Item 1.

{Introduction}

Hudson Heritage Capital Management, Inc. is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser [and is a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC)]. Brokerage and investment advisory services and fees differ and it is important for you to understand these differences. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS  which also

provides educational materials about broker-dealers, investment advisers, and investing.

Item 2.

{What investment services and advice can you provide me?}

BROKERAGE SERVICES

ADVISORY SERVICES

Our brokerage services include buying and selling mutual funds, variable annuities, variable Life products and 529 College Saving Plans. Investment recommendations are made on a nondiscretionary basis to compliment investments made through our advisory business. You make the ultimate decision regarding the purchase or sale of investments with the assistance of a Hudson Heritage professional.

Our advisory services include investing in Equity, ETF and Fixed Income Investments. Many investments are made by utilizing our Proprietary Portfolios or custom designed Fixed Income Portfolios. Hudson Heritage offers nondiscretionary services, whereby the retail investor makes the ultimate decision regarding the purchase and/or sale of investments. Investment monitoring is conducted on an ongoing basis for not only our proprietary recommendations but customized portfolios also.

For additional information, please see Form ADV, Part 2A brochure (Methods of Analysis, Investment Strategies and Risk of Loss) and other applicable documents. See http://adviserinfo.sec.gov/

Conversation Starters. ­ Ask your financial professional—

·         {Given my financial situation, should I choose an investment advisory service? Should I choose a brokerage service? Should I choose both types of services? Why or why not?

·         How will you choose investments to recommend to me?

·         What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?}

BROKERAGE SERVICES

ADVISORY SERVICES

Item 3.

{What fees will I pay?}

For investments in certain products like mutual funds, annuities, and alternative investments, we receive transaction-based fees from the investment product sponsor

in the form of asset-based sales charges (e.g., sales loads). These fees are based

on the amount invested in a product and,

depending on the product, may be based

on how long you hold the investment. Our receipt of asset-based sales loads creates

an incentive to recommend products or sponsors that include such charges.

Investment management fees are billed quarterly, in arrears, meaning that we invoice you after the three-month billing period has ended.  Payment in full is expected upon invoice presentation.  Fees are usually deducted from a designated client account to facilitate billing.  The client must consent in advance to direct debiting of their investment account.

Custodians may charge transaction fees on purchases or sales of certain mutual funds and exchange-traded funds.  These transaction charges are usually small and incidental to the purchase or sale of a security.  The selection of the security is more important than the nominal fee that the custodian charges to buy or sell the security.

HHCM, in its sole discretion, may waive its minimum fee and/or charge a lesser investment advisory fee based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with clients, etc.).

"You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying.";

Conversation Starters.  Ask your financial professional—

·         {Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? }

{"What are your legal obligations to me when providing recommendations as my broker-dealer or when acting as my investment adviser? How else does your firm make money and what conflicts of interest do you have?"; }

See - Disclosures, Fees and Commissions – www.hhcminc.com (disclosures)

Conversation Starters.  Ask your financial professional—

·         {How might your conflicts of interest affect me, and how will you address them?” }

{How do your financial professionals make money?}

Hudson Heritage Capital Management, Inc.  bases its fees on a percentage of assets under management, hourly charges, fixed fees (not including subscription fees), subscription fees, and commissions.

Some Retainer Agreements may be priced based on the complexity of work, especially when asset management is not the most significant part of the relationship.

Financial plans are priced according to the degree of complexity associated with the client’s situation.

Fees are not negotiable.

Item 4.

{Do you or your financial professionals have legal or disciplinary history?}  NO

Hudson Heritage Capital Management, Inc. and its employees have not been subject to any disciplinary events brought by the SEC, FINRA or a court of Law. Hudson Heritage Capital Management, Inc. and an advisory was subject to a court case regarding the issuances of a Term Life Insurance Policy. The courts have found no guilt are the part of Hudson Heritage Capital Management, Inc. or its advisor.

Conversation Starter. Ask your financial professional—

·         {As a financial professional, do you have any disciplinary history? For what type of conduct?}

See https://www.investor.gov/CRS

Item 5.

{Additional Information}

For additional information about our services, If you would like additional, up-to-date information or a copy of this disclosure, please call 914-271-8102.

Conversation Starters.   Ask your financial professional—

·         {Who is my primary contact person? Is he or she a representative of an investment adviser or a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?}