GOODWIN INVESTMENT ADVISORY, LLC

Item 1 – Cover Page Firm Brochure (Part 2A of Form ADV) Goodwin Investment Advisory, LLC 238 River Park N Dr. Woodstock, GA 30188 (678) 741-2370 www.goodwininvestment.com teamgia@goodwininvestment.com March 31, 2025 This brochure provides information about the qualifications and business practices of Goodwin Investment Advisory, LLC. If you have any questions about the contents of this brochure, please contact us at: (678) 741-2370, or by email at: teamgia@goodwininvestment.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Goodwin Investment Advisory, LLC is available on the SEC’s website at www.adviserinfo.sec.gov 1 Goodwin Investment Advisory, LLC  Item 2 - Material Changes Annual Update This section of the Brochure will address only those “material changes” that have been incorporated since our last delivery or posting of this document on the SEC’s public disclosure website (IAPD) www.adviserinfo.sec.gov. Material Changes since the Last Annual Amendment dated March 25, 2024: • • • Item 5: Updated blended tiered fee structure. Item 5: Minimum fee has been updated from $1,000 to $1,875 per quarter. Item 7: Dynamic Financial Planning has been updated to be offered to individuals with at least $500,000 in assets under management. Item 7: The minimum household account has been updated to $500,000. • Full Brochure Available Whenever you would like to receive a complete copy of our Firm Brochure, please contact us by telephone at: (678) 741-2370 or by email at: teamgia@goodwininvestment.com 2 Goodwin Investment Advisory, LLC  Item 3 - Table of Contents Item 1 – Cover Page 1 Item 2 - Material Changes 2 Annual Update 2 Material Changes since the Last Annual Amendment dated March 25, 2024: 2 Full Brochure Available 2 Item 3 - Table of Contents 3 Item 4 - Advisory Business 5 Investment Management 5 Disclosure Regarding Rollover Recommendations 5 Retirement Plan Advisory Services 6 Dynamic Financial Planning 7 Participant Account Management (Discretionary) 8 Financial Consulting 8 Wrap Fee Program 8 Assets 8 Item 5 - Fees and Compensation 8 Investment Management 8 Additional Fees and Expenses 9 Non-Transaction Fee (NTF) Mutual Funds 9 Assets Held Away 10 Retirement Plan Advisory Services 10 Financial Consulting 10 Dynamic Financial Planning 11 Item 6 - Performance-Based Fees and Side-by-Side Management 11 Item 7 - Types of Clients 11 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss 11 Methods of Analysis 11 Investment Strategies 12 Risk of Loss 14 Item 9 - Disciplinary Information 17 Item 10 - Other Financial Industry Activities and Affiliations 18 3 Goodwin Investment Advisory, LLC  Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 18 Item 12 - Brokerage Practices 18 Aggregation and Allocation of Transactions 19 Brokerage for Client Referrals 20 Trade Errors 20 Directed Brokerage 20 Item 13 - Review of Accounts 20 Item 14 - Client Referrals and Other Compensation 21 Compensation for Client Lead Generation 21 Compensation to Team Members 21 Item 15 - Custody 21 Standing Letters of Authorization 21 Item 16 - Investment Discretion 22 Item 17 - Voting Client Securities 22 Item 18 - Financial Information 22 Business Continuity Plan 23 4 Goodwin Investment Advisory, LLC  Item 4 - Advisory Business Goodwin Investment Advisory, LLC, (“GIA”) was founded in 2004. Tim Goodwin is the managing member and majority owner. GIA provides personalized, investment management and advisory services as described below: Investment Management GIA will generally manage client brokerage assets using Fidelity Brokerage Services, LLC as the custodian. At the client’s request, and under certain circumstances, GIA can manage or advise on assets held away from Fidelity Investments such as 401(k) retirement plans, Health Savings Accounts, and 529 College Savings plans. The client gives GIA limited power of attorney to buy and sell securities within the client’s account(s). The investment adviser representative will evaluate the client’s risk tolerance, time horizon, financial needs, and financial resources when recommending investment portfolios. We generally invest Clients’ cash balances in money market funds, FDIC Insured Certificates of Deposit and treasuries. In most cases, at least a partial cash balance will be maintained in a money market account so that our firm may debit advisory fees for our services related to this service. The client may impose restrictions and guidelines on investing in certain securities or types of securities. These restrictions and guidelines may cause the performance of the portfolio to significantly differ from other portfolios with the same investment objective and risk tolerance. We have limited authority to direct the Custodian to deduct our investment advisory fees from accounts, but only with the appropriate written authorization from clients. You are advised and are expected to understand that our past performance is not a guarantee of future results. Certain market and economic risks exist that adversely affect an account’s performance. This could result in capital losses in your account. Disclosure Regarding Rollover Recommendations A client or prospect leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) rollover to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). Our Firm may recommend an investor roll over plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its representatives may earn an asset-based fee. In contrast, a recommendation that a client or prospective client leave their plan assets with their previous employer or roll over the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Our Firm therefore has an economic incentive to encourage a client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are various factors 5 Goodwin Investment Advisory, LLC  that our Firm will consider before recommending a rollover, including but not limited to: (i) the investment options available in the plan versus the investment options available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an IRA, (iii) the services of the plan’s investment professionals versus those of our Firm, (iv) protection of assets from creditors and legal judgments, (v) required minimum distributions and age considerations, and (vi) employer stock tax consequences, if any. All rollover recommendations are reviewed by our Firm’s Chief Compliance Officer and remain available to address any questions that a client or prospective client has regarding the oversight. We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. GIA outsources some of its trading responsibilities to 55ip. 55ip will act as a Separate Account Manager for this activity. 55ip is only authorized to trade client accounts for the purpose of managing the account to the model portfolios that GIA assigns to the account. GIA is still responsible for the selection of model portfolios, whether designed in house, in collaboration with Fidelity Institutional Wealth Advisors, or designed by other intuitional partners. The client will be required to sign a Separately Managed Account agreement to authorize 55ip to trade in their account. Retirement Plan Advisory Services GIA provides non-discretionary investment advice, as described in Section 3(21) of the Employee Retirement Income Security Act of 1974 (“ERISA”), to retirement plan clients in a co-fiduciary role regarding the selection of a broad range of investment options consistent with ERISA section 404(c) and the regulations thereunder. However, the Client shall have the final decision-making authority regarding the initial selection, retention, removal, and addition of investment options available to Plan participants. GIA also provides discretionary investment management, as a Plan Fiduciary defined by Section 3(38) of ERISA, regarding the selection, retention, removal, and addition of investment alternatives available to Plan participants. Where, GIA will be solely responsible for investment decisions, relieving the plan sponsor of liability related to investment selection. Rollover Recommendation Disclosure Our Firm is considered a fiduciary under the Investment Advisers Act of 1940. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and the Internal Revenue Code, as applicable, which are laws governing retirement accounts. 6 Goodwin Investment Advisory, LLC  We must act in your best interest and not put our interests ahead of yours. At the same time, how we make money conflicts with Client interests. A Client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): ● ● leave the money in the former employer’s plan, if permitted, roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, rollover to an Individual Retirement Account (“IRA”), or ● ● cash out the account value (which depending upon the Client’s age, could result in adverse tax consequences).  Our Firm may recommend a Client rollover plan assets to an IRA for which our Firm provides investment advisory services.  As a result, our Firm and its advisors may earn an asset-based fee on the rolled assets. In contrast, a recommendation that a Client leave their plan assets with their previous employer or rollover the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Therefore, our Firm has an economic incentive to encourage a Client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are various factors that our Firm will consider before recommending a rollover, including but not limited to: ● ● ● the investment options available in the plan versus the investment options available in an IRA, fees and expenses in the plan versus the fees and expenses in an IRA, the services and responsiveness of the plan’s investment professionals versus those of our Firm, required minimum distributions and age considerations, and ● protection of assets from creditors and legal judgments, ● ● employer stock tax consequences, if any. The Chief Compliance Officer remains available to address client questions regarding the supervision and oversight of rollover and transfer assets. Dynamic Financial Planning Dynamic Financial Planning is an ancillary service that is available upon request. This planning includes an evaluation of the client’s current and future financial state by using currently known variables to predict future cash flows, asset values, and withdrawal plans. These metrics are used along with estimates of asset growth to determine if a client’s financial goals can be met in the future, or what steps need to be taken to ensure that they are. The elements of a Dynamic Financial Plan generally include some or all of the following: ● Financial goals: A financial plan is based on an individual's or a family's clearly defined financial goals, including funding a college education for the children, buying a larger home, starting a business, retiring on time or leaving a legacy. ● Personal net worth statement: A snapshot of assets and liabilities serves as a benchmark for measuring progress towards financial goals. ● Cash flow analysis: An income and spending plan determines how much can be set aside for debt repayment, savings and investing each month. 7 Goodwin Investment Advisory, LLC  ● Retirement strategy: The plan may include a strategy for achieving retirement independent of other financial priorities. The plan may include a strategy for accumulating the required retirement capital and its planned lifetime distribution. ● Long-term investment plan: Include an asset allocation strategy based on specific investment objectives and a risk profile. ● Tax planning: Identify potential ways to minimize taxes on personal income to the extent permissible by the tax code. The strategy may include identification of tax-favored investment vehicles that can reduce taxation of investment income. Once financial planning advice is given, the client may choose to have GIA implement the client’s financial plan and manage the investment portfolio on an ongoing basis. However, the Client is under no obligation to act upon any of the recommendations made by GIA under a financial planning engagement and/or engage the services of any recommended professional. Participant Account Management (Discretionary) We use a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, the Adviser will review the current account allocations. When deemed necessary, the Adviser will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. Client account(s) will be reviewed regularly and allocation changes will be made as deemed necessary. Financial Consulting GIA provides financial consulting which generally includes verbal advice that addresses one or more areas of a client's financial situation, such as debt management, risk management, budgeting and cash flow controls, retirement planning, education funding, and aligning couples financial goals. Wrap Fee Program Our Firm does not sponsor a Wrap Fee Program. Assets As of December 31, 2024, GIA managed $344,435,070 in assets on a discretionary basis. 8 Goodwin Investment Advisory, LLC  Item 5 - Fees and Compensation Investment Management Our Firm charges a fee as compensation for providing Investment Management services on your account. These services include advisory services, trade entry, investment supervision, and other account maintenance activities. Our recommended Custodian charges transaction costs, custodial fees, redemption fees, retirement plan and administrative fees or commissions. Investment Management: Investment Advisory fees are charged based on a blended, tiered fee schedule, which means different portions of a client’s assets are billed at different rates depending on the amount of assets under management (AUM). The total advisory fee is calculated by applying the applicable rate to each portion of assets within a specified tier, and then adding the amounts together. Our current annual fee schedule is as follows: Assets Under Management First $500,000 Next $2,500,000 Next $2,000,000 Balance over $5,000,000 Annual Fee 1.50% 1.00% 0.75% 0.50% For example, a client with $3,500,000 in managed assets would pay: • 1.50% on the first $500,000=$7,500 • 1.00% on the next $500,000=$25,000 • 0.75% on the remaining $500,000=$3,750 • Total Annual fee = $36,250 • Blended effective rate = 1.036% One quarter of the blended annual fee is charged in advance and is calculated based on the ending balance of the account, as determined by the custodian, at the close of the last trading day of each prior quarter. Your first invoice will be prorated as of the date that you sign the Client Advisory Agreement and combined with the next quarter’s fee. You pay the quarterly fees by giving us written authorization to deduct the fees from your account when you open a brokerage account at Fidelity Investments. You may also choose to pay by check or through an automated service such as Advice Pay. Fees paid by check are due on the 15th of the second month following the end of the calendar quarter. A $25 late fee and 12% annual interest will be assessed on a monthly basis to overdue balances unless other arrangements were previously made. GIA charges a minimum fee of $1,875 per quarter. Cash and cash equivalents and any margin debt balances are included in the calculation of advisory fees, unless otherwise noted and agreed to in the executed Agreement. Either GIA or you may terminate the management agreement by written notice to the other. The written notice must be received by the other party at least thirty days in advance of the requested termination date. Termination of this Agreement will not affect: 8 Goodwin Investment Advisory, LLC  a) the validity of any action previously taken by GIA; b) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or c) Client’s obligation to pay advisory fees (prorated through the date of termination). Upon the termination of the Agreement, GIA will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Account. In addition, GIA is under no obligation to maintain Client’s records other than as required by law. Your personal records maintained on any GIA operated information system, platform, or portal may be permanently destroyed. If you terminate your services mid-quarter (following the instructions of the Client Advisory Agreement, Section titled “Termination”), GIA will prorate the investment management fees for that portion of the quarter for which we provided services and will refund the difference to you. In all cases, the minimum quarterly fee per client is $1,875. However, under certain circumstances, minimums may be waived, and fees may be negotiable. If GIA lowers these fees, you’ll be notified. An increase would require you to sign a new agreement. If an Investment Management client has been provided a Dynamic Financial Plan and terminates the agreement before the first twelve months of service, there will be a $2K termination fee. Additional Fees and Expenses In addition to the advisory fees paid to GIA, clients also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges include custodial fees, charges imposed by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), 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. Our brokerage practices are described at length in Item 12, below. Non-Transaction Fee (NTF) Mutual Funds When selecting investments for our clients’ portfolios we might choose mutual funds on your account custodian’s Non-Transaction Fee (NTF) list. This means that your account custodian will not charge a transaction fee or commission associated with the purchase or sale of the mutual fund. The mutual fund companies that choose to participate in your custodian’s NTF fund program pay a fee to be included in the NTF program. The fee that a mutual fund company pays to participate in the program is ultimately borne by the owners of the mutual fund including clients of our Firm. When we decide whether to choose a fund from your custodian’s NTF list or not, we consider our 9 Goodwin Investment Advisory, LLC  expected holding period of the fund, the position size and the expense ratio of the fund versus alternative funds. Depending on our analysis and future events, NTF funds might not always be in your best interest. Assets Held Away GIA may manage Client assets held (custodied) away from a GIA preferred custodian. Preferred custodians provide GIA with unique advisor access to manage client assets and deduct advisory fees. Client Assets Held Away (AHA) from preferred custodians may include but are not limited to employer sponsored plan accounts including 401k, 403b, 401a, 457, profit sharing or self-directed pension plans, 529 college savings plans, and Health Savings Accounts. Advisory fees are billed on AHA based on the above fee schedule. GIA cannot deduct its advisory fee from AHA accounts. We will instead deduct that portion of the Investment Management fee from your account(s) held by our preferred custodian. Clients should understand that this will reduce the performance of the account that is paying the AHA management fee and potentially cause that account to perform negatively. Alternatively, the client can pay for the management of AHA accounts by check. Retirement Plan Advisory Services The annual advisory fee is 0.60% of the Plan Assets. The employer is also subject to a minimum quarterly fee of $1,875 a quarter. One quarter of the annual fee is charged in arrears and is calculated based on the ending value of the Plan assets at the close of the last trading day of each prior quarter. The first invoice will be prorated as of the execution date of the agreement. Going forward, the plan is billed quarterly on the plan assets as of the previous quarter. If Client terminates services mid-quarter, we will prorate the investment management fees for that portion of the quarter for which we provided services. Under certain circumstances, minimums and fees may be negotiable. The Client pays the quarterly fees by giving us written authorization to instruct the Plan Administrator, Record Keeper or Custodian to deduct the fees pro rata from participant accounts. The Plan Sponsor is responsible for providing each participant with a fee disclosure statement. Plan Sponsor may also choose to pay by check. Fees paid by check are due on the 15th of the second month following the end of the calendar quarter. A $25 late fee and 12% annual interest will be assessed on a monthly basis to overdue balances unless other arrangements were previously made. The Plan Sponsor and Plan participants may incur other fees and expenses in addition to our investment management fees. These may include but are not limited to transaction fees, SEC fees, fund expense fees, plan administration fee, filing fees, recordkeeping fees, and custodian fees. Financial Consulting Fees for financial consulting are billed an hourly fee of $375 an hour. Half of the estimated fee is due upon signing the agreement. The remaining fee is due at the end of the arrangement. 10 Goodwin Investment Advisory, LLC  Dynamic Financial Planning Dynamic Financial Planning services are offered free to charge for households with at least $500,000 of assets under management with GIA. Item 6 - Performance-Based Fees and Side-by-Side Management GIA does not receive performance-based fees. Tim Goodwin is a 50% owner of MCSE Stewardship, LLC and is the majority owner of Goodwin Investment Advisory, LLC. MCSE Stewardship, LLC is the general partner of Goodwin Real Estate Fund II, LP. Clients of Goodwin Investment Advisory, LLC may also be investors in the fund. The Fund may pay a performance fee to MCSE Stewardship, LLC. This can create a potential conflict of interest as Tim Goodwin has an incentive to recommend GIA clients invest in the Fund. This potential conflict of interest is mitigated through disclosure and Tim Godwin’s fiduciary duty owed to clients. Item 7 - Types of Clients GIA provides investment advice to the following: Individuals ● Charitable Organizations ● Corporations and other businesses ● ● High net worth individuals ● Trusts ● Retirement Plans GIA generally recommends potential clients wait until they can invest $500,000 or more to begin a traditional investment management relationship. The firm may waive this minimum at its discretion. GIA charges a minimum quarterly fee of $1,875. However, this minimum can be waived based on certain circumstances such as future investment contributions. GIA provides dynamic financial planning to clients free of charge for households with $500,000 or more in assets under management. GIA has a minimum account size of $10,000, the firm may waive this minimum at its discretion. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis GIA primarily implements Dynamic Asset Allocation model strategies for clients. Dynamic asset allocation is a strategy of portfolio diversification in which the mix of financial assets is adjusted periodically based on macroeconomic trends, either in the economy, or the stock market. Strategies may be created and managed in-house and/or influenced and guided by 3rd party advisory service providers. GIA is not and does not compensate the 3rd party for the provided strategies. 11 Goodwin Investment Advisory, LLC  The Dynamic Asset allocation strategy starts with a Strategic Asset Allocation reference point for the return and risk the market will provide over time. For example, this could be a 60/40 mix of global stock and bond for a “moderate” risk taking investor. We attempt to outperform that broad based asset mix by building a portfolio with asset allocation tilts, or persistent factor tilts within asset classes (e.g. to value stocks, or quality companies) based on capital market assumptions. For example: “are we optimistic or pessimistic?” This will guide the overall direction for risk-taking – should the portfolio have higher or lower total volatility than the broad market indices? Once these high-level views are established, we may periodically fine-tune the portfolio by making small asset allocation adjustments; for example, adjusting the geographic, sector, macroeconomic and style factor exposures within the asset allocation mix. Clients and Prospective Clients should be aware that periodic adjustments to their portfolio can increase the cost of investing through transaction costs, opportunity costs, and taxes. Although GIA attempts to “beat the market” there is risk that your portfolio underperforms relative market indices. Investment Strategies GIA strategies are either designed in house, in collaboration with third party advisors, or curated from institutionally available model portfolios provided by Fidelity, BlackRock or other third-party providers. Clients may choose from the following portfolio styles: Globally Diversified, Domestic Only, ESG, fixed income management, and other SMA strategies. Globally Diversified - Many different economic factors—such as gross domestic product (GDP), interest rate differences, currency movement, political events and even investor sentiment—can influence which countries currently lead in economic performance. Because the landscape is constantly shifting, spreading investments across the globe can help diversify against these risks. Domestic Only - Investing solely within the United States can provide some advantages. These include avoidance of exchange rate risk, and ease of research and familiarity. However, investors should weigh these benefits with the lack of diversification. ESG Only – Sustainable investing is the combination of our traditional global investment approach with integration of Environmental, Social, and Governance (ESG) screening criteria. These non- financial factors are used in an attempt to reduce portfolio exposure to some (but not all) ESG related risks and increase portfolio exposure to companies with superior ESG rankings compared to their industry peers. Investors should understand that GIA’s ESG model portfolios may not prevent exposure to all non-ESG friendly investments. In addition, ESG investing may underperform a traditional investment approach. Goodwin Large-Cap 20 - The Goodwin Large-Cap 20 strategy is composed of the top 20 of the largest US companies in the S&P 500 index*. The 20 constituents in the portfolio are equally 12 Goodwin Investment Advisory, LLC  weighted and reconstituted/rebalanced quarterly. The strategy seeks to track the performance of the Goodwin Large-Cap 20 index. Goodwin Large-Cap 20 (the “Index”) is the property of GIA, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the Index. The Index is not sponsored by S&P Dow Jones Indices LLC or its affiliates or its third party licensors, including Standard & Poor's Financial Services LLC and Dow Jones Trademark Holdings LLC (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices will not be liable for any errors or omissions in calculating the Index. “Calculated by S&P Dow Jones Indices” and the related stylized mark(s) are service marks of S&P Dow Jones Indices and have been licensed for use by [Licensee]. S&P® is a registered trademark of Standard & Poor's Financial Services LLC, and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC. The Strategy based on the Index are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices. S&P Dow Jones Indices does not make any representation or warranty, express or implied, to the owners of the Strategy or any member of the public regarding the advisability of investing in securities generally or in the Strategy particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices’ only relationship to GIA with respect to the Index is the licensing of the Underlying S&P 500 Index, certain trademarks, service marks and trade names of S&P Dow Jones Indices, and the provision of the calculation services related to the Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices and amount of the Strategy or the timing of the issuance or sale of the Strategy or in the determination or calculation of the equation by which the Strategy may be converted into cash or other redemption mechanics. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the Strategy. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it investment advice. *S&P Dow Jones indices does not guarantee the adequacy, accuracy, timeliness and/or the completeness of the index, intellectual property, software, or any data related thereto or any communication with respect thereto, including, oral, written, or electronic communications. S&P Dow Jones indices shall not be subject to any damages or liability for any errors, omissions, or delays therein. S&P Dow Jones indices makes no express or implied warranties, and expressly disclaims all warranties, of merchantability or fitness for a particular purpose or use or as to results to be obtained by GIA, owners of the strategy, or any other person or entity from the use of the index, intellectual property, software, or with respect to any data related thereto. Without limiting any of the foregoing, in no event whatsoever shall S&P Dow Jones indices be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to, loss of profits, trading losses, lost time, or goodwill, even if they have been advised of the possibility of such damages, whether in contract, tort, strict liability, or otherwise. GIA primarily limits its investment selections to mutual funds, index funds, exchange traded funds (“ETF”), and individual stocks. We obtain information from fund companies, financial magazines, research reports prepared by other advisors, corporate rating services, annual reports and prospectuses, indices providers, third-party investment advisors, and company press releases. Each of these sources of information has inherent risk. Press releases, prospectuses, annual 13 Goodwin Investment Advisory, LLC  reports, research reports and magazines may contain forward-looking statements. These statements are forecasts of what the writer foresees, expects or hopes to occur. There is no guarantee that these forecasts will come true or that they will be to the benefit of investors. In rare cases, we may purchase index funds that utilize leverage or hedging strategies. These strategies may cause the fund to underperform its related index over the long-term. Blackrock and Fidelity offer GIA research, portfolio management tools, “off-the-shelf" model portfolios, custom model portfolios, and risk management tools at no cost. This may create an inherent bias to use investment products issued by Blackrock and Fidelity. Real Estate and private credit related interval funds. An interval fund is a professionally managed investment company registered as a closed-end fund under the Investment Company Act of 1940 and is widely viewed as an investor-friendly alternative product due to its transparent nature. Interval funds calculate NAV daily, offer liquidity events in the form of periodic share repurchases, and provide simple tax reporting via Form 1099s. We find interval funds particularly attractive for client portfolios because of the access they provide to private, institutionally managed investment vehicles not readily available to the broader market. Interval fund's flexibility to invest in illiquid investment vehicles allows the fund type to pursue higher risk-adjusted returns while providing lower correlations to the volatility of the public equity and fixed income markets. Risk of Loss All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. GIA will assist clients in determining an appropriate strategy based on their tolerance for risk. Investors face many risks including but not limited to the following investment risks: ● Market Risk - Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities to rise or fall. Because the value of investment portfolios will fluctuate, there is the risk that you will lose money and your investment may be worth more or less upon liquidation. ● Foreign Securities and Currency Risk- Investments in international and emerging-market securities include exposure to risks such as currency fluctuations, foreign taxes and regulations, and the potential for illiquid markets and political instability. Foreign 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. ● Capitalization Risk - Small-cap and mid-cap companies may be hindered as a result of ● limited resources or less diverse products or services. Their stocks have historically been more volatile than the stocks of larger, more established companies. Interest Rate Risk - In a rising rate environment, the value of fixed-income securities generally declines, and the value of equity securities may be adversely affected. The 14 Goodwin Investment Advisory, LLC  longer the effective maturity and duration of a strategy’s portfolio, the more the performance of the investment is likely to react to interest rates. ● Credit Risk - Credit risk is the risk that the issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value and thus, impact the fund’s performance. ● Securities Lending Risk - Securities lending involves the risk that the fund loses money because the borrower fails to return the securities in a timely manner or at all. The fund could also lose money if the value of the collateral provided for loaned securities, or the value of the investments made with the cash collateral, falls. These events could also trigger adverse tax consequences for the fund. ● Exchange-Traded Funds - ETFs face market-trading risks, including the potential lack of an active market for shares, losses from trading in the secondary markets, and disruption in the creation/redemption process of the ETF. Any of these factors may lead to the fund’s shares trading at either a premium or a discount to its “net asset value.” ● Performance of Underlying Managers - We select the mutual funds and ETFs in the asset allocation portfolios. However, we depend on the manager of such funds to select individual investments in accordance with their stated investment strategy. ● Cybersecurity Risk - In addition to the Material Investment Risks listed above, investing involves various operational and “cybersecurity” risks. These risks include both intentional and unintentional events at our firm or one of its third-party counterparties or service providers, that may result in a loss or corruption of data, resulting in the unauthorized release or other misuse of confidential information, and generally compromise our Firm’s ability to conduct its business. A cybersecurity breach may also result in a third-party obtaining unauthorized access to our clients’ information, including social security numbers, home addresses, account numbers, account balances, and account holdings. Our Firm has established business continuity plans and risk management systems designed to reduce the risks associated with cybersecurity breaches. However, there are inherent limitations in these plans and systems, including that certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. As such, there is no guarantee that such efforts will succeed, especially because our Firm does not directly control the cybersecurity systems of our third-party service providers. There is also a risk that cybersecurity breaches may not be detected. ● ● Asset Allocation and Diversification - The performance of Accounts is dependent on the allocation of assets among various asset classes and the selection of underlying funds. There is a risk that GIA’s decisions regarding asset allocation and the selection of underlying funds will cause an Account’s performance to lag relevant benchmarks or will result in losses. While allocations to multiple asset classes can reduce risk, risk cannot be completely eliminated with diversification. Asset allocation and diversification do not guarantee a profit or protect against loss. Inflation Risk - When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. 15 Goodwin Investment Advisory, LLC  ● Exchange-Traded Fund (“ETF”) and Mutual Fund Risk - Investments in ETFs and mutual funds have unique characteristics, including, but not limited to, the ETF or mutual fund’s expense structure. Investors of ETFs and mutual funds held within GIA’s client accounts bear both their GIA portfolio’s advisory expenses and, indirectly, the ETFs or mutual fund’s expenses. Because the expenses and costs of an underlying ETF or mutual fund are shared by its investors, redemptions by other investors in the ETF or mutual fund could result in decreased economies of scale and increased operating expenses for such ETF or mutual fund. Additionally, the ETF or mutual fund may not achieve its investment objective. Actively managed ETFs or mutual funds may experience significant drift from their stated benchmark. ● Reinvestment Risk - This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. ● 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 an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. ● Liquidity Risk - Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. ● Financial Risk - Excessive borrowing to finance a business’ operations increases the risk of 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 may result in bankruptcy and/or a declining market value. ● Non-Liquid Alternative Investments - From time to time, our Firm will recommend to certain qualifying clients that a portion of such clients’ assets be invested in private funds, private fund-of-funds, interval funds and/or other alternative investments (collectively, “Non-Liquid Alternative Investments”). Non-Liquid Alternative Investments are not suitable for all of our Firm’s clients and are offered only to those qualifying clients for whom our Firm believes such an investment is suitable and in line with their overall investment strategy. Investments present special risks for our Firm’s clients, including without limitation, limited liquidity, higher fees and expenses, volatile performance, no assurance of investment returns, heightened risk of loss, limited transparency, additional reliance on underlying management of the investment, special tax considerations, subjective valuations, use of leverage and limited regulatory oversight. When a Non-Liquid Alternative Investment invests part or all of its assets in real estate properties, there are additional risks that are unique to real estate investing, including but not limited to: limitations of the appraisal value; the borrower’s financial conditions (if the underlying property has been obtained by a loan), including the risk of foreclosures on the property; neighborhood values; the supply of and demand for properties of like kind; and certain city, state and/or federal regulations. Additionally, real estate investing is also subject to 16 Goodwin Investment Advisory, LLC  possible loss due to uninsured losses from natural and man-made disasters. The above list is not exhaustive of all risks related to an investment in Non-Liquid Alternative Investments. A more comprehensive discussion of the risks associated with a particular Non-Liquid Investment is set forth in that fund’s offering documents, which will be provided to each client subscribing to a Non-Liquid Alternative Investment, for review and consideration. It is important that each potential, qualified investor carefully read each offering or private placement memorandum prior to investing. ● Structured Products - Structured products are designed to facilitate highly customized risk-return objectives. While structured products come in many different forms, they typically consist of a debt security that is structured to make interest and principal payments based upon various assets, rates, or formulas. Many structured products include an embedded derivative component. Structured products may be structured in the form of a security, in which case these products may receive benefits provided under federal securities law, or they may be cast as derivatives, in which case they are offered in the over-the-counter market and are subject to no regulation. Investment in structured products includes significant risks, including valuation, liquidity, price, credit, and market risks. One common risk associated with structured products is a relative lack of liquidity due to the highly customized nature of the investment. Moreover, the full extent of returns from the complex performance features is often not realized until maturity. As such, structured products tend to be more of a buy-and-hold investment decision rather than a means of getting in and out of a position with speed and efficiency. Another risk with structured products is the credit quality of the issuer. Although the cash flows are derived from other sources, the products themselves are legally considered to be the issuing financial institution’s liabilities. The vast majority of structured products are from high-investment-grade issuers only. Also, there is a lack of pricing transparency. There is no uniform standard for pricing, making it harder to compare the net-of-pricing attractiveness of alternative structured product offerings than it is, for instance, to compare the net expense ratios of different mutual funds or commissions among broker- dealers. ● Government Securities Risk - Not all U.S. government securities are backed by the full faith and credit of the U.S. government. It is possible that the U.S. government would not provide financial support to certain of its agencies or instrumentalities if it is not required to do so by law. If a U.S. government agency or instrumentality defaults and the U.S. government does not stand behind the obligation, returns could be negatively impacted. The U.S. government guarantees payment of principal and timely payment of interest on certain U.S. government securities. Item 9 - Disciplinary Information The firm and its employees have not been involved in legal or regulatory disciplinary events related to past or present investment clients. 17 Goodwin Investment Advisory, LLC  Item 10 - Other Financial Industry Activities and Affiliations MCSE Stewardship, LLC is the general partner of private fund, Goodwin Real Estate Fund II, LP. The private fund relies on an exemption from registration of their securities under regulation D of the Securities Act of 1933. Clients of Goodwin Investment Advisory, LLC may also be investors in the Fund. The Fund pays a quarterly investment management fee and an incentive fee to MCSE Stewardship, LLC. Tim Goodwin is a 50% owner of MCSE Stewardship, LLC and is the majority owner of Goodwin Investment Advisory, LLC. This creates a potential conflict of interest as Tim Goodwin may receive greater compensation from advisory clients investing in the fund. This conflict of interest is mitigated by disclosure and Tim Goodwin’s fiduciary duty to act in the best interest of clients. The funds are only offered to clients who are accredited investors and to sophisticated investors as defined and allowed by Regulation D of the Securities act of 1933. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading GIA has set high standards of conduct to be followed by all associates. The Code of Ethics is designed to enforce the Company’s commitment to its fiduciary duties of honesty, good faith and fair dealing with clients. Our Code of Ethics is available for review by clients and potential clients upon request. GIA and its employees buy and sell securities that are also held by clients. Employees may not prioritize their own trades ahead of client trades. Employees must comply with the provisions of the GIA Compliance Manual and Code of Ethics. Please see Item 10 for more information on securities recommendation of which investment adviser representatives have proprietary interest. The Compliance Manager of GIA is Herman Hugo. He reviews all employee trades each quarter. The personal trading reviews ensure that the personal trading of employees does not affect the markets, and that the Client’s trades receive preferential treatment over trades of the firm and its associated persons. Item 12 - Brokerage Practices GIA has an arrangement with National Financial Services LLC and Fidelity Brokerage Services LLC (collectively, and together with all affiliates, "Fidelity") through which Fidelity provides GIA with "institutional platform services." The institutional platform services include, among others, brokerage, custody, and other related services. Fidelity's institutional platform services that assist GIA in managing and administering clients' accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions, recordkeeping and client reporting. Fidelity also offers other services intended to help GIA manage and further develop its advisory practice. Such services include, but are not limited to, performance reporting, financial planning, 18 Goodwin Investment Advisory, LLC  contact management systems, third party research, publications, access to educational conferences, roundtables and webinars, practice management resources, institutional investment management, access to consultants and other third-party service providers who provide a wide array of business related services and technology with whom we may contract directly. GIA is independently operated and owned and is not affiliated with Fidelity. Fidelity generally does not charge its adviser clients separately for custody services but is compensated by account holders through commissions, revenue sharing arrangements with fund companies, and other transaction-related or asset-based fees for securities trades that are executed through Fidelity or that settle into Fidelity accounts. Fidelity provides access to many no-load mutual funds, index funds, and exchange traded funds without transaction charges and other no-load funds at nominal transaction charges. GIA may also use other custodians at the direction of the client, if it is operationally feasible. In the event that you direct GIA to use a particular broker or dealer, the Adviser may not be authorized under those circumstances to negotiate commissions and may not be able to obtain volume discounts or best execution. In addition, under these circumstances a disparity in commission charges may exist between the commissions charged to clients who direct the manager to use a particular broker or dealer and other clients who do not direct the manager to use a particular broker or dealer. Aggregation and Allocation of Transactions We may aggregate transactions if we believe that aggregation is consistent with the duty to seek best execution for our clients and is consistent with the disclosures made to clients and terms defined in the client Investment Advisory Agreement. No advisory client will be favored over any other client, and each account that participates in an aggregated order will participate at the average share price (per custodian) for all transactions in that security on a given business day. We will aggregate trades for ourselves or our associated persons with your trades, providing that the following conditions are met: 1. Our policy for the aggregation of transactions shall be fully disclosed separately to our existing clients (if any) and the broker/dealer(s) through which such trans-actions will be placed; 2. We will not aggregate transactions unless we believe that aggregation is consistent with our duty to seek the best execution (which includes the duty to seek best price) for you and is consistent with the terms of our Investment Advisory Agreement with you for which trades are being aggregated. 3. No advisory client will be favored over any other client; each client that participates in an aggregated order will participate at the average share price for all our transactions in a given security on a given business day, with transaction costs based on each client’s participation in the transaction. 19 Goodwin Investment Advisory, LLC  4. If the aggregated order is filled in its entirety, it will be allocated among clients in accordance with the allocation statement; if the order is partially filled, the accounts that did not receive the previous trade’s positions should be “first in line” to receive the next allocation. 5. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the Allocation Statement if all client accounts receive fair and equitable treatment and the reason for difference of allocation is explained in writing and is reviewed by our compliance officer. Our books and records will separately reflect, for each client account, the orders of which aggregated, the securities held by, and bought for that account. 6. We will receive no additional compensation or remuneration of any kind because of the proposed aggregation; and 7. Individual advice and treatment will be accorded to each advisory client. Brokerage for Client Referrals Our Firm does not receive client referrals from any custodian or third party in exchange for using that broker-dealer or third party. Trade Errors We have implemented procedures designed to prevent trade errors; however, trade errors in client accounts cannot always be avoided. Consistent with our fiduciary duty, it is our policy to correct trade errors in a manner that is in the best interest of the client. In cases where the client causes the trade error, the client will be responsible for any loss resulting from the correction. Depending on the specific circumstances of the trade error, the client may not be able to receive any gains generated as a result of the error correction. In all situations where the client does not cause the trade error, the client will be made whole, and we will absorb any loss resulting from the trade error if the error was caused by the firm. If the error is caused by the Custodian, the Custodian will be responsible for covering all trade error costs. If an investment gain results from the correcting trade, the gain will be donated to charity. We will never benefit or profit from trade errors. Directed Brokerage We do not routinely recommend, request, or require that you direct us to execute transactions through a specified broker dealer. Additionally, we typically do not permit you to direct brokerage. We place trades for your account subject to our duty to seek best execution and other fiduciary duties. Item 13 - Review of Accounts Account reviews are performed periodically by the writing advisor and/or the Chief Compliance Officer. Account reviews can be triggered by new investment information, changing economic 20 Goodwin Investment Advisory, LLC  conditions, cash flows to and from a client's account, and changes in a client's personal financial situation. The client will receive periodic communications from GIA. If you are an investment management client, you will receive a statement of holdings and performance from Fidelity Investments at least quarterly. In addition, you have access to your investment adviser for advice or discussion. Item 14 - Client Referrals and Other Compensation Compensation for Client Lead Generation GIA may pay a flat fee to participate in an online matching program that seeks to match prospective advisory clients with investment advisers. The program provides information about investment advisory firms to persons who have expressed an interest in such firms. The program also provides the name and contact information of such persons to the advisory firms as potential leads. The flat fee we may pay for being provided with potential leads varies based on certain factors, including the size of the person’s portfolio, and the fee is payable regardless of whether the prospect becomes our advisory client. Compensation to Team Members GIA uses incentive-based pay for team members to align their compensation with the overall mission and vision of our firm. Team members receive a share of revenue from your business. The incentive pay is structured to ensure that our team is motivated to provide you with exceptional customer service and to grow your accounts. This creates a conflict of interest as our team members are financially motivated to win and retain your business even if we are not your best fit advisor. Your advisory fee remains the same regardless of the incentive-based pay arrangement GIA has with team members. Item 15 - Custody Clients may grant GIA the authority to transfer funds to and from their account at Fidelity through a standing letter of instruction. GIA does not have the authority or the ability to change the clients instructions. Fidelity will verify their instructions and send account statements at least quarterly to each client. Fidelity will also notify the client when funds are disbursed and send an annual notice reconfirming the instructions. Clients can modify or terminate the instructions at any time. As discussed in Item 5 of this brochure, GIA has the authority to deduct fees from the client's account. Clients should review the account statements received from Fidelity to verify the correct advisory fee was debited from their account. GIA does not produce or provide account statements. Standing Letters of Authorization The SEC issued a no-action letter (“Letter”) with respect to the Rule 206(4)-2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a 21 Goodwin Investment Advisory, LLC  third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our Firm has adopted the following safeguards in conjunction with our custodians: ● The client provides an instruction to the qualified custodian, in writing, that includes the client’s 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. ● The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. ● The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. ● The client has the ability to terminate or change the instruction to the client’s qualified custodian. ● The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. ● The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. ● The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16 - Investment Discretion GIA accepts discretionary authority to manage securities accounts on behalf of clients. We have the authority to determine, without obtaining specific client consent, selections of sub-advisors, 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 your accounts on your behalf so that we may promptly implement the investment strategy. A limited power of attorney is a trading authorization for this purpose. You sign a limited power of attorney so that we may execute trades without your prior approval of each trade. Item 17 - Voting Client Securities GIA will not vote proxies on your behalf. Fidelity will send all proxy notices to you directly so that you can vote in your best interests. You may call us to discuss any questions you have regarding a specific proxy notice. Item 18 - Financial Information We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for our most recent 22 Goodwin Investment Advisory, LLC  fiscal year. We are not subject to a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Finally, we have not been the subject of a bankruptcy petition at any time. Business Continuity Plan GIA has developed procedures to launch a timely recovery from a disaster or pandemic. The basis of these procedures is to minimize the impact of a disaster to the firm, its employees, vendors and clients. The firm will provide a copy of the Business Continuity Plan to any client or potential client upon request. 23 Goodwin Investment Advisory, LLC