MLG Wealth Management, Inc. doing business as Pine Grove Financial Group 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.
• Matthew L. Gulbransen is the President and majority owner of MLG Wealth Management, Inc.
• PGFG filed its initial application to become registered as an investment adviser in May 2020. Introduction The investment advisory services of PGFG are provided to you through an appropriately licensed individual who is an investment adviser representative of PGFG (referred to as your investment adviser representative throughout this brochure). Description of Advisory Services The following are descriptions of the primary advisory services of PGFG. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and PGFG before we can provide you the services described below. Asset Management Services – PGFG offers asset management services, which involves PGFG providing you with continuous and ongoing supervision over your specified accounts. You must appoint our firm as your investment adviser of record on specified accounts (collectively, the “Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account. The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and provide advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the Account. We will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however we will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. We are always reasonably available to consult with you relative to the status of your Account. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities. As a part of our Asset Management Services client accounts are rebalanced on a quarterly basis. The rebalancing process involves a manual review of account positions and if required changes are made to Pine Grove Financial Group Page 5 Form ADV Part 2A Firm Brochure holdings to bring the portfolios back in line with the clients stated investment objectives and risk tolerances. The quarterly rebalance process may take up to 2 weeks to be completed for all clients. It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you or actions taken for you. We are not obligated to buy, sell or recommend to you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. Financial Planning Services - PGFG 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: Investment Planning, Retirement Planning, Insurance Planning, Tax Planning, Education Planning, Portfolios Review, and Asset Allocation. When providing financial planning 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 do not include specific recommendations of individual securities. Our financial planning 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 recommendations. To the extent that you would like to implement any of our investment recommendations through PGFG or retain PGFG to actively monitor and manage your investments, you must execute a separate written agreement with PGFG for our asset management services. Retirement Plan Rollover Recommendations - To the extent we recommend you roll over your account from a current retirement plan to an individual retirement account (“Rollover IRA”), managed by PGFG please know that PGFG and our investment adviser representatives have a conflict of interest. We can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to a Rollover IRA managed by PGFG. We will earn fewer investment advisory fees if you do not roll over the funds in the retirement plan to a Rollover IRA managed by PGFG. Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to a Rollover IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. We have taken steps to manage this conflict of interest. we have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in PGFG receiving unreasonable compensation related to the rollover of funds from the retirement plan to a Rollover IRA, Pine Grove Financial Group Page 6 Form ADV Part 2A Firm Brochure and (iii) fully disclose compensation received by PGFG and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to a Rollover IRA and refrain from making any materially misleading statements regarding such rollover. Our investment advisor representatives shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of PGFG or our affiliated personnel. Sub-Advisor Platforms -PGFG has entered into an agreement with third-party platform providers (referred to as Platform Manager) through which we are able to provide Managed Account Services. Platform Manager for these services will conduct due diligence of any recommended Model Provider and monitor the performance of Model Provider with respect to the Model Provider’s models and/or trade signals relative to appropriate peers and/or benchmarks. Upon appointment as an investment adviser of the Account, the assigned Advisor of PGFG will assist you in completing a Client profile questionnaire and review the information you provide. The assigned Advisor of PGFG will provide recommendations to you to utilize Select Portfolios or Model Providers to provide models for managing the Account or a portion of the assets of Account. The Advisor of PGFG is only able to recommend Select Portfolios or Model Providers which have been approved by Platform Manager and PGFG. Therefore, we have a conflict of interest because we do not recommend Model Providers to you if not available through the platform. Platform Manager will implement the selected Model Provider’s model for the Account by acquiring the fund shares or investments that are represented in the selected model portfolios of the Model Provider. You will grant Platform Manager with the discretionary authority (in the sole discretion of Platform Manager based upon the selected Model Provider’s designated portfolio models and/or trade signals without first consulting with you to make all decisions to buy, sell or hold securities, cash or other investments for such portion of the Account. You will also grant Platform Manager with the power and authority to carry out these decisions by giving instructions, on behalf of you, to brokers and dealers and the qualified custodian of the Account. PGFG may hire/fire at its discretion the Platform Manager, Sub Advisors and other service provider(s) for services related to the Managed Account Services provided to the Account. Such services provided by Platform Provider and service provider(s) may include, but are not necessarily limited to, due diligence of the Model Providers, access to service provider’s technology platform and/or assistance with data reconciliation, performance and/or position reporting, fee calculation and billing, marketing and presentation materials, database maintenance, quarterly performance evaluations, payable reports, web site administration, order entry, and other functions related to the administrative tasks of providing investment advisory services to the Account. Due to these arrangements, such service provider(s) will have access to the Account and/or your information. Third-Party Money Manager Program -PGFG also offers advisory services by referring clients to a third- party money manager acting as sub-advisers offering asset management and other investment advisory services. The third-party managers are responsible for continuously monitoring client accounts and making trades in client accounts when necessary. As a result of the referral, we are paid a portion of the Pine Grove Financial Group Page 7 Form ADV Part 2A Firm Brochure fee charged and collected by the third-party money managers in the form of solicitor fees. Each solicitation arrangement is performed pursuant to a written solicitation agreement and is in compliance with SEC Rule 206(4)-3 and applicable state securities rules and regulations. Since the Third Party Manager has agreed to pay us a portion of the advisory fees charged PGFG has a conflict of interest. Under this program, we assist you with identifying your risk tolerance and investment objectives. We recommend third-party money managers in relation to your stated investment objectives and risk tolerance, and you may select a recommended third-party money manager or model portfolio based upon your needs. You must enter into an agreement directly with the third-party money manager who provides your designated account with asset management services. We are available to answer questions that you may have regarding your account and act as the communication conduit between you and the third-party money manager. The third-party money manager may take discretionary authority to determine the securities to be purchased and sold for your account. We do not have any trading authority with respect to your designated account managed by the third-party money manager. Clients are advised that there may be other third-party managed programs not recommended by our firm, that are suitable for the client and that may be more or less costly than arrangements recommended by our firm. No guarantees can be made that a client’s financial goals or objectives will be achieved by a third-party investment adviser recommended by our firm. Further, no guarantees of performance can ever be offered by our firm (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more details. Retirement Plan Services - PGFG offers retirement plan services to retirement plan sponsors and to individual participants in retirement plans. For a corporate sponsor of a retirement plan, our retirement plan services can include, but are not limited to, the following services: Fiduciary Consulting Services PGFG provides the following Fiduciary Retirement Plan Consulting Services:
• Investment Policy Statement Preparation. PGFG will help you develop an investment policy statement. The investment policy statement establishes the investment policies and objectives for the Plan. You will have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the investment policy statement.
• Non-Discretionary Investment Advice. PGFG will provide you with general, non-discretionary investment advice regarding assets classes and investment options, consistent with your Plan’s investment policy statement.
• Investment Selection Services. PGFG will provide you with recommendations

of investment options consistent with ERISA section 404(c).
• Investment Due Diligence Review. PGFG will provide you with periodic due diligence reviews of the Plan’s reports, investment options and recommendations.
• Investment Monitoring. PGFG will assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and Pine Grove Financial Group Page 8 Form ADV Part 2A Firm Brochure conformation to the guidelines set forth in the investment policy statement and PGFG will make recommendations to maintain or remove and replace investment options.
• Default Investment Alternative Advice. PGFG will provide you with non-discretionary investment advice to assist you with the development of qualified default investment alternative(s) (“QDIA”), as defined in DOL Reg. Section 2550.404c-5(e)(4)(i), for participants who are automatically enrolled in the Plan or who otherwise fail to make an investment election. You will retain the sole responsibility to provide all notices to participants required under ERISA section 404(c)(5).
• Individualized Participant Advice. Upon request, PGFG will provide one-on-one advice to Plan participants regarding their individual situations. For Fiduciary Consulting Services, all recommendations of investment options and portfolios will be submitted to you for your ultimate approval or rejection. For retirement plan Fiduciary Consulting Services, the retirement plan sponsor client or the plan participant who elects to implement any recommendations made by us is solely responsible for implementing all transactions. Fiduciary Consulting Services are not management services, and PGFG does not serve as administrator or trustee of the plan. PGFG does not act as custodian for any client account or have access to client funds or securities (with the exception of, some accounts, having written authorization from the client to deduct our fees). PGFG acknowledges that in performing the Fiduciary Consulting Services listed above that it is acting as a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of Employee Retirement Income Security Act of 1974 (“ERISA”) for purposes of providing non-discretionary investment advice only. PGFG will act in a manner consistent with the requirements of a fiduciary under ERISA if, based upon the facts and circumstances, such services cause PGFG to be a fiduciary as a matter of law. However, in providing the Fiduciary Consulting Services, PGFG (a) has no responsibility and will not (i) exercise any discretionary authority or discretionary control respecting management of Client’s retirement plan, (ii) exercise any authority or control respecting management or disposition of assets of Client’s retirement plan, or (iii) have any discretionary authority or discretionary responsibility in the administration of Client’s retirement plan or the interpretation of Client’s retirement plan documents, (b) is not an “investment manager” as defined in Section 3(38) of ERISA and does not have the power to manage, acquire or dispose of any plan assets, and (c) is not the “Administrator” of Client’s retirement plan as defined in ERISA. Fiduciary Management Services PGFG provides clients with the following Fiduciary Retirement Plan Management Services:
• Discretionary Management Services. PGFG will provide you with continuous and ongoing supervision over the designated retirement plan assets. PGFG will actively monitor the designated retirement plan assets and provide advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the Plan. We have discretionary authority to make all decisions to buy, sell or hold securities, cash or other investments for the designated retirement plan assets in the our sole discretion without first consulting with you. We also have the power and authority to carry out these decisions by giving instructions, on your behalf, to brokers and dealers and the qualified custodian(s) of the Plan for our management of the designated retirement plan assets.
• Discretionary Investment Selection Services. PGFG will monitor the investment options of the Plan and add or remove investment options for the Plan. PGFG will have discretionary authority Pine Grove Financial Group Page 9 Form ADV Part 2A Firm Brochure to make all decisions regarding the investment options that will be made available to Plan participants.
• Default Investment Alternative Management. PGFG will develop and actively manage qualified default investment alternative(s) (“QDIA”), as defined in DOL Reg. Section 2550.404c-5(e)(4)(i), for participants who are automatically enrolled in the Plan or who otherwise fail to make an investment election. If you elect to utilize any of PGFG’s Fiduciary Management Services, then PGFG will be acting as an Investment Manager to the Plan, as defined by ERISA section 3(38), with respect to our Fiduciary Management Services, and PGFG hereby acknowledges that it is a fiduciary with respect to its Fiduciary Management Services. Non-Fiduciary Services Although an investment adviser is considered a fiduciary under the Investment Advisers Act of 1940 and required to meet the fiduciary duties as defined by the Advisers Act, the services listed here as non- fiduciary should not be considered fiduciary services for the purposes of ERISA since Advisor is not acting as a fiduciary to the Plan as the term “fiduciary” is defined in Section 3(21)(A)(ii) of ERISA. The exact suite of services provided to a client will be listed and detailed in the Qualified Retirement Plan Agreement. PGFG provides clients with the following Non-Fiduciary Retirement Plan Consulting Services:
• Participant Education. PGFG will provide education services to Plan participants about general investment principles and the investment alternatives available under the Plan. PGFG’s assistance in participant investment education will be consistent with and within the scope of DOL Interpretive Bulletin 96-1. Education presentations will not take into account the individual circumstances of each participant and individual recommendations will not be provided unless otherwise agreed upon. Plan participants are responsible for implementing transactions in their own accounts.
• Participant Enrollment. PGFG will assist you with group enrollment meetings designed to increase retirement plan participation among employees and investment and financial understanding by the employees.
• Qualified Plan Development. PGFG will assist you with the establishment of a qualified plan by working with you and a selected Third Party Administrator. If you have not already selected a Third Party Administrator, we shall assist you with the review and selection of a Third Party Administrator for the Plan.
• Due Diligence Review. PGFG will provide you with periodic due diligence reviews of your Plan’s fees and expenses and your Plan’s service providers.
• Fiduciary File Set-up. PGFG will help you establish a “fiduciary file” for the Plan which contains trust documents, custodial/brokerage statements, investment performance reports, services agreements with investment management vendors, the investment policy statement, investment committee minutes, asset allocation/asset liability studies, due diligence fields on funds/money managers and monitoring procedures for funds and/or money managers. Pine Grove Financial Group Page 10 Form ADV Part 2A Firm Brochure
• Benchmarking. PGFG will provide you benchmarking services and will provide analysis concerning the operations of the Plan. We can also meet with individual participants to discuss their specific investment risk tolerance, investment time frame and investment selections. Securities and other types of investments all bear different types and levels of risk. Those risks are typically discussed with clients in defining the investment policies and objectives that will guide investment decisions for their qualified plan accounts. Upon request, as part of our retirement plan services, we can discuss those investments and investment strategies that we believe may tend to reduce these risks for a particular client’s circumstances and plan participants. Clients and plan participants must realize that obtaining higher rates of return on investments entails accepting higher levels of risk. Based upon discussions with the client, we will attempt to identify the balance of risks and rewards that is appropriate and comfortable for the client and other employees. It is still the clients’ responsibility to ask questions if the client does not fully understand the risks associated with any investment. All plan participants are strongly encouraged to read prospectuses, when applicable, and ask questions prior to investing. We strive to render our best judgment for clients. Still, PGFG cannot assure that investments will be profitable or assure that no losses will occur in their portfolios. Past performance is an important consideration with respect to any investment or investment advisor, but it is not necessarily an accurate predictor of future performance. PGFG will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to you any change to the information that we are required to disclose under ERISA Regulation Section 2550.408b- 2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which we are informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclose as soon as practicable). In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), we will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary or Plan Administrator (unless such disclose is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable) all information related to the Qualified Retirement Plan Agreement and any compensation or fees received in connection with the Agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title 1 of ERISA and the regulations, forms and schedules issued thereunder. If we make an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), we will disclose to you the correct information as soon as practicable, but no later than thirty (30) days from the date on which we learns of such error or omission. Seminars PGFG may occasionally provide seminars in areas such as financial planning, retirement planning, estate planning and college planning. Seminars are always offered on an impersonal basis and do not focus on the individual needs of participants. Pine Grove Financial Group Page 11 Form ADV Part 2A Firm Brochure Limits Advice to Certain Types of Investments PGFG provides investment advice on the following types of investments:
• Mutual Funds
• Exchange Traded Funds (ETFs)
• Exchange-listed Securities
• Corporate Debt Securities
• Variable Annuities
• Variable Life Insurance 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. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Participation in Wrap Fee Programs PGFG offer services through both wrap fee programs and non-wrap fee programs. A wrap fee program is defined as any advisory program under which a specified fee or fees not based directly upon transactions in a client’s account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions. Whenever a fee is charged to a client for services described in this brochure (whether wrap fee or non-wrap fee), we will receive all or a portion of the fee charged. Tailor Advisory Services to Individual Needs of Clients PGFG’s advisory services are always provided based on your individual needs. This means, for example, that when we provide asset 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. Our financial planning services are always provided based on your individual needs. When providing financial planning services, 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. Pine Grove Financial Group Page 12 Form ADV Part 2A Firm Brochure Client Assets Managed by PGFG As of November 30, 2023, PGFG has $1,027,139,612 in discretionary assets under management. PGFG has $0 in non-discretionary assets under management.