Acropolis Investment Management, LLC

Acropolis Investment Management, LLC. 14567 N. Outer Forty Rd, Suite 200 Chesterfield, MO 63017 636-449-4900 www.acrinv.com Form ADV Part 2A Brochure Dated: March 26, 2026 This brochure provides information about the qualifications and business practices of Acropolis Investment Management, LLC. If you have any questions about the contents of this brochure, please contact us at 888- 882-0072 or rf@acrinv.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Acropolis Investment Management, LLC is also available on the SEC's website at adviserinfo.sec.gov Acropolis Investment Management, LLC is a registered investment adviser with the U.S. Securities and Exchange Commission. This registration does not imply a certain level of skill or training. Page 1 of 18  Item 2 Material Changes This brochure is required to be updated annually or sooner when material changes take place. Acropolis Investment Management, LLC previously filed an annual brochure with the Investment Adviser Registration Depository (IARD) dated March 26, 2025. The most recent update of our brochure, dated March 26th, 2026, contains the following material changes: Item 12 Brokerage Practices - Acropolis no longer has relationships with Royal Bank or Enterprise Bank • You may obtain a copy of our current brochure via our website at www.acrinv.com or by sending a written request to: Acropolis Investment Management, LLC ATTN: Chief Compliance Officer 14567 North Outer Forty Rd, Suite 200 Chesterfield, Missouri 63017 Page 2 of 18  Item 3 Table of Contents Item 2 Material Changes ......................................................................................................... 2 Item 3 Table of Contents ......................................................................................................... 3 Item 4 Advisory Business ........................................................................................................ 4 Item 5 Fees and Compensation .............................................................................................. 6 Item 6 Performance-Based Fees and Side-By-Side Management ........................................... 9 Item 7 Types of Clients ............................................................................................................ 9 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .................................... 10 Item 9 Disciplinary Information .............................................................................................. 12 Item 10 Other Financial Industry Activities and Affiliations ....................................................... 12 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 12 Item 12 Brokerage Practices ................................................................................................... 13 Item 13 Review of Accounts .................................................................................................... 15 Item 14 Client Referrals and Other Compensation .................................................................. 15 Item 15 Custody ...................................................................................................................... 16 Item 16 Investment Discretion ................................................................................................. 17 Item 17 Voting Client Securities .............................................................................................. 17 Item 18 Financial Information .................................................................................................. 18 Page 3 of 18  Item 4 Advisory Business Acropolis Investment Management, LLC is a fee-only wealth management firm and has been providing advisory services since 2002. Our advisory services are described below. Our Advisory Services. We provide financial advisory and investment management services to: including corporations, banks, insurance companies, labor organizations, • • Individuals, including trusts and estates. Institutional clients endowments, charitable organizations and other business entities. • Company sponsored retirement plans; and • Multiemployer and other retirement plans for members of labor organizations. Individual Investment Management Services. We assist individual investors in formulating their investment objectives, policies and constraints in order to develop individual investment programs. To develop a client's investment program, we first conduct an initial client interview to obtain detailed financial information and other relevant data to determine the appropriate investment guidelines, risk tolerance and other factors pertinent to the client's current financial situation and objectives. Once we have an understanding of the client's investment objectives, investment time horizon and risk tolerance, we develop a recommended investment program to meet their stated goals. The investment program is detailed in an Investment Policy Statement, which we discuss and review with the client, and require the client to sign, prior to making the initial investments. We generally have full trading discretion for our individual investment management services. The primary investments we employ in the management of client portfolios include individual stocks, bonds, exchange-traded funds and products that are managed by third parties such as mutual funds and separately managed accounts. However, depending upon a client's preferences and our recommendations, other types of investments may be used if deemed suitable for the client and not otherwise restricted by the client as outlined in the client’s Investment Policy Statement. Sub-Advisor Selection. While not a core component of our investment advisor business, we may from time to time assist in selecting a sub-advisor if a client desires a specific strategy not offered by Acropolis. Sub-advisors will have the same authority in management, including fee deduction, as is provided to Acropolis. All fees paid by client to Acropolis are exclusive and in addition to the fees paid to the sub-advisor. Page 4 of 18  Institutional Advisory Services. We provide institutional clients with portfolio management services that include fixed income only securities, equity only securities and blended portfolios of equities and fixed income. These services are available for financial institutions, not-for-profit organizations, pension funds, insurance companies, corporate operating accounts, family offices, operating accounts, health and welfare funds, trustee directed defined contribution plans and defined benefit plans and endowment accounts. The execution of these services may be provided on a fully discretionary or non-discretionary basis depending upon the objectives of the institution. Company Sponsored Retirement Plan Advisory Services. Through our Acropolis Retirement Plan Solutions and Ullico Retirement Solutions programs, we provide investment advice to various company and union sponsored retirement plans such as 401(k) plans. As a fiduciary adviser, we assist the plan sponsor with the selection of the investment line-up for plan participants and provide corresponding general information materials and educational sessions to plan participants to enable each participant to direct the investment selection for his or her own plan retirement account. Where we agree to act as a fiduciary solely under ERISA Section 3(21), we do not take discretionary control over the investment selections for the plan, and the plan sponsor makes all decisions regarding the selection of the investment line-up for the plan. Where we agree to act as a fiduciary under ERISA Section 3(38), we have the discretion to implement and/or change any selection for the investment line-up for the plan. In all cases, we have no authority to make investment decisions on behalf of plan participants. Upon request, we will also meet or speak with participants on an individual basis to provide investment education. Ullico Retirement Solutions. Defined contribution (DC) retirement plans are now complementing many traditional defined benefit (DB) plans in the union workforce. Ullico Retirement Solutions (URS), a dba of Acropolis Investment Management, was created to provide defined contribution solutions as well as individual investment management services to the union workplace. The description of services provided for each are the same as already described. The defined contribution service may be delivered as a sub-advisory or solicitor’s relationship with Ullico Investment Advisors (UIA), an SEC registered investment advisor. Individual investment services are delivered through a solicitor’s agreement with UIA. See Item 19 of this ADV for additional detail on the solicitor’s agreement with UIA. Assets under Management. As of December 31, 2025, Acropolis managed assets totaling $2,642,101,219.00 on a discretionary basis. Assets under Advisement. In addition, Acropolis provides investment advice to 31 company sponsored retirement plans with over $600 million in plan assets. Our Principal Owners. We are owned by six management employees, who we refer to as our "partners." Our two principal owners, each of whom owns between 25% and 50% of Acropolis, are Christopher B. Lissner and David B. Ott. Page 5 of 18  Item 5 Fees and Compensation The fees we charge vary for our three principal categories of clients: (1) individuals (including trusts and estates), (2) institutional clients, and (3) company sponsored retirement plans. Fees may be negotiable based upon portfolio size, level of discretion, the portfolio asset classes to be managed and other factors. Acropolis provides investment advisory services to full-time employees at no fee. Individual Advisory Fee Schedule. Individual client fees are based on the schedule set forth in the below table and may include a minimum annual fee. At our discretion, certain individual positions within a client's account may be excluded from billing, such as a low-cost basis legacy position. Private Client Fee Schedule * $ 500,000 $1,000,000 $1,500,000 $2,500,000 $5,000,000 Tier 1 Tier 2 Tier 3 Tier 4 Tier 5 Tier 6 1.25% 1.15% 1.00% 0.85% 0.75% 0.40% on first on next on next on next on next on all additional funds * Fees may be negotiable Institutional Advisory Fee Schedule. Institutional clients pay fees based on the fee schedule set forth in the following table. Institutional Fee Schedule * $5,000,000 $10,000,000 $25,000,000 $25,000,000 $50,000,000 Tier 1 Tier 2 Tier 3 Tier 4 Tier 5 Tier 6 0.80% 0.50% 0.40% 0.35% 0.30% 0.25% on first on next on next on next on next on all additional funds * Minimum annual fee $10,000. Fees may be negotiable General Information Regarding Individual and Institutional Advisory Fees. Our individual and institutional clients pay fees for our services based upon the market value of the client's account on the last day of the applicable billing period. Individual advisory fees are adjusted for any deposits and/or withdrawals during the period that affect the invoice by more than $100. We generally bill individuals and institutions quarterly after the end of the calendar quarter for services performed during the completed quarter. Fees for a partial period at the initiation and termination of the agreement will be prorated based upon the number of days we managed the assets. A client has a right to terminate an agreement without penalty within five business days after entering into the agreement. Page 6 of 18  For purposes of calculating our fees, we value securities based on the pricing provided by the client's custodian. Custodians will typically use the closing price for all listed securities and either a third-party pricing service or matrix pricing for non-listed, fixed-income securities. Other securities or investments in a client's account that the custodian does not price will be valued in a manner we determine in good faith to reflect fair market value. For investments in privately held companies, we will generally value the investment at its initial cost until circumstances indicate that a new fair market value for the investment is appropriate. The value of fixed income investments includes interest that has been accrued but not yet paid. Unless we agree otherwise with a client, the client authorizes us to deduct all fees when due from the assets held in the client's accounts. A client receives a statement of management fees 7-10 business days prior to the fees being debited from the client's accounts. In the event that we have agreed to bill the client directly, but the client fails to pay any invoice within 30 days of the date of the invoice, the client authorizes us to debit the fees from the client's accounts. Our fees do not include costs that may be incurred for the execution of securities transactions or custodial fees. See "Brokerage Practices" beginning on page 15 of this brochure for additional information. Further, in cases where a client owns mutual funds, exchange-traded index funds, or other investment company shares or we have invested client assets in separately managed accounts, the client may pay two levels of management fees: one to Acropolis and one to the entity managing the investment. We will consider such fees prior to investing in any products that would result in the client paying additional advisory fees. The services we offer may be available from other vendors at higher or lower fees. Company Sponsored Retirement Plan Fees. Fees for investment advisory services for company sponsored retirement plans are based upon a percentage of the market value of all assets in the plan. We do not retain any 12b-1 fees that may be paid by the mutual fund companies. We refund any 12b-1 or related fees we may receive back to the plan. Page 7 of 18  The fees for investment advisory services for company sponsored retirement plans are the same whether we act in an ERISA Section 3(21) role or an ERISA Section 3(38) role. The fees are as follows, with a minimum fee of $9,000: Retirement Plan Fee Schedule* $1,000,000 $9,000,000 $15,000,000 $15,000,000 $75,000,000 Tier 1 Tier 2 Tier 3 Tier 4 Tier 5 Tier 6 $9,000 0.40% 0.30% 0.25% 0.20% 0.15% on first on next on next on next on next on all additional funds *All fees may be negotiable Fees for on-site education may be billed separately in addition to the above fee schedule depending on the number and location of sessions. Fees are billed after the end of the calendar quarter for services performed during the completed quarter. The fee will be based on the account value on the last business day of the preceding quarter or the last day of contractual arrangement. We are authorized to invoice the record keeper directly for our fees or request payment via ACH, according to the plan sponsor’s election the in agreement. The record keeper and/or the custodian do not verify the accuracy of the fee calculation. Sub-Advisory Fees through Ullico Retirement Solutions Fees for Ullico Retirement Solutions (URS) are based on a fee sharing arrangement with Ullico Investment Advisors (UIA). UIA is responsible for charging and collecting fees from the plan sponsors enrolled in the program, and UIA pays us our portion of the fees upon UIA's receipt of the fees. The total UIA fees charged are identical to the Retirement Plan Fee Schedule table above, except, we only retain 85% of the fees. All fees under the URS platform may be negotiable. Our fees for on-site education may be billed separately in addition to the above fee schedules depending on the number and locations and are not shared with UIA. UIA may charge a separate additional fee for a plan enrolled in URS which would not be shared with us. Fees are billed after the end of the calendar quarter for services performed during the completed quarter. The fee will be based on the account value on the last business day of the preceding quarter or the last day of contractual arrangement. We are authorized to invoice the record keeper directly for our fees or request payment via ACH, according to the plan sponsor’s election in the agreement. The record keeper and/or the custodian do not verify the accuracy of the fee calculation. All investment management fees are deducted from plan assets, unless otherwise requested by the plan sponsor. Page 8 of 18  IRA Rollover Considerations When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title l of the Employee Retirement Income Security Act and/or the Internal Revenue Code, which are laws governing retirement accounts. Acropolis may recommend that a client withdraw assets from an employer-based retirement plan (i.e., 401k, 403b, etc.) and roll the assets over to an individual retirement account (IRA) to be managed by Acropolis. Acropolis will typically charge its standard private client management fee to manage the IRA. This presents a potential conflict of interest as Acropolis will charge a management fee that may be higher than expenses charged had the assets remained in the employer’s (or former employer’s) retirement plan. We operate under a special rule that requires us to act in your best interest and not put our interests ahead of yours. There may be advantages to keeping those assets with the employer’s (or former employer’s) retirement plan. Clients and prospective clients are encouraged to speak with Acropolis concerning the potential advantages and disadvantages of rolling over retirement plan assets into an IRA. Consulting Services Acropolis may provide investment advice on a negotiable retainer or monthly fixed fee for certain institutional clients who do not desire ongoing supervisory investment management services. These fees may be negotiable at Acropolis’ sole discretion based upon the complexity of the client situation and the level of services and reporting provided. Consulting services may include, but are not limited to, fixed income execution, asset/liability management, cash management and business feasibility studies. Billing for consulting services is generally done at the end of the month for services performed during the completed month. Item 6 Performance-Based Fees and Side-By-Side Management Neither Acropolis nor any of its supervised people accept performance-based fees as defined under applicable SEC rules. Item 7 Types of Clients We provide investment advisory services to a wide range of clients including: Individuals (including trusts and estates) • • Corporations • Banks • Pension Plans • Endowment funds • Charitable and Not for Profit Institutions • Company Sponsored retirement plans (including 401k and 403b plans) • Multiemployer and other retirement plans for members of labor organizations Page 9 of 18  Account Minimums. We require a $1,000,000 minimum account size. We may reduce or waive such minimums where we think it is appropriate to do so. There is no minimum account size for URS clients. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss The portfolio decision-making process begins with asset allocation. In general, we seek tax-efficient strategies and securities whenever possible and practicable and seek to keep turnover and the related transaction costs low. The Investment Committee uses historic long-term commercial and academic data to estimate the risk, return and correlation properties of a variety of asset classes. Various models are then used to create a balanced portfolio with an allocation to stocks and bonds based on the client’s situation. To create the equity allocation, we begin with the MSCI World index and adjust our allocation weights between US and non-US investments to reflect a ‘home bias’ since our clients are principally US citizens living in the US. The domestic equity allocation is a combination of large, mid, small and micro-cap allocations. We use various products such as mutual funds and exchange-traded funds (ETFs) to overweight size, value and momentum within our domestic equity allocation. Real Estate Investment Trusts (REITs) are also considered part of our domestic equity allocation. In large cap, we use metrics by Novy-Marx to also invest in individual stocks that we believe are highly profitable businesses and priced at a discount. Various metrics are used to evaluate business quality such as return on invested capital, debt-to-equity and earnings-to-growth. Various valuation metrics are also used to estimate relative value such as price-earnings and price-book in addition to Morningstar Equity Select Discounted Cash Flow (DCF) models to estimate intrinsic value. The non-US equity allocation is created using mutual funds and ETFs for developed and emerging markets and the same process is used to overweight size and value overseas. For the bond allocation, we focus on interest rate sensitivity and credit quality and use mutual funds, ETFs and individual bonds. We evaluate the tax status of each client account to determine whether bonds with specific tax treatments apply (municipal bonds for example) and invest all clients in a diversified portfolio that includes government, mortgage, corporate and global bond exposure. Investment Risk. Investing in securities of any kind involves a risk of loss. We do not guarantee the future performance of any client’s account or any specific level of performance or success of any investment decision, determination or strategy that we may use in the management of a client’s account. Page 10 of 18  Although our asset allocation models are designed to reflect our client's risk tolerance, any investment strategy inherently involves risk. Risks that may have an adverse effect on a client's investments managed by us include, but are not limited to, the following: • The success of a client's investment strategy will depend on the management, skill and acumen of the members of our investment team involved in managing the client's account. • The success of our investment strategy may be significantly and adversely affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of our client’s investments. • Certain types of investments may be subject to specific risks. For example, bonds may be sensitive to fluctuations in interest rates; CMOs, REMICS and other real estate investments may be subject to risks relating to commercial and residential real estate markets; investments in securities outside the U.S. may be subject to currency exchange rate fluctuations; and equity investments may be subject to volatility in the stock markets. Cybersecurity Risk. The computer systems, networks and devices used by Acropolis as well as our service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized people and security breaches. Despite these protections, systems, networks and devices can potentially be breached. A client could be negatively impacted as a result of a cybersecurity breach. These breaches can include unauthorized access to systems, networks and devices; infection from computer viruses and attacks that shut down, disable, slow or disrupt operations, business processes or web access/functionality. These breaches may cause financial loss to a client, impede our ability to conduct trading, and prevent us from transacting business. Alternative Investments. When appropriate for a client’s objective, risk tolerance and qualifications, Acropolis may recommend the client participate in private issues, such as single purpose vehicles, funds of funds, private equity, and hedge funds. These may be structured as limited partnerships with differing minimum investments, liquidity, fees and costs. Artificial Intelligence (AI). Acropolis utilizes artificial intelligence (AI) tools to assist with administrative tasks such as client meting notetaking, documentation and future meeting agenda preparation. These tools help us efficiently record and organize client interactions. However, AI is not used in our investment decision-making process, portfolio management, or financial planning. All investment strategies and recommendations are developed and reviewed by Acropolis. Page 11 of 18  Item 9 Disciplinary Information There are no legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Item 10 Other Financial Industry Activities and Affiliations Neither Acropolis nor any of its management persons have any other financial industry activities or affiliations required to be disclosed in this brochure. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Acropolis has adopted a Code of Ethics that sets forth high ethical standards of business conduct based on the principle that we and our employees owe a fiduciary duty to clients. In complying with this duty, advisory personnel must avoid activities or interests that might interfere with making decisions in the best interests of clients. We permit our employees, partners and related persons to engage in personal trading for their own accounts and this includes trading in the same securities as our client accounts. We have policies to prevent a conflict of interest from occurring in these transactions so that our related persons do not compete with clients, or trade in conflict with, or in any way trade securities to the detriment of, our clients. Reports in the form of trade blotters of personal transactions by our employees, partners and related persons are reviewed on a daily basis. The Code of Ethics includes policies and procedures for the review of employee transactions as well as initial and annual securities holdings reports that must be submitted by our related persons. Among other things, our Code of Ethics requires prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. Our Code of Ethics also includes oversight, enforcement and recordkeeping provisions. Each person subject to the Code of Ethics is required to report all violations of which such person becomes aware to our Chief Compliance Officer. A copy of our Code of Ethics is available to clients or prospective clients free of charge upon written or oral request to the Chief Compliance Officer at our principal office. Our employees, partners and related persons may place trades for their own personal accounts that differ from advice given to our clients. We are not obligated to buy, sell or recommend to a client any security or other investment that we may buy, sell or recommend for any other client or for our own accounts. Where we believe that a financial interest by our related persons or us in an investment may result in a conflict of interest, we will disclose the nature of the potential conflict of interest to the client in writing before the completion of the investment and will obtain the consent of the client prior to such investment. Page 12 of 18  Item 12 Brokerage Practices Our approved custodian must be able to fulfill all obligations to the client on a competitive basis. When approving a custodian, we consider, among other things, its trade execution capabilities, financial stability, ability to maintain confidentiality, technology and ability to obtain the best price. We do not accept commissions, equipment, products or research service in exchange for suggesting custodians to clients. We strive to have accounts set up at brokerage firms that offer competitive commission schedules for listed stocks and do not direct order flow to firms charging an above market rate in exchange for research or other services. We do, however, participate in programs with each of our approved custodians that offer additional benefits to Acropolis and its clients. See "Additional Benefits" below for more information. As a result of the acquisition of TD Ameritrade by Charles Schwab, Acropolis is utilizing one qualified custodian: • Charles Schwab & Co., Inc., a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC) Acropolis has a relationship with DPL Financial Partners. DPL Financial Partners provides comprehensive reviews of insurance products that our clients or prospects own. DPL Financial Partners may recommend a new product or a replacement product if warranted. It would be at the client’s discretion as to whether the product is purchased or not. DPL Financial Partners is unaffiliated with Acropolis. Acropolis does not receive any revenue as a result of any product purchase. Acropolis pays DPL Financial Partners an annual subscription fee to provide their services. Other custodial relationships may be established from time to time to accommodate a client’s needs and preferences as in the case of a corporate trustee. Each approved custodian offers services that include custody of securities, trade execution, clearance and settlement of transactions. Even though we may recommend specific custodians, each client should evaluate each custodian to ensure that the custodian selected is best suited for their particular situation. Soft Dollar Arrangements. While we have no formal soft dollar or directed brokerage arrangements, our approved custodians provide Acropolis with certain brokerage and research services that would qualify as “broker or research services” according to the Securities Exchange Act. Other Brokers. As needed, we have the discretionary authority to pick a broker other than the client’s custodian to execute a fixed income trade using prime brokerage. Clients must qualify for prime brokerage to participate in these transactions. To quality for prime brokerage transactions, the client must have and maintain a minimum account value of $100,000 in the account the trades will be executed and sign the appropriate prime brokerage paperwork with the custodian. We use this discretionary authority to trade away from the custodian when purchasing or selling fixed income securities only. It is not used in all cases. Each trade placed at a broker other than the client's selected custodian results in a clearing charge of approximately $25. We will shop for the best bid and offer on generic products and execute with the best price. For non-generic products, we will shop the market to determine the relative value of securities and will execute based upon the best price and availability. Page 13 of 18  Additional Benefits. We participate in back office and support programs sponsored by our custodian - Schwab Advisor Services (formerly Schwab Institutional). We receive some benefits and additional services through our participation in these programs, including trading platforms and data interfaces, which we believe are essential to our service arrangements and capabilities. As part of our fiduciary duties to our clients, we endeavor at all times to put the interests of our clients first. While there is no direct linkage between the investment advice given and participation in these programs, economic benefits are received which would not be received if we did not participate in the programs. This creates a potential conflict of interest and may indirectly influence our choice of custodians for brokerage services. Schwab Advisor Services. Schwab Advisor Services is a business segment of the Charles Schwab Corporation serving independent investment advisers. Charles Schwab & Co., Inc. is a FINRA registered broker-dealer and a member of SIPC. Although we may recommend that clients establish accounts at Schwab, it is the client's decision to custody assets with Schwab. We are independently owned and operated and not affiliated with Schwab. Schwab provides us with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services are generally available to independent investment advisers on an unsolicited basis, at no charge so long as a total of at least $10 million of the adviser's client’s assets are maintained in accounts at Schwab Advisor Services. These services are not contingent upon Acropolis committing to Schwab any specific amount of business (assets in custody or trading commissions). Schwab's brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are generally available only to institutional investors or would require a significantly higher minimum initial investment. For our client's accounts maintained in its custody, Schwab generally does not charge separately for custody services, but is compensated by account holders through commissions and other transaction-related or asset- based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab Advisor Services also makes available to us other products and services that benefit us but may not directly benefit our client's accounts. Many of these products and services may be used to service all or some substantial number of Acropolis accounts, including accounts not maintained by Schwab. These products and services that assist us in managing and administering clients’ accounts include software and other technology that (1) provide access to client account data (such as trade confirmations and account statements); (2) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (3) provide research, pricing and other market data; (4) facilitate payment of our fees from client accounts; and (5) assist with back-office functions, recordkeeping and client reporting. Schwab Advisor Services also offers other services intended to help us manage and further develop our business enterprise. These services may include: (1) compliance, legal and business consulting; (2) publications and conferences on practice management and business succession; and (3) access to employee benefits providers, human capital consultants and insurance providers. Schwab may make available, arrange and/or pay third- party vendors for the types of services rendered to us. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or part of the fees of a third-party providing these Page 14 of 18  services to us. Schwab Advisor Services may also provide other benefits such as educational events or occasional business entertainment of our personnel. In evaluating whether to recommend or require that our clients have their assets in custody with Schwab, we may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors we consider and not solely the nature, cost or quality of custody and brokerage services provided. Clients should be aware, however, that the receipt of economic benefits by us in and of itself creates a potential conflict of interest because we may have an incentive to recommend. Aggregating Trades. All discretionary trades are aggregated and average priced when allocated to client accounts. Employees participate in aggregate trading and receive the average price with clients. All non- discretionary trades are executed in client accounts and not average priced. Trade Errors. It is Acropolis’ policy for clients to be made whole following a trade error. If an investment gain results from the correcting trade, the gain will typically remain in the client account unless it is not permissible to retain the gain or the client decides to forego the gain for a specific reason (i.e., tax reasons). If a gain does not remain in a client account, the custodian may have a policy where any gain above a de minimis amount (i.e., $100) will be donated to charity. A loss will be absorbed by Acropolis or the custodian. In addition, our policy requires us to review all errors to determine the cause and amend our procedures, if necessary, to reduce similar errors. Item 13 Review of Accounts Portfolio Reviews. Acropolis advisors perform regular, periodic reviews, which include monitoring the performance of the investments, a comparison of the portfolio to the mandate set forth in the client’s Investment Policy Statement and an evaluation of the strategy as it relates to any changes in client circumstances. Additional portfolio reviews will occur upon client request, changes in market conditions, tax law changes, or other pertinent events. Acropolis will provide reports on a quarterly basis that include asset allocation details, a performance summary, a portfolio statement, and a billing statement. Each client will receive a portfolio statement on a monthly or quarterly basis from the custodian, depending on account activity. These reports show transactions, portfolio holdings and balances. These reports are available to Acropolis through the custodian, but Acropolis is not responsible for their accuracy or for maintaining copies on behalf of the client. You are encouraged to review these reports and compare them against the reports you received from Acropolis. Please report any discrepancy you note between the custodian records and the reports you receive from Acropolis. Item 14 Client Referrals and Other Compensation Acropolis does not prepare tax returns or legal documents for clients. We emphasize a “team approach” when providing investment advisory services to our clients. If requested by a client, or if Acropolis believes legal, accounting, or risk management services are required and in the best interests of a client’s financial plan, we Page 15 of 18  will recommend an independent attorney, accountant, or insurance agency based on the client’s individual needs. Apart from the solicitor arrangement noted below, Acropolis does not pay other professionals for client referrals. However, Acropolis may be perceived to have a conflict of interest in making these recommendations because it may receive referrals from professionals that it has recommended to clients. Ullico Investment Advisors. Acropolis Investment Management has entered into a solicitor arrangement with UIA whereby Acropolis will pay UIA a referral fee equal to a percentage of fees Acropolis collects from clients who are referred by UIA under this arrangement. Acropolis pays the referral fees, not the client. We do not charge clients referred through the arrangement fees or costs greater than the fees or costs we charge other clients with similar portfolios. Other Solicitor Arrangements. We may adopt one or more incentive plans which provide for cash payments to our employees who develop and/or refer new business to us. These referral programs and incentives will not change the fees any client pays for advisory services. Item 15 Custody Acropolis is deemed to have custody of certain client funds and securities within the meaning of Rule 206(4)-2 of the Advisers Act. All client assets are held with custodians who are "qualified custodians" under applicable SEC rules. See "Brokerage Practices – Brokerage/Custodian Selection" beginning on page 15 for more information about our approved custodians. Each custodian provides monthly account statements directly to their clients. These statements report all activity in the account and the balance of the account at the end of each month. Clients should carefully review those statements. On a quarterly basis, Acropolis will issue reports to clients illustrating the performance of their accounts. Clients are contacted periodically to discuss the reports and review their objectives and situation for any adjustments or changes. We urge clients to compare their account statements from their custodian with those they receive from Acropolis. Unless we agree otherwise with a client, the client authorizes us to deduct any fees when due from the assets held in the client's accounts. In the event that we have agreed with a client to bill the client directly but the client fails to pay the invoice within 30 days of the date of the invoice, the client authorizes us to debit our fees from the client's account. SEC registered investment advisors that are deemed to have custody must obtain an annual surprise examination of client assets by an independent registered public accountant. Acropolis has engaged Armanino, LLP to complete this examination. At the completion of the exam, Armanino, LLP will file a report with the SEC attesting to Acropolis’ compliance with the regulatory requirements of Custody. Page 16 of 18  Item 16 Investment Discretion Typically, clients agree to grant us full trading discretion. This authority is granted through the client agreement as well as a limited power of attorney through their custodian. We will then have the authority and ability to determine asset selection, pricing, and timing of purchases and sales without prior approval from the client. This includes the authority to direct the investment and reinvestment of any and all assets in client accounts in any type of security or any type of program as deemed to be appropriate by us and not prohibited under the client's Investment Policy Statement to achieve the stated goals of the client. This also includes the authority to vote client proxies. For non-discretionary client relationships, Acropolis does not have trading discretion nor provide continuous ongoing account management. These terms are outlined in the non-discretionary client agreement. Acropolis must receive client approval for the specific security and the number of shares that is bought or sold. Item 17 Voting Client Securities We provide all clients with a summary of our proxy voting policies and procedures. We only exercise proxy- voting discretion over client securities in instances where clients give us discretionary authority to vote on their behalf. Acropolis has engaged Glass, Lewis & Co., LLC as an independent third-party proxy advisory service to provide proxy voting recommendations based on its internal guidelines. We vote client shares primarily in conformity with Glass, Lewis & Co., LLC recommendations. We may vote client shares inconsistent with Glass Lewis recommendations if we believe it is in the best economic interest of our clients and such a vote was not influenced by, and did not result from, a conflict of interest. Acropolis has also engaged ProxyEdge, an electronic voting platform provided by Broadridge Financial Solutions, Inc., to vote client shares and handle the administrative aspects of proxy voting. Proxies will typically be voted based on the following guidelines: (a) for management proposals on routine matters, we will typically vote in accordance with managements’ recommendation, unless we believe the recommendation is not in the best interest of the client; (b) for management proposals on non-routine matters, we will typically vote on a case by case basis in a manner consistent with what we believe is in the client’s best interest; and (c) for shareholder proposals, we will typically vote against those that would not increase shareholder value, mitigate risk or enhance shareholder rights. Clients may direct that their proxies be voted in a specific manner by providing notification to Acropolis Investment Management. If received timely and to the extent possible, Acropolis will vote a client’s proxy in accordance with their request, even if the vote would be inconsistent with Glass, Lewis & Co., LLC recommendations. Acropolis Investment Management will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of Acropolis Investment Management with the issuer of each security Page 17 of 18  to determine if Acropolis Investment Management or any of its employees has any financial, business or personal relationship with the issuer. If a conflict of interest exists, Acropolis will vote in conformity with Glass Lewis. Clients and prospective clients may contact us to obtain a copy of the firm's proxy voting policy, including specific examples of voting guidelines for the types of proposals that are frequently presented. Item 18 Financial Information We are not aware of any financial condition that is reasonably likely to impair our ability to meet contractual commitments to our clients. Page 18 of 18