SecProbe.io

CORRESP
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August 24, 2023

Anu Dubey

Senior Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

RE:	Cutler Trust File Nos. 33-52850 and 811-07242

Dear Ms. Dubey:

On August 11, 2023, the Cutler Trust (the "Registrant")
filed a Preliminary Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the "Proxy"). On August
18, 2023, you provided oral comments on the Proxy to Cassandra Borchers. Please find below a summary of your comments as and the Registrant's
responses, which the Registrant has authorized Thompson Hine LLP to make on its behalf. Unless otherwise noted, capitalized terms used
herein shall have the same meaning prescribed to them in the Proxy. A copy of the current version of the Proxy marked against the Preliminary
Proxy submitted on EDGAR is attached to aid in your review.

Comment 1.	General

Please confirm to staff that in future filings you will mark as
preliminary your preliminary proxy statement and form of proxy. Please see Section 14a-6(e)(1).

Registrant’s
Response: The Registrant confirms that in future filings preliminary proxy statements and forms of proxy will be marked
as “Preliminary”.

Comment 2.

On page 3 in the second line, please complete the
sentence by adding the date of the meeting October 10, 2023.

Registrant’s
Response:

The requested addition has been made.

Cassandra.Borchers@ThompsonHine.com Fax: 513.241.4771 Phone: 513.352.6632                                                  4888-6400-3706.2

Page 2

August 24, 2023

Comment 3.

On page 7 in the Q&A section, please explain in
your response letter why the Board concluded it is appropriate for the Fund to pay 50% of proxy solicitation costs, given 2 of the proposals
relate to complying with SEC Exam findings.

REGISTRANT’S RESPONSE:

The Board concluded it was appropriate for the Fund
to pay 50% of all costs associated with the proxy statement because approximately half of the proposals would benefit the shareholders
directly and/or are required by the Investment Company Act of 1940, as amended (the “1940 Act”). The Board considered all
amendments to the governing documents will improve the efficiency of the Fund, modernize governing provisions (including the addition
of a Chief Compliance Officer and provisions related to appropriate means of electronic communication), and allow the Fund to potentially
generate additional income for the Fund through securities lending. Shareholder approval of Fund Trustees is required under the 1940 Act.

Comment 4.

On page 8, 2nd paragraph in the last question,
please review with respect to Mr. Cooney, as the proxy states he has retired.

REGISTRANT’S RESPONSE:

The correction has been made, as Mr. Cooney is not
a current trustee.

Comment 5.

On page 13 under “Background”, please
delete the last sentence in the first paragraph as it not accurate.

REGISTRANT’S RESPONSE.

The requested revision has been made and the following
sentence has been deleted:

“The Advisory Agreement is attached to this
Proxy Statement as Appendix B.”

Comment 6.

On page 13, where you reflect on April of 2021, please
disclose what “business” refers to.

REGISTRANT’S RESPONSE.

The Registrant has added the requested disclosure,
to clarify that “business” refers to the Adviser’s investment advisory business.

Page 3

August 24, 2023

Comment 7.

At the bottom of page 13, we could not find footnote
2. Please correct and add the information for footnote 2.

REGISTRANT’S RESPONSE.

The information in the footnotes has been added.

Comment 8.

On page 14, could not find footnote 3. Please correct
and add the information for footnote 3.

REGISTRANT’S RESPONSE.

The information in footnotes has been added.

Comment 9.

On page 18, in the discussion of advisory fees, please
disclose somewhere on the page the total amount that is being ratified.

REGISTRANT’S RESPONSE.

The requested information has been added.

Comment 10.

On page 18, please disclose what will happen to advisory
fees if proposal no. 2 is not approved.

REGISTRANT’S RESPONSE.

The Registrant has added the following in response
to your comment:

“In the event that this Proposal 2 is not approved,
a new proxy solicitation may be sent to shareholders to ratify the aforementioned accrued and paid advisory fees earned by Cutler Investment
Counsel, LLC. The Board noted that the cost of services provided exceeds the amount of advisory fees paid and, therefore, the Adviser
would be compensated for the lesser of those amounts irrespective of shareholder approval.”

Page 4

August 24, 2023

Comment 11.

On page 20, in the chart, please disclose definition
of “majority shareholder vote” in the Trust Instrument.

REGISTRANT’S RESPONSE.

Requested disclosure has been added above the chart
in Proposal 4.

Comment 12.

On page 21 in (d), please disclose in both columns
to reflect the fact that shareholder approval would be needed to add a sub-adviser unless the Trust has obtained exemptive relief.

REGISTRANT’S RESPONSE.

The Registrant has revised the Declaration of Trust
and the Summary current page 23 of the Proxy Statement to reflect the following:

An investment adviser, with Trustee approval, may
employ a sub-adviser. Adding a sub-adviser would require shareholder approval, unless the Trust has received and complied with exemptive
relief from the SEC to do so without shareholder approval.

Comment 13.

On page 23, please review Item 9 of Schedule 14A,
because directors are being elected. Please also include disclosure required by Item 9 regarding accountants.

REGISTRANT’S RESPONSE.

The requested disclosure has been added to the Proxy
Statement.

Comment 14.

With respect to discussion on page 25, please refer
to Item 5A. In as much as the Patten brothers and Ms. Ashland own and/or control the adviser and are officers/directors of the Fund, disclose
any substantial interest of any officer or director in any matters to be acted upon in the proxy, other than election to office. Item
5A disclosure seems appropriate for proposals 1 and 2 because they have a direct interest in the outcome.

REGISTRANT’S RESPONSE.

The following disclosure has been added:

Page 5

August 24, 2023

“By virtue of the position any such person has
held as a Trustee or executive officer or the Trust since the beginning of the last fiscal year, or as a Nominee for election as a Trustee
of the Trust, each such person has an interest in the continuation of the Trust, including approvals of Proposals 1 and 2 with respect
to approving a new advisory agreement with the Adviser and ratifying prior fees for services rendered. Matthew Patten, Erich Patten and
Brooke Ashland have a direct interest in approvals of Proposals 1 and 2 because they own equity interest in and/or serve as an executive
officer of the Adviser.

Matthew Patten and Erich Patten, together own nearly
all equity interests of the Adviser. Therefore, they have a direct and substantial interest in the outcome of Proposals 1 and 2, which
relate to the approval of a New Advisory Agreement and ratification of prior advisory fees.”

Comment 15.

On page 18, please disclose that each of the Pattens
and Ms. Ashland will mirror vote any shares owned by them with respect to proposals 1 and 2.

REGISTRANT’S RESPONSE.

The requested revisions have been made on current
page 32:

In connection with Proposals 3, 4, 5, 6, 7, and 8,
those shares of the Fund held by Cutler or its affiliates will be voted in favor of the Proposals. With respect to Proposals 1 and 2,
those shares of the Fund held by Cutler and its affiliates will be voted to “mirror” the results from other shareholders,
in accordance with their fiduciary obligations, to mitigate any conflicts of interest and due to the direct benefit to be received by
Cutler and its affiliates upon approval of Proposals 1 and 2.

Comment 16.

On page 30, we note that a quorum is required for
the shareholder meeting. Where the proxy statement discusses a plurality vote, please disclose that under a plurality vote, a candidate
that receives the highest number of votes will be elected even if he/she receives approval from less than a majority of the votes cast.

REGISTRANT’S RESPONSE.

The requested revision has been made.

Comment 17.

On page 30, with respect to adjournment of the meeting,
instead of this disclosure, please add a proposal to adjourn the meeting to proxy statement and proxy and disclose the vote required for
adjournment. Pursuant to Rule 14(4)(c), separate proposal is required if the meeting can be adjourned by the policyholders.

Page 6

August 24, 2023

REGISTRANT’S RESPONSE.

Registrant has added a proposal, as requested, and
included the following:

PROPOSAL 8. To approve an adjournment to solicit additional
proxies if there is a quorum but insufficient proxies to approve the foregoing Proposals 1-7 to adjourn the meeting.

Background and Rational

Because shareholders may take longer than expected
to submit votes, the Fund could find that at the date of the Meeting, a quorum is present, yet there are not sufficient votes to approve
all of Proposals 1-7. In this scenario, the Board believes it would be prudent to adjourn the Meeting for up to 15 days to allow more
time to solicit votes to more fully reflect the collective will of the shareholders. At an adjourned Meeting, the Fund will transact the
business which would have been transacted at the original Meeting date.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" APPROVING AN ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES IF THERE IS A QUORUM BUT INSUFFICIENT
PROXIES TO APPROVE THE FOREGOING PROPOSALS 1-7.

+++++++++++++

The following disclosure was also updated:

Adjournment for Lack of Quorum

If a quorum of shareholders of the Trust is not present
at the Meeting, the persons named as proxies may, but are under no obligation to, by a majority of the shares present and entitled to
vote, approve one or more adjournments of the Meeting for a period or periods not more than ninety (90) days in the aggregate to permit
further solicitation of proxies. Any business that might have been transacted at the Meeting may be transacted at any such adjourned session(s)
at which a quorum is present. The persons named as proxies will vote all proxies in favor of adjournment if there is not a quorum.

Comment 18.

Under the discussion of control, it reflects “Cutler
and its affiliates own” (shares of the Fund), that they state “will vote in favor” of all proposals.

Please explain to the Staff how Cutler can vote in
favor, rather than mirror voting consistent with fiduciary duties to Fund.

Page 7

August 24, 2023

REGISTRANT’S RESPONSE.

Registrant has revised the disclosure to reflect the
fact that Cutler and its affiliates will employ mirror voting.

Comment 19.

On page 76 of the proxy statement, Section 4.01 of
the Bylaws, please revise to clarify that special meeting of Shareholders can be held in person.

REGISTRANT’S RESPONSE.

Revisions have been made to the Bylaws to clarify
that special meetings of shareholders can (and will typically) be held in person. The Bylaws will be filed with the definitive proxy statement.

Please contact Cassandra Borchers if you have any
further comments or questions at 513-352-6632.

    Sincerely,

    /s/ Thompson Hine LLP

    Thompson Hine LLP

 cc: Matt Patten, Chairman and Trustee

Erich Patten, President

Robert F. Turner, Lead Independent Trustee

Brooke Ashland, Chief Compliance Officer

THE

CUTLER

Proxy Statement

August __, 2023

Important Voting Information Inside

The Cutler Trust

Cutler Equity Fund

Please vote immediately!

You can vote through the internet, by telephone
or by mail. Details on voting can be found on the accompanying proxy card.

    1

THE CUTLER
Trust

Cutler Equity Fund

August __, 2023

Dear Shareholder:

The attached documents are notification
of the upcoming Special Meeting of Shareholders of the Cutler Equity Fund (the “Fund”), a series of The Cutler Trust (the
“Trust”), to be held on October 10, 2023 at 10:00 a.m., Eastern time at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246
(the “Meeting”). You have received this letter and Proxy Statement because you were a shareholder of record of the Fund at
the close of business on August 16, 2023 (the “Record Date”). The Meeting is being called to consider and vote on the following
proposals:

PROPOSAL 1.	To
approve a new investment advisory agreement between the Trust and Cutler Investment Counsel, LLC, the Fund’s current investment
adviser, and ratify the Board’s prior renewals of the current Advisory Agreement;

PROPOSAL 2.	To
ratify payment of certain accrued and paid advisory fees to Cutler Investment Counsel, LLC;

PROPOSAL 3.	To
approve a revision to the fundamental policy on lending that would allow the Fund to engage in securities lending;

PROPOSAL 4. 	To
approve a change to the Instrument of Trust and Restate as an Agreement and Declaration of Trust (the “Declaration of Trust”),
that would eliminate shareholder voting rights with respect to dissolution of the Trust;

PROPOSAL 5.	To
approve all other changes to amend and restate the Trust’s Declaration of Trust;

PROPOSAL 6.	To
approve the Amended and Restated Bylaws of the Trust;

PROPOSAL 7.	To
elect four individuals to serve on the Board of Trustees of the Trust; and

Proposal
8.	To
approve an adjournment to solicit additional proxies if there is a quorum, but insufficient proxies to approve the foregoing Proposals
1-7; and

PROPOSAL 89.	To
transact any other business, not currently contemplated, that may properly come before the Meeting or any adjournment thereof in the discretion
of the proxies or their substitutes.

Formal notice of the Meeting appears
after this letter, followed by the Proxy Statement, which describes the proposals in more detail. Under the Trust’s Declaration
of Trust, the Fund must obtain shareholder approval with respect to the above-referenced proposals.

    1

Please review the Proxy Statement
and vote your shares at your earliest convenience. Voting is quick and easy. You may submit your vote through the internet, by
telephone or by completing and returning the proxy card in the envelope provided. Follow the instructions provided on the accompanying
proxy card. Your vote is important regardless of the number of shares of the Fund you own. Whichever voting method you choose,
please read the enclosed Proxy Statement carefully before you vote.

The Board of Trustees (the
“Board”) of the Trust, including the majority of the Independent Trustees, on behalf of the Fund has approved the proposals
and unanimously recommends that you vote “FOR” each of the proposals described in the Proxy Statement.

If you have any questions regarding the proposals
or need assistance in completing the accompanying proxy card, please contact Shareholder Services, toll-free at 1-888-CUTLER4 (1-888-288-5374).
You may also contact the Fund’s adviser, Cutler Investment Counsel, LLC, at 1-541-770-9000 with questions regarding the enclosed
Proxy Statement. Thank you for taking the time to consider these important proposals and for your continuing investment in the Fund.

Sincerely,

Erich M. Patten

President

    2

The Cutler
Trust

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Cutler Equity Fund

important
Notice regarding the availability of proxy materials for the special shareholder meeting to be held at 10:00 a.m., Eastern Time, on [],
2023.

the proxy
statement is available at HTTP://WWW.OKAPIVOTE.COM/CUTLER or by calling the fund at 1-888-cutler4 (1-888-288-5374).

To the Shareholders of the Cutler Equity Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of the
Shareholders (the “Meeting”) of the Cutler Equity Fund (the “Fund”), a series of The Cutler Trust (the “Trust”),
will be held on October 10, 2023 at 10:00 a.m. Eastern time at the offices of Ultimus Fund Solut