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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811- 10123
The North Country Funds
______________________________________________________________________________________________________________________
(Exact name of registrant as specified in charter)
150 Motor Parkway, Hauppauge, New York 11788
(Address of principal executive offices) (Zip code)
Emile R. Molineaux, General Counsel
Gemini Fund Services, LLC
The Hauppauge Corporate Center
150 Motor Parkway
Hauppauge, New York 11788
________________________________________________________________________
(Name and address of agent for service)
Registrant's telephone number, including area code: (631) 470-2600
Date of fiscal year end: November 30
Date of reporting period: July 1, 2004 - June 30, 2005
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control nu mber. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. SEC 2451 (4-03) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
ITEM 1. PROXY VOTING RECORD: (see attached table)
Appended hereto as Exhibit A and Exhibit B is the following information indicating for each matter relating to a portfolio security owned by the Registrant considered at any shareholder meeting held during the twelve month period ended June 30, 2004 with respect to which the Registrant was entitled to vote:
(a). The name of the issuer of the portfolio security;
(b). The exchange ticker symbol of the portfolio security;
(c). The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;
(d). The shareholder meeting date;
(e). A brief identification of the matter voted on;
(f). Whether the matter was proposed by the issuer or by a security holder;
(g). Whether the Registrant cast its vote on the matter;
(h). How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i). Whether the Registrant cast its vote for or against management.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) THE NORTH COUNTRY FUNDS
By (Signature and Title)* /S/ Michael J. Wagner
Michael J. Wagner, President
Date August 1, 2005
* Print the name and title of each signing officer under his or her signature.
Item 1, Exhibit A | ||||||||||
| ||||||||||
Vote Summary Report | ||||||||||
Jul 01, 2004 - Sep 30, 2004 | ||||||||||
The North Country Funds - Equity Growth Fund | ||||||||||
Investment Company Act file number: 811- 10123 | ||||||||||
Mtg | Company/ | Management | Vote |
| ||||||
Date/Type | Ballot Issues | Cusip | Recommended | Cast | Prpnent |
| ||||
07/16/04 - A | Dell Inc. *DELL* | 24702R101 |
| |||||||
1 | Elect Directors | For | For | Mgmt | ||||||
2 | Ratify Auditors | For | For | Mgmt | ||||||
3 | Expense Stock Options | Against | For | ShrHoldr | ||||||
07/27/04 - A | Vodafone Group PLC *VOD* | 92857W100 | ||||||||
Meeting for Holders of ADRs | ||||||||||
1 | TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL STATEMENTS | For | For | Mgmt | ||||||
2 | TO APPROVE THE REMUNERATION REPORT | For | For | Mgmt | ||||||
3 | TO RE-ELECT PETER BAMFORD AS A DIRECTOR | For | For | Mgmt | ||||||
4 | TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR | For | For | Mgmt | ||||||
5 | TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE) | For | For | Mgmt | ||||||
6 | TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER OF THE REMUNERATION COMMITTEE) | For | For | Mgmt | ||||||
7 | TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE PER ORDINARY SHARE | For | For | Mgmt | ||||||
8 | Ratify Auditors | For | For | Mgmt | ||||||
9 | TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS REMUNERATION | For | For | Mgmt | ||||||
10 | TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 | For | For | Mgmt | ||||||
11 | TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE 16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION | For | For | Mgmt | ||||||
12 | TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES OF ASSOCIATION+ | For | For | Mgmt | ||||||
13 | TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN SHARES+ | For | For | Mgmt | ||||||
14 | TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS AND OFF-MARKET PURCHASES+ | For | For | Mgmt | ||||||
07/28/04 - A | The St. Paul Travelers Companies, Inc. *STA* | 792860108 |
| |||||||
1 | Elect Directors | For | For | Mgmt | ||||||
2 | Ratify Auditors | For | For | Mgmt | ||||||
3 | Approve Omnibus Stock Plan | For | For | Mgmt | ||||||
08/11/04 - A | Forest Laboratories, Inc. *FRX* | 345838106 | ||||||||
1 | Elect Directors | For | Split | Mgmt | ||||||
1.1 | Elect Director Howard Solomon --- For | |||||||||
1.2 | Elect Director William J. Candee, III --- For | |||||||||
1.3 | Elect Director George S. Cohan --- For | |||||||||
1.4 | Elect Director Dan L. Goldwasser --- For | |||||||||
1.5 | Elect Director Lester B. Salans --- For | |||||||||
1.6 | Elect Director Kenneth E. Goodman --- For | |||||||||
1.7 | Elect Director Phillip M. Satow --- Withhold | |||||||||
2 | Increase Authorized Common Stock | For | For | Mgmt | ||||||
3 | Approve Stock Option Plan | For | For | Mgmt | ||||||
4 | Ratify Auditors | For | For | Mgmt | ||||||
09/23/04 - A | Flextronics International Ltd. *FLEX* | Y2573F102 | ||||||||
Meeting for Holders of ADRs | ||||||||||
1 | Elect Directors | For | For | Mgmt | ||||||
2 | RE-APPOINTMENT OF PATRICK FOLEY AS A DIRECTOR OF THE COMPANY. | For | For | Mgmt | ||||||
3 | Ratify Auditors | For | For | Mgmt | ||||||
4 | TO APPROVE AN AMENDMENT TO THE COMPANY S 1997 EMPLOYEE SHARE PURCHASE PLAN. | For | For | Mgmt | ||||||
5 | TO APPROVE AMENDMENTS TO THE COMPANY S 2001 EQUITY INCENTIVE PLAN. | For | For | Mgmt | ||||||
6 | TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 EQUITY INCENTIVE PLAN TO ALLOW FOR ISSUANCES OF STOCK BONUSES. | For | For | Mgmt | ||||||
7 | TO APPROVE THE CONSOLIDATION OF ORDINARY SHARES AVAILABLE UNDER OUR ASSUMED PLANS INTO OUR 2001 EQUITY INCENTIVE PLAN. | For | For | Mgmt | ||||||
8 | TO APPROVE THE AUTHORIZATION FOR THE DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY SHARES. | For | For | Mgmt | ||||||
9 | TO APPROVE THE AUTHORIZATION FOR THE COMPANY TO PROVIDE $37,200 OF ANNUAL CASH COMPENSATION TO EACH OF ITS NON-EMPLOYEE DIRECTORS. | For | For | Mgmt | ||||||
10 | TO APPROVE THE AUTHORIZATION FOR THE COMPANY TO PROVIDE AN ADDITIONAL $10,000 OF ANNUAL CASH COMPENSATION FOR EACH OF ITS NON-EMPLOYEE DIRECTORS FOR COMMITTEE PARTICIPATION. | For | For | Mgmt | ||||||
11 | TO APPROVE THE AUTHORIZATION OF THE PROPOSED RENEWAL OF THE SHARE REPURCHASE MANDATE RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN ISSUED ORDINARY SHARES. | For | For | Mgmt | ||||||
12 | TO APPROVE THE AUTHORIZATION OF THE PROPOSAL APPROVAL OF A BONUS ISSUE. | For | For | Mgmt | ||||||
Item 1, Exhibit A | ||||||||||
Vote Summary Report | ||||||||||
Oct 01, 2004 - Dec 31, 2004 | ||||||||||
The North Country Funds - Equity Growth Fund | ||||||||||
Investment Company Act file number: 811- 10123 | ||||||||||
Mtg | Company/ | Management | Vote |
| ||||||
Date/Type | Ballot Issues | Cusip | Recommended | Cast |
| Prpnent |
| |||
10/06/04 - A | Paychex, Inc. *PAYX* | 704326107 |
| |||||||
1 | Elect Directors | For | Split | Mgmt | ||||||
1.1 | Elect Director B. Thomas Golisano --- For | |||||||||
1.2 | Elect Director G. Thomas Clark --- Withhold | |||||||||
1.3 | Elect Director David J. S. Flaschen --- For | |||||||||
1.4 | Elect Director Phillip Horsley --- For | |||||||||
1.5 | Elect Director Grant M. Inman --- For | |||||||||
1.6 | Elect Director J. Robert Sebo --- For | |||||||||
1.7 | Elect Director Joseph M. Tucci --- For | |||||||||
11/03/04 - A | Linear Technology Corp. *LLTC* | 535678106 |
| |||||||
1 | Elect Directors | For | For | Mgmt | ||||||
2 | Ratify Auditors | For | For | Mgmt | ||||||
11/04/04 - A | Brinker International, Inc. *EAT* | 109641100 |
| |||||||
1 | Elect Directors | For | For | Mgmt | ||||||
2 | Ratify Auditors | For | For | Mgmt | ||||||
3 | Adopt Smoke-Free Policy at all company-owned restaurants | Against | Against | ShrHoldr | ||||||
11/09/04 - A | Microsoft Corp. *MSFT* | 594918104 |
| |||||||
1 | Elect Directors | For | For | Mgmt | ||||||
2 | Amend Bundled Compensation Plans | For | For | Mgmt | ||||||
3 | Amend Bundled Compensation Plans | For | For | Mgmt | ||||||
4 | Amend Stock Option Plan | For | For | Mgmt | ||||||
5 | Ratify Auditors | For | For | Mgmt | ||||||
11/18/04 - A | Cisco Systems, Inc. *CSCO* | 17275R102 |
| |||||||
1 | Elect Directors | For | For | Mgmt | ||||||
2 | Ratify Auditors | For | For | Mgmt | ||||||
3 | Report on Pay Disparity | Against | Against | ShrHoldr | ||||||