A. Description of Firm Measured Risk Portfolios, Inc. is a registered investment adviser based in San Diego, California. We are organized as a corporation under the laws of the State of California. We have been in the advisory business since 2007. Larry Kriesmer and Bernard Surovsky are the owners of the firm. Currently, we offer the following investment advisory services, which are personalized to each individual client: 1. Portfolio/Investment Management Services 2. Pension Consulting Services 3. Financial Planning Services 4. Financial Consulting Services As used in this brochure, the words "we", "our" “MRPI” and "us" refer to Measured Risk Portfolios, Inc. and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person or Investment Adviser Representative throughout this Brochure. As used in this Brochure, our Associated Persons or Investment Adviser Representatives are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. B. Description of Advisory Services Offered 1. Investment Management Services MRPI provides ongoing discretionary management services to our advisory clients with managed accounts. The Firm interviews clients to gather information regarding overall investment objectives, goals, and risk tolerance to help determine the appropriate model portfolio for the client’s managed account assets. It is of beneficial interest to the advisory client to provide accurate and candid information and promptly inform the IAR of any material changes in their circumstances so the IAR can evaluate if investment adjustments to the client’s managed account(s) are necessary. The Firm does not and will not assume responsibility for the accuracy of the information provided by the client. Advisory clients may impose restrictions on investing in certain securities or types of securities in their managed accounts. Client managed account assets are then invested and managed based on a model portfolio of securities that appears to be most suitable to the client’s investment objectives and strategy determined for those account assets. While we will customize the model portfolios, for example to help ensure suitability and/or to incorporate client restrictions, several clients will be invested in the same or similar model portfolios at any given time. MRPI will not maintain custody of client assets, which will typically be held by a qualified and independent custodian. Please refer to Item 15 for further information on custody. MRPI offers the following portfolio strategies: “MRP Strategies”:
• The “Measured Risk Portfolio” or MRP—uses short duration fixed income investments paired with purchased call options tied to the S&P 500 Index
• The “Consumer Linked Income Portfolio” or CLIP—uses a basket of stocks with a concentration in Consumer Stables with a history of rising dividends
• The “Managed Volatility Portfolio” or MVP—speculative; uses short duration fixed income investments paired with CBOE Volatility Index (VIX) options "Other Strategies”:
• Mutual Fund Strategy or MFS—generally for clients with accounts too small for the MRP Strategies or otherwise dictated by client instructions; uses mutual funds and Exchange Traded Funds
• Sector 4—custom strategy intended for those few clients who are not suited for any of our other strategies; uses a rotating balanced portfolio initially equally allocated to four sectors of the stock markets and rebalanced periodically
• Long Shot Strategy—speculative, suitable only for aggressive investors able to absorb significant risk of potential loss; focuses on using far out of the money options to generate potentially large gains at the expense of high likelihood of significant losses Further detail on the MRP model portfolio strategies, including the risks pertaining to such strategies and their underlining securities, is outlined below in this brochure under the heading “Item 8: Methods of Analysis, Investment Strategies and Risk of Loss”. MRPI may also enter into sub-advisory agreements with other non-affiliated independent registered investment advisers (“RIAs”) who wish to engage the Firm to manage the holdings in their client’s portfolios. In these arrangements, usually both MRPI and the RIA will be granted dual trading authority. MRPI will have discretionary investment authority over the portion of the client’s assets designated to MRPI and will manage those assets based on the selected model portfolio strategy and any written client restrictions communicated to MRPI. All agreed upon terms shall be provided in the MRPI-RIA Agreement. 2. Pension Consulting Services MRPI offers pension-consulting services to qualified and non-qualified retirement and deferred compensation plans. In general, the services are selected by the client and can include the review and/or development of an Investment Policy Statement (“IPS”); analysis, review and recommendation of investment selections; asset allocation advice; communication and education services where MRPI assists the plan sponsor in providing meaningful information regarding the retirement plan to its participants; investment performance monitoring, and/or ongoing consulting. The plan fiduciary always has the right to seek independent advice about the appropriateness of any recommended services for the plan. Status: MRPI is registered as an investment adviser under the Investment Advisers Act of 1940 and represents that it is not subject to any disqualification as set forth in Section 411 of ERISA. In performing fiduciary services, it is acting as a fiduciary of the Plan as defined in Section

3(21) under the Employee Retirement Income Security Act (“ERISA”) for purposes of providing non-discretionary investment advice only. 3. Financial Planning Services MRPI provides personal financial plans consistent with a client’s financial status, investment objectives, risk tolerance and tax status. Depending on a client’s needs, the financial plan can include information regarding retirement planning, education planning, planning for major purchases, estate planning, and personal insurance needs analysis including life, health, long-term care and disability coverage. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. For clients who also engage MRPI for Investment Management Services, MRPI has in the past, and may in the future reduce or waive financial planning fees, in the Firm’s sole discretion. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm. 4. Financial Consulting Services We offer financial consulting services that advise clients on specific financial-related topics. The topics we address may include, but are not limited to, risk assessment/management, investment planning, financial organization, or financial decision making/negotiation. This service also includes an arrangement that MRPI entered with Mutual Securities, Inc. (“Mutual Securities”) (CRD#13092) an independent broker-dealer located in Camarillo, California. There is no employee or agency relationship between Mutual Securities and MRPI nor are we affiliated with Mutual Securities. In this relationship, Mutual Securities contracts as an advisory client of MRPI for the purpose of MRPI providing financial consulting services to Mutual Securities. C. Information Related to the Firm’s Services 1. Restrictions/Guidelines Imposed by Clients Clients with managed accounts may impose reasonable guidelines and/or restrictions on investing in certain securities or types of securities. All such guidelines and restrictions must be communicated to MRPI in writing. There may be times when certain restrictions are placed by a client, which prevents the Firm from accepting or continuing to manage the account. The Firm reserves the right to not accept and/or terminate management of a client’s account if it feels that the client’s-imposed restrictions would limit or prevent the Firm from meeting and/or maintaining its investment strategies. 2. Information Received by Individual Clients The Firm will not assume responsibility for the accuracy of the information provided by the client. The Firm is not obligated to verify any information received from the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and is expressly authorized to rely on such information. Under all circumstances, clients are responsible for promptly notifying the Firm in writing of any material changes to the client’s financial situation, investment objectives, time horizon, or risk tolerance. In the event that a client notifies the Firm of changes in the client’s financial circumstances, the Firm will review such changes and recommend any necessary revisions to the client’s portfolio. 3. Agreements and Disclosures Prior to engaging the Firm to provide investment advisory services, the client will be required to enter into one or more written agreements with the Firm setting forth the terms and conditions under which the Firm shall render its services (collectively the “Agreement”). In accordance with applicable laws and regulations, the Firm will provide a Brochure (this Form ADV Part 2A and Part 3 or Form CRS) and one or more brochure supplements (Form ADV Part 2Bs) to each client or prospective client prior to or contemporaneously with the execution of an Agreement. The Agreement between the Firm and the client will continue in effect until terminated by either party pursuant to the terms of the Agreement, typically upon written notice to our Firm. Neither the Firm nor the client may assign the Agreement without the consent of the other party. An advisory client will have a period of five (5) business days from the date of signing the Agreement to unconditionally rescind the Agreement and receive a full refund of all fees due the Firm. Account values may change during such time and MRPI does not guarantee the value of the client’s account. Ticket charges or transaction fees will not be refunded. D. Participation in Wrap Programs The Firm does not participate in any wrap programs at this time. A. Assets under Management or AUM As of December 31, 2023, the following represents the amount of regulatory assets under management by the Firm on a discretionary and non-discretionary basis: Type of Account Assets Under Management ("AUM") Discretionary $275,171,641 Non-Discretionary $22,677,543 Total: $297,849,184 B. Assets Not Continuously Managed or Under Advisement MRPI also provides financial investment advice for assets that are not continuously managed by the Firm. As of December 31, 2022, the following represents the amount of assets not continuously managed by MRPI: Type of Account Assets Not Continuously Managed or Under Advisement Individual $313,273 Pension and other Profit Sharing Plans $13,185,703 Total: $13,498,977