*"Bold" indicates

changes or	corrections

since 4/3/96

ACACIA PARTNERS, L.P.	2 P.M. memo

Questions/Comments

(4/5/96 10:00 A.M.)

Note: Comments based on discussion with Joe Quinones, Treasurer, Ruane Cunniff, 4/2/96

1.	General Partner

a.	Is Greg Alexander sole individual? What are provisions in event Greg is incapacitated?

Sole general partner of Acacia. Will continue as Ruane Cunniff employee. Limited partners can appoint alternate general partner.

b.	The historical performance data reviewed to date appears to be the results of Ruane, Cunniff & Co. Do we have performance results for Greg Alexander?

Refer to Heritage Foundation performance date.

c.	Should or does General Partner have malpractice/liability insurance?

Not required for limited partnership!

d.	Besides broker/dealer duties, does Ruane Cunniff have any other duties or responsibilities?

No other duties in connection with limited partnership. Possibly will be a special limited partner. There is a possible conflict of interest regarding broker commissions given Greg Alexander's continued involvement with Ruane Cunniff.

2.	Limited partnership will be limited to one hundred partners. What is expected dollar value of limited partnership?

Unknown at this time! This does raise question as to how large a player that the Foundation will be. Need to clarify minimum investment by a limited partner.

3.	Reports are to be issued quarterly! Any chance to change to monthly reports? Also, agreement is silent as to date quarterly and annual reports are to be issued.

Monthly reports available! Possibly 10 working days!

4.	Agreement provides for annual audit, however, no mention is made as to when audit is to be completed.

Should be available within 90 days.

5.	Suggest we obtain location and credentials of CPA firm -- McGladrey & Pullen , LLP .

Audits Sequoia Fund and Ruane Cunniff! Located in New York. Number eight CPA firm nationwide.

6.	Page 5 of Private Offering Memorandum states that general partner can allocate among accounts the securities or other assets purchased or sold on an average price basis. What does this mean? What is period of time used for the averaging?

Typically represents a days transaction! This may be an advantage or disadvantage but should equalize over time. The arrangement could be manipulated in certain situations.

7.	Who will be considered as special limited partners? When are they allowed to make contributions?

Ruane Cunniff at this time. Contributions can be made at same time as limited partners.

8.	The Foundation has normally had legal counsel review limited partnership agreements. Legal counsel opinion is needed for the following items (see item 10):

a.	Section 1.07 -- Liability of Limited Partners

Does not appear to be a problem

b.	Section 3.01 -- Conflict of interest, if any, of General Partner

Does not appear to be a problem unless there was some special interest associated with some member of the Foundation. See item 1d regarding potential Ruane Cunniff conflict of interest.

c.	Section 3.02 -- Extent of General Partner powers, including, short selling, puts, calls, options, margin accounts, forward contracts. Are these considered jeopardy investments?

Potential risk if general partner is given unlimited authority.

d.	Section 3.04 -- General Partner Indemnification

Concept is normal for limited partnership. However, indemnification does create potential additional costs to limited partnership for legal fees in connection with lawsuits or related problems.

e.	Section 5.02 -- Dissolution of Partnership: In event of partnership dissolution, are there any limitations to the provision that allows limited partners to appoint a substitute general partner?

Major limitation is that limited partners must be in unanimous consent to continue partnership.

f.	*Page 12 of Private Offering Memorandum -- Implications, of any, regarding "trader" or "investor" designation?

Should not pose a problem. However, if deemed to be a trader such designation would appear to be in conflict with the stated long term appreciation investment objective of the fund.

g.	*Excess holdings -- Can Bradley Foundation have more than 20% interest in Limited Partnership? What limitations, if any, apply?

Yes, 20% can be exceeded if limited partnership is deemed a passive holding company (no limitation) or if limited partnership is deemed to be controlled by an unrelated party (35% limitation). However, from both a business and investor standpoint, the Foundation may not want to exceed a 20%-25% interest. With a $30 million investment, most likely the Foundation would initially exceed a 20% interest.

9.	Factors different from current investment manager agreements:

a.	Use of puts, calls, options, margin accounts, etc.

According to Joe Quinones, the intent is not to actively participate in these types of transactions.

b.	Quarterly reports versus monthly reports.

Monthly reports will be available.

c.	Incentive fee arrangement (10% of profits) versus percent of portfolio balance.

Proforma calculations suggest that 10% performance fee would most likely exceed a 1% of portfolio fee. However, this arrangement could still add value to the overall performance results.

d.	Limitations on timing of contributions and withdrawals results in some illiquidity .

e.	*Potential unrelated business income tax

There is agreement that gains from leveraged investments would results in unrelated business income tax. There is conflict as to what additional items, if any, would result in unrelated business income tax.

10.	Per Richard Gallagher, Foley & Lardner , on 4/3/96:

a.	See comments in item 8 above

b.	Mr. Gallagher expressed reservation about the Foundation investing in the limited partnership because of the following reasons:

i.	The overriding issue is whether or not the Foundation wants to be encumbered by the guidelines, limitations, additional costs, administrative bureaucracy, potential lawsuits, and the potential IRS risks (excess business holdings, unrelated business income, etc.) imposed by the limited partnership. With a $30 million investment, the Foundation should be in a position to establish its own investment guidelines and not be encumbered by the limited partnership agreement.

ii.	With a $30 million investment most likely Foundation would be a "major player" in the limited partnership. As a major player it may be difficult to withdraw because of the impact such action would have on the partnership.

iii.	From Mr. Gallagher's experience, limited partnerships can create major allocation issues related to gains (losses), margin accounts, liabilities, contingencies, etc. Allocation issues become quite complex when limited partners withdraw. These allocation issues can result in limited partner lawsuits resulting in additional cost to the limited partners.

iv.	Mr. Gallagher intends to do additional research regarding the passive investment issue and excess holdings limitation.

11.	Other matters

a.	Most likely in-kind transfers would "trigger" realized gains at time of transfer. However, there would still be a savings related to transaction costs. Limited partnership needs to establish/define tax basis for in- kind transfers to avoid potential problems related to allocation of realized gains.

b.	General partner fee based on 10% of cumulative net profits. Situations could develop where initial profits are generated in early years of partnership and general partner is paid 10% fee. If partnership performance then reverts to loss, general partner could terminate partnership and not be required to reimburse limited partners for the loss year(s) performance.

c.	Investment in limited partnership will eliminate opportunity for security lending and commission recapture revenue. This is a minor factor.

12.	Heritage Foundation is also evaluating investment in Acacia Partners, L.P. According to Bob Blatz , Heritage is having J.H. " Ellwood ," investment consultant, evaluate the pros and cons of the limited partnership. A report is expected on April 5 or April 8. He agreed to share the contents of the report with the Bradley Foundation.

13.	* A discussion was held with Michael Palmer, Wilshire Associates on April 5, 1996 regarding the proposed investment. Key items discussed:

a.	Should expect higher return to compensate for costs and risks related to limited partnership operation.

b.	Limited partnerships typically benefit wealthy individuals and the investment manager.

c.	Consider limiting general partner investment authority through written investment operating guidelines.

d.	He prefers to have performance fee based on that portion of the performance over the designated index.

e.	Mike Palmer to provide qualitative assessment as to Greg Alexander's historical performance relative to other managers.

f.	Discussion to be held with Tom Lynch, Wilshire Associates, on April 8, 1996 regarding pro's and con's of limited partnership.

14.	All required paperwork has been furnished to open an interim investment account with Ruane Cunniff . No funds will be transferred until all pending questions regarding the Acacia Partners, L.P. have been resolved. As of 4/3/96 TCW has not been informed of the possible termination of the TCW Large Cap fund.

15.	*Greg Alexander was furnished a listing of the investments in the TCW Large Cap portfolio for the purpose of identifying in-kind security transfers. Greg identified two securities (Columbia HCA and First Data) with an aggregate market value of $1,018,000 as the only securities that he would accept as in-kind transfers.