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The Other Foundation (tOF) is an African trust dedicated to advancing human rights in southern Africa, with a particular focus on lesbian, gay, bisexual, transgender and intersex (LGBTI) people. Our primary purpose is to expand resources available to defend and advance the rights and wellbeing of LGBTI people in the southern African region. We do this by working both as a grant-maker and a fundraiser.The founding board of tOF was first convened in Johannesburg, South Africa, in August 2013. At that initial meeting concern was expressed about the need for the membership of the board to better reflect the diversity of the southern Africa region. However, it was also noted that the funding for the establishment of the Foundation was a generous challenge grant from Atlantic Philanthropies, that set very specific fund raising targets within specified time-frames. It was therefore agreed that the founding board would set a limited number of tasks to fulfill, leading to the establishment of a board more appropriately reflective of the community it was established to serve. The three tasks were: (a) appoint the founding CEO; (b) undertake a pilot grant making initiative; and (c) work with the incoming CEO on a strategic plan.This report outlines the work that was involved in the development and implementation of the pilot grant making initiative, as well as reporting on the first grants that were allocated by the foundation. tOF received 114 applications for funding, from seven different countries, through an open call to support work that 'advances the rights and well-being of LGBTI people in Southern Africa'. 12 peer reviewers from six different countries in southern Africa, were selected through an open call for nominations to work with the board to select the proposals to be funded. The peer reviewers worked in four teams of 3 reviewers each, facilitated by a board member, to come to a consensus about which projects to recommend for funding. The process began by each reviewer individually assessing a number of applications, and then coming together in teams to share their findings.32 proposals were recommended for funding to the Board. About R3.1 million rand was awarded in grants ranging in size from R 10,000 to R 500,000. Grants were allocated in South Africa, Botswana, Namibia, Zimbabwe, and Malawi. Work that tOF will be supporting includes: investigating how midwives deal with inter-sex babies in Botswana; a holiday camp for children of LGBT people in South Africa; research into gender non-conformity in Swaziland; a book on Queer African Theology; mainstreaming issues related to sexual orientation in religious curricula in a university in Zimbabwe; as well as supporting anchor institutions in the region that are responsible for doing ground breaking work around the region through the Out in Africa film festival, the gay and lesbian archives, and trans and gender identity based advocacy work.