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Portfolio management models emerged from recent shifts towards consumer choice and supply-side diversity. In this model, various school operators manage schools under the purview of a single district. Operators are granted considerable autonomy in exchange for accountability to specific achievement metrics. This model’s success depends on each operator developing the capacity to construct effective systems to meet achievement goals. This dependence is particularly salient in turnaround contexts, where operators must generate rapid gains in student achievement in highly challenging environments. Using an inter-organizational relations framework, we consider how one portfolio management model district’s structure and capacity shaped its ability to support organizational learning and improvement among operators as they attempted to build the capacity for the challenging work of turnaround.