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                          Annual Fee
                   First $500,000                               1.50%
                  Next $2,500,000                               1.00%
                  Next $2,000,000                               0.75%
              Balance over $5,000,000                           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 $2,500,000=$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. 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:
    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).

​                                        9
​                         Goodwin Investment Advisory, LLC

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 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 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

        ​                                      10
        ​                        Goodwin Investment Advisory, LLC
...

Item 7 - Types of Clients
GIA provides investment advice to the following:
       ●​ Individuals                                           ●​ Retirement Plans
       ●​ High net worth individuals                            ●​ Charitable Organizations
       ●​ Trusts                                                ●​ Corporations and other
                                                                   businesses

GIA generally recommends that 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 has a minimum account
size of $10,000, the firm may waive this minimum at its discretion.