Thanks, Noam Forwarded message From: Deborah Pechet Quinan Date: Tue, Oct 17. 2017 at 7:21 PM Subject: RE: trust To: Noam Chomsk Cc: Gene Landy Hi Noam, , "Valeria Chomsky ( Max is asking because he has a duty to balance your interests, with the interests of the children who are the remainder beneficiaries. This is a matter of general fiduciary law governing trustees, absent a provision in the trust that specifically permits a trustee to disregard the interests of the remainder beneficiaries. Such a provision does not appear in Carol's trust. Please see page 2, paragraph 5.1 of the trust, attached. The trust is governed under Massachusetts law (see page 14 paragraph 13.6 of the trust) and it is possible that I may find case law to support the proposition that the interest of the beneficiary who is the surviving spouse takes precedence over the remainder beneficiaries of a marital trust; or a case that provides some guidance, such as to what extent the other financial circumstances of the surviving spouse must be taken into account when a trustee considers making a discretionary principal distribution. Please let me know if you would like me to research these specific issues. This is generally the same issue we grappled with when you requested principal distributions for tax payments. At this juncture I think it is a good idea to review to review the trustee appointment, removal, and resignation provisions of Carol's trust, and the history of the trusteeships. I summarize these provisions for you and Valeria below and I attach all of the referenced documentation. Trustee Removal: You have the power under the trust instrument to remove Max provided that you are joined in the removal by a majority of your children, and provided that after the removal an independent trustee is serving. See the trustee removal provisions on page 5 at paragraph 8.2(a). Trustee Resignations: Either or both of Max and Harry may resign as trustees voluntarily. See resignation provisions at page 5, paragraph 8.2(b). Trustee Appointments: If one trustee resigns, the other appoints a successor. If both resign at the same time, they appointment their successors together. You must approve the appointments of the EFTA00715456

successor trustees. If there are no remaining or resigning trustees you make the appointment. A minimum of two trustees are required under the terms of the trust. See appointment provisions at page 5, paragraphs 8.1(b)-(d). Trustee History of Carol's Trust: I have attached for your reference the following trust documents which document the trusteeship over the trust's term to date : 1. Carol's original trust dated 10/18/1989 in which you and she were co-trustees; 2. The First Amendment of Carol's trust dated 4/18/1991 by which she removed you as co-trustee and appointed Eric Menoyo as co-trustee to serve along with her. (Your acknowledgment of this removal is contained in this document); 3. The Second Amendment of Carol's trust dated 1/11/2007 by which she changed the provisions for the children after your death and also named you as a successor trustee to her upon her death or at any other time she ceased to serve as trustee, and she named Harry as a successor trustee to you in this document as well; 4. Your Declination to serve as successor trustee to Carol after her death, dated 1/22/2009; 5. Harry's Acceptance to serve as successor trustee to you after you declined to serve as trustee, dated 3/2/2009; and 6. Harry's Appointment of Max as successor trustee to Eric Menoyo after Eric Menoyo's death and your assent to that appointment, dated 5/20/2009. I hope the above information is helpful. Please let me know if you would like me to do the research mentioned in the first paragraph of this note above, and if you would like to consider pursuing a change of trustees. I'm happy to discuss all of this with you and Valeria to clarify any questions you may have. Please also let me know if you would like me to speak with Max tomorrow or if you would like me to postpone the call. I look forward to hearing from you. All my best, Deborah Deborah Pechet Quinan, Esq. LL.M. Shareholder Chair, Trusts & Estates Group 255 State Street 7th Floor I Boston MA 02109 EFTA00715457