WOOSTER CORTHELL WEALTH MANAGEMENT, INC.

Wooster Corthell Wealth Management, Inc. 655 Winding Brook Drive, Suite 2030 Glastonbury, CT 06033 860.430.9766 www.woostercorthell.com Firm Brochure (Part 2A of Form ADV) Revised: March 26th, 2025 Previous Revision: September 3rd, 2024 This brochure provides information about the qualifications and business practices of Wooster Corthell Wealth Management, Inc. If you have any questions about the contents of this brochure, please contact us at: 860.430.9766. 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 Wooster Corthell Wealth Management, Inc.is also available on the SEC’s website at www.adviserinfo.sec.gov. Please note that the use of the term “registered investment adviser” and description of Wooster Corthell and/or our associates as “registered” does not imply a certain level of skill or training. You are encouraged to review this Brochure and the Brochure Supplements for our firm’s associates who advise you for more information on the qualifications of our firm and our employees.  Item 2 - Material Changes to Our Part 2A Form ADV: Firm Brochure Wooster Corthell Wealth Management, Inc. is required to advise you of any material changes to the Firm Brochure (“Brochure”) from our last annual update. Since the annual amendment filed on March 26th, 2024, the following changes have been made: • Additional language has been added to the “Fee Billing” section to more clearly describe the firm’s billing practices as it relates to fee adjustments due to capital flows (contributions and withdrawals) within accounts during the billing quarter. • On May 28th, 2024, the firm’s office address changed to 655 Winding Brook Drive, Suite 2030 Glastonbury, CT 06033. • Additional language has been added under the Cash Management Program Agreement section to include additional exchange traded fund investment types. • Language regarding Retirement Rollovers and Acknowledgement of fiduciary duty regarding retirement accounts has been expanded and moved from the Miscellaneous Disclosures section to Item 7 Types of Clients. • Item 12 Brokerage Practices and Recommendation of Custodian language has been expanded to further detail the firm’s selection of Schwab as custodian and the firm’s brokerage practices. • Additional language has been added to Item 13 Review of Accounts to better detail the purpose of the previously stated account reviews performed at least quarterly. Additionally, language under Item 13 has also been expanded under the Regular Reports section to further detail the difference between reports received from the firm and reports or statements received from the custodian. • Item 14 Client Referrals and Other Compensation language has been revised to remove reference to the firm’s utilization of Smart Asset as a promoter. The firm no longer engages in this activity. Item 14 language under Other Compensation has been revised to further detail the economic benefits the firm receives from Schwab. • Item 17 Voting Client Securities language has been revised to reflect the firm’s current policy prohibiting the firm from voting proxies on behalf of our clients. Wooster Corthell Wealth Management, Inc.  Item 4 - Advisory Business ..................................................................................................... 1 Table of Contents Firm Description .................................................................................................................... 1 Principal Owners ................................................................................................................... 1 Types of Advisory Services ................................................................................................... 1 Tailored Relationships ........................................................................................................... 1 Types of Agreements ............................................................................................................ 2 Investment Management Agreement ..................................................................................... 2 Cash Management Program Agreement ............................................................................... 2 Termination of Agreement ..................................................................................................... 2 Use of Pontera Platform ........................................................................................................ 3 Miscellaneous Disclosures .................................................................................................... 3 Item 5 - Fees and Compensation ............................................................................................ 5 Investment Management Fees .............................................................................................. 5 Cash Management Program Fees ......................................................................................... 5 Fee Billing ............................................................................................................................. 6 Fee Dispersion ...................................................................................................................... 6 Other Fees ............................................................................................................................ 7 Fund Share Class Selection and Expenses ........................................................................... 7 Past Due Accounts and Termination of Agreement ............................................................... 8 Item 6 - Performance-Based Fees ........................................................................................... 8 Sharing of Capital Gains and/or Capital Appreciation ............................................................ 8 Item 7 - Types of Clients .......................................................................................................... 8 Description ............................................................................................................................ 8 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ..............................10 Methods of Analysis ............................................................................................................ 10 Investment Strategies .......................................................................................................... 10 Risk of Loss ........................................................................................................................ 10 Item 9 - Disciplinary Information ............................................................................................11 Legal and Disciplinary ......................................................................................................... 11 Item 10 - Other Financial Industry Activities and Affiliations...............................................11 Financial Industry Activities ................................................................................................. 11 Affiliations ............................................................................................................................ 12 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.....................................................................................................................................12 Code of Ethics ..................................................................................................................... 12 Wooster Corthell Wealth Management, Inc.  Participation or Interest in Client Transactions ..................................................................... 12 Personal Trading ................................................................................................................. 12 Item 12 - Brokerage Practices and Recommendation of Custodian ....................................13 The Custodian and brokers we use ..................................................................................... 13 How we select brokers/custodians ...................................................................................... 13 Your brokerage and trading costs ........................................................................................ 14 Products and Services Available to Us from Schwab .......................................................... 14 Our interest in Schwab’s Services ....................................................................................... 16 Order Aggregation ............................................................................................................... 16 Trade Error Correction ........................................................................................................ 17 Item 13 - Review of Accounts .................................................................................................17 Periodic Reviews ................................................................................................................. 17 Review Triggers .................................................................................................................. 17 Regular Reports .................................................................................................................. 18 Item 14 - Client Referrals and Other Compensation .............................................................18 Referrals to Wooster Corthell .............................................................................................. 18 Referrals to Others .............................................................................................................. 18 Other Compensation ........................................................................................................... 18 Item 15 - Custody ....................................................................................................................19 Deducting Advisory Fees from Your Account ...................................................................... 19 Third Party Custody............................................................................................................. 19 Account Statements ............................................................................................................ 20 Item 16 – Investment Discretion.............................................................................................20 Discretionary Authority for Trading ...................................................................................... 20 Limited Power of Attorney ................................................................................................... 21 Item 17 - Voting Client Securities ...........................................................................................21 Proxy Votes ......................................................................................................................... 21 Financial Condition .............................................................................................................. 21 Important Information .............................................................................................................21 Information Security ............................................................................................................ 21 Trade Requests ................................................................................................................... 22 Concurrent Trades .............................................................................................................. 22 Written Correspondence ..................................................................................................... 22 Privacy Notice ..................................................................................................................... 22 Wash Sales ......................................................................................................................... 22 Full Brochure Available ....................................................................................................... 22 Wooster Corthell Wealth Management, Inc.  Item 4 - Advisory Business Firm Description Wooster Corthell Wealth Management, Inc. (Wooster Corthell) was founded in 1992. Wooster Corthell is a fee-only investment management firm. The firm is not affiliated with entities that sell financial products or securities. No commissions or finder’s fees are accepted. The client always maintains asset control. Wooster Corthell does not act as a qualified custodian of client assets. Wooster Corthell places trades for clients under a limited power of attorney granted by the client. Principal Owners The following individual owns 25% or more of Wooster Corthell stock: Alan D. Wooster Types of Advisory Services Wooster Corthell provides personalized confidential investment management services to individuals, families, retirement plans, trusts, charitable organizations, and small businesses. Advice is provided through consultation with the client and includes a review of the client’s goals, time horizons and comfort level with investing. For clients whose assets are managed by Wooster Corthell, high level financial reviews including cash flow, college planning, retirement planning and estate planning are provided. Wooster Corthell provides investment supervisory services, also known as asset management. As part of this service, Wooster Corthell works with the client to determine an appropriate allocation of assets and assists the client with implementation. Wooster Corthell does not provide a timing service. As of December 31, 2024, Wooster Corthell manages approximately $501,216,316 in assets on a discretionary basis. Tailored Relationships The initial meeting, which is in person, by telephone or video conferencing, is free of charge and is considered an exploratory interview to determine the extent to which investment management could be beneficial for the client. - 1 - Wooster Corthell Wealth Management, Inc.  A written evaluation of each client’s initial situation is provided to the client, which often includes a net worth statement. Personalized recommendations are provided to the client, who is under no obligation to implement them. Clients may impose restrictions on investing in certain securities or types of securities. Types of Agreements Advisory Agreements may not be assigned without client consent. The following agreements define the typical client relationships. Investment Management Agreement The fees for investment management services are provided to the client in writing prior to the start of the relationship. Assets are invested primarily in exchange traded funds and no-load mutual funds. Depending on client circumstances, Wooster Corthell can accommodate individual stocks, bonds, certificates of deposit, US Treasuries and municipal securities. For annuities under Wooster Corthell’s management, assets are invested in sub- accounts of life insurance products. Wooster Corthell does not recommend equity securities traded over-the-counter, warrants, commercial paper, hard assets such as gold, cryptocurrencies, options contracts on securities or commodities and/or partnerships investing in real estate, oil or gas interests, but may provide advice on these topics at the client’s request. Wooster Corthell does not provide financial consulting on an hourly or project basis. Cash Management Program Agreement The fees for cash management services are provided to the client in writing prior to enrollment in the program. The minimum opening deposit for this program is $100,000. For more information on minimums please see our Fee Dispersion disclosure under the Fees and Compensation section of this document. Cash management assets are invested in exchange traded funds targeting short- term government bonds, municipal bonds, investment grade corporate bonds, high yield corporate bonds and/or treasury inflation protected securities (TIPS). Termination of Agreement The client or Wooster Corthell is allowed to terminate their agreement upon written notice to the other party. At termination, fees are billed on a pro rata basis for services provided but not yet paid through the date of termination. - 2 - Wooster Corthell Wealth Management, Inc.  Use of Pontera Platform Wooster Corthell uses an investment platform made available by Pontera Solutions, Inc. (“Pontera”), a third-party online platform, to assist with management of clients’ “held-away” accounts, including 401(k)s, 403(b)s, annuities, and 529 education savings plans. The Pontera platform permits advisers to manage held- away assets without having to reflect that it has custody of such assets on Part 1 of Form ADV. The advisory fee charged by Wooster Corthell for the management of held-away assets is established in the client’s Investment Advisory Agreement. Pontera charges Wooster Corthell an annual fee based upon the percentage of assets managed in the held- away accounts. Other than Wooster Corthell’s advisory fee, clients do not pay any additional fee to Pontera or to Wooster Corthell in connection with the use of the Pontera platform. Miscellaneous Disclosures of Financial Planning and Limitations Non-Investment Consulting/Implementation Services: To the extent requested by a client, Wooster Corthell offers to provide financial planning and related consulting services regarding non-investment-related matters, such as estate planning, tax planning, insurance, etc. to clients whose assets we manage. Wooster Corthell does not serve as a law firm, accounting firm, or insurance agency, and no portion of Wooster Corthell’s services should be construed as legal, accounting, or insurance implementation services. Accordingly, Wooster Corthell does not prepare estate planning documents, tax returns or sell insurance products. Clients should discuss any recommendations from Wooster Corthell with their legal, tax and/or insurance professionals prior to implementation. To the extent requested by a client, Wooster Corthell will recommend the services of other professionals for certain non-investment implementation purposes (i.e., attorneys, accountants, insurance agents, etc.). Clients are reminded that they are under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation made by Wooster Corthell or its representatives. Please Note: If the client engages any unaffiliated recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Fees for unaffiliated professionals are the responsibility of the client and are not included in the investment management fee paid to Wooster Corthell. Conflicts of interest are disclosed to the client in the event they should occur. - 3 - Wooster Corthell Wealth Management, Inc.  Portfolio Activity: Wooster Corthell has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Wooster Corthell will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, mutual fund manager tenure, style drift, and/or a change in the client’s investment objective. Based upon these factors, there can be extended periods of time when Wooster Corthell determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions or recommendations made by Wooster Corthell will be profitable or equal any specific performance level(s). Please Note - Use of Mutual Funds: Most mutual funds are available directly to the public. Thus, a prospective client can purchase many of the mutual funds that are recommended and/or utilized by Wooster Corthell directly without paying an advisory fee to Wooster Corthell. However, if a prospective client determines to do so, he/she will not receive Wooster Corthell’s initial and ongoing investment advisory services. Client Obligations: In performing its services, Wooster Corthell shall not be required to verify any information received from the client or from the client’s other designated professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify Wooster Corthell if there is ever any change in their financial situation or investment objectives for the purpose of reviewing/evaluating/revising Wooster Corthell’s previous recommendations and/or services. Disclosure Statement: A copy of Wooster Corthell’s written disclosure statement as set forth on Part 2 of Form ADV shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement. Cash Management Program Disclosure: Clients who participate in this program should understand that assets are invested in exchange traded funds. Therefore, they are not completely liquid and are subject to SEC required settlement periods. Wooster Corthell cannot assure that the cash management services will result in an after-fee yield that is higher than the purchase of the money market fund offered by the account custodian or traditional banking institution. Potential Loss of Principal - Clients invested in the cash management program are still exposed to market volatility and therefore have the potential to suffer a loss of principal. Conflict of Interest – The cash management program may not be appropriate for all clients or prospective clients. If Wooster Corthell recommends that a client or prospective client’s financial situation would benefit from participating in the cash management program, such a recommendation creates a conflict of interest due to Wooster Corthell earning an advisory fee on the assets in the program. No client or prospective client is under any obligation to participate in the cash management program managed by Wooster Corthell. - 4 - Wooster Corthell Wealth Management, Inc.  Item 5 - Fees and Compensation Investment Management Fees The annual Investment Management fee is based on a percentage of the assets under Wooster Corthell’s management. Typically, the following annualized blended fee tier schedule is used: 1.00% of assets for the first $1,000,000 under management, 0.75% of assets for the next $2,000,000 and 0.60% of assets over $3,000,000. Additional tiers for amounts over $5,000,000 are negotiable. For example, if Wooster Corthell is managing $2,000,000 for a client, the fee paid would be as follows: First $1,000,000 Next $1,000,000 Total Managed $2,000,000 at 1.00% at 0.75% Total Fee $10,000 $ 7,500 $17,500 The weighted average fee in this example is 0.875%. Current client relationships exist where the fees are lower than the fee schedule above. Cash Management Program Fees The annual Cash Management fee is based on a percentage of the assets under Wooster Corthell’s management. Typically, the following annualized blended fee tier schedule is used: 0.5% of assets for the first $500,000 under management, 0.4% of the assets for the next $500,000 under management, 0.3% of the assets for the next $500,000 under management, 0.2% of the assets for over $1,500,000 under management Additional tiers for amounts over $5,000,000 are negotiable. For example, if Wooster Corthell is managing $1,000,000 for a client, the fee paid would be as follows: $2,500 $2,000 at 0.5% at 0.4% Total Fee $4,500 First $ 500,000 Next $ 500,000 Total Managed $1,000,000 The weighted average fee in this example is 0.45%. Current client relationships exist where the fees are lower than the fee schedule above. Investment Management and Cash Management are two separate and distinct programs. Therefore, assets in the Investment Account(s) and assets in the Cash Management Account(s) will NOT be aggregated (added together) to determine tiers for fee calculation purposes. - 5 - Wooster Corthell Wealth Management, Inc.  Fee Billing Investment management fees are billed quarterly, in arrears, based upon the market value of the assets under management on the last business day of the previous quarter, meaning that we invoice the client after the three-month billing period has ended. This fee is adjusted for capital flows (i.e. contributions or withdrawals) that occur during the billing quarter. The advisory fee will be charged on all assets within the account, including cash and cash equivalents. To facilitate billing, fees are deducted from a designated client account(s). Where cash positions are limited, Wooster Corthell, at its discretion, will sell securities to cover its fees. Depending on the taxability of the account, this could result in a tax consequence. The client must consent in advance to direct debiting of management fees from their investment account(s). Pooled retirement plans are provided with the option to pay from plan assets or other sources. This provides a benefit to plan participants. A conflict of interest exists because Wooster Corthell also benefits due to billing on assets that otherwise would have left the account. Wooster Corthell considers cash to be a legitimate asset class. In addition, not billing on cash creates a conflict in that the advisor could invest cash to increase billable assets even when it might not be in the client’s best interest. Therefore, our policy has always been to bill on cash positions. In a low interest rate environment, this means that clients could pay more in management fees on their cash position than they receive in interest. Payment in full is expected upon invoice presentation. Fee Dispersion Wooster Corthell, in its discretion, may charge a lesser or higher investment advisory fee, charge a flat fee, waive applicable minimum asset or minimum fee levels, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As a result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ANY QUESTIONS: Wooster Corthell’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding advisory fees. - 6 - Wooster Corthell Wealth Management, Inc.  Other Fees Clients will incur transaction fees for trades executed by their chosen custodian. These transaction fees are separate from Wooster Corthell’s advisory fees and will be disclosed by the custodian. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees, initial or deferred sales charges, mutual fund sales loads, 12b-1 fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, and other fund expenses), mark-ups and mark downs, spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Our firm does not receive a portion of these fees. Fund Share Class Selection and Expenses Mutual Funds typically offer multiple share classes available for investment based upon certain eligibility and/or purchase requirements. For instance, in addition to the more commonly offered retail mutual fund share classes (typically, Class A, B and C shares), mutual funds may also offer institutional, or advisor share classes (the “lower cost share classes”) or other share classes that are designed for purchase in advisory accounts. These lower cost share classes usually have a lower expense ratio than other shares classes. In addition, lower cost share classes often do not charge a 12b-1 fee. Wooster Corthell will utilize the most appropriate mutual fund share classes for its portfolio allocations available to it. Regardless, clients may still be invested in funds with higher internal expenses when no lower cost share class for a fund is available at the custodian or the client is not eligible due to investment minimums or other requirements. Mutual funds and exchange traded funds charge fees, which are disclosed in the fund prospectus. One such fee is called an operating expense. For example, an operating expense of 0.10 means that the fund charges 0.1% of the account value annually. Mutual funds often charge a 12(b)-1 fee. This fee is used to cover promotion, distributions, marketing expenses and sometimes commissions to brokers. No 12(b)-1 fees are paid to Wooster Corthell. Early redemption fees apply to certain mutual funds that are not held for a minimum period. The minimum period, if any, is determined by each mutual fund provider. The Securities and Exchange Commission charges a nominal fee for securities sold on an exchange. These fees mentioned above are in addition to the fees the client pays to Wooster Corthell. - 7 - Wooster Corthell Wealth Management, Inc.  Past Due Accounts and Termination of Agreement Wooster Corthell reserves the right to stop work and terminate its agreement with the client when the fee payment is more than 30 days overdue. Item 6 - Performance-Based Fees Sharing of Capital Gains and/or Capital Appreciation Fees are not based on the capital gains or capital appreciation of managed securities. Performance-based compensation creates an incentive for the advisor to recommend investments that may carry higher degrees of risk. Therefore, Wooster Corthell does not use a performance-based fee structure due to this potential conflict of interest. Item 7 - Types of Clients Description Wooster Corthell provides personalized confidential investment management services to individuals, families, retirement plans, trusts, charitable organizations and small businesses. Types of clients will additionally include "Retirement Investors" as defined by the DOL under ERISA and PTE 2020-02. As part of our investment advisory services to you, Wooster Corthell may recommend you roll assets from your employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account (collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) our firm will manage on your behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts. ERISA / IRC Fiduciary Acknowledgment When we provide any of the foregoing rollover recommendations we are acting as fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. If you elect to roll the assets into an IRA subject to our management, Wooster Corthell will charge you an asset-based fee as set forth in the advisory agreement you executed with our firm. This creates a conflict of interest because it creates a - 8 - Wooster Corthell Wealth Management, Inc.  to the foregoing conflict of interest, when we make financial incentive for our firm to recommend the rollover to you (i.e., receipt of additional fee-based compensation). You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Due rollover recommendations, we operate under a special rule that requires us to act in your best interests and not put our interests ahead of you. Under this special rule’s provisions, we must:  meet a professional standard of care when making investment recommendations (give prudent advice).  never put our financial interests ahead of yours when making recommendations (give loyal advice).  avoid misleading statements about conflicts of interest, fees, and investments.  follow policies and procedures designed to ensure that we give advice that is in your best interests.  charge no more than a reasonable fee for our services; and  give you basic information about conflicts of interest. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of a rollover. Note that an employee will typically have four options in this situation:  leaving the funds in your employer’s (former employer’s) plan.  moving the funds to a new employer’s retirement plan.  cashing out and taking a taxable distribution from the plan; or  rolling the funds into an IRA rollover account. Each of these options has positives and negatives. Because of that, along with the importance of understanding the differences between these types of accounts, we will provide you with a written explanation of the advantages and disadvantages of both account types and the basis for our belief that the rollover transaction we recommend is in your best interests. - 9 - Wooster Corthell Wealth Management, Inc.  Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis The primary security analysis method used at Wooster Corthell is based upon Modern Portfolio Theory. The main sources of information used by Wooster Corthell include Morningstar mutual fund and exchange traded fund information, corporate websites, Charles Schwab & Company, Inc.'s research service, and the internet. Other potential sources of information include financial newspapers and magazines, trade publications, research materials prepared by others, corporate rating services, annual reports, prospectuses, filings with the Securities and Exchange Commission, and company press releases. Investment Strategies The primary investment strategy used for client accounts is strategic asset allocation. This means that portfolio allocation ratios are selected based on the client’s goals, time horizon and comfort level with market risk. Each client signs an Investment Profile that documents their Investment Style and comfort level with volatility in the market. The client is allowed to change these criteria at any time by notifying Wooster Corthell in writing. Wooster Corthell primarily uses passively managed index and exchange traded funds as core investments. Depending on the client’s circumstances, investment strategies may be developed in order to address the client’s specific needs, such as group-based rebalancing. Portfolios are diversified across asset classes and geographic boundaries to reduce risk. Risk of Loss All investment programs have certain risks that are borne by the investor. Below is a list of many, but not necessarily all, risks associated with Wooster Corthell’s investment strategy: • Interest Rate Risk: Fluctuations in interest rates cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive causing their market values to decline. • Market Risk: The price of a security, bond, mutual fund or exchange traded fund can drop in reaction to tangible and intangible events and conditions. For example, political, economic or social conditions can trigger market events. - 10 - Wooster Corthell Wealth Management, Inc.  • Inflation Risk: When any type of inflation is present, a dollar today will buy more than a dollar in the future. Purchasing power is eroded at the rate of inflation. • Currency Risk: Investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as Exchange Rate Risk. • Reinvestment Risk: This is the risk that future rates on fixed income products are lower than the rates a client is currently receiving. Therefore, reinvested proceeds would receive a lower return. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than say, an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • Financial Risk: Excessive borrowing to finance a business’ operations decreases the potential for profitability because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations can result in a declining market value and/or bankruptcy. • Systemic Risk: This is the risk of collapse of an entire financial system or market versus risk that is associated with any one individual entity or component of a market. Item 9 - Disciplinary Information Legal and Disciplinary Neither Wooster Corthell nor any of its employees have been involved in legal or disciplinary events related to past or present investment clients. Item 10 - Other Financial Industry Activities and Affiliations Financial Industry Activities Wooster Corthell is a Registered Investment Advisor with the Securities and Exchange Commission. This is Wooster Corthell’s only financial industry activity. - 11 - Wooster Corthell Wealth Management, Inc.  Affiliations Wooster Corthell does not have arrangements that are material to its advisory business or its clients with a related person who is a broker-dealer, investment company, other investment advisor, financial planning firm, commodity pool operator, commodity trading advisor, futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer, or an entity that creates or packages limited partnerships. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The employees of Wooster Corthell have committed to a Code of Ethics. Wooster Corthell will provide a copy of its Code of Ethics to any client or prospective client upon request. Participation or Interest in Client Transactions Wooster Corthell and its employees buy or sell securities that are also held by clients. Generally, client accounts are traded simultaneously with employee accounts. There are situations where client accounts are traded after employee accounts. One example would be if a client requests a withdrawal of cash requiring a security sale(s) after employee trades have been submitted. Due to differences in financial objectives or due to normal rebalancing of accounts, a buy or sell order could be issued for a client account while an opposite order for the same security is issued for an employee account. Personal Trading Wooster Corthell recognizes that the personal investment transactions of employees of our firm demand the application of a high Code of Ethics and require that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, we believe that if investment goals are similar for clients and employees of our firm, it is logical and even desirable that there be common ownership of some securities. Therefore, in order to prevent conflicts of interest, we have in place a set of procedures (including a pre-clearing procedure for certain transaction types) with respect to transactions effected by the employees for their personal accounts. - 12 - Wooster Corthell Wealth Management, Inc.  In order to monitor compliance with our personal trading policy, Wooster Corthell has a quarterly securities transaction reporting system for all our employees. Item 12 - Brokerage Practices and Recommendation of Custodian The Custodian and brokers we use Wooster Corthell does not maintain custody of your asset that we manage, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (See Item 15 – Custody, below) Your assets must be maintained in an account at a “qualified custodian,” generally a broker- dealer or bank. We recommend that our clients use Charles Schwab & Co., Inc. (Schwab), a FINRA-registered broker-dealer, member SIPC, as the qualified custodian. Wooster Corthell is independently owned and operated and not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when Wooster Corthell or you instruct them to. While we recommend that you use Schwab as custodian/broker, you will decide whether to do so and open your account with Schwab by entering into an account agreement directly with them.. Conflicts of interest associated with this arrangement are described below as well as in Item 14 (Client Referrals and Other Compensation). You should consider these conflicts of interest when selecting your custodian. We do not open the account for you, although we may assist you in doing so. Not all advisors require their clients to use a particular broker-dealer or custodian How we select brokers/custodians We seek to recommend a custodian / broker who will hold your assets and execute transactions. When considering whether the terms that Schwab provides are, overall, most advantageous to you when compared with other available providers and their services, we consider a wide range of factors, including: • combination of transaction execution services combined with asset custody services (generally without a separate fee for custody) • capability to execute, clear and settle trades (buy and sell securities for your account) • capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, etc.) • breadth of investment products made available (stocks, bonds, mutual funds, exchange traded funds (ETFs) • availability of investment research and tools that assist us in making investment decisions - 13 - Wooster Corthell Wealth Management, Inc.  • quality of services • competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them • reputation, financial strength, and stability of the provider • their prior service to us and our clients • availability of other products and services that benefit us, as discussed below (see “Products and Services Available to us from Schwab”) Clients may direct their brokerage to broker-dealers other than Schwab. Wooster Corthell makes no attempt to negotiate commissions or fees for clients who direct their brokerage to particular entities. Therefore, Wooster Corthell cannot guarantee best execution on their behalf. In addition, clients who direct brokerage will not be able to participate in trade aggregation. Clients who direct brokerage may therefore pay disparate commissions, greater spreads, or other transaction costs, or receive less favorable net prices on transactions for the account than would otherwise be the case. Your brokerage and trading costs For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. Certain trades (for example, many mutual funds, and U.S. exchange listed equities and ETFs) may not incur Schwab commissions or transactions fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab’s Cash Features Program We are not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. We have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (See “How we select brokers/custodians”). By using another broker or dealer you may pay lower transaction costs. Products and Services Available to Us from Schwab Schwab Advisor Services is Schwab’s business serving independent investment advisory firms like Wooster Corthell. They provide us and our clients with access to its institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to Schwab retail customers. However, - 14 - Wooster Corthell Wealth Management, Inc.  certain retail investors may be able to get institutional brokerage services from Schwab without going through our firm. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts while others help us manage and grow our business. Schwab’s support services are generally available to us at no charge. Here is a more detailed description of Schwab’s support services: Services that Benefit You: Schwab’s 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 Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that Do Not Directly Benefit You: Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our client accounts. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Schwab, if any. In addition to investment research, Schwab also makes available software and other technology that: • provide access to client account data (such as duplicate trade confirmations and account statements • facilitate trade execution and allocate aggregated trade orders for multiple client accounts • provide pricing and other market data • facilitate payment of our fees from our clients’ accounts • assist with back-office functions, recordkeeping and client reporting Services that Generally Benefit Only Us: Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • educational conferences and events • technology, compliance, legal and business consulting • 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 us. Schwab discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab - 15 - Wooster Corthell Wealth Management, Inc.  also provides us with other benefits such as occasional business entertainment of our personnel. If you did not maintain your account with Schwab, we would be required to pay for these services from our own resources. These services are available to independent investment advisers on an unsolicited basis at no charge to them. Services provided by Schwab are not contingent upon Wooster Corthell committing to Schwab any specific amount of trading activity or purchasing of Schwab products. Wooster Corthell is independently owned and operated and not affiliated with Schwab. Our interest in Schwab’s Services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We do not have to pay for Schwab’s services. The fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. We believe, however, taken in the aggregate, our recommendation of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “How we select brokers/custodians”) and not Schwab’s services that benefit only us. Order Aggregation Wooster Corthell conducts block trades when rebalancing client accounts or when buying or selling a particular position across all or most client accounts. The number of shares allocated to each account is determined prior to the order being executed. Partial fills are allocated on a pro-rata basis. Due to the need to evaluate potential tax consequences inside taxable accounts, these accounts are often reviewed on an individual basis and not always included in the block trade. If necessary, portfolios are rebalanced on an individual basis where there is activity particular to that account. Individual trading will often result in clients paying or receiving different share prices for the same security. In addition, clients with the same investment style will have different positions and/or allocations at any given time. This could be due to the size of account, differing tax situations, timing of trades or requests for cash, for example. - 16 - Wooster Corthell Wealth Management, Inc.  Trade Error Correction If Wooster Corthell makes an error in submitting a trade order, the trade is corrected with the broker-dealer that has custody of the account. If an investment gain results from the correcting trade, the gain will remain in the client account(s) unless 1) the same error involved other client account(s) that should have received the gain, 2) it is not permissible for the client to retain the gain, or 3) Wooster Corthell confers with the client who decides to forego the gain (e.g., due to tax reasons). If the gain does not remain in the client’s account and Schwab is the custodian, Schwab will donate the amount of any gain $100 and over to charity. Gains under $100 that are not retained in the client’s account are maintained by Schwab to minimize and offset its administrative time and expense. If a trade error results in a loss greater than $100, Wooster Corthell will pay for the loss except where its errors and omissions insurance applies. For losses under $100, Schwab may choose to cover the loss. If related trade errors result in both gains and losses in the client's account, they will be netted. The client will be made whole for any trade error. Item 13 - Review of Accounts Periodic Reviews Account reviews are performed at least quarterly to determine whether client accounts are in line with their investment objectives and appropriately positioned based on market conditions. Account reviews can be performed more frequently depending on the needs of the client or when market conditions dictate. Review Triggers Other conditions that may trigger a review include: • Request by the client • Changes to the client’s personal situation • Substantial assets are added to the account • Substantial assets are withdrawn from the account • Market events - 17 - Wooster Corthell Wealth Management, Inc.  Regular Reports Clients receive a quarterly report from Wooster Corthell outlining the currently held investments and their value. Where clients have more than one account, the reports sent by Wooster Corthell will show the aggregate holdings of all accounts. In addition, the client receives a confirmation for each transaction and a statement at least quarterly from the custodian. Reports received from Wooster Corthell are separate and distinct from the statements you are required to receive from Schwab no less frequently than quarterly. You may also establish electronic access to Schwab’s website so that you may view these reports and your account activity. Client statements from Schwab will include all positions, transactions and fees relating to your account(s). Please note the account statement provided by the custodian is the only official record of your account(s). Item 14 - Client Referrals and Other Compensation Referrals to Wooster Corthell Wooster Corthell has been fortunate to receive many client referrals over the years. The referrals have come from current clients, estate planning attorneys, accountants, employees, personal friends of employees and other similar sources. The firm does not compensate referring parties for these referrals. Referrals to Others Wooster Corthell does not accept referral fees or any form of remuneration from other professionals when a prospect or client is referred to them. Other Compensation We receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors that have their clients maintain accounts at Schwab. You do not pay more for assets maintained at Schwab as a result of this arrangement. We benefit from the products and services provided because the cost of these services would otherwise be borne directly by us. This presents a conflict of interest as it creates an incentive for the firm to recommend clients hold their accounts at this custodian. You should consider these conflicts of interest when selecting a custodian. These products and services, how they benefit us, and the related conflicts of interest are described above (see “Item 12 – Brokerage Practices”). The availability to us of Schwab’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. - 18 - Wooster Corthell Wealth Management, Inc.  Item 15 - Custody Deducting Advisory Fees from Your Account Under securities regulations, we are deemed to have custody of your assets if, for example, you authorize us to instruct Schwab to deduct our advisory fees directly from your account or if you grant us authority to move your money to another person’s account. Your custodian maintains actual custody of your assets. Authorization to trade in client accounts (discretion) is not deemed custody. Third Party Custody Wooster Corthell is also deemed to have custody of your assets if you provide a standing letter of authorization (“SLOA”) to the custodian to allow us to disperse funds or securities from the client’s account to a third party. As such, our firm has adopted the following safeguards in conjunction with the account custodian: • You provide instructions to the custodian in writing that includes your signature, the third party’s name and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. • You authorize Wooster Corthell in writing either on the qualified custodian’s form or separately, to direct transfers to a third party either on a specified schedule or from time to time. • The custodian performs appropriate verification of your instructions, such as a signature review or other method to verify your authorization and provides a transfer of funds notice to you promptly after each transfer. • You retain the ability to terminate or change your instructions to Schwab. • Wooster Corthell or its representatives has no authority or ability to designate or change the identity of the third party, their address or any information about the third party contained in your instructions. • Wooster Corthell maintains records showing that the third party is not a related party of our firm, nor are they located at our address. • The custodian sends you a written notice initially confirming the instructions and an annual notice to reconfirm the instructions. SEC rules permit Wooster Corthell to forego the independent auditor surprise examination required by rule 206(4)-2 (“Custody Rule”) under the Advisers Act if the seven conditions outlined above for third party standing letters of authorization are met. If Wooster Corthell determines these conditions are not met, it will - 19 - Wooster Corthell Wealth Management, Inc.  undergo a surprise examination by an independent auditor for those accounts that utilize third party standing letters of authorization. Wooster Corthell’s established procedures require that all client funds and securities must be held at a qualified custodian in a separate account for each client under that client’s name. You or your representative will execute an agreement that establishes each account; therefore, you will know the qualified custodian’s name and address as well as the way your funds or securities are maintained. Account Statements The qualified custodian will deliver your account statements directly to you or your representative at least quarterly. The account statements will be sent to the email or postal mailing address you provided to the custodian. You should carefully review those statements promptly when you receive them and compare them to any communication or report you receive from the Wooster Corthell. If our firm decides to also send account statements to clients, such notices and account statements will include a legend that recommends that the client compare the account statements received from the qualified custodian with those received from Wooster Corthell. If you ever have questions about your statements, please feel free to contact Wooster Corthell, your representative or the qualified custodian. Please note that the account statement provided by your custodian is the only official record of your account. Item 16 – Investment Discretion Discretionary Authority for Trading Wooster Corthell accepts discretionary authority to manage securities accounts on behalf of clients. This means that Wooster Corthell has the authority to determine, without obtaining specific client consent, the securities to be bought or sold and the amount of the securities to be bought or sold. Discretionary trading authority facilitates placing trades in client accounts on their behalf so that we can promptly implement the investment strategy. Clients may transfer securities into an account managed by Wooster Corthell that are not on Wooster Corthell’s Buy List (non-model securities). After careful review of the investment merits of the non-model securities, Wooster Corthell will make a recommendation to hold all, some or none of them. Wooster Corthell decides on a case-by-case basis whether to include non-model securities for purposes of determining its management fee. The criteria include the size of the client relationship and how the non-model security affects account and portfolio allocations. - 20 - Wooster Corthell Wealth Management, Inc.  If Wooster Corthell purchases non-model securities at the direction of the client, the client assumes ongoing responsibility for monitoring and the disposition of non- model securities. Wooster Corthell does not assume responsibility for the performance of non-model securities. Limited Power of Attorney The client signs a limited power of attorney allowing Wooster Corthell to execute trades on their behalf and to debit management fees directly from their accounts. Item 17 - Voting Client Securities Proxy Votes As a matter of firm policy and practice, Wooster Corthell does not have the authority to vote proxies and does not vote proxies on behalf of its investment advisory clients. Client accounts will be set up for clients to directly receive proxy solicitation materials. Clients retain the responsibility for voting proxies for any and all securities maintained in client portfolios. Any proxy solicitation materials that apply to client accounts that are received by Wooster Corthell will be immediately forwarded to clients. You may request a copy of Wooster Corthell’s proxy voting policies and procedures at any time. Item 18 - Financial Information Financial Condition Wooster Corthell does not have any financial impairment that would preclude the firm from meeting contractual commitments to clients. A balance sheet is not required to be provided because Wooster Corthell does not serve as a custodian for client funds or securities, nor does it require prepayment of fees of more than $1,200 per client six months or more in advance. Important Information Information Security Wooster Corthell is required to take appropriate steps to protect critical data from computer viruses or malware. We will therefore, at our discretion, delete without opening e-mails and/or attachments that appear to be non-business related, such as electronic greeting cards, advertisements, jokes, chain letters and/or other forms of spam. - 21 - Wooster Corthell Wealth Management, Inc.  Trade Requests Trade requests should not be sent via email, text, fax, instant messaging, voicemail or other electronic means, as the order may not be received or executed in a timely manner. Concurrent Trades Due to differences in financial objectives, normal rebalancing or a specific client request, a buy or sell order may be issued for one client account while an opposite order for the same security is issued for a different client account. Written Correspondence All written correspondence between the client and Wooster Corthell, whether in hardcopy or electronic form, is subject to review by state and federal authorities as well as Wooster Corthell’s Chief Compliance Officer and/or the Chief Compliance Officer’s designee. Privacy Notice Wooster Corthell is committed to maintaining the confidentiality, integrity and security of the personal information that is entrusted to us. A copy of our Privacy Notice is available upon request. Wash Sales A wash sale happens if securities are sold at a loss and a buy of substantially identical replacement shares occurs within 30 days before or after the sale. The wash sale period for any sale at a loss consists of 61 days: the day of the sale, the 30 days before the sale and the 30 days after the sale. A wash sale postpones tax losses on a sale if replacement shares (including reinvested dividends or capital gains) are bought during the 61-day period. While Wooster Corthell makes efforts to avoid wash sales, the investment merits of a decision take precedence over potential tax consequences. Therefore, realized losses in taxable accounts may or may not be tax deductible for the year incurred. Full Brochure Available Whenever you would like to receive a complete copy of our Firm Brochure without charge, please contact us at 860.430.9766. - 22 - Wooster Corthell Wealth Management, Inc.