This report presents an evaluation of projects funded under the second round of the Union Modernisation Fund (UMF2). The evaluation of UMF2 projects is on the whole supportive. Judged against their aims and objectives, completed projects were successful. Unions are also starting to translate the outputs of projects into longer-term outcomes. Two areas where this is particularly evident is around the transformational nature of equality and diversity projects and the importation of management models into unions, both of which have promoted deeper cultural change and new debates on professionalism. Given the limited resources provided by the UMF, the results in many respects have been impressive. Where the evaluation has been more critical is around the wider issue of demonstration. This has been emphasised, not explicitly in terms of dissemination per se, but in terms of the need for lessons learnt from the UMF2 to become part of a wider conversation of modernisation across the union movement. The issue is one of sustaining the legacy of the UMF2.