Fm ggo- I : ~ Depatrnent mm:reasuy Internal Revenue Service Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Tnist Treated as a Private Foundation Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements. For calendar gar 2012 or tax year beginning Name of foundation June 1 OMB ~o 154541052 , 2012, and ending January 31 A Employer identification number EPSTEIN INTERESTS Number and street (or P.0. box number if mail is not delivered to street address) Room/suite CIO DARREN K INDYKE PLLC, 575 LEXINGTON AVENUE City or town, state. and ZIP code , 20 13 13-3643429 3 Telephone number (see instructions) 4th Fl C If exemption application is pending, check here [I NEW YORK. NY 10022 G Check all that apply: I] lnitial return [I Initial return of a former public charity in 1. Foreign organizations, check here . Fmal return Address change 2. Foreign organizations meeting the 85% test, check 1,5,5 555511555 wmpmmm . . . 5 ;F"=t" )rt_(')"7&')):f;'('l)" :;:"m'3 "; D ' ' ' ' ' I F mhefoundanomsin awmonmtmlnmlon under section 507(b)(1)(B). check here . . > :] Fair market value of all assets at end of year (from Part II, col. (c), line 75) P $ 0 b g 5 5 K W 6a b 7 8 9 J Accounting method: Cash E] Accrual [I other (specify) ______________________________ __ (Part I, column (d) must be on cash basis.) Analysis of Revenue and Expenses (The total of ( )9 amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions)) aexp:bE:s?:s:ep:?d (d) Disbursements M Nl,'u':':;r::m" M ';rgs::' (cash basis only) Contributions, gifts, grants, etc., received (attach schedule) Check P E] if the foundation is not required to attach Sch. B Interest on savings and temporary cash investments Dividends and interest from securities Gross rents . . . Net rental income or (loss) ; Net gain or (loss) from sale of assets not on line 10 Gross sales price for all assets on line 6a Capital gain net income (from Part IV, line 2) Net short-term capital gain . Income modications . . . . . . . 10a b c 11 Gross sales less returns and allowances Less: Cost of goods sold . . . Gross profit or (loss) (attach schedule) Other income (attach schedule) . . . . . . 155 12 Total. Add ines1 through 11 . . . . 155 13 Compensation of officers, directors, trustees, t . . . . ; T 3 5 14 15 E} 16a Other employee salaries and wages . Pension plans, employee benefits Legal fees (attach schedule) % b Accounting fees (attach schedule .% 5 ,52 17 18 c Other professional fees (atta Interest . . . . . . Taxes (attach schedule)( e inst ction \: ;\ \> / / -u 19 20 Depreciation (attach sche Occupancy . . . . >/ g g ca -L5 21 22 23 24 Travel. conferences, and meeti . . . Printing and publications . . . . . Other expenses (attach schedule) . . . . . Total operating and administrative expenses. Om \ gx\ >/ \ . . . . . . . . . . 4,755 g Add lines 13 through 23 . 5,755 4.755 Contributions, gifts, grants paid . . . . . . Total egpenses and disbursements. Add lines 24 and 25 Subtract line 26 from line 12: 101,000 111,755 107L000 111,735 Excess of revenue over expenses and disbursements Net investment income (if negative, enter -0-) (111,510) c Adjusted net income (if negative, enter -0-) For Paperwork Reduction Act Notice, see instructions. . 4,766 8- 25 28 27 a b J 2 N <3 ;>.m:;;;; : . > E] H Check type of organization: Section 501 (c)(3) exempt private foundation E] Section 4947(a)(1) nonexempt charitable trust C] Other taxable private foundation 1 2 3 4 5a l . *3 I: Amended return [I Name change . Cat. No. 112B9X _k Form 990-PF (2012) Fonn 990-PF (2012) . Attached schedules and amounts in me descn tion column Balance sheets should be for entH>f-yea! amounts Only- (See structionsl 1 2 Cashnon-interest-bearing . . . Savings and temporary cash investments . 3 Accounts receivable D Less: allowance for doubtful accounts D 4 Pledges receivable D Less: allowance for doubtful accounts D Grants receivable . . . . . . . . . . . . Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see instructions) 5 8 .9 < 8 Inventories for sale or use . . . Prepaid expenses and deferred charges . . . . . . . lnvestmentsU.S. and state government obligations (attach schedule) lnvestmentscorporate stock (attach schedule) . lnvestmentscorporate bonds (attach schedule) 11 Investments-land, buildings, and equipment: basis D ________________________ Less: accumulated depreciation (attach schedule) D Investmentsmortgage loans . lnvestmentsother (attach schedule) . . . 14 15 16 Land, buildings, and equipment: basis D ____________________________________, Less: accumulated depreciation (attach schedule) D Other assets (describe D ) Total assets (to be completed by all fiIerssee the instructions. Also, see page 1, item I) Accounts payable and accrued expenses . Grants payable . Deferred revenue . . . . . . 20 21 22 23 Loans from ofcers, directors, tnistees, and other disqualified persons Mortgages and other notes payable (attach schedule) . Other liabilities (describe D ) Total liabilities (add lines 17 through 22) . . . 0, 3 g 24 Foundations that follow SFAS 117, check here . D E] and complete lines 24 through 26 and lines 30 and 31. Unrestricted . E .0 25 26 Temporarily restricted . Permanently restricted . . . . . . . . . . . . . Foundations that do not follow SFAS 117, check here D D and complete lines 27 through 31. 3 27 Capital stock, trust principal, or current funds . % 3 28 29 Paid-in or capital surplus, or land, bIdg., and equipment fund Retained earnings, accumulated income, endowment, or other funds f_ 3 30 31 Total net assets or fund balances (see instructions) . Total liabilities and net assets/fund balances (see instructions) . . . . . . . . . . . . . . . . . E .9 " -I- __ >_ i i V i _> _ _ _ g _ __ _ __ __ __ ___i _> __ __ _*__%_ "L510 17 18 19 0, Q o _ . 9 10a b c 12 13 0 _ Other notes and loans receivable (attach schedule)D ________________________ _ Less: allowance for doubtful accounts D . page 2 End 0' V33! in) Book Value (c) Fair Market Value 111,610 7 . 39"i9 0* Yea la) Book Value 0 0 _ . . . . . . . . l 111,510 0 111,510 o 111.610 0 Analysis of Changes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of yearPart ll, column (a), line 30 (must agree with end-of-year gure reported on prior year's return) . . . . . . . . . . 2 Enter amount from Part I, line 27a . . . . . 3 Other increases not included in line 2 (itemize) 4AddIines1,2,and3. . . . . . . . 1 2 3 4 5 Decreases not included in line 2 (itemize) D 6 Total net assets or fund balances at end of year (line 4 minus line 5)Part ll, column (b), line 30 . 5 e 111,510 (111,610) o 0 Form 990-PF (2012) Form 990-PF (2012) page 3 Capital Gains and Losses for Tax on Investment Income (13) List and describe the iunais) of property sold (e g . real estate, 2-story brick warehouse, or common stock, 200 shs MLC Co.) ("::F;" al"d 0: Dgr:a"a"*;: (c) Date acquired (mo , day, yr) (cl) Date sold (mo.. day, yr.) 1a b c d e e>e~sssaespnce "e:::.:.:::::::;',"e :i.::;:;:;::..:f: (..,.!.3(l',?n'.9.u1,,, a b c d e Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) F M.V. as of 131/69 a:l;f'g32's (0 Gains (co, (h) gm minus (:vEfc:f_sG?f,f:'nym co (k 3o:su;::rt )er1:s<::)rlla;1h)-)0) or a b c d e 2 Capital gain net income or (net capital loss) { 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): gain, also enter in Part Part I,I, line line 77 If (loss), enter -0- in } 2 Part I, line 8 enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in] If gain, also 3 Qualication Under Section 4940(e) for Reduced Tax on Net Investm ent Income (For optional use by domestic private foundations subject to the section 4940(3) 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? If Yes, the foundation does not qualify under section 4940(e). Do not complete this part. [I Yes No 1 Enter the appropriate amount in each column for each year; see the instructions before making any entries. la) M M (d) D, Calendar y:f(?;x)1'e:.,,aseg,nnlng In) Adjusted qualifying distributions Net value of nonchantable-use assets (col (gfmaggnbfgl (c 2011 50 108.583 0.000460 2010 45,050 178,292 0.252675 2009 0 199,950 0 2008 40,961 313,266 0.130755 2007 113,939 55101 0.297823 2 3 Total of line 1, column (d) . . . . . . . . . . . . . . . . . . . . Average distribution ratio for the 5-year base perioddivide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years . . . 2 0531713 3 M35426 4 Enter the net value of noncharitable-use assets for 2012 from Part X, line 5 4 54,953 5 Multiply line 4 by line 3 5 L499 6 Enter 1% of net investment income (1% of Part I, line 27b) 6 o 7 Add lines 5 and 6 7 L499 8 Enter qualifying distributions from Part XII, line 4 . 8 111,755 If line 8 is equal to or greater than line 7, check the box in Part VI, li.ne.1 b, and complete that part using a 1% tax rate. See the Part VI instructions. Form 990-PF (2012) FOFITI 990-PF (2012) Page 4 m Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948see instructions) 13 Exempt operating foundations described in section 4940(d)(2), check here > I] and enter N/A" on line 1. Date of ruling or determination letter: (attach copy of letter if necessarysee instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check A 1 here I] andenter1%ofPartl,line27b . . . . . . . . . . . . . . . . . 6 All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b). Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Add lines 1 and 2 OIUI-F63 Q0505 7 8 9 10 11 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- . Credits/Payments: 6a 2012 estimated tax payments and 2011 overpayment credited to 2012 6b Exempt foreign organizationstax withheld at source . . . . 6c Tax paid with application for extension of time to file (Form 8868) 6d Backup withholding erroneously withheld Total credits and payments. Add lines 6a through 6d Enter any penalty for underpayment of estimated tax. Check here E) if Form 2220 is attached . . . . > Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid . . > Enter the amount of line 10 to be: Credited to 2013 estimated tax D Refunded p 13 b Ulrhtibhl IDGNI .A. A -IO Statements Regarding Activities During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? . . . . . . . . . . . . . . . . . . . 1a Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see lnstructionsforthedefinition)?. . . . . . . . . . . . . . . . . . . . . . . . . . 1b Yes No 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. '1c Did the foundation file Form 1120-POL for this year? . . . . . . . . . . . . . . . Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the foundation. > $ (2) On foundation managers. D $ Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. D $ 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. 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 . Did the foundation have unrelated business gross income of $1,000 or more during the year? . If Yes, has it filed a tax return on Form 990-T for this year? . . . . . . . . . . . Was there a liquidation, termination, dissolution, or substantial contraction during the yeai? If Yes, " attach the statement required by General lnstniction T. Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: 0 By language in the governing instrument, or 0 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? . . . . . . . . . . . . . . . 8a 10 4a 4!) NA 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 Enter the states to which the foundation reports or with which it is registered (see instructions) > NEW YORK 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 . . . . . 8b Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(j)(5) for calendar year 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)? If Yes, completePartXlV.............................. 9 I Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses . 10 I Form 990-PF (2012) Form 990-PF (2012) Page 5 Statements Regarding Activities (continued) 11 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) . . . . . . . . . . . 11 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If Yes," attach statement (see instructions) . . . . . . . . . . 12 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 I Website address D 14 The books are in care of D HARRY BELLER Telephone no. D 212-971-1308 15 16 1a I ./ Located at D 575 LEXINGTON AVENUE. NEW YORK. NY ZlP+4 D ______________1_9_0_g;______________ Section 4947(a)(1) nonexempt charitable trusts ling Form 990-PF in lieu of Form 1041 Check here. . . . . . . D E) and enter the amount of tax-exempt interest received or accrued during the year . D 15 At any time during calendar year 2012, did the foundation have an interest in or a signature or other authority over a bank, securities, or other financial account in a foreign country?. . . . 15 See the instructions for exceptions and ling requirements for Form TD F 90-22.1. If Yes, enter the name of the foreign country D 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. 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? . . Cl Yes (2) Borrow money from, lend money to, or othenivise extend credit to (or accept it from) a disqualifiedperson?. . . . . . . . . . . . . . . . . . I:IYes (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? . . E] Yes (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? . . D Yes (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 Yes No ,/ l Yes No No No No No No l (6) Agree to pay money or property to a government ofcial? (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.) E) Yes No if any answer IS Yes to 1a(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 instructions)? . . . 1b Organizations relying on a current notice regarding disaster assistance check here . . . . . . DI] 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 2012? . . . . . . . . . . . 1c NA I Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined in section 4942())(3) or 4942(j)(5)): At the end of tax year 2012. did the foundation have any undistributed income (lines 6d and 6e, Part Xlll) for tax year(s) beginning before 2012? . . . . . . . . . . . . . . [jYes If Yes," list the years D 20 , 20 , 20 , 20 No 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 statementsee instructions.) . . . . . . . 3a 4a 2b NA If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. D 20_____ , 20 ____ __ , 20 ____ __ , 20 ____ __ Did the foundation hold more than a 2% direct or indirect interest in any business enterprise atanytimeduringtheyear?. . . . . . . . . . . . . . . . . . . . . . :]Yes No If Yes, did it have excess business holdings in 2012 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under 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, Fonn 4720, to detennine if the foundation had excess business holdings in 2012.) . . . . . . 3;, NA Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a I Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2012? 4;, _ _ M ,/ Form 990-PF (2012) Form 990-PF (2012) Page 6 Part Vll-B Statements Regarding Activities for Which Form 4720 May Be Required (continugi) 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))? . E] Yes No (2) Inuence the outcome of any specic 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? . . . . . [I 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) . . . . . . . Q 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? . . . . Dyes Na 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 instructions)? . c 6a b 7a b Organizations relying on a current notice regarding disaster assistance check here . . . . . . 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? . . . . . . . . . . E] yes If Yes, " attach the statement required by Regulations section 53.49455(d. Did the foundation, during the year. receive any funds, directly or indirectly, to pay premiums MP1 [j No i on a personal benet contract? . . . . . . . . . . . . . . . E] yes Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? If Yes to 6b, le Form 8870. No . 6b At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? [j Yes If 'Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? No . '75 Part Vlll 1 55 > [I __ I ~NA_ Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors List all officers, directors, trustees, foundation managers and their compensation (see instructions). (a) Name and address (b) Itl)IlFl?"5 T33 agfge devoted to position M (?in"$i'i.'Ii5i3,'" enter -0-) eri(11p)lc(>:yferi=.trll>li)ei"isl(f)i?:)l!2(i)ns ()5:er; :f'af_e;"t' and deferred compensation JEFFREY E. EPSTEIN 6100 RED HOOK QUARTER, ST. THOMAS, USVI 00802 DARREN K. INDYKE TRUSTEE, ONE 0 O 0 575 LEXINGTON AVENUE, NEW YORK, NY 10022 TRUSTEE, ONE 0 O O 2 Compensation of ve highest-paid employees (other than those included on line 1see instructions). If none, enter NONE (cl) Contributions to (b) Title, and average dehgiigsdegr wiglion p (a) Name and address of each employee paid more than $50,000 (c) Compensation p,;':g'%?d:?$21 ())3"e"rE'u,svvaa"nc"e;"" compensation NONE Total number of other employees paid over $50,000 . . . . . . . . . . . . . . . . . . . .> 0 Form 990-PF (2012) Fomi 990-PF (2012) Page 7 lnfonnation About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) Five highest-paid independent contractors for professional services (see instructions). If none, enter NONE. la) Name and address oi each person paid more than $50,000 (b) Type of service (c) Compensation 3 NONE Total number of others receiving over $50,000 for professional services 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 beneciaries served, conferences convened. research papers produced. etc Expenses 1 NONE Part IX-B Summary of Program-Related Investments (see instmctions) Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2 1 NONE Amount All other program-related investments See instmctions 3 Total. Add lines 1 through 3 D 0 Fon'n 990-PF (2012) Form 990-PF (2012) Page 8 Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.) Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: .' 1 a Average monthly fair market value of securities 1a 0 b c Average of monthly cash balances . . . . . . Fair market value of all other assets (see instructions) 1b 1c 55,305 0 d e Total (add lines 1a, b, and c) . . . . . . . . . . . . . Reduction claimed for blockage or other factors reported on lines 1a and 1d 55,305 1c (attach detailed explanation). . . . . . . . Acquisition indebtedness applicable to line 1 assets . 2 3 4 1e I . . . . . . . E 2 . Subtract line 2 from line 1d . . . . . . . . . . . . . . . . . . . . . . Cash deemed held for charitable activities. Enter 1 /2 % of line 3 (for greater amount, see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5 Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4 6 Minimum investment retum. Enter 5% of line 5 . . . . . . . . . . . . . . Part Xl Distributable Amount (see instructions) (Section 4942(j)(3) and (ms) private operating foundations and certain foreign organizations check here > E] and do not complete this part.) . . . . . . . . . 0 55,805 4 337 5 3 54,933 2343 1 2,743 1 Minimum investment return from Part X, line 6 . 2a b c Tax on investment income for 2012 from Part VI, line 5 . . Income tax for 2012. (This does not include the tax from Part VI.) Add lines 2a and 2b . . . . . . . . . . . . 3 4 5 6 7 Distributable amount before adjustments. Subtract line 2c from line 1 Recoveries of amounts treated as qualifying distributions . Add lines 3 and 4 . . . . . . . . . . . . . Deduction from distributable amount (see instructions) . . . . . . . . . . . . . . . Distributable amount as ad1usted. Subtract line 6 from line 5. Enter here and on Part Xlll, 3 4 5 6 2,743 o 2,743 o Ilne 1 7 21748 2a 2b o ,1 ,",, ; _ 2c . . 0 Qualifying Distributions (see instructions) 1 a b 2 3 a b , 4 5 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: Expenses, contributions, gifts, etc.totaI from Part I, column (d), line 26 . Program-related investmentstotaI from Part IX-B . . . . . . . . . . . . . . . . Amounts paid to acquire assets used (or held for use) directly In carrying out charitable, etc., purposes........................... Amounts set aside for specific charitable projects that satisfy the: Suitability test (prior IRS approval required) . Cash distribution test (attach the required schedule) . . . . . . . . . . . . . 1a 1b 2 3a 3b Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 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 instructions) . . . . . . . . . . . 4 Adjusted qualifying distributions. Subtract line 5 from line 4 6 . . . . . 111,755 111,766 5 111,753 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 (2012) Form 990-PF (2012) Page 9 Undistributed Income (see instructions) 1 Distributable amount for 2012 from Part XI, ine7 . . . . . . . . . . . 2 Undistributed income, if any, as of the end of 2012: Enter amount for 2011 only . . UN Total for prior years: 20__.20 .20 Excess distributions carryover if any, to 2012: From 2007 144,848 From 2008 . . . . . 25,325 From2009 . . . . . . 0 From2010 . . . . . . 36,135 From 2011 . 0 "'0D.OU'I Total of lines 3a through e . . . . Qualifying distributions for 2012 from Part XII, line 4: P $ 111,155 Applied to 2011, but not more than line 2a . Applied to undistributed income of prior years (Election requiredsee instructions) . (3) Corpus (bl Years pnor to 2011 lo) 201 1 id) 2012 2,748 206.300 Treated as distributions out of corpus (Election required see instructions) Applied to 2012 distributable amount Remaining amount distributed out of corpus Excess distributions carryover applied to 2012 (If an amount appears in column (d), the same amount must be shown in column (a).) Enter the not total of each column as indicated below: Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 Prior years undistributed income. Subtract line 4b from line 2b 109.018 315,236 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 . Subtract line 6c from line 6b. Taxable amountsee instructions Undistributed income for 2011. Subtract line 4a from line 2a. Taxable amount-see instructions Undistributed income for 2012. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2013 . . . . . . Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) 10 OQOUII Excess distributions carryover from 2007 not applied on line 5 or line 7 (see instructions) . 144.848 Excess distributions canyover to 2013. Subtract lines 7 and 8 from line 6a 170,478 Analysis of line 9: Excess from 2008 Excess from 2009 Excess from 2010 Excess from 2011 Excess from 2012 . . . . . . . . . . . . . . . . . 25,325 0 36,135 0 109,013 Form 990-PF (2012) Form 990-PF (2012) Page 1 0 Part XIV Private Operating Foundations (see instructions and Part VII-A, question 9) 18 If the foundation has received a niling or determination letter that it is a private operating foundation, and the ruling is effective for 2012, enter the date of the ruling . . . . . . > b Check box to indicate whether the foundation is a private operating foundation described in section E] 4942(j)(3) or [:1 4942(j)(5) 23 Enter lesser adjusted net Tax year Prior3years (Total incomethefrom PartofI the or the minimum investment return from Part X for (3)2012 M2011 M2010 M 209 each year listed . . . . 85% of line 2a . . . . . Qualifying distributions from Part XII, line 4 for each year listed . Amounts included in line 2c not used directly for active conduct of exempt activities . Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c Complete 3a. b, or c for alternative test relied upon: Assets alternative testenter: the (1) Value of all assets . . . . . (2) Value of assets qualifying under section 4942(j)(3)(B)(i) "Endowment" alternative testenter 2/: of minimum investment return shown in Part X, line 6 for each year listed . "Support" alternative testenter. (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(i)(3)(B)(iii) . . (3) Largest amount of support from an exempt organization 4 Gross investment income . . . Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the yearsee instructions.) 1 Information Regarding Foundation Managers: 3 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 i l l lnforrnation Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here > if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. The name, address, and telephone number or e-mail of the person to whom applications should be addressed: The form in which applications should be submitted and information and materials they should include: Any submission deadlines: Any restrictions or limitations on awards, such as by geographical areas. charitable fields, kinds of institutions, or other factors: Form 990-PF (2012) Form 990-PF (2012) Page 1 1 SuppIementary Information (continueLdL 3 Grants and Contributions Paid During the Year or Approved for Future Payment - Ii recipient is an indiv dual. Remplent show any relationship to F;ua':::;n Purposembut of grant or , any foundation maria er Name and address (home or business) or substantial contnbigxtor re<='P'en* " '" a Amoum Paid during the year SEE STATEMENT b Total . . . . . Approved for future payment P Total P 3a 101000 3b Form 990-PF (2012) Form 990-PF (2012) Page 1 2 ; Analysis of Income-Producing Activities Unrelated business income Enter gross amounts unless otherwise indicated. (a) Business code Program service revenue: (bl Amount Excluded by section 512, 513. or 514 (cl Exclusion code id) Amount (0) Related or exempt function income (See instructions.) "OQ.OU') 9 Fees and contracts from government agencies Membership dues and assessments . . . . Interest on savings and temporary cash investments Dividends and interest from securities . U!-FUN Net rental income or (loss) from real estate: a Debt-nanced property . . . . . b Not debt-financed property . . . . . . Net rental income or (loss) from personal property Other investment income . . . . . . Gain or (loss) from sales of assets other than inventory Net income or (loss) from special events Gross profit or (loss) from sales of inventory 4.: -lODQ~lUI Other revenue: a b c d e 12 Subtotal. Add columns (b). (d), and (e) . 13 Total. Add line 12, columns (b), (d), and (e) 13 calculations. (See worksheet in line 13 instructions to Relationshi of to the A4 ment of Line No. V accomplishment of theeach foundation Explain below how activitysexemp for which purposes incometis 0 errfhportgd an yprovi in zaolurnn ing un e)fof s or suc Parr: purposes. XVI-A C)0lEl'Ibl.lte? eeins ruc irrtiporta)intly ions. to the NJA Form 990-PF (2012) Form 990-PF (2012) Page 1 3 Information Regarding Transfers To and Transactions and Relationships with Noncharitable Exempt Organizations Did the organization directly or indirectly engage in any of the following with any other organization described V68 in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? 1 a Transfers from the reporting foundation to a noncharitable exempt organization of: (1) Cash (2) Other assets N0 ___ _ P __ 1a(1) I 1a(2) I b Other transactions: _ g _ _ ~_ _ _ (1) Sales of assets to a noncharitable exempt organization . 1b(1) / (2) Purchases of assets from a noncharitable exempt organization . 1b(2) I (3) Rental of facilities, equipment, or other assets 1b(3) I (4) Reimbursement arrangements . 1b(4) I (5) Loans or loan guarantees . . . . . . . . . . . 1b(5) / (6) Performance of services or membership or fundraising solicitations 1b(6) I c Sharing of facilities, equipment, mailing lists, other assets, or paid employees . . . . . . . 1c / d if the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value of the goods. other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received. (a) l_ine no (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements 2a b 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 527? . D Yes If Yes, complete the following schedule. (a) Name of organization (b) Type of organization (c) Description of relationship No Under penalties of pequry, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, Sign correct, and complete. Declaration of preparer( her than taxpayer) is based on all information of which preparer has any knowledge Here) 0.. . Signature of officer or trustee Ma y me ms 6 iscuas mis return /i~(o-ll)-L3}'1"~s4<~ / /bate 'litle Paid Print/TYPB Preparers name P r's S prepare, PAUL M. EVANS / /04,4/Q use only I-irm's name > PAUL M. EVANS Finn's address > PO Box 372156, SATELLITE BEACH, FL 32937 Date// check I] If PTIN J 7 /J7 selfemployed P00353520 Finn's EIN > 22-3008721 Phone no. Form 990-PF (2012) STATEMENT REQUIRED BY GENERAL INSTRUCTION T EPSTEIN INTERESTS 13-3643429 FORM 990-PF YEAR ENDED JANUARY 31 2013 Distribution of Asset in Termination During the current year, the Foundation made the following distributions in termination. These distributions constitute a nal distribution of the Foundations assets. The nal distribution of assets was made on December 5 and 6 respectively to the following recipients, qualifying public charities. Recipient Name Assets Distributed _F_l\ Massachusetts Institute of Technology 77 Massachusetts Avenune Cash $50,000 Cash $57,000 Cambridge, MA 02139 The Terramar Project, Inc. 116 East 65" Street New York, NY 10065 EPSTEIN INTERESTS 13-3643429 FORM 990-PF YEAR ENDED JANUARY 31 2013 STATEMENT 1 Part 1 Line 11 Other income Tax refund $156 STATEMENT 2 Part XV, Line 3 (a) Contributions Recipient Massachusetts Institute Amount $50,000 Purpose Unrestricted $57,000 Unrestricted of Technology The Terramar Project, Inc.