GemCom, LLC

THE NORTH COUNTRY FUNDS

EQUITY GROWTH FUND

FINANCIAL HIGHLIGHTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Economic growth in the U.S. continues with U.S. Gross Domestic Product (GDP) growth of 1.9% in the first quarter of 2012. Economic growth is expected to remain modest through 2012 with positive contributions from consumer spending, exports, and nonresidential fixed investment. We expect moderate economic growth in the U.S. of 2.0% to 2.5% in 2012.

Manufacturing continues to show growth; resulting in improved exports and manufacturing sector employment gains.

Labor market conditions in the U.S continue to improve, although modestly, and the unemployment rate remains above 8.0%. Recent labor market reports indicate that job growth appears to be modest and the U.S. unemployment rate may continue to decline only slowly.

Growth in consumer spending remains modest but has been a positive for the U.S. economy despite generally higher energy and food prices, and an elevated unemployment rate. The bright spot in consumer spending is automobile sales, which continue to show strength.

U.S. housing activity remains weak but reports indicate that housing is likely to contribute modestly to economic growth in 2012. Reports indicate that home prices remain a concern but may be stabilizing.

A number of inflation measures are trending lower on a year over year basis including Import Price Inflation, the Producer Price Index and the Consumer Price Index. The easing in year over year inflation may indicate that inflation is moderating.

We expect that the continued, though slow, improvement in the labor market will support modest consumer spending growth; that strong export activity will continue, that further quantitative easing by the Federal Reserve may be forthcoming if needed, and that these factors will result in continued modest U.S. economic growth in 2012.

For the six months and one year ended May 31, 2012 the North Country Equity Growth Fund had total returns of 4.82% and -2.0% versus the S&P 500¹ at 6.23% and -0.41% respectively. On an annualized basis, the three, five, and ten year total returns for the North Country Equity Growth Fund were 11.35%, -2.30%, and 2.75% versus the S&P 500 at 14.92%, -0.92%, and 4.14% respectively.

¹ The S&P 500 is an unmanaged market capitalization-weighted index of common stocks. You cannot invest directly in an index.

Modest economic growth coupled with continuing corporate profit growth, reasonable valuations and an accommodative Federal Reserve continue to support the case for a rising equity market. However, uncertainty surrounding the Sovereign Debt Crisis in Europe is expected to generate episodes of stock market volatility.

Earnings growth remains intact; however expectations for earnings growth have been reduced from 2011’s pace. We continue to expect mid single digit earnings growth for S&P 500 companies in 2012. We note that earnings growth has historically been one of the prime determinants of stock market returns and would look for this to be the case as we progress through 2012.

We do not expect expansion of Equity Price/Earnings (P/E) multiples in 2012 if the uncertainty of the Euro-zone sovereign crisis continues. The Committee believes that the Euro-zone Sovereign Debt Crisis to likely to endure throughout 2012.

Equity valuations are attractive given that the S&P 500 trades at 12.68 times expected earnings. This compares favorably to the five year average of 15.69 times forecasted earnings.

In January 2012 we elected to increase the Consumer Discretionary weighting to an overweight from a marketweight. Earnings are expected to grow roughly 11% in 2012, on top of the 14% growth seen in 2011. Valuations are also attractive; the sector’s P/E is roughly in line with the S&P 500 P/E. This sector should continue to benefit from the improving housing market and improvement in unemployment. Also, Consumer Discretionary stocks are mostly made up of domestic equities, which offer a hedge against a potential global economic slowdown. We elected to reduce the Telecommunication Services sector from a marketweight to underweight. While Telecomm stocks offer attractive dividends, valuations appear stretched, the projected P/E ratio on 2012 EPS is 16.2, above the market multiple of 13. Earnings growth is projected to be in the single digits in 2012 as well.

In February 2012, we elected to reduce the Utilities sector from a marketweight to an underweight. Valuations appear high as the sector is trading at a premium to the S&P 500. Also, earnings growth in 2012 is expected to be less than 1%. With the reduction in Utilities, we have increased the overweight in the Consumer Discretionary sector (please see above) and Information Technology sectors. The Information Technology sector is the most defensive of the cyclical sectors, with approximately 28% of assets in cash and low debt levels when compared to other sectors of the market. Valuations remain attractive; the sector is trading at a significant discount to the S&P 500. The sector should continue to benefit from increased business investment and emerging market consumer demand. Dividend growth and share buybacks have been positives for companies in the IT sector as well. Healthy spending is aided by the hardware refresh cycle and trends in cloud and mobile computing.

In March 2012 we elected to further reduce the Utilities and Telecommunications sectors (they remain at an underweight). In the Utilities sector, valuations appear high as the sector is trading at a premium to the S&P 500. Also, earnings growth in 2012 is expected to be less than 1%. The Telecommunication sector also has valuations that appear high and carry growth rates in the single digits for 2012. Telecomm companies face fierce competition in the wireless space and continued losses in wire line. With the reduction in Utilities and Telecomm, we have increased the Financial sector to a marketweight from an underweight. Valuations remain attractive; the projected P/E ratio on 2012 earnings is 11.6, well below the market’s multiple. Earnings are expected to grow roughly 7% in 2012 and dividends have been increasing as companies have begun to reinstate payouts. At the end of May we remained overweight in Consumer Discretionary and Information Technology, underweight in Utilities and Telecommunication Services, and marketweight in Consumer Staples, Energy, Financials, Healthcare and Industrials, and Materials.

The North Country Intermediate Bond Fund returned 3.35% for the six month period ending May 31, 2012; while its benchmark, the Bank of America Merrill Lynch Corporate/Government “A” Rated or better 1-10 Year Index², returned 2.55%. The North Country Intermediate Bond Fund had annualized total returns for one year, three year, five year and ten year periods ending May 31, 2012 of 4.53%, 5.79%, 4.26% and 3.93% versus the Bank of America Merrill Lynch Corporate/Government “A” Rated or better 1-10 Year Index returns of 5.17%, 5.38%, 5.68% and 4.85% respectively.

The North Country Intermediate Bond Fund outperformed its benchmark for the six-month period ending May 31, 2012. The outperformance during this time period is related to our decision to maintain an overweight in corporate bonds relative to our benchmark. Easing of concerns over the Euro-zone sovereign debt crisis in early 2012 benefitted our relative performance in this time frame. For the one year period ending May 31, 2012, the North Country Intermediate Bond Fund underperformed its benchmark as the Euro-zone sovereign debt crisis and the U.S. debt ceiling negotiations in mid 2011 contributed to a general widening of credit spreads which negatively impacted our relative performance during this period. The North Country Intermediate Bond Fund had sought to benefit from a low interest rate environment accompanied by expectations of modest economic growth and inflation, and attractive yields in corporate bonds relative to U.S. Treasuries.

For the three-year period ending November 30, 2011 the North Country Intermediate Bond Fund outperformed its benchmark. During this period, the North Country Intermediate Bond Fund had sought to benefit from opportunities for attractive yields in corporate bonds by maintaining an overweight in corporate bonds relative to our benchmark.

The relative investment performance for the ten-year period ending May 31, 2012 was impacted by the fund maintaining a shorter than benchmark duration during the period from September 2005 into the first quarter of 2007, when the yield curve was at first flat and then inverted. This negatively impacted the returns of short-term bonds, those maturing within two years, relative to longer term bonds, those maturing in ten years or beyond, and consequently our performance relative to our benchmark was negatively impacted. Additionally, an overweight in corporate bonds relative to our benchmark during the credit crisis, and a widening of credit spreads during that time frame, detracted from our relative performance.

² The Bank of America Merrill Lynch Government/Corporate Index is comprised of corporate and government issues with maturities ranging between 1-10 years rated A and above.

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.

The views expressed are as May 31, 2012 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.




	Shares			Fair Value	Shares		Fair Value
	COMMON STOCK - 97.41 %				Computers / Network Products - 8.54 %
	Apparel - 1.45 %				12,000	Accenture PLC	$ 685,200
	10,500		Coach, Inc.	$ 708,225	7,500	Apple, Inc. *	4,332,975
	7,000		Under Armour, Inc. *	705,110	37,900	EMC Corp. *	903,915
				1,413,335	20,000	Hewlett-Packard Co.	453,600
					10,000	International Business Machines Corp.	1,929,000
							8,304,690
	Auto Manufacturers - 0.98 %
	90,000		Ford Motor Co. *	950,400	Conglomerates - 6.20 %
					10,000	3M Co.	844,100
	Banks - 8.29 %				28,000	Danaher Corp.	1,455,160
	30,000		Bank of New York Mellon Corp.	610,800	98,250	General Electric Co.	1,875,593
	37,000		Citigroup, Inc.	980,870	20,000	Honeywell International, Inc.	1,113,200
	10,000		Goldman Sachs Group, Inc.	957,000	10,000	United Technologies Corp.	741,100
	52,000		JP Morgan Chase & Co.	1,723,800			6,029,153
	65,000		Morgan Stanley	868,400	Consumer Products - 2.12 %
	42,300		US Bancorp	1,315,953	8,000	Colgate-Palmolive Co.	786,400
	50,000		Wells Fargo & Co.	1,602,500	20,500	Procter & Gamble Co.	1,276,945
				8,059,323			2,063,345
	Beverages - 2.81 %				Diversified Financial Services - 2.14 %
	21,000		Coca-Cola Co.	1,569,330	20,000	American Express Co.	1,116,600
	17,200		PepsiCo, Inc.	1,167,020	16,750	T. Rowe Price Group, Inc.	964,633
				2,736,350			2,081,233
	Biotechnology - 2.78 %				Electric Utilities - 1.92 %
	15,000		Amgen, Inc.	1,042,800	17,400	Dominion Resources, Inc.	905,844
	5,000		Biogen Idec, Inc.	653,750	21,000	Southern Co.	964,110
	14,800		Celgene Corp. *	1,010,100			1,869,954
				2,706,650	Food - 1.94 %
					14,000	HJ Heinz Co.	743,120
	Chemicals - 2.37 %				30,000	Kraft Foods, Inc.	1,148,100
	14,250		Dow Chemical Co.	442,605			1,891,220
	14,500		EI du Pont de Nemours & Co.	699,770	Forest Products & Paper - 0.47 %
	8,250		Monsanto Co.	636,900	15,500	International Paper Co.	452,600
	5,000		Praxair, Inc.	531,200
				2,310,475	Insurance - 2.52 %
					13,000	Berkshire Hathaway, Inc. - Class B*	1,031,680
	Commercial Services - 1.18 %				9,000	Prudential Financial	418,050
	10,000		Visa, Inc. - Class A	1,152,000	16,000	Travelers Companies, Inc.	999,840
							2,449,570








The accompanying notes are an integral part of these financial statements.
		THE NORTH COUNTRY FUNDS
EQUITY GROWTH FUND
SCHEDULE OF INVESTMENTS (Unaudited)(Continued)
	May 31, 2012


	Shares			Fair Value	Shares		Fair Value
	Internet - 6.75 %				Oil & Gas Services - 4.14 %
	9,000		Amazon.com, Inc. *	$ 1,916,190	22,500	ConocoPhillips	$ 1,173,600
	35,000		eBay, Inc. *	1,371,650	20,000	National Oilwell Varco, Inc.	1,335,000
	12,500		Facebook, Inc. *	370,375	24,000	Schlumberger, Ltd.	1,518,000
	5,000		Google, Inc. Class. A *	2,904,300			4,026,600
				6,562,515
	Iron/Steel - 0.39 %				Real Estate Investment Trusts - 0.97 %
	10,600		Nucor Corp.	379,056	14,500	American Tower Corp.	940,760

	Machinery - Construction & Mining - 0.68 %				Retail - 10.39 %
	7,500		Caterpillar, Inc.	657,150	10,800	Costco Wholesale Corp.	933,012
					17,000	CVS Caremark Corp.	763,980
	Machinery - Diversified - 0.99 %				22,000	Dick's Sporting Goods, Inc.	1,023,000
	13,000		Deere & Co.	960,310	14,300	Home Depot, Inc.	705,562
					40,000	JC Penney Co., Inc.	1,049,200
	Media - 1.30 %				10,500	Limited Brands, Inc.	465,780
	20,000		Comcast Corp. - Class A	578,200	9,500	McDonald's Corp.	848,730
					27,500	Starbucks Corp.	1,509,475
	15,000		Walt Disney Co.	685,650	13,000	TJX Companies, Inc.	551,980
				1,263,850	17,000	Walgreen Co.	518,840
	Medical Drugs - 6.86 %				18,400	Wal-Mart Stores, Inc.	1,211,088
	16,300		Abbott Laboratories	1,007,177	7,500	Yum! Brands, Inc.	527,700
	31,000		Bristol-Myers Squibb Co.	1,033,540			10,108,347
	19,800		Cardinal Health, Inc.	819,324	Semiconductors - 4.15 %
	23,300		Johnson & Johnson	1,454,619	27,500	Broadcom Corp. - Class A *	889,625
	27,900		Merck & Company, Inc.	1,048,482	65,500	Intel Corp.	1,692,520
	60,000		Pfizer, Inc.	1,312,200	25,300	Qualcomm, Inc.	1,449,943
				6,675,342			4,032,088
					Software & Programming - 3.31 %
	Oil & Gas Producers - 5.71 %				55,000	Activision Blizzard, Inc.	645,700
	10,000		Anadarko Petroleum Corp.	610,000	40,800	Microsoft Corp.	1,190,952
	5,000		Apache Corp.	406,900	35,000	Oracle Corp.	926,450
	12,500		Chevron Corp.	1,228,875	12,500	VeriFone Systems, Inc. *	451,375
	21,800		Exxon Mobil Corp.	1,714,134			3,214,477
	65,000		Nabors Industries Ltd. *	880,750	Telecommunications - 2.31 %
	9,000		Occidental Petroleum Corp.	713,430	24,200	AT&T, Inc.	826,914
				5,554,089	48,400	Cisco Systems, Inc.	790,372
					15,000	Verizon Communications, Inc.	624,600
							2,241,886







The accompanying notes are an integral part of these financial statements.
		THE NORTH COUNTRY FUNDS
EQUITY GROWTH FUND
SCHEDULE OF INVESTMENTS (Unaudited)(Continued)
	May 31, 2012


	Shares			Fair Value	Shares		Fair Value
	Transportation - 3.75 %				MONEY MARKET FUND - 2.41 %
	11,000		FedEx Corp.	$ 980,540	2,342,345	BlackRock Liquidity
	10,000		Norfolk Southern Corp.	655,200		Temp Fund, 0.01 % (a)	$ 2,342,345
	10,000		Union Pacific Corp.	1,114,000	TOTAL MONEY MARKET FUND		2,342,345
	12,000	United Parcel Service, Inc. - Class. B		899,280	( Cost - $2,342,345)
				3,649,020
					TOTAL INVESTMENTS - 99.82 %
	TOTAL COMMON STOCK			94,735,788	( Cost - $84,028,388)		97,078,133
	( Cost - $81,686,043)				Other assets less liabilities - 0.18 %		171,639
					TOTAL NET ASSETS - 100.00%		$97,249,772

	* Non-Income producing security.
	(a) Variable rate yield; the coupon rate shown
	represents the rate as of May 31, 2012.

			THE NORTH COUNTRY FUNDS
INTERMEDIATE BOND FUND
SCHEDULE OF INVESTMENTS (Unaudited)
May 31, 2012

	Principal Amount			Fair Value	Principal Amount		Fair Value
	CORPORATE BONDS - 80.58 %				Commercial Services - 1.90 %
	Aerospace / Defense - 4.55 %					Western Union Co.,
		Boeing Co.,			$ 1,000,000	5.93%, due 10/1/16	$ 1,157,970
	$ 500,000	3.50%, due 2/15/15		$ 536,440
	1,000,000	3.75%, due 11/20/16		1,110,780	Communications Equipment - 0.97 %
		Lockheed Martin Corp.				Cisco Systems, Inc.,
	500,000	3.35%, due 9/15/21		514,440	500,000	4.95%, due 2/15/19	590,835
		Rockwell Collins, Inc.,
	500,000	5.25%, due 7/15/19		603,485	Computers - 4.73 %
				2,765,145		Hewlett Packard Co.
	Banks - 16.25 %				500,000	2.65%, due 6/1/16	506,235
		American Express Centurion,			500,000	5.50%, due 3/1/18	561,595
	1,100,000	5.95%, due 6/12/17		1,281,214		International Business Machines Corp.,
		BB&T Corp.,			1,500,000	5.70%, due 9/14/17	1,805,865
	500,000	5.25%, due 11/1/19		564,955			2,873,695
		Goldman Sachs Group, Inc.,			Cosmetics / Personal Care - 1.03 %
	500,000	3.70%, due 8/1/15		495,380		Avon Products, Inc.,
	800,000	5.375%, due 3/15/20		810,864	625,000	4.20%, due 7/15/18	629,231
		J.P. Morgan Chase & Co.,
	1,000,000	4.75%, due 5/1/13		1,029,530	Diversified Financial Services - 4.94 %
		Morgan Stanley,				American Express Credit Co.,
	500,000	3.45%, due 11/2/15		474,205	1,000,000	5.125%, due 8/25/14	1,076,500
	1,000,000	5.75%, due 10/18/16		1,014,620		Ameriprise Financial, Inc.,
		U.S. Bancorp,			250,000	5.30%, due 3/15/20	283,792
	2,000,000	3.15%, due 3/4/15		2,114,220		Caterpillar Financial Services Corp.,
		Wells Fargo & Co.,			500,000	2.05%, due 8/1/16	515,330
	1,000,000	4.375%, due 1/31/13		1,023,940		General Electric Capital Corp.,
	1,000,000	5.00%, due 11/15/14		1,071,600	1,000,000	5.375%, due 10/20/16	1,128,100
				9,880,528			3,003,722
	Beverages - 0.97 %				Electrical Components & Equipment - 2.94 %
		Coca-Cola Co.,				Emerson Electric Co.,
		4.875%, due 3/15/19		591,030	500,000	4.875%, due 10/15/19	597,310
	500,000				1,000,000	5.375%, due 10/15/17	1,191,900
	Chemicals - 4.56 %						1,789,210
		Du Pont De Nemours & Co.,			Electric Utilities - 6.41 %
	500,000	3.25%, due 1/15/15		532,930		Detroit Edison Co.,
		Monsanto Co.,			1,000,000	5.60%, 6/15/18	1,205,700
	1,000,000	5.125%, due 4/15/18		1,189,870		Dominion Resources, Inc.,
		Praxair, Inc.,			500,000	5.15%, due 7/15/15	558,990
	500,000	2.45%, due 2/15/22		496,600
	500,000	5.25%, due 11/15/14		553,960
				2,773,360






The accompanying notes are an integral part of these financial statements


			THE NORTH COUNTRY FUNDS
INTERMEDIATE BOND FUND
SCHEDULE OF INVESTMENTS (Unaudited)(Continued)
May 31, 2012

	Principal Amount			Fair Value	Principal Amount			Fair Value
	Electric Utilities - 6.41% (Continued)				Investment Services - 6.06 %
		Duke Energy Corp.,				Bear Stearns Co., Inc.,
	$ 1,000,000	3.55%, due 9/15/21		$ 1,065,100	$ 500,000	5.55%, due 1/22/17		$ 543,105
		Southern Co.,			1,000,000	5.70%, due 11/15/14		1,080,850
	500,000	2.375%, due 9/15/15		518,655		Merrill Lynch & Co.,
		Southern Power Co.,			2,000,000	5.00%, due 1/15/15		2,060,480
	500,000	4.875%, due 7/15/15		550,665				3,684,435
				3,899,110	Iron / Steel - 0.99 %		`
	Foods - 0.94 %					Nucor Corp.,
		Campbell Soup Co.,			500,000	5.85%, due 6/1/18		600,120
		4.50%, due 2/15/19		572,190
	500,000				Oil & Gas - 1.84 %
	Healthcare - Products - 0.94 %					Occidental Petroleum Corp.,
		Baxter International, Inc.,			1,000,000	4.125%, due 6/1/16		1,117,920
	500,000	4.50%, due 8/15/19		573,735
					Retail - 3.69 %
	Healthcare - Services - 1.37 %					Lowe's Co., Inc.,
		UnitedHealth Group, Inc.,			1,000,000	4.625%, due 4/15/20		1,136,700
	250,000	4.70%, due 2/15/21		288,593		McDonald's Corp.,
	500,000	5.00%, due 8/15/14		543,665	500,000	2.625%, due 1/15/22		507,570
				832,258		Starbucks Corp.,
	Household Products - 0.98 %				500,000	6.25%, due 8/15/17		601,905
		Procter & Gamble Co.,						2,246,175
	500,000	4.70%, due 2/15/19		596,670
					Semiconductors - 0.87 %
	Insurance - 3.70 %					Intel Corp.,
		Berkshire Hathaway Finance Corp.,			500,000	3.30%, due 10/1/21		531,783
	1,000,000	5.40%, due 5/15/18		1,184,670
		Metlife, Inc.			Software - 0.96 %
	500,000	5.00%, due 6/15/15		548,030		Microsoft Corp.,
		Prudential Financial, Inc.,			500,000	4.20%, due 6/1/19		582,645
	500,000	4.50%, due 7/15/13		517,285
				2,249,985








The accompanying notes are an integral part of these financial statements

			THE NORTH COUNTRY FUNDS
INTERMEDIATE BOND FUND
SCHEDULE OF INVESTMENTS (Unaudited)(Continued)
May 31, 2012

	Principal Amount			Fair Value	Principal Amount		Fair Value
	Telecommunications - 8.99 %				U.S. GOVERNMENT &
		AT&T, Inc.,			AGENCY OBLIGATIONS - 16.05 % (Continued)
	$ 1,000,000	5.60%, due 5/15/18		$ 1,189,860	U.S. Treasuries - 7.21 %
	1,000,000	5.625%, due 6/15/16		1,165,110		United States TIP Bonds,
		BellSouth Corp.,			$ 2,000,000	0.125%, due 4/15/16	$ 2,177,127
	500,000	5.20%, due 9/15/14		544,120	2,000,000	0.50%, due 4/15/15	2,209,061
		Verizon Communications, Inc.,					4,386,188
	520,000	2.00%, due 11/1/16		532,906
	500,000	4.60%, due 4/1/21		573,500	TOTAL U.S. GOVERNMENT &
	1,000,000	5.50%, due 2/15/18		1,179,130	AGENCY OBLIGATIONS
		Vodafone Group PLC,			( Cost - $9,417,916)		9,759,168
	250,000	4.375%, due 3/16/21		283,975
				5,468,601	Shares
					MONEY MARKET FUND - 2.54 %
	TOTAL CORPORATE BONDS					BlackRock Liquidity
	( Cost - $45,759,982)			49,010,353	1,542,823	Temp Fund, 0.01% (a)	1,542,823
					TOTAL MONEY MARKET FUND
	U.S. GOVERNMENT &				( Cost - $1,542,823)		1,542,823
AGENCY OBLIGATIONS - 16.05 %
	Government Agencies - 8.84 %				TOTAL INVESTMENTS - 99.17 %
		Federal Farm Credit Bank,			( Cost - $56,720,721)		60,312,344
	1,000,000	0.60%, due 4/16/15		998,400	Other assets less liabilities - 0.83%		503,384
	1,000,000	1.22%, due 4/18/17		1,001,250	TOTAL NET ASSETS - 100.00%		$ 60,815,728
	1,000,000	1.93%, due 4/18/19		1,004,740
	1,000,000	4.67%, due 2/27/18		1,185,270
		Tennessee Valley Authority,
	1,000,000	4.50%, due 4/1/18		1,183,320
				5,372,980


	(a) Variable rate yield; the coupon rate shown represents
	the rate at May 31, 2012.









The accompanying notes are an integral part of these financial statements



		Equity	Intermediate
		Growth Fund	Bond Fund
	ASSETS:
	Investments in securities, at fair value (Cost $84,028,388
	and $56,720,721, respectively)	$ 97,078,133	$ 60,312,344
	Receivable for fund shares sold	18,035	9,709
	Dividends and interest receivable	236,036	540,118
	Prepaid expenses and other assets	13,086	16,306
	Total Assets	97,345,290	60,878,477

	LIABILITIES:
	Payable for fund shares redeemed	941	373
	Accrued advisory fees	62,340	25,918
	Accrued administration and fund accounting fees	13,386	6,099
	Accrued transfer agency fees	-	767
	Other accrued expenses	18,851	29,592
	Total Liabilities	95,518	62,749
	Net Assets	$ 97,249,772	$ 60,815,728

	NET ASSETS CONSIST OF:
	Paid in capital	$ 89,901,847	$ 59,785,146
	Accumulated undistributed net investment income	501,331	9,205
	Accumulated net realized loss from
	investment transactions	(6,203,151)	(2,570,246)
	Net unrealized appreciation on investments	13,049,745	3,591,623
	Net Assets	$ 97,249,772	$ 60,815,728

	Shares outstanding (unlimited number of shares authorized;	9,124,186	5,816,594
	no par value)

	Net asset value, offering and redemption price per share	$ 10.66	$ 10.46
	($97,249,772/9,124,186 and $60,815,728/5,816,594, respectively)











The accompanying notes are an integral part of these financial statements



		Equity	Intermediate
		Growth Fund	Bond Fund

	INVESTMENT INCOME:
	Interest	$ 1,011	$ 1,002,921
	Dividends	1,003,452	-
	Total investment income	1,004,463	1,002,921

	EXPENSES:
	Investment advisory fees	360,199	152,166
	Administration and fund accounting fees	72,515	51,467
	Transfer agency fees	17,548	17,548
	Legal fees	14,038	12,032
	Custody fees	11,531	10,528
	Printing expense	8,524	8,030
	Audit fees	8,524	10,039
	Chief Compliance Officer fees	5,516	5,014
	Registration & filing fees	4,763	4,764
	Trustees' fees	7,020	9,049
	Insurance expense	3,008	2,006
	Miscellaneous expenses	1,254	1,254
	Total expenses	514,440	283,897

	Net investment income	490,023	719,024

	NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
	Net realized gain from investment
	transactions	1,502,851	193,732
	Net change in unrealized appreciation
	of investments for the period	2,264,795	1,032,222
	Net realized and unrealized gain
	on investments	3,767,646	1,225,954
	Net increase in net assets resulting
	from operations	$ 4,257,669	$ 1,944,978








The accompanying notes are an integral part of these financial statements



		For the six months	For the year
		ended	ended
		May 31, 2012	November 30, 2011
		(Unaudited)
	INCREASE IN NET ASSETS
	FROM OPERATIONS:
	Net investment income	$ 490,023	$ 906,395
	Net realized gain from investment transaction	1,502,851	4,843,284
	Net change in unrealized appreciation (depreciation) for the period	2,264,795	(395,211)
	Net increase in net assets resulting from operations	4,257,669	5,354,468

	DISTRIBUTIONS TO SHAREHOLDERS:
	Distributions from net investment income ($0.00 and $0.20
	per share, respectively)	-	(1,693,718)

	CAPITAL SHARE TRANSACTIONS	7,307,741	(3,932,753)

	Net increase (decrease) in net assets	11,565,410	(272,003)

	NET ASSETS:
	Beginning of period	85,684,362	85,956,365

	End of period (including undistributed net investment income
	of $501,331 and $11,308, respectively)	$ 97,249,772	$ 85,684,362



















The accompanying notes are an integral part of these financial statements



		For the six months	For the year
		ended	ended
		May 31, 2012	November 30, 2011
		(Unaudited)
	INCREASE IN NET ASSETS
	FROM OPERATIONS:
	Net investment income	$ 719,024	$ 1,759,623
	Net realized gain from investment transactions	193,732	938,500
	Net change in unrealized appreciation (depreciation) for the period	1,032,222	(1,450,788)
	Net increase in net assets resulting from operations	1,944,978	1,247,335

	DISTRIBUTIONS TO SHAREHOLDERS:
	Distributions from net investment income ($0.12 and $0.26
	per share, respectively)	(714,160)	(1,755,282)

	CAPITAL SHARE TRANSACTIONS	(211,926)	(17,152,427)

	Net increase (decrease) in net assets	1,018,892	(17,660,374)

	NET ASSETS:
	Beginning of period	59,796,836	77,457,210

	End of period (including undistributed net investment income
	of $9,205 and $4,341, respectively)	$ 60,815,728	$ 59,796,836



















The accompanying notes are an integral part of these financial statements



(For a fund share outstanding throughout each period)


		For the six
		months ended		For the year ended November 30,
		May 31, 2012		2011	2010	2009	2008	2007
		(Unaudited)
Net asset value, beginning of period		$ 10.17		$ 9.79	$ 9.37	$ 7.80	$ 12.58	$ 11.39

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income (1)		0.06		0.11	0.08	0.10	0.09	0.09
Net realized and unrealized gains (losses)
on investments		0.43		0.47	0.43	1.55	(4.77)	1.10
Total from investment operations		0.49		0.58	0.51	1.65	(4.68)	1.19

LESS DISTRIBUTIONS:
Dividends from net investment income		0.00		(0.20)	(0.09)	(0.08)	(0.10)	0.00
Total distributions		0.00		(0.20)	(0.09)	(0.08)	(0.10)	0.00

Net asset value, end of period		$ 10.66		$ 10.17	$ 9.79	$ 9.37	$ 7.80	$ 12.58

Total return (2)		4.82%	(5)	5.94%	5.50%	21.41%	(37.51)%	10.45%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)		$ 97,250		$ 85,684	$ 85,956	$ 113,087	$ 92,428	$ 129,733
Ratios to average net assets:
Expenses, before reimbursement/recapture		1.07%	(4)	1.09%	1.06%	1.06%	1.04%	1.03%
Expenses, net of reimbursement/recapture		1.07%	(4)	1.09%	1.06%	1.06%	1.04%	1.06%	(3)
Net investment income,
	before reimbursement/recapture	1.02%	(4)	1.03%	0.84%	1.20%	0.85%	0.79%
Net investment income,
	net of reimbursement/recapture	1.02%	(4)	1.03%	0.84%	1.20%	0.85%	0.77%	(3)
Portfolio turnover rate		28%	(5)	63%	69%	23%	11%	27%
__________________
(1) Net investment income per share is based on average shares outstanding during the 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.
(3) Such percentage reflects recapture of prior period expense reimbursement by adviser.
(4) Annualized for periods of less than one year.
(5) Not annualized.


The accompanying notes are an integral part of these financial statements



(For a fund share outstanding throughout each period)


	For the six
	months ended		For the year ended November 30,
	May 31, 2012		2011	2010	2009	2008	2007
	(Unaudited)
Net asset value, beginning of period	$ 10.24		$ 10.31	$ 10.06	$ 9.41	$ 10.17	$ 10.18

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income (1)	0.12		0.26	0.31	0.35	0.41	0.44
Net realized and unrealized gains (losses)
on investments	0.22		(0.07)	0.25	0.65	(0.76)	(0.01)
Total from investment operations	0.34		0.19	0.56	1.00	(0.35)	0.43

LESS DISTRIBUTIONS:
Dividends from net investment income	(0.12)		(0.26)	(0.31)	(0.35)	(0.41)	(0.44)
Total distributions	(0.12)		(0.26)	(0.31)	(0.35)	(0.41)	(0.44)

Net asset value, end of period	$ 10.46		$ 10.24	$ 10.31	$ 10.06	$ 9.41	$ 10.17

Total return (2)	3.35%	(4)	1.90%	5.65%	10.84%	(3.59)%	4.34%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)	$ 60,816		$ 59,797	$ 77,457	$ 98,715	$ 82,001	$ 81,970
Ratios to average net assets:
Expenses	0.93%	(3)	0.89%	0.83%	0.82%	0.82%	0.83%
Net investment income	2.36%	(3)	2.55%	3.04%	3.62%	4.11%	4.38%
Portfolio turnover rate	13%	(4)	32%	55%	36%	27%	31%
__________________
(1) Net investment income per share is based on average shares outstanding during the 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.
(3) Annualized for periods of less than one year.
(4) Not annualized.






The accompanying notes are an integral part of these financial statements

The North Country Funds (the “Trust”) were organized as a Massachusetts business trust on June 1, 2000, and registered under the Investment Company Act of 1940 as an open-end, diversified, management investment company on September 11, 2000. The Trust currently offers two series: the North Country Equity Growth Fund (the “Growth Fund”) and the North Country Intermediate Bond Fund (the “Bond Fund”, collectively the “Funds”). The Growth Fund’s principal investment objective is to provide investors with long-term capital appreciation while the Bond Fund seeks to provide investors with current income and total return with minimum fluctuations of principal value. Both Funds commenced operations on March 1, 2001.

The Bond Fund and the Growth Fund were initially organized on March 26, 1984 under New York law as Collective Investment Trusts sponsored by Glens Falls National Bank & Trust Company. Prior to their conversion to regulated investment companies (mutual funds) investor participation was limited to qualified employee benefit plans.

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.

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 last bid price. 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.

Fixed income securities such as corporate bonds, municipal bonds, and U.S. government and agency obligations, when valued using market quotations in an active market, are categorized as level 1 securities. However, fair value may be determined using an independent pricing service that considers market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and other reference data. These securities would be categorized as level 2 securities. The fair value of mortgage-backed securities is estimated by an independent pricing service which uses models that consider interest rate movements, new issue information and other security pertinent data. Evaluations of tranches (non-volatile, volatile, or credit sensitive) are based on interpretations of accepted Wall Street modeling and pricing conventions. Mortgage-backed securities are categorized in level 2 of the fair value hierarchy described below to the extent the inputs are observable and timely.

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 as determined by the Trust's Fair Value Committee (the "Committee") in accordance with the Trust's Portfolio Securities Valuation Procedures (the "Procedures"). Pursuant to the Procedures, the Committee will consider, among others, the following factors to determine a security's fair value: (i) the nature and pricing history (if any) of the security; (ii) whether any dealer quotations for the security are available; and (iii) possible valuation methodologies that could be used to determine the fair value of the security. 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 Funds to meet their obligations may be affected by economic or political developments in a specific country or region.

The Funds utilize various methods to measure the fair value of most of their 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 Funds have 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, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

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.

The following is a summary of inputs used as of May 31, 2012, in valuing the Funds’ assets carried at fair value.

There were no transfers into and out of Level 1 and Level 2 during the period. It is the Funds policy to recognize transfers into

Federal Income Taxes - The Funds make no provision for federal income or excise tax. The Funds intend 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 their taxable income. The Funds also intend to distribute sufficient net investment income and net capital gains, if any, so that they 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 reviewed the tax positions in open tax years 2007 through 2011 and determined that the Funds did not have a liability for unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statements of operations. During the period, the Funds did not incur any interest or penalties. The Funds identify their major tax jurisdictions as U.S. Federal and New York State.

Dividends and Distributions- The Bond Fund pays dividends from net investment income on a monthly basis. The Growth Fund will pay dividends from net investment income, if any, on an annual basis. Both Funds 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 respective securities. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

Expenses- Most expenses of the Trust can be directly attributed to a Fund. Expenses which are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the Funds.

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, each Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. A 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 Funds expect the risk of loss due to these warranties and indemnities to be remote.

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, each Fund pays a fee, calculated daily and paid monthly, at an annual rate of 0.75% and 0.50% of the average daily net assets of the Equity Fund and Bond Fund, respectively. For the six months ended May 31, 2012, the Adviser received advisory fees of $360,199 from the Equity Fund and $152,166 from the Bond Fund.

Pursuant to separate servicing agreements with GFS, the Funds pay GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. GFS provides a Principal Executive Officer and a Principal Financial Officer to the Funds.

In addition, certain affiliates of GFS provide ancillary services to the Funds as follows:

Northern Lights Compliance Services, LLC (“NLCS”) - NLCS, an affiliate of GFS, 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 Funds.

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

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

At May 31, 2012, there were an unlimited number of shares authorized with no par value. Paid in capital for the Equity Fund and Bond Fund amounted to $89,901,847 and $59,785,146, respectively.

Investment transactions, excluding short-term securities, for the six months ended May 31, 2012 were as follows:

At May 31, 2012, the aggregate cost for federal income tax purposes was $84,028,388 for the Growth Fund and $56,720,721 for the Bond Fund and differed from the fair value by net unrealized appreciation (depreciation) on investment securities was as follows:

The tax character of distributions paid during the six months ended May 31, 2012 and year ended November 30, 2011 were as follows:

As of November 30, 2011, the components of distributable earnings on a tax basis were as follows:

The difference between book basis and tax basis distributable earnings, if any, is primarily attributable to the tax loss deferral on wash sales and distributions from return of capital.

As of November 30, 2011, the Growth Fund and Bond Fund had unused capital loss carryforwards of $7,405,696 and $2,763,978, respectively, available, for federal income tax purposes, to offset future capital gains. Such capital loss carryforwards expire on November 30 of the years below:

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 Act. As of May 31, 2012, Cam Co., an account holding shares for the benefit of others in nominee name, held approximately 83% of the voting securities of the Growth Fund and approximately 89% of the Bond Fund.

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact these amendments may have on the Funds’ financial statements.

In December 2011, FASB issued ASU No. 2011-11 related to disclosures about offsetting assets and liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact this amendment may have on the Funds’ financial statements.

The Funds are required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statements of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Funds are required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has determined that there were no subsequent events to report through the issuance of these financial statements.

As a shareholder of a Fund in The North Country Funds, 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 Funds 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 December 1, 2011 and held until May 31, 2012.

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.

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

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

At a meeting (the “Meeting”) of the Board of Trustees (the “Board”) held on January 24, 2012, 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 “Agreement”) between the Adviser and the Funds. 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 Agreement and fee arrangements with the Funds; b) the Adviser’s management and investment personnel; c) the financial condition and stability of the Adviser and its parent company; d) data comparing each Fund’s fees and operating expenses with a group of similar mutual funds (the “Peer Group”) as independently chosen by Lipper, Inc.; and e) past performance summaries for each Fund and its respective 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 Funds’ Chief Compliance Officer.

The Board, including the Independent Trustees, unanimously approved continuance of the 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 so doing, the Board concluded that the Adviser continues to provide high quality service to the Funds, is committed both to compliance with regulatory requirements and to managing and growing the assets of the Funds. The Board also discussed the profits realized by the Adviser and its affiliates resulting from the relationship with the Funds and concluded that excessive profitability was not a concern. In addition, the Board considered that the Adviser had voluntarily limited the overall expense ratio of each Fund since its inception through the fiscal year ended November 30, 2009. The Board compared the advisory fees to fees paid by other funds with similar investment strategies and asset size. The Board concluded that the cost of the services provided by the Adviser is fair and within a reasonable range. In assessing the investment performance of the Funds and the Adviser, the Board found that although there has been some lag in the performance of each Fund relative to its Peer Group, the performance of the Funds reflects a conservative management approach that is appropriate for long-term, risk-averse investment. The Board also discussed the potential for alternate advisory arrangements and found that such measure would not be practical or cost-efficient. With respect to economies of scale, the Board determined, due to the Funds’ relatively small size, that it was acceptable that the Funds’ contractual fee levels do not currently reflect economies of scale. The Board further noted the Adviser’s willingness to reinstate the voluntary expense limitation should the Funds’ expense ratios become uncompetitively high and to consider an adjustment in advisory fees when each Fund’s total assets approach $500 million. Based on the foregoing and given the Adviser’s past performance managing the Funds and the competitive nature of the fees and expenses to be paid by the Funds for investment advisory services, the Board concluded that the overall arrangements provided under the terms of the Agreement were reasonable business arrangements, and, therefore, continuance of the Agreement was in the best interests of the Funds’ shareholders.

Information regarding how the Funds 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 Funds use 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 Security and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-888-350-2990.

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

Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.

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

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.

There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

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

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

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.

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.

	1 Year	5 Years	10 Years

North Country Equity Growth Fund	7.10%	0.48%	2.65%

North Country Intermediate Bond Fund	5.76%	4.03%	4.15%


Industries	% of Net Assets	Industries	% of Net Assets
Common Stocks	97.41%
Retail	10.39%	Diversified Financial Services	2.14%
Computers / Network Products	8.54%	Consumer Products	2.12%
Banks	8.29%	Food	1.94%
Medical Drugs	6.86%	Electric Utilities	1.92%
Internet	6.75%	Apparel	1.45%
Conglomerates	6.20%	Media	1.30%
Oil & Gas Producers	5.71%	Commercial Services	1.18%
Semiconductors	4.15%	Machinery - Diversified	0.99%
Oil & Gas Services	4.14%	Auto Manufacturers	0.98%
Transportation	3.75%	Real Estate Investment Trusts	0.97%
Software & Programming	3.31%	Machinery - Construction & Mining	0.68%
Beverages	2.81%	Forest Products & Paper	0.47%
Biotechnology	2.78%	Iron/Steel	0.39%
Insurance	2.52%	Money Market Fund	2.41%
Chemicals	2.37%	Other Assets Less Liabilites	0.18%
Telecommunications	2.31%	Total Net Assets	100.00%


Top Ten Holdings	% of Net Assets	Top Ten Holdings	% of Net Assets
Apple, Inc.	4.46%	JP Morgan Chase & Co.	1.77%
Google, Inc. Class A	2.99%	Exxon Mobil Corp.	1.76%
International Business Machines Corp.	1.98%	Intel Corp.	1.74%
Amazon.com, Inc.	1.97%	Wells Fargo & Co.	1.65%
General Electric Co.	1.93%	Coca-Cola Co.	1.61%


Industries	% of Net Assets	Industries	% of Net Assets
Corporate Bonds	80.58%	Cosmetics / Personal Care	1.03%
Banks	16.25%	Iron / Steel	0.99%
Telecommunications	8.99%	Household Products	0.98%
Electric Utilities	6.41%	Beverages	0.97%
Investment Services	6.06%	Communications Equipment	0.97%
Diversified Financial Services	4.94%	Software	0.96%
Computers	4.73%	Foods	0.94%
Chemicals	4.56%	Healthcare - Products	0.94%
Aerospace / Defense	4.55%	Semiconductors	0.87%
Insurance	3.70%	U.S. Govt. & Agency Obligations	16.05%
Retail	3.69%	Government Agencies	8.84%
Electrical Components & Equipment	2.94%	U.S Treasuries	7.21%
Commercial Services	1.90%	Money Market Fund	2.54%
Oil & Gas	1.84%	Other Assets Less Liabilites	0.83%
Healthcare - Services	1.37%	Total Net Assets	100.00%


Top Ten Holdings	% of Net Assets
United States TIP Bonds, 0.50%, due 4/15/15	3.63%
United States TIP Bonds, 0.125%, due 4/15/16	3.58%
U.S. Bancorp, 3.15%, due 3/4/15	3.48%
Merrill Lynch & Co., 5.00%, due 1/15/15	3.39%
IBM, 5.7%, due 9/14/17	2.97%
American Express Centurion, 5.95%, due 6/12/17	2.11%
Detroit Edison Co., 5.6%, due 6/15/18	1.98%
Emerson Electric Co., 5.375%, due 10/15/17	1.96%
Monsanto Co., 5.125%, due 4/15/18	1.96%
AT&T, Inc., 5.60%, due 5/15/18	1.96%

	THE NORTH COUNTRY FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Unaudited)
May 31, 2012

	THE NORTH COUNTRY FUNDS

STATEMENTS OF OPERATIONS (Unaudited)
For the Six Months Ended May 31, 2012

		THE NORTH COUNTRY FUNDS

EQUITY GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS

	THE NORTH COUNTRY FUNDS

NOTES TO FINANCIAL STATEMENTS(Unaudited)
May 31, 2012


Assets*	Level 1	Level 2	Level 3	Total
Common Stock**	$94,735,788	$ -	$ -	$94,735,788
Money Market Fund	2,342,345	-	-	2,342,345
Total	$97,078,133	$ -	$ -	$97,078,133


		Bond Fund
	Growth Fund	Excluding U.S. Government Securities	U.S. Government Securities
Purchases	$ 32,449,832	$ 9,966,920	$ 2,147,623
Sales	$ 26,336,174	$ 7,828,475	$ -


	Growth Fund	Bond Fund
Aggregate gross unrealized appreciation
for all investments for which there was an excess of value over cost	$ 16,504,665	$ 3,660,166
Aggregate gross unrealized depreciation
for all investments for which there was an excess of cost over value	(3,454,920)	(68,543)
Net unrealized appreciation	$ 13,049,745	$ 3,591,623


	For the six months ended May 31, 2012	For the year ended Nov. 30, 2011
Growth Fund:	(Unaudited)
Ordinary income	$ −	$ 1,693,718
Long-term capital gains	−	−
Total	$ −	$ 1,693,718


	For the six months ended May 31, 2012	For the year ended Nov. 30, 2011
Bond Fund:	(Unaudited)
Ordinary income	$714,160	$ 1,755,282
Long-term capital gains	−	−
Total	$714,160	$ 1,755,282


	Undistributed Ordinary Income	Capital Loss Carryforward	Unrealized Appreciation
Growth Fund	$ 7,258	$ (7,405,696)	$ 10,488,694
Bond Fund	4,341	(2,763,978)	2,559,401


			2017
Growth Fund……….…..			$7,405,696
Bond Fund.........................			2,763,978


		THE NORTH COUNTRY FUNDS

DISCLOSURE OF FUND EXPENSES (Unaudited)


	Beginning Account Value (12/1/11)	Ending Account Value (5/31/12)	Expense Ratio (Annualized)	Expenses Paid During the Period* (12/1/11-5/31/12)
Equity Growth Fund
Actual	$1,000.00	$1,048.18	1.02%	$5.22
Hypothetical (5% return before expenses)	$1,000.00	$1,019.91	1.02%	$5.14
Intermediate Bond Fund
Actual	$1,000.00	$1,033.50	1.01%	$5.14
Hypothetical (5% return before expenses)	$1,000.00	$1,019.94	1.01%	$5.11


		THE NORTH COUNTRY FUNDS

ADDITIONAL INFORMATION (Unaudited)


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


Who we are
Who is providing this notice?	The North Country Funds
What we do
How do The Funds protect my	To protect your personal information from unauthorized access
personal information?	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.