Acropolis Investment Management LLC

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 *
                Tier 1          1.25%             on first            $ 500,000
                Tier 2          1.15%             on next             $1,000,000
                Tier 3          1.00%             on next             $1,500,000
                Tier 4          0.85%             on next             $2,500,000
                Tier 5          0.75%             on next             $5,000,000
                Tier 6          0.40%     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 *
                Tier 1        0.80%                 on first           $5,000,000
                Tier 2        0.50%                 on next            $10,000,000
                Tier 3        0.40%                 on next            $25,000,000
                Tier 4        0.35%                 on next            $25,000,000
                Tier 5        0.30%                 on next            $50,000,000
                Tier 6        0.25%         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.

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.

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*
               Tier 1          $9,000                 on first           $1,000,000
               Tier 2          0.40%                  on next            $9,000,000
               Tier 3          0.30%                  on next            $15,000,000
               Tier 4          0.25%                  on next            $15,000,000
               Tier 5          0.20%                  on next            $75,000,000
               Tier 6          0.15%          on all additional funds
...

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

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.