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 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. 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,
• protection of assets from creditors and legal judgments,
• required minimum distributions and age considerations, and
• 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. ● 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, 2023, GIA managed $265,863,813 in assets on a discretionary basis. 1 of 4