In addition to Mr. Olsen,Hoy, the Trust has threeone incumbent Interested Trustee and four incumbent Independent Trustees. The following table provides information regarding the incumbent Independent Trustees.

Incumbent Independent and Interested Trustees

*  Mr. Coughlan and Mr. Grossi have each indicated that if each of the Nominees is elected, they intend to resign at the conclusion of the first regularly-scheduled Board meeting following the election of the Nominees.

The following table sets forth the aggregate dollar range of equity securities of the Fund owned by each Nominee and each incumbent Trustee of the Trust as of March 31, 2009.27, 2017. The Funds are the only mutual fundfunds overseen by the Trustees.

Trustee and Officer Compensation

The following table provides information regarding Trustee compensation for the fiscal year ended November 30, 2008:  

2016:

Standing Committees

The Audit Committee is composed of all of the Independent Trustees. Mr. Olsen acts as the chairperson of the Audit Committee. The Audit Committee meets at least twice a year, or more often as required, in conjunction with meetings of the Board of Trustees. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 and (i) oversees and monitors the Trust'sTrust’s internal accounting and control structure, its auditing function and its financial reporting process, (ii) selects and recommends to the full Board of Trustees the appointment of auditors for the Trust, (iii) reviews audit plans, fees, and other material arrangements with respect to the engagement of auditors, including permissible non-audit services performed; (iv) reviews the qualifications of the auditor'sauditor’s key personnel involved in the foregoing activities and (v) monitors the auditor'sauditor’s independence.

The Board has a Nominating Committee that consists of all of the Independent Trustees. The Nominating Committee is responsible for seeking and reviewing nominee candidates for consideration as Trustees as is from time to time considered necessary or appropriate. The Nominating Committee does not operate under a charter and it does not have a policy with regard to the consideration of any Trustee candidates recommended by shareholders. The Board believes a policy specific to candidates recommended by shareholders is not necessary because the Board follows the same evaluation procedures whether a candidate is recommended by trusteesTrustees or shareholders. The Nominating Committee generally will consider shareholder nominees; however it has not actively solicited recommendations from shareholders for nominees. Shareholders wishing to submit trustee recommendations to the Board of Trustees should submit the communication in writing to the attention of Ms. Rose Anne Casaburri, Secretary, The North Country Funds, c/o Gemini Fund Services, LLC, 450 Wireless Blvd.,80 Arkay Drive, Suite 110, Hauppauge, NY 11788.

When evaluating a person as a potential nominee to serve as a Trustee, the Independent Trustees may consider, among other factors, (i) whether the person is “independent” and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Trustee; (iii) the contribution that the person can make to the Board and the Trust, with consideration being given to the person’s business experience, education and such other factors as the Independent Trustees may consider relevant; (iv) the character and integrity of the person; (v) desirable personality traits, including independence, leadership and the ability to work with the other Trustees; and (vi) any other factors deemed relevant and consistent with the 1940 Act. The process of identifying nom ineesnominees involves the consideration of candidates recommended by one or more of the following sources: current Trustees, officers and any other source the Nominating Committee may consider appropriate.

The Special Proxy Voting Committee is composed of each of the Independent Trustees. The purpose of the Special Proxy Voting Committee is to consider and determine how to vote on behalf of the Trust with respect to specific votes referred by the Trust’s investment adviser.  Adviser.

THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” THE ELECTION OF THE NOMINEES TO THE BOARD OF TRUSTEES.

OPERATION OF THE FUND

The North Country Equity Growth Fund (the "Growth Fund") and The North Country Intermediate Bond Fund (the "Bond Fund,” and together with the Growth Fund, the "Funds"),Funds are each a series of The North Country Funds (the "Trust"),the Trust, a business trust organized pursuant to a Declaration of Trust under the laws of the State of Massachusetts on June 1, 2000. The Trust's principal office is located, c/o Gemini Fund Services, LLC, at 450 Wireless Blvd.,80 Arkay Drive, Suite 110, Hauppauge, New York 11788. The Trust is a diversified, open-end management investment company. The Board of Trustees supervises the business activities of the Funds. Like other mutual funds, the Trust retains various organizations to perform specialized services. North Country Investment Advisers, Inc. (the “Adviser”)The Adviser has been retained under an Investment Advisory Agreementinvestment advisory agreement with the Trust, on behalf of each Fund, to serve as the investment adv iseradviser to each Fund, subject to the authority of the Board of Trustees. The address of the Adviser is 250 Glen Street, Glens Falls, New York 12801. Gemini Fund Services, LLC (“GFS”), located at 450 Wireless Blvd.,80Arkay Drive, Suite 110, Hauppauge, NY 11788, provides the Trust with administration and fund accounting services. GFS, located at 4020 South 147^th17605 Wright Street, Suite 2, Omaha, Nebraska,NE 68130, also provides transfer agency services to the Trust. The Trust also retains Northern Lights Distributors, LLC., 4020 South 147^thLLC, 17605 Wright Street, Omaha, Nebraska 68137NE 68130 (the “Distributor”), to act as the principal distributor of the Funds’ shares.

THE PROXY

The Board of Trustees solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Meeting. A proxy card for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy card received in time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy will be voted for the election of the Trustees, and at the discretion of the holders of the proxy on any other matter that may come before the Meeting and any adjournments or postponements thereof that the Trust did not have notice of within a reasonable time prior to the mailing of this Proxy Statement. You may revoke your proxy at any time before it is exercised by (1) submitting a duly executed proxy card bearing a later date, (2) submitting a written notice to the President of the Trust revoking the proxy, or (3) attending and voting in perso nperson at the Meeting.

VOTING SECURITIES AND VOTING

The close of business on June 8, 2009July 31, 2017 is the record dateRecord Date for determining the shareholders entitled to notice of and to vote at the Meeting and any adjournment(s) or postponement(s) thereof (the "Record Date").thereof. There were 13,300,547.8186,937,766.9970 shares of beneficial interest of the Growth Fund issued and outstanding as of the Record Date and 9,231,363.6027,018,986.1950 shares of the Bond Fund outstanding as of the Record Date. All shareholders of record on the Record Date are entitled to vote at the Meeting and any adjournments or postponements thereof. Each shareholder is entitled to one (1) vote per share held, and fractional votes for fractional shares held, on any matter submitted to a vote at the Meeting.

Election of the Trustees requires a plurality of the shares voted in person or by proxy at the Meeting at which a quorum exists. Because Trustees are elected by a plurality, “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) and abstentions will have no effect.

Shareholders who object to any proposal in this Proxy Statement will not be entitled under Massachusetts law or the Funds’ Agreement and Declaration of Trust to demand payment for, or an appraisal of, their shares.

Effect of Abstentions on Quorum

For purposes of determining the presence of a quorum for transacting business at the Meeting, executed proxies marked as abstentions will be treated as shares that are present for quorum purposes.

Adjournments

In the event that the necessary quorum to transact business or the vote required to approve or reject the proposal is not obtained by the date of the Meeting, a person named as proxy may propose one or more adjournments of the Meeting for a reasonable period or periods to permit further solicitation of proxies. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on the proposal, such persons may propose one or more adjournments of the Meeting with respect to the proposal for a reasonable period or periods. Any adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the proposal. They will vote against any such adjournment those proxies required to be voted against the proposal. & nbsp;In the event of adjournment, no further notice is needed other than an announcement at the Meeting to be adjourned.

MANAGEMENT OF THE TRUST

Information regarding the executive officers of the Trust is set forth below. Unless otherwise noted, the address of each officer is c/o Gemini Fund Services, LLC, 450 Wireless Blvd.,80 Arkay Drive, Hauppauge, New York 11788.

Trust Officers

SECURITY OWNERSHIP OF MANAGEMENT

As of the Record Date, the Trustees and officers of the Trust, , as a group, beneficially owned less than 1% of the outstanding shares of the Growth Fund and the Bond Fund.

CONTROL PERSONS AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. As of the Record Date, Glens Falls National BankGFNB and Trust Company has investment authority with respect to more than 50% of the outstanding shares of each of the Growth Fund and Bond Fund. Therefore, Glens Falls National BankGFNB and Trust Company may be deemed to control each Fund. Any investor owning or controlling more than 50% of the value of the outstanding shares of a Fund may take actions without the approval of any other investor who invests in the Fund. As of the Record Date, the following persons owned 5% or more of the outstanding shares of the applicable Fund:

* Shares owned by Arrow Financial Corp. Pension Plan are owned of record by the SEI Private Trust Company; the ‘percentage owned’ figures of SEI Private Trust Company therefore include the shares owned by Arrow Financial Corp. Pension Plan.

As of the Record Date, the Trust knows of no other person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) who beneficially owns more than 5% of the outstanding shares of the Fund.

SHAREHOLDER PROPOSALS AND ANNUAL MEETING

The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the Securities and Exchange Commission, shareholder proposals may, under certain conditions, be included in the Trust'sTrust’s proxy statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust'sTrust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not insure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required as long as there is no particular requirement under the 1940 Act which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Ms. Rose Anne Casaburri, , Secretary, The North Country Funds, c/o Gemini Fund Services, LLC, 450 Wireless Blvd.,80 Arkay Drive, Suite 110, Hauppauge, NY 11788.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Shareholders wishing to send communications to the Board of Trustees or specific members of the Board should submit the communication in writing to the attention of Ms. Rose Anne Casaburri, Secretary of The North Country Funds, c/o Gemini Fund Services, LLC, 450 Wireless Blvd.,80 Arkay Drive, Suite 110, Hauppauge, NY 11788, identifying the correspondence as intended for the Board of The North Country Funds or for a specified member of the Board. The Secretary will maintain a copy of any such communication and promptly forward it to the Board no less frequently than monthly. The Board will periodically review such communications and determine how to respond, if at all.

COST OF SOLICITATION

The Board of Trustees of the Trust is making this solicitation of proxies. The cost of soliciting proxies will be borne by the Funds of the Trust. Proxies are being solicited by mail.

OTHER MATTERS

The Trust’s Board of Trustees knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the Meeting that the Trust did not have notice of within a reasonable time prior to the mailing of this Proxy Statement, the persons named as proxies will vote the shares represented by the proxy on such matters in accordance with their best judgment, and discretionary authority to do so is included in the proxy.

PROXY DELIVERY

If you and another shareholder share the same address, the Trust may only send one proxy statement unless you or the other shareholder(s) request otherwise. Call or write to the Trust if you wish to receive a separate copy of the proxy statement, and the Trust will promptly mail a copy to you. You may also call or write to the Trust if you wish to receive a separate proxy in the future, or if you are receiving multiple copies now, and wish to receive a single copy in the future. For such requests, call 888-350-2990(888) 628-8208 (toll free), or write the Trust’s transfer agent, Gemini Fund Services, LLC, at 4020 South 147^th17605 Wright Street, Suite 2, Omaha, Nebraska 68137.68130.

PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN

IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.

Important Notice Regarding the Availability of  Proxy Materials for the Special Meeting:

   The Proxy Statement is available for viewing at www.materials.proxyvote.com/65878P.

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M15611-S46808

PROXY CARD

THE NORTH COUNTRY FUNDS

COMBINED SPECIAL MEETING OF SHAREHOLDERS

July 24, 2009

The undersigned acknowledges receipt of the Notice of Meeting and Proxy Statement for the Combined Special Meeting of Shareholders of The North Country Funds (the "Trust") to be held at the offices of the Trust's administrator, 450 Wireless Blvd., Hauppauge, New York 11788, on July 24, 2009 at 10:00 a.m., Eastern Time (the “Meeting”), and hereby nominates, constitutes and appoints James Colantino and Rose Anne Casaburri, and each of them, the attorney, agent and proxy of the undersigned, with full powers of substitution, to vote all the shares the undersigned is entitled to vote at the Meeting and at any and all adjournments or postponements thereof, as fully and with the same force and effect as the undersigned might or could do if personally present, on the proposal set forth on the reverse side.

This Proxy is solicited on behalf of the Trust's Board of Trustees, and may be revoked prior to its exercise by submitting a written notice to the President of the Trust revoking this Proxy or a duly executed Proxy bearing a later date, or by appearing in person and voting at the Meeting.

Signature [PLEASE SIGN WITHIN BOX]      DATE

Signature (Joint Owners)                 DATE