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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. Partners in the collaborative included three family foundations that together made an initial $1.6 million pooled investment over three years, and eight nonprofits that collectively served more than 7,000 low-income middle and high school students outside normal school hours. From the start of the partnership, funders and grantees held regular meetings focused on shared learning, trust building and dialogue. 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. The funders invested another $900,000 into a second phase of the work and 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.