<SEC-DOCUMENT>0001213900-25-019996.txt : 20250304
<SEC-HEADER>0001213900-25-019996.hdr.sgml : 20250304
<ACCEPTANCE-DATETIME>20250304132104
ACCESSION NUMBER:		0001213900-25-019996
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20250304
DATE AS OF CHANGE:		20250304

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BARNWELL INDUSTRIES INC
		CENTRAL INDEX KEY:			0000010048
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		ORGANIZATION NAME:           	01 Energy & Transportation
		IRS NUMBER:				720496921
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-20279
		FILM NUMBER:		25702780

	BUSINESS ADDRESS:	
		STREET 1:		1100 ALAKEA ST.
		STREET 2:		SUITE 500
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96813
		BUSINESS PHONE:		808-531-8400

	MAIL ADDRESS:	
		STREET 1:		1100 ALAKEA ST.
		STREET 2:		SUITE 500
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96813

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BMA CORP/TN
		DATE OF NAME CHANGE:	19770324

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BARNWELL OFFSHORE INC
		DATE OF NAME CHANGE:	19671101

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SHERWOOD NED L
		CENTRAL INDEX KEY:			0000902749
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		ORGANIZATION NAME:           	
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	MAIL ADDRESS:	
		STREET 1:		151 TERRAPIN POINT
		CITY:			VERO BEACH
		STATE:			FL
		ZIP:			32963
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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    <submissionType>SCHEDULE 13D/A</submissionType>
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    <coverPageHeader>
      <amendmentNo>38</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.50 per share</securitiesClassTitle>
      <dateOfEvent>03/04/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0000010048</issuerCIK>
        <issuerCUSIP>068221100</issuerCUSIP>
        <issuerName>BARNWELL INDUSTRIES INC</issuerName>
        <address>
          <com:street1>1100 ALAKEA ST.</com:street1>
          <com:street2>SUITE 500</com:street2>
          <com:city>HONOLULU</com:city>
          <com:stateOrCountry>HI</com:stateOrCountry>
          <com:zipCode>96813</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Ned L. Sherwood</personName>
          <personPhoneNum>(772) 257-6658</personPhoneNum>
          <personAddress>
            <com:street1>151 Terrapin Point</com:street1>
            <com:city>Vero Beach</com:city>
            <com:stateOrCountry>FL</com:stateOrCountry>
            <com:zipCode>32963</com:zipCode>
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    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0000902749</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Ned L. Sherwood</reportingPersonName>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
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        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>3006033.13</sharedDispositivePower>
        <aggregateAmountOwned>3006033.13</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>29.90</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>* Includes (i) 2,767,995.138 shares of Common Stock held by MRMP-Managers LLC, of which Ned L. Sherwood is the Chief Investment Officer, and (ii) 238,038 shares of Common Stock held by the Ned L. Sherwood Revocable Trust, of which Ned L. Sherwood is the sole trustee and beneficiary. Ned L. Sherwood disclaims beneficial ownership of such Common Stock except to the extent of his pecuniary interest therein.</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>MRMP-Managers LLC</reportingPersonName>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>DE</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
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        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>2767995.13</sharedDispositivePower>
        <aggregateAmountOwned>2767995.13</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>27.53</percentOfClass>
        <typeOfReportingPerson>OO</typeOfReportingPerson>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>Ned L. Sherwood Revocable Trust</reportingPersonName>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>NY</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>238038.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>238038.00</sharedDispositivePower>
        <aggregateAmountOwned>238038.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>2.37</percentOfClass>
        <typeOfReportingPerson>OO</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.50 per share</securityTitle>
        <issuerName>BARNWELL INDUSTRIES INC</issuerName>
        <issuerPrincipalAddress>
          <com:street1>1100 ALAKEA ST.</com:street1>
          <com:street2>SUITE 500</com:street2>
          <com:city>HONOLULU</com:city>
          <com:stateOrCountry>HI</com:stateOrCountry>
          <com:zipCode>96813</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 38 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 38") amends the Statement of Beneficial Ownership on Schedule 13D filed by Ned L. Sherwood on June 11, 2013 (as amended by the Reporting Persons, the "Schedule 13D" or this "Statement"). Except as amended and supplemented by this Amendment No. 38, the Schedule 13D remains unchanged.</commentText>
      </item1>
      <item4>
        <transactionPurpose>Item 4 is amended and supplemented as follows: As previously reported in Amendments No. 34, No. 35, No. 36 and No. 37, the Reporting Persons proposed certain amendments to the now terminated Cooperation &amp; Support Agreement (previously entered into in January of 2023) to the Board of Directors (the "Board") of Barnwell Industries Inc. ("Barnwell" or the "Company") in order to avoid a costly proxy fight, including proposals regarding directors to be nominated to the Board. As of today, the Company has not announced its annual meeting and has not accepted the amendments proposed by the Reporting Persons. The Reporting Persons previously issued open letters to shareholders on January 21, 2025, January 28, 2025, February 5, 2025 and February 19, 2025.

The Reporting Persons submitted to the Company on February 14, 2025 a nomination notice in accordance with "advance notice" provisions (the "Advance Notice") of the Company's by-laws outlining the nominations proposed by the Reporting Persons. The response from Barnwell was to find fault with the form and content of the Advance Notice, and to ominously note that it "is strongly inclined to declare the [Advance Notice] invalid and disqualify the Sherwood Nominees." In essence, the response was that Barnwell stockholders should not have a choice.

Due to the actions of Barnwell and Directors Kinzler, Grossman and Horowitz, and the recent actions to disenfranchise shareholders, the Reporting Persons believe a Consent Solicitation would be the best path forward to allow the stockholders of the Company the opportunity to choose the next path for the Company. The Reporting Persons have identified five nominees, four of which are completely independent from the Reporting Persons. The nominees put forth in connection with the Consent Solicitation to be filed on the date hereof are: (i) James C. Cornell, (ii) Heather Isidoro, (iii) Stuart I. Oran, (iv) Ned L. Sherwood and (v) Gregory W. Sullivan (together, the "Nominees"). The Nominees have over 172 years of combined experience and their experience will be critical in moving Barnwell forward and improving its performance and return for all stockholders.

The Reporting Persons and their nominees to the Barnwell board will be the participants in the Consent Solicitation. Information regarding the participants and their interests in the Consent Solicitation will be included in the consent solicitation statement and other materials filed with the SEC.

The Reporting Persons once again hereby affirm that they have no current intent to engage in a control transaction. As disclosed herein and in the consent solicitation statement, four of the five Nominees are completely independent from the Reporting Persons. On March 3, 2025, each of James C. Cornell, Heather Isidoro, Stuart I. Oran, Gregory W. Sullivan and Ned L. Sherwood has entered into a nominee agreement pursuant to which MRMP-Managers LLC has agreed to pay the costs of soliciting consents, and to defend and indemnify each of them against, and with respect to, any losses that may be incurred by any of them in the event any of them becomes a party to litigation based on his or her respective nomination as a candidate for election to the Board and the solicitation of consents in support of his or her election. None of the Nominees receives any compensation under the nominee agreements and no Nominee will receive any compensation from the Reporting Persons or their affiliates for his or her services as director of the Company, if elected. If elected, the Nominees will be entitled to such compensation from the Company as is consistent with the Company's then-established practices for services of non-employee directors. The form of nominee agreement is filed herewith as Exhibit 99.1.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>Mr. Sherwood beneficially owns in the aggregate 3,006,033.138 shares of Common Stock, which represents approximately 29.90% of the Company's outstanding shares of Common Stock. Each percentage ownership of Common Stock set forth in this Statement is based on the 10,053,534 shares of Common Stock reported by the Company as outstanding as of December 13, 2024 in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 17, 2024.</percentageOfClassSecurities>
        <transactionDesc>No transactions in the Common Stock have been effected by the Reporting Persons since the filing of Amendment No. 32 on May 31, 2024.</transactionDesc>
      </item5>
      <item6>
        <contractDescription>Information set forth in Item 4 above is hereby incorporated herein by reference. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

The Reporting Persons are not part of a "group" with the Nominees. None of the Nominees is a beneficial or record owner of any shares of the Company. Other than as disclosed in Item 4 regarding the nominee agreement, there is no agreement, arrangement, understanding or otherwise between the Nominees and the Reporting Persons to act in concert for the purpose of acquiring, holding or disposing of any Company securities, and the Reporting Persons and the Nominees are not acting in concert to acquire, hold or dispose of any Company Securities.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>Exhibit 99.1 Form of Nominee Agreement</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Ned L. Sherwood</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Ned L. Sherwood</signature>
          <title>NED L. SHERWOOD</title>
          <date>03/04/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>MRMP-Managers LLC</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Ned L. Sherwood</signature>
          <title>Ned L. Sherwood/Chief Investment Officer</title>
          <date>03/04/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Ned L. Sherwood Revocable Trust</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Ned L. Sherwood</signature>
          <title>Ned L. Sherwood/Trustee</title>
          <date>03/04/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>

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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ea023300501ex99-1_barnwell.htm
<DESCRIPTION>FORM OF NOMINEE AGREEMENT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><B>Exhibit 99.1</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>MRMP-Managers LLC</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">151 Terrapin Point</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Vero Beach, Florida 32963</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(772) 257-6658</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">nlsadvisory@gmail.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">March 3, 2025</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">[Nominee]</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">[Business Address]</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Dear [Nominee]:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This will confirm our understanding as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">You agree that you are willing, should we so elect,
to become a member of a slate of nominees (the &ldquo;Slate&rdquo;) of the undersigned (a &ldquo;Soliciting Party&rdquo;), to stand for
election as a director of Barnwell Industries, Inc., a Delaware corporation (the &ldquo;Company&rdquo;) in connection with a consent solicitation
(the &ldquo;Consent Solicitation&rdquo;) to be conducted by the undersigned and certain other parties, or appointment or election by other
means. You further agree to serve as a director of the Company if so elected or appointed. The undersigned agrees to pay the costs of
the Consent Solicitation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">You understand that it may be difficult, if not
impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of the Company
if such nominee later changes his mind and determines not to serve on the Slate or, if elected, as a director of the Company. Accordingly,
the undersigned is relying upon your agreement to serve on the Slate and, if elected, as a director of the Company. In that regard, you
were previously supplied with a questionnaire (the &ldquo;Questionnaire&rdquo;) in which you will provide the undersigned with information
necessary for the Soliciting Party to make appropriate disclosure to the Company and to use in creating the consent solicitation materials
to be sent to stockholders of the Company and filed with the Securities and Exchange Commission in connection with the Consent Solicitation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">You agree that (i) you have or will promptly complete
and sign the Questionnaire (and return a hard copy if so requested), (ii) your responses in the Questionnaire will be true, complete and
correct in all respects, and (iii) you will provide any additional information as may be requested by the undersigned. In addition, you
agree that, concurrently with your execution of this letter, you will execute and return to the person indicated in the Questionnaire
the attached instrument confirming that you consent to being nominated for election as a director of the Company and, if elected, consent
to serving as a director of the Company. Upon being notified that we have chosen you, we may forward your consent and your completed Questionnaire
(or summary thereof) to the Company, and we may at any time, in our discretion, disclose such information, as well as the existence and
contents of this letter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The undersigned agrees that the undersigned will,
defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements,
liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys&rsquo; fees, costs, expenses and disbursements)
incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or
arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of the Company on
the Slate, or (ii) otherwise arising from or in connection with or relating to the Consent Solicitation. Your right of indemnification
hereunder shall continue after the delivery of consents to the Company pursuant to the Consent Solicitation (the &ldquo;Delivery&rdquo;)
has taken place but only for events that occurred prior to the Delivery and subsequent to the date hereof. Anything to the contrary herein
notwithstanding, the undersigned is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof
or subsequent to the conclusion of the Consent Solicitation or such earlier time as you are no longer a nominee on the Slate or for any
actions taken by you as a director of the Company, if you are elected.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Nothing herein shall be construed to provide you
with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the
Consent Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in
or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful
misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the Questionnaire or otherwise
in connection with the Consent Solicitation. You shall promptly notify the undersigned in writing in the event of any third-party claims
actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims.
In addition, upon your delivery of notice with respect to any such claim, the undersigned shall promptly assume control of the defense
of such claim with counsel chosen by the undersigned. The undersigned shall not be responsible for any settlement of any claim against
you covered by this indemnity without its prior written consent. However, the undersigned may not enter into any settlement of any such
claim without your consent unless such settlement includes (i) no admission of liability or guilt by you and (ii) a release of you from
any and all liability in respect of such claim. If you are required to enforce the obligations of the undersigned in this letter in a
court of competent jurisdiction, or to recover damages for breach of this letter, the undersigned will pay on your behalf, in advance,
any and all expenses (including, without limitation, reasonable attorneys&rsquo; fees, costs, expenses and disbursements) actually and
reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification
or advancement of expenses.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Each of us recognizes that should you be elected
to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject
to your fiduciary duties, as applicable, to the Company and to the stockholders of the Company and, as a result, that there is, and can
be, no agreement between you and the undersigned that governs the decisions which you will make as a director of the Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This letter sets forth the entire agreement between
the undersigned and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed
by the undersigned and you. This letter shall be governed by the laws of the State of New York, without giving effect to principles of
conflicts of law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Should the foregoing agree with your understanding,
please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Very truly yours,</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">MRMP-Managers LLC</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="width: 5%">By:</TD>
  <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
  <TD STYLE="width: 60%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Name:</TD>
  <TD>Ned L. Sherwood</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Title: </TD>
  <TD>Chief Investment Officer</TD>
  <TD>&nbsp;</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Agreed to and accepted as of the date first written above:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="width: 4%">Name: </TD>
  <TD STYLE="width: 35%">[Nominee]</TD>
  <TD STYLE="width: 60%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD COLSPAN="2">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

</BODY>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
