April 20, 2005

Mr. Jim Maddy

Executive Director

Resources Legacy Fund Foundation

555 Capitol Mall Suite 675

Sacramento, California 95814

Dear Mr. Maddy,

I am pleased to enclose and submit for your consideration a proposal
from the National Fish and Wildlife Foundation\... The Foundation is
requesting a grant of \$115,723 for the California Desert Conservation
Fund (Fund).

The National Fish and Wildlife Foundation (Foundation) has made a
strategic commitment to increase grant making in California's desert
regions. We believe the next year will be a critical period where we
clarify how we can make the greatest possible impact over the next five
years by establishing the Fund, growing multiple sources of funding, and
directing those funds to projects that will help to conserve desert
habitat and species.

A grant of \$115,723 will enable us to launch the Fund, define and
develop revenue streams, and identify and benchmark our goals for
dollars invested over the next three years. Approximately one-half of
the grants (\$50,000) will be used to establish and provide seed funding
to create the Fund. The remainder (\$65,723) will be directed to
developing an aggressive fund-raising plan and significant outreach for
long-term funding. Growing the Fund over the next few years will involve
3 key elements: 1) expanding existing federal partnerships and engaging
new federal agency and state support to provide increased funding; 2)
building foundation, local business and corporate sponsorship of grants;
and 3) finding a Congressional champion to support direct appropriations
for the program. We are well positioned to achieve success on each of
these fronts.

I appreciate the invitation to submit this proposal and am also
enclosing a summary of the Foundation's grant making to-date in support
of projects that benefit California's deserts. Support from the
Resources Legacy Fund Foundation will allow us to participate more fully
in desert conservation in California. Thank you for your interest and
please call if you have any questions or would like to discuss the
proposal.

Sincerely,

Claire Thorp

Director, Southwest Region

Proposal to the Resources Legacy Fund Foundation

Submitted by

The National Fish and Wildlife Foundation

April 20, 2005

[Executive Summary]{.underline}

The National Fish and Wildlife Foundation respectfully requests a grant
of \$115,723 to provide support for the conservation of the natural
resources of California's deserts. If approved, a grant from the
Resources Legacy Fund Foundation will enable us to launch the California
Desert Conservation Fund (Fund), define and develop revenue streams, and
identify and benchmark our goals for dollars invested over the next
three years. Approximately one-half of the grant (\$50,000) will be used
to establish and provide seed funding to create the Fund. The remainder
(\$65,723) will be directed to developing an aggressive fund-raising
plan and significant outreach for long-term funding. Growing the Fund
over the next few years will involve 3 key elements: 1) expanding
existing federal partnerships and engaging new federal agency support to
provide increased funding; 2) building foundation, local business and
corporate sponsorship of grants; and 3) finding a Congressional champion
to support direct appropriations for the program. The National Fish and
Wildlife Foundation has made a strategic commitment to increase grant
making in California's desert regions and is well positioned to achieve
success on each of these fronts. We believe the next year will be a
critical period where we clarify how we can make the greatest possible
impact over the next five years by establishing the Fund, growing
multiple sources of funding, and directing those funds to projects that
will help to conserve desert habitat and species.

[Applicant Background]{.underline}

The National Fish and Wildlife Foundation (Foundation) is a tax exempt
(501(c)(3) non-profit organization established by Congress in 1984 and
dedicated to the conservation of fish, wildlife and plants, and the
habitats on which they depend. Its goals are natural resource
management, habitat protection and restoration, and conservation
education. Our investments to-date have provided support for 7,273
projects and used \$305.1 million federal dollars to leverage more than
\$613.7 million in total funding for conservation. The Foundation
facilitates partnerships between the public and private sectors, which
increases the impact of federal funds by our core agency partners -- the
US Fish and Wildlife Service, National Oceanic and Atmospheric
Administration, USDA-Forest Service, Bureau of Land Management,
Environmental Protection Agency, and USDA-Natural Resource Conservation
Service.

The Foundation's headquarters office is located in Washington, D.C., and
five regional offices are located across the country in Atlanta (GA)
Fort Snelling (MN), Dallas (TX) San Francisco (CA), and Portland (OR).
Total staff numbers 75 with the largest offices on the east and west
coasts. Our grant making has resulted in over 17.4 million acres of
restored wildlife habitat and over 21,000 miles of restored streams and
waterways. We have helped countless species and built educational
programs to nurture the next generation of stewards.

[Proposal Background]{.underline}

The increasing demands placed on desert resources and degradation of
those resources from past misuse requires new and focused funding
support for cooperative desert protection, management, and restoration
projects. The Mohave and Colorado Desert landscapes in California,
encompassing 25 million acres, are within a day's drive of more than 40
million people. Widely used for a variety of outdoor recreation
activities, the deserts are also critically important both as havens for
wildlife, and as training grounds for the United States military. They
support a wealth of diverse life forms specially adapted to the extreme
conditions found there. The Nature Conservancy and the Association for
Biodiversity Information list the California Desert as one of five
hotspots for conservation in the United States based on species richness
and species rarity. These deserts are many things to many people -- a
place to recreate, explore, test new technology, and to live.

Twenty million acres of the California deserts are publicly owned and
include five military bases, three national parks, 14 state parks, and
the California Desert Conservation Area, managed by the Bureau of Land
Management. The escalation in conflicting demands on the land requires
that all levels of government work together for more efficient and
effective management. In 1994, the Desert Managers Group (DMG) was
established to bring together agencies with diverse missions, yet common
goals, in planning and management of the desert's natural and cultural
resources.

The DMG was founded on the principle that many of the resource issues in
the desert can only be addressed through collaborative ecosystem
management. Recovery of the desert tortoise, protection of desert water
resources, and restoration of riparian ecosystems are a few of the
examples where an interagency approach is necessary for success.

Partners in the DMG include the: Department of Interior (Bureau of Land
Management, Fish and Wildlife Service, National Park Service, Geological
Survey), the State of California (Department of Fish and Game,
Department o Parks and Recreation, Department of Transportation), and
the Department of Defense (seven Army, Navy, Air Force, and Marine Corps
bases), the US Forest Service, and Kern and San Bernardino counties. The
USGS serves in a science support role to the DMG.

Through Matching Grant and Special Funds Programs, the Foundation has
made close to \$1.5 million in federal funds available for projects in
California's desert regions. The federal funds awarded through our
Matching Grant Program have leveraged more than \$3 million in
non-federal dollars for a total investment of over \$4.5 million that
was directed to the conservation of the state's desert lands and
resources. We have also increased resources for desert conservation
beyond California through both the Matching Grant Program and through
the disbursement of mitigation and enhancement funds managed as Special
Funds at the Foundation. The range of project support provided to
federal agencies and non-profit organizations has been broad. For
example, the Foundation has awarded grants to assess the impacts of
recreational activities on public lands, control saltcedar to benefit
the desert pupfish, manage sand dune habitats, acquire key desert and
riparian habitat and maintain wildlife corridors, protect the desert
tortoise, and build partner capacity for collaborative natural resource
management. A summary of matching grants made is included as an
Attachment with this proposal.

We have now reached a point where we recognize that we can bring larger
sources of project investment funds to the California deserts if we have
a well-defined investment niche focused on specific desert resource
needs and opportunities. The Foundation has established a successful
track record in creating sound models for focused geographic
conservation. We will build on the expertise gained through the
development and implementation of models such as our Chesapeake Bay and
Delaware Estuary Programs. The goal of the Foundation will be to develop
a well-defined investment strategy that maximizes both the overall
long-term dollar investment we can bring to the state's desert resources
and that focuses our funding to address the challenges of protecting the
integrity of the desert's natural systems and its rich biological
diversity.

[Specific Request]{.underline}

The Foundation proposes to establish the California Desert Conservation
Fund (Fund) to attract new resources to support the work of the DMG and
other groups who share the goal of conserving and enhancing California's
desert region through cooperative ecosystem management.

Priority Objectives for 2005-2006

-   Fund Creation -- An umbrella California Desert Conservation Fund
    will be created and allow for deposits from multiple funding
    sources. As we raise the visibility for desert conservation, we
    anticipate attracting federal funds, corporate contributions, and
    other private sector dollars. There is strong interest at
    Congressional and federal agency levels in the creation of a vehicle
    to accept funds for the purpose of directing investments in
    conserving the desert's natural resources. Legal requirements that
    preclude commingling of federal and non-federal funds dictate
    maintaining separate sub-accounts. The Foundation's investment in a
    state-of-the-art financial tracking system facilitates separate
    tracking of sub-account deposits and disbursements under the Fund as
    necessary.

-   Strategic Fund Raising -- Design and implementation of an aggressive
    fund raising plan to grow fund deposits will draw on collaboration
    that brings together the expertise of the Foundation's Development
    Team, Regional Directors, and Financial and Government Relations
    Team. Potential corporate sponsors will be targeted and market
    revenue streams pursued to help frame and define the scale of the
    campaign. Key stakeholders will be identified and meetings convened
    to gain a better shared understanding of desert issues and develop
    buy-in. Outreach will extend to federal and state agency partners
    and non-governmental groups such as Friends of the Desert Mountains,
    the Desert Tortoise Preserve Committee, the Nature Conservancy,
    Anza-Borrego Foundation, and the Big Horn Institute.

-   Establishing Goals for Investment Dollars -- Our goal will be to
    increase the quantity and quality of grant support for desert
    conservation. Working with the Desert Managers Group, the
    Foundation's Conservation Science Officer and Director of Evaluation
    will provide guidance for establishing preliminary benchmarking
    goals and criteria for project selection.

[Use of Grant Award Funds]{.underline}

If awarded, of the total grant award of \$115,723, approximately
one-half, \$50,000, will be used to establish and provide seed funding
for the California Desert Conservation Fund. An administrative fee of
10% will be taken to initially establish the Fund. The remaining funds
will be placed in a segregated, interest-bearing account and will not be
released until the corpus of the Fund is increased by at least
\$250,000. After the administrative fee is deducted and remaining funds
deposited into the Fund, allocation and release of the seed deposit of
\$45,000 plus additional deposits will be made based on agreed upon
criteria for pre-granting to desert projects of mutual interest to the
Foundation and your staff and/or to help cover new federal fund
administration costs to be developed with the Foundation.

As the corpus of the Fund increases, the Foundation's responsibilities
may range from basic management and fiduciary services including
tracking deposits and disbursements and investment income; paying and
processing project disbursements, and preparing financial reports to
administering an RFP and associated workshops, including project
solicitation and development, notification of awards, issuance of grant
agreements, project implementation and oversight, contract modification
and problem solution, and evaluation of program accomplishments and
effectiveness.

An Advisory Council will be formed and convened to define priorities and
help refine guidelines for project selection to address the changing
desert issues and needs. The Council will be comprised of DMG, RLFF/RLG,
and Foundation representatives and may also include independent
scientists/academicians, and representatives of other non-governmental
stakeholder organizations. Projects will be funded by the Foundation in
accordance with the priorities and recommendations of the Advisory
Panel.

The remaining \$65,723 of the grant award will be allocated for efforts
to secure additional monies for the Fund, specifically, by providing
support for staff time dedicated to growing the Fund. The goal will be
to engage the broadest possible base of partners for collaborative
conservation. Potential future sources of income for the Fund will
include, but not be limited to: 1) federal and state appropriations and
agency grants; 2) funds directed to the Foundation as a result of
natural resource violations -- fines, penalties, or other court-directed
monetary settlements; 3) contributions from individuals, corporations,
and foundations; and 4) partnerships with desert-related interests such
as the off-road vehicle manufacturers. During the past year, we have
received a positive response from members of Congress and are working in
consultation with Congressman Lewis, Chairman of the House
Appropriations Committee, to expand resources for desert conservation.

The timeline for Year One of this project is July 2005 -- June 2006. At
the end of Year One, our success will be measured by: a) a demonstrable
shared understanding of desert issues achieved by convening group and
individual meetings of partners and stakeholders; b) a multi-year
strategic fund raising campaign plan with feasible parameters
established by determining potential state and federal capitalization
and mitigation levels and identifying potential corporate sponsors; and,
c) formation of an Advisory Council to provide guidance for project
selection.

[Principal Staff]{.underline}

Claire Thorp, Director, Southwest Region

Claire Thorp joined the Foundation in October of 2000 and served as
Associate Director of Development and Programs before becoming the
Director of the Foundation's Southwest Region. She is an educator and
lawyer by training with specialization in environmental law and justice.
She began her career in conservation as a naturalist with the Audubon
Society and later served as Managing Director of the Silicon Valley
Toxics Coalition. She holds a Bachelors Degree in Biology from Chatham
College and a joint Juris Doctor/Master's degree in Environmental Law
and Policy from Vermont Law School and Golden Gate University where she
was selected as the school's first Environmental Law Fellow. Claire is a
member of the State Bar of California.

Elizabeth Madison, Director, Corporate Development

Prior to joining the Foundation in December 2004, Elizabeth Madison
owned Madison Consulting, where she worked as an instructor with federal
land management agencies and served as fundraising counsel to national
and regional conservation organizations. She served for eight years as
the vice president of development at The Conservation Fund, which is
recognized as a leader in sustainability, land acquisition and
aquaculture, and for training conservation leaders. Madison has more
than 20 years of professional experience with nonprofits, public
agencies and corporate philanthropic programs, working in major gifts,
capital and endowment campaigns, foundation giving, event fundraising
and workplace giving. She currently serves as a director of the
Equestrian Land Conservation Resource. Madison earned a master's in
American studies and bachelor's in history and anthropology from the
College of William and Mary in Williamsburg, Va. She began her career in
conservation as a national park ranger in several National Park Service
areas, including Jamestown and York Town Battlefield in Virginia, the
Grand Canyon and national parks in and around the nation's capitol.

Jennifer Lewin, Assistant Director of Development

Jennifer Lewin joined the National Fish and Wildlife Foundation as the
Assistant Director of Development in 2005. Prior to joining the
Foundation, Jennifer was the Director of Development for Social
Accountability International, an organization dedicated to improving
workplace conditions through voluntary labor standards. Jennifer began
her career at The Conservation Fund, where she worked from 1994-2001.
During her tenure, she held various positions in the development
department, including Senior Associate, Director of Development.
Jennifer has an MBA from the New York University Stern School of
Business and a BA from Middlebury College.

Lorraine Howerton, Director, Government and External Relations

Lorraine Howerton is the director of government relations and external
affairs for the National Fish and Wildlife Foundation. She joined the
Foundation in 1999 with 20 years of expertise in the field of government
relations and public policy. Prior to joining the Foundation, she served
as a senior vice president at a Washington-based satellite navigation
consulting group and, before that, was vice president of planning for
the nation's premiere trade association for the commercial airline
industry. She also was a legislative consultant to a major Washington,
D.C., law firm. In addition, Ms. Howerton spent 14 years on Capitol Hill
working for Congressman Larry Coughlin, a senior member of the
Appropriations Committee. She served as his chief of staff and
Appropriations Committee associate. Ms. Howerton holds a bachelor of
arts degree in public affairs from Trinity College.

Peter Bower, Chief Financial Officer

Peter Bower joined the National Fish and Wildlife Foundation in April
2003. Prior to joining the management team, he served as a consultant to
the foundation for approximately eight months. Prior to that, Mr. Bower
served as chief financial officer and as part of management teams for
various companies in the service, healthcare and construction industries
over a span of 13 years. As a CFO, he contributed significantly to the
growth and improved profitability of the various companies through his
participation in the management process, acquisitions, implementation of
new systems and processes, and his focus on improving cash flows. Before
becoming a CFO, he spent several years in investment banking and more
than 15 years in public accounting with an international firm with whom
he became a partner within 10 years. Mr. Bower graduated from the
University of Illinois, Champaign-Urbana Campus, with a bachelor of
science in accountancy and is a member of the American Institute of
CPAs.

Jerry Clark, Director, Funding Source Administration

Jerry joined the National Fish and Wildlife Foundation in July of 1992
as the Deputy Director of the Fisheries Initiative. He was promoted to
Director in October of 1995. Before joining the Foundation, Jerry served
as the Assistant Secretary in the Office of Fisheries for the Louisiana
Department of Wildlife and Fisheries. From March of 1986 to 1989 he was
Chief of Coastal Fisheries for the state of Texas. Jerry earned his
Masters and Doctorate at Oregon State University and a Bachelor of
Science from Iowa State University.

[Conclusion]{.underline}

The Foundation is committed to establishing the California Desert
Conservation Fund to provide the resources necessary for implementation
of coordinated and cooperative ecosystem management, a new level of
grant making for projects that restore and enhance desert resources, and
improved outreach to significantly raise awareness of this unique
resource and the need for sustainable use to benefit the public. A grant
of \$115,723 from the Resources Legacy Foundation Fund will launch the
California Desert Conservation Fund and serve to leverage additional
funds, attract government, corporate, and other private sector
contributions and market revenue streams, and build on our experience
and contacts to achieve substantial and measurable impacts for desert
conservation and enhancement.