Southwind Associates of NJ Inc

Item 5 Fees and Compensation
VWM receives advisory fees for the investment management services it provides to clients. The annual
advisory fee is negotiable and ranges from 0.28% to 1.50% of a client's assets under management, which
include any investments in cash management vehicles such as money market funds. VWM's advisory fees are
payable quarterly, in arrears, based on the value of the clients account on the last day of the quarter. VWM
may increase or decrease its fees upon 30 days' written notice to the client, provided that the client does not
object in writing before the end of the 30-day period. VWM generally deducts its advisory fees from clients'
assets, but clients may also request to be billed for advisory fees. VWM does not include its clients'
investments in Related Funds for purposes of calculating VWM's advisory fees. VWM will reduce the AUM
of any account that invests in the Related Funds to minimize any potential double fee. Depending on the
client’s advisory fee, VWM and its affiliates may stand to earn greater amounts of compensation from
investments in the Related Fund, which creates a conflict of interest. We seek to mitigate this conflict of
interest by disclosing it to clients and only recommending investment in the Related Funds where we believe it
is appropriate for clients.

Upon termination, by either party at any time upon 60 days' prior written notice, transactions in progress
will be completed in the normal course of business. Also upon termination, a client is liable for all advisory
fees VWM earned but the client has not yet paid. Such advisory fees are calculated from the date of receipt
of the written termination notice or other agreed upon date.

Related Funds
All fees and performance allocations payable/allocable to the investment manager and/or general partner of
each Related Fund are fully disclosed in the offering materials that are delivered to potential investors. Below
is a summary of such compensation.

Cain charges a management fee of 1.25% per annum. This is a quarterly management fee that is paid in
advance. The GP may receive, from the limited partners, an allocation of 15% of the net increase credited to
the limited partners' capital account during the incentive period.

Central charges a management fee of 1% per annum. This is a quarterly management fee paid in advance based
on the value of each limited partner's capital account as of the first day of each quarter. Additionally, a quarterly
management fee ranging from 0.0% to 2.0% per annum is assessed by several of the sub-managers which are
paid in either advance and arrears depending on manager. The performance allocation for Central is an amount
equal to 10% of the increase in the LP's capital accounts during the measurement period. The threshold return is
the amount equal to a 7% return on a limited partners opening capital balance.

Additional Fees and Expenses
In addition to VWM's fees, clients pay brokerage and other transaction costs (as described in Item 12). Clients
also pay charges to financial institutions and other third parties such as custodial fees, mutual fund expenses,
charges imposed directly by mutual funds and exchange traded funds, deferred sales charges, wire transfer and
electronic fund fees, redemption penalties of mutual funds, margin expenses and other fees and taxes on
brokerage accounts and securities transactions.

In addition, clients pay management fees and/or performance fees to third party investment managers and
private funds (including Related Funds).

VWM's clients also may pay multiple fees that are not readily visible. For example, private funds (including
Related Funds) charge fees which are deducted as an expense and affect the net capital appreciation of the
private fund. Further, in a private fund that is a fund-of-funds, such as Central, the underlying private funds
charge fees which are deducted as an expense and affect the net capital appreciation of such underlying private
fund. As a result, investors in fund-of-funds will be subject to additional fees. The client should review the fees
and expenses charged by third party investment managers and private funds as well as the fees charged by

VWM to fully understand the total amount of fees paid.

Central invests in Cain. Since Cain pays management and performance fees to entities owned, in whole or in
part, by Mr. Villafranco, VWM and Mr. Villafranco have an incentive to invest Central's assets in Cain.
Investors are advised that because Central invests in related funds, investors are in effect paying multiple level
of fees to related parties of the Firm.

Item 7 Types of Clients
VWM provides investment management services to wealthy individuals, internal private investment vehicles,
high net worth families, private foundations, trusts and investment vehicles for wealthy families such as family
limited partnerships or family limited liability companies.

VWM does not have a minimum asset level to open an account, however VWM reserves the right to accept or
reject any client. The Related Funds have investment minimums set forth in their offering documents, which are
also waived at VWM's discretion.