<table><tr><th>From:</th><th>Valeria Chomsky</th></tr><tr><td>Sent:</td><td>Thursday, December 14, 2017 10:26 PM</td></tr><tr><td>To:</td><td>Noam Chomsky; jeffrey E.</td></tr><tr><td>Subject:</td><td>Fwd: FW: Carol S. Chomsky Marital Trusts - Distribution</td></tr><tr><td>Attachments:</td><td>image001.gif</td></tr></table>

I think Richard should answer this letter.

<=iv>

Key information from the image:

*   Email from Deborah Pechet Quinan
*   Date: Thu, Dec 14, 2017, 3:23 PM
*   Subject: RE: FW: Caro= S. Chomsky Marital Trusts - Distribution
*   To: Noam Chomsky (nchomsky3@gmail.com)
*   Cc: Valeria =homsky, Richard Kahn

Dear Noam,<=span>

Financial planning may be=the wrong term for Max to have used. As I recall Nick was engaged to=prepare your and Valeria's tax returns and those of the marital trusts, and to provide a financial analysis of your and Valeria's =ash flows and income sources. The financial analysis was to have for=ed a baseline for a discussion to determine, collectively, which "=uckets" (i.e. the Marital Trusts, the IRA, other sources of income) would be accessed and in what proportions, to meet your and Val=ria's cash flow needs. Since there is a difference between a=financial analysis and a financial plan, perhaps Max used the term =9Cfinancial planning" a bit loosely. The financial analysis was also intended to provide clarity to you and Valeria regarding how Bain=o had been characterizing your expenses, as Valeria was concerned that the= had manipulated the presentation of the information on their reports.<=u>

In the interests of getti=g the federal estimate under way tomorrow, would you agree to my affirming=Max's item 2(a) below with the caveat that a financial analysis, as opposed to a financial plan was agreed to, and that I will wo=k with you on items 2(a) with the above caveat, (b) and (c)?=/span>

Do you have any objection=to him providing me with the listing of corporate trustees?

Thanks,

Deborah

___________________________=A0
Deborah Pechet Quinan, Esq. LL.M.
Shareholder
Chair, Trusts & Estates Group<=pan style="font-size:10.5pt;font-family:"Calibri","sans-s=rif";color:black">
255 State Street,=7th Floor
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From: Noam Chomsky (mailto
Sent: Thursday, December 14, 2017 12:38 PM
To: Deborah Pechet Quinan
Cc: Valeria Chomsky ); Richard Kahn

Subject: Re: FW: Carol S. Chomsky Marital Trusts - Distribution</=>

Acknowledging item 2, as you suggest, is OK except f=r one qualification. Max writes that he had "previously been assured (prior to making tax payments on Noam's behalf at the end of 2015 and in early 2016) that Noam woul= engage in a financial planning process with Nick Nichols." Such a process had indeed been suggested, but I did not accept the sugge=tion. There never was an arrangement to engage in financial planning with Nick. There was a different arrangement with Nick =bout how Bainco had been listing expenses, but not about financial plannin=.

Max's reference in his reconsideration to a fina=cial advisor of my choosing is not a problem.

Noam

On Thu, Dec 14, 2017 at 7:52 AM, Deborah Pechet Quinan █████████████████████> wrote:

Dear Noam, Valeria and Richard,

Please see Max's response to the discussion I had with him on=Tuesday. He has offered to make the $150,000 tax distribution but he=wants my affirmation on Noam's behalf of the items below. I =m prepared to provide the acknowledgements that Max has requested in item 2. I =o not think item 1 requires an acknowledgement as it is simply a statement=of Max's position which he has now provided in writing.

Please confirm that you are in agreement with my agreeing to and ackn=wledging item 2 and the items set forth therein. As soon as I receiv= this from you I will proceed asap to respond to Max in the affirmative and to confirm that he may make the estimated tax payment directly to the =RS. I will also at that time obtain the tax payment voucher from Nic= Nichol's office.

I have no objection to Max providing the list of corporate trustees h= references in item 3. It can’t hurt to see what he is
think=ng in this regard. Please let me know if I have your permission to r=quest the list.

I await your response.

Thank you,

Deborah

Deborah Pechet Qui-an, Esq. LL.M. =A0
Shareholder
Chair, Trusts & Estates Group
<https://maps.google.com/?q=255+State+Street,+7th+Floor%C2%A0%7=%C2%A0Boston,+MA+02109&entry=mail&source=g> |
<https://maps.google.com/?q=255+State+Street,+=th+Floor%C2%A0%7C%C2%A0Boston,+MA+02109&entry=mail&source=g> =C2 Boston, MA 02109
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Direct:  <tel:  =C2 | Cell:  > </=pan> Assistant -
Jayne Mahoney: 
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Deborah —

I'm following up on our conversation on Tuesday about princip=l distributions to Noam from the Carol S. Chomsky marital trusts. Pl=ase consider the following:

1. As I stated to you and as I now affirm to=you in writing, I am certain that in the exercise of my discretionary powe= to make distributions of principal from the trusts I'm entitled to inquire into Noam's financial circumstances, including=(a) the nature and extent of his resources, (b) his sources of income, and=(c) his expenditures. In fact, I'm equally certain that my f=duciary duty to Noam requires me to obtain that information so as to adequately address h=s long-term needs and to ensure that the trust is used for his exclusive b=nefit during his lifetime. (I am mindful of the interests of Noam =80 s children, as residuary beneficiaries of the trusts, and of my fiduciary duty to them as well, but as l'=e stated to you previously, my primary concern has been and continues to b= Noam's interests.)

<=>:

2. Having previously been assured (prior to =aking tax payments on Noam's behalf at the end of 2015 and in earl= 2016) that Noam would engage in a financial planning process with Nick Nichols, and having notified you at the time that I did not inte=d to make any further principal distributions until that process was compl=ted, I informed you on Tuesday that I was not prepared to make any princip=l distributions to Noam now. On further reflection, and mindful of Noam's distress, I've r=considered the circumstances and am willing to make the proposed $150,000 =ayment to the IRS on his behalf, provided that you will (a) urge Noam to e=gage in a financial planning process (with Nick Nichols or another financial professional of his choosing), (b) urge=Noam to cooperate in providing some information to me about his financial =esources, income and expenses (to a degree mutually acceptable), and (c) i=press upon Noam the fact that though I am now making another tax payment from the trust on his behalf, I do so =ith no intention of making further distributions of principal unless he co=pletes the financial planning and disclosure process that was agreed upon =n 2015.

3. Lastly, with respect to my trusteeship, l=have suggested to Harry Chomsky that I prepare a short list of qualified, =rofessional trustees for his consideration and for Noam's. It is my hope that one of those candidates would be acceptable to Harry an= to Noam (with your recommendation). This seems to me a good approach, giv=n that Harry has unequivocally declared his unwillingness to appoint Rich =ahn as my successor. Needless to say, if you'd like to suggest another approach to finding a suc=essor to me I will be glad to discuss it with Harry.<=p>

</=>

If you are in agreement with the points set out above, please reply a=knowledging each of them and please also affirm that (as was the case with=respect to the 2015 and 2016 tax payments) you have no objection to my direct payment of funds to the IRS, as an expedient and permissible =eans to expedite that payment (instead of having me arrange for the distri=ution of the funds to Noam's personal account for subsequent payme=t to the IRS). Lastly, please ask Noam's

accountant to prepare a suitable estimated tax payment voucher and forward=it directly to me as soon as possible. I
will then ask Noam’= investment advisors at Bainco to raise the necessary funds and make the p=yment.

Looking forward to your reply,

Max

A. Max Kohlenberg=u>

Howland Evangelista Kohl=nberg Burnett, LLP

One Financial Plaza =80 Suite 1600

Providence, Rhode Island=02903

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Valeria Chomsky