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The Silicon Valley Out-of-School-Time Collaborative invested in a cohort of regional nonprofit organizations to sustain and strengthen their ability to serve more students with stronger academic and social-emotional programming. A midcourse evaluation of the collaborative showed that grantees were stronger, programs were better and are reaching more students, and funders had adopted new, collaborative grantmaking practices. A second phase of the work was committed to more flexibility –– letting grantees drive the group’s planning and learning efforts, and manage consultants, budgeting and group communications. Grantees also opted to redirect the focus of the collaborative from capacity building to program development and evaluation, with the added goal of sharing effective afterschool and summer program models with others, both inside and outside the region.