C. W. O'Conner Wealth Advisors, Inc. is a registered investment adviser based in Duluth, Georgia. We are organized as a Sub S Corporation under the laws of the State of Georgia. We have been providing investment advisory services since 1995. Clifford W. O' Conner is our firm's principal owner. We are a fee-only independent financial adviser that provides wealth management services by incorporating financial planning, investment wealth management, and other aggregated financial services. The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we", "our" and "us" refer to C. W. O'Conner Wealth Advisors, 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 throughout this brochure. As used in this brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Our wealth management service is tailored to meet our clients' needs and investment objectives. If you retain our firm for wealth management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information (the "suitability information") at the beginning of our advisory relationship. We will use the suitability information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our wealth management services, we may also provide consulting services to you regarding real estate planning, income taxes, and other financial planning-related matters. Once we construct an investment portfolio for you, we will monitor your portfolio's performance on an ongoing basis, and will rebalance the portfolio as required by changes in market conditions and in your financial circumstances. In lieu of our wealth management service, you may choose to retain our firm's investment management service only. Our investment management service includes constructing an investment portfolio for you and monitoring and rebalancing your portfolio as required; however, it does not include any financial planning services. We may manage your portfolio on either a discretionary or non-discretionary basis. If you participate in our discretionary wealth management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. As part of our investment advisory services, we may recommend that you use the services of a third party investment adviser ("TPA") to manage your entire, or a portion of your, investment portfolio. After gathering information about your financial situation and objectives, we may recommend that you engage a specific TPA or investment program. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: the TPA's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will monitor the TPA(s)' performance to ensure its management and investment style remains aligned with your investment goals and objectives. Our recommendations to use third party investment advisers are included in our portfolio management fee. We do not charge you a separate fee for the selection of other advisers nor will we share in the advisory fee you pay directly to the TPA. Advisory fees that you pay to the TPA are established and payable in accordance with the Form ADV Part 2 or other equivalent disclosure document provided by each TPA to whom you are referred. These fees may or may not be negotiable. You should review the recommended TPA's brochure for information on its fees and services. Our fee for wealth management services is charged either as a fixed fee or a fee based on a percentage of your assets we manage. Our asset-based fees are set forth in the following fee schedule: Assets Under Management Annual Fee First $1,000,000 0.90% Next $1,000,000 0.70% Next $1,000,000 0.60% Next $7,000,000 0.50% Over $10,000,000 0.40% The fee is negotiable depending on the scope and complexity of your situation, the size of your portfolio, and the frequency with which are services are to be provided. Our minimum annual fee is $7,500. Existing clients will retain the fee schedule agreed upon at the original date of service. Prospective clients who are referred from existing clients may use the same fee schedule as the referring client. This may be relevant for existing clients who wish to refer their family members to our firm. Our annual wealth management fee is billed and payable quarterly in advance based on the value of your account on the last day of the previous quarter. We will send you an invoice for the payment of our advisory fee, or we will deduct our fee directly from your

account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We will also receive a duplicate copy of your account statements. You may terminate the Investment and Wealth Management Agreement upon 30-days' written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the wealth management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. If we recommend that you use the services of a TPA, you may be required to sign an agreement directly with the recommended TPA. You may terminate your advisory relationship with the TPA according to the terms of your agreement with the TPA. You should review each TPA's brochure for specific information on how you may terminate your advisory relationship with the TPA and how you may receive a refund, if applicable. Advisory Services to Retirement Plans and Plan Participants We offer various levels of advisory and consulting services to employee benefit plans ("Plan") and to the participants of such plans (“Participants”). The services are designed to assist plan sponsors in meeting their management and fiduciary obligations to Participants under the Employee Retirement Income Securities Act (“ERISA”). Pursuant to adopted regulations of the U.S. Department of Labor, we are required to provide the Plan's responsible plan fiduciary (the person who has the authority to engage us as an investment adviser to the Plan) with a written statement of the services we provide to the Plan, the compensation we receive for providing those services, and our status (which is described below). The services we provide to your Plan and the compensation we receive for these services is described in the service agreement previously signed. We do not reasonably expect to receive any other compensation, direct or indirect, for the services we provide to the Plan or Participants, unless the plan sponsor directs us to deduct our fee from the plan or directs the plan record-keeper to issue payment for our fee out of the plan. If we receive any other compensation for such services, we will (i) offset the compensation against our stated fees, and (ii) we will promptly disclose the amount of such compensation, the services rendered for such compensation and the payer of such compensation to you. Status In providing services to the Plan and Participants, our status is that of an investment adviser registered under the Investment Advisers Act of 1940, and we are not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, we are acting either as a non-discretionary fiduciary of the Plan as defined in Section 3(21) under ERISA, or as a discretionary fiduciary of the plan as defined in Section 3(38) under ERISA. Types of Investments We generally offer advice onequity securities, corporate debt securities (other than commercial paper), certificates of deposit, municipal securities, mutual fund shares, United States government securities, money market funds, REITs, ETFs and private placements. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor (“DOL”) Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management and Advisement As of December 2023, we managed a total of $214,677,569 in client assets of which $194,352,172 we provided continuous management services on a discretionary basis, and $20,325,397on a non- discretionary basis. We also had $58,792,665 of assets under advisement.