Southwind Associates of NJ, Inc. ("Southwind") d/b/a Villafranco Wealth Management (“VWM”) is a registered investment adviser. We are organized as a corporation under the laws of the State of New Jersey. We have been providing investment advisory services since 1995 and are wholly owned by William S. Villafranco, President. 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. We also provide formation and management services to two private investment funds as further described 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.), including the Related Funds (defined below). 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 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 money manager or investment program. Factors that we take into consideration when making our recommendations include,

but are not limited to, the following: the money manager's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will periodically monitor the money manager'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 money manager 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 money manager is established and payable in accordance with the brochure provided by each money manager 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 money manager. You may terminate your advisory relationship with the money manager according to the terms of your agreement with the money manager. You should review each money manager's brochure for specific information on how you may terminate your advisory relationship with the money manager and how you may receive a refund, if applicable. You should contact the money manager directly with questions regarding your advisory agreement with the money manager. Related Funds Mr. Villafranco owns and operates the general partners of two private investment funds (collectively, the "Related Funds") and VWM provides investment advisory services to these funds. 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 and VWM, 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 VWM. Cain 5, L.P. ("Cain") Westvale Capital Partners, LLC ("Westvale") serves as the general partner and VWM the investment manager of Cain. Cain currently has engaged another investment manager to manage most of its assets. Assets Under Management As of December 31, 2023, we managed approximately $257,038,546, of which we managed $174,533,072 on a discretionary basis and $82,505,474 on a non-discretionary basis.