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)
William Marsh Rice University |
741109620 | 2 | Yes | 0 | 0 | |
|
Total 1
|
0 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 2023 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-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2023. 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 2024. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| Schedule A, Part IV, Section D, Line 3 Supp. Org. Have Significant Voice In Investment Policies | The Institute (and any officers or agents acting on its behalf) shall not take any of the following actions without having first received the prior approval of its Board and member Rice University: (i) approval of any loans by The Institute, or the incurring of any indebtedness in excess of $750,000; (ii) approval of contracts with estimated fees in excess of $250,000, unbudgeted expenditures in excess of $100,000, or any increase in any approved annual operating or capital budget; (iii) approval of compensation paid to any trustee or director of The Institute or any related party transaction with any trustee or director of The Institute; (iv) the sale, lease, exchange or other disposition of all or substantially all of the property or assets of The Institute, or merger or consolidation of The Institute with another corporation; (v) approval of the filing of a plan or petition for reorganization, liquidation or dissolution of The Institute, except in connection with a Welch Election (as defined in the Operating Agreement) in accordance with the Operating Agreement; and (vi) approval of any conveyance of, or the granting of mortgages, trusts, or security interests in any real or tangible assets of The Institute. Notwithstanding anything herein to the contrary, Welch Foundation, in its capacity as a Member, shall not be permitted to vote on or consent to any of the matters. |
| Schedule A, Part IV, Section E, Line 2a Org. Activities Directly Further The Exempt Purposes | The Institute was formed during fiscal year 2021 as a strategic partnership between Rice University and Welch Foundation to focus on world-leading advanced materials research. The Institute is organized and operated as a charitable organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and is operated exclusively for the benefit of, to perform the function of, or to carry out the purposes of Rice University. Welch Foundation has made a conditional gift, payable over ten years, to support the operations of The Institute. The mission of The Institute is to leverage and integrate the knowledge, expertise and resources of Rice University and Welch Foundation in the discipline of chemistry and chemistry-related endeavors to establish a world-leading advanced materials research organization. Rice University is already known for its material science research, and is already in the process of building a critical mass of faculty and infrastructure in emerging areas such as machine learning, quantum materials and future device technologies. The Welch Foundation's underwriting to The Institute will empower Rice researchers to accelerate discovery, design and manufacture of new materials for the benefit of all. |
| Schedule A, Part IV, Section E, Line 2b Activities That One Or More Supp. Org. Engaged In | SEE SCHEDULE A, PART IV, SECTION E, LINE 2A |
| Software ID: | 23017437 |
| Software Version: | 2023v6.0 |
| Return Reference | Explanation |
|---|---|
| Form 990, Part III, Line 3 Significant changes in program services | The entity was terminated during fiscal year 2024 |
| Form 990, Part VI, Line 6 Classes of members or stockholders | The Institute has one class of members consisting of Rice University and Welch Foundation. The Members shall exercise such rights and perform such duties as may be provided by law, the Certificate of Formation, or these Bylaws of The Institute. Any action to be taken by a Member of The Institute may be taken by the President of such Member, or any other person authorized by action of the Member's board of trustees or directors, or other governing body of the Member, evidenced by a resolution of the Member's board of trustees or directors, or other governing body, provided a copy of such resolution is delivered to The Institute prior to the action being taken. The Institute shall be entitled to rely upon any such certification. |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body | The property, business, and affairs of The Institute shall be managed and controlled by its Board of Directors (the "Board"). The Board shall consist initially of the six (6) directors named in the Certificate of Formation as originally filed with the Secretary of State of Texas, plus three (3) additional Board seats to be filled by Independent Directors. Of the nine (9) Directors, three (3) Directors shall be appointed by Welch Foundation (the "Welch Directors"), which shall include at least one (1) Welch Foundation Board member and two (2) additional individuals designated by Welch Foundation. Of the nine (9) Directors, three (3) Directors shall be appointed by Rice University (the "Rice Directors"). The initial Welch Directors and Rice Directors are set forth in the Certificate of Formation. The remaining three (3) Directors (each an "Independent Director") shall be appointed by an Independent Nominating Committee and approved by the six (6) other Directors appointed by Rice University and Welch Foundation. In addition, the President/Executive Director shall serve as an ex officio non-voting member of the Board. Current board members of Welch Foundation and Rice University and current members of Welch Foundation's and The Institute's Scientific Advisory Board are not eligible to serve as Independent Directors. |
| Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders | Pursuant to The Institute's Bylaws Articles III Section 2, a. The Institute (and any officers or agents acting on its behalf) shall not take any of the following actions without having first received the prior approval of the Board and each Member: (i) approval of the capital budget and operating budget of The Institute, and any amendments thereto; (ii) approval of the creation of any corporation or other entity of which The Institute is the sole member or controlling member, or of the affiliation of The Institute with any other entities for the purposes of the joint conduct of business or other purposes, whether in the form of participation in said organization or entity through the holding of stock or by membership or in the form of partnership, joint venture, co-tenancy or any other form of ownership or control; and (iii) any amendment or modification to these Bylaws or the Certificate of Formation, except in connection with a Welch Election (as defined in the Operating Agreement) in accordance with the Operating Agreement. b. The Institute (and any officers or agents acting on its behalf) shall not take any of the following actions without having first received the prior approval of the Board and Rice University: (i) approval of any loans by The Institute, or the incurring of any indebtedness in excess of $750,000; (ii) approval of contracts with estimated fees in excess of $250,000, unbudgeted expenditures in excess of $100,000, or any increase in any approved annual operating or capital budget; (iii) approval of compensation paid to any trustee or director of The Institute or any related party transaction with any trustee or director of The Institute; (iv) the sale, lease, exchange or other disposition of all or substantially all of the property or assets of The Institute, or merger or consolidation of The Institute with another corporation; (v) approval of the filing of a plan or petition for reorganization, liquidation or dissolution of The Institute, except in connection with a Welch Election (as defined in the Operating Agreement) in accordance with the Operating Agreement; and (vi) approval of any conveyance of, or the granting of mortgages, trusts, or security interests in any real or tangible assets of The Institute. Notwithstanding anything herein to the contrary, Welch Foundation, in its capacity as a Member, shall not be permitted to vote on or consent to any of the matters set forth in Section 2(b) of this Article III. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | The Form 990 is prepared by the staff in the Controller's Office of Rice University (EIN 74-1109620). It is reviewed by The Controller of Rice University and the officer of the Institute, before filing to the IRS. |
| Form 990, Part VI, Line 12c Conflict of interest policy | The Institute adopts and follows its own conflict of interest policy. The Directors, Corporate Officers and committee members of The Institute shall exercise the utmost good faith in all transactions touching upon their duties to The Institute. Employees of Rice University performing services for The Institute shall also comply with related conflict of interest policies of the University. Although it is recognized that a degree of duality of interest may exist from time to time, such duality shall not be permitted to influence adversely the decision-making process of the Institute. To this end, persons subject to this policy shall promptly report the possible existence of a conflict of interest for themselves or their immediate family members. Annually, the Rice University Office of General Counsel shall send to the Directors, Corporate Officers and committee members of The Institute a copy of this resolution on conflict of interest, together with an explanation and a questionnaire to be completed and returned. An appropriate report shall be submitted by the Rice University Office of General Counsel to the Board of Directors of The Institute concerning any interests so disclosed. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official | Directors of The Institute shall not receive any salary or compensation for their services as Directors; provided, however, that nothing contained herein shall be construed as precluding any Director from receiving compensation in a reasonable amount for personal services rendered (other than services rendered as a Director) that are reasonable and necessary in carrying out The Institute's purposes as the Board may from time to time determine. A Director may be entitled to reimbursement for reasonable expenses incurred in carrying out such person's duties as a Director. Officers, other than those appointed by Rice University, shall be entitled to receive salary or compensation in a reasonable amount for such personal services rendered that are necessary and reasonable in carrying out The Institute's purposes as the Board may from time to time determine; provided, however, that in no event shall such salary or compensation be excessive. |
| Form 990, Part VI, Line 15b Process to establish compensation of other employees | SEE PART VI, LINE 15A |
| Form 990, Part VI, Line 19 Required documents available to the public | FORM 990 AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. THE INSTITUTE DOES NOT PRODUCE SEPARATE AUDITED FINANCIAL STATEMENTS. THE CONSOLIDATED FINANCIAL STATEMENTS OF RICE UNIVERSITY (EIN 74-1109620), WHICH INCLUDES THE ACTIVITIES OF THE INSTITUTE, ARE AVAILABLE ON RICE'S WEBSITE. THE ARTICLES OF INCORPORATION ARE FILED WITH THE STATE OF TEXAS AND ARE PUBLICLY AVAILABLE. |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | LIQUIDATION DISTRIBUTION - -14485109; |
| Software ID: | 23017437 |
| Software Version: | 2023v6.0 |