CLARK INVESTMENT STRATEGIES, INC Ross Avenue, Suite 2200 Dallas, TX March 31, 2011

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1 CLARK INVESTMENT STRATEGIES, INC Ross Avenue, Suite 2200 Dallas, TX March 31, 2011 Form ADV, Part 2; our Disclosure Brochure or Brochure as required by the Investment Advisers Act of 1940 is a very important document between Clients (you, your) and Adviser s Name (us, we, our). This Brochure provides information about our qualifications and business practices. This brochure provides information about the qualifications and business practices of Clark Investment Strategies, Inc. ( CIS ). If you have any questions about the contents of this brochure, please contact our Chief Compliance Officer, Jill Zacha, at and/or The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any State Securities Authority. Additional information about CIS also is available at the SEC s website (click on the link, select investment adviser firm and type in our firm name). Results will provide you both Part 1 and 2 of our Form ADV. We are a registered investment adviser with the Securities and Exchange Commission. Our registration as an Investment Adviser does not imply any level of skill or training. The oral and written communications we provide to you, including this Brochure, is information you use to evaluate us (and other advisers) which are factors in your decision to hire us or to continue to maintain a mutually beneficial relationship.

2 Item 2 Material Changes 1. Initial Filing on March 31, 2011: a. This is our initial filing of what we regard as The New Part 2 of our Form ADV. As a result, this Document, dated March 31, 2011 is brand new. This document was developed in response to new requirements adopted and imposed by the Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940 (IA Act). As a result, this Disclosure Brochure is substantially different from previous versions and includes disclosures not specifically required by the Old Part II. b. As a result, this Brochure should be considered materially new although you will recognize most of the disclosures as similar or identical to what you have read in the past. New Disclosures in this document include those items previously not requested, including: i. New Discl 1 ii. New Discl 2 iii. New Discl 3, and iv. The elimination of Part II, Pages 1 6 (or the old check the box pages). 2. In future filings, this section of the Brochure will address only those material changes that have been incorporated since our last delivery or posting of this document on the SEC s public disclosure website (IAPD) 3. We may, at any time, update this Brochure and either send you a copy or offer to send you a copy (either by electronic means ( ) or in hard copy form). 4. If you would like another copy of this Brochure, please download it from the SEC Website as indicated above or you may contact our Chief Compliance Officer, Jill Zacha at or i

3 Item 3 Table of Contents Item 1 Cover Page... Item 2 Material Changes... i Item 3 Table of Contents... ii Item 4 Advisory Business...1 Item 5 Fees and Compensation...3 Item 6 Performance Based Fees and Side By Side Management...5 Item 7 Types of Clients... 6 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss...7 Item 9 Disciplinary Information...8 Item 10 Other Financial Industry Activities and Affiliations...9 Item 11 Code of Ethics...10 Item 12 Brokerage Practices...11 Item 13 Review of Accounts...12 Item 14 Client Referrals and Other Compensation...13 Item 15 Custody...14 Item 16 Investment Discretion...15 Item 17 Voting Client Securities (i.e., Proxy Voting)...16 Item 18 Financial Information...17 Item 19 Requirements for State Registered Advisers...18 Brochure Supplement(s) ii

4 Item 4 Advisory Business Description of Advisory Services: CIS is a wholly owned subsidiary of Clark Consulting, LLC. (CCL) CCL s parent company, Clark, LLC, is a wholly owned subsidiary of Diversified Investment Advisors, Inc., which in turn is a wholly owned subsidiary of AEGON USA Holdings. The ultimate parent in the holding company structure is AEGON, NV, a Dutch financial services holding company. CIS is a Delaware corporation founded in September CIS is an independent and objective adviser providing a full range of investment consulting services to non qualified and qualified deferred compensation plans that are typically informally funded by insurance portfolios and corporate operating accounts through Clark Consulting, as well as to institutional clients, including but not limited to, corporations, partnerships, limited liability companies, and both community and larger financial institutions. Current Assets under Management as of the date of this brochure are $1 billion. In order to help make these plans cost effective for clients, independent consultants for CIS s parent, Clark Consulting, solicit and effect transactions in life insurance (corporate owned life insurance [ COLI ] or bank owned life insurance [ BOLI ]), variable annuities, and/or mutual funds to informally fund nonqualified plans. The funding solutions offered by Clark Consulting are implemented and funded through the brokerage services of Clark Securities, an affiliate of CIS that is a registered broker dealer with the SEC and a Financial Industry Regulatory Authority ( FINRA ) member firm. INVESTMENT CONSULTING SERVICES COLI, BOLI, and Non Qualified Plan Reviews As an independent advisor, CIS offers institutional investment advice on financial products funding nonqualified benefit plans, including but not limited to COLI, BOLI, and mutual funds. In this role, CIS reviews clients existing investment options and works with the client to produce an investment policy statement that establishes the objectives and criteria for the management of the plan s investments. As stipulated in the investment advisory agreement between the client and CIS, CIS provides detailed plan reviews that evaluate the current investment options and offers recommendations to improve the client s investment program in accordance with the objectives outlined in the client s Investment Policy Statement ( IPS ). CIS plan reviews help clients make informed decisions about whether to make additional investment options available, or to change their previous selections. CIS may also provide Asset Liability matching services to non qualified benefit plans. 1

5 INVESTMENT MANAGEMENT SERVICES CIS offers asset allocation advice and management, utilizing various securities and investment vehicles. After engaging CIS for such services, CIS will review the client s current investments and make recommendations as to the appropriateness of those holding to meet the client s needs and objectives. If requested by the client and contracted for, CIS may create an IPS and make asset allocation recommendations appropriate to the client s individual objectives within the time horizon and risk tolerance as established by the client. CIS s investment management service is continuous and based upon the individual needs of the client. However, CIS does not provide financial planning and clients should not consider the investment advice as any type of financial planning. These services may be offered on a discretionary or non discretionary basis. As part of its investment management services, CIS creates market commentary and economic updates that are available to certain clients as part of their overall investment program and posted on public websites. Clients should always consider their own individual strategies and market positions before making any investment decisions. 2

6 Item 5 Fees and Compensation GENERAL INFORMATION ON FEES Non qualified Plan Reviews CIS will charge a fixed fee for services related to its non qualified plan review services. The fees for these services are negotiable, but generally range from $500 to $15,000 on a fixed fee basis, depending upon the level and scope of services provided. The fees are billed to clients and are due within thirty (30) days of the date of delivery of the billing statement. CIS fees for services may be billed in conjunction with Clark Consulting Client Service billing or in certain circumstances, rolled into the commission charge of the funding vehicle for client convenience and/or upon client request. Prior to engaging CIS, the client will generally be required to enter into a written Agreement with CIS, setting forth the terms and conditions of the engagement and describing the scope of services to be provided. Either party to the Agreement may terminate the Agreement by providing written notice to the other party. In the event a client terminates CIS s services, a pro rata portion of CIS s fee shall be considered earned through the date of termination and the balance of CIS s unearned fee (if any) shall be refunded to the client. Any fees owed to CIS are payable to CIS within sixty (60) days following the effective date of termination. If termination occurs within five (5) business days of entering into an Agreement for such services, the client shall be entitled to a full refund of fees. Additional Services If CIS is required by a client to perform any additional services not outlined in the Agreement (or to provide services described in the Agreement on a more frequent basis than indicated in the Agreement), CIS reserves the right to negotiate the fee for such services. Such a fee will be mutually agreed upon by CIS and the client prior to the time such services are to be performed. CIS will have no responsibility to perform additional services prior to reaching such an agreement. Fee Payment Options As indicated in the Investment Consulting Agreement, fees are billed to clients and are due within thirty (30) days of the date of delivery of the billing statement. CIS fees for services may be billed in conjunction with Clark Consulting Client Service billing or in certain circumstances, rolled into the commission charge of the funding vehicle for client convenience and/or upon client request. Additional Fees and Expenses: Advisory fees payable to CIS do not include all the fees you will pay when securities are purchased or sold for your Account(s). The following list of fees or expenses are what you pay directly to third parties, 3

7 whether a security is being purchased, sold or held in your Account(s) under our management. Fees charged are by the broker dealer / custodian We do not receive, directly or indirectly any of these fees charged to you. They are paid to your broker, custodian or the mutual fund or other investment you hold. The fees include: Brokerage commissions; Transaction fees; Exchange fees; SEC fees; Advisory fees and administrative fees charged by Mutual Funds (MF), Exchange Traded Funds (ETFs) Advisory fees charged by sub advisers (if any are used for your account); Custodial Fees; Deferred sales charges (on MF or annuities); Odd Lot differentials; Deferred sales charges (charged by MFs); Transfer taxes; Wire transfer and electronic fund processing fees; Commissions or mark ups / mark downs on security transactions ; Among others that may be incurred. In addition, we do not have or employ any Employee at all that receives (directly or indirectly) any compensation from the sale of securities or investments that are purchased or sold for your account or to which we provide consulting expertise / services. As a result, we are considered a fee only investment adviser. However, the funding solutions offered by Clark Consulting have been typically implemented and funded through the brokerage services of Clark Securities, Inc. (an affiliate of CIS). Many, if not all, of Clark Consulting s independent consultants who sold funding investments are also registered representatives of Clark Securities, Inc. These independent consultants of Clark Consulting are/were compensated by payment of sales commissions through Clark Securities, Inc. by insurance companies via selling agreements that are entered into between such insurance companies and Clark Securities, Inc. for investment products purchased by clients for informal funding purposes. 4

8 Item 6 Performance Based Fees and Side By Side Management We do not charge advisory fees on a share of the capital appreciation of the funds or securities in a client account (so called performance based fees). Our advisory fee compensation is charged only as disclosed above (Item 3). 5

9 Item 7 Types of Clients We provide our services to the following category(s) of Clients: Banking or thrift institutions Corporations or other business entities Pension or profit sharing plans 6

10 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Analysis: CIS employs a number of research tools, including returns based analysis, using state of the art software which enables CIS to analyze the style and performance of any manager or fund which has monthly or quarterly returns available. The analysis determines the effective behavior of a manager or fund by identifying any strengths and weaknesses of a particular manager or fund. The analysis also determines how the manager or fund compares to its peers employing Modern Portfolio Theory (MPT) statistics and Mean Variance Analysis. In addition to Style and Performance Analysis, CIS generally provides Asset Allocation and Optimization Analysis. CIS may generate Efficient Frontier graphs and optimized portfolios along that Efficient Frontier based on the risk and return profile of a client. CIS may compare a client s current portfolio against other portfolios along the same Efficient Frontier. CIS may forecast a portfolio s return and wealth values based upon threshold and return probabilities. As such forecasting is based on return probabilities, such forecasting results are not guaranteed and are based upon a particular portfolio s historical past returns. The methods of analysis ultimately used by CIS will depend on the circumstances and goals of the client. Investment Strategies: Pursuant to the terms of the Investment Consulting Agreement, CIS may provide asset and liability management services, including but not limited to, monthly monitoring of Plan assets and liabilities in order to maintain the investment objectives, goals, performance standards, and strategic allocation articulated in the client s Investment Policy Statement ( IPS ) and rebalancing as necessary in order to maintain such standards. Risk of Loss: All investments in securities include a risk of loss of your principal (invested amount) and any profits that have not been realized (the securities were not sold to lock in the profit). As you know, stock markets, bond markets fluctuate substantially over time. In addition, as recent global and domestic economic events have indicated, performance of any investment is not guaranteed. As a result, there is a risk of loss of the assets we manage that may be out of our control. We will do our very best in the management of your assets; however, we cannot guarantee any level of performance or that you will not experience a loss of your account assets. 7

11 Item 9 Disciplinary Information We do not have any legal, financial or other disciplinary item to report to you. We are obligated to disclose any disciplinary event that would be material to you when evaluating us to initiate a Client / Adviser relationship, or to continue a Client /Adviser relationship with us. This statement applies to our Firm, and every employee. 8

12 Item 10 Other Financial Industry Activities and Affiliations Clark Consulting is a leading executive compensation and benefits consulting company. Clark Consulting s approach is one of process based consulting which often includes the development and informal funding of non qualified executive deferred compensation plans. Non qualified plans provide executives with money for retirement, disability and life insurance coverage in addition to or in lieu of current compensation. Recovering the cost of such deferred compensation plans is possible through financial products such as mutual funds, Corporate Owned Life Insurance ( COLI ) or Bank Owned Life Insurance ( BOLI ). Clark Consulting s consulting efforts help their client companies satisfy a goal of attracting, retaining, motivating and rewarding executives in fiscally responsible ways. In order to help make these plans cost effective for clients, Clark Consulting, through independent consultants, solicits and effects transactions in life insurance (COLI or BOLI), variable annuities, and mutual funds to informally fund non qualified plans. The funding solutions offered by Clark Consulting are implemented and funded through the brokerage services of affiliate Clark Securities, Inc. or the advisory services of CIS. Many, if not all, of Clark Consulting s independent consultants, are registered representatives associated with Clark Securities. Clark Consulting s consultants will provide a client with information on the relative advantages and disadvantages of informally funding various non qualified deferred compensation plans with life insurance, variable annuities or mutual funds. For insurance related products informally funding non qualified plans, there are only a limited number of insurance carriers that provide the insurance products for the COLI and BOLI market. In addition, as the insurance products are extremely specialized, there may be only one or two carriers that can offer a product to fit a client s particular needs. However, if multiple products fit a particular client, a Clark Consulting independent consultant may not always show every available product. Clark Consulting utilizes a small number of core insurance carriers in funding non qualified plans. One of these carriers is Transamerica Life Insurance Company, which is owned by AEGON USA Holdings, which is also the parent company of Clark Consulting s parent company, Clark, LLC. This ownership structure represents a conflict of interest in that affiliate insurance products may ultimately be utilized in funding plans for which sales consultants may receive sales commissions or other compensation. Once a non qualified plan is informally funded, a client may enter into an Investment Consulting Agreement with CIS for advisory services described in Item 4. 9

13 Item 11 Code of Ethics CIS s access persons (officers or employees and members of their families) are subject to the CIS Code of Ethics ( Code ) which governs personal securities trading and is designed to foster compliance with applicable federal statutes and regulatory requirements and to eliminate transactions suspected of being conflict with the best interests of CIS clients. This Code of Ethics is designed to ensure we meet our fiduciary obligation to you, our Client (or Prospective Client) and to drive home a Culture of Compliance within our firm. Our Code is comprehensive, is distributed to each employee at the time of hire, and annually thereafter (if there are changes). We also supplement the Code with annual training and on going monitoring of employee activity. Our Code includes the following: Requirements related to the confidentiality of your (Client); Prohibitions on: o Insider trading (if we are in possession of material, non public information); o Rumor mongering; o The acceptance of gifts and entertainment that exceed our policy standards; Reporting of gifts and business entertainment; Pre clearance of employee and firm transactions; Reporting (on an on going and quarterly basis) all personal securities transactions (what we call reportable securities as mandated by regulation); and, On an annual basis, we require all employees to re certify to our Code, identify members of their household and any account to which they have a beneficial ownership (they own the account or have authority over the account), securities held in certificate form and all securities they own at that time). Our Code does not prohibit personal trading by employees (or our firm). However, employees are prohibited from buying or selling securities of corporate clients (publicly traded entities) of the firm. The Code also restricts access persons investments in initial public offerings and limited offerings of client companies. You may request a complete copy of our Code by contacting us at the address, telephone or on the cover page of this Part 2; attn.: Jill Zacha, Chief Compliance Officer. 10

14 Item 12 Brokerage Practices General Considerations selecting / recommending brokers for Client transactions and commission charges: As described, CIS provides ongoing consulting services for non qualified employee benefit plans that are informally funded by assets that are typically sold by registered representatives of Clark Securities, an affiliated broker dealer. CIS s services are typically provided subsequent to the purchase of the asset used to informally fund the non qualified employee benefit plan, and thus, the selection of a broker (i.e. Clark Securities registered representative) has already occurred prior to the time CIS s services are even retained. However, a conflict does exist in that the broker dealer through which COLI and/or BOLI products are purchased is an affiliated company of CIS. Thus registered representatives of the affiliated broker dealer, Clark Securities, will receive commissions with respect to the investment products sold to informally fund the client s non qualified employee benefit plan. Again, recommendations provided by CIS generally relate to the allocation and/or re allocation of investment products already purchased by the client and accordingly, new commissions are not earned based upon the advice provided by CIS. CIS does not generally provide its services on a discretionary basis; however, pursuant to the terms an individually negotiated Investment Consulting Agreement, it may obtain authority to reallocate and rebalance assets and liabilities within an existing portfolio without client consent in order to maintain standards articulated in the client s IPS. 11

15 Item 13 Review of Accounts General Information Relating to Account Reviews With the agreement of the client under the terms of the Investment Consulting Agreement, CIS may provide quarterly, semi annual or annual reviews of client accounts by gathering data regarding the performance of the investments underlying the client s insurance policy or financial product. As part of the review on behalf of a client, a report is generated and provided to the client detailing the performance of the investments under the insurance policy or financial products. CIS will contact ongoing advisory clients on at least an annual basis to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client s financial situation or investment objectives. Reports to Clients Non Qualified Plan Reviews Non qualified plan clients will receive reports from CIS as provided for in the client s respective Investment Consulting Agreement. 12

16 Item 14 Client Referrals and Other Compensation Although it does currently not have any such arrangements, Clark Consulting may enter into third party payment arrangements with individuals or firms who act as finders by introducing potential clients seeking to develop non qualified employee benefit plans and to informally fund the liabilities associated with those non qualified plans to Clark Consulting. If a client is introduced to CIS by either an unaffiliated or an affiliated solicitor, CIS may pay that solicitor a referral fee in accordance with the requirements of Rule 206(4) of the Advisers Act and any corresponding state securities law requirements. Any such referral fee shall be paid solely from CIS s investment management fee and shall not result in any additional charge to the client. If the client is introduced to CIS by an unaffiliated solicitor, the solicitor shall provide the client with a copy of this written disclosure document which meets the requirements of Rule of the Advisers Act and a copy of the solicitor s disclosure statement containing the terms and conditions of the solicitation arrangement, including compensation. Any affiliated solicitor of CIS shall disclose the nature of his/her relationship to prospective clients at the time of the solicitation and will provide all prospective clients with a copy of CIS s written disclosure statement at the time of the solicitation. 13

17 Item 15 Custody As a pension consultant, the Firm does not maintain direct custody of client assets. However, due to the fact that investment advice may be provided to clients who have invested in insurance products of a related affiliate, Transamerica Insurance Company 4333 Edgewood Rd. NE Cedar Rapids, IA 52499, the Firm is deemed to have indirect custody for such holdings under amendments to Rule 206(4) 2 which took effect March 12, More specifically, premium payments received from purchasers of certain Transamerica variable life insurance and variable annuity contracts are deposited into the insurance company s separate accounts, which are in turn invested into subaccounts that correspond to specific investment objectives and ultimately into underlying funds based upon the contract owner s selections. CIS provides investment advice with respect to the allocations in the various subaccounts of the variable life insurance/variable annuity and is thereby deemed to have indirect custody of the customer s interest in the units of the separate account through its related insurer, Transamerica. In accordance with regulatory requirements, CIS will annually receive an internal control report that demonstrates that Transamerica has established appropriate controls over such subaccount assets for which CIS may provide investment advice. 14

18 Item 16 Investment Discretion Pursuant to the terms of the Investment Consulting Agreement, CIS may provide discretionary investment advice with respect to the rebalancing of plan assets vs. liabilities pursuant to the terms of the Investment Consulting Agreement and Client IPS. 15

19 Item 17 Voting Client Securities (i.e., Proxy Voting) CIS does not vote proxies on behalf of clients. 16

20 Item 18 Financial Information The firm does not have any financial condition(s) likely to impair its ability to meet contractual commitments to clients. Moreover, the firm does not charge or solicit pre payment of $1,200 in fees per client six or more months in advance. Accordingly, financial information is not required to be provided. 17

21 Item 19 Requirements for State Registered Advisers A. Principal executive officers and management personnel of CIS are as follows: Neil Delaney, President and Chief Investment Officer B. CIS is not engaged in any other business than as an investment advisor. C. The firm is not compensated for the provision of advisory services in the form of performancebased fees. D. There are no disciplinary events relating to the firm or a management person of the firm. E. There are no relationships or arrangements that either the firm or a management person of the firm has with any issuers of securities other than that reflected in Item 10.C. of Part 2A. 18

22 Part 2B of Form ADV: Brochure Supplement Item 1 Cover Page This brochure supplement is provided on the following employees of our firm: Contact information (name, address, , phone # s) are provided for each individual for whom this supplement is provided: Neil Delaney, President and Chief Investment Officer 2100 Ross Avenue, Suite 2200, Dallas, TX Ed Nickel, Investment Consultant 2100 Ross Avenue, Suite 2200, Dallas, TX Ian Lim, Investment Research Consultant 2100 Ross Avenue, Suite 2200, Dallas, TX March 1, 2011 This brochure supplement provides information about our employees that supplements our Form ADV, Part 2 (brochure, attached). You should have received a copy of that brochure as we include this supplement with all copies. Please contact our CCO, Jill Zacha, if you did not receive OUR BROCHURE or if you have any questions related to the brochure or this supplement. Additional information about all employees for whom supplements are provided is available on the SEC s website at 19

23 Item 2 Educational Background and Business Experience Neil Delaney, President and Chief Investment Officer Mr. Delaney received a Bachelor of Science in Economics from the University of Wales, UK and is a graduate of The Royal Military Academy, Sandhurst, UK. He holds a Series 7, 28, 63, and 65 licenses from FINRA. Mr. Delaney also holds the Chartered Financial Analyst designation. In his role, Mr. Delaney manages a team of investment consultants and analysts providing investment consulting and advisory services to clients. Mr. Delaney joined CIS in November He has worked with both private clients and corporations at Cullum & Burks Securities ( ) and Wachovia Securities ( ), participating in all aspects of the investment management process. 20

24 Item 3 Disciplinary Information None. 21

25 Item 4 Other Business Activities Neil Delaney is also a registered representative with CIS s affiliated broker dealer, Clark Securities. Mr. Delaney does not receive any compensation due to his affiliation with Clark Securities. 22

26 Item 5 Additional Compensation None. 23

27 Item 6 Supervision Mr. Delaney s supervisor is Ed Dunn, SVP, Clark Consulting. Mr. Dunn s telephone number is

28 Item 7 Requirements for State Registered Advisers No disclosures. 25

29 Item 2 Educational Background and Business Experience Ed Nickel, Investment Consultant Mr. Nickel graduated from the University of Nebraska at Omaha with a Bachelor of Science in Business Administration Finance from the University of Texas Arlington with a Masters of Business Administration. He currently holds his FINRA Series 7,63,66, and 24 registrations, as well as his Group 1 Life and Health Insurance license. Mr. Nickel rejoined Clark Consulting as an Investment Consultant for CIS after having spent three years overseas as Sr. Analyst and Portfolio Manager for Grosvenor Financial Services Group in New Zealand. He began his financial services career in 1994 at a community bank in Omaha, Nebraska as an operations analyst. Mr. Nickel then spent six years in management at Ameritrade before joining Clark Consulting as a Design Analyst in 2004 and then as a Senior Investment Research Analyst within the Investment Research Group based in Dallas. 26

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