Clark Consulting, Inc. (including Clark Securities, Inc.), a wholly owned indirect subsidiary of AEGON USA, Inc., provides consulting, administration, and financial funding solutions to corporations and banking institutions. Clark Consulting reviews and evaluates products of numerous insurance and mutual fund providers engaged in the employer-owned life insurance marketplace. Based upon various factors, Clark Consulting contracts with certain providers who offer competitive products suitable for its clients. These factors include, but are not limited to, the financial strength of the provider, competitiveness of the provider's product offerings, systems compatibility to provide technical support for both the sale and servicing of employer-owned life insurance contracts, and the provider's ability to support Clark Consulting and its sales consultants through training, education and marketing materials.

Clark Consulting may be compensated in several ways. Clark Consulting may receive fees from clients for consulting, advisory services and administrative services. Clark Consulting receives commissions and compensation from insurance companies and fund management companies for placement of insurance and/or other financial products. Clark Consulting may also enter into agreements with fund management companies and receives fees directly from these fund managers for various services provided.

When Clark Consulting offers insurance products, it is acting as a non-exclusive agent for that insurance company and as such will receive a commission payment. The amount of commission paid to Clark Consulting depends on the product selected, the amount of premium received and the insurance company's applicable commission rate. The commission rate varies depending on the particular product selected by the client and the specific insurance company issuing the product. Renewal commission (sometimes referred to as "trails") may also be paid as long as the insurance remains in force. A portion of the commissions received from the sale of an insurance product is paid by Clark Consulting to the sales consultant involved in the sales transaction.

Clark Consulting may also receive fees from certain fund management companies for providing research, advisory support and marketing assistance in the sale of fund portfolios to Clark Consulting clients.

Clark Consulting may also receive financial support or reimbursement from certain providers for expenses Clark Consulting incurs for various sales meetings, seminars and conferences conducted in the normal course of business. Each provider unilaterally determines how and whether to allocate funds for these activities. Any financial support from a provider may be based on the amount of insurance or other financial products purchased through Clark Consulting.

Clark Consulting may also enter into supplemental arrangements or reinsurance arrangements related to certain products Clark Consulting sells which may provide additional revenue to Clark Consulting. These supplemental arrangements include, but are not limited to volume based premium compensation, persistency incentives and compensation related to the value of in-force policies. These arrangements may generate additional commission revenue with respect to existing and, to a lesser extent, new blocks of business.

(Effective date: May 3, 2007)