North Country Funds N-CSR Certified annual shareholder report (management investment company)

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-10123

The North Country Funds

(Exact name of Registrant as specified in charter)

250 Glen Street, Glens Falls, NY 12801       

(Address of principal executive offices) (Zip code)

James Colantino

c/o Ultimus Fund Solutions, LLC., 4221 North 203rd Street, Suite 100 Elkhorn, Nebraska 68022-3474

(Name and address of agent for service)

Registrant's telephone number, including area code: 631-470-2600

Date of fiscal year end: 11/30

Date of reporting period: 11/30/23

Item 1. Reports to Stockholders.

(a)       Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

	The North Country Funds
	Large Cap Equity Fund
	Annual Report November 30, 2023
Investment Adviser North Country Investment Advisers, Inc. 250 Glen Street Glens Falls, NY 12801 Administrator and Fund Accountant Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 Investor Information: (888) 350-2990	This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or solicitation of an offer to buy shares of The North Country Funds. Such offering is made only by prospectus, which includes details as to offering price and other material information. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

The North Country Funds
ANNUAL REPORT

November 30, 2023

ECONOMIC SUMMARY

As we entered 2023, most predictions were fairly somber. Inflation peaked during the middle of 2022 but was still well above the Federal Reserve’s 2 percent target rate as we entered the New Year. The Fed was continuing to tighten monetary policy, and it was largely believed that the economy would slow and possibly enter a recession during the year. The Fed continued to raise rates early in the year and shrink its balance sheet. However, the economy held up in the first half of the year, inflation fell precipitously, the labor market remained strong and equity markets rallied.

As we entered July and August, the improvement we saw on the inflation front lost momentum as the price of oil spiked. Both equity and fixed income markets sold off. Equity markets suffered a sharp correction from early August through late October. Yields spiked, with the benchmark 10-Year U.S. Treasury briefly touching 5 percent. This pushed the average 30-year mortgage rate over 8 percent, causing a downturn in the housing market.

During the fall, we saw the return of better inflation data. Third-quarter GDP came in at a strong 4.9 percent and the labor market remained solid. This Goldilocks environment led to a sharp rally in both equities and bonds, which continued as we closed out November.

The Large Cap Equity Fund

Global economies faced multiple headwinds throughout 2023 led by a combination of concerns including inflation and rising interest rates, the possibility of a painful recession or a “soft landing,” an unexpected regional banking crisis, and rising geopolitical tensions around the world. However, the stock market breathed a sigh of relief as inflation showed signs of easing and the Federal Reserve’s rhetoric indicated rate cuts in 2024. Many U.S. stocks, especially those that were hit so hard in 2022, recovered a lot of their lost ground. Technology, Communication Services and Consumer Discretionary stocks showed the strongest performance in 2023 as investors shifted focus from rising interest rates to the possibility of early 2024 rate cuts. Defensive sectors, including Utilities, Healthcare and Consumer Staples, were the biggest laggards.

Among the 2023 market leaders were the so-called “Magnificent 7” mega cap tech stocks – Apple, Amazon, Alphabet, Nvidia, Meta Platforms, Microsoft, and Tesla. All seven stocks have more than doubled the S&P 500’s gains during the year. These companies played a significant role in fueling the large U.S. equity returns in the first half of the year but showed a return to more balanced and diverse market dynamics in the second half.

For the one-year period ending November 30, 2023, the North Country Large Cap Equity Fund returned 12.95% while the S&P 500 returned 13.84%. On an annualized basis, the three, five and 10-year total returns for the North Country Large Cap Equity Fund were 6.44%, 11.48% and 10.91% versus the S&P 500 at 9.76%, 12.51% and 11.82%, respectively.

1

The Equity Fund’s underperformance over the one-year time period can primarily be attributed to the lower overall exposure to the top 7 performing S&P 500 stocks. The Fund was purposefully positioned this way in 2022 and the beginning of 2023 to manage the headwinds of rising interest rates and an expected slowing in enterprise IT spending during that time. Enthusiasm around Artificial Intelligence provided more of a floor on spending than previously anticipated and as a result the Fund was moved toward the middle from a previously defensive positioning stance.

Growth stock’s year -to-date and one-year edge on value stocks remains substantial. Throughout the period, investors navigated earnings seasons, which for our companies was largely in line with its share of positives, but also some disappointments. In general, companies that beat expectations and issued strong guidance were met with a sigh of relief, which was a stark contrast to the pullback firms encountered when coming up short – especially in terms of outlooks.

Many of the select names across the portfolio generated strong relative returns during the year, as these companies with unique products and services have been widely viewed as beneficiaries of this new global economic environment. The greater focus on quality factors throughout the year has benefited the relative performance of the portfolio in times of stress, and we will continue to implement an investment process that focuses on sustainable free cash flow from operations, profit margins, capital discipline and strong balance sheets.

Equity Growth Fund:

Annual Fund Operating Expenses:	(As a Percentage of Net Assets)
Total Annual Operating Expenses:	1.02%

Average Annual Total Returns as of September 30, 2023 (Latest Calendar Quarter)

	1 Year	5 Years	10 Years
North Country Equity Growth Fund	19.57%	7.93%	11.00%

Average Annual Total Returns as of November 30, 2023 (Fiscal Year-End)

	1 Year	5 Years	10 Years
North Country Equity Growth Fund	12.95%	11.48%	10.91%

Performance data quoted above is historical and is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. You can obtain performance data current to the most recent month-end by calling 1-888-350-2990. Information provided is unaudited.

2

The views expressed are as November 30, 2023 and are those of the adviser, North Country Investment Advisers, Inc. The views are subject to change at any time in response to changing circumstances in the markets and are not intended to predict or guarantee the future performance of any individual security market sector or the markets generally, or the North Country Funds.

Not FDIC insured. Not obligations of or guaranteed by the bank. May involve investment risks, including possible loss of the principal invested.

3007-NLD-01/09/2023

3

North Country Large Cap Equity Fund

Growth of $10,000 Investment (Unaudited)

This chart illustrates the comparison of a hypothetical investment of $10,000 in the North Country Large Cap Equity Fund (assuming reinvestment of all dividends and distributions) versus the Fund’s benchmark index.

Average Annual Total Returns as of November 30, 2023

	1 Year	5 Years	10 Years
North Country Large Cap Equity Fund	12.95%	11.48%	10.91%
S&P 500	13.84%	12.51%	11.82%

The S&P 500 is a market capitalization-weighted index of 500 widely held common stocks. Indexes and benchmarks are unmanaged and do not reflect the deduction of expenses associated with a mutual fund, such as investment management and fund accounting fees. Investors cannot invest directly in an index or benchmark, although they can invest in its underlying securities or funds.

Past performance is not indicative of future results. The investment return and NAV will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Total returns are calculated assuming reinvestment of all dividends and capital gains distributions.

The returns do not reflect a reduction for taxes a shareholder would pay on the redemption of fund shares or fund distributions.

4

North Country Large Cap Equity Fund

Portfolio Summary (Unaudited)

November 30, 2023

Industries	% of Net Assets	Industries	% of Net Assets
Common Stock	97.2%	Electrical Equipment	1.7%
Software	15.6%	Home Construction	1.7%
Technology Hardware	9.3%	Insurance	1.6%
Internet Media & Services	6.4%	Diversified Industrials	1.5%
Medical Equipment & Devices	6.3%	Data Center REIT	1.3%
Semiconductors	4.8%	Commercial Support Services	1.2%
Biotech & Pharma	4.8%	Electric Utilities	1.1%
Retail - Discretionary	4.2%	Entertainment Content	1.0%
Banking	3.8%	Apparel & Textile Products	0.8%
E-Commerce Discretionary	3.8%	Specialty Finance	0.7%
Institutional Financial Services	3.3%	Leisure Facilities & Services	0.6%
Retail - Consumer Staples	3.2%	Wholesale - Consumer Staples	0.5%
Oil & Gas Producers	2.6%	Self-Storage REIT	0.4%
Machinery	2.3%	Infrastucture REIT	0.4%
Health Care Facilities & Services	2.3%	Construction Materials	0.2%
Asset Management	2.2%
Chemicals	2.1%
Beverages	1.9%	Money Market Funds	2.7%
Household Products	1.8%	Other assets in excess of liabilities	0.1%
Technology Services	1.8%	Total Net Assets	100.0%

Top Ten Holdings	% of Net Assets	Top Ten Holdings	% of Net Assets
Apple, Inc.	8.0%	Adobe, Inc.	3.1%
Microsoft Corporation	8.0%	Home Depot, Inc.	2.5%
Amazon.com, Inc.	3.8%	Salesforce, Inc.	2.4%
Alphabet, Inc.	3.6%	UnitedHealth Group, Inc.	2.3%
NVIDIA Corporation	3.5%	BlackRock, Inc.	2.2%

5

NORTH COUNTRY LARGE CAP EQUITY FUND

SCHEDULE OF INVESTMENTS

November 30, 2023

Shares			Fair Value
		COMMON STOCKS — 97.2%
		APPAREL & TEXTILE PRODUCTS - 0.8%
	8,500	NIKE, Inc., Class B	$	937,295
		ASSET MANAGEMENT - 2.2%
	3,350	BlackRock, Inc.		2,516,621
		BANKING - 3.8%
	69,500	Bank of America Corporation		2,119,055
	15,750	JPMorgan Chase & Company		2,458,259
				4,577,314
		BEVERAGES - 1.9%
	13,200	PepsiCo, Inc.		2,221,428
		BIOTECH & PHARMA - 4.8%
	5,700	Amgen, Inc.		1,536,948
	3,400	Eli Lilly and Company		2,009,536
	9,500	Johnson & Johnson		1,469,270
	1,500	Vertex Pharmaceuticals, Inc.(a)		532,215
				5,547,969
		CHEMICALS - 2.1%
	2,700	Air Products and Chemicals, Inc.		730,485
	3,900	Ecolab, Inc.		747,747
	2,000	LyondellBasell Industries N.V., Class A		190,200
	2,750	Sherwin-Williams Company (The)		766,700
				2,435,132
		COMMERCIAL SUPPORT SERVICES - 1.2%
	8,000	Waste Management, Inc.		1,367,920
		CONSTRUCTION MATERIALS - 0.2%
	1,100	Vulcan Materials Company		234,916
		DATA CENTER REIT - 1.3%
	11,000	Digital Realty Trust, Inc.		1,526,580

The accompanying notes are an integral part of these financial statements.

6

NORTH COUNTRY LARGE CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2023

Shares			Fair Value
		COMMON STOCKS — 97.2% (Continued)
		DIVERSIFIED INDUSTRIALS - 1.5%
	9,000	Honeywell International, Inc.	$	1,763,280
		E-COMMERCE DISCRETIONARY - 3.8%
	30,100	Amazon.com, Inc.(a)		4,397,309
		ELECTRIC UTILITIES - 1.1%
	8,000	Dominion Energy, Inc.		362,720
	5,500	NextEra Energy, Inc.		321,805
	9,150	Southern Company (The)		649,467
				1,333,992
		ELECTRICAL EQUIPMENT - 1.7%
	22,000	Amphenol Corporation, Class A		2,001,780
		ENTERTAINMENT CONTENT - 1.0%
	12,950	Walt Disney Company (The)(a)		1,200,336
		HEALTH CARE FACILITIES & SERVICES - 2.3%
	4,900	UnitedHealth Group, Inc.		2,709,553
		HOME CONSTRUCTION - 1.7%
	33,000	Masco Corporation		1,998,150
		HOUSEHOLD PRODUCTS - 1.8%
	13,625	Procter & Gamble Company (The)		2,091,710
		INFRASTRUCTURE REIT - 0.4%
	2,350	American Tower Corporation		490,633
		INSTITUTIONAL FINANCIAL SERVICES - 3.3%
	2,600	Goldman Sachs Group, Inc. (The)		888,004
	18,000	Intercontinental Exchange, Inc.		2,049,120
	11,300	Morgan Stanley		896,542
				3,833,666

The accompanying notes are an integral part of these financial statements.

7

NORTH COUNTRY LARGE CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2023

Shares			Fair Value
		COMMON STOCKS — 97.2% (Continued)
		INSURANCE - 1.6%
	5,100	Berkshire Hathaway, Inc., Class B(a)	$	1,836,000
		INTERNET MEDIA & SERVICES - 6.4%
	31,800	Alphabet, Inc., Class A(a)		4,214,454
	5,500	Meta Platforms, Inc., Class A(a)		1,799,325
	3,000	Netflix, Inc.(a)		1,421,910
				7,435,689
		LEISURE FACILITIES & SERVICES - 0.6%
	2,600	McDonald’s Corporation		732,784
		MACHINERY - 2.3%
	6,300	Caterpillar, Inc.		1,579,536
	14,300	Ingersoll Rand, Inc.		1,021,449
	1,666	Veralto Corporation(a)		128,699
				2,729,684
		MEDICAL EQUIPMENT & DEVICES - 6.3%
	20,000	Abbott Laboratories		2,085,800
	5,000	Danaher Corporation		1,116,550
	6,500	Stryker Corporation		1,926,145
	4,600	Thermo Fisher Scientific, Inc.		2,280,495
				7,408,990
		OIL & GAS PRODUCERS - 2.6%
	6,600	Chevron Corporation		947,760
	8,200	Exxon Mobil Corporation		842,468
	34,400	Williams Companies, Inc. (The)		1,265,576
				3,055,804
		RETAIL - CONSUMER STAPLES - 3.2%
	2,075	Costco Wholesale Corporation		1,229,936
	4,100	Dollar Tree, Inc.(a)		506,719
	13,400	Walmart, Inc.		2,086,246
				3,822,901
		RETAIL - DISCRETIONARY - 4.2%
	9,200	Home Depot, Inc. (The)		2,884,108

The accompanying notes are an integral part of these financial statements.

8

NORTH COUNTRY LARGE CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2023

Shares			Fair Value
		COMMON STOCKS — 97.2% (Continued)
		RETAIL - DISCRETIONARY - 4.2% (Continued)
	23,050	TJX Companies, Inc. (The)	$	2,030,936
				4,915,044
		SELF-STORAGE REIT - 0.4%
	1,900	Public Storage		491,644
		SEMICONDUCTORS - 4.8%
	20,000	Marvell Technology, Inc.		1,114,600
	8,730	NVIDIA Corporation		4,083,021
	5,000	Teradyne, Inc.		461,150
				5,658,771
		SOFTWARE - 15.6%
	6,000	Adobe, Inc.(a)		3,666,060
	24,500	Microsoft Corporation		9,283,294
	12,700	Oracle Corporation		1,475,867
	1,600	Palo Alto Networks, Inc.(a)		472,144
	11,000	Salesforce, Inc.(a)		2,770,900
	2,500	Snowflake, Inc.(a)		469,200
				18,137,465
		SPECIALTY FINANCE - 0.7%
	6,800	Capital One Financial Corporation		759,288
		TECHNOLOGY HARDWARE - 9.3%
	48,900	Apple, Inc.		9,288,555
	30,750	Cisco Systems, Inc.		1,487,685
				10,776,240
		TECHNOLOGY SERVICES - 1.8%
	8,000	Visa, Inc., Class A		2,053,440
		WHOLESALE - CONSUMER STAPLES - 0.5%
	7,500	Sysco Corporation		541,275
		TOTAL COMMON STOCKS (Cost $44,689,826)		113,540,603

The accompanying notes are an integral part of these financial statements.

9

NORTH COUNTRY LARGE CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2023

Shares			Fair Value
		SHORT-TERM INVESTMENTS — 2.7%
		MONEY MARKET FUNDS - 2.7%
	3,129,441	BlackRock Liquidity Funds Treasury Trust Fund Portfolio Institutional Class, Institutional Class, 5.27% (Cost $3,129,441)(b)	$	3,129,441
		TOTAL INVESTMENTS - 99.9% (Cost $47,819,267)	$	116,670,044
		OTHER ASSETS IN EXCESS OF LIABILITIES- 0.1%		67,542
		NET ASSETS - 100.0%	$	116,737,586

N.V. - Naamioze Vennootschap

REIT - Real Estate Investment Trust

^(a) Non-income producing security.

^(b) Rate disclosed is the seven day effective yield as of November 30, 2023.

The accompanying notes are an integral part of these financial statements.

10

THE NORTH COUNTRY FUNDS

STATEMENT OF ASSETS AND LIABILITIES

November 30, 2023

	Large Cap
	Equity Fund
ASSETS:
Investments in securities, at fair value (Cost $47,819,267)	$	116,670,044
Dividends and interest receivable		187,249
Receivable for fund shares sold		299
Prepaid expenses and other assets		7,122
Total Assets		116,864,714
LIABILITIES:
Accrued advisory fees		70,403
Payable for fund shares redeemed		13,080
Payable to related parties		15,641
Accrued audit fees		17,999
Accrued expenses and other liabilities		10,005
Total Liabilities		127,128
Net Assets	$	116,737,586
NET ASSETS CONSIST OF:
Paid in capital	$	30,952,860
Accumulated earnings		85,784,726
Net Assets	$	116,737,586
Shares outstanding (unlimited number of shares authorized; no par value)		5,621,773
Net asset value, offering and redemption price per share ($116,737,586/5,621,773)	$	20.77

The accompanying notes are an integral part of these financial statements

11

THE NORTH COUNTRY FUNDS

STATEMENT OF OPERATIONS

For the Year Ended November 30, 2023

	Large Cap
	Equity Fund
INVESTMENT INCOME:
Dividends	$	1,873,801
Interest		151,763
Total investment income		2,025,564
EXPENSES:
Investment advisory fees		926,711
Administration and fund accounting fees		182,801
Legal fees		63,810
Transfer agency fees		42,480
Trustees’ fees		23,884
Audit fees		19,250
Registration and filing fees		16,935
Chief Compliance Officer fees		16,002
Printing expense		15,021
Insurance expense		11,924
Custody fees		10,501
Shareholder Service fees		20
Miscellaneous expenses		4,376
Total expenses		1,333,715
Net investment income		691,849
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized gain from investment transactions		18,747,047
Net change in unrealized depreciation of investments		(4,498,320	)
Net realized and unrealized gain on investments		14,248,727
Net increase in net assets resulting from operations	$	14,940,576

The accompanying notes are an integral part of these financial statements

12

THE NORTH COUNTRY FUNDS

LARGE CAP EQUITY FUND

STATEMENTS OF CHANGES IN NET ASSETS

	For the Year			For the Year
	Ended			Ended
	November 30, 2023			November 30, 2022
FROM OPERATIONS:
Net investment income	$	691,849		$	720,871
Net realized gain from investment transactions		18,747,047			14,498,058
Net change in unrealized deprecation		(4,498,320	)		(36,088,146	)
Net increase (decrease) in net assets resulting from operations		14,940,576			(20,869,217	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions to shareholders		(14,322,130	)		(13,679,110	)
CAPITAL SHARE TRANSACTIONS (Note 4)		(15,452,119	)		(39,054,350	)
NET ASSETS:
Net decrease in net assets		(14,833,673	)		(4,506,023	)
Beginning of year		131,571,259			170,625,609
End of year	$	116,737,586		$	131,571,259

The accompanying notes are an integral part of these financial statements

13

THE NORTH COUNTRY FUNDS

LARGE CAP EQUITY FUND

FINANCIAL HIGHLIGHTS

(For a fund share outstanding throughout each year)

	For the Year Ended November 30,
	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	20.73		$	25.86		$	23.48		$	20.32		$	18.99
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (1)		0.11			0.11			0.07			0.08			0.08
Net realized and unrealized gain (loss) on investments		2.19			(3.16	)		4.74			4.44			2.55
Total from investment operations		2.30			(3.05	)		4.81			4.52			2.63
LESS DISTRIBUTIONS:
Dividends from net investment income		(0.12	)		(0.07	)		(0.10	)		(0.08	)		(0.05	)
Distribution from net realized gains		(2.14	)		(2.01	)		(2.33	)		(1.28	)		(1.25	)
Total distributions		(2.26	)		(2.08	)		(2.43	)		(1.36	)		(1.30	)
Net asset value, end of year	$	20.77		$	20.73		$	25.86		$	23.48		$	20.32
Total return (2)		12.95	%		(13.02	)%		22.73	%		23.90	%		15.25	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000’s)	$	116,738		$	131,571		$	170,626		$	151,343		$	136,366
Ratios to average net assets:
Expenses		1.08	%		1.02	%		0.99	%		1.02	%		1.04	%
Net investment income		0.56	%		0.51	%		0.31	%		0.40	%		0.41	%
Portfolio turnover rate		8	%		7	%		7	%		5	%		15	%

(1) Net investment income per share is based on average shares outstanding during the year or period.

(2) Total returns are historical and assume changes in share price and reinvestment of dividends and capital gain distributions, if any. Total return does not reflect the deductions of taxes that a shareholder would pay on distributions or on the redemption of shares.

The accompanying notes are an integral part of these financial statements

14

THE NORTH COUNTRY FUNDS

NOTES TO FINANCIAL STATEMENTS

November 30, 2023

NOTE 1. ORGANIZATION

The North Country Funds (the “Trust”) was organized as a Massachusetts business trust on June 1, 2000, and registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end, diversified, management investment company on September 11, 2000. The Trust currently offers one series: the North Country Large Cap Equity Fund (the “Fund”). The Fund’s principal investment objective is to provide investors with long-term capital appreciation. The Fund commenced operations on March 1, 2001.

The Fund was initially organized on March 26, 1984 under New York law as a Collective Investment Trust sponsored by Glens Falls National Bank & Trust Company. Prior to its conversion to a regulated investment company (mutual fund), investor participation was limited to qualified employee benefit plans.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies followed by the Trust in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with these generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from these estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services - Investment Companies.

Security Valuation – Securities which are traded on a national securities exchange are valued at the last quoted sale price. NASDAQ traded securities are valued using the NASDAQ official closing price (“NOCP”). Investments for which no sales are reported are valued at the mean between the current bid and ask prices on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy described below. When an equity security is valued by the independent pricing service using factors other than market quotations or the market is considered inactive, they will be categorized in level 2.

Any securities or other assets for which market quotations are not readily available, or securities for which the last bid price does not accurately reflect the current value, are valued at fair value pursuant to the Fund’s fair value pricing policies and procedures, as approved by the Board (the “Valuation Policy”). The Board has designated North Country Investment Advisers, Inc., the Fund’s investment adviser (the “Adviser”), as the “Valuation Designee” pursuant to Rule 2a-5 under the 1940 Act to make fair value determinations for all of the Fund’s investments for which market quotations are not readily available (or are deemed unreliable). The Board will oversee the Adviser’s fair value determinations and the Adviser’s performance as Valuation Designee. Pursuant to the Valuation Policy, the Valuation Designee will take into account all relevant factors and circumstances in determining the fair value of a security, which may include: (i) the nature and pricing history (if any) of the security; (ii) whether any dealer quotations for the security are available; (iii) possible valuation methodologies that could be used to determine the fair value of the security; (iv) the recommendation of the portfolio manager of the Fund with respect to the valuation of the security; (v) whether the same or similar securities are held by other funds managed

15

THE NORTH COUNTRY FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2023

by the Adviser or other funds and the method used to price the security in those funds; (vi) the extent to which the fair value to be determined for the security will result from the availability and use of data, reports or formulae produced by third parties independent of the Adviser; (vii) the liquidity or illiquidity of the market for the security; (viii) the size of the Fund’s holdings; (ix) the existence of any extraordinary event relating to the security; (x) changes in the market environment; and (xi) any other matters considered relevant by the Valuation Designee. In the absence of readily available market quotations, or other observable inputs, securities valued at fair value pursuant to the Procedures would be categorized as level 3.

Money market funds are valued at their net asset value of $1.00 per share and are categorized as level 1. Securities with maturities of 60 days or less may be valued at amortized cost, which approximates fair value and would be categorized as level 2. The ability of issuers of debt securities held by the Fund to meet its obligations may be affected by economic or political developments in a specific country or region.

The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, including the Valuation Designee’s assumptions used in determining the fair value of priced instruments.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

16

THE NORTH COUNTRY FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2023

The following is a summary of inputs used as of November 30, 2023, in valuing the Fund’s assets carried at fair value.

North Country Large Cap Equity Fund:

Assets	Level 1		Level 2		Level 3*		Total
Common Stock **	$	113,540,603	$	—	$	—	$	113,540,603
Money Market Fund		3,129,441		—		—		3,129,441
Total	$	116,670,044	$	—	$	—	$	116,670,044

* The Fund did not hold any Level 3 investments during the period.

** See Schedule of Investments for industry classifications.

Federal Income Taxes – The Fund makes no provision for federal income or excise tax. The Fund intends to qualify each year as regulated investment companies (“RICs”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of its taxable income. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Fund could incur a tax expense.

Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years November 30, 2020, to November 30, 2022, or expected to be taken in the Fund’s November 30, 2023, year-end tax returns. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statements of operations. The Fund identifies its major tax jurisdictions as U.S. Federal and New York State.

During the fiscal year ended November 30, 2023, the Fund utilized tax equalization which is the use of earnings and profits distributions to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. Permanent book and tax differences, primarily attributable to the book/tax treatment of use of tax equalization credits, resulted in reclassifications for the Fund for the fiscal year ended November 30, 2023, as follows:

Paid
In		Distributable
Capital		Earnings
$	2,510,016	$	(2,510,016	)

Dividends and Distributions – The Fund will pay dividends from net investment income, if any, on an annual basis. The Fund will declare and pay distributions from net realized capital gains, if any, annually. Income and capital gain distributions to shareholders are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

Security Transactions – Securities transactions are recorded no later than the first business day after the trade date, except for reporting purposes when trade date is used. Realized gains and losses on sales of securities are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are amortized over the life of the

17

THE NORTH COUNTRY FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2023

respective securities using the effective yield method. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

Indemnification – The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be remote.

Cash and cash equivalents – Cash and cash equivalents are held with a financial institution. The assets of the Fund may be placed in deposit accounts at U.S. banks and such deposits generally exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The FDIC insures deposit accounts up to $250,000 for each accountholder. The counterparty is generally a single bank rather than a group of financial institutions; thus there may be a greater counterparty credit risk. The Fund places deposits only with those counterparties which are believed to be creditworthy and there has been no history of loss.

NOTE 3. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

The Trust has entered into an investment advisory agreement (the “Advisory Agreement”) with North Country Investment Advisers, Inc. (the “Adviser”). Pursuant to the Advisory Agreement, the Adviser is responsible for formulating the Trust’s investment programs, making day-to-day investment decisions and engaging in portfolio transactions, subject to the authority of the Board of Trustees. Under the terms of the agreement, the Fund pays a fee, calculated daily and paid monthly, at an annual rate of 0.75% of the average daily net assets of the Fund. For the year ended November 30, 2023, the Adviser received advisory fees of $926,711.

The Trust has entered into an Underwriting Agreement with Northern Lights Distributors, LLC (“the Distributor”) to serve as the principal underwriter for the Fund and distributor for the Fund’s shares.

In addition, certain affiliates of the Distributor provide services to the Fund as follows:

Ultimus Fund Solutions, LLC (“UFS”) – UFS, an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration, fund accounting, and transfer agency services to the Fund. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Fund for serving in such capacities.

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of UFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.

18

THE NORTH COUNTRY FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2023

BluGiant, LLC (“BluGiant”), an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, BluGiant receives customary fees from the Fund.

Certain officers and/or trustees of the Adviser are also officers/trustees of the Trust.

NOTE 4. CAPITAL SHARE TRANSACTIONS

At November 30, 2023, there were an unlimited number of shares authorized with no par value.

Transactions in capital shares were as follows:

	For the Year						For the Year
	Ended						Ended
	November 30, 2023						November 30, 2022
	Shares			Amount			Shares			Amount
Shares sold		223,652		$	4,042,425			338,914		$	7,300,809
Shares issued for reinvestment of dividends		772,470			13,688,179			521,834			12,764,060
Shares redeemed		(1,721,579	)		(33,182,723	)		(1,110,409	)		(24,570,892	)
Net decrease		(725,457	)	$	(15,452,119	)		(249,661	)	$	(4,506,023	)

NOTE 5. INVESTMENTS

The cost of purchases and proceeds from the sales of securities, other than short-term investments, for the year ended November 30, 2023, amounted to $9,225,169 and $38,417,587, respectively.

NOTE 6. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

The identified cost of investments in securities owned by the Fund for federal income tax purposes, and its gross unrealized appreciation and depreciation at November 30, 2023, were as follows:

		Gross		Gross			Net Unrealized
Tax		Unrealized		Unrealized			Appreciation
Cost		Appreciation		Depreciation			(Depreciation)
$	47,765,857	$	69,770,197	$	(866,010	)	$	68,904,187

19

THE NORTH COUNTRY FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2023

NOTE 7. TAX INFORMATION

The tax character of distributions paid during the fiscal year ended November 30, 2023, and fiscal year ended November 30, 2022, was as follows:

	Fiscal Year Ended		Fiscal Year Ended
	November 30, 2023		November 30, 2022
Ordinary Income	$	732,450	$	594,998
Long-Term Capital Gain		13,589,680		13,084,112
Return of Capital		—		—
	$	14,322,130	$	13,679,110

As of November 30, 2023, the components of distributable earnings/ (deficit) on a tax basis were as follows:

Undistributed		Undistributed		Post October Loss		Capital Loss		Other		Unrealized		Total
Ordinary		Long-Term		and		Carry		Book/Tax		Appreciation/		Distributable Earnings/
Income		Gains		Late Year Loss		Forwards		Differences		(Depreciation)		(Accumulated Deficit)
$	720,087	$	16,160,452	$	—	$	—	$	—	$	68,904,187	$	85,784,726

The difference between book basis and tax basis unrealized appreciation/(depreciation) from investments is primarily attributable to the adjustments for C-Corporation return of capital distributions.

NOTE 8. CONTROL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates presumption of control of the Fund, under Section 2(a) 9 of the 1940 Act. As of November 30, 2023, SEI Private Trust Company, an account holding shares for the benefit of others in nominee name, held approximately 85% of the voting securities of the Fund.

NOTE 9. RECENT REGULATORY UPDATES

On January 24, 2023, the SEC adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will not appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Fund.

NOTE 10. SUBSEQUENT EVENTS

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Except as noted below, management has concluded that there are no events requiring additional adjustment or disclosure in the financial statements. On December 6, 2023, the Fund paid an ordinary income dividend of $0.1164 per share, a short-term capital gain dividend of $0.0136 per share and a long-term capital gain dividend of $2.8761 per share to shareholders of record on December 5, 2023. Effective April 1, 2024, the adviser will voluntarily waive 0.05% of its advisory fee.

20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of

The North Country Funds

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The North Country Funds comprising North Country Large Cap Equity Fund (the “Fund”) as of November 30, 2023, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five years in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2023, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2023, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Fund’s auditor since 2004.

COHEN & COMPANY, LTD.

Milwaukee, Wisconsin

January 24, 2024

COHEN & COMPANY, LTD.

800.229.1099 | 866.818.4538 fax | cohencpa.com

Registered with the Public Company Accounting Oversight Board

21

THE NORTH COUNTRY FUNDS

ADDITIONAL INFORMATION (Unaudited)

FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN APPROVING THE INVESTMENT ADVISORY AGREEMENT

At a meeting (the “Meeting”) of the Board of Trustees (the “Board” or the “Trustees”) held on July 18, 2023, a majority of the Board, including a majority of trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (hereafter, the “Independent Trustees”), unanimously approved the continuance of the investment advisory agreement (the “Advisory Agreement”) between North Country Investment Advisers, Inc. (“NCIA” or the “Adviser”) and the North Country Large Cap Equity Fund (the “Large Cap Fund” or “Fund”). Fund counsel discussed with the Board its fiduciary responsibility to shareholders and the importance of assessing certain specific factors in its deliberations. Prior to the Meeting, the Adviser provided the Board with a number of written materials, including information relating to: a) the terms of the Advisory Agreement and fee arrangements with the Fund; b) the Adviser’s management and investment personnel; c) the financial condition and stability of the Adviser; d) data comparing the Fund’s fees, operating expenses and performance with that of a group of mutual funds in the same category, that the Adviser determined were similar in size to the Fund (the “Peer Group”); and e) past performance of the Fund as compared to its benchmark. In addition, the Board engaged in in-person discussions with representatives of the Adviser. The Board also met outside the presence of the Adviser to consider this matter and consulted with independent counsel and the Fund’s Chief Compliance Officer.

The Board, including the Independent Trustees, unanimously approved continuance of the Advisory Agreement based upon its review of the written materials provided at the Meeting, the reports provided at each quarterly meeting of the Board, the Board’s discussions with key personnel of the Adviser, and the Board’s deliberations. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and individual Trustees may have attributed different weights to the various factors. Below is a summary of the Board’s conclusions regarding various factors relevant to approval of continuance of the Advisory Agreement:

Nature, Extent and Quality of Services. In considering the renewal of the Advisory Agreement the Board considered the nature, extent and quality of services that NCIA provided to the Fund, including NCIA’s personnel and resources. The Board reviewed the services NCIA provided in serving as investment adviser and the backgrounds of the personnel providing services to the Fund, including portfolio managers. They also reviewed information provided regarding trading and brokerage practices, risk management and compliance and regulatory matters. The Board also considered the structure of portfolio manager compensation. The Board concluded that the services NCIA provided were satisfactory.

Performance of the Adviser. The Board reviewed performance information for the Fund compared to the Benchmark Index and Peer Group for the one-, two-, three-, four-, five- and ten-year periods ended May 31, 2023. The Board also reviewed information on the construction of the Fund’s Peer Group. The Board reviewed the Fund’s total returns compared to the total returns of its Peer Group and Benchmark Index (Lipper Large Cap Core Funds Index). The Board considered the performance of the Fund against the Peer Group and Benchmark Index for the one-, two-, three-, four-, five-, and ten-year periods. The Board concluded that the performance of the Fund was satisfactory.

Cost of Services. The Board reviewed the Fund’s contractual advisory fee and expense ratio taking into account the Fund’s net asset size, and reviewed information comparing the advisory fee and expense ratio to those of the Fund’s Peer Group. The Board discussed the level of work involved in NCIA’s management and oversight of the Fund and the other services that NCIA provided to the Funds. The Board considered the nature and scope of the services provided by NCIA, including supervision of outside service providers. In light of the nature, quality and extent of services NCIA provided, the Board concluded that the Fund’s advisory fee was appropriate. The Board also requested that NCIA consider again the possible appropriateness of a five-basis point fee waiver, whether an expense cap might be appropriate, and whether there might be some other way to lower the total expenses of the Fund.

22

THE NORTH COUNTRY FUNDS

ADDITIONAL INFORMATION (Unaudited)(Continued)

Profitability. The Board reviewed the profitability of NCIA with respect to the Fund. The Board considered the methodology for calculating profitability. Using such methodology, the Board noted that NCIA earned a profit from the Fund. The Board concluded that the profitability of NCIA in connection with the management of the Fund was not excessive given the nature, extent and quality of the services provided.

Economies of Scale. The Trustees noted that the Adviser represented that certain efficiencies may be realized when the level of assets under management in the Fund nears $500 million. The Trustees concluded that they would re-visit the issue of certain benefits to the Fund’s shareholders that might ensue from economies of scale following any significant growth in Fund assets or other change in circumstances.

Fallout Benefits. Because of its relationship with the Fund, NCIA and its affiliates may derive ancillary benefits from Fund operations, including those derived from the allocation of Fund brokerage and the use of commission dollars to pay for research and other similar services. The Board noted that NCIA did not anticipate any fallout benefits at this time.

Conclusion. Based on all of the information considered and the conclusions reached, the Board determined that the compensation to be paid under the Advisory Agreement is appropriate in light of the nature, quality and extent of services provided by NCIA, and that the continuance of the Advisory Agreement be approved.

23

	THE NORTH COUNTRY FUNDS
INFORMATION REGARDING
TRUSTEES AND OFFICERS (Unaudited)

The following table provides information regarding each Independent Trustee:

Name, Address(1) and Year of Birth	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees
John C. Olsen(2) Born in 1955	Chairman of the Board and Trustee	Indefinite Since 2004 (Chairman since 2021)	Retired (2019–Present); Firm Ambassador, Bonadio & Co., LLP (2018–2020).	1	None
James E. Amell Born in 1959	Trustee	Indefinite Since 2017	Director and Shareholder of MMB + CO (CPA Firm) (1981–Present).	1	None
Keith P. McAfee(3) Born in 1963	Trustee	Indefinite Since 2017	Retired (2020–Present); Vice President of Electric Operations for New York, National Grid (2011–2020); Employee, National Grid (1992–2020).	1	None
Amie Gonzales Born in 1980	Trustee	Indefinite Since 2021	President, Hunt Companies Inc. (2019– Present); Project Manager, Hunt Companies Inc. (2012–2019).	1	None

(1) The business address for each Trustee is 4221 North 203rd Street, Elkhorn, Nebraska 68022

(2) Resigned as Chairman of the Board December 12, 2023. Resigned as Trustee January 16, 2024.

(3) Elected Chairman of the Board December 12, 2023.

Name, Address and Age	Position(s) Held with the Fund	Term of Office * and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees
James Colantino(1) Born in 1969	President	Since 2012	Senior Vice President of Fund Administration (2012– Present), Ultimus Fund Solutions, LLC.	N/A	None
James Ash(1) Born in 1976	Chief Compliance Officer	Since 2019	Senior Vice President and Head of Fund Compliance (since 2023) and Senior Compliance Officer, Northern Lights Compliance, LLC (2019– 2023); Senior Vice President, National Sales Gemini Fund Services, LLC (2017–2019).	N/A	None
Richard Gleason(1) Born in 1977	Treasurer	Since 2017	Assistant Vice President of Fund Administration (2012-Present), Ultimus Fund Solutions, LLC.	N/A	None
Jared Lahman(1) Born in 1986	AML Compliance Officer	Since 2022	Compliance Analyst II, Northern Lights Compliance Services, LLC (2019 – Present).	N/A	None
Sean Lawler(1) Born in 1987	Secretary	Since 2020	Senior Legal Administrator (2020 – Present), Ultimus Fund Solutions, LLC; Legal Administrator (2014–2020), Gemini Fund Services, LLC.	N/A	None

* Officers of the Trust are elected annually.

(1) The business address of this officer is 4221 North 203rd Street, Elkhorn, Nebraska 68022

24

THE NORTH COUNTRY FUNDS

ADDITIONAL INFORMATION (Unaudited)

LIQUIDITY RISK MANAGEMENT PROGRAM

The Fund has adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act. The program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.

During the year ended November 30, 2023, the Trust’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Fund’s investments and determined that the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Fund’s liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Fund’s liquidity risk management program has been effectively implemented.

25

THE NORTH COUNTRY FUNDS

DISCLOSURE OF FUND EXPENSES (Unaudited)

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note, the expenses shown in the tables are meant to highlight ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges (CDSCs) on redemptions.

This example is based on an investment of $1,000 invested at June 1, 2023 and held until November 30, 2023.

Actual Expenses: The “Actual” section of the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the column under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.

Hypothetical Examples for Comparison Purposes: The “Hypothetical” section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs which may be applicable to your account. Therefore, the “Hypothetical” example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

	Beginning	Ending	Expense	Expenses Paid During
	Account Value	Account Value	Ratio	the Period*
	(6/1/23)	(11/30/23)	(Annualized)	(6/1/23-11/30/23)
Large Cap Equity Fund
Actual	$1,000.00	$1,108.30	1.10%	$5.81
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.55	1.10%	$5.57

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 183 days divided by 365 days.

26

Rev July 2011

FACTS WHAT DO THE NORTH COUNTRY FUNDS DO WITH YOUR PERSONAL INFORMATION?

Why? Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.

What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:   ●         Social Security number and wire transfer instructions   ●         account transactions and transaction history   ●         investment experience and purchase history   When you are no longer our customer, we continue to share your information as described in this notice.

How? All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons The North Country Funds (“The Funds”) choose to share; and whether you can limit this sharing.

Reasons we can share your personal information	Do The Funds share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	Yes	No
For our affiliates’ everyday business purposes — information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes — information about your creditworthiness	No	We don’t share
For our affiliates to market to you	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions? Call 1-888-350-2990

27

Who we are
Who is providing this notice?	The North Country Funds
What we do
How do The Funds protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to nonpublic personal information about you to those employees who need to know that information to provide products or services to you.
How do The Funds collect my personal information?	We collect your personal information, for example, when you ●     open an account or deposit money ●     direct us to buy securities or direct us to sell your securities ●     seek advice about your investments We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only ●     sharing for affiliates’ everyday business purposes — information about your creditworthiness ●     affiliates from using your information to market to you ●     sharing for non-affiliates to market to you ●     State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. ●     Our affiliates include financial companies such as Glens Falls National Bank and Trust Company and North Country Investment Advisers.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. ●     The Funds do not share with nonaffiliates so they can market you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ●     The Funds do not jointly market.

28

How to Obtain Proxy Voting Information

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ending June 30, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling toll-free 1-888-350-2990 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

How to Obtain 1^st and 3^rd Fiscal Quarter Portfolio Holdings

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit on Form N-PORT, within sixty days of the end of the period. Form N-PORT is available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-888-350-2990.

NC-AR23

(b)       Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule. Not applicable.

Item 2. Code of Ethics.

As of the end of the period covered by this report, the Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer and principal financial officer.

Item 3. Audit Committee Financial Expert.

The Registrant’s board of trustees has determined that John C. Olsen is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Olsen is independent for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

For the fiscal year ended November 30, 2022, the aggregate audit, audit-related and tax fees billed by Cohen Fund Audit Services, Ltd. for professional services rendered for the audits of the financial statement, or services that are normally provided in connection with statutory and regulatory filings or engagements for that fiscal year, for The North Country Funds are shown below. The aggregate

tax fees billed by Cohen Fund Audit Services, Ltd. were rendered for tax compliance, tax advice and tax planning for each fund.

(a) Audit Fees

FY 2023          $ 16,000

FY 2022          $ 14,000

(b) Audit-Related Fees

FY 2023          $ 0

FY 2022          $ 0

(c) Tax Fees

FY 2023          $ 3,000

FY 2022          $ 3,000

(d) All Other Fees

FY 2023           $ 0

FY 2022           $ 0

(e) (1) Audit Committee’s Pre-Approval Policies

The Registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the Registrant. The Registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the Registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the Registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

(2) There were no amounts that were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X for the fiscal year ended November 30, 2023.

(f)        During the audit of Registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

(g)        The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant, and rendered to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant:

                    Registrant       Adviser

FY 2023       $ 3,000            $ 0

FY 2022       $ 3,000            $ 0

(h)        Not applicable. All non-audit services to the Registrant were pre-approved by the Audit Committee for FY 2023.

(i) Not applicable.

(j) Not applicable.

Item 5. Audit Committee of Listed Registrants. Not applicable to open-end investment companies.

Item 6. Schedule of Investments. Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchases . Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders. None

Item 11. Controls and Procedures.

(a)       Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)       There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of securities lending activities for closed-end management investment companies.

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)(1) Code of Ethics filed herewith.

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

(a)(3) Not applicable for open-end investment companies.

(b)       Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and 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/ James Colantino

James Colantino, Principal Executive Officer

Date 2/2/24

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By (Signature and Title)

/s/ James Colantino

James Colantino, Principal Executive Officer

Date 2/2/24

By (Signature and Title)

/s/ Rich Gleason

Rich Gleason, Principal Financial Officer

Date 2/2/24