CUTLER INVESTMENT COUNSEL, LLC

Item 1 – Cover Page For Wealth Management Clients Cutler Investment Counsel, LLC 525 Bigham Knoll, Jacksonville, OR 97530 541-770-9000 www.cutler.com October 8, 2025 This Disclosure Brochure provides information about the qualifications and business practices of Cutler Investment Counsel, LLC. If you have any questions about the contents of this Brochure, please contact us at (541) 770‐9000. 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. Cutler Investment Counsel, LLC [Cutler] is a Registered Investment Adviser. Registration of an Investment Adviser does not imply any particular level of skill or training. The oral and written communications with Cutler provide you with the information necessary to determine whether to hire or retain an Adviser. Additional information about Cutler is also available on the SEC’s website at www.adviserinfo.sec.gov. i  Item 2 – Material Changes For a reader’s convenience, our Brochure is produced in two distinct versions—one for institutional and retirement plan clients, and this one for wealth management and other clients. Cutler has the material changes to report since it’s last annual updating amendment on March 28, 2025. Material changes relate to Cutler’s policies, practices or conflicts of interests. Since our last annual amendment dated March 28, 2025, Cutler Investment Counsel, LLC has made the following material updates to this Brochure: Custodial Liability Limitations – We may recommend Fidelity Brokerage Services LLC. We added disclosure that certain custodians, including those commonly recommended by Cutler, may limit their liability under their custodial agreements. These limitations may affect a client’s ability to recover losses from a custodian in the event of errors, outages, or service disruptions. (See Items 12 and 15). Cybersecurity and Vendor Risks – We added disclosure regarding cybersecurity risks, including the potential for unauthorized access, ransomware, and operational disruptions. We also noted that Cutler relies on third-party technology providers for trading, reporting, and client communication. (See Item 8). Use of Artificial Intelligence and Advanced Technology – We added disclosure that some of the third-party technology providers we use may employ artificial intelligence or other automated processes to support investment research and client service. While Cutler retains oversight of client accounts, these tools may contribute to analytics and reporting. (See Item 8). Clients are encouraged to review the full Brochure for a complete description of our business practices and related risks. ii  Item 3 -Table of Contents Item 1 – Cover Page .............................................................................................................................................................. i Item 2 – Material Changes ............................................................................................................................................... ii Item 3 -Table of Contents ............................................................................................................................................... iii Item 4 – Advisory Business ............................................................................................................................................ 4 Item 5 – Fees and Compensation ............................................................................................................................... 6 Item 6 – Performance‐Based Fees and Side‐By‐Side Management ..................................................... 7 Item 7 – Types of Clients.................................................................................................................................................. 8 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .............................................. 8 Item 9 – Disciplinary Information .............................................................................................................................. 10 Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 10 Item 11 – Code of Ethics ................................................................................................................................................. 12 Item 12 – Brokerage Practices ................................................................................................................................... 13 Item 13 – Review of Accounts .................................................................................................................................... 17 Item 14 – Client Referrals and Other Compensation ..................................................................................... 17 Item 15 – Custody .............................................................................................................................................................. 18 Item 16 – Investment Discretion ............................................................................................................................... 18 Item 17 – Voting Client Securities ............................................................................................................................. 19 Item 18 – Financial Information .................................................................................................................................. 19 iii  Item 4 – Advisory Business Cutler Investment Counsel, LLC (“Cutler” or the “Firm”) is an investment advisory firm founded in 2003. Cutler & Company, Inc. was founded in 1977, and reorganized to Cutler Investment Counsel, LLC in 2003. Cutler is headquartered in Jacksonville, Oregon. Cutler provides the following services: • Individual investment portfolios, using a full spectrum of asset classes and different types of securities (for example stocks, mutual funds, exchange- traded funds (“ETFs”), and bonds). These investment programs are referred to as Cutler’s Lifestyle Portfolios. Certain Cutler employees advise clients on which investment portfolio is in their best interest. • Investment consulting and portfolio management for 401(k) and other retirement plans. (for more information on these please consult our ADV for retirement plans) Dividend‐based equity strategy for individuals, institutions, and foundations. This strategy, called Cutler’s Equity Income Strategy, buys large, US‐based companies with a defined dividend history. This strategy is also available as a mutual fund, the Cutler Equity Fund (DIVHX), of which Cutler is the investment adviser. • Cutler will occasionally act as an expert witness in a court of law. Cutler generally charges $300-$500 per hour for this service. Cutler will occasionally customize the above strategies, depending on the needs of certain clients. For example, clients might place restrictions on the types of securities their account owns or prohibit the purchase of a particular security. Cutler will accommodate those requests when possible and invest the rest of the account according to our portfolio managers’ discretion. Due to tax considerations, positions purchased prior to Cutler's engagement, and conservations with Cutler Advisor's, individual client portfolios sometimes deviate significantly from the strategies listed herein. At the onset of the client relationship, Cutler obtains each client’s investment objectives, risk tolerance, and other information relating to the client’s overall financial circumstances, which may be written or verbal. Whether provided verbally or in written form, Cutler will allocate assets according to these guidelines, unless our client directs us to do differently. In this Brochure, we refer to any of these directives as “Investment Guidelines”. These Investment Guidelines are used to determine the suitable portfolio asset allocation and investment strategy for the client. Cutler does not assume any responsibility for the accuracy of such information provided by the client, is not obligated to verify any information received from a client or from a client’s other professionals (e.g., attorney, accountant, etc.), and is expressly authorized to rely on such information. Under all circumstances, clients are responsible for promptly notifying Cutler, in writing, of any material changes to their Investment Guidelines. In the event that a client notifies Cutler of changes in such information, Cutler will review the changes and recommend any necessary revisions to the 4  client’s portfolio. Cutler also offers financial planning services to complement discretionary investment management. These services vary in scope, depending on the needs of the individual client(s), but may include: Insurance Coverage Assessments • Net Worth Calculation • Budgeting and Cashflow Projections • Investment Allocation and Selection • Social Security Withdrawal Optimization • College Funding • Tax Optimization • • Estate Planning Reviews • Ad-hoc Financial Analysis Financial planning reviews and basic financial planning services are included in the standard fee schedule for most wealth management clients. For clients choosing to engage Cutler solely for Financial Planning, our a la carte Comprehensive Financial Planning services are available for an annual retainer fee starting at a minimum of $5,000.00, depending on scope and complexity. Clients should understand that a conflict of interest exists because Cutler has an incentive to recommend its own investment management services as Cutler receives additional compensation for such services. Advice and recommendations will at times also be given on non-securities matters, however, Cutler does not provide tax or insurance advice. Clients always have the right to accept or reject any or all recommendations made by Cutler. Should clients decide to act on such recommendations, clients always have the right to decide with whom they choose to do so. Cutler often helps clients manage cash flows with regular withdrawals and may take capital gains into consideration for clients with substantial tax liabilities. Cutler does not provide tax advice to clients. Cutler participates in several dual‐contract relationships, where Cutler has a mutual client with another investment advisory firm or broker‐dealer. The management of these accounts does not deviate substantially from the accounts that directly invest with Cutler in similar strategies. For Cutler clients having dual contracts with other broker‐dealers or investment advisers, additional fees will be assessed by the broker dealer or investment adviser. Clients should discuss Cutler’s strategy’s suitability with their broker‐dealer or investment adviser relationship manager before investing with Cutler. Assets Under Management As of December 31, 2024, Cutler managed client assets totaling $1,426,947,072. Of those assets, $1,239,901,024 are managed on a discretionary basis and $187,046,048 on a non- discretionary basis. 5  Item 5 – Fees and Compensation Cutler’s fee schedule is stated below. Fees are subject to negotiation. In addition, for family and friends of the Firm, the Firm may, in its sole discretion, reduce or waive management fees in their entirety. The specific manner in which investment advisory fees are charged by Cutler is established in a client’s written agreement with Cutler. Except as otherwise agreed to in writing, Cutler charges an annualized management fee based on a percentage of assets under management (AUM), including cash and cash equivalents. Unless the client agreement calls for a different fee calculation, this annualized fee is applied to an average AUM of the last trading day of each month during the quarter. Assets are valued in such manner as reasonably determined in good faith by Cutler to reflect the fair market value thereof. Please note that certain “legacy clients” of the Firm will have a fee schedule and/or billing practices that differ from those disclosed herein. Legacy clients are those clients that had a pre-existing arrangement with an investment adviser representative before that investment adviser representative became registered with Cutler, or were acquired by Cutler as part of an asset acquisition. In all instances, the specific fees and billing practices will be as described in the respective client’s agreement. Clients authorize Cutler to directly debit fees from their account(s), however, in certain circumstances, Cutler elects to invoice clients for their investment management fees. Unless otherwise agreed upon, Cutler does not provide invoices to those accounts whose fees are direct debited. Clients are asked to refer to their custodial statement to review actual fees paid. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee and upon termination of any account, any earned, unpaid fees will be due and payable. Cutler’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients will incur certain charges imposed by custodians, brokers, and other third parties such as those charged by outside investment managers, custodial fees, deferred sales charges, odd‐lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees and other operating expenses, which are disclosed in a fund’s prospectus. Item 12 (below), further describes the factors that Cutler considers in selecting or recommending broker‐dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Clients who invest in the Cutler affiliated mutual fund also indirectly “pay” the fund’s operating expenses. A portion of those fees include a management fee paid to Cutler. The current annual management fee paid to Cutler is 0.75% for the Cutler Equity Fund. Those management fees are accrued daily and paid to Cutler monthly in arrears. In measuring your fee, Cutler omits your assets invested in the Cutler Fund, meaning you pay the management fee, but not an additional advisory fee. Clients should understand that all the fees and any other charges described in the above paragraph are paid out of the assets in the client’s account (unless otherwise agreed upon 6  writing) and are in addition to the investment management fees charged by Cutler. It is important that clients review the fees charged to their account(s) to fully understand the total amount of all fees charged. Clients should understand that lower fees for comparable services may be available from other advisory firms. For individually managed accounts, Cutler charges the following fees: Assets Under < $2,000,000 Management 2,000,000 - $5,000,000 > $5,000,000 Fee 1.25% 1.00% Negotiable Fees are collected quarterly in arrears, which produces a compounding effect on the total rate of return net of management fees. As an example, the effect of investment management fees on the total value of a client’s portfolio assuming (a) [$1,000,000] investment, (b) portfolio return of [8%] a year, and (c) [1.00%] annual investment advisory fee would be [$10,416] in the first year, and cumulative effects of [$59,816] over five years and [$143,430] over ten years. Actual investment advisory fees incurred by clients will vary. The fees for account balances over $5,000,000 will be determined by the size, complexity, and the amount of time involved in managing the assets. Unless instructed otherwise, each client account will be billed individually for its respective share of fees owed the Firm. However, the Firm will at times bill client accounts disproportionately for fees should such actions be necessary due to insufficient funds in any respective client account, or if doing so is deemed by the Firm to be in the best interest of client. At times, and in the sole discretion of the firm, Cutler will perform services pursuant to a fixed annual fee negotiated with the client and assessed quarterly. In such instances, clients are provided an invoice at the end of each quarter with payments due within fifteen days of delivery. Any such fixed fee arrangements will be included as part of the client agreement. Compensation to Cutler for its Financial Planning services will generally be at the annual rate of a minimum of $5000. Prior to the Firm’s commencement of Financial Planning Services, the Client will pay 25% of the agreed upon fee. An additional 25% is due at the first of each calendar quarter until payment has been made in full. Item 6 – Performance‐Based Fees and Side‐By‐Side Management Cutler does not charge any performance‐based fees (fees based on sharing of capital gains on or capital appreciation of the assets of a client). 7  Item 7 – Types of Clients Cutler provides investment management services to individuals (including high net worth individuals), corporate pension and profit‐sharing plans (including 401k plans), corporations, charitable institutions, foundations, endowments, registered affiliated mutual funds, Taft- Hartley plans (labor unions), and trusts. Households of more than $250,000, or special circumstances, generally receive a recommendation of a “Cutler Lifestyle” strategy or an individual portfolio in our Equity Income strategy (as described above in Item 4). Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. Cutler uses different tools to generate its respective client portfolios, as described below. For the Equity Income Strategy, Cutler uses screens to create an approved list of securities. These screens include a significant dividend history (which is measured by the company’s past dividend payments), the quality of the company’s public debt (if available), and minimum market capitalization (which is a measure of the size of the company determined by the number of outstanding shares multiplied by the price of the stock). The Equity Income portfolio is produced from the companies eligible for our approved list. The Equity Income portfolio generally contains between 30‐35 securities, which means that the performance of each security can have a material impact on the strategy’s total return. Risks include liquidity risk (inability to trade a security in stressed market conditions), company‐specific underperformance or event‐driven risks, and the risk that equities as an asset class have volatility and may decrease in value. The portfolio may hold small‐ capitalization and mid‐capitalization stocks, which have greater liquidity risk and more volatility in general than large‐capitalization stocks. For investors in The Cutler Equity Fund, which follows this same strategy, the risks for investing are further outlined in the Fund’s Prospectus. This is available via our website, by contacting Cutler, or via the Fund’s distributor Ultimus Fund Distributors. Cutler’s Lifestyle Portfolios are risk-based portfolios. Cutler creates these portfolios using over internal market outlook as well as with the assistance of third‐party software to generate an asset allocation of appropriately correlated assets. Correlation measures the degree to which different types of investments increase or decrease in value simultaneously. The process is based on research commonly referred to as Modern Portfolio Theory. Cutler’s Lifestyle Portfolio platform allows for numerous “pivots” or deviations from our standard model that are better aligned with either the client’s outlook, or the Financial Advisor’s objectives for each client. Pivots include a “value” pivot, where we increase the Large Cap Value allocation, “domestic” pivot, with an increased emphasis on US stocks, and “ESG” pivot, which is discussed below. Pivots may be combined at times and other pivots, or customizations, may be available to clients and implemented through discussions with their Advisor. The following risks should be considered if investing in these strategies‐ interest‐rate risk, market risk, Cutler’s conflict of interest in recommending these securities, inflation risk, and currency risk, in 8  addition to the product specific risks discussed below: • The Lifestyle Portfolios are risk‐based portfolios; meaning that they are constructed to specific expected return and volatility measures, based on historical data. They include five strategies: Conservative, Balanced Income, Moderate Blend, Growth and Income, and Aggressive Growth. The strategy names are not intended to reflect a specific investment objective, but are intended to reflect the risk relative to the other Lifestyle Portfolios. As an example, the Conservative strategy contains assets with potential for losses, and may not correspond to any specific individual’s definition of “conservative.” These portfolios use individual securities, mutual funds, and exchange traded funds, which are subject to liquidity risks. All of these portfolios contain risk and may lose value under certain market conditions. The expected risk of these portfolios is based on historic volatility, which cannot be assumed to reflect the degree to which the portfolio experiences future volatility. The Lifestyle Portfolios may not necessarily perform according to their investment objective, meaning that the Conservative portfolio may underperform the Aggressive Growth in a down market, and vice‐ versa. Additionally, there is a risk that a client will be in a portfolio that is too aggressive (too much risk too close to retirement) or too conservative (not growing the client’s assets enough during their wage-earning years to generate sufficient income in retirement). Cutler also uses strategies involving Socially Responsible Investing, which involves the incorporation of Environmental, Social and Governance consideration into the investment due diligence process (“ESG”). There are potential limitations associated with allocating a portion of an investment portfolio in ESG securities (i.e., securities that have a mandate to avoid, when possible, investments in such products such as alcohol, tobacco, firearms, oil drilling, gambling, etc.). The number of these securities may be limited when compared to those that do not maintain such a mandate. ESG securities could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange traded funds are few when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Cutler), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. Cutler will sometimes recommend certain independent managers who employ direct indexing investment strategies that seek to enhance after-tax performance of a specific benchmark, which may be unable to harvest losses due to various factors. Market conditions may limit the ability to generate tax losses. A tax loss realized by a U.S. investor after selling a security will be negated if the investor purchases the security within thirty days. Although the manager attempts to avoid “wash sales” and temporarily restricts securities it has sold at a loss to prevent wash sales, a wash sale can occur inadvertently because of trading by a client in portfolios not managed by the manager, in other household-level accounts managed by Cutler, or within other direct indexed accounts. Direct indexed mandates of non-liquid securities (e.g., small cap U.S. equities, distressed companies, ADRs) can carry significant bid-ask spreads that detract from pre- tax performance. Direct indexing performance can meaningfully deviate from the performance of the benchmark the strategy attempts to replicate. 9  In addition to the risks as described above, there are risks specific to the underlying investments of each ETF or mutual fund utilized in Cutler’s strategies, which vary depending on the types of investments, but generally include: market volatility risk, business financial risk, liquidity risk, foreign investment risk, currency risk, exchange rate risk, reinvestment risk, derivatives risk, interest rate risk, credit risk, default risk. All applicable risks are outlined in the Prospectus and Statement of Additional Information for each respective ETF and mutual fund. Cutler does not provide any guarantee that our advisory services or methods of analysis will provide positive results or insulate clients from losses. Cutler and certain third-party service providers may use artificial intelligence or other advanced technology platforms in connection with investment research, portfolio management support, and client service. These uses may include analytics, modeling, reporting, and client-facing tools that support planning, communication, and account servicing. While Cutler retains oversight of all investment decisions and client interactions, clients should understand that reliance on such technology introduces risks, including potential system errors, data quality issues, unforeseen biases in outputs, or service disruptions. Clients should understand that cybersecurity risks, including unauthorized access to data, ransomware, account takeover attempts, or operational disruptions, may impact their accounts or personal information. In addition, some service providers may employ artificial intelligence or other automated processes that contribute to analytics or reporting used in managing accounts. Clients acknowledge these risks as part of engaging Cutler’s advisory services. Item 9 – Disciplinary Information Registered Investment Advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client or prospect’s evaluation of Cutler or the integrity of Cutler’s Management. Cutler currently does not have any information applicable to this item. Please visit www.advisorinfo.sec.gov for disclosures pertaining to your specific consultant or advisor. Item 10 – Other Financial Industry Activities and Affiliations Cutler is affiliated with the Cutler Trust, as the investment adviser for the Cutler Equity Fund (DIVHX, an Affiliated Fund). Several of Cutler’s employees are also officers or Trustees of DIVHX. Although nothing obligates Cutler to recommend the Cutler Funds, Cutler and its advisers often recommend an investment in DIVHX to certain Cutler clients. Clients who invest in DIVHX pay total operating fees at the prevailing rate as outlined in DIVHX’s prospectus. A portion of those fees include a “fund management fee” that is paid to Cutler. The current annual fund management fee paid to Cutler is 0.75% for DIVHX, which may be higher than the client’s investment management fees charged by Cutler. 10  Neither Cutler nor its advisers receive additional commissions or any other transaction- based compensation in connection with DIVHX. Further, for those clients who invest in DIVHX, Cutler will not retain advisory fees and fund management fees on the same assets. For example, if a client has $100,000 in assets under management with Cutler, of which $25,000 is invested in DIVHX, Cutler will retain its investment advisory fee only on the remaining $75,000. For client account invoices generated by Cutler’s billing system, client assets invested in DIVHX will be coded as “non-billed” and your billable assets under management will be reduced accordingly. For an explanation of the fee adjustment for an employment-based retirement plan, read our Brochure for institutions and retirement plans. Despite Cutler not assessing an investment management fee on client assets invested in DIVHX, this relationship presents a conflict of interest in that Cutler has an economic incentive to recommend clients invest in DIVHX as it receives a management fee from DIVHX, a portion of which is attributable to clients’ investments in DIVHX. Additionally, through their roles as officers or Trustees of DIVHX, certain employees of Cutler have an incentive to recommend DIVHX as opposed to other mutual funds that have similar investment profiles. These conflicts of interest affect the ability of Cutler and its advisers to provide clients with unbiased, objective investment advice concerning the selection of certain investments for client accounts. This could mean that other investments, with whom Cutler or its employees do not have an interest, may be more appropriate for a client than an investment in DIVHX. THEREFORE, A SUBSTANTIAL CONFLICT OF INTEREST EXISTS IN THE SELECTION OF INVESTMENTS FOR CUTLER CLIENTS. Each prospective investor in DIVHX, prior to making an investment decision to purchase interests, is encouraged to consider all factors the investor deems relevant to an investment in DIVHX, including the conflicts of interest noted above and elsewhere, and to consult with their own advisors regarding such potential investment. The conflicts surrounding these outside business activities are disclosed to clients at the time of entering into an advisory agreement with Cutler, mainly through the delivery of this Brochure, the Supplemental Brochures (ADV Part 2Bs) and the Form CRS (ADV Part 3). Additionally, Cutler has implemented certain policies, procedures and internal controls to help mitigate the conflicts. Importantly, as part of Cutler’s fiduciary duty to clients, Cutler and its advisers endeavor at all times to put the interests of the clients first, and recommendations and investments will only be made to the extent that they are reasonably believed to be suitable and in the best interests of the client. For more information on DIVHX, please request a copy of the Prospectus and Statement of Additional Information, which can also be found via our website. When leaving an employer, clients typically have four options regarding their existing retirement plan: (1) leave the assets in the former employer’s plan, if permitted, (2) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (3) roll over the assets to an Individual Retirement Account (“IRA”), or (4) take a full withdrawal in cash, which would result in ordinary income tax and a penalty tax if the person is under age 59 1/2. At times, as part of its services, Cutler recommends that clients roll over their 401(k) or other qualified plan assets to an IRA. This rollover recommendation presents a conflict of interest in that Cutler will receive compensation (or may increase current compensation) when investment advice is provided following the client’s decision to roll over plan assets. 11  Clients who have assets in retirement accounts elsewhere would potentially pay a larger fee if rolled into an IRA or Roth IRA with Cutler as the adviser. Cutler will only recommend rollovers if it’s in the best interest of the client. Instances, where it may be in the best interest of the client include, but are not limited to, (i) simplifying the client’s account management (reduce the number of retirement accounts), (ii) have professional management of their account, (iii) limited investment options at current retirement plan, and/or (iv) high administrative fees. Prior to making a decision, each client should carefully review the information regarding rollover options provided by Cutler, and are under no obligation to rollover retirement plan assets to an account managed by Cutler. Neither Cutler nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor or an associated person of the foregoing entities. Item 11 – Code of Ethics Cutler anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, Cutler will recommend to current or prospective clients, the purchase or sale of securities in which Cutler, or one or more of its employees has a position of interest (ownership). In order to address the possibility of a conflict of interest, Cutler has adopted a Code of Ethics (“Code”) for all supervised persons of the firm (which includes officers, directors, and some employees). The Code requires all supervised persons to act for the benefit of all Cutler clients and is designed to assure that the personal securities transactions, activities and interests of the employees of Cutler will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code certain classes of securities have been designated as exempt, based upon a determination that these would not materially interfere with the best interest of Cutler’s clients. This Code establishes standards, prohibitions and procedures designed to prevent improper personal trading by supervised persons, to identify conflicts of interest, and to provide a means to resolve actual or potential conflicts of interest. Supervised persons are required to follow specific procedures regarding personal trading, such as pre-clearance of certain personal transactions and the submission of required quarterly and annual reports on personal trading and security holdings. Nonetheless, because the Code of Ethics would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is monitored under our Code of Ethics by our Chief Compliance Officer and/or designee. All supervised persons at Cutler must acknowledge the terms of the Code of Ethics at least annually. Cutler’s clients or prospective clients may request a free copy of the firm's Code of Ethics by contacting Cutler. Also, Cutler has a material conflict of interest in recommending the purchase of shares of DIVHX, Cutler’s Affiliated mutual Fund, since Cutler earns management fees as the Investment Adviser to that Fund. For certain clients invested in Cutler’s Lifestyle Strategies and Target‐Date Portfolios, Cutler has a conflict of interest pertaining to the inclusion of DIVHX in those strategies, due to the fact that Cutler earns fees on assets invested in DIVHX as a portion of the prevailing expense ratio. Clients with IRA or retirement plan 12  accounts (ERISA) with Cutler should be particularly aware of this conflict and may discuss any concerns with the firm’s Chief Compliance Officer. Importantly, as part of Cutler’s fiduciary duty to clients, the firm and its supervised persons will endeavor at all times to put the interests of the clients first, and investments will only be made to the extent that they are reasonably believed to be in the best interests of the client. In some cases (such as 401(k) participants who are considering rolling into an IRA to be managed by Cutler), our conflict is material in nature and cannot be abated through policies and procedures. Cutler employees, however, still endeavor to provide only that advice which they believe to be in the long-term benefit of the client (or prospective client). Additionally, the conflicts presented by this affiliation are disclosed to clients at the time of entering into an advisory agreement with Cutler, mainly through the delivery of this Disclosure Brochure and Form CRS. Certain affiliated accounts trade in the same securities with client accounts on an aggregated basis when consistent with Cutler's obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equitably and, if applicable, receive securities at a total average price. Through our Order Management System, Cutler will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. If you have any questions regarding our Code of Ethics (or our client conflicts as discussed herein), our Chief Compliance Officer is available to address any concerns. Item 12 – Brokerage Practices Under the terms of Cutler Investment Counsel’s standard client contract, Cutler has the authority to determine securities to be bought or sold, the amount of the securities to be bought or sold, the broker to be used and the commission rates to be paid. Limitations on authority are provided in client specified investment objectives, guidelines and restrictions. In the event that the client designates a broker, the client will pay commissions that are different than those which Cutler can negotiate when it selects broker‐dealers to execute transactions on behalf of its discretionary clients. The major factors used by Cutler to determine which broker is selected for equity transactions in situations in which Cutler has discretion to choose the broker, are (a) quality of execution, (b) commissions charged, and (c) back office efficiency. As fixed income trades do not generally have a separate commission expense, dealer selection is based on best price. Cutler will batch client orders where possible to obtain best execution. When trades are batched, each account within the block will receive the same price and commission. However, at the close of the trading day, the completed shares of partially filled orders will be allocated on a pro‐rata basis (subject to rounding to “round lot” amounts). In the event the partial execution is not sufficient to complete a pro‐rata allocation by round lot, a 13  random selection of accounts will be made by the trading system to allocate trades. Soft Dollars Cutler does not participate in formal soft dollar arrangements and has not generated a soft dollar commission in the past five years. We do, however, receive benefits from certain custodians that are discussed in more detail in Item 12 (below). The Custodians and Brokers Utilized by Cutler Cutler does not maintain custody of client assets that it manages, although it is deemed to have custody of Client assets if the Client gives authority to withdraw assets, such as quarterly fees, from their account or the presence of certain Standing Letters of Authorization (as discussed below in Item 15). Client assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. Cutler recommends (or has recommended) that clients use Charles Schwab & Co., Inc. (Schwab), Fidelity Brokerage Services LLC (Fidelity) US Bank, D.A. Davidson, Wells Fargo, and/or Matrix Trust Company registered broker‐dealers and members of SIPC, as their qualified custodian. In addition, our clients use Empower (Pershing, LLC), Vanguard, John Hancock Trust Company, and Morgan Stanley. Cutler is independently owned and operated and is not affiliated with any of these custodians. These firms (or whatever custodian a client may choose) will hold client assets in a brokerage account and buy and sell securities when Cutler instructs them to do so. While Cutler frequently recommends that clients use Schwab or Fidelity as custodian/broker, clients will decide whether to do so and will open an account with any custodian by entering into an account agreement directly with them. Benefits accrued to Cutler and Cutler clients for custody are detailed herein. Other custodians may, from time- to-time, provide comparable benefits; both directly to the client and Cutler as well as the indirect benefits included below. Certain custodians, including those commonly recommended by Cutler, may limit their liability under their custodial agreements. These limitations may include caps on recovery, restrictions on the types of losses that are reimbursable, and the ability to suspend or terminate services under certain circumstances. Clients should understand that these limitations are standard in the custodial industry and that losses caused by custodial system failures, errors, or service disruptions may not be recoverable. Cutler does not open the account for clients, although we assist in doing so. Even though client accounts are maintained at a third-party custodian, Cutler can still use other brokers to execute trades for client accounts. How Cutler Selects Brokers/Custodians Cutler seeks to use a custodian/broker who will hold client assets and execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. Cutler considers a wide range of factors, including, among others: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody) 14  • Capability to execute, clear, and settle trades (buy and sell securities for client’s accounts) • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of available investment products (stocks, bonds, mutual funds, exchange‐ traded funds [ETFs], etc.) • Availability of investment research and tools that assist Cutler in making investment decisions • Quality of services • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Reputation, financial strength, and stability • Prior service to Cutler and its other clients • Availability of other products and services that benefit Cutler, as discussed below (see “Products and Services Available to Cutler from Custodians”) Products and Services Available to Cutler from Custodians Schwab Advisor Services™ is Schwab’s business division serving independent investment advisory firms like Cutler. They provide Cutler and our clients with access to Schwab’s institutional brokerage—trading, custody, reporting, and related services—many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help Cutler manage or administer its clients’ accounts, while others help them manage and grow Cutler’s business. Schwab’s support services generally are available on an unsolicited basis (Cutler does not have to request them) and at no charge to Cutler as long as its clients collectively maintain a total of at least $10 million of their assets in accounts at Schwab. If Cutler clients collectively have less than $10 million in assets at Schwab, Schwab charges Cutler a quarterly service fee of $1,200. This is a potential conflict of interest; however, Cutler does not believe that this is a material conflict given the current level of assets that we manage. Cutler believes that its frequent recommendation of Schwab as custodian and broker is in the best interests of its clients. Cutler’s selection is primarily supported by the scope, quality, and price of Schwab’s client services and not Schwab’s services that benefit only Cutler. Following is a more detailed description of Schwab’s support services: Services That Benefit Cutler Clients Custodian institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through these custodians include some to which Cutler might not otherwise have access or that would require a significantly higher minimum initial investment by Cutler’s clients. Services That May Not Directly Benefit Cutler Clients Custodians also make available to Cutler other products and services that benefit Cutler but may not directly benefit its clients or their accounts. These products and services assist Cutler in managing and administering its clients’ accounts. They include investment 15  research, both their own and that of third parties. Cutler may use this research to service all or a substantial number of Cutler clients’ accounts, including accounts not maintained at the custodian which provided us the data. In addition to investment research, custodians also make available software and other technology that: • Provides access to client account data (such as duplicate trade confirmations and account statements) • Facilitates trade execution and allocates aggregated trade orders for multiple client accounts • Provides pricing and other market data • Facilitates payment of our fees from our clients’ accounts • Assists with back‐office functions, recordkeeping, and client reporting Services That Generally Benefit Only Cutler Custodians also offer other services intended to help Cutler manage and further develop its business. These services may include: • Educational conferences and events • Consulting on technology, compliance, legal, and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers. Schwab provides some of these services itself. In other cases, it will arrange for third‐ party vendors to provide the services to Cutler. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab also offers Cutler other benefits, such as occasional business entertainment of Cutler personnel. The availability of services from the custodians mentioned above benefit Cutler because Cutler does not have to produce or purchase them. Cutler doesn’t have to pay for these services, and they are not contingent upon Cutler committing any specific amount of business, either in trading commissions or assets in custody. Those services that benefit Cutler’s business (as described above) give Cutler an incentive to recommend that our clients custody their assets with a specific custodian, rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of transactions. This is a potential conflict of interest. Cutler believes, however, that our recommendation of an company as custodian and broker is in the best interests of our clients. It is primarily supported by the scope, quality, and price of their services and not their services that benefit only Cutler. In addition to Schwab, other custodians such as Fidelity and others commonly recommended by Cutler may provide comparable types of services and benefits. These may include technology platforms, reporting tools, compliance or business support, educational resources, and occasional business entertainment of Cutler personnel. Such benefits are generally offered on an unsolicited basis and without charge, but they may create an incentive for Cutler to recommend custodians who provide them. Custodians typically maintain contractual limitations of liability and reserve broad rights to 16  suspend or terminate services. Custodians may also require advisers to indemnify them for certain client instructions, data breaches, or unauthorized transactions. These practices are standard in the custodial industry and may affect a client’s ability to recover losses in the event of errors, outages, or service disruptions. Clients are strongly encouraged to carefully review custodial agreements provided at the time of account opening. Item 13 – Review of Accounts Cutler’s portfolio managers review client accounts on an on‐going basis and are responsible for selecting suitable investments for clients in accordance with each client's investment objectives and consistent with the Investment Policy (or other written guidelines) of the client (where applicable). Advisors are responsible for reviewing their client’s investment allocations to confirm they are suitable and consistent with any Investment Guidelines. The reviewer on most of Cutler’s accounts is the Chief Investment Officer, Erich Patten. For some of our advisory accounts, the advisor assigned to the account will be responsible for the review of their assigned accounts in conjunction with Erich Patten. These statements include current holdings and relevant performance data. Clients requiring more frequent reports may request monthly statements or on an as needed basis. Item 14 – Client Referrals and Other Compensation Cutler, or a related person, does not have any arrangement, oral or in writing, where it is paid cash by or receives some economic benefit for referring clients. As discussed under Item 12, Cutler receives certain informal “soft dollar” benefits whereby brokerage transactions are directed to certain broker-dealers in return for investment research products and/or services which assist Cutler in its investment decision-making process. The receipt of such services is deemed to be the receipt of an economic benefit by Cutler, and although customary, these arrangements give rise to potential conflicts of interest, including the incentive to allocate securities transactional business to broker-dealers based on the receipt of such benefits rather than on a client’s interest in receiving most favorable execution. As described above, Cutler regularly recommends investments in DIVHX to certain of its advisory clients and other persons. Please see Items 4, 10, and 11 for additional information related to Cutler’s relationship with DIVHX, and conflicts of interest related thereto. If a client is introduced to Cutler by either an unaffiliated or affiliated party (herein a “Promoter”), Cutler will compensate that Promoter a fee in accordance with Rule 206(4)-1 of the Advisers Act and any corresponding state securities requirements. Any such compensation shall be paid solely from the investment advisory fees earned by Cutler and shall not result in any additional charge to the client. Cutler participates in the Ramsey Solutions Smartvestor Pro program. In the program, 17  Cutler pays a monthly fee to Ramsey Solutions who provides the names of Smartvestor Pro participant when requested by visitors to the Ramsey Solutions website. The referral is based on geography so Cutler cannot pay a higher rate to receive priority referral positioning. Cutler compensates SmartAsset as a lead generator for advisory referrals. Cutler will provide data to SmartAsset that matches certain clients with the services of Cutler. Compensation will be paid by Cutler for referrals, and the fee for referrals will be properly disclosed to any potential clients of Cutler in accordance with the Promoter Agreement entered into between the parties. All referral activities will be conducted in accordance with the Advisers Act, where applicable. Item 15 – Custody Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains their investment assets. Cutler urges each of our clients to carefully review such statements and compare such official custodial records to any account statements that Cutler provides. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Cutler does not send client statements, unless specifically requested by the client and agreed to by Cutler. Clients should contact us immediately if they believe that there may be an error in their statement. We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our firm directly debits advisory fees from client accounts. We also have certain “Standing Letters of Authorization” (SLOA) that allow us to transfer monies on behalf of our clients. Under government regulations these business processes deem us as having custody of our clients’ accounts. We do not hold your assets, your qualified custodian does. As part of our billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. For questions regarding SLOAs and Cutler’s custody of your account, please contact your advisor at Cutler. In addition, clients should be aware that custodians maintain their own agreements with clients, and those agreements often limit the custodian’s liability for errors, outages, or unauthorized transactions. These limitations may affect a client’s ability to recover losses from the custodian. Clients are strongly encouraged to carefully review custodial agreements provided at the time of account opening. Item 16 – Investment Discretion Cutler typically receives discretionary authority from the client at the onset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, 18  however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account, when applicable. This authority, including any power of attorney, is specified in client contracts. When selecting securities and determining amounts, Cutler observes the investment policies, limitations and restrictions of the clients for whom it advises. For Investment Companies, such as DIVHX, Cutler’s authority to trade securities is limited by certain federal securities and tax laws that require diversification of investments. Investment guidelines and restrictions, when applicable, must be provided to Cutler in writing, and may include restrictions such as the type or specific securities that may be bought and sold, or the percentage of exposure that may be allowable in a particular security or industry. At times, Cutler will perform its services on a non-discretionary basis. Non-discretionary investment management services means the client retains full discretion to supervise, manage, and direct the assets of the account. Cutler will make recommendations on how the account should be managed; however, Cutler will have to receive the client’s permission prior to placing any trades. Item 17 – Voting Client Securities You may request a copy of our Proxy Policy, which details the manner with which we vote proxies on behalf of our clients at any time. As a service to our clients, Cutler typically votes the proxy statements on all individual securities held in client account(s). Clients do have the right, however, to discuss with our Proxy Voting Administrator, Erich Patten, the specifics of our voting policies at any time. A copy of Cutler’s proxy voting history is available upon request. Generally, Cutler believes supporting the recommendations of management is the preferred course of action in a proxy vote. Cutler will, however, vote against management if it believes it to be in the client’s best interest. Cutler’s Proxy Voting Policy Statement outlines the specifics of how it addresses any conflicts of interest. In summary, however, Cutler’s policy is to vote what we believe is in the best interest of the clients at all times. Cutler utilizes a third-party vendor to assist in the facilitation of voting client proxies. Item 18 – Financial Information Registered Investment Advisers are required to provide our clients with certain financial information or disclosures about Cutler’s financial condition. However, as Cutler does not require or solicit prepayment of more than $1200 in fees per client, six months or more in advance, Cutler is not required to provide, and has not provided, a balance sheet. Cutler has no financial obligations that impair our ability to meet contractual and fiduciary commitments to our clients and we have not been the subject of a bankruptcy proceeding. 19