NEPSIS, INC.

ADV PART 2A Appendix 1 Wrap Fee Program Brochure Date of Disclosure Brochure: January 2026 This Wrap Fee Program Brochure provides information about the qualifications and business practices of Nepsis, Inc. (also referred to as we, us and Nepsis® throughout this disclosure brochure). If you have any questions about the contents of this brochure, please contact us at (952) 746-2003. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Nepsis, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov. You can view our firm’s information on this website by searching for Nepsis, Inc. or our firm’s CRD number 141203. * Registration as an investment adviser does not imply a certain level of skill or training. www.Nepsis.com  Item 2 Material Changes Since our last required annual amendment to this disclosure brochure was submitted in March 2025 the following material changes have been made: • The firm enhanced the disclosures provided concerning the outside business activities of the company President, Mark Pearson. Please refer to Other Financial Industry Activities and Affiliations for more specific information. We will ensure that you receive a summary of any material changes to this and subsequent Wrap Fee Program Disclosure Brochures within 120 days after our firm’s fiscal year ends. Our firm’s fiscal year ends on December 31, so you will receive the summary of material changes no later than April 30 each year. At that time, we will also offer or provide a copy of the most current Wrap Fee Program Disclosure Brochure. We may also provide other ongoing disclosure information about material changes as necessary. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 2  Table of Contents Item 1 Cover Page Material Changes Item 2 Table of Contents Item 3 Services, Fees and Compensation Item 4 Portfolio Management Services Block Trading Suitability and Investment Strategy Client Assets Managed by Nepsis, Inc. Item 5 Account Requirements and Types of Clients Minimum Account Size Types of Accounts Item 6 Portfolio Manager Selection and Evaluation Participation in Wrap Fee Programs General Description of Other Advisory Services Sub-advisory Services Research Services Limits Advice to Certain Types of Investments Tailor Advisory Services to Individual Needs of Clients Performance-Based Fees and Side-By-Side Management Methods of Analysis Investment Strategies Risk of Loss Voting Client Securities Client Information Provided to Portfolio Managers Client Contact with Portfolio Managers Additional Information Item 7 Item 8 Item 9 Disciplinary Information Other Financial Industry Activities and Affiliations Insurance Agency/Agents Other Business Activity of the Company Principal Interest in Client Transactions and Code of Ethics Affiliate and Employee Personal Securities Transactions Disclosure Account Reviews Account Statements and Reports Client Referrals Financial Information Customer Privacy Policy Notice 1 2 3 4 4 6 6 6 7 7 7 7 7 7 8 8 8 9 9 9 10 10 11 12 12 12 12 12 12 13 14 14 14 14 15 15 15 Item 10 © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 3  Item 4 Services, Fees and Compensation Nepsis is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is a corporation formed under the laws of the State of Minnesota. Nepsis offers Portfolio Management Services through a wrap fee management program. We also offer sub-advisory services to other investment advisory firms and research services to unaffiliated third parties. We have an affiliate Registered Investment Advisory firm, Nepsis Advisor Services, Inc. (NAS) and offer our investment management services to clients of NAS. Both Nepsis, Inc. and Nepsis Advisor Services, Inc. perform their services for clients acting as a fiduciary. In our wrap fee management program, the fee for advisory services (including asset management) and transaction cost (including ticket charges) are “wrapped” into one fee. Our Portfolio Management Services are considered a wrap fee program. Whenever a fee is charged for services described in this Wrap Fee Program Brochure, we will receive all or a portion of the fee charged. When making the determination of whether one of the advisory programs available through Nepsis is appropriate for your needs, you should bear in mind that fee-based accounts, when compared with commission-based accounts, often result in lower costs during periods when trading activity is heavier, such as the year an account is established. However, during periods when trading activity is lower, the fee-based account arrangements may result in a higher annual cost for transactions. Thus, depending on a number of factors, the total cost for transactions under a fee account versus a commission account can vary significantly. Factors which affect the total cost include account size, amount of turnover, type and quantities of securities purchased or sold, commission rates and your tax situation. It should also be noted that lower fees for comparable service may be available from other sources. The exact fees and other terms will be outlined in the agreement between you and Nepsis. You should discuss the advantages and disadvantages of fee-based and commission-based accounts with your adviser representative and you should read this Wrap Fee Disclosure Brochure carefully as it explains, in detail, our Portfolio Management Services. Portfolio Management Services We provide discretionary portfolio management services where the investment advice provided is custom tailored to meet your individual needs. Your account will be managed by Nepsis based on your financial situation, investment objectives and risk tolerance. In our portfolio management services, you will be granting us discretion and authority to manage the account. Since you will have authorized us to provide Portfolio Management Services on a discretionary basis, we will make all decisions to buy, sell or hold securities, cash or other investments in your managed account at our sole discretion without consulting with you before making any transactions. You must provide us with written authorization to exercise this discretionary authority and you can place reasonable restrictions and limitations on our discretionary authority. Once the portfolio is constructed, Nepsis provides continuous supervision and re-optimization of the portfolio as changes in market conditions and client circumstances may require. We offer managed accounts with similar management styles for a percentage of assets under management that includes transaction and custodial charges. This program is referred to as a wrap fee program. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 4  We recommend that your assets to be allocated to our portfolio management services be maintained in an account with Pershing, LLC member FINRA/SIPC. They are the qualified custodian for all accounts established through our Portfolio Management Services Program. You will appoint Nepsis as your investment adviser of record on specified accounts. Your account will consist only of separate account(s) held by the qualified custodian under your name. Nepsis does not act as custodian and does not have direct access to your funds and securities except to have advisory fees deducted from your account with your prior written authorization. The qualified custodian will maintain physical custody of all funds and securities in your Account, and you will retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) for your account. Typically, asset management fees are deducted from your managed account, and you must provide the custodian holding your assets with written authorization to have the fees deducted and paid directly to us. If required by the client, Nepsis also has the ability to invoice you directly for all asset management fees. At least quarterly, the custodian sends you a statement showing all disbursements from the account, including any advisory fees deducted. The annual fee for portfolio management services is billed quarterly in advance based on the asset value at the end of the previous quarter. Fees will be assessed pro rata in the event the portfolio management agreement is executed at any time other than the first day of a calendar quarter. Fees are prorated (based on the number of days service is provided during the initial billing period) for your account opened at any time other than the beginning of the billing period. If Portfolio Management Services are commenced in the middle of the billing period, then the prorated fee for that billing period is based on the value of the Account when services commence and is due immediately and will be deducted from Account when services commence. We charge accounts a maximum annual advisory fee of 2.50% of the value of assets under management. This fee is negotiable at our discretion. The Fee to Client may include compensation paid to the Financial Advisor associated with the account. Our services are offered as a wrap fee program. The specific level of services you will receive and the fees you will be charged will be detailed in your advisory services agreement. An additional asset-based pricing fee (ABP) is charged in lieu of paying standard ticket charges for security purchases & sells. That fee is calculated as follows: Assets Under Management From $0 to $75,000 From $75,001 to $2,000,000 From $2,000,001 and above Annual Fees .20% .12% .08% For managed accounts in the Nepsis, Inc. Wrap Fee program, the ABP fee charged by Pershing will be deducted from client accounts by Nepsis, Inc. The client will be responsible for any other miscellaneous and non standard ticket charges imposed by the Custodian. Performance Reporting/Account Maintenance Fees (Per Account) Paid Quarterly are an additional $21.25 and are deducted from your advisory account. incur charges Nepsis believes that its annual fee is reasonable in relation to: (1) services provided and (2) the fees charged by other investment advisers offering similar services/programs. However, our annual investment advisory fee may be higher than that charged by other investment advisers offering similar services/programs. In addition to our compensation, you may also imposed at the mutual fund level (e.g., advisory fees and other fund expenses). © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 5  You can choose how to pay your investment advisory fees. The investment advisory fees can be deducted from your account and paid directly to our firm by the qualified custodian(s) of your account or you can pay our firm upon receipt of a billing notice sent directly to you. If you choose to have the investment advisory fees deducted from your account, you must authorize the qualified custodian(s) of your account to deduct fees from your account and pay such fees directly to Nepsis . You should review your account statements received from the qualified custodian(s) and verify that appropriate investment advisory fees are being deducted. The qualified custodian(s) will not verify the accuracy of the investment advisory fees deducted. If you choose to pay the fees after receiving a statement, fees are due upon your receipt of a billing notice sent directly to you. The billing notice will detail the formula used to calculate the fee, the assets under management and the time period covered. Fees for the services of our firm will be due immediately after your receipt of the billing notice. You may incur certain charges imposed by third parties other than Nepsis in connection with investments made through your account including, but not limited to, mutual fund sales loads, 12(b)-1 fees and surrender charges, variable annuity fees and surrender charges, IRA and qualified retirement plan fees, and charges imposed by the qualified custodian(s) of your account. Management fees charged by Nepsis are separate and distinct from the fees and expenses charged by investment company securities that may be recommended to you. A description of these fees and expenses are available in each investment company security’s prospectus. The Portfolio Management Services continue in effect until terminated by either party (i.e., Nepsis or you) by providing written notice of termination to the other party. Any prepaid, unearned fees will be promptly refunded by Nepsis to you. Fee refunds will be determined on a pro rata basis using the number of days services are actually provided during the final period. BlockTrading We may elect to purchase or sell the same securities for several clients at approximately the same time. This process is referred to as aggregating orders, batch trading or block trading and is used by our firm when Nepsis believes such action may prove advantageous to clients. If and when we aggregate client orders, allocating securities among client accounts is done on a fair and equitable basis. Typically, the process of aggregating client orders is done in order to achieve better execution, to negotiate more favorable commission rates or to allocate orders among clients on a more equitable basis in order to avoid differences in prices and transaction fees or other transaction costs that might be obtained when orders are placed independently. Under this procedure Nepsis will calculate the average price and transaction charges for each transaction included in a block order and assign the average price and transaction charge to each allocated transaction executed for the client’s account. If and when we determine to aggregate client orders for the purchase or sale of securities, including securities in which Nepsis or our associated persons may invest, we will do so in accordance with the parameters set forth in the SEC No-Action Letter, SMC Capital, Inc. Neither we nor our associated persons receive any additional compensation as a result of block trades. Suitability and Investment Strategy Nepsis will assist clients in determining their objective(s), investment strategy, and investment suitability, prior and subsequent to opening an Asset Management account. Clients must contact us to notify of any changes in their investment objective(s) and/ or financial situation. Investment strategies used to implement investment advice include, but are not necessarily limited to, long term purchases (investments held at least a year); and short-term purchases (investments sold within a year). Client Assets Managed by Nepsis, Inc. We manage client assets. As of December 17, 2025, we managed $344,509,038 of client assets. All of the client assets are managed on a discretionary basis. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 6  Item 5 Account Requirements and Types of Clients Minimum Account Size We require a minimum of $500,000 to open and maintain an advisory account. We may waive this requirement at our discretion if, for example, the Client appears to have significant potential for increasing assets under our management. However, all clients are required to execute an agreement for services in order to establish a client arrangement with Nepsis. Types of Accounts Nepsis generally provides investment advice to the following types of clients: • Individuals • High net worth individuals • Pension and profit sharing plans • Trusts, estates, or charitable organizations You are required to execute a written agreement with Nepsis specifying the particular advisory services in order to establish a client arrangement with Nepsis. Item 6 Portfolio Manager Selection and Evaluation Nepsis and its Investment Adviser Representatives act as the portfolio manager(s) for accounts receiving our Portfolio Management Services which is offered as a wrap fee program. For this service, we do not allow the use of portfolio managers that are not associated with Nepsis. In other words, the only portfolio managers selected for managing client assets for our Portfolio Management Services are Investment Adviser Representatives of Nepsis. Therefore, conflicts of interest present in other wrap fee programs that make available both affiliated and unaffiliated portfolio managers are not present in our wrap fee program. Because our Portfolio Management Services program does not provide for outside portfolio managers, we do not have procedures designed to select outside portfolio managers. Participation in Wrap Fee Programs Nepsis offers portfolio management services through a wrap fee management program. In our wrap fee management program, the fee for advisory services (including portfolio management or advice regarding selecting other investment advisers) and transaction services are provided for one fee. Whenever a fee is charged to a client for services described in this Wrap Fee Program Brochure, we will receive all or a portion of the fee charged. General Description of Other Advisory Services The following are descriptions of the primary advisory services of Nepsis. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and Nepsis before we can provide you the services described below. Financial Planning & Consulting Services Nepsis offers financial planning services, which involve preparing a written financial plan covering specific or multiple topics. We provide full written financial plans, which typically address the following topics: Retirement Planning, Tax Planning, and Education Planning. When providing financial planning and consulting services, the role of your investment adviser representative is to find ways to help you understand your overall financial situation and help you set financial objectives. Written financial plans prepared by us under this Agreement do not include specific recommendations of individual securities. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 7  We also offer consultations in order to discuss financial planning issues when you do not need a written financial plan. We offer a one-time consultation, which covers mutually agreed upon areas of concern related to investments or financial planning. We also offer “as-needed” consultations, which are limited to consultations in response to a particular investment or financial planning issue raised or request made by you. Under an “as-needed” consultation, it will be incumbent upon you to identify those particular issues for which you are seeking our advice or consultation on. Our financial planning and consulting services do not involve implementing any transaction on your behalf or the active and ongoing monitoring or management of your investments or accounts. You have the sole responsibility for determining whether to implement our financial planning and consulting recommendations. To the extent that you would like to implement any of our investment recommendations through Nepsis or retain Nepsis to actively monitor and manage your investments, you must execute a separate written agreement with Nepsis for our Portfolio Management Services. Sub-advisory Services We offer sub-advisory services to other investment advisory firms. When doing so, we will provide the other investment advisory firm, or its clients, with investment research or suggested trades. We may have investment discretion for the other advisory firm’s clients. The advice we give to these clients may be similar or identical to the advice we give you. Research Services Nepsis offers a variety of research services, including Research & Analysis, Portfolio Analytics, and Speaking Services. Ou r Research Services are designed for other financia l advisors. These services are described below. 1. 1. Research & Analysis that includes macro market commentary and is distributed in several documents.. a. Weekly Market Recap Word document known as “The Spotlight” b. Monthly global topical research Word document known as “The BLOG” c. Quarterly Economic Update PowerPoint known as “Economic Update & Market Outlook” 2. Portfolio Analytics includes the development of mutual fund, variable annuity, and ETF model portfolios. a. Quarterly written summary in Word document of each fund category, why we have chosen each option, and if any changes are warranted. b. Quarterly Fund Rankings Excel Spreadsheet Stoplight report highlighting the ranking of each fund, the return of each model and how they performed vs. the market. c. Morningstar Report of each model and each fund option. 3. Speaking Services which includes educational workshops to the public and CE classes for Kaplan University a. Financial Representatives may hire our representatives to speak at client educational workshops. b. Kaplan University may hire our representatives to teach Asset Allocation & Beyond to their Continuing Education classes. Limits Advice to Certain Types of Investments Nepsis provides investment advice on the following types of investments: • Mutual Funds • Exchange Traded Funds (ETFs) • Variable Annuities • Variable Life Insurance • Equities and Bonds © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 8  Although we generally provide advice only on the products previously listed, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. It is not our typical investment strategy to attempt to time the market, but we may increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. We may modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. Tailor Advisory Services to Individual Needs of Clients Nepsis’ advisory services are always provided based on your individual needs. This means, for example, that when we provide Portfolio Management Services, you are given the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. We will not enter into an investment adviser relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Performance-Based Fees and Side-By-Side Management Performance-based fees are defined as fees based on a share of capital gains on or capital appreciation of the assets held in a client’s account. Nepsis does not charge or accept performance-based fees. Methods of Analysis Nepsis uses the following methods of analysis in formulating investment advice: Charting – This is a set of techniques used in technical analysis in which charts are used to plot price movements, volume, settlement prices, open interest, and other indicators, in order to anticipate future price movements. Users of these techniques, called chartists, believe that past trends in these indicators can be used to extrapolate future trends. Charting is likely the most subjective analysis of all investment methods since it relies on proper interpretation of chart patterns. The risk of reliance upon chart patterns is that the next day’s data can always negate the conclusions reached from prior days’ patterns. Also, reliance upon chart patterns bears the risk of a certain pattern being negated by a larger, more encompassing pattern that has not shown itself yet. Fundamental – This is a method of evaluating a security by attempting to measure its intrinsic value by examining related economic, financial and other qualitative and quantitative factors. Fundamental analysts attempt to study everything that can affect the security’s value, including macroeconomic factors (like the overall economy and industry conditions) and individually specific factors (like the financial condition and management of a company). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security’s current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). Fundamental analysis is considered to be the opposite of technical analysis. Fundamental analysis is about using real data to evaluate a security’s value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. The risk associated with fundamental analysis is that it is somewhat subjective. While a quantitative approach is possible, fundamental analysis usually entails a qualitative assessment of how market forces interact with one another in their impact on the investment in question. It is possible for those market forces to point in different directions, thus necessitating an interpretation of which forces will be dominant. This interpretation may be wrong and could therefore lead to an unfavorable investment decision. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 9  Technical – This is a method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical analysts do not attempt to measure a security’s intrinsic value, but instead use charts and other tools to identify patterns that can suggest future activity. Technical analysts believe that the historical performance of stocks and markets are indications of future performance. Technical analysis is even more subjective than fundamental analysis in that it relies on proper interpretation of a given security’s price and trading volume data. A decision might be made based on a historical move in a certain direction that was accompanied by heavy volume; however, that heavy volume may only be heavy relative to past volume for the security in question, but not compared to the future trading volume. Therefore, there is the risk of a trading decision being made incorrectly, since future trading volume is an unknown. Technical analysis is also done through observation of various market sentiment readings, many of which are quantitative. Market sentiment gauges the relative degree of bullishness and bearishness in a given security, and a contrarian investor utilizes such sentiment advantageously. When most traders are bullish, then there are very few traders left in a position to buy the security in question, so it becomes advantageous to sell it ahead of the crowd. When most traders are bearish, then there are very few traders left in a position to sell the security in question, so it becomes advantageous to buy it ahead of the crowd. The risk in utilization of such sentiment technical measures is that a very bullish reading can always become more bullish, resulting in lost opportunity if the money manager chooses to act upon the bullish signal by selling out of a position. The reverse is also true in that a bearish reading of sentiment can always become more bearish, which may result in a premature purchase of a security. There are risks involved in using any analysis method. To conduct analysis, Nepsis gathers information from financial newspapers and magazines, inspection of corporate activities , research materials prepared by others, corporate rating services, timing services, annual reports, prospectuses and filings with the SEC, and company press releases. Investment Strategies Nepsis® uses the following investment strategies when managing client assets and/or providing investment advice: • Long term Purchases. Investments held at least a year. • Short term Purchases. Investments sold within a year. Risk of Loss Past performance is not indicative of future results. Therefore, you should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, mutual funds, and bonds, etc.) involves risk of loss. Further, depending on the different types of investments there may be varying degrees of risk. You should be prepared to bear investment loss including loss of original principal. Because of the inherent risk of loss associated with investing, our firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. There are certain additional risks associated with investing in securities through our investment management program, as described below: • Market Risk – Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of client investments. This is also referred to as systemic risk. • Equity (Stock) Market Risk – Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 10  • Company Risk – When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. • Fixed Income Risk – When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. • Options Risk – Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. • ETF and Mutual Fund Risk – When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. You will also incur brokerage costs when purchasing ETFs. • Management Risk – Your investment with our firm varies with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment will decrease. Voting Client Securities Nepsis does not votes proxies on behalf of Clients. Since we do not accept the proxy voting responsibility for any proxy notices it will be your responsibility to vote all proxies for securities held in the Account. You will receive proxies directly from the qualified custodian or transfer agent; we will not provide you with the proxies. You are encouraged to read through the information provided with the proxy-voting documents and to make a determination based on the information provided. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 11  Item 7 Client Information Provided to Portfolio Managers Only Investment Adviser Representatives of Nepsis serve as portfolio managers for our Portfolio Management Services Program. Our associated Investment Adviser Representatives are responsible for gathering all information provided by you. We will interview and work with you to gather all information needed relative to your investment objectives and needs in order to provide management services through our Portfolio Management Services Program. You are responsible for promptly contacting your Investment Adviser Representative to notify us of any changes to your financial situation that will impact or materially influence the way we manage your accounts. Since we do not use any outside portfolio managers, we do not share your information with any outside portfolio managers. Item 8 Client Contact with Portfolio Managers Only Investment Adviser Representatives of Nepsis serve as portfolio managers for our Portfolio Management Services Program. There are no restrictions placed on your ability to contact and consult with our portfolio managers. It is the policy of Nepsis to provide for open communications between the Investment Adviser Representatives and clients . You are encouraged to contact your Investment Adviser Representative whenever you have questions about the management of your account(s). Item 9 Additional Information Disciplinary Information We have no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our business or the integrity of our management. Other Financial Industry Activities and Affiliates Nepsis® is not and does not have a related person that is a broker/dealer, municipal securities dealer, government securities dealer or broker, an investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund), a futures commission merchant, commodity pool operator, or commodity trading advisor, a banking or thrift institution, an accountant or accounting firm, a lawyer or law firm, a pension consultant, a real estate broker or dealer, and a sponsor or syndicator of limited partnerships. We are an independent registered investment adviser and only provide investment advisory services. We are not engaged in any other business activities and offer no other services except those described in this Disclosure Brochure. However, while we do not sell products or services other than investment advice, our representatives may sell other products or provide services outside of their role as investment adviser representatives with Nepsis. We also have an affiliate, Nepsis Retirement Services, Inc., which is not a registered investment advisory firm, but which provides third party administration and consulting services for qualified retirement plans such as 401(k)s. Insurance Agency/Agents We have created an affiliate company - Nepsis Insurance Services, Inc. as an insurance agency in the state of Minnesota. You may work with your investment adviser representative in his or her separate capacity as an insurance agent though the Nepsis agency. When acting in his or her separate capacity as an insurance agent, the investment adviser representative may sell, for commissions, general disability insurance, life insurance and annuities to you. As such, your investment adviser representative in his or her separate capacity as an insurance agent, may suggest that you implement recommendations of Nepsis by purchasing disability insurance, life insurance or annuities. This receipt of commissions creates an incentive for the representative to recommend those products for which your investment adviser representative will receive a commission in his or her separate capacity as an insurance agent. Consequently, the advice rendered to you could be biased. You are under no obligation to implement any insurance or annuity transaction through your investment adviser representative. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 12  Other Business Activity of the Company Principal For the time period of May 2013 to May 2016 (while Ecoark was a private company) the company president, Mark Pearson was a member of the advisory board of Ecoark Holdings, Inc. As a member of the Advisory Board Mr. Pearson was compensated with 62,500 shares of Ecoark stock as compensation for advising Ecoark management on strategic decisions and direction for the company, including the purchase of Zest Labs, Inc. Significant positions of Ecoark Holdings, Inc stock have been included in client’s investment advisory portfolios managed by Nepsis on a discretionary basis. Nepsis clients have also invested in the shares of Ecoark Holdings, Inc. outside of their managed accounts. The receipt of the shares of stock as compensation created a conflict of interest for Mr. Pearson since he was providing advice on the strategic direction of the company. Mr. Pearson addressed this conflict of interest at the time by only placing the shares of Ecoark Holdings, Inc in to the portfolios of clients whose financial situations and risk tolerance were suitable for an investment in to a private and speculative stock position. Because of Mark Pearson’s extensive experience investing in companies based in China, on November 15, 2016 Mark Pearson entered into a consulting agreement with China Rapid Finance Limited that terminated on March 15, 2017. The purpose of the consulting agreement was to assist analysts, shareholders and management of China Rapid Finance with the following: 1. Formulation of certain investor communications as well as assisting the company with managing investor relations. 2. Assist the Company with the conduct of market analysis by the company. 3. Assist the Company with analyzing the effect trends in the People’s Republic of China market on the U.S. 4. Assist the Company with performing an investment feasibility analysis. 5. Providing expertise on Chinese Companies/ Stocks and input/ insights on valuation methodology and market opportunity. Mr. Pearson will supply White River Energy Corp. with detailed analytical reports in exchange for a fixed consulting fee and shares of WTRV stock. Mr. Pearson has also personally invested in the securities issued by White River Energy Corp. Due to the personal relationship the Pearson Family has with the Chairman and CEO of White River Energy Corp., and its’ related companies, from time- to-time business transactions occur jointly. Some transactions may include personal loans. Mr. Pearson also has invested securities issued by White River in the managed portfolios of clients of Nepsis Inc. Currently, Nepsis, Inc. holds a significant ownership interest in White River Energy Corp. Mr. Pearson along with Nepsis associates recommends clients and prospective clients of Nepsis to invest directly in individual well developments as they come available through White River Energy Corp. His position of outside consultant and personal investor in White River Energy and his firm, Nepsis, being a large shareholder of White River Energy Corp., creates a significant conflict of interest that is mitigated by only recommending utilizing White River Energy Corp. securities in the portfolios of suitable Nepsis clients that have received an explanation of the conflicts and have agreement to the transaction. Additionally, Mr. Pearson and family entities invest in oil opportunities. Those opportunities may be made available to Nepsis clients and prospective clients when suitable and appropriate. In January 2023 Mark Pearson, President of Nepsis Inc. purchased a CPA firm and branded the company as Nepsis Tax Solutions, LLC. If any of the Nepsis Tax Solutions, LLC. accounting clients need assistance with advisory matters, they will be referred to Nepsis. Nepsis Tax Solutions, LLC. does not provide advisory services to Nepsis, Inc.’s clients and does not receive advisory fees. This is a conflict due to Mr. Pearson’s ownership of both Nepsis, Inc and Nepsis Tax Solutions, LLC. While Nepsis Tax Solutions, LLC. is not directly compensated for accounting client referrals, as one of Advisor’s owners Mr. Pearson receives profits earned by the Nepsis Tax Solutions, LLC. Nepsis, Inc. may also refer advisory clients needing assistance with accounting matters to Nepsis Tax Solutions, LLC. Investment Advisor Representatives of Nepsis can receive referral compensation for referring advisory clients to Nepsis Tax Solutions, LLC. This also is a conflict of interest which is mitigated by only referring clients that could benefit from the services provided by Nepsis Tax Solutions, LLC and the fact that clients are not obligated to use Nepsis Tax Solutions, LLC. for accounting services. Nepsis Tax has entered into an agreement to sell Tax Credits on behalf of White River Energy Corp. Due to this arrangement Mr. Pearson, his family, Nepsis Inc. and its IAR's may receive compensation for the sale of these tax credit purchases. In April 2024 Mark Pearson entered into an agreement with White River Energy Corp. to sell Tax Credits for which Nepsis Tax Advisors, LLP. was established for the purposes of receiving income from the sale of tax credits from White River Energy Corp. As part of the compensation for selling tax credits, Nepsis Tax Advisors, LLP has received tax credits from White River Energy Corp. This creates a significant conflict of interest that is mitigated by only recommending White River Energy Corp. Tax Credits to clients that could benefit from tax credits; and the fact that clients are not obligated to purchase the tax credits. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 13  Interest in Client Transactions and Code of Ethics According to the Investment Advisers Act of 1940, an investment adviser is considered a fiduciary and has a fiduciary duty to all clients. Nepsis has established a Code of Ethics to comply with the requirements of Section 204(A)-1 of the Investment Advisers Act of 1940 that reflects its fiduciary obligations and those of its supervised persons. The Code of Ethics also requires compliance with federal securities laws. The Code of Ethics covers all individuals that are classified as “supervised persons”. All employees, officers, directors and investment adviser representatives are classified as supervised persons. Nepsis requires its supervised persons to consistently act in your best interest in all advisory activities. Nepsis imposes certain requirements on its affiliates and supervised persons to ensure that they meet the firm’s fiduciary responsibilities to you. The standard of conduct required is higher than ordinarily required and encountered in commercial business. This section is intended to provide a summary description of the Code of Ethics of Nepsis. If you wish to review the Code of Ethics in its entirety, you should send us a written request and upon receipt of your request, we will promptly provide a copy of the Code of Ethics to you. Affiliate and Employee Personal Securities Transactions Disclosure Nepsis or associated persons of the firm may buy or sell for their personal accounts, investment products identical to those recommended to clients. This creates a potential conflict of interest. It is the express policy of Nepsis that all persons associated in any manner with our firm must place clients’ interests ahead of their own when implementing personal investments. Nepsis and its associated persons will not buy or sell securities for their personal account(s) where their decision is derived, in whole or in part, by information obtained as a result of employment or association with our firm unless the information is also available to the investing public upon reasonable inquiry. We are now and will continue to be in compliance with applicable state and federal rules and regulations. To prevent conflicts of interest, we have developed written supervisory procedures that include personal investment and trading policies for our representatives, employees and their immediate family members (collectively, associated persons): • Associated persons cannot prefer their own interests to that of the client. • Associated persons cannot purchase or sell any security for their personal accounts prior to implementing transactions for client accounts. • Associated persons cannot buy or sell securities for their personal accounts when those decisions are based on information obtained as a result of their employment, unless that information is also available to the investing public upon reasonable inquiry. • Associated persons are prohibited from purchasing or selling securities of companies in which any client is deemed an “insider”. • Associated persons are discouraged from conducting frequent personal trading. • Associated persons are generally prohibited from serving as board members of publicly traded companies unless an exception has been granted to the Chief Compliance Officer of Nepsis . Any associated person not observing our policies is subject to sanctions up to and including termination. Account Reviews Managed accounts are reviewed at least quarterly. While the calendar is the main triggering factor, reviews can also be conducted at your request. Account reviews will include investment strategy and objectives review and making a change if strategy and objectives have changed. Reviews are conducted by Mark Pearson, with reviews performed in accordance with your investment goals and objectives. Account Statements and Reports For our Portfolio Management Services, you are provided with transaction confirmation notices and regular quarterly account statements directly from the qualified custodian. Whether reports by an outside money manager are provided to you will depend upon the outside money manager. You are encouraged to always compare any reports or statements provided by us, a sub-adviser or third-party money manager against the account statements delivered from the qualified custodian. When you have questions about your account statement, you should contact our firm and the qualified custodian preparing the statement. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 14  Client Referrals Outside persons, called Sub-Advisors, who are directly responsible for bringing a Client to us, may receive compensation from Nepsis. Such agreements will comply with the requirements set out in Rule 206(4)-3 of the Investment Advisers Act of 1940, including the requirement that the relationship between the sub-advisor and the investment adviser be disclosed to you at the time of the solicitation or referral. Under these arrangements, you do not pay higher fees than our typical advisory fees. We enter into marketing arrangements with affiliated and unaffiliated investment advisory firms pursuant to which representatives of their firms, offer our services to the public. Through these arrangements, we will pay a cash referral fee both to the solicitor and to the firm based on a percentage of our advisory fee under the terms of a written agreement. The amount of the fee may vary depending on the agreement executed with the firm. Those firms may in turn share a portion of the referral fee with other individuals or entities from whom the referral was generated In any case, applicable state laws may require these persons to become licensed either as our representatives or as an independent investment adviser representative. We will request that our clients acknowledge this sub-advisory arrangement prior to acceptance of the Clients’ account for advisory services. When a client is referred to us by a referring party, the referring party provides the client with a copy of our Disclosure Brochure as required by the Investment Advisers Act of 1940. The client also will complete a Sub-Advisory Disclosure Statement document. If the referring party is an unaffiliated registered investment adviser firm, then the client will also receive a copy of the referring party’s Form ADV Part 2 Disclosure Brochure. If a referred client enters into an investment advisory agreement with Nepsis, a referral fee is paid to the referring party. The referral relationship will not result in clients being charged any fees over and above the normal advisory fees charged for the advisory services provided. The referral agreements between Nepsis and referring parties are in compliance with state and federal securities rules regarding paid solicitor arrangements. Financial Information Nepsis does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for the most recent fiscal year. We are not subject to a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Finally, Nepsis has not been the subject of a bankruptcy petition at any time. Item 10 Customer Privacy Policy Notice Protecting Client privacy is very important to Nepsis. We view protecting your private information as a top priority and pursuant to the requirements of the Gramm-Leach Bliley Act, the firm has instituted policies and procedures to ensure that customer information is kept private and secure. Nepsis does not disclose any nonpublic personal information about its customers or former customers to any nonaffiliated third parties, except as permitted or required by law. In the course of servicing a Client’s account, Nepsis may share some information with its service providers, such as transfer agents, custodians, broker-dealers, accountants and lawyers. Nepsis® restricts internal access to nonpublic personal information about the client to those employees who need to know that information in order to provide products or services to the Client. As emphasized above, it has always been and will always be the firm’s policy never to sell information about current or former customers or their accounts to anyone. It is also the firm’s policy not to share information unless required to process a transaction, at the request of a customer, or as required by law. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 15  For more information contact: Nepsis, Inc. (952) 746-2003 • Fax: (952) 746-2006 Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 www.Nepsis.com ©Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. “Invest With Clarity®”, “Better Wealth. Better Life.®", “Investing With Clarity®”, “Planning With Clarity®”, “It’s All About Clarity®”, “Advising With Clarity®”, “Retiring With Clarity®”, “Living With Clarity®”, “The Road to Nepsis®”, “Process Before Progress®”, “The Headline vs The Bottom Line®”, and “Strategic Cost Averaging®” are trademarks of Nepsis, Inc. www.Nepsis.com 

PART 2A Form ADV Firm Brochure January 2026 This brochure provides information about the qualifications and business practices of Nepsis, Inc. If you have any questions about the contents of this brochure, please contact us at (952) 746-2003. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Nepsis, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov. Please note that registration as an investment advisory firm does not imply a certain level of skill or training. www.Nepsis.com  Item 2 Material Changes The following material changes have been made since our last required annual amendment to this disclosure brochure was submitted in March 2025: • The firm has provided additional details concerning the other business activities of our company President, Mark Pearson. Please refer to Item 10 - Other Financial Industry Activities and Affiliations for more specific information concerning the activities and the conflict of interest that exist. We will ensure that you receive a summary of any material changes to this and subsequent Wrap Fee Program Disclosure Brochures within 120 days after our firm’s fiscal year ends. Our firm’s fiscal year ends on December 31, so you will receive the summary of material changes no later than April 30 each year. At that time, we will also offer or provide a copy of the most current Wrap Fee Program Disclosure Brochure. We may also provide other ongoing disclosure information about material changes as necessary. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 2  Table of Contents Item 1 Cover Page Material Changes Item 2 Table of Contents Item 3 Advisory Business Item 4 About the Firm Description of Advisory Services Portfolio Management Services Client Assets Managed by Nepsis, Inc. Financial Planning Services Sub-advisory Services Research Services Item 5 Fees and Expenses Item 6 Item 7 Item 8 Portfolio Management Fees Fees for Financial Planning and Consulting Fees for Sub-Advisory Services Fees for Research Services Other Fees Associated with Investing Performance-Based Fees and Side-by-Side Management Types of Clients Methods of Analysis, Investment Strategies, and Risk of Loss Primarily Recommend One Type of Security Risk of Loss Item 9 Item 10 Disciplinary Information Other Financial Industry Activities and Affiliations Insurance Agency/Agents Accounting Services Other Business Activity of the Company Principal Item 11 Item 12 Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Brokerage Practices Aggregate Trading Trade Errors Item 13 Review of Accounts Item 14 Review of Accounts Reports to Clients Client Referrals and Other Compensation Accounting Firm Relationship Item 15 Item 16 Item 17 Item 18 Custody Investment Discretion Voting Client Securities Financial Information Privacy Policies Class Action Lawsuits 1 2 3 4 4 4 4 4 4 5 5 6 6 6 7 7 7 7 8 8 8 8 9 10 10 10 10 11 12 12 13 13 13 13 13 13 14 14 15 15 15 15 © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 3  Item 4 Advisory Business About the Firm Nepsis, Inc. is a registered investment advisor located in Minneapolis, Minnesota. We offer investment supervisory services, financial planning and consulting to you, our clients, through our Investment Advisor Representatives. We also offer sub-advisory services to other investment advisory firms and research services to unaffiliated third parties. We have an affiliate Registered Investment Advisory firm, Nepsis Advisor Services, Inc. (NAS) and offer our investment management services to clients of NAS. Both Nepsis, Inc. and Nepsis Advisor Services, Inc. perform their services for clients acting as a fiduciary. Description of Advisory Services Portfolio Management Services We provide discretionary portfolio management services where the investment advice provided is custom tailored to meet your needs and investment objectives. Subject to any written restrictions, which you may choose to provide, you will be granting us discretion and authority to manage the account. Accordingly, we are authorized to perform various functions, at your expense and without your further approval. Such functions include the determination of securities to be purchased and sold and the amount of securities to be purchased and sold. Once the portfolio is constructed, Nepsis provides continuous supervision and re-optimization of the portfolio as changes in market conditions and client circumstances may require. When appropriate, Nepsis may use Sub-Advisors, who are unaffiliated third-party managers, to manage a portion of the client account. Clients receive the Form ADV disclosure brochures of these unaffiliated managers at the time they sign the Advisory Services Agreement. For their services, the Sub-Advisors receive a portion of the collected investment advisory fee. We offer managed accounts with similar management styles for a percentage of assets under management that includes transaction and custodial charges. This program is referred to as a wrap fee program. We receive a portion of the wrap fee for our services. Participation in Wrap Fee Programs Nepsis, Inc. only offers asset management services in a “wrap fee” program. The asset management fee charged for our wrap fee program includes transaction charges and is calculated based upon on a percentage of assets under management. The asset-based transaction fees are charged to Nepsis Inc. by the custodian. The account custodian may charge fees for such things as margin interest, a fee for a retirement account, or a transfer fee apart from the wrap fee program. The total cost of the individual services provided as part of the wrap fee program, if purchased separately, could be more or less than the costs of each respective program. Cost factors may include your ability to: invest and rebalance the selected investments without the payment of a sales charge, and • obtain the services provided within the programs separately with respect to the selection of investments, • • obtain performance reporting comparable to those provided within each program. Client Assets Managed by Nepsis, Inc. We manage client assets. As of December 17, 2025, we managed $344,509,038 of client assets. All of the client assets are managed on a discretionary basis. Financial Planning Services We offer financial planning and consulting services to you regarding the management of your financial resources based upon an analysis of your individual needs. Our Investment Advisor Representatives who are qualified to provide financial planning services will advise on matters involving investments and non-investment related topics. Advice may cover tax planning, estate planning, retirement planning, college and education planning, among others. Once all pertinent information has been collected, reviewed, and analyzed, a written financial plan – focused on achieving your stated financial goals and objectives may be presented to you. The primary objective of this process is to allow us to assist you in developing a strategy for the successful management of income, assets and liabilities in meeting your financial goals and objectives. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 4  Financial plans are based on financial information you provide to us. We rely on you to verify the accuracy of your information. Certain assumptions may be made with respect to interest and inflation rates and use of past trends and performance of the market and economy. Past performance is in no way an indication of future performance. We cannot offer any guarantees or promises that your financial goals and objectives will be met. As your financial situation, goals, objectives, or needs change, you must notify Nepsis promptly. We also offer consultation services in order to discuss investment, financial market and financial planning issues when you do not need a written financial plan. We also offer “as-needed” consultations, which are limited to consultations in response to a particular investment or financial planning issue raised or request made by you. Under an “as-needed” consultation, it will be incumbent upon you to identify those particular issues for which you are seeking our advice or consultation on. Our financial planning and consulting services do not involve implementing any transaction on your behalf or the active and ongoing monitoring or management of your investments or accounts. You have the sole responsibility for determining whether to implement our financial planning and consulting recommendations. To the extent that you would like to implement any of our investment recommendations through Nepsis or retain Nepsis to actively monitor and manage your investments, you must execute a separate written agreement with Nepsis for our asset management services. Sub-advisory Services We offer sub-advisory services to other investment advisory firms. When doing so, we will provide the other investment advisory firm, or its clients, with investment research or suggested trades. We may have investment discretion for the other advisory firm’s clients. The advice we give to these clients may be similar or identical to the advice we give you. Research Services We offer a variety of research services, including Research & Analysis, Portfolio Analytics, and Speaking Services. Our Research Services are designed for other financial advisors. These services are described below. 1. Research & Analysis that includes macro market commentary and is distributed in several documents. a. Weekly Market Recap Word document known as “The Spotlight” b. Monthly global topical research Word document known as “The BLOG” c. Quarterly Economic Update PowerPoint known as “Economic Update & Market Outlook” 2. Portfolio Analytics includes the development of mutual fund, variable annuity and ETF model portfolios a. Quarterly written summary in Word document of each fund category, why we have chosen each option, and if any changes are warranted. b. Quarterly Fund Rankings Excel Spreadsheet Stoplight report highlighting the ranking of each fund, the return of each model and how they performed vs. the market c. Morningstar Report of each model and each fund option 3. Speaking Services which includes educational workshops to the public and CE classes for Kaplan University a. Financial Representatives may hire our representatives to speak at client educational workshops b. Kaplan University may hire our representatives to teach Asset Allocation & Beyond to their Continuing Education classes © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 5  Item 5 Fees and Expenses Portfolio Management Fees Typically, asset management fees are deducted from your managed account, and you must provide the custodian holding your assets with written authorization to have the fees deducted and paid directly to us. If required by the client, Nepsis also has the ability to invoice you directly for all asset management fees. At least quarterly, the custodian sends you a statement showing all disbursements from the account, including any advisory fees deducted. The annual fee for portfolio management services is billed quarterly in advance based on the asset value at the end of the previous quarter. Fees will be assessed pro rata in the event the portfolio management agreement is executed at any time other than the first day of a calendar quarter. We charge accounts a maximum annual advisory fee of 2.50% of the value of assets under management. This fee is negotiable at our discretion. Our services are offered as a wrap fee program. The specific level of services you will receive and the fees you will be charged will be specified in your advisory services agreement. An additional asset-based pricing fee (ABP) is charged in lieu of paying standard ticket charges for security purchases & sells That fee is calculated as follows: From 0$ to $75,000, the fee is .20% of assets under management (AUM) From $75,001 to $2,000,000, the fee is .12% of AUM. From $2,000,001 and Above, the fee is .08% of AUM. For managed accounts in the Nepsis, Inc. Wrap Fee program, the ABP fees charged by Pershing will be deducted from client accounts by Nepsis, Inc. The client will be responsible for any other miscellaneous and non standard ticket charges imposed by the Custodian Performance Reporting/ Account Maintenance Fee (Quarterly per account): $21.25 Performance Reporting/ Account Maintenance Fees are deducted from your advisory account. You may terminate the portfolio management agreement within five days of the date of execution without penalty. After the five-day period, either of us may terminate the portfolio management agreement by providing written notice to the other party. In the event the portfolio management agreement is terminated during a calendar quarter, portfolio management fees will be pro-rated and if a refund is due, it will be paid back into the account. The Firm previously offered different fee schedules and some Clients may have arrangements other than what we list in this document. When making cost comparisons, clients should be aware that the combination of multiple mutual fund investments, advisory services, custodial and brokerage services available through each program may not be available separately or may require multiple accounts, documentation and fees. If an account is actively traded or if the client otherwise does not qualify for reduced sales charges for fund purchases, the fees may be less expensive than separately paying the sales charges and advisory fees. If an account is not actively traded or the client otherwise would qualify for reduced sales charges, the fees in these programs may be more expensive than if utilized separately. Fees for Financial Planning and Consulting Clients that contract with us for financial planning and consulting services will be charged based upon our hourly rate of $250 (subject to adjustment over time) or as a fixed fee agreed upon at the time you sign the investment advisory agreement. The fees for financial planning services are billed to you upon completion of the contracted services and are due and payable at that time. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 6  Nepsis provides financial consulting services under a fixed fee arrangement. A mutually agreed upon fixed fee is charged for consulting services under this arrangement. The fixed fee charged by Nepsis for consulting services will range from a minimum fee of $5,000 up to a maximum fee that is negotiable depending the services to be performed and the complexity of the clients situation, The amount of the fixed fee for your engagement is specified in your agreement with Nepsis. Upon completion for the consulting services the fixed fee is considered earned by Nepsis and any unpaid amount is immediately due. You may terminate the financial planning agreement within five days of the date of execution without penalty. After the five-day period, either party may terminate the agreement by providing written notice to the other party. In the event you terminate the agreement after five days of execution, you will only be charged for the portion of work Nepsis has performed. You may act on our recommendations by placing securities transactions with any brokerage firm you choose. You are under no obligation to act on our financial planning recommendations. Moreover, if you elect to act on any of the recommendations, you are under no obligation to implement the financial plan through us. Fees for Sub-Advisory Services For our sub-advisory service, we receive a portion of the investment advisory fee from the third- party advisor. Fees for Research Services Our research services are available for the following costs; but are subject to change based on the amount of time involved and the complexity of the research. For those clients wishing only to pay for basic services, the following schedule is typical. These fees are payable monthly, in advance. 1. Research & Analysis costs $1500 per year 2. Portfolio Analytics costs $4500 per year 3. Speaking Services cost $1000 per educational workshop and $400 per Kaplan University Class Other Fees Associated with Investing Our advice may include investment in mutual funds. All fees we receive for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds (described in each fund’s prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. Further, there are transaction charges involved with purchasing or selling of securities. Nepsis does not share in any portion of the brokerage fees or transaction charges imposed by the custodian holding the client funds or securities. You should review all fees charged by mutual funds, Nepsis, and others to fully understand the total amount of fees you will pay. You do not typically pay custodial transaction fees because we offer our portfolio management services as a wrap fee program. Your trading costs are included in the wrap fee. You may be charged a fee for such items as margin interest, a fee for a retirement account, or a transfer fee. Item 6 Performance-Based Fees and Side-by-Side Management We do not accept performance-based fees. Performance-based fees allow the investment advisor to share in profits in client portfolios. We do not perform side-by-side management. In side-by- side management a firm manages a portfolio of securities concurrently with client portfolios. It is our opinion that clients do not usually benefit from side-by-side management. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 7  Item 7 Types of Clients We work with individuals, high net worth individuals, retirement accounts, charities, and other businesses. We require a minimum of $500,000 to open and maintain an advisory account. We may waive this requirement at our discretion if, for example, the Client appears to have significant potential for increasing assets under our management. Item 8 Methods of Analysis, Investment Strategies, and Risk of Loss We advise individual clients regarding the investment management of mutual funds, exchange- traded funds, variable annuities, variable life products, and separate account managers of equities and bonds. Under some circumstances, we may advise clients regarding other securities, such as individual stocks and closed-end funds. Investment strategies and policies as well as risks are included and described in the relevant prospectus and registration statement. We use the following methods of security analysis: • Charting – analysis performed using patterns to identify current trends and trend reversals to forecast the direction of prices. • Fundamental – analysis performed on historical and present data, with the goal of making financial forecasts. • Technical – analysis performed on historical and present data, focusing on price and trade volume, to forecast the direction of prices. We use the following investment strategies when implementing investment advice given to clients: • Long Term Purchases: Securities held at least one year • Short Term Purchases: Securities held less than one year Our primary investment strategies - Long Term Purchases and Short-Term Purchases are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer-term nvestment strategies require a longer investment time period to allow the strategy to potentially develop. Shorter-term investment strategies require a shorter investment time period to potentially develop but as a result of more frequent trading, may incur higher transactional costs when compared to a longer-term investment strategy. Primarily Recommend One Type of Security We do not primarily recommend one type of security to clients. Instead, we recommend any product that may be suitable for each client relative to that client’s specific circumstances and needs. Risk of Loss Past performance is not indicative of future results. Therefore, you should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, mutual funds, and bonds, etc.) involves risk of loss. Further, depending on the different types of investments there may be varying degrees of risk. You should be prepared to bear investment loss including loss of original principal. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 8  Because of the inherent risk of loss associated with investing, our firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. There are certain additional risks associated with investing in securities through our investment management program, as described below: • Market Risk – Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of client investments. This is also referred to as systemic risk. • Equity (stock) Market Risk – Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. • Company Risk. When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. • Fixed Income Risk. When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. • Options Risk. Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. • ETF and Mutual Fund Risk. When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. You will also incur brokerage costs when purchasing ETFs. • Management Risk. Your investment with our firm varies with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment will decrease. Item 9 Disciplinary Information Neither the Firm nor any of our management persons have been involved in any events that are material to a client’s or prospective client’s evaluation of the Firm or the integrity of its management. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 9  Item 10 Other Financial Industry Activities and Affiliations We have an affiliate, Nepsis Advisor Services, Inc., which is also a registered investment advisory firm. The representatives of Nepsis Advisor Services, Inc. may refer business to us for us to manage. This may create a conflict of interest in that we will receive compensation if these related persons refer us assets to manage. We also have an affiliate, Nepsis Retirement Services, Inc., which is not a registered investment advisory firm, but which provides third party administration and consulting services for qualified retirement plans such as 401(k)’s. In 2023 the firm purchased a CPA form and branded the company as Nepsis Tax Solutions LLC. Insurance Agency/Agents We have created an affiliate company - Nepsis Insurance, Inc. and insurance agency in the state of Minnesota. You may work with your investment adviser representative in his or her separate capacity as an insurance agent though the Nepsis agency. When acting in his or her separate capacity as an insurance agent, the investment adviser representative may sell, for commissions, general disability insurance, life insurance and annuities to you. As such, your investment adviser representative in his or her separate capacity an insurance agent, may suggest that you implement recommendations of Nepsis by purchasing disability insurance, life insurance or annuities. This receipt of commissions creates an incentive for the representative to recommend those products for which your investment adviser representative will receive a commission in his or her separate capacity as an insurance agent. Consequently, the advice rendered to you could be biased. You are under no obligation to implement any insurance or annuity transaction through your investment adviser representative. Accounting Services In January 2023 Mark Pearson, President of Nepsis Inc. purchased a CPA firm and branded the company as Nepsis Tax Solutions LLC . If any of the Nepsis Tax Solutions LLC accounting clients need assistance with advisory matters, they will be referred to Nepsis. Nepsis Tax Solutions LLC does not provide advisory services to Nepsis’ clients and does not receive advisory fees. This is a conflict due to Mr. Pearson’s ownership of Nepsis Inc and Nepsis Tax Solutions LLC. While Nepsis Tax Solutions LLC is not directly compensated for accounting client referrals, as one of Advisor’s owners Mr. Pearson receives profits earned by the company. Nepsis, Inc. may also refer advisory clients needing assistance with accounting matters to Nepsis Tax Solutions LLC. Clients are not obligated to use Nepsis Tax Solutions LLC for accounting services, and no referral fees are paid to Nepsis, Inc. if they elect to do so. Please refer to Item 14 – Client Referrals and Other Compensation for a more detailed explanation of the relationship between Nepsis, Inc. and Nepsis Tax Solutions, LLC. Other Business Activity of the Company Principal For the time period of May 2013 to May 2016 (while Ecoark was a private company) the company president, Mark Pearson was a member of the advisory board of Ecoark Holdings, Inc. As a member of the Advisory Board Mr. Pearson was compensated with 62,500 shares of Ecoark stock as compensation for advising Ecoark management on strategic decisions and direction for the company, including the purchase of Zest Labs, Inc. Significant positions of Ecoark Holdings, Inc stock have been included in client’s investment advisory portfolios managed by Nepsis on a discretionary basis. Nepsis clients have also invested in the shares of Ecoark Holdings, Inc. outside of their managed accounts. The receipt of the shares of stock as compensation created a conflict of interest for Mr. Pearson since he was providing advice on the strategic direction of the company. Mr. Pearson addressed this conflict of interest at the time by only placing the shares of Ecoark Holdings, Inc in to the portfolios of clients whose financial situations and risk tolerance were suitable for an investment in to a private and speculative stock position. Because of Mark Pearson’s extensive experience investing in companies based in China, on November 15, 2016 Mark Pearson entered into a consulting agreement with China Rapid Finance Limited that terminated on March 15, 2017. The purpose of the consulting agreement was to assist analysts, shareholders and management of China Rapid Finance with the following: Formulation of certain investor communications as well as assisting the company with managing investor relations. 1. 2. Assist the Company with the conduct of market analysis by the company. 3. Assist the Company with analyzing the effect trends in the People’s Republic of China market on the U.S. 4. Assist the Company with performing an investment feasibility analysis. 5. Providing expertise on Chinese Companies/ Stocks and input/ insights on valuation methodology and market opportunity. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 10  Mr. Pearson will supply White River Energy Corp. with detailed analytical reports in exchange for a fixed consulting fee and shares of WTRV stock. Mr. Pearson has also personally invested in the securities issued by White River Energy Corp. Due to the personal relationship the Pearson Family has with the Chairman and CEO of White River Energy Corp., and its’ related companies, from time-to-time business transactions occur jointly. Some transactions may include personal loans. Mr. Pearson also has invested securities issued by White River in the managed portfolios of clients of Nepsis Inc. Currently, Nepsis, Inc. owns a significant ownership interest in White River Energy Corp. Mr. Pearson along with Nepsis associates recommends clients and prospective clients of Nepsis to invest directly in individual well developments as they come available through White River Energy Corp. His position of outside consultant and personal investor in White River Energy and his firm, Nepsis, being a large shareholder of White River Energy Corp., creates a significant conflict of interest that is mitigated by only recommending utilizing White River Energy Corp. securities in the portfolios of suitable Nepsis clients that have received an explanation of the conflicts and have agreement to the transaction. Additionally, Mr. Pearson and family entities invest in oil opportunities. Those opportunities may be made available to Nepsis clients and prospective clients when suitable and appropriate. in January 2023 Mark Pearson, President of Nepsis Inc. purchased a CPA firm and branded the company as Nepsis Tax Solutions, LLC. If any of the Nepsis Tax Solutions, LLC. accounting clients need assistance with advisory matters, they will be referred to Nepsis. Nepsis Tax Solutions, LLC. does not provide advisory services to Nepsis, Inc.’s clients and does not receive advisory fees. This is a conflict due to Mr. Pearson’s ownership of both Nepsis, Inc and Nepsis Tax Solutions, LLC. While Nepsis Tax Solutions, LLC. is not directly compensated for accounting client referrals, as one of Advisor’s owners Mr. Pearson receives profits earned by the Nepsis Tax Solutions, LLC. Nepsis, Inc. may also refer advisory clients needing assistance with accounting matters to Nepsis Tax Solutions, LLC. Investment Advisor Representatives of Nepsis can receive referral compensation for referring advisory clients to Nepsis Tax Solutions, LLC. This also is a conflict of interest which is mitigated by only referring clients that could benefit from the services provided by Nepsis Tax Solutions, LLC and the fact that clients are not obligated to use Nepsis Tax Solutions, LLC. for accounting services. Nepsis Tax has entered into an agreement to sell Tax Credits on behalf of White River Energy Corp. Due to this arrangement Mr. Pearson, his family, Nepsis Inc. and its IAR's may receive compensation for the sale of these tax credit purchases. In April 2024 Mark Pearson entered into an agreement with White River Energy Corp. to sell Tax Credits for which Nepsis Tax Advisors, LLP. was established for the purposes of receiving income from the sale of tax credits from White River Energy Corp. As part of the compensation for selling tax credits, Nepsis Tax Advisors, LLP has received tax credits from White River Energy Corp. This creates a significant conflict of interest that is mitigated by only recommending White River Energy Corp. Tax Credits to clients that could benefit from tax credits; and the fact that clients are not obligated to purchase the tax credits. Item 11 Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Persons associated with our firm, a related person, or affiliates may buy or sell for their own accounts, the same securities we recommend to you. They may do so at the same time as they, buy or sell the same securities for your account. Associated persons seek to ensure that they do not personally benefit from the short-term market effects of their recommendations to you. We receive information about all of our associate’s transactions and monitor them for any wrongdoing. As discussed in Item 10 Other Financial Industry Activities and Affiliations the President of Nepsis®, Mark Pearson, has relationships with at least 2 investments (Ecoark Holdings and White River Energy) that are included the portfolios of the managed accounts of Nepsis, Inc. These relationships create a serious conflict of interest for Mr. Pearson and clients of the firm. This conflict is mitigated by only recommending utilizing Ecoark and White River Energy Corp. securities in the portfolios of suitable Nepsis clients that have received an explanation of the conflicts and have agreement to the transaction. Associated persons are aware of the rules regarding material non-public information and insider trading. Associated persons may buy or sell a specific security for their own account based on personal investment considerations, which Nepsis, Inc. does not deem appropriate to buy or sell for clients. We have adopted a Code of Ethics to instruct our personnel in their ethical obligations and to provide rules for their personal securities transactions. The Firm and all our personnel owe a duty of loyalty, fairness and good faith to our clients, and the obligation to adhere not only to the specific provisions of the code but also to the general principles that guide the Code. The Code covers a range of topics including general ethical principles, reporting personal securities trading, exceptions to reporting securities trading, reportable securities, initial public offerings and private placements, reporting ethical violations, distribution of the Code, review and enforcement processes, amendments to Form ADV and supervisory procedures. We will provide a copy of the Code to any client or prospective Client upon request. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 11  Item 12 Brokerage Practices We do not receive any research or other products or services other than execution from a broker-dealer or third party in connection with your securities transactions. Nor do we receive any client referrals from a broker-dealer or third party. Nepsis considers a number of factors besides prices and rates including, but not limited to: • Execution capabilities (e.g., market expertise, ease/reliability/timeliness of execution, responsiveness, integration with the fi m’s existing systems, ease of monitoring investments) • Products and services offered (e.g., investment programs, back office services, technology, regulatory compliance assistance, research and analytic services) • Financial strength, stability and responsibility • Reputation and integrity • Ability to maintain confide tiality The firm exercises reasonable due diligence to make certain that best execution is obtained for all clients when implementing any transaction by considering the back-office services, technology and pricing of services offered. We typically recommend Pershing, LLC member FINRA/SIPC, as custodian. We chose them as our main custodians because of their customer service, technology, trade execution, and low client expenses. They have no transaction fees, relatively low custodial fees, provide and document data on best execution basis for our review and monitoring, and provide many client services free of charge. You may instruct us to use one or more particular brokers for the transactions in your accounts. Clients who may want to direct us to use a particular broker should understand that this could prevent us from effectively negotiating brokerage commissions on your behalf. This arrangement may also prevent us from obtaining the most favorable net price and execution. Thus, when directing brokerage business, you should consider whether the commission expenses and execution, clearing and settlement capabilities that you obtain through your broker are adequately favorable in comparison to those that we would otherwise obtain for you. We encourage you to discuss available alternatives with your Investment Advisor Representative. Aggregate Trading We may “bunch” buy or sell orders for two or more clients into a single large order and place the bunched order with a single broker or dealer for execution (referred to as “block trading”). We are not obligated to place all transactions on a “bunched” basis. When determining whether to “bunch” orders, we rely on our judgment as to what course of action is likely to be fair and in the best interests of the relevant accounts on an overall basis. That is, we seek to avoid putting any client account at an advantage or disadvantage compared to our other client accounts that are buying or selling the same security. Block trading is permitted where the following conditions are met: Orders of two or more clients may be bunched only if we have determined, on an individual basis that the securities order is: In the best interests of each client participating in the order; 1. 2. Consistent with our duty to obtain best execution; and 3. Consistent with the terms of the investment Advisory agreement of each participating client. Where conducting a block trade, we will determine the accounts that will participate, and the specific allocations in advance of the transaction. If the entire order is filled, you will receive your portion of the allocation specified on the trade ticket. All allocations are completed prior to the close of business on trade date. Client accounts participating in the transaction will receive the weighted average price of the security and will incur a pro-rata share of the transaction cost, if any. Our books and records separately reflect, for each client for whom an order is bunched, the securities held by, purchased, and sold for that client. Records are retained for a minimum of five (5) years. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 12  Trade Errors From time to time, errors may occur in trading, such as Nepsis personnel entering an incorrect number of shares to be traded or possibly entering an incorrect investment name, symbol or CUSIP number for the transaction. If such an event occurs, Nepsis will be responsible for any loss that might accrue to the Client. Likewise, in the unlikely event of excess gain, Nepsis does not benefit in any way from this as it stays with the custodian. Item 13 Review of Accounts Review of Accounts Mark Pearson, President and Chief Investment Officer generally reviews accounts no less than quarterly. When reviewing accounts, he checks the accuracy of the account holdings, continued suitability of investment products held as well as allocation of investment types and also checks that the account continues to work towards the client’s goals and objectives. While the calendar is the main triggering factor, account reviews are also conducted due to client request, due to a change in client circumstances, large deposits or withdrawals from a client’s account, a change in account holdings or investment objectives or due to unusual market activity or economic conditions. Reports to Clients Nepsis will prepare performance reports for asset management clients on a quarterly basis. In addition, Nepsis, Inc. will seek to assure that you will receive statements directly from your account custodian(s) at least quarterly. Financial planning accounts do not receive any reports other than the financial plan included as a part of the services originally contracted for. Item 14 Client Referrals and Other Compensation Outside persons, called Sub-Advisors, who are directly responsible for bringing a Client to us, may receive compensation from Nepsis. Such agreements will comply with the requirements set out in Rule 206(4)-3 of the Investment Advisers Act of 1940, including the requirement that the relationship between the sub-advisor and the investment adviser be disclosed to you at the time of the solicitation or referral. Under these arrangements, you do not pay higher fees than our typical advisory fees. We enter into marketing arrangements with affiliated and unaffiliated investment advisory firms pursuant to which representatives of their firms, offer our services to the public. Through these arrangements, we will pay a cash referral fee both to the solicitor and to the firm based on a percentage of our advisory fee under the terms of a written agreement. The amount of the fee may vary depending on the agreement executed with the firm. Those firms may in turn share a portion of the referral fee with other individuals or entities from whom the referral was generated. In any case, applicable state laws may require these persons to become licensed either as our representatives or as an independent investment adviser representative. We will request that our clients acknowledge this sub-advisory arrangement prior to acceptance of the Clients’ account for advisory services. Accounting Firm Relationship Please see Item 10, Other Financial Industry Activities and Affiliations, for additional discussion about our affiliation with the accounting firm of Nepsis Tax Solutions, LLC. Clients of Nepsis Tax Solutions, LLC. may be referred to us for advisory services and we may refer advisory clients to Nepsis Tax Solutions, LLC. for accounting services. You are under no obligation to use our services or the services of Nepsis Tax Solutions, LLC. Because of this affiliation, both Nepsis Tax Solutions, LLC. and we have an incentive to recommend each other to clients before recommending other accounting and financial firms. This creates a conflict of interest. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 13  If an advisory client decides to utilize the services of Nepsis Tax Solutions, LLC. for their tax preparation needs, the Advisor who initiated a program in which the firm may pay Nepsis Tax Solutions, LLC. for all or a portion of the tax preparation fees for advisory clients with assets under management of over $250,000. The decision to pay the tax preparation fees on behalf of qualified clients will not be available to all clients and will be solely at the discretion of the Advisor. As disclosed in Item 10 above, Investment Advisor Representatives of Nepsis can receive referral compensation for referring advisory clients to Nepsis Tax Services, LLC. This also is a conflict of interest which is mitigated by only referring clients that could benefit from the services provided by Nepsis Tax Services, LLC and the fact that clients are not obligated to use Nepsis Tax Services, LLC. for accounting services, and no referral fees are paid to Nepsis, Inc. if they elect to do so. Item 15 Custody Custody, as it applies to investment advisors, has been defined as having access or control over client funds and/or securities, but does not include the ability to execute transactions in client accounts. Custody is not limited to physically holding client funds and securities. If an investment advisor has the ability to access or control client funds or securities, the investment advisor is deemed to have custody for purposes of the Investment Advisers Act of 1940 and must ensure proper procedures are implemented. It should be noted that authorization to trade in client accounts is not deemed by regulators to be custody. We are deemed to have custody of client funds and securities whenever we are given the authority to have fees deducted directly from client accounts. In addition, for certain client accounts we have the ability to transfer funds from their managed accounts to designated third parties based upon a standing letter of authorization. The SEC has also deemed this activity to be custody of client assets. However, our procedures are designed to meet the requirements established by the SEC. For accounts where we are deemed to have custody, we have established procedures to ensure all client funds and securities are held at a qualified custodian in a separate account for each client under that client’s name. Clients or an independent representative of the client will direct, in writing, the creation of all accounts and therefore are aware of the qualified custodian’s name, address, and the manner in which the funds or securities are maintained. Finally, account statements are delivered directly from the qualified custodian to each client, or the client’s independent representative, at least quarterly. Clients should carefully review all statements received from the custodian and are urged to carefully compare the custodian statement against reports received from us. When clients have questions about their account statements, they should contact us or the qualified custodian preparing the statement. Item 16 Investment Discretion Asset management services are provided on a discretionary basis only. This means we make all decisions to buy, sell or hold securities, cash or other investments in the managed account at our sole discretion without consulting with you before implementing any transactions. You must provide us with written authorization to exercise this discretionary authority. You can impose reasonable restrictions on the management of your accounts. You may also request the purchase or sale of certain securities. If requesting a purchase or sale, it will be the responsibility of the client to inform Nepsis, Inc. of when you would like the transaction to be placed. When discretionary authority is granted, it is limited. We do not have access to your funds and/or securities with the exception of having advisory fees deducted from your account and paid to us by the account custodian. Any fee deduction is done pursuant to your prior written authorization provided to the account custodian. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 14  Item 17 Voting Client Securities Nepsis does not votes proxies on behalf of Clients. Since we do not accept the proxy voting responsibility for any proxy notices it will be your responsibility to vote all proxies for securities held in the Account. You will receive proxies directly from the qualified custodian or transfer agent; we will not provide you with the proxies. You are encouraged to read through the information provided with the proxy-voting documents and to make a determination based on the information provided. Item 18 Financial Information We have no financial condition that is reasonably likely to impair our ability to meet contractual commitments to you. We do not require or solicit prepayment of more than $1200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for our most recent fiscal year. Finally, we have not been the subject of a bankruptcy petition at any time. Privacy Policies Protecting Client privacy is very important to Nepsis. We view protecting your private information as a top priority and pursuant to the requirements of the Gramm-Leach Bliley Act, the fi m has instituted policies and procedures to ensure that customer information is kept private and secure. Nepsis does not disclose any nonpublic personal information about its customers or former customers to any nonaffiliated third parties, except as permitted or required by law. In the course of servicing a Client’s account, Nepsis may share some information with its service providers, such as transfer agents, custodians, broker-dealers, accountants and lawyers. Nepsis restricts internal access to nonpublic personal information about the client to those employees who need to know that information in order to provide products or services to the Client. As emphasized above, it has always been and will always be the firm’s policy never to sell information about current or former customers or their accounts to anyone. It is also the firm’s policy not to share information unless required to process a transaction, at the request of a customer, or as required by law. Class Action Lawsuits From time to time, securities held in the accounts of Clients will be the subject of class action lawsuits. Nepsis has no obligation to determine if securities held by the Client are subject to a pending or resolved class action lawsuit. Nepsis also has no duty to evaluate a Client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, Nepsis has no obligation or responsibility to initiate litigation to recover damages on behalf of Clients who may have been injured as a result of actions, misconduct or negligence by corporate management of issuers whose securities are held by Clients. Where Nepsis receives written or electronic notice of a class action lawsuit, settlement or verdict affecting securities owned by a Client, it will forward all notices, proof of claim forms and other materials, to the Client. Electronic mail is acceptable where appropriate, and the Client has authorized contact in this manner. © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 (952) 746-2003 • Fax: (952) 746-2006 • www.Nepsis.com 15  For more information contact: Nepsis, Inc. (952) 746-2003 • Fax: (952) 746-2006 Two Meridian Crossings, Suite 400 Minneapolis, MN 55423 www.Nepsis.com © Copyright 2026. Advisory services offered through Nepsis, Inc.: An SEC Registered Investment Advisor. “Investing With Clarity®”, “It’s All About Clarity®”, “Invest With Clarity®”, “Strategic Cost Averaging®” and “The Road to Nepsis®”, are trademarks of Nepsis, Inc. www.Nepsis.com