‘‘(III) any affiliate of either per-
son described in subclause (I) or (II). 
‘‘(vi) ANNUAL
AUDIT.—The require-
ments of this clause are met with respect to 
the program if an independent auditor, who 
has appropriate technical training or expe-
rience and proficiency and so represents in 
writing— 
‘‘(I) conducts an annual audit of 
the program other than the computer 
model referred to in clause (ii) which 
is certified pursuant to clause (iii) for 
compliance with the requirements of 
this subparagraph, and 
‘‘(II) following completion of the 
annual audit, issues a written report 
to the fiduciary who authorized use of 
the program which presents its specific 
findings regarding compliance of the 
program with the requirements of this 
subsection. 
For purposes of this clause, an auditor is 
considered independent if it is not related to 
the person offering the program to the plan 
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and is not affiliated with any person pro-
viding investment options under the plan. 
‘‘(vii) DISCLOSURE.—The requirements 
of this clause are met with respect to the 
program, if— 
‘‘(I) the investment adviser pro-
vides to the fiduciary referred to in 
clause (v) and the participant or bene-
ficiary receiving investment advice 
under the program with regard to any 
security or other property offered as an 
investment option, before providing the 
advice, a written notification (which 
may consist of notification by means of 
electronic communication)— 
‘‘(aa) of the role of any party 
that has a material affiliation or 
contractual relationship with the 
investment adviser in the develop-
ment of the investment advice 
program and in the selection of 
investment 
options 
available 
under the plan, 
‘‘(bb) of all fees or other com-
pensation relating to the advice 
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that the investment adviser or any 
affiliate thereof is to receive (in-
cluding compensation provided by 
any third party) in connection 
with the provision of the advice or 
in connection with the sale, acqui-
sition, or holding of the security 
or other property, 
‘‘(cc) of any material affili-
ation or contractual relationship 
of the investment adviser or affili-
ates thereof in the security or 
other property, 
‘‘(dd) of the manner, and 
under what circumstances, any 
information relating to the partic-
ipant or beneficiary which is pro-
vided under the program will be 
used or disclosed, 
‘‘(ee) of the types of services 
provided by the investment ad-
viser in connection with the pro-
vision of investment advice by the 
investment adviser, and 
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‘‘(ff) that a recipient of the 
advice may separately arrange for 
the provision of advice by another 
adviser, that could have no mate-
rial affiliation with, and could re-
ceive no fees or other compensa-
tion, in connection with the secu-
rity or other property, and 
‘‘(II) at all times during the pro-
vision of advisory services to the par-
ticipant or beneficiary, the investment 
adviser— 
‘‘(aa) maintains the infor-
mation described in subclause (I) 
in accurate form and in the man-
ner described in clause (ix), 
‘‘(bb) 
provides, 
without 
charge, accurate information to 
the recipient of the advice no less 
frequently than annually, 
‘‘(cc) 
provides, 
without 
charge, accurate information to 
the recipient of the advice upon 
request of the recipient, and 
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‘‘(dd) 
provides, 
without 
charge, accurate information to 
the recipient of the advice con-
cerning any material change to 
the information required to be 
provided to the recipient of the 
advice at a time reasonably con-
temporaneous to the change in in-
formation. 
‘‘(viii) OTHER
CONDITIONS.—The re-
quirements of this clause are met with re-
spect to the program, if— 
‘‘(I) the investment adviser pro-
vides appropriate disclosure, in con-
nection with the sale, acquisition, or 
holding of the security or other prop-
erty with respect to which the invest-
ment advice is provided under the pro-
gram, in accordance with all applica-
ble securities laws, 
‘‘(II) the sale, acquisition, or hold-
ing occurs solely at the direction of the 
recipient of the advice, 
‘‘(III) the compensation received 
by the investment adviser and affiliates 
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thereof in connection with the sale, ac-
quisition, or holding of the security or 
other property is reasonable, and 
‘‘(IV) the terms of the sale, acqui-
sition, or holding of the security or 
other property are at least as favorable 
to the plan as an arm’s length trans-
action would be. 
‘‘(ix) STANDARDS FOR PRESENTATION 
OF INFORMATION.— 
‘‘(I) IN
GENERAL.—The require-
ments of this clause are met with re-
spect to the program if the notification 
required to be provided to participants 
and beneficiaries under clause (vii)(I) 
is written in a clear and conspicuous 
manner and in a manner calculated to 
be understood by the average plan par-
ticipant and is sufficiently accurate 
and comprehensive to reasonably ap-
prise such participants and bene-
ficiaries of the information required to 
be provided in the notification. 
‘‘(II) MODEL FORM FOR DISCLO-
SURE OF FEES AND OTHER COMPENSA-
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