CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICER
I. This Code of Ethics (this "Code") for the North Country Funds (the
"Company") applies to the Company's Chief Executive Officer, and Chief
Financial Officer ("Covered Officers") for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships.
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Company;
o compliance with applicable laws and governmental rules and
regulations;
o prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of
business ethics and should be sensitive to situations that may give rise to
actual as well as apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the
Company. For example, a conflict of interest would arise if a Covered Officer,
or a member of his family, receives improper personal benefits as a result of
his position with the Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Company and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Company because
of their status as "affiliated persons" of the Company. The Company's and the
investment adviser's compliance programs and procedures are designed to prevent,
or identify and correct, violations of these provisions. This Code does not, and
is not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Company and the investment adviser of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Company or for the adviser, or for both), be involved in establishing policies
and implementing decisions that will have different effects on the adviser and
the Company. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Company and the adviser and
is consistent with the performance by the Covered Officers of their duties as
officers of the Company. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Funds' Boards of Directors/Trustees ("Boards") that the Covered Officers may
also be officers or employees of one or more other investment companies covered
by this or other codes.
Each Covered Officer must:
o not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Company
whereby the Covered Officer would benefit personally to the detriment
of the Company;
o not cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Company;
o not use material non-public knowledge of portfolio transactions made
or contemplated for the Company to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Company;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Company to others, whether
within or outside the Company, including to the Company's
directors/trustees and auditors, and to governmental regulators and
self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Funds and the adviser with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the
Funds file with, or submit to, the SEC and in other public
communications made by the Funds; and
o it is the responsibility of each Covered Officer to promote compliance
with standards and restrictions imposed by applicable laws, rules and
regulations.
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IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he has received,
read and understands the Code;
o annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
o not retaliate against any other Covered Officer or any employee of the
Funds or their affiliated persons for reports of potential violations
that are made in good faith ; and
o notify the Audit Committee acting in its capacity as a Qualified Legal
Compliance Committee (the "QLCC") promptly if he knows of any
violation of this Code. Failure to do so is itself a violation of this
Code.
The QLCC is responsible for applying this Code to specific situations
in which questions are presented under it and has the authority to interpret
this Code in any particular situation. The Company will follow these procedures
in investigating and enforcing this Code:
o The QLCC will take all appropriate action to investigate any potential
violations reported to him;
o if, after such investigation, the QLCC believes that no violation has
occurred, the Qualified Legal Compliance Committee is not required to
take any further action;
o any matter that the QLCC believes is a violation will be reported to
the Board of Trustees. ;
o if the Board of Trustees concur that a violation has occurred, they
will consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of the investment adviser or its
board; or a recommendation to dismiss the Covered Officer;
o the QLCC will be responsible for granting waivers, as appropriate; and
o any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Company for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Company, the Company's investment adviser,
principal underwriter, or other service providers govern or purport to govern
the behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The Company and its investment advisers' and
principal underwriters' codes of ethics under 17j-1 under the Investment Company
are separate requirements applying to the Covered Officers and others, and are
not part of this Code.
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VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board, including a majority of
Independent Trustees.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Independent Directors and their
counsel, the Company and its counsel and the Adviser and its counsel.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Company and
does not constitute an admission, by or on behalf of any Company, as to any
fact, circumstance, or legal conclusion.
Date: July 22, 2003
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EXHIBIT A
Persons Covered by this Code of Ethics:
Michael J. Wagner, President
Andrew Rogers, Treasurer
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