May 5, 2003

Ms. Viany Taitt

Merrill Lynch

The Citation Group

101 Hudson Street

7th Floor

Jersey City, NJ 07302

Via Fax: 201-557-4427

Dear Viany:

The Lynde and Harry Bradley Foundation, Inc. participates in The Citation Group softdollar commission program. In this connection the Foundation requests that the following invoice be paid and charged against our account:

Vendor	Invoice No.	Date	Amount

Stratford	03079	2/26/03	$30,000.00

The expenditure is for investment related services directly related to Foundation business.

Please contact me if you have any questions, (414) 291-9915.

Very truly yours,

Robert N. Berkopec

RNB/ye

Enclosure

May 6, 2003

Mr. Charles B. Groeschell

Managing Director

Senior Portfolio Manager

Baird Advisors

777 East Wisconsin Avenue

Milwaukee, WI 53202-5391

Dear Charlie:

Attached are two copies of the revised memorandum of Compensation Agreement for your review and signature. Please return one copy to our office.

Very truly yours,

Robert N. Berkopec

RNB/ye

cc:	Warren Pierson

FACSIMILE COVER SHEET

Date:	May 6, 2003

Please deliver to:

Name:	Thomas Troyer

Company:	Caplin & Drysale

Fax Number:	202-429-3301

From:	Robert N. Berkopec

Total number of pages including cover:	9

MESSAGE:

Attached is a list of Directors and Officers of the Bradley Foundation and selected information about the Milwaukee Brewers organization.

M E M O

TO:	Michael Grebe

cc:	Cynthia Friauf, Mike Senske

FROM:	Bob Berkopec

DATE:	May 6, 2003

RE:	Condensed Flashreport

Enclosed is a sample of the condensed version of the Flashreport I spoke to you about. The plan is to use this format as a trial balloon for the April 30, 2003 Flashreport. Attached is the draft letter to the Finance Committee explaining the new format.

Please provide me your comments or suggestions.

RNB/ye

Enclosures

M E M O

DRAFT

TO:	Members of the Finance Committee of

The Lynde and Harry Bradley Foundation, Inc.

T. Considine, Chairman

W. Armstrong

J.R. Coleman

P.S. du Pont

cc:	Members of the Board of Directors of

The Lynde and Harry Bradley Foundation, Inc.

M.W. Grebe

T.L. Rhodes

T.L. Smallwood

B.B. Smith

D.V. Uihlein

D.P. Schmidt

FROM:	Robert N. Berkopec

DATE:	May 15, 2003

RE:	Flashreport -- April 30, 2003

Enclosed for your review is the Investment Performance Flashreport as of April 30, 2003 for the Lynde and Harry Bradley Foundation, Inc.

I am pleased to report that April 2003 was a positive month resulting in a total portfolio year to date positive return of ?%.

As you will note, the format of the April 30, 2003 report has been condensed to 9 pages. It is presented as a "trial balloon format" for comment and suggestions by the Finance Committee and Board members. The goal is to have a user friendly report that provides the necessary information for the Board and Committee members to carry out their duties.

The information removed from the monthly report will still be available as needed by the Finance Committee or Board members. For example, the individual Investment Manager Objectives and Guidelines will be included in the new Investment Policy Guideline manual. Detail analysis and information about the investment managers and alternative investments will be included in the quarterly Finance Committee meeting agenda book. Quarterly financial statements and the detail grant analysis summary will continue to be included in the quarterly Board meeting agenda book.

We welcome your suggestions and comments regarding the new format!

RNB/ye

Enclosure

May 6, 2003

Mr. Thomas L. Smallwood

950 Katherine Drive

Elm Grove, WI 53122

Dear Tom:

Sorry to bother you again but your signature is needed for the February 25, 2003 Executive Session.

Please sign the enclosed minutes and return to me in the stamped, self-addressed envelope

Very truly yours,

Robert N. Berkopec

RNB/ye

Enclosure

May 7, 2003

Mr. Thomas A. Troyer

Caplin & Drysdale

One Thomas Circle, NW

Suite 1100

Washington, DC 20005

Dear Tom:

Enclosed is the following information you requested:

1.	Investment Performance Flashreport, March 31, 2003

2.	Form 990-PF, year ended December 31, 2001 (Excludes detail pages for investments and grant payments)

3.	Annual Report 2002

4.	Draft Investment Policy Statement

Please contact me if you need additional information.

Very truly yours,

Robert N. Berkopec

RNB/ye

Enclosures

cc:	M. Grebe

May 7, 2003

Ms. Anne Apellman Lundberg

Vice President

Capital Guardian Trust Company

21 South Clark Street, Suite 2544

Chicago, IL 60604

Fax: 312-855-0669

Dear Anne:

The Finance Committee meeting has been scheduled for Monday, June 2, 2003 from 2:00 p.m. to 4:30 p.m. at the Foundation's administrative office. There is some flexibility as to when we could include Capital Guardian on the agenda, so give me a call so we can discuss final arrangements.

I understand Robert Ronus and you will be attending the meeting. Your presentation, including time for questions and discussion, should not exceed 45 minutes. I intend to include in the agenda materials Robert Ronus' article dated May 6, 2003 regarding challenges and opportunities in non-U.S. equity markets. The Foundation has a 20% allocation to foreign equities. Robert's comments regarding the appropriateness of the 20% allocation would be beneficial.

Enclosed is a copy of Capital Guardian's investment data included in the Foundation's Investment Flashreport as of March 31, 2003. The report is used by the Foundation's Finance Committee to document investment objectives and guidelines and monitor investment manager performance

Enclosed also is the Foundation's Asset Allocation Analysis as of March 31, 2003 to provide you with an overview of the total investment portfolio.

We look forward to meeting with you again on June 2, 2003. Please contact me if you have any questions.

Very truly yours,

Robert N. Berkopec

RNB/ye

Enclosures

May 7, 2003

Mr. Thomas A. Troyer

Caplin & Drysdale

One Thomas Circle, NW

Suite 1100

Washington, DC 20005

Dear Tom:

I forgot to include the attached Confidentiality Agreement with the materials I sent you earlier. Sending a copy to you complies with the general provision of the agreement.

Very truly yours,

Robert N. Berkopec

RNB/ye

Enclosure

M E M O

TO:	Michael Grebe

Terry Considine

FROM:	Robert Berkopec

DATE:	May 9, 2003

RE:	April 2003 Returns

At long last we have some respectable returns for April 2003. Here is a snapshot of the investment managers returns we have received to date:

Manager	April 2003 Return

Acacia	6.06%

Barclay's S&P 500 Index	8.28%

Capital Guardian	9.72%

David L. Babson & Co.	9.31%

GMO	8.99%

TCW Large Cap	9.18%

TCW Mid Cap	9.69%

Veredus	9.99%

Wasatch	9.82%

Barclays US Debt Index	.86%

Hartford High Yield	4.54%

Pimco Advisors	-.19%

TCW High Yield	5.36%

Urdang	3.68%

Unless there are some unusual surprises, the overall portfolio year to date return should be in positive territory through April 30, 2003.

RNB/ye

cc:	C. Friauf

M. Senske

May 9, 2003

Mr. Thomas A. Troyer

Caplin & Drysdale

One Thomas Circle, NW

Suite 1100

Washington, DC 20005

Dear Tom:

Enclosed for your information is the draft term sheet for the debt guaranty and the resume of the financial advisor to the Milwaukee Brewers.

We are evaluating the options to obtain an independent opinion regarding the fairness of the provisions of the term sheet. This may prove to be a challenge because of the accelerated time line to complete the analysis and everyone's concern regarding the legal liability associated with a fairness opinion.

Very truly yours,

Robert N. Berkopec

RNB/ye

Enclosure

May 9, 2003

Ms. Claire Van Zevern

National Committee for Responsive Philanthropy

2001 S Street, NW

Suite #620

Washington, DC 20009

Dear Ms. Van Zevern:

Per Rick Cohen's recent e-mail request, I am enclosing a copy of the first 12 pages plus the grant list attachment from the Lynde and Harry Bradley Foundation's 1999 and 2001 Form 990-PF.

Please send a check in the amount of $23.95 payable to the Lynde and Harry Bradley Foundation to cover the cost of photocopying and postage.

I hope this information is helpful to you. Feel free to call me or Cynthia Friauf at 414-291-9915 if you have any questions regarding this material.

Very truly yours,

Michael W. Senske

Assistant Controller

MWS/ye

Enclosure

FACSIMILE COVER SHEET

Date:	May 9, 2003

Please deliver to:

Name:	Thomas A. Troyer

Company:	Caplin & Drysdale

Fax Number:	202-429-3301

From:	Robert N. Berkopec

Total number of pages including cover:	5

MESSAGE:

Attached is the signed representation letter. Hard copy will follow.

May 13, 2003

Ms. Anne Spellman Lundberg

Vice President

Capital Guardian Trust Company

21 South Clark Street, Suite 2544

Chicago, IL 60603-2003

Dear Anne:

Enclosed are the materials that will be included in the Finance Committee agenda book regarding Capital Guardian's presentation.

Very truly yours,

Robert N. Berkopec

RNB/ye

Enclosure

May 14, 2003

Mr. Michael W. Hatch

Foley & Lardner

777 East Wisconsin Avenue

Suite 3800

Milwaukee, WI 53202-5306

Dear Mick:

Enclosed are the four signed originals of the First Amendment of Lease for the 1123-25 East Knapp Street property.

Please extend our thanks to Ross Read and the other trustees for their cooperation in extending the term of the lease.

Very truly yours,

Michael W. Grebe

MWG/ye

Enclosures

M E M O

TO:	Members of the Finance Committee of

The Lynde and Harry Bradley Foundation, Inc.

T. Considine, Chairman

W. Armstrong

J.R. Coleman

P.S. du Pont

cc:	T.L. Rhodes

FROM:	Michael W. Grebe

DATE:	May 27, 2003

RE:	Investment Policy Statement

Enclosed for your review and comment is a draft Investment Policy Statement for the Bradley Foundation.

The policy statement is not intended to introduce any dramatically new investment policy matters, but it does consolidate past investment practices to better communicate a clear understanding of the policies and procedures governing the investment of the Foundation's assets. It also formalizes the responsibilities of the various parties involved with the Foundation's investment program and specifically states the investment objectives.

The policies related to investment objectives, responsibilities and investment philosophy included on pages 2-5 need your careful review. The responsibilities are based on current staffing complement, but may need revision depending on what replacement option is selected when Bob Berkopec leaves. Revision may also be appropriate in light of a new spending policy, to be presented for consideration by the Board later this year.

The goal is to present the draft Investment Policy Statement at the June 2, 2003 Finance Committee meeting for review and discussion. Suggested changes, if any, will be incorporated into a final version for formal review and approval by the Board/Finance Committee at the August, 2003 meeting.

MWG/ye

Enclosure

CONFIDENTIAL

M E M O

TO:	Michael W. Grebe

FROM:	Robert N. Berkopec

DATE:	May 14, 2003

RE:	Milwaukee Brewers Proposal

This memo presents a status report of the analysis completed to date regarding the Milwaukee Brewers proposal.

The legal review is well underway with Tom Troyer from Caplin & Drysdale. Ultimately they will need a "fairness opinion" regarding the structure and compensation related to the debt guarantee to be able to issue a legal opinion.

I have had discussions with Northern Trust, Hartford Asset Management and TCW regarding the structure of the debt guarantee. Northern Trust is the only contact where I disclosed the details and parties to the transaction. None of these organizations would be in a position to issue a "fairness opinion" regarding the structure and compensation related to the debt guarantee.

The following is a list of observations based on information obtained with the above firms.

1.	Risk is high given that the $20M is obtained through an illiquid subordinated note to an organization with negative cash flow.

2.	It is unreasonable that the compensation is paid upon final repayment of the debt secured by the guaranty and final reimbursement of all payments made by guarantors. Foundation's compensation is at risk if one of the guarantors does not fulfill commitment. Compensation should be paid up front. In addition, it would be prudent to evaluate the financial ability of the debt guarantors to fulfill their commitment.

3.	The 4% compensation appears low for the risk assumed. This type of debt appears to be in the 10-12% range.

4.	If indebtedness is not paid, the minimum compensation (interest plus guarantee fee) should be defined in the agreement (i.e. 12%). In other words, the rate on the base $20M note may be understated given the guarantees. In addition, a stated higher rate on the defaulted debt would be beneficial as an incentive to the Brewers to promptly raise additional equity.

5.	The non-owner guarantors should receive higher compensation than owners that may guarantee the debt. The non-owner guarantors are taking on equity risk and should be compensated accordingly. The owner guarantors are just protecting their equity investment and receive the most benefit.

6.	$20M new loan matures approximately one month after existing $50M line of credit matures. This creates additional risk as to repayment of $20M loan. In addition, the current $50M revolving line of credit may be mis-priced given it was issued when the future of the Brewers looked very favorable.

7.	The overall value of the team should be defined both as a going concern as well as if a debt default occurs. This would help put in perspective the likelihood of the repayment of any outstanding subordinated debt.

The proposed transaction presents a real challenge to the Foundation to meet the "prudent man rule." Unfortunately it may require a firm that is knowledgeable about sports financing and/or private equity financing. Possible firms to contact are:

Randy Campbell	Russ Belinsky, Skip Victor

Managing Director	Chanin Capital Partners

Societe Generale	Los Angeles, CA

Sports Finance and Advisory	(310) 445-4010

1221 Avenue of the Americas

New York, NY 10020	James Nash

(212) 278-7023	Managing Director

Bank of America

Brad Katcher	Sports Finance

Managing Director	100 North Tryon

Lehman Brothers	Charlotte, NC 28255

Sports Advisory and Finance	(704) 386-5560

(212) 526-1963

Houlihan Lokey

Howard & Zukin

West Los Angeles, CA

(310) 789-5709

It appears many of the Foundation's concerns would be of concern to the other prospective guarantors. It may make sense that an independent review be done on behalf of all guarantors and with the review costs shared by all participating guarantors or preferably by the Milwaukee Brewers.

I will be out of the office on May 15, 16, 19 and 20. However, I will call you to discuss this memo so we can keep the process moving forward.

RNB/ye

May 20, 2003

Mr. William E. Simon, Jr.

Co-Chairman

William E. Simon & Sons, LLC

10990 Wilshire Boulevard

Suite 500

Los Angeles, CA 90024

Dear Bill:

Thank you for the information about the William E. Simon & Sons Special Situation Partners II, L.P. The performance of this Fund from inception through the first quarter 2003 is excellent, especially when compared to the S&P 500.

The Bradley Foundation has a 10% allocation to alternative investments, which includes limited partnerships investing in distressed debt such as your Special Situation fund.

Unfortunately, the Bradley Foundation's alternative investment portfolio is over committed and we currently do not have any investment capacity to take on additional investments. As you may know, the exit strategies and related partner distributions for many of the private equity funds have been curtailed because of the weak equity markets over the past three years. We expect that it will be nine months to one year before the Bradley Foundation will have the investment capacity for new alternative investments.

We will maintain the Special Situation Partners II, L.P. in our active investment file for consideration at some future date. Keep up the positive performance!

Very truly yours,

Robert N. Berkopec

RNB/ye

cc:	Thomas Rhodes

Michael Grebe

May 20, 2003

CONFIDENTIAL

Mr. Skip Victor

Chanin Capital Partners

11100 Santa Monica Boulevard

8th Floor

Los Angeles, CA 90025

Fax: 310-445-4028

Dear Skip:

Thank you for returning the signed Confidentiality Agreement. Enclosed are various documents regarding the proposed transaction.

I understand you will review the documents and provide me your initial "reactions" regarding the structure and compensation associated with the Debt Guaranty. We will then decide if it is appropriate to move forward with a formal review and fairness opinion.

The enclosed offering memorandum was prepared in connection with the efforts of the organization to seek $30 million of additional equity capital.

Certain Bradley Foundation personnel have conflict of interests with the organization requesting the debt guarantee. Accordingly, this "raises the bar" to establish that the structure and compensation associated with the debt guarantee meets the prudent man test and is consistent with market standards.

The following is a list of our preliminary observations:

1.	Risk is high given that the $20M is obtained through an illiquid subordinated note to an organization that is highly leveraged with negative cash flow and negative net worth.

2.	It is unreasonable that the compensation is paid upon final repayment of the debt secured by the guaranty and final reimbursement of all payments made by guarantors. Foundation's compensation is at risk if one of the guarantors does not fulfill commitment. Compensation should be paid up front. In addition, it would be prudent to evaluate the financial ability of the debt guarantors to fulfill their commitment.

3.	The 4% compensation appears low for the risk assumed. The guarantors are really being asked to provide equity capital. Given the financial condition of the organization and relative liquidity risk associated with the transaction, the interest rate would be comparable to that of mezzanine financing debt. This would be in the 18-22% range.

4.	If indebtedness is not paid, the minimum compensation (interest plus guarantee fee) should be defined in the agreement (i.e. 18-22%). In other words, the rate on the base $20M note may be understated given the guarantees. In addition, a stated higher rate on the defaulted debt would be beneficial as an incentive for the team to promptly raise additional equity.

5.	The non-owner guarantors should receive higher compensation than owners that may guarantee the debt. The non-owner guarantors are taking on equity risk and should be compensated accordingly. The owner guarantors are just protecting their equity investment and receive the most benefit.

6.	$20M new loan matures approximately one month (3/31/2004) after existing $50M (2/2004) line of credit matures. This creates additional risk as to repayment of $20M loan. In addition, the current $50M revolving line of credit may be mis-priced given it was issued when the future of the team looked very favorable.

7.	The overall value of the team should be defined both as a going concern as well as if a debt default occurs. This would help put in perspective the likelihood of the repayment of any outstanding subordinated debt.

I look forward to discussing with you your initial "reactions." Please contact me if you have any questions.

Very truly yours,

Robert N. Berkopec

RNB/ye

Enclosure

FACSIMILE COVER SHEET

Date:	May 20, 2003

Please deliver to:

Name:	Skip Victor

Company:	Chanin Capital Partners

Fax Number:	310-445-4028

From:	Robert Berkopec

Total number of pages including cover: 3

MESSAGE:

Attached is the covering letter I'm sending to you. You should receive the documents on Wednesday morning via Federal Express.

M E M O

TO:	Michael Grebe

cc:	C. Friauf, M. Senske

FROM:	Robert Berkopec

DATE:	May 23, 2003

RE:	Building and Personal Property Records

For your information, we have completed the project to document the building and personal property descriptions and costs for insurance purposes. This includes videotaping the interior of the buildings, including all personal property items and artwork. The documentation will be stored in an offsite location.

RNB/ye

M E M O

TO:	Members of the Finance Committee of

The Lynde and Harry Bradley Foundation, Inc.

T. Considine, Chairman

W. Armstrong

J.R. Coleman

P.S. du Pont

cc:	Members of the Board of Directors of

The Lynde and Harry Bradley Foundation, Inc.

M.W. Grebe

T.L. Rhodes

T.L. Smallwood

B.B. Smith

D.V. Uihlein

R. Gallagher

FROM:	Robert N. Berkopec

DATE:	May 27, 2003

RE:	Finance Committee Meeting Materials

The agenda book for the June 2, 2003 Finance Committee meeting is enclosed. The meeting is scheduled for 2:00 p.m. Monday in the Rader Conference Room of the Hawley House.

All Board members are welcome to attend the Finance Committee meeting.

Please contact me if you have any questions.

RNB/ye

Enclosure

CONFIDENTIAL

M E M O

TO:	Michael W. Grebe

FROM:	Robert N. Berkopec

DATE:	May 27, 2003

RE:	Milwaukee Brewers Proposal

This memo presents the latest status report of the analysis completed to date regarding the Milwaukee Brewers proposal.

As mentioned previously, I have had discussions with Northern Trust, Hartford Asset Management and TCW regarding the structure of the debt guarantee. In addition, Skip Victor from Chanin Capital Partners completed a "sniff test" of the proposed transaction.

The following is a list of observations based on information obtained with the above firms.

1.	Risk is high given that the $20M is obtained through an illiquid subordinated note to an organization that is highly leveraged with negative cash flow and negative net worth.

2.	It is unreasonable that the compensation is paid upon final repayment of the debt secured by the guaranty and final reimbursement of all payments made by guarantors. Foundation's compensation is at risk if one of the guarantors does not fulfill commitment. Compensation should be paid up front. In addition, it would be prudent to evaluate the financial ability of the debt guarantors to fulfill their commitment.

3.	The 4% compensation appears low for the risk assumed. The guarantors are really being asked to provide equity capital. Given the financial condition of the organization and relative liquidity risk associated with the transaction, the interest rate would be comparable to that of mezzanine financing debt. This type of debt appears to be in the 15-22% range.

4.	If indebtedness is not paid, the minimum compensation (interest plus guarantee fee) should be defined in the agreement (i.e. 15-22%). In other words, the rate on the base $20M note may be understated given the guarantees. In addition, a stated higher rate on the defaulted debt would be beneficial as an incentive to the Brewers to promptly raise additional equity.

5.	The non-owner guarantors should receive higher compensation than owners that may guarantee the debt. The non-owner guarantors are taking on equity risk and should be compensated accordingly. The owner guarantors are just protecting their equity investment and receive the most benefit.

6.	$20M new loan matures approximately one month (3/31/2004) after existing $50M (2/2004) line of credit matures. This creates additional risk as to repayment of $20M loan. In addition, the current $50M revolving line of credit may be mis-priced given it was issued when the future of the Brewers looked very favorable.

7.	The overall value of the team should be defined both as a going concern as well as if a debt default occurs. This would help put in perspective the likelihood of the repayment of any outstanding subordinated debt.

In my opinion, the current structure and compensation associated with the debt guarantee is clearly unacceptable. Given the risk and debt subordination, I'm not sure any transaction offered by the team would meet the "prudent man test" because of the required higher standard related to the related party issue. If a more realistic proposal is offered by the team, a formal "fairness opinion" would cost in the $200,000-$250,000 range. This cost could be shared by all parties to the $20M debt guarantee.

Skip Victor suggests that the team may have to raise the equity capital or bridge financing from one or more private equity institutional investors. He mentioned the following firms:

1.	Stark Investments -- Milwaukee

2.	Wellspring Capital -- New York

3.	Serbersus Capital -- New York

4.	Hicks, Meese, Tate & Turst -- Dallas

Your thoughts as to how we should proceed!

RNB/ye

CONFIDENTIAL

M E M O

(Draft for Discussion Only)

TO:	Members of the Finance Committee of

The Lynde and Harry Bradley Foundation, Inc.

T. Considine, Chairman

W. Armstrong

J.R. Coleman

P.S. du Pont

M.W. Grebe

T.L. Rhodes

FROM:	Robert N. Berkopec

DATE:	May 30, 2003

RE:	Milwaukee Brewers Debt Guarantee Proposal

This memo summarizes the research and evaluation regarding the Milwaukee Brewers request for the Bradley Foundation's participation in a $20 million debt guarantee transaction. The Milwaukee Brewers are seeking multiple guarantors so the Bradley Foundation's participation, if any, would only be for a portion of the $20 million. Michael Grebe asked that I complete and summarize the analysis given his conflict of interest as a Board Member of the Milwaukee Brewers.

Attached is a copy of the draft term sheet for debt guarantee. It is in draft form since the Brewers continue discussions with the senior debt bank lenders and they also want to "test" the reaction of the potential debt guarantors as to the structure and compensation of the debt guarantee.

The debt guarantee will be utilized by the Milwaukee Brewers to enable them to borrow up to $20 million of senior or subordinated debt. This is a temporary "cash flow fix," which would provide more time to attract $20-30 million of additional equity capital.

From the standpoint of the Bradley Foundation, the following key issues are important:

1.	Charitable purpose

The debt guarantee has no definable charitable purpose and is with a for-profit organization. It would not qualify as a program related investment (PRI).

2.	Conflict of interest

Michael Grebe is a member of the Milwaukee Brewers board of directors. David Uihlein is a minority shareholder. The conflict of interest question was reviewed by Caplin & Drysdale, a Washington, D.C. legal firm with extensive not- for-profit organization experience. It was their conclusion that the above conflict of interests were not significant enough to prevent the Bradley Foundation from participating in the debt guarantee. However, the conflicts did "raise the bar" to establish that the structure and compensation associated with the debt guarantee would not be viewed as a jeopardy investment by the IRS. Ultimately Caplin & Drysdale will need an investment "fairness opinion" regarding the structure and compensation related to the debt guarantee to be able to issue a legal opinion regarding the propriety of the transaction.

3.	Jeopardy investment

Private foundations have a fairly wide latitude as to the type of investments that are allowable. The basic rule is that a private foundation cannot invest any amount (income or principal) in a manner that would jeopardize the carrying out of its tax-exempt purposes. More investment latitude has come into practice in the sophisticated financial markets of the 1990's, which were not anticipated when the regulations were written in 1970. The prudent investor rule is a key test. In the book (Private Foundations Tax Law and Compliance) by Hopkins/Blazek, "an investment is considered to jeopardize the carrying out of the tax-exempt purpose of a private foundation if it is determined that the foundation managers, in making the investment, failed to exercise ordinary business and prudence, under the facts and circumstances prevailing at the time the investment was made." Outlined in the following paragraphs is a summary of the research and analysis completed to date regarding the jeopardy investment issue.

Discussions were held with Northern Trust, Hartford Asset Management, TCW and Chanin Capital Partners regarding the structure of the debt guarantee. The discussions with Hartford and TCW were in general terms without disclosing the organization. The specific debt guarantee details and organization was shared with Northern and Chanin as permitted by the Confidentiality Agreement.

The following is a list of observations based on information obtained with the above firms.

1.	Risk is high given that the $20M will be obtained through an illiquid subordinated note to an organization that is highly leveraged with negative cash flow and negative net worth.

2.	It is unreasonable that the compensation is paid upon final repayment of the debt secured by the guaranty and final reimbursement of all payments made by guarantors. Foundation's compensation is at risk if one of the guarantors does not fulfill commitment. Compensation should be paid up front. In addition, it would be prudent to evaluate the financial ability of the debt guarantors to fulfill their commitment.

3.	The 4% compensation appears low for the risk assumed. The guarantors are really being asked to provide equity capital. Given the financial condition of the organization and relative liquidity risk associated with the transaction, the interest rate would be comparable to that of mezzanine financing debt. This type of debt is currently in the 15-22% range.

4.	If indebtedness is not paid and the debt guarantee is exercised, the minimum compensation (interest plus guarantee fee) of the defaulted note assumed by the guarantors should be defined in the agreement (i.e. 15-22%). In other words, the rate on the base $20M note may be understated given the guarantees. In addition, a stated higher rate on the defaulted debt would be beneficial as an incentive to the Brewers to promptly raise additional equity.

5.	The non-owner guarantors should receive higher compensation than owners that may guarantee the debt. The non-owner guarantors are taking on equity risk and should be compensated accordingly. The owner guarantors are just protecting their equity investment and receive the most benefit.

6.	$20M new loan matures approximately one month (3/31/2004) after existing $50M (2/2004) line of credit matures. This creates additional risk as to repayment of $20M loan. In addition, the current $50M revolving line of credit may be mis-priced given it was issued when the future of the Brewers looked very favorable.

7.	The overall value of the team should be defined both as a going concern as well as if a debt default occurs. This would help put in perspective the likelihood of the repayment of any outstanding subordinated debt.

In my opinion, the current structure and compensation associated with the debt guarantee is clearly unacceptable. Given the risk and debt subordination, I'm not sure any transaction offered by the team would meet the "prudent man test" because of the required higher standard related to the related party issue. If a more realistic proposal is offered by the team, a formal investment "fairness opinion" would cost in the $200,000-$250,000 range. This cost could be shared by all parties to the $20M debt guarantee.

It should be noted that the Bradley Foundation has already indirectly assisted the Milwaukee Brewers with the $20 million PRI to build the baseball stadium and the annual grant to the Brewers Student Achiever Program. The 2003 grant to the Brewers Student Achiever Program is $150,000. Since 1987 the Bradley Foundation has made grants totaling $1,809,153 to the Brewers Student Achiever Program.

Direction is requested from the Finance Committee as to whether or not we should continue discussions with the Milwaukee Brewers regarding the current or possibly revised debt guarantee proposals.

RNB/ye

Attachment