Southwind Associates of NJ, Inc. ("Southwind") d/b/a Villafranco Wealth Management is a registered investment adviser based in New York, NY. We are organized as a corporation under the laws of the State of New Jersey. Southwind has been providing investment advisory services since 1995 and is wholly owned by William S. Villafranco, President. Southwind uses the name Villafranco Wealth Management ("VWM") when providing investment management services. Southwind primarily uses its full legal name when providing its services relating to private investment funds. Since Southwind and VWM are the same corporate entity, as used herein, Southwind also refers to VWM. The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we", "our" and "us" refer to VWM and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. VWM provides investment management services which services are personalized to each individual client. Southwind also provides formation and management services to private investment funds as further described in greater detail under Item 10. Investment Management Services We offer discretionary investment management services. VWM tailors its investment management services to the individual needs and objectives of clients. VWM's investment management services include: 1) assisting clients in determining their investment objectives and goals; and 2) determining which general investment strategies should be employed in managing client portfolios to meet such objectives and goals. VWM is also responsible for making specific purchase and sale decisions for clients. If you retain our firm for investment management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. We will use the information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our investment management services, we will invest your assets according to one or more model portfolios which may be customized based on your tolerance for risk, personal financial situation and other relevant criteria. Once we construct an investment portfolio for you, or select a model portfolio, we will monitor your portfolio's performance on an ongoing basis, and will rebalance the portfolio as required by changes in market conditions and in your financial circumstances. VWM primarily invests its clients' assets in mutual funds, exchange traded funds ("ETFs") and equities. In addition, VWM recommends that clients invest in private investment funds (e.g., hedge funds, private equity funds, etc.). VWM typically limits its investment advice to these types of investments although VWM may occasionally invest in fixed income securities. VWM may also monitor investments held in a client's portfolio at the beginning of the advisory relationship or other investments held by the client but not initially recommended by VWM. Clients may, but generally do not, impose restrictions on investing in certain securities or types of securities. As part of our investment management services, we may also recommend that you use the services of a third party money manager ("MM") to manage your entire, or a portion of your, investment portfolio. After gathering information about your financial situation and objectives, we will recommend that you engage a specific

MM or investment program. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: the MM's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will periodically monitor the MM(s)' performance to ensure its management and investment style remains aligned with your investment goals and objectives Clients may impose reasonable investment restrictions on the management of the Client’s Account. Such restrictions may result in a Client’s Account being concentrated in one or a few sectors, industries, or securities. Concentrated positions typically increase the risk and volatility of the Account and may result in a decrease in diversification. Clients who implement an investment decision that is outside the scope of the recommendations should understand that such a decision may not be appropriate based on the Client’s risk profile and that the Client’s portfolio may perform worse over any time horizon than a portfolio designed according to recommendations or any other investment strategy. We usually include the assets managed by the MM when calculating our advisory fee, if these fees are not included in our fee Mr. Villafranco may receive a portion of the advisory fee charged by the MM. The advisory fee charged by the MM is separate and apart from the advisory fees charged by our Firm. The advisory fee you pay to the MM is established and payable in accordance with the brochure provided by each MM to whom you are referred. These fees may or may not be negotiable. You will be required to sign an agreement directly with the recommended MM(s). You may terminate your advisory relationship with the MM according to the terms of your agreement with the MM. You should review each MM's brochure for specific information on how you may terminate your advisory relationship with the MM and how you may receive a refund, if applicable. You should contact the MM directly for questions regarding your advisory agreement with the MM. Related Funds Mr. Villafranco owns the investment managers and/or general partners of two private investment funds (collectively, the "Related Funds") and provides investment advisory services to such funds in this capacity. For one of the Related Funds, Mr. Villafranco owns the investment manager and general partner. VWM recommends that clients invest in the Related Funds. The Related Funds are described below. Clients and prospective clients should review Items 6 and 10 below for more information about the Related Funds and the conflicts of interests they create. Central Partners, L.P. ("Central") Northpoint Management LLC ("Northpoint"), wholly owned by Mr. Villafranco, serves as the general partner of Central. Central is a private fund that in turn invests in underlying private funds (this is commonly referred to as a "fund-of-funds"). Mr. Villafranco, through Central, selects the managers and underlying investment vehicles with which Central will invest. However, since Central is a fund-of- funds, Central does not invest in individual securities other than a small account managed by Southwind. Cain 5, L.P. ("Cain") Westvale Capital Partners, LLC ("Westvale") and Ridgeport Capital Management, LLC ("Ridgeport"), each wholly owned by Mr. Villafranco, serve as the general partner and investment manager, respectively, of Cain. Cain currently invests most of its assets with Eagle Capital Management. Assets Under Management As of January 1, 2023, we managed approximately $230,255,246, of which we managed $157,225,203 on a discretionary basis and $74,030,043 on a non-discretionary basis.