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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000909012-07-001362.txt : 20071102
<SEC-HEADER>0000909012-07-001362.hdr.sgml : 20071102
<ACCEPTANCE-DATETIME>20071102131906
ACCESSION NUMBER:		0000909012-07-001362
CONFORMED SUBMISSION TYPE:	40-17G
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20071102
DATE AS OF CHANGE:		20071102
EFFECTIVENESS DATE:		20071102

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CORNERSTONE STRATEGIC VALUE FUND INC/ NEW
		CENTRAL INDEX KEY:			0000814083
		IRS NUMBER:				133407699
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		40-17G
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05150
		FILM NUMBER:		071209606

	BUSINESS ADDRESS:	
		STREET 1:		BEAR STEARNS FUNDS MANAGEMENT INC.
		STREET 2:		383 MADISON AVENUE - 23RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10179
		BUSINESS PHONE:		2122722093

	MAIL ADDRESS:	
		STREET 1:		BEAR STEARNS FUNDS MANAGEMENT INC.
		STREET 2:		383 MADISON AVENUE - 23RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10179

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CLEMENTE STRATEGIC VALUE FUND INC
		DATE OF NAME CHANGE:	19990622

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CLEMENTE GLOBAL GROWTH FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>40-17G
<SEQUENCE>1
<FILENAME>t303781.txt
<TEXT>



                       CORNERSTONE TOTAL RETURN FUND, INC.
                     CORNERSTONE STRATEGIC VALUE FUND, INC.
                       CORNERSTONE PROGRESSIVE RETURN FUND
                               383 Madison Avenue
                            New York, New York 10179
                                 (212) 272-2889





November 2, 2007


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Gentlemen:

Pursuant to the requirements of Rule 17g-l(g)(l) of the Investment Company Act
of 1940 as amended (the "1940 Act"), I enclose herewith the following:


         1.    a copy of the binder agreement and endorsement stating the
               addition of Cornerstone Progressive Return Fund to the joint
               fidelity bond for the following Funds (attached as EX-99.1):

               o    Cornerstone Total Return Fund, Inc. (File No. 811-02363)
               o    Cornerstone Strategic Value Fund, Inc. (File No. 811-05150)
               o    Cornerstone Progressive Return Fund (File No. 811-22066)
               o    (hereafter defined as the "Fund" or collectively the
                    "Funds")

         2.    certified copy of the resolutions of a majority of the Board of
               Trustees who are not "interested persons" of the Fund approving
               the amount, type, form and coverage of the bond and the premium
               paid (attached as EX-99.2);

         3.    a statement showing the amount of the single insured bonds which
               the Funds would have provided and maintained had they not been
               named as the insured under a joint insured bond (see EX-99.3);

         4.    a statement setting forth the period for which the additional
               premium has been paid (attached as EX-99.4); and

         5.    a copy of the agreement between each Fund entered into pursuant
               to an agreement of the joint insured (attached as EX-99.5).


Very truly yours,


/s/ Jodi B. Levine
- ------------------
Jodi B. Levine
Treasurer

Enclosures



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exh99-1.txt
<TEXT>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                                                FRANK CRYSTAL
                                                                                                  & COMPANY
                                                                             FINANCIAL SQUARE o 32 OLD SLIP o NEW YORK, NY 10005
INSURANCE BINDER            72785                                                       (212) 344-2444 o (800) 221-5830
                                                                                      TELEX: 222792 o CABLE: CRYSTINSCOS
                                                                                          TELECOPIER: (212) 425-7017

- ---------------------------------------------------------------------------------------------------------------------------------
Insured's   Cornerstone Total Return Fund, Inc. et al                           Date Typed         9/12/07
Mailing     c/o Bear Stearns Funds Management, Inc.                             By:        BK172785
Address     383 Madison Avenue                                                  A/E:       BK1
            New York, NY 10179                                                  Insured's No.
- --------------------------------------------------------------------------------Telephone Confirmation         [X]
Company     National Union Fire Insurance Company
or          c/o Marsh Affinity Group Services                                   Date
Agency      P.O. Box 9234                                                       With Whom
            Des Moines, IA 50306
- ---------------------------------------------------------------------------------------------------------------------------------
New Order [ ]  Endorsement [X]   Renewal [ ]  Rewrite [ ]  Information Only [ ] Inception or Effective Date     03/23/07
- --------------------------------------------------------------------------------
Name (if different from mailing address)                                        Expiration   03/23/08

                                                                                Policy No.   6214266

- --------------------------------------------------------------------------------Company      National Union Fire Insurance Co.
Location(s) (if different from mailing address)
                                                                                Prepaid

                                                                                Installment                                   [X]
- --------------------------------------------------------------------------------
Type of Coverage - Registered Management Investment Company Bond                Premium      $389                             [ ]


- ---------------------------------------------------------------------------------------------------------------------------------
SPECIFICATIONS - IT IS HEREBY UNDERSTOOD AND AGREED THAT THE FOLLOWING FUND IS ADDED TO THE ABOVE REFERENCED BOND NO. 6214266,
                 EFFFECTIVE SPETEMBER 7, 2007:

                 - CORNERSTONE PROGRESSIVE RETURN FUND

                 THE ADDITIOANL PREMIUM APPLICABLE TO THIS TRANSACTION IS $389.

                 ALL OTHER TERMS AND CONDITIONS SHALL REMAIN UNCHANGED



- ---------------------------------------------------------------------------------------------------------------------------------

Mortgagee  [ ]       Loss Payee [ ]     Additional Insured [ ]      Other [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
Enclosure [ ]                                                                   The undersigned company agrees, for its
                                                                                respective interests only and to the extent
                                                                                respectively indicated to effect insurance or
                                                                                changes as set forth. This agreement is binding
                                                                                for account of the Assured until acceptance of
                                                                                satisfactory policy and/or endorsement and/or
                                                                                term agreed to by Frank Crystal & Co., Inc.
                                                                                This Binder is issued for a period of 60 days and
                                                                                automatically will be extended for additional
- --------------------------------------------------------------------------------consecutive periods of 60 days until acceptance
Remarks  [ ]                                                                    of the Policy, Bond, and/or Endorsement by the
                                                                                Assured.

- ---------------------------------------------------------------------------------------------------------------------------------
For Frank Crystal & Co., Inc.                                                   Name of Underwriter:
Refer to:  Brian P. Kill                                                        (Print or Type)  Ida Dominquez
                                                                                Signature
- ---------------------------------------------------------------------------------------------------------------------------------
Admitted [X]          Non-Admitted [ ]                                          For (Insurance Company)
                                                                                National Union Fire Insurance Co.
                                                                                Date Signed
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>



                      NATIONAL UNION FIRE INSURANCE COMPANY
                                OF PITTSBURGH, PA


                                  RIDER NO. #5

To be attached to and form part of Investment Company Blanket Bond No. 6214266
in favor of Cornerstone Total Return Fund.

     1.   In consideration of the additional premium of $389, it is hereby
          understood and agreed that Cornerstone Progressive Return Fund is
          added to the list of the insured under the attached bond and that Item
          3 of the Declaration Page is deleted in its entirety and replaced with
          the following:

ITEM  3. Limit of Liability -
         Subject to Section 9, 10, and 12 hereof:
                                                                       Limit of
                                                                      Liability
                                                                      Deduction
         Insuring Agreement A     - FIDELITY                           1525000
         Insuring Agreement B     - AUDIT EXPENSE                      25000
         Insuring Agreement C     - ON PREMISES                        1525000
         Insuring Agreement D     - IN TRANSIT                         1525000
         Insuring Agreement E     - FORGERY OR ALTERATION              1525000
         Insuring Agreement F     - SECURITIES                         1525000
         Insuring Agreement G     - COUNTERFEIT CURRENCY               1525000
         Insuring Agreement H     - STOP PAYMENT                       25000
         Insuring Agreement I     - UNCOLLECTIBLE ITEMS OF DEPOSIT     25000

OPTIONAL COVERAGES ADDED BY RIDER:

         Insuring Agreement J     - COMPUTER SYSTEMS                  1525000
         Insuring Agreement K     - UNAUTHORIZED SIGNATURES           25000
         Insuring Agreement L     - AUTOMATED PHONE SYSTEMS           0
         Insuring Agreement M     - TELEFACSIMILE                     0

   If "Not Covered" is inserted above opposite any specified Insuring Agreement
   or Coverage, such Insuring Agreement or Coverage and any other reference
   thereto in this bond shall be deemed to be deleted therefro




2. Nothing herein shall be held to vary, alter, waive or extend any of the
terms, limitations, conditions or provisions of the attached bond other than as
above stated.

3. This rider shall become effective as of 12:01 a.m. on 09/07/2007 standard
time as specified in the attached bond.





                                       By:    /s/ STEVEN E. LISTON
                                              -------------------------
                                              Authorized Representative


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>exh99-2.txt
<TEXT>



                       CORNERSTONE TOTAL RETURN FUND, INC.
                     CORNERSTONE STRATEGIC RETURN FUND, INC.
                CORNERSTONE PROGRESSIVE RETURN FUND (THE "FUND")
                           (COLLECTIVELY THE "FUNDS")

                             SECRETARY'S CERTIFICATE

I, Thomas R. Westle, Secretary of the Fund, a closed-end management investment
company organized under the laws of the State of Delaware, hereby certify that
the following resolutions were duly and unanimously adopted by the Trustees,
including a majority of the non-interested Trustees, at a special telephonic
meeting held on September 26, 2007 and such resolutions are in full force and
effect as of the date hereof:


APPROVAL OF JOINT FIDELITY BOND


                  RESOLVED, that it is the finding of the Board of Trustees of
                  the Fund that the fidelity bond for the Funds, written by
                  National Union Fire Insurance Company (the "Bond"), which is
                  in the aggregate amount of $1,525,000 to cover, among others,
                  officers and employees of the Funds, in accordance with Rule
                  17g-1 under the 1940 Act, is reasonable in form and amount,
                  after having given due consideration to, among other things,
                  the value of the aggregate assets of the Funds to which any
                  person covered under the Bond may have access, the type and
                  terms of the arrangements made for the custody and safekeeping
                  of assets of the Funds and the nature of the securities of the
                  Funds; and further

                  RESOLVED, that the allocation and payment of the premium by
                  each of the Funds under the Bond in the amounts presented at
                  this meeting is hereby ratified by the Board of Trustees of
                  the Fund, including a majority of the disinterested Trustees,
                  after having given due consideration to, among other things,
                  the number of other parties insured under the Bond, the nature
                  of business activities of those other parties, the amount of
                  the Bond and the amount of the premium, the ratable allocation
                  of the premium among all parties named as insureds, and the
                  extent to which the share of the premium allocated to Fund
                  under the Bond is less than the premium that the Fund would
                  have had to pay had it maintained a single insured Bond; and
                  further RESOLVED, that the Bond is hereby ratified by the
                  Board of Trustees, including a majority of the disinterested
                  Trustees; and further


                  RESOLVED, that the officers of the Fund be, and each hereby
                  is, authorized to execute and deliver such documents as may be
                  required to effect the foregoing resolutions, to pay any
                  premium as may from time to time be required and to take such
                  further action as may be required by applicable laws, rules or
                  regulations in connection with implementing the foregoing
                  resolutions.





                  /s/ Thomas R. Westle
                  ---------------------
                  Thomas R. Westle
                  Secretary of each Fund




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>exh99-3.txt
<TEXT>


<TABLE>
<CAPTION>

                                                      CORNERSTONE FAMILY OF CLOSED-END FUNDS
                                                        Cornerstone Total Return Fund, Inc.
                                                       Cornerstone Strategic Value Fund, Inc.
                                                        Cornerstone Progressive Return Fund


                                                   Joint Fidelity Bond
                                                       Rule 17g-1                                             Stand-alone
                                                    Gross Assets (1)       Individual        Allocated          Annual
Fund                                                    6/30/2007             Bond            Premium          Premium
                                                                                           ------------
                                                   ----------------------- --------------                  ----------------
<S>                                                    <C>                      <C>               <C>               <C>
Cornerstone Total Return Fund, Inc.                    $52,389,896              $400,000          $823              $2,000
Cornerstone Strategic Value Fund, Inc.                 138,800,128               525,000         2,177               2,250
Cornerstone Progressive Return Fund ("CFP")            140,100,020 (2)           525,000           389 (3)           1,575
                                                                           --------------  ------------    ----------------

Total Coverage Required                                                       $1,450,000
                                                                           --------------

Actual Coverage Obtained                                                      $1,525,000
                                                                           ==============

    Original Annual Premium Paid                                                                $3,000              $4,250
                                                                                           ------------    ----------------

    Additional Annual Premium for inclusion of CFP                                                $389              $1,575
                                                                                           ------------    ----------------

    Total Premium for this Policy Year                                                          $3,389 (4)          $5,825
                                                                                           ============    ================


- ---------------------------------------------------------------------------------------------------------------------------
<FN>
(1)   In accordance with Rule 17g-1, amount of registered management investment company gross assets should be
      at the end of the most recent fiscal quarter prior to date of termination (March 23, 2008).  Amounts above
      are for purposes of obtaining premium estimate.
(2)   Gross assets are projected to reach a maximum of $140,100,020 within 45 days of the initial public offering ("IPO"),
      effective September 7, 2007.  The total assets at the IPO was $121,567,020.
(3)   Premium amount is for the stub-period September 7, 2007 to March 23, 2008, such premium is not allocated amongst
      joint policy holders because it is solely for the addition of CFP.  The stub-period stand-alone premium would have
      been $725.
(4)   Does not include $90 charge for optional terrorism coverage.
</FN>
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>exh99-4.txt
<TEXT>




                       CORNERSTONE TOTAL RETURN FUND, INC.
                     CORNERSTONE STRATEGIC VALUE FUND, INC.
                       CORNERSTONE PROGRESSIVE RETURN FUND
                               383 Madison Avenue
                            New York, New York 10179
                                 (212) 272-2889




October 26, 2007


The invoice for the additional premium due on the fidelity bond, covering the
period September 7, 2007 to March 23, 2008 for Cornerstone Progressive Return
Fund has been paid in full.




                                    /s/ Jodi B. Levine
                                    ------------------
                                    Jodi B. Levine
                                    Treasurer











</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>exh99-5.txt
<TEXT>





                         AGREEMENT OF THE JOINT INSUREDS


         THIS AGREEMENT dated April 20, 2001, as amended and restated as of
December 27, 2002, February 21, 2003, February 16, 2007 and September 26, 2007
is hereby entered into by and among CORNERSTONE TOTAL RETURN FUND, INC.,
CORNERSTONE STRATEGIC VALUE FUND, INC. and CORNERSTONE PROGRESSIVE RETURN FUND
(hereinafter referred to singularly as the "Fund" or collectively as the
"Funds")(the Funds are sometimes referred to individually herein as the "Insured
Party" or collectively the "Insured Parties").

         WHEREAS, the Insured Parties are management investment companies
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

         WHEREAS, Rule 17g-1 under the 1940 Act requires each Fund to provide
and maintain in effect a bond against larceny and embezzlement by its officers
and employees; and

         WHEREAS, Rule 17g-1 authorizes each Fund, by virtue of its affiliated
status, to secure a joint insured bond naming each of them as insureds; and

         WHEREAS, Rule 17g-1 also requires that each investment company named as
an insured in a joint bond enter into an agreement with the other named insureds
containing certain provisions regarding the respective shares to be received by
said insureds in the event recovery is received under the joint insured bond as
a result of a loss sustained by them; and

        WHEREAS, the Boards of Directors of the Cornerstone Total Return Fund,
Inc. and Cornerstone Strategic Value Fund, Inc. and the Board of Trustees of the
Cornerstone Progressive Return Fund, including a majority of the
Directors/Trustees of such Fund who are not "interested persons" of the Fund as
defined by Section 2(a)(19) of the 1940 Act, have given due consideration to all
factors relevant to the form, amount and ratable allocation of premiums of such
a joint insured bond and have determined that this joint insured bond is in the
best interest of each Insured Party and their respective shareholders, and,
accordingly, the majority of such Directors/Trustees have approved the amount,
type, form and coverage of the joint insured bond and the portion of the premium
payable by each such Insured Party hereunder; and

         WHEREAS, the Directors/Trustees of each Fund have determined, with
respect to each Insured Party, that the allocation of the proceeds payable under
the joint insured bond as set forth herein, which takes into account the minimum
amount of coverage required for each Fund by Rule 17g-1, is equitable.

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants contained herein, hereby agree as follows:

         1. JOINT INSURED BOND. The Insured Parties shall maintain in effect a
joint fidelity insurance bond (the "Bond") from a reputable fidelity insurance
company authorized to do business in the place where the Bond is issued,
insuring each Insured Party against larceny and embezzlement and covering such
of their respective officers and employees who may, singly or jointly with
others, have access, directly or indirectly, to the particular Insured Party's
securities or other assets. The Bond shall name each Insured Party as an insured
and shall comply with the requirements for such bonds established by Rule 17g-1.
<PAGE>


         2. AMOUNT. The Bond shall be in at least the minimum amount required by
Rule 17g-1(d) to be maintained by the Insured Parties, in
               accordance with the policies of the staff of the Securities and
               Exchange Commission.

         3. RATABLE ALLOCATION OF PREMIUMS. The Insured Parties shall divide the
initial premium and any additional premiums which may become due under the Bond
among them based upon their relative net assets at the time of payment of the
premium involved.

         4. RATABLE ALLOCATION OF PROCEEDS.

               (a) If more than one of the Insured Parties sustains a single
loss (including a loss sustained before the date hereof), for which recovery is
received under the Bond, each such Insured Party shall receive that portion of
the recovery that is sufficient in amount to indemnify that Insured Party in
full for the loss sustained by it, unless the recovery is inadequate to fully
indemnify all such Insured Parties sustaining a single loss.

               (b) If the recovery is inadequate to fully indemnify all Insured
Parties sustaining a single loss, the recovery shall be allocated among such
Funds as follows:

                        (i) Each of the Insured Parties, to the extent it
                        sustains a loss, shall be allocated an amount equal to
                        the lesser of its actual loss or the minimum amount of
                        the fidelity bond that it would be required to maintain
                        under a single insured bond (determined as of the time
                        of the loss in accordance with the provisions of Rule
                        17g-1).

                        (ii) The remainder, if any, shall be allocated among the
                        other Insured Parties based upon their relative net
                        assets at the time of the loss (provided that, if such
                        allocation would result in any Insured Party receiving a
                        portion of the recovery in excess of the loss actually
                        sustained by it, the aggregate of such excess among such
                        other Insured Parties shall be reallocated among the
                        remaining Insured Parties not fully indemnified as a
                        result of the foregoing allocations, in proportion to
                        the allocation percentages set forth in this
                        sub-provision).

         5. CLAIMS AND SETTLEMENTS. Each Insured Party shall, within five (5)
days after the making of any claim under the Bond, provide the other Insured
Parties with written notice of the amount and nature of such claim. Each Insured
Party shall, within five (5) days of the receipt thereof, provide the other
Insured Parties with written notice of the terms of settlement of any claim made
under the Bond by such Insured Party. In the event that two (2) or more Insured
Parties shall agree to a settlement of a claim made under the Bond with respect
to a single loss, notice of the settlement shall also include calculation of the
amounts to be received under Paragraph 4 hereof. The officers of each Insured
Party designated as responsible for filing notices required by paragraph (g) of
Rule 17g-1 under the Act shall give and receive any notices required hereby with
respect to such Insured Party.

                                       2
<PAGE>


         6. MODIFICATIONS AND AMENDMENTS. Any Insured Party may increase the
amount of the Bond. Such Insured Party must give written notice thereof to the
other Insured Parties to this Agreement and to the Securities and Exchange
Commission in accordance with Rule 17g-1. If, pursuant to Rule 17g-1, any Fund
shall determine that the coverage provided pursuant to this Agreement should
otherwise be modified, it shall so notify the other Insured Parties hereto and
indicate the nature of the modification (including the treatment of any increase
or return premium) which it believes to be appropriate. If within sixty (60)
days of such notice any necessary amendments to this Agreement shall not have
been made and the request for modification shall not have been withdrawn, this
Agreement shall terminate (except with respect to losses occurring prior to such
termination). Any Insured Party may withdraw from this Agreement at any time and
cease to be an Insured Party hereto (except with respect to losses occurring
prior to such withdrawal) by giving not less than sixty (60) days prior written
notice to the other parties of such withdrawal. Upon withdrawal, a withdrawing
Insured Party shall be entitled to receive such portion of any premium rebated
by the fidelity company with respect to such withdrawal. Upon termination of the
Bond, each Insured Party shall receive any premium rebated by the fidelity
company with respect to such termination in proportion to the premium paid by
such insured, less any premium previously refunded with respect to such insured.

         7. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York.

         8. NO ASSIGNMENT. This Agreement is not assignable.

         9. NOTICES. All notices and other communications hereunder shall be
addressed to the appropriate Insured Party, at: c/o Bear Stearns Funds
Management, Inc., 383 Madison Avenue, New York, New York 10179, Attention: Mr.
Frank J. Maresca.

         10. COUNTERPARTS. This Agreement may be executed in two (2) or more
parts which together shall constitute a single agreement.

                                       3
<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the day and year first above written.


                                          CORNERSTONE TOTAL RETURN FUND, INC.


                                            By:      /s/ Ralph W. Bradshaw
                                                     ---------------------------
                                            Name:    Ralph W. Bradshaw
                                                     ---------------------------
                                            Title:   President
                                                     ---------------------------


                                          CORNERSTONE STRATEGIC VALUE FUND, INC.


                                            By:      /s/ Ralph W. Bradshaw
                                                     ---------------------------
                                            Name:    Ralph W. Bradshaw
                                                     ---------------------------
                                            Title:   President
                                                     ---------------------------


                                          CORNERSTONE PROGRESSIVE RETURN FUND


                                            By:      /s/ Ralph W. Bradshaw
                                                     ---------------------------
                                            Name:       Ralph W. Bradshaw
                                                     ---------------------------
                                            Title:      President
                                                     ---------------------------


                                       4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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