Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
MASS GENERAL BRIGHAM INCORPORATED |
043230035 | 7 | Yes | 272,820,547 | 0 | |
|
Total 1
|
272,820,547 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III - PROGRAM SERVICE | THE ESTABLISHMENT OF MGBPH AS A POOLING VEHICLE ALLOWS THE MEMBERS OF MASS GENERAL BRIGHAM INCORPORATED THE OPPORTUNITY TO PROVIDE GREATER EFFICIENCY AND EXPERTISE TO ADVANCE THE PRUDENT INVESTMENT OF CHARITABLE ASSETS FOR THE ENTIRE MASS GENERAL BRIGHAM SYSTEM AS REQUIRED IN PART BY MASSACHUSETTS LAW. MGBPH SERVES AS A POOLING AND HOLDING VEHICLE FOR ITS MEMBERS'INVESTMENTS AND THUS AN INTEGRAL PART OF THE MASS GENERAL BRIGHAM SYSTEM WITHIN THE MEANING OF REVENUE RULING 78-41. 1978-1 C.B. 148. MGBPH SERVES AS A REPOSITORY FOR FUNDS PAID IN BY TAX-EXEMPT ENTITIES AND A CHANNEL FOR THE FLOW OF INVESTMENT PROCEEDS ON THEIR BEHALF. THOSE FUNDS ARE INVESTED AT THE OVERALL DIRECTION OF MASS GENERAL BRIGHAM FOR THE BENEFIT OF MGBPH'S MEMBERS. HAVING A STRONG INVESTMENT PROGRAM TO ENSURE THE CONTINUED GROWTH OF THESE ENTITIES' ENDOWMENTS IS ESSENTIAL TO THE MASS GENERAL BRIGHAM SYSTEM, BECAUSE IT PROVIDES THE FINANCIAL STRENGTH AND FLEXIBILITY REQUIRED TO ACCOMPLISH THE MASS GENERAL BRIGHAM SYSTEM'S EXEMPT PURPOSES AND IS IN KEEPING WITH ITS FIDUCIARY AND STATUTORY DUTIES TO PRUDENTLY INVEST AND MONITOR ITS CHARITABLE ASSETS. |
| FORM 990, PART VI, SECTION A, LINE 6 | MGBPH'S GOVERNANCE STURCTURE IS SET OUT IN ITS CERTIFICATE OF FORMATION AND LIMITED LIABILITY COMPANY AGREEMENT. THE PROVISIONS OF THE CERTIFICATE OF FORMATION AND LIMITED LIABILITY COMPANY AGREEMENT ARE CONSISTENT WITH THE LAWS OF THE STATE OF DELAWARE AND ARE ENFORCEABLE AT LAW AND EQUITY. THE MEMBERS OF THE BOARD OF MANAGERS OF MGBPH ARE SELECTED BY MASS GENERAL BRIGHAM INCORPORATED (MGB), THE MANAGING MEMBER OF MGBPH, BY ITS PRESIDENT. THE INITIAL MEMBERS OF THE BOARD OF MANAGERS ARE AS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. THE BOARD OF MANAGERS HAS THE AUTHORITY TO APPOINT OFFICERS OF MGBPH. AT PRESENT, MASS GENERAL BRIGHAM IS THE SOLE MEMBER OF MGBPH. IN THE FUTURE, IN ADDITION TO MASS GENERAL BRIGHAM, THE MEMBERS OF MGBPH WILL INCLUDE OTHER TAX-EXEMPT AFFILIATES OF MASS GENERAL BRIGHAM. MASS GENERAL BRIGHAM AS MANAGING MEMBER, HAS BROAD DISCRETION TO MANAGE THE AFFAIRS OF MGBPH. IN ITS CAPACITY AS MANAGING MEMBER, MASS GENERAL BRIGHAM THROUGH ITS PRESIDENT APPOINTS ALL MEMBERS OF THE BOARD OF MANAGERS OF MGBPH. PERSUANT TO THE LLC AGREEMENT FOR MGBPH THE MANAGEMENT OF MGBPH IS VESTED IN THE BOARD OF MANAGERS. THE BOARD OF MANAGERS HAS THE POWER TO APPOINT AND REMOVE OFFICERS TO ACT ON BEHALF OF MGBPH AND TO DELEGATE POWERS TO SUCH OFFICERS. |
| FORM 990, PART VI, SECTION A, LINE 7A | EXPLANATION IS INCLUDED IN LINE 6. |
| FORM 990, PART VI, SECTION A, LINE 7B | EXPLANATION IS INCLUDED IN LINE 6. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 WAS PREPARED AND REVIEWED BY THE MASS GENERAL BRIGHAM INCORPORATED TAX DEPARTMENT. THE CFO/TREASURER REVIEWED AND SIGNED THE FORM 990. |
| FORM 990, PART VI, SECTION B, LINE 12C | CONFLICT OF INTEREST POLICY FOR PURPOSES OF ITS ANNUAL TAX FILING, MASS GENERAL BRIGHAM HAS AN ANNUAL QUESTIONNAIRE PROCESS FOR OBTAINING INFORMATION ON INTERESTS THAT MAY GIVE RISE TO CONFLICTS FROM ALL OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES. IN ADDITION, IN CONNECTION WITH MASS GENERAL BRIGHAM'S CONFLICT OF INTEREST POLICY, THE MASS GENERAL BRIGHAM'S OFFICE FOR INTERACTIONS WITH INDUSTRY AND OFFICE OF THE GENERAL COUNSEL WORK TOGETHER TO PERIODICALLY DISTRIBUTE, COLLECT AND REVIEW DISCLOSURE STATEMENTS FROM THESE INDIVIDUALS. THE INFORMATION ON EACH SUCH DISCLOSURE IS REVIEWED BY EACH INDIVIDUAL'S SUPERVISOR (WHO IN THE CASE OF DIRECTORS AND TRUSTEES IS DEEMED TO CONSIST OF THE CHAIRMAN OF THE BOARD AND THE ENTITY'S PRESIDENT/CEO, WHO REVIEW THE DISCLOSURES WITH THE ASSISTANCE OF THE GENERAL COUNSEL OR ATTORNEY REPRESENTATIVES OF HER OFFICE). MASS GENERAL BRIGHAM HAS A CONFLICT OF INTEREST POLICY THAT APPLIES TO ALL ENTITIES IN THE SYSTEM*, AND WHICH IS DESIGNED TO: (1) IDENTIFY RELATIONSHIPS AND CONDUCT THAT CREATE EITHER CONFLICTS OF INTEREST OR CONFLICTS OF COMMITMENT; (2) ESTABLISH A SYSTEM FOR DISCLOSING AND RESOLVING POTENTIAL CONFLICTS; AND (3) ENSURE THAT TRANSACTIONS ARE NEGOTIATED AT ARM'S LENGTH AND THAT PAYMENTS ARE AT FAIR MARKET VALUE. UNDER OUR POLICY, WHEN A CONFLICT ARISES, THE INDIVIDUAL ASSOCIATED WITH THE OUTSIDE ENTITY IN QUESTION MUST PROVIDE FULL DISCLOSURE AND COMPLETELY RECUSE HIM/HERSELF FROM ANY INSTITUTIONAL DECISION-MAKING ABOUT THE TRANSACTION. IN APPROPRIATE CIRCUMSTANCES, (I) THE CORPORATION MUST CONSIDER AT LEAST TWO ALTERNATIVE DISINTERESTED COMPETITIVE PROPOSALS; OR MUST DETERMINE THAT TWO SUCH COMPETITIVE PROPOSALS DO NOT EXIST OR THAT IT WOULD BE IMPRACTICAL TO ELICIT OR CONSIDER SUCH COMPETITIVE PROPOSALS; AND (II) THE CORPORATION MUST DETERMINE THAT, NOTWITHSTANDING THE APPARENT CONFLICT, THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND IS IN THE BEST INTERESTS OF THE CORPORATION. A WRITTEN RECORD MUST BE MADE OF THESE DETERMINATIONS. FURTHERMORE, TRANSACTIONS THAT PRESENT PARTICULARLY SIGNIFICANT CONFLICTS ARE REVIEWED BY AN INDEPENDENT COMMITTEE OF MASS GENERAL BRIGHAM, WHICH REVIEW IS ALSO DOCUMENTED. CONFLICTS OF COMMITMENT BY THE MASS GENERAL BRIGHAM PRESIDENT AND CEO ARE ADDRESSED BY REQUIRING OUTSIDE ACTIVITIES TO BE APPROVED BY THE MASS GENERAL BRIGHAM BOARD CHAIR. * AS INSTITUTIONS ARE ADDED TO MASS GENERAL BRIGHAM INCORPORATED THERE IS A TRANSITION PERIOD. |
| FORM 990, PART VI, SECTION B, LINE 15 | PROCESS FOR DETERMINING COMPENSATION THE ORGANIZATION HAS A BOARD LEVEL COMPENSATION COMMITTEE THAT REVIEWS AND APPROVES THE COMPENSATION FOR ALL LISTED OFFICERS AND KEY EMPLOYEES EXCEPT THE SECRETARY. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD WHO ARE NOT EMPLOYED BY THE ORGANIZATION, AND NO MEMBER MAY PARTICIPATE IN THE REVIEW AND APPROVAL OF COMPENSATION IF THE MEMBER HAS A CONFLICT OF INTEREST WITH RESPECT TO THAT COMPENSATION ARRANGEMENT. THE COMMITTEE RELIES ON DATA, PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT, WHICH INCLUDES COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS, IN FUNCTIONALLY COMPARABLE POSITIONS, AT SIMILARLY SITUATED ORGANIZATIONS. THE DELIBERATIONS AND DECISIONS OF THE COMMITTEE ARE DOCUMENTED IN MINUTES OF THE MEETING. THIS REVIEW PROCESS OCCURS ON AN ANNUAL BASIS. |
| FORM 990, PART VI, SECTION C, LINE 19 | PUBLIC AVAILABILITY OF FINANCIAL STATEMENT AND GOVERNING DOCUMENTS: THE ORGANIZATION'S GOVERNING DOCUMENTS ARE FILED WITH THE MASSACHUSETTS SECRETARY OF STATE AND THE FINANCIAL STATEMENTS ARE FILED WITH THE MASSACHUSETTS ATTORNEY GENERAL, ALL OF WHICH ARE OPEN TO PUBLIC INSPECTION. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS AVAILABLE ON THE MEMBER'S WEBSITE AT HTTPS://WWW.MASSGENERALBRIGHAM.ORG/ |
| FORM 990, PART XII, LINE 2C | NO CHANGE FROM PRIOR YEAR. |
| Software ID: | |
| Software Version: |