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WHEREAS, the missions of these two entities are closely aligned in that many

lawyers who engage in dishonest conduct by utilizing client funds for the own purposes

suffer from alcohol and/or drug addiction; and

WHEREAS, representatives for LCAF and JLAP have had discussions revolving

around LCAF making contributions to JLAP to avoid LCAF having to pay onerous excise

taxes for failure to make sufficient distributions of income for a given year; and

WHEREAS, LCAF’s stated purpose allows collaboration with others in

furtherance of its mission;

WHEREAS, LSBA has the administrative staff and capability on behalf of JLAP

to receive, manage and disburse distributions made by LCAF to JLAP so as best to effect

the joint purposes of the parties, without compensation or benefit to the LSBA;

NOW THEREFORE, in consideration of the mutual covenants contained herein,

the parties agree hereto to this non-binding memorandum of understanding as follows:

1. In any tax year for LCAF in which undistributed income for the tax year

immediately prior exceeds total claims for the current tax year, LCAF will consider

distributing to JLAP the excess of such undistributed income over total claims. For

purposes of this provision, undistributed income for the LCAF tax year immediately prior

means the amount reported on Form 990-PF, Part XII, Line 6f for that tax year for LCAF.

Total claims for the current tax year include all claims either paid or expected to be paid

by the end of the tax year as determined as of the last scheduled LCAF committee meeting

for the tax year.

2. LCAF and JLAP are and shall continue to operate as wholly separate
entities.

3. The initial term of this Agreement is anticipated to span ten (10) years
from the Effective Date and to terminate on the anniversary date of this Agreement in

the year 2033. Thereafter, the Agreement may be renewed by vote of the trustees of
LCAF in five-year increments.

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