HISTORY OF SANDERS MORRIS LLC
Sanders Morris LLC (“SM”) is an investment adviser firm registered with the United States Securities and Exchange
Commission (“SEC”), File No. 801-66300, under the Investment Advisers Act of 1940 (“Advisers Act”). SM is also
an SEC-registered broker dealer, CRD No. 20580, and member of the Financial Industry Regulatory Authority
(“FINRA”) and the Securities Investor Protection Corporation (“SIPC”).
The firm was formed in January 2000 as the result of a merger between Sanders Morris Mundy Inc. and Harris
Webb & Garrison, Inc. SM was wholly owned by Summer Wealth Management, LLC from September 2012 to
February 2017.
In February 2017, Sanders Morris LLC (“SM”) was acquired by Tectonic Holdings, LLC (''Tectonic"). Tectonic in
acquiring SM also acquired its subsidiary HWG Insurance Agency LLC (“HWG”) a subsidiary of SM, and Miller-
Green Financial Services LLC ("MGFS"). SM and HWG are now wholly owned by Tectonic, HWG Insurance Agency,
LLC, is an insurance agency registered with the Texas Department of Insurance ("HWG"). MGFS was an investment
adviser as defined by the Investment Advisers Act of 1940 and was registered with the Securities and Exchange
Commission. On March 21, 2018, the Board of Managers of SM and MGFS respectively approved the merger of
MGFS into SM with the resulting entity to be SM. The merger was complete on January 31, 2019, and MGFS filed
to withdraw its registration as an investment adviser.
Effective May 13, 2019, Tectonic Holdings LLC merged with and into Tectonic Financial Inc. Tectonic Financial Inc.
indirectly also owns T Bank N.A., a national bank.
SM’s Investment Adviser Representatives (“IARs”) responsibilities range from providing back-office support and
administration of advisory services to providing investment advice for our clients.
As of December 31, 2023, SM managed approximately $819,924,163, all on a discretionary basis.
SM provides investment advisory services primarily through wrap fee programs, some of which are also sponsored
by SM or its affiliates. In a wrap fee program, services such as investment advice, investment research and
brokerage services are bundled together. In this type of arrangement, a client pays a single fee, based on the
percentage of assets under management, rather than transactional charges. The wrap fee is intended to provide
payment for all of the direct services the client receives (such as commissions or transaction charges on the
purchase and sale of securities), as well as the administrative costs incurred by the investment adviser firm.
From time to time, investment advisory services are also made available outside of a wrap fee program. In these
instances, commonly referred to as advisor directed platforms, the services provided by the Representative in
exchange for a stated fee are detailed in the advisory services agreement.
Other advisory services, such as financial planning, seminars, and referral activities, are also made available by
SM.
In addition to investment advisory services, SM primarily provides brokerage, asset management, and similar
services to individuals, high net worth families and individuals, pension and profit-sharing plans, trusts, estates,
and corporations and other business entities.
Investment advice is tailored to meet a client’s needs based on the client’s financial condition, need for liquidity,
time horizon, risk tolerance, and investment objective. Clients may impose restrictions on investing in certain
securities or types of securities.
INVESTMENT SUPERVISORY SERVICES
SM primarily provides portfolio management services through wrap fee programs. These programs may be
managed on either a discretionary or non-discretionary basis and may often involve the use of a third-party
Portfolio Manager (“Portfolio Manager”). Ownership of all cash, securities and other instruments in the account
is retained by the client. As compensation for its services, SM may receive all of the fees and in some SM receives
a portion of the client fees. Wrap programs are generally utilized with actively traded accounts where asset-based
fees may be (but are not always) lower than the potential transaction charges associated with a commissionable
account.
For a complete description of the Wrap Fee Programs listed below, a client should refer to the Wrap Fee Program
Brochure (Part 2A Appendix 1 of Form ADV) prepared by the sponsor of the respective program.
Wrap Fee Programs
SM offers two primary wrap-fee programs through which it offers investment advice: (1) FOCUS Asset
Management Program (“FOCUS”) and (2) Managed Asset Program (“MAP”). These programs are offered to
individuals who have a need for fee-based services or could benefit from fee- based pricing over that of a
traditional commission-based brokerage arrangement. In FOCUS and MAP, a client’s assets are invested in various
securities including equities and fixed income securities, publicly traded real estate investment trusts or REITs,
exchange traded funds or ETFs, no load mutual funds or load funds purchased at net asset value (“NAV”), publicly
traded closed-end funds, options, cash and money market funds and certain alternative investments. SM invests
clients’ assets in securities that it deems to be consistent with the client’s stated investment objectives.
FOCUS Asset Management Program
FOCUS is a flexible wrap fee advisory program that offers the client the choice of discretionary, non- discretionary,
and third-party portfolio manager platforms as selected by the client. When a discretionary arrangement is
selected, the Representative selects investments and executes transactions without further consultation with the
client. In a non- discretionary arrangement, client authorization must be received prior to executing any
transactions in the investments selected by the Representative. In this type of arrangement, the Representative
may also execute transactions in securities selected by the client. When a Portfolio Manager platform is utilized,
the third-party Portfolio Manager is granted discretion over the account.
SM serves as the investment adviser for all FOCUS accounts and does not select other portfolio managers or
investment advisers to manage client accounts and in some cases SM utilizes outside managers albeit SM is the
adviser.
Management services in FOCUS are provided by a Representative selected by the client on either a discretionary
or non-discretionary basis. These services include, but are not limited to, portfolio reviews and recommendations
with respect to various investments and various administrative services.
A client also has the option to establish a dual contract wrap fee account whereby the client directs SM to engage
the third-party Portfolio Manager(s) selected by the client to invest the account assets on a discretionary basis.
SM assumes no responsibility for the selection of the Portfolio Manager or the suitability of the recommendations
made by the Portfolio Manager.
No minimum investment is required to participate in FOCUS; however, minimum requirements may be
established by any third-party Portfolio Manager selected by the client.
Managed Asset Program (MAP)
MAP is a multi-platform wrap fee advisory program where services are provided by a Representative and may
include the services of third-party Portfolio Managers.
SM has engaged Lockwood Advisors, Inc. (“Lockwood”), an SEC-registered investment adviser, as a third-party
vendor to provide managed account services and the technology infrastructure for MAP. These services,
administered through the Lockwood Managed Account Command technology, include portfolio tools and
reporting, calculation and collection of account fees on SM’s behalf and the processing, pursuant to SM’s
instructions, of deposits to and withdrawals from the account.
The client may participate in one or more of five separate platforms within MAP. For all MAP platforms, neither
Lockwood nor Pershing LLC (“Pershing”) assists clients in selecting SM, Portfolio Managers, or investment
objectives or in determining the suitability of any product or platform selected in MAP.
Elite
The Elite Choice platform (“Elite Choice”) is a wrap fee arrangement where the client selects a Portfolio Manager
to manage the assets in the account. There is no minimum account value required to participate in Elite Choice,
but a third-party Portfolio Manager selected by the client may establish minimum requirements. Although SM
does not perform due diligence on the Portfolio Managers in the Elite Choice platform, Lockwood makes
“Scorecards” available for certain Portfolio Managers. These Scorecards, available to the Representative in the
Lockwood Workstation are Lockwood's proprietary diligence and should not be construed as investment advice
or recommendations by either Lockwood or SM.
The Representative’s services provided within Elite Choice include formulation of investment objectives, portfolio
reviews, recommendations with respect to selection of Portfolio Managers, and various administrative services.
The Portfolio Manager selected by the client is responsible for the selection and suitability of recommendations.
The Portfolio Manager will invest and reinvest the securities, cash and/or other investments held in the account
in accordance with client’s investment objectives and other information provided by client to SM at account
opening or in subsequent documentation.
Some Portfolio Managers may choose not to participate in MAP. If the Portfolio Manager declines to participate
in the program, the client must select another adviser.
In the event that a Portfolio Manager terminates from the program for any reason, SM will assign a new Portfolio
Manager, approved by the client to the account.
Elite Choice
The Elite Choice platform (“Elite Choice”) is a wrap fee arrangement where the client selects a Portfolio Manager
to manage the assets in the account. There is no minimum account value required to participate in Elite Choice,
but a third-party Portfolio Manager selected by the client may establish minimum requirements. Although SM
does not perform due diligence on the Portfolio Managers in the Elite Choice platform, Lockwood makes
“Scorecards” available for certain Portfolio Managers. These Scorecards, available to the Representative in the
Lockwood Workstation are Lockwood's proprietary diligence and should not be construed as investment advice
or recommendations by either Lockwood or SM.
The Representative’s services provided within Elite Choice include formulation of investment objectives, portfolio
reviews, recommendations with respect to selection of Portfolio Managers, and various administrative services.
The Portfolio Manager selected by the client is responsible for the selection and suitability of recommendations.
The Portfolio Manager will invest and reinvest the securities, cash and/or other investments held in the account
in accordance with client’s investment objectives and other information provided by client to SM at account
opening or in subsequent documentation.
Some Portfolio Managers may choose not to participate in MAP. If the Portfolio Manager declines to participate
in the program, the client must select another adviser.
In the event that a Portfolio Manager terminates from the program for any reason, SM will assign a new Portfolio
Manager, approved by the client to the account.
Elite Trade
The Elite Trade platform (“Elite Trade”) is an advisory wrap fee account in which the Representative manages and
invests the assets in the account on either a discretionary or non-discretionary basis. The services of the
Representative within Elite Trade include formulation of investment objectives, creation of tailored asset
allocations using the Investment Questionnaire, portfolio reviews, and various administrative services. Based on
the investment objectives selected, the client may choose from equity, balanced and fixed income style investing.
There is no minimum account value required to participate in Elite Trade.
Should a client elect a discretionary arrangement, the Representative will have trading authorization with respect
to the account. As such, the Representative in his or her sole discretion and at the client’s risk, can purchase, sell,
exchange, convert, and otherwise trade the securities and other permitted investments in the account in
accordance with client’s investment objectives and other information provided at account opening or in
subsequent documentation.
If a client elects a non-discretionary arrangement with the Representative, the Representative will obtain client
consent prior to execution of any transaction in the account and will obtain client approval of any asset allocation
proposal. The Representative will have no investment or other discretion with respect to account assets and will
not perform any discretionary
acts including, but not limited to, advice as to the voting of proxies.
In Elite Trade, transactions will generally be executed through SM and cleared through Pershing.
Elite Lockwood Investment Strategies
The Elite Lockwood Investment Strategies platform (“Elite LIS”) is a discretionary multi-disciplined managed
account product housed in a single portfolio. The minimum investment required to establish an Elite LIS account
is $250,000. Lockwood serves as the Portfolio Manager for all Elite LIS accounts.
The services of the Representative within Elite LIS include, but are not limited to, formulation of investment
objectives, portfolio reviews, recommendations with respect to selection of investment models or strategies and
various administrative services.
Within Elite LIS, a client may select an investment model from among five core models or strategies, which include
allocations to traditional asset classes, and four alternative models or strategies, which include exposure to non-
traditional asset classes. As a result of the underlying allocations into varying asset classes, the risk/reward
potential and inherent volatility vary among the models.
The five traditional strategies, ranging from conservative to aggressive, are: Model I - Current Income; Model II -
Growth & Income; Model III - Conservative Growth; Model IV - Moderate Growth; and Model V - Growth.
The four alternative strategies, ranging from conservative to aggressive, are: Model II - Growth & Income; Model
III - Conservative Growth; Model IV - Moderate Growth; and Model V - Growth. (Model I intentionally excluded.)
As Portfolio Manager, Lockwood determines the asset allocation of the available investment models and selects
Sub- Managers and specific investment vehicles for each investment style based on its proprietary modeling
strategies, as well as its macroeconomic outlook and investment and research disciplines. Tax consequences are
taken into consideration in the portfolio management process of Elite LIS. For complete details regarding the
investment philosophy and methodology used by Lockwood for the traditional and alternative models, clients
should refer to Lockwood's Form ADV and/or other disclosure documentation made available by Lockwood.
Elite Lockwood Asset Allocation Portfolios
The Elite Lockwood Asset Allocation Portfolios platform (“Elite LAAP”) is a discretionary multi- disciplined
managed account product housed in a single portfolio. Portfolio construction within LAAP is limited to mutual
funds and exchange-traded funds (“ETFs”). The minimum investment required to establish an Elite LAAP account
is $50,000. Lockwood serves as the Portfolio Manager for all Elite LAAP accounts.
The services of the Representative within Elite LAAP include, but are not limited to, formulation of investment
objectives, portfolio reviews, recommendations with respect to selection of investment models or strategies and
various administrative services.
Within Elite LAAP, a client may select an asset allocation model from among five models or strategies. These
models invest in mutual funds and exchange-traded funds exclusively. As a result of the underlying allocations
into varying asset classes, the risk/reward potential and inherent volatility vary among the models.
The five asset allocation models, ranging from conservative to aggressive, are: Model I - Current Income; Model
II - Growth & Income; Model III - Conservative Growth; Model IV - Moderate Growth; and Model V - Growth.
As Portfolio Manager, Lockwood determines the asset allocation of the available investment models and specific
investment vehicles for each investment style based on its proprietary modeling strategies, as well as its
macroeconomic outlook and investment and research disciplines. Tax consequences are not taken into
consideration during the portfolio management process of Elite LAAP. For complete details regarding the
investment philosophy and methodology used by Lockwood for the traditional and alternative models, clients
should refer to Lockwood's Form ADV and/or other disclosure documentation made available by Lockwood.
Lockwood Portfolio Design Services
Lockwood Portfolio Design Services are available at no additional cost within the Elite Choice, Elite LIS and Elite
LAAP platforms. The Lockwood Portfolio Design Team provides guidance to Representatives and, by extension,
their clients and prospects, on constructing a portfolio of multiple Portfolio Managers and/or managed account
options available in the Lockwood platforms.
The proposals, investment solutions, portfolio construction guidance and any type of analysis or research opinions
generated by Lockwood’s Portfolio Design Team are not reviewed, approved, or endorsed by SM. A client should
assess his/her own investment needs based on his/her own financial circumstances and investment objectives.
MAP Program Features by Platform
Portfolio
Manager
(PM)
Discretionary
Management
Due Diligence
on Money
Manager
Product
Types
Included
Portfolio
Design
Services
Minimum
Account
Value
Elite 3rd Party
selected by
client from
Focus List
Yes Yes,
conducted by
SM
Broad list of
exchange
traded
securities,
mutual funds
and options
No Varies by PM
selected
Elite Choice 3rd Party
selected by
client
Yes No,but
Lockwood
research is
available on
some PMs
Broad list of
exchange
traded
securities,
mutual funds
and options
Yes Varies by PM
selected
Elite Trade Rep Client election No Broad list of
exchange
traded
securities,
mutual funds
and options
No None
Elite LIS Lockwood Yes Yes,
conducted by
SM
Mutual funds
and ETFs only
Yes $250,000
Elite LAAP Lockwood Yes Yes,
conducted by
SM
Mutual funds
and ETFs only
Yes $50,000
Wrap Fee Programs Offered by SM
Certain SM clients participate in various wrap fee programs that are sponsored by an independent firm. For
complete details of each program, clients should obtain the Wrap Fee Program Brochure (Part 2A Appendix 1 of
Form ADV) prepared by the program’s Sponsor from their Representative.
Envestnet Asset Management Program
SM offers the Private Wealth Management Program, a wrap fee program sponsored by Envestnet Asset
Management, Inc. (“Envestnet”), an investment adviser firm registered with the SEC.
Within this program, Envestnet delivers a multi-product online platform which includes Managed Account
Solutions with Manager Blends and Mutual Funds, Unified Managed Accounts, PMC Multi- Manager Accounts,
PMC Select Mutual Fund Solutions, Sigma PMC Mutual Fund Solutions, PMC ETF Solutions, PMC Tactical ETF
Solutions, Alternative Investment Solutions, Advisor as Portfolio Manager and Third Party Strategist Program.
Based upon the product selected, Envestnet may also serve as a Portfolio Manager with full discretionary
authority to invest and reinvest portfolio assets.
The services of the Representative within this program include formulation of risk tolerance and investment
objectives, and investment strategy. The Representative, on a non-discretionary basis, is responsible for the
selection and suitability of product, investment vehicles, and sub-managers that are used to implement the
client’s investment strategy.
Morningstar Managed Portfolios Program
SM offers a wrap fee program sponsored by Morningstar Investment Services, Inc. (“Morningstar”), an investment
adviser firm registered with the SEC. Within this program, Morningstar offers multiple portfolios intended for a
range of clients based on such factors as age, time horizon, risk tolerance, return objectives and any reasonable
restrictions the client may place on the account. Morningstar provides discretionary investment services such as
constructing the portfolios by analyzing a universe of available investments using qualitative and quantitative
analyses and continuously monitoring the portfolios within the program, rebalancing and/or reallocating when
deemed necessary.
Representatives utilize the program questionnaire, proposal system and other tools provided by Morningstar to
make a suitable portfolio recommendation for the client. SM currently utilizes the following mutual fund
strategies available within the program: Asset Allocation Series, Retirement Income Series, and Focused
Allocation Series. In addition to mutual fund strategies, clients may participate in the ETF Strategy. The
Representative also provides ongoing analysis and reviews on a non- discretionary basis throughout the client’s
participation in the program.
Termination of Wrap Fee Programs
In wrap fee programs sponsored by SM, either the client or SM may terminate an advisory agreement upon a
thirty-day written notice to the other. For programs not sponsored by SM, the standard is generally the same.
Specific termination parameters can be found in the advisory agreement and/or the Wrap Fee Program Brochure
for the applicable program.
Advisor Directed Platforms
Retirement Program Investment Management
SM Representatives may make services available to plan sponsors (“Plan Fiduciaries”) of 401(k), profit- sharing
and retirement plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) under a
Retirement Program Investment Management Agreement. SM is appointed to provide non-discretionary
investment management services for the Plan Fiduciary which may include: (i) Defining investment-related goals
and objectives and assisting with the development of an Investment Policy Statement; (ii) Providing advice to the
Plan Fiduciary about asset classes and investment alternatives available to the Plan in accordance with the plan’s
investment policies and objectives; (iii) Assisting in the selection of qualified default investment alternatives from
a variety of open-end registered investment companies (“Mutual Funds”) and exchange-traded funds (“ETFs”);
(iv) Monitoring investment options and meeting with the Plan Fiduciary on a periodic basis to discuss the
performance of the investment options; (v) Assisting in the education of the plan participants about general
investment principals and the investment options; (v) Assisting in group enrollment meetings designed to increase
plan participation among employees and investment and financial understanding by the employees; and/or (vi)
Providing periodic reports for the Plan Fiduciary. Such services are provided to the Plan Fiduciary as the client.
The investment options selected and approved by the Plan Fiduciary shall be offered as investment options to
plan participants who individually direct the investment of an account or sub-account under the plan.
Notwithstanding any recommendations made by SM, the selection, approval or removal of any investment
options under the Plan shall be made by the Plan Fiduciary, in its sole discretion.
General Advisory Agreement
SM from time to time permits the use of a general advisory agreement that establishes an arrangement between
SM and a client to participate in an asset management program. This agreement, however, is not specific to any
particular platform.
Under the general agreement, the client and the Representative determine if the Representative is granted the
authority to execute transactions on a discretionary basis, name the account custodian, and establish a fee
schedule.
Individual asset management programs may provide that a client’s assets are invested in various securities
including equities and fixed income, publicly traded real estate investment trusts or REITs, exchange traded funds
or ETFs, no load mutual funds or load funds, publicly traded closed- end funds, options, cash and money market
funds.
Financial Planning
Representatives of SM may conduct financial planning for a fee. As selected by the client, financial planning
advisory services may include: financial plan preparation, income and estate tax review and recommendations,
estate planning, retirement planning, educational planning, planned giving, portfolio evaluation, risk
management, investments, asset allocation, cash flow analysis, financial options, life and disability insurance
evaluation, and/or review of employee benefits. In exchange for these services, a client pays a total fee based
upon the Representative’s disclosed hourly rate, based on a fee schedule or a flat fee, as agreed upon by the
client and the Representative. The frequency and schedule for payment are determined at the time the client
enters into the financial planning agreement. Fees may be either in advance or arrears. Either party may terminate
the agreement upon written notice to the other party. If the agreement is terminated prior to completion of
services, the fee amount to be charged to the client is at the discretion of the Representative and SM based upon
the time and resources expended prior to termination.