Terms of Reference - Endowment Fund Feasibility, Design & Setup Consultancy

UBONGO International

REQUEST FOR PROPOSALS

Terms of Reference

Endowment Fund Feasibility, Design & Setup Consultancy

1. Background

Ubongo International (“UI”) is a non-profit organization that creates fun, localized, and multi-platform educational media that reaches millions of families through accessible technologies. UI's programs significantly improve school readiness and learning outcomes for kids and also promote social and behavioral change for kids, caregivers, and educators.

Ubongo International is seeking a highly qualified consultant or advisory firm to assess the feasibility of establishing an endowment fund, design the optimal fund structure, and provide actionable guidance on setup, governance, and initial capitalisation strategy.

2. Objectives

The consultancy will pursue the following objectives:

Assess the feasibility of establishing an endowment fund tailored to Ubongo International’s organisational stage, legal context, and strategic ambitions

Evaluate and recommend the optimal endowment structure, legal vehicle, and d omicile

• •Design the governance framework, that aligns with Ubongo’s investment policy, and will guide the funds
• implementation / funding modalities mostly located in the African continent.

Develop a realistic capitalisation pathway, including seed funding strategy, donor cultivation, and target endowment size

Identify and evaluate potential fund managers, custodians, and fiduciary partners

Provide a detailed implementation roadmap with prioritised actions, timelines, and cost estimates

Build internal capacity at Ubongo to manage and steward the endowment over time

3. Scope of Work

Phase 1: Organisational & Financial Readiness Assessment (Weeks 1–2)

Review Ubongo's consolidated financial statements, revenue trends, reserves policy, and existing investment holdings

Assess Ubongo International’s current legal structure, jurisdiction considerations, and regulatory environment

Benchmark Ubongo International’s financial health against comparable nonprofits that have established endowments

Produce a readiness assessment identifying strengths, gaps, and prerequisites for endowment establishment

Phase 2: Endowment Models & Structural Options Analysis (Weeks 2–4)

Research and evaluate endowment models: standalone foundation, donor-advised fund, board-designated endowment, hybrid structures

Analyse domicile options considering legal requirements, tax efficiency, and donor attractiveness

Assess investment policy options: asset allocation frameworks, ESG mandates, and liquidity requirements

Model different spending rule scenarios and long-term endowment growth impact

Present a structured options analysis with clear trade-offs, recommendations, and rationale

Phase 3: Governance & Investment Policy Design (Weeks 4–6)

Design the endowment's proposed governance structure: board composition, investment committee charter, and fiduciary responsibilities

Draft an Investment Policy Statement (IPS) covering allocation targets, permissible investments, rebalancing rules, and other considerations

Develop a Spending Policy defining the annual distribution formula, approval process, and conditions for principal access

Design conflict-of-interest, transparency, and accountability mechanisms aligned with international best practices

Phase 4: Capitalisation Strategy & Donor Engagement Plan (Weeks 6)

Define a target endowment size based on Ubongo’s grantees operational needs and growth ambitions

Develop a phased capitalisation strategy: seed capital, challenge match campaigns, planned giving, and institutional funder engagement

Identify and profile 20–30 prospective lead donors (foundations, HNWI, DFIs) for endowment-building conversations

Develop a compelling case for support: narrative, impact framing, and donor value proposition

Advise on named fund opportunities, donor recognition structures, and legacy giving programme design

Phase 5: Setup Roadmap, Fund Manager Selection & Implementation Support (Weeks 7–8)

Develop a step-by-step implementation roadmap covering legal setup, regulatory filings, and fund manager selection

Produce a selection framework for screening and appointing a fund manager and custodian bank

Evaluate at least 3 candidate fund managers and provide a comparative assessment and recommendation

Estimate all setup costs, ongoing management fees, and administrative costs

Conduct a capacity-building workshop for Ubongo's board and finance team on endowment stewardship and reporting

4. Deliverables

Deliverable 1: Inception Report — refined scope, methodology, and work schedule (Week 2)

Deliverable 2: Organisational & Financial Readiness Assessment Report (Week 3)

Deliverable 3: Endowment Structural Options Analysis with recommendations (Week 4)

Deliverable 4: Draft Investment Policy Statement (IPS) and Spending Policy (Week 5)

Deliverable 5: Endowment Governance Framework — committee charter and board policies (Week 7)

Deliverable 6: Capitalisation Strategy & Case for Support (Week 7)

Deliverable 7: Fund Manager Selection Framework and Comparative Assessment (Week 7)

Deliverable 8: Implementation Roadmap with legal setup checklist and cost estimates (Week 8)

Deliverable 9: Final Consultancy Report — consolidated findings and recommendations (Week 8)

5. Duration & Timeline

The consultancy runs over eight (8) weeks from contract signing.

6. Qualifications & Experience Required

Essential Requirements

Minimum 8 years of experience in endowment management advisory, nonprofit finance, or institutional investment consulting

Demonstrated experience advising nonprofit organisations or social enterprises on endowment establishment or management

Deep knowledge of endowment governance, investment policy design, and spending rules best practices

Familiarity with legal and regulatory frameworks for nonprofit endowments in relevant jurisdictions (East Africa and/or US)

Strong financial modelling skills for long-term endowment growth and distribution scenario analysis

At least 3 verifiable references from comparable endowment advisory or fund setup engagements

Highly Desirable

Experience working with African nonprofits, foundations, or social enterprises

Knowledge of ESG and impact investing frameworks applicable to endowment portfolios

Existing relationships with fund managers, custodian banks, or philanthropic intermediaries

Experience designing donor cultivation and planned giving programmes for endowment campaigns

7. Evaluation Criteria

Technical Approach, Methodology & Work Plan: 30%

Relevant Experience — Endowment Advisory & Nonprofit Finance: 25%

Team Qualifications & Depth of Expertise: 20%

Financial Proposal & Value for Money: 15%

Understanding of Ubongo's Context & Fit: 10%

8. Proposal Requirements

Proposals must include the following:

Technical Proposal: detailed approach, methodology, phased work plan, and team composition (maximum 20 pages)

Financial Proposal: itemised budget with daily rates, estimated days per phase, total fees, and payment schedule (submitted separately)

Firm/Consultant Profile: overview, credentials, and relevant client portfolio

Case Studies : minimum 2 detailed examples of prior endowment advisory engagements, including scope, outcomes, and endowment size

Sample Deliverables : examples of prior IPS, governance frameworks, or endowment feasibility reports (may be anonymised)

References: minimum 3 professional references from comparable engagements

Conflict of Interest Declaration

9. Ethical & Compliance Requirements

The selected consultant will be expected to:

Maintain strict confidentiality of all Ubongo financial, strategic, and donor information

Disclose any existing or potential conflicts of interest, including relationships with fund managers or custodians recommended during the engagement

Operate in accordance w