TERMS OF REFERENCE (ToR) for International Consultant: Outsourcing Fund Management Services

1. Background

The Mastercard Foundation is partnering with JaRco Consulting, an Impact Partner, to deliver an impact monitoring programme in East Africa. To strengthen fiduciary oversight, financial stewardship, compliance, and operational sustainability, JaRco Consulting intends to engage an independent and experienced Fund Manager. The Fund Manager will manage programme funds, support compliant disbursement and reporting, mitigate financial and operational risks, and build the financial management capacity of JaRco Consulting and participating partners. The engagement will be governed by the applicable agreement with the Mastercard Foundation, approved programme documents, and relevant laws and professional standards.

2. Purpose and Objectives of the Assignment

The Fund Manager will serve as an independent fiduciary and fund administration partner. The assignment aims to: (i) safeguard programme funds; (ii) ensure that disbursements and expenditures are eligible, properly authorized, documented, and timely; (iii) provide accurate financial information for decision-making and accountability; (iv) identify and mitigate financial, compliance, and operational risks; and (v) strengthen systems and capabilities so that JaRCO Consulting and participating partners can sustainably manage programme resources.

3. Scope of Work and Key Responsibilities

Working in close coordination with JaRCO Consulting and the Mastercard Foundation, the Fund Manager will perform the following functions:

1. Fund administration and custodianship: Establish and operate a dedicated programme bank account; maintain complete accounting records; manage cash flow, foreign exchange, and bank reconciliations; and safeguard funds in accordance with approved agreements and procedures.
2. Disbursement management: Process payments and partner disbursements only after documented programme approval, budget availability checks, eligibility verification, and completion of required supporting documentation.
3. Due diligence and partner risk assessment: Assess legal status, governance, internal controls, financial capacity, procurement, banking, safeguarding, ethics, sanctions, anti-fraud, anti-bribery, anti-money-laundering, and operational readiness; assign risk ratings and agree proportionate mitigation plans.
4. Financial monitoring and compliance: Review expenditure against approved budgets, work plans, milestones, and funding conditions; verify supporting documents; identify ineligible or unsupported costs; and monitor corrective actions.
5. Financial reporting: Prepare accurate monthly, quarterly, annual, and close-out reports, including budget-versus-actual analysis, forecasts, bank reconciliations, disbursement schedules, partner balances, risk updates, and explanatory notes.
6. Risk management and assurance: Maintain a fiduciary risk register; promptly escalate suspected fraud, conflicts of interest, material control failures, regulatory breaches, or other significant issues; facilitate audits and reviews; and track agreed recommendations to closure.
7. Procurement and value for money: Review procurement and contracting processes for compliance, competition, documentation, reasonableness of cost, and value for money, while preserving a complete audit trail.
8. Capacity strengthening: Conduct periodic capacity assessments and provide targeted coaching, tools, templates, and systems support to JaRCO Consulting and participating partners.
9. Stakeholder coordination and field verification: Maintain effective working relationships, participate in governance and review meetings, and undertake risk-based site visits when required.

4. Key Deliverables and Indicative Timelines

• Inception report: Work plan, staffing, governance arrangements, communication protocol, reporting calendar, and initial risk assessment, submitted within 15 working days of contract commencement.
• Fund management procedures: Approved operations manual covering account management, approvals, disbursements, accounting, procurement review, document retention, incident escalation, and close-out, submitted within 30 working days.
• Due diligence reports: Risk-rated assessment and mitigation plan for JaRCO Consulting and each participating partner before the first disbursement, with periodic refreshes.
• Periodic financial reports: Monthly management accounts and quarterly consolidated financial and compliance reports, submitted according to the agreed calendar.
• Capacity-strengthening plan: Prioritised actions, training schedule, tools, and progress updates, informed by assessed gaps.
• Annual and close-out packages: Financial statements, reconciliations, asset and commitment schedules, audit support files, final account closure, and handover documentation.

5. Governance, Reporting, and Accountability

The Fund Manager will report to JaRco Consulting’s designated contract manager and will work with the Mastercard Foundation’s designated representatives. A written responsibility and approval matrix will define programme approvals, fiduciary verification, bank mandates, payment authorization, escalation thresholds, and segregation of duties. The Fund Manager will remain independent in its fiduciary assessments and must disclose actual, potential, or perceived conflicts of interest. Programme ownership and programmatic decision-making will remain with JaRco Consulting and the Mastercard Foundation, as applicable.

6. Minimum Eligibility and Technical Qualifications

• A legally registered firm or eligible institution authorized to provide fund administration, fiduciary, accounting, or related professional services in the relevant jurisdiction or jurisdictions.
• At least five years of demonstrable experience managing donor, development finance, impact investment, grant, or pooled-fund portfolios of comparable complexity, including at least one assignment valued at USD 5 million or more.
• Proven East African experience and familiarity with applicable regulatory, banking, tax, foreign exchange, and development-partner requirements. Country-specific experience should match the final programme footprint.
• Strong systems for accounting, internal control, cybersecurity, data protection, document retention, business continuity, sanctions screening, anti-fraud, anti-bribery, anti-money-laundering, and whistleblowing.
• Experience in partner due diligence, risk-based monitoring, grants administration, audit support, value-for-money review, and institutional capacity strengthening.
• A multidisciplinary team led by a senior fund manager, with suitably qualified finance, grants, compliance, risk, and operations personnel. Relevant professional credentials may include ACCA, CPA, CA, CFA, CIMA, or equivalent qualifications.
• Demonstrated ability to manage multiple consortium partners efficiently and produce clear, accurate, and timely reports in English.

7. Proposal Submission Requirements

1. Company profile, legal registration, ownership information, licences, tax compliance evidence, and office locations.
2. Technical proposal describing the bidder’s understanding, methodology, work plan, quality assurance, risk approach, technology platform, service levels, and transition arrangements.
3. Team structure, availability, role allocation, and curricula vitae of key personnel.
4. Evidence of comparable assignments, including contract values, countries, client references, and outcomes.
5. Audited financial statements for the latest three completed financial years and evidence of professional indemnity or other relevant insurance.
6. Conflict-of-interest declaration and disclosure of any actual or proposed subcontractors.
7. Separate financial proposal, stated in the requested currency, showing professional fees, reimbursable expenses, taxes, assumptions, and any volume-based charges.

8. Evaluation Criteria

9. Contract Period and Duty Station

Commencement date: November 1^st, 2026

The contract period: Contract period: November 1^st, 2026 to May 2027

Principal duty station: Preferably East Africa region

Implementation schedule, and any option for extension will be stated in the final agreement. Performance will be reviewed against agreed service levels and key performance indicators.

10. Confidentiality, Data Protection, and Records

The Fund Manager will protect confidential, personal, financial, and commercially sensitive information; apply appropriate access controls and secure data handling practices; retain complete records for the period specified in the contract; promptly report data or security incidents; and return or securely dispose of information at close-out, subject to legal and audit requirements.

11. Reservation and Finalization

JaRco Consulting reserves the right to verify information, request clarifications, conduct reference and integrity checks, negotiate with the highest-ranked bidder, cancel the process, or reject any proposal without incurring liability, subject to applicable procurement rules. Before issue, JaRCO Consulting should complete all bracket-free administrative details, including the programme countries, contract term, submission deadline, submission address, contact person, currency, tax treatment, and expected start date.

12. Clarifications and Pre-Bid Inquiries

Interested bidders may request clarifications regarding the Terms of Reference or the bidding process.

Inquiry Email: Send all formal questions and requests for clarification to: hresources@jarco.info

Clarification Deadline: All inquiries must be received in writing by September 23, 2026

Email Subject Line: Clarification Request: Fund Management Services

Note: Requests submitted after September 23, 2026, will not be addressed.