N-CSRS 1 ncsrsnorthcountry.htm N-CSRS Blu Giant, LLC

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 Ash

c/o Gemini Fund Services, LLC., 80 Arkay Drive, Hauppauge, NY 11788

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-470-2619

 

Date of fiscal year end: 11/30

 

Date of reporting period: 5/31/15

 

Item 1. Reports to Stockholders.

 

    The North Country Funds
     
    Equity Growth Fund
    Intermediate Bond Fund
     
     (NORTH COUNTRY FUND LOGO)
     
     
     
     
    Semi-Annual Report
    May 31, 2015
     
     

Investment Adviser

North Country Investment Advisers, Inc.

250 Glen Street

Glens Falls, NY 12801

 

Administrator and

Fund Accountant

Gemini Fund Services, LLC

80 Arkay Drive

Hauppauge, NY 11788

 

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.

 

 

The North Country Funds
SEMIANNUAL REPORT

 

May 31, 2015

 

ECONOMIC SUMMARY

 

It is hard to believe that we are halfway through the year; it seems like yesterday we were ringing in 2015! The U.S. economy has improved from the weak first quarter, as we predicted. Consumer spending has accelerated from the harsh winter, and lower energy prices have translated into a tailwind for the economy. As a result, there has been an increase in retail, home and auto sales.

 

The employment picture also continues to improve: the average monthly jobs gain over the past 12 months is 250,000 and the unemployment rate is currently 5.3%. In addition, average hourly earnings have risen 2% over the same time period. We continue to forecast an improving U.S. economy for the second half of the year, and our GDP forecast for all of 2015 is 2-2.75%.

 

At the time of this writing, Greece’s potential exit from the Eurozone is unknown and until there is resolution, volatility will persist. Our investment strategy over the past few years has been to underweight international equities due to the uncertainty over the Eurozone and we continue to believe in that approach. However, growth in the Eurozone is improving as a result of quantitative easing by the European Central Bank, and we will look for investment opportunities as they present themselves.

 

The Federal Reserve ended quantitative easing at its October 2014 meeting; however, short-term interest rates, in our opinion, should remain low, with the Federal Reserve keeping the Federal Funds rate between 0% and 0.25% through late 2015,with the first rate hike in September or December. Inflation remains contained and is running below the Fed’s 2% target.

 

The Equity Growth Fund

 

For the six months and one year ended May 31, 2015 the North Country Equity Growth Fund had total returns of 3.85% and 12.40% versus the S&P 5001 at 2.97% and 11.81%, respectively. On an annualized basis, the three, five, and ten year total returns for the North Country Equity Growth Fund were 17.98%, 14.33%, and 6.67% versus the S&P 500 at 19.67%, 16.54%, and 8.12%, respectively.

 

Moderate economic growth coupled with continuing corporate profit growth, reasonable valuations, attractive dividend yields, and an accommodative Federal Reserve continue to support the case for a rising equity market.

 

In January 2015 we elected to increase the consumer discretionary sector to an overweight from a marketweight, decreased the financial sector to an underweight from a marketweight, and reduced the materials sector to an underweight from a marketweight. The consumer discretionary sector was expected to benefit from lower energy and commodity prices as well as improving employment conditions. We reduced financials due to our outlook for lower interest rates. Materials were reduced due to lower commodity prices and stretched valuations. We remained at an overweight in information technology and

 

 

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

1

 

healthcare, remained at a marketweight in energy and industrials and remained at an underweight in consumer staples, utilities and telecommunication services.

 

In March 2015, we elected to reduce the energy sector to an underweight from a marketweight and increased materials to a marketweight from an underweight. The energy sector was reduced due to the strengthening dollar, supply issues and reduced demand. Earnings were expected to decline by over 50% in 2015 and even with the sector’s negative performance, valuations were still not compelling (excluding the majors, which we continued to favor). Materials were increased due to the strength of the U.S. economy, attractive dividend yields, and earnings expectations. We remained at an overweight in consumer discretionary, healthcare and information technology. Industrials remained at a marketweight and consumer staples, financials, utilities and telecommunication services remained at an underweight.

 

The Intermediate Bond Fund

 

For the six month period ending May 31, 2015, the North Country Intermediate Bond Fund returned 0.53%; and the annualized total returns for one year, three year, five year and ten year periods ending May 31, 2015 were 1.21%, 1.39%, 2.64% and 3.00%.

 

Effective April 1, 2015 the performance benchmark for the North Country Intermediate Bond Fund was changed from Bank of America Merrill Lynch Corporate/Government “A” Rated or better 1-10 Year Index2 to the Barclays US Aggregate Bond Index3.

 

For the six month period ending May 31, 2015, the Bank of America Merrill Lynch Corporate/Government “A” Rated or better 1-10 Year returned 1.09%; and the annualized total returns for one year, three year, five year and ten year periods ending May 31, 2015 were 2.28%, 1.53%, 2.92% and 3.86%.

 

The North Country Intermediate Bond Fund underperformed the Bank of America Merrill Lynch Corporate/Government “A” Rated or better 1-10 Year Index for the one-year, three year and five year periods ending May 31, 2014. The underperformance during this time period is related to the relatively low, by historical standards, credit spreads. 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. During these periods, 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, 2014 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

 

 

2The 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.

 

3The Barclays US Aggregate Bond Index measure a broad spectrum of U.S. investment grade taxable fixed income securities including treasury, agency, corporate, mortgage-backed, asset-backed and international dollar denominated issues with maturities of 1 year or more.

2

 

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.

 

Equity Growth Fund:

 

Annual Fund Operating Expenses:  (As a Percentage of Net Assets)
Total Annual Operating Expenses:  1.01%
    
Intermediate Bond Fund:   
    
Annual Fund Operating Expenses:  (As a Percentage of Net Assets)
Total Annual Operating Expenses:  0.83%

 

Average Annual Total Returns as of March 31, 2015 (Latest Calendar Quarter)

 

   1 Year  5 Years  10 Years  
            
North Country Equity Growth Fund  12.01%  12.43%  6.54%  
            
North Country Intermediate Bond Fund  3.02%  3.05%  3.23%  

 

Average Annual Total Returns as of May 31, 2015 (Fiscal First Half)

 

   1 Year  5 Years  10 Years  
            
North Country Equity Growth Fund  12.40%  14.33%  6.67%  
            
North Country Intermediate Bond Fund  1.21%  2.64%  3.00%  

 

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, 2015 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.

 

5421-NLD-07/15/2015

3

 

 

North Country Equity Growth Fund

Portfolio Summary (Unaudited)

May 31, 2015

 

Industries % of Net Assets   Industries % of Net Assets
Common Stock 98.3%   Cosmetics/Personal Care 1.8%
Internet 13.3%   Beverages 1.5%
Banks 11.8%   Media 1.4%
Pharmaceuticals 7.2%   Machinery - Diversified 1.4%
Biotechnology 6.5%   Airlines 1.2%
Retail 6.3%   Miscellaneous Manufacturers 1.1%
Software 5.9%   Aerospace/Defense 1.0%
Computers/Network Products 5.1%   Healthcare 1.0%
Oil & Gas Producers 4.9%   Machinery - Construction & Mining 1.0%
Apparel 4.2%   Lodging 1.0%
Diversified Financial Services 3.5%   Telecommunications 1.0%
Insurance 3.3%   Home Builders 0.6%
Transportation 2.3%   Electric 0.6%
Oil & Gas Services 2.2%   Semiconductors 0.6%
Electronics 2.1%   Gas 0.4%
Chemicals 2.1%   Money Market Fund 1.7%
Building Materials 2.0%   Other Assets Less Liabilites 0.0%
      Total Net Assets 100.0%

 

Top Ten Holdings % of Net Assets   Top Ten Holdings % of Net Assets
Apple, Inc. 5.1%   Salesforce.com, Inc. 2.3%
Amazon.Com, Inc. 4.3%   Morgan Stanley 1.9%
Visa, Inc. - Class A 3.5%   Google, Inc. - Class C 1.9%
Under Armour, Inc. - Class A 3.3%   Wells Fargo & Co. 1.9%
Facebook, Inc. - Class A 3.1%   Berkshire Hathaway, Inc. 1.9%

 

 

4

 

 

North Country Intermediate Bond Fund

Portfolio Summary (Unaudited)

May 31, 2015

 

  % of Net     % of Net
Industries Assets   Industries Assets
Corporate Bonds 60.5%   Food 1.6%
Banks 13.1%   Household Products/Wares 1.5%
Telecommunications 8.2%   Agriculture 1.5%
Retail 3.9%   Semiconductors 1.2%
Diversified Financial Services 3.5%   Healthcare - Services 1.2%
Healthcare - Products 3.1%   Transportation 1.1%
Electric Components & Equipment 2.5%   Iron/Steel 0.8%
Computers 2.4%   Beverages 0.4%
Electric 2.3%   Biotechnology 0.4%
Chemicals 2.3%   Media 0.4%
Oil & Gas 2.2%   U.S. Government Agency Obligations 35.2%
Commerical Services 1.9%   Government Agencies 35.2%
Pharmaceutical 1.8%   Money Market Fund 3.6%
Aerospace/Defense 1.6%   Other Assets Less Liabilites 0.7%
Insurance 1.6%   Total Net Assets 100.0%

 

Top Ten Holdings % of Net Assets
Federal Home Loan Bank, 2.795%, due 10/17/23 3.1%
Federal Home Loan Bank, 2.50%, due 12/9/22 3.0%
Federal Home Loan Bank, 1.75%, due 8/7/18 3.0%
Federal Farm Credit Bank, 2.35%, due 8/14/24 2.9%
Federal Home Loan Bank, 2.375%, due 3/14/25 2.9%
Federal National Mortgage Association, 1.625%, due 11/27/18 2.3%
AT&T, Inc., 3.00%, due 2/15/22 2.2%
American Express Centurion, 5.95%, due 6/12/17 1.8%
Verizon Communications, Inc., 5.15%, due 9/15/23 1.7%
Lowe’s Cos., Inc., 4.625%, due 4/15/20 1.6%

 

 

5

 

  THE NORTH COUNTRY FUNDS  

EQUITY GROWTH FUND

SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2015

 
       Fair 
Shares      Value 
COMMON STOCK - 98.3%    
Aerospace/Defense - 1.0 %  
 10,500   United Technologies Corp.  $1,230,285 
           
Airlines - 1.2%  
 40,000   Southwest Airlines Co.   1,482,000 
           
Apparel - 4.2%  
 50,500   Under Armour, Inc. *   3,959,705 
 15,000   VF Corp.   1,056,450 
         5,016,155 
Banks - 11.8%  
 100,385   Bank of America Corp.   1,656,352 
 30,000   Bank of New York Mellon Corp.   1,300,800 
 32,500   Citigroup, Inc.   1,757,600 
 10,000   Goldman Sachs Group, Inc.   2,061,900 
 27,000   JP Morgan Chase & Co.   1,776,060 
 60,000   Morgan Stanley   2,292,000 
 22,300   US Bancorp   961,353 
 40,000   Wells Fargo & Co.   2,238,400 
         14,044,465 
Beverages - 1.5%  
 10,000   Coca-Cola Co.   409,600 
 14,200   PepsiCo, Inc.   1,369,306 
         1,778,906 
Biotechnology - 6.5%  
 12,500   Amgen, Inc.   1,953,250 
 5,000   Biogen Idec, Inc.*   1,984,950 
 16,500   Celgene Corp. *   1,888,260 
 17,500   Gilead Sciences, Inc. *   1,964,725 
         7,791,185 
Building Materials - 2.0%  
 55,000   Masco Corp.   1,488,850 
 10,000   Vulcan Materials Co.   899,300 
         2,388,150 
Chemicals - 2.1%     
 11,000   International Flavors & Fragrances, Inc.   1,309,440 
 5,000   PPG Industries, Inc.   1,144,450 
         2,453,890 
Computers / Network Products - 5.1%  
 46,770   Apple, Inc.   6,093,196 
           
Cosmetics/Personal Care - 1.8%  
 14,000   Colgate-Palmolive Co.   935,060 
 15,500   Procter & Gamble Co.   1,215,045 
         2,150,105 
       Fair 
Shares      Value 
Diversified Financial Services - 3.5%  
 60,000   Visa, Inc. - Class A  $4,120,800 
           
Electric - 0.6%     
 6,965   NextEra Energy, Inc.   712,798 
           
Electronics - 2.1%  
 71,295   Corning, Inc.   1,491,491 
 10,000   Honeywell International, Inc.   1,042,000 
         2,533,491 
Gas - 0.4%     
 5,000   Sempra Energy   537,350 
           
Healthcare - 1.0%  
 10,000   UnitedHealth Group, Inc.   1,202,100 
           
Home Builders - 0.6%  
 50,000   KB Home   739,000 
           
Insurance - 3.3%  
 30,000   American International Group, Inc.   1,758,300 
 15,500   Berkshire Hathaway, Inc. *   2,216,500 
         3,974,800 
Internet - 13.3%  
 12,000   Amazon.com, Inc. *   5,150,760 
 47,500   Facebook, Inc. - Class A*   3,761,525 
 4,000   Google, Inc. - Class A *   2,181,280 
 4,261   Google, Inc. - Class C *   2,267,321 
 1,000   Priceline Group, Inc. *   1,172,040 
 36,903   Twitter, Inc. *   1,353,233 
         15,886,159 
Lodging - 1.0%     
 15,000   Marriott International, Inc.   1,169,850 
           
Machinery - Construction & Mining - 1.0%  
 14,000   Caterpillar, Inc.   1,194,480 
           
Machinery - Diversified - 1.4%  
 11,897   Cummins, Inc.   1,612,638 
           
Media - 1.4%     
 15,345   Walt Disney Co.   1,693,628 
           
Miscellaneous Manufacturing - 1.1%  
 50,000   General Electric Co.   1,363,500 


The accompanying notes are an integral part of these financial statements

 

6

 

  THE NORTH COUNTRY FUNDS  

EQUITY GROWTH FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

May 31, 2015

 
       Fair 
Shares      Value 
Oil & Gas Producers - 4.9%  
 6,000   Chevron Corp.  $618,000 
 14,750   ConocoPhillips   939,280 
 7,500   EOG Resources, Inc.   665,175 
 12,000   Exxon Mobil Corp.   1,022,400 
 13,900   Helmerich & Payne, Inc.   1,014,561 
 20,000   Phillips 66   1,582,400 
         5,841,816 
Oil & Gas Services - 2.2%  
 10,000   Baker Hughes, Inc.   644,600 
 14,500   National Oilwell Varco, Inc.   713,255 
 14,500   Schlumberger, Ltd.   1,316,165 
         2,674,020 
Pharmaceuticals - 7.2%  
 6,000   Actavis PLC *   1,840,860 
 17,500   AmerisourceBergen Corp.   1,969,800 
 10,000   Johnson & Johnson   1,001,400 
 17,900   Merck & Co, Inc.   1,089,931 
 15,000   Mylan NV *   1,089,450 
 47,000   Pfizer, Inc.   1,633,250 
         8,624,691 
Retail - 6.3%  
 2,500   Chipotle Mexican Grill, Inc. *   1,538,800 
 13,000   Costco Wholesale Corp.   1,853,670 
 16,000   CVS Health Corp.   1,638,080 
 14,000   Starbucks Corp.   727,440 
 12,500   Wal-Mart Stores, Inc.   928,375 
 10,000   Williams-Sonoma, Inc.   786,100 
         7,472,465 

       Fair 
Shares      Value 
Semiconductors - 0.6%     
 20,000   Intel Corp.  $689,200 
           
Software - 5.9%     
 22,500   Cerner Corp. *   1,514,025 
 15,000   Check Point Software Technologies, Ltd. *   1,270,800 
 33,870   Microsoft Corp.   1,587,148 
 37,000   Salesforce.com, Inc. *   2,691,750 
         7,063,723 
Telecommunications - 1.0%     
 10,000   AT&T, Inc.   345,400 
 16,540   Verizon Communications, Inc.   817,738 
         1,163,138 
Transportation - 2.3%     
 6,000   FedEx Corp.   1,039,320 
 10,000   Union Pacific Corp.   1,009,100 
 7,000   United Parcel Service, Inc. - Class. B   694,540 
         2,742,960 
           
TOTAL COMMON STOCK   117,440,944 
(Cost - $71,725,380)     
           
MONEY MARKET FUND - 1.7%     
 2,034,108   BlackRock Liquidity TempCash     
     Fund - Dollar Shares, 0.01% (a)   2,034,108 
TOTAL MONEY MARKET FUND   2,034,108 
(Cost - $2,034,108)     
           
TOTAL INVESTMENTS - 100.0%     
(Cost - $73,759,488)(b)  $119,475,052 
Liabilities in excess of other assets - (0.0)%   (39,890)
TOTAL NET ASSETS - 100.0%  $119,435,162 


PLC - Public Limited Company

 

*Non-income producing security.

 

(a)Variable rate yield; the coupon rate shown represents the rate as of May 31, 2015.

 

(b)Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $73,788,589 and differs from market value by unrealized appreciation (depreciation) of securities as follows:

 

  Unrealized Appreciation:  $46,055,652 
  Unrealized Depreciation:   (369,189)
  Net Unrealized Appreciation  $45,686,463 

 

The accompanying notes are an integral part of these financial statements

 

7

 

  THE NORTH COUNTRY FUNDS  

INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2015

 
Principal      Fair 
Amount      Value 
CORPORATE BONDS - 60.5%     
Aerospace / Defense - 1.6%     
     Lockheed Martin Corp.     
$500,000   3.35%, due 9/15/21  $528,012 
     Rockwell Collins, Inc.     
 500,000   5.25%, due 7/15/19   561,491 
         1,089,503 
Agriculture - 1.5%     
     Philip Morris International, Inc.     
 1,000,000   2.50%, due 8/22/22   981,022 
           
Banks - 13.1%     
     American Express Centurion     
 1,100,000   5.95%, due 6/12/17   1,203,565 
     Bank of America Corp.     
 500,000   2.65%, due 4/1/19   509,608 
 1,000,000   4.00%, due 1/22/25   998,633 
     BB&T Corp.     
 500,000   5.25%, due 11/1/19   554,204 
     Goldman Sachs Group, Inc.     
 500,000   2.90%, due 7/19/18   514,999 
 500,000   3.625%, due 1/22/23   510,307 
     JPMorgan Chase & Co.     
 1,000,000   3.125%, due 1/23/25   981,023 
     Morgan Stanley     
 500,000   2.125%, due 4/25/18   504,248 
 500,000   2.50%, due 1/24/19   506,633 
 500,000   5.50%, due 7/28/21   573,234 
     US Bancorp.     
 500,000   3.60%, due 9/11/24   512,324 
     Wells Fargo & Co.     
 500,000   3.45%, due 2/13/23   507,877 
 1,000,000   3.00%, due 2/19/25   980,376 
         8,857,031 
Beverages - 0.4%     
     Coca-Cola Enterprises, Inc.     
 250,000   3.50%, due 9/15/20   266,711 
           
Biotechnology - 0.4%     
     Amgen, Inc.     
 250,000   3.45%, due 10/1/20   262,292 
           
Chemicals - 2.3%     
     Air Products & Chemicals, Inc.     
 500,000   3.00%, due 11/3/21   516,099 
Principal      Fair 
Amount      Value 
Chemicals (Continued) - 2.3%     
     El du Pont de Nemours & Co.     
$500,000   3.625%, due 1/15/21  $528,913 
     Praxair, Inc.     
 500,000   2.45%, due 2/15/22   495,661 
         1,540,673 
Commercial Services - 1.9%     
     MasterCard, Inc.     
 250,000   2.00%, due 4/1/19   252,541 
 1,000,000   3.375%, due 4/1/24   1,044,531 
         1,297,072 
Computers - 2.4%     
     Hewlett-Packard Co.     
 1,000,000   3.75%, due 12/1/20   1,042,667 
     International Business Machines Corp.     
 500,000   5.70%, due 9/14/17   552,092 
         1,594,759 
Diversified Financial Services - 3.5%     
     American Express Co.     
 1,000,000   1.55%, due 5/22/18   997,197 
     Ameriprise Financial, Inc.     
 250,000   5.30%, due 3/15/20   286,412 
     Bear Stearns Company LLC     
 500,000   5.55%, due 1/22/17   532,739 
     General Electric Capital Corp.     
 500,000   3.10%, due 1/9/23   513,416 
         2,329,764 
Electric - 2.3%     
     Duke Energy Corp.     
 1,000,000   3.55%, due 9/15/21   1,053,917 
     Duke Energy Florida, Inc.     
 250,000   3.10%, due 8/15/21   260,012 
     Exelon Generation Co. LLC     
 250,000   4.00%, due 10/1/20   263,572 
         1,577,501 
Electrical Components & Equipment - 2.5%     
     Emerson Electric Co.     
 1,000,000   5.375%, due 10/15/17   1,098,273 
 500,000   4.875%, due 10/15/19   559,939 
         1,658,212 
Food - 1.6%     
     Campbell Soup Co.     
 500,000   4.50%, due 2/15/19   540,743 
     Kroger Co.     
 500,000   3.30%, due 1/15/21   516,773 
         1,057,516 


The accompanying notes are an integral part of these financial statements

 

8

 

  THE NORTH COUNTRY FUNDS  

INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

May 31, 2015

 
Principal      Fair 
Amount      Value 
Healthcare-Products - 3.1%     
     Baxter International, Inc.     
$500,000   4.50%, due 8/15/19  $548,743 
 1,000,000   3.20%, due 6/15/23   996,709 
     Stryker Corp.     
 500,000   4.375%, due 1/15/20   552,477 
         2,097,929 
Healthcare-Services - 1.2%     
     UnitedHealth Group, Inc.     
 500,000   1.625%, due 3/15/19   497,641 
 250,000   4.70%, due 2/15/21   281,103 
         778,744 
Household Products/Wares - 1.5%     
     Kimberly Clark Corp.     
 500,000   3.875%, due 3/1/21   547,943 
 500,000   2.40%, due 3/1/22   496,240 
         1,044,183 
Insurance - 1.6%     
     Aflac, Inc.     
 1,000,000   4.00%, due 2/15/22   1,078,557 
           
Iron / Steel - 0.8%     
     Nucor Corp.     
 500,000   5.85%, due 6/1/18   560,454 
           
Media - 0.4%     
     Walt Disney Co.     
 250,000   1.10%, due 12/1/17   250,288 
           
Oil & Gas - 2.2%     
     BP Capital Markets PLC     
 500,000   2.237%, due 5/10/19   506,849 
 1,000,000   3.535%, due 11/4/24   1,007,427 
         1,514,276 
Pharmaceutical - 1.8%     
     Eli Lilly & Co.     
 250,000   1.95%, due 3/15/19   252,423 
     Teva Pharmaceutical Finance Co.     
 1,000,000   2.95%, due 12/18/22   990,188 
         1,242,611 
Principal      Fair 
Amount      Value 
Retail - 3.9%     
     Costco Wholesale Corp.     
$500,000   1.70%, due 12/15/19  $500,560 
     Lowe’s Co., Inc.     
 1,000,000   4.625%, due 4/15/20   1,110,359 
     McDonald’s Corp.     
 500,000   2.625%, due 1/15/22   499,034 
     Starbucks Corp.     
 500,000   6.25%, due 8/15/17   554,961 
         2,664,914 
Semiconductors - 1.2%     
     Intel Corp.     
 750,000   3.30%, due 10/1/21   794,083 
           
Telecommunications - 8.2%     
     AT&T, Inc.     
 500,000   1.40%, due 12/1/17   499,534 
 1,500,000   3.00%, due 2/15/22   1,493,936 
     Cisco Systems, Inc.     
 500,000   4.95%, due 2/15/19   559,087 
     Verizon Communications, Inc.     
 500,000   3.65%, due 9/14/18   527,494 
 500,000   4.60%, due 4/1/21   548,230 
 1,000,000   5.15%, due 9/15/23   1,118,716 
 500,000   4.15%, due 3/15/24   529,594 
     Vodafone Group PLC     
 250,000   4.375%, due 3/16/21   268,617 
         5,545,208 
Transportation - 1.1%     
     Union Pacific Corp.     
 500,000   2.75%, due 4/15/23   502,851 
     United Parcel Service, Inc.     
 250,000   3.125%, due 1/15/21   264,402 
         767,253 
TOTAL CORPORATE BONDS     
(Cost - $40,083,285)   40,850,556 


The accompanying notes are an integral part of these financial statements

 

9

 

  THE NORTH COUNTRY FUNDS  

INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

May 31, 2015

 
Principal
Amount
      Fair
Value
 
U.S. GOVERNMENT AGENCY OBLIGATIONS - 35.2%     
Government Agencies - 35.2 %     
     Federal Farm Credit Bank     
$1,000,000   4.67%, due 2/27/18  $1,101,891 
 500,000   1.62%, due 4/23/20   495,867 
 1,000,000   2.53%, due 12/26/23   1,014,946 
 2,000,000   2.35%, due 8/14/24   1,981,006 
 1,000,000   2.28%, due 10/30/24   986,251 
     Federal Home Loan Bank     
 1,000,000   1.125%, due 12/8/17   1,004,744 
 2,000,000   1.75%, due 8/7/18   2,004,600 
 250,000   2.00%, due 9/13/19   256,319 
 1,000,000   1.78%, due 3/27/20   1,000,092 
 500,000   2.875%, due 9/11/20   529,999 
 1,000,000   1.875%, due 12/11/20   1,010,222 
 1,000,000   3.125%, due 12/11/20   1,075,147 
 500,000   2.375%, due 9/10/21   514,653 
 500,000   3.00%, due 9/10/21   531,303 
 2,000,000   2.50%, due 12/9/22   2,042,630 
 2,000,000   2.795%, due 10/17/23   2,075,210 
 2,000,000   2.375%, due 3/14/25   1,972,248 
 1,000,000   2.675%, due 11/7/25   1,018,349 
Principal      Fair 
Amount      Value 
Government Agencies - 35.2% (Continued)     
     Federal National Mortgage Association     
$500,000   1.00%, due 9/20/17  $502,249 
 1,500,000   1.625%, due 11/27/18   1,522,403 
     Tennessee Valley Authority     
 1,000,000   4.50%, due 4/1/18   1,096,832 
        23,736,961 
           
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS     
(Cost - $23,657,443)   23,736,961 
           
Shares         
MONEY MARKET FUND - 3.6%     
     BlackRock Liquidity TempCash     
 2,440,668   Fund - Dollar Shares, 0.01% (a)   2,440,668 
TOTAL MONEY MARKET FUND     
(Cost - $2,440,668)     
           
TOTAL INVESTMENTS - 99.3%     
(Cost - $66,181,396) (b)  $67,028,185 
Other assets less liabilities - 0.7%   475,523 
TOTAL NET ASSETS - 100.0%  $67,503,708 


LLC - Limited Limited Company

 

PLC - Public Limited Company

 

(a)Variable rate yield; the coupon rate shown represents the rate as of May 31, 2015.

 

(b)Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $66,181,396 and differs from market value by unrealized appreciation (depreciation) of securities as follows:

 

  Unrealized Appreciation:  $1,187,074 
  Unrealized Depreciation:   (340,285)
  Net Unrealized Appreciation  $846,789 

 

The accompanying notes are an integral part of these financial statements

 

10

 

  THE NORTH COUNTRY FUNDS  
 
STATEMENTS OF ASSETS AND LIABILITIES (Unaudited)
May 31, 2015
 

 

   Equity   Intermediate 
   Growth Fund   Bond Fund 
ASSETS:          
Investments in securities, at fair value (Cost $73,759,488 and $66,181,396, respectively)  $119,475,052   $67,028,185 
Receivable for fund shares sold   10,858    7,257 
Dividends and interest receivable   184,696    535,044 
Prepaid expenses and other assets   4,097    4,674 
Total Assets   119,674,703    67,575,160 
           
LIABILITIES:          
Accrued advisory fees   71,916    23,990 
Payable for fund shares redeemed   136,724    19,153 
Accrued trustee fees   5,586    5,749 
Accrued expenses and other liabilities   25,315    22,560 
Total Liabilities   239,541    71,452 
Net Assets  $119,435,162   $67,503,708 
           
NET ASSETS CONSIST OF:          
Paid in capital  $69,026,372   $67,557,122 
Undistributed net investment income   331,293    60,355 
Accumulated net realized gain (loss) from investment transactions   4,361,933    (960,558)
Net unrealized appreciation on investments   45,715,564    846,789 
Net Assets  $119,435,162   $67,503,708 
           
Shares outstanding (unlimited number of shares authorized; no par value)   7,632,271    6,568,888 
           
Net asset value, offering and redemption price per share ($119,435,162/7,632,271 and $67,503,708/6,568,888, respectively)  $15.65   $10.28 

 

The accompanying notes are an integral part of these financial statements

 

11

 

  THE NORTH COUNTRY FUNDS  
     
STATEMENTS OF OPERATIONS (Unaudited)
For the Six Months Ended May 31, 2015
 

 

   Equity   Intermediate 
   Growth Fund   Bond Fund 
INVESTMENT INCOME:          
Interest  $1,168   $835,810 
Dividends   855,739     
Total investment income   856,907    835,810 
           
EXPENSES:          
Investment advisory fees   440,468    165,284 
Administration and fund accounting fees   83,342    54,463 
Transfer agency fees   14,071    13,019 
Legal fees   12,617    14,973 
Trustees’ fees   8,878    5,425 
Chief Compliance Officer fees   7,847    3,946 
Audit fees   7,640    7,640 
Printing expense   7,508    4,976 
Registration and filing fees   5,918    5,918 
Custody fees   5,918    3,540 
Insurance expense   3,776    2,104 
Miscellaneous expenses   986    986 
Total expenses   598,969    282,274 
           
Less: Advisory fee waiver (Note 3)       (5,449)
Net expenses   598,969    276,825 
           
Net investment income   257,938    558,985 
           
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:          
Net realized gain from investment transactions   4,456,903    752,552 
Net change in unrealized appreciation of investments for the period   (500,628)   (977,876)
Net realized and unrealized gain (loss) on investments   3,956,275    (225,324)
           
Net increase in net assets resulting from operations  $4,214,213   $333,661 

 

The accompanying notes are an integral part of these financial statements

 

12

 

  THE NORTH COUNTRY FUNDS  
 
EQUITY GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
 

 

   For the Six   For the Year 
   Months Ended   Ended 
   May 31, 2015   November 30, 2014 
   (Unaudited)     
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:          
Net investment income  $257,938   $494,162 
Net realized gain from investment transactions   4,456,903    8,047,575 
Net change in unrealized appreciation for the period   (500,628)   6,130,685 
Net increase in net assets resulting from operations   4,214,213    14,672,422 
           
DISTRIBUTIONS TO SHAREHOLDERS:          
Distributions from net investment income ($0.05 and $0.10 per share, respectively)   (407,059)   (801,887)
Distributions from net realized gains on investments ($1.05 and $0.31 per share, respectively)   (8,023,906)   (2,489,479)
Total distributions to shareholders   (8,430,965)   (3,291,366)
           
CAPITAL SHARE TRANSACTIONS (Note 4)   (1,341,266)   (6,092,990)
           
Net increase (decrease) in net assets   (5,558,018)   5,288,066 
           
NET ASSETS:          
Beginning of period   124,993,180    119,705,114 
           
End of period (including undistributed net investment income of $331,293 and $480,414, respectively)  $119,435,162   $124,993,180 

 

The accompanying notes are an integral part of these financial statements

 

13

 

  THE NORTH COUNTRY FUNDS  
 
INTERMEDIATE BOND FUND
STATEMENTS OF CHANGES IN NET ASSETS
 

 

   For the Six   For the Year 
   Months Ended   Ended 
   May 31, 2015   November 30, 2014 
   (Unaudited)     
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:          
Net investment income  $558,985   $1,151,387 
Net realized gain from investment transactions   752,552    425,525 
Net change in unrealized appreciation for the period   (977,876)   (90,470)
Net increase in net assets resulting from operations   333,661    1,486,442 
           
DISTRIBUTIONS TO SHAREHOLDERS:          
Distributions from net investment income ($0.09 and $0.19 per share, respectively)   (552,259)   (1,135,617)
           
CAPITAL SHARE TRANSACTIONS (Note 4)   1,689,584    5,239,481 
           
Net increase in net assets   1,470,986    5,590,306 
           
NET ASSETS:          
Beginning of period   66,032,722    60,442,416 
           
End of period (including undistributed net investment income of $60,355 and $53,629, respectively)  $67,503,708   $66,032,722 

 

The accompanying notes are an integral part of these financial statements

 

14

 

  THE NORTH COUNTRY FUNDS  
 
EQUITY GROWTH FUND
FINANCIAL HIGHLIGHTS
 
 
(For a fund share outstanding throughout each period)

 

   For the Six                     
   Months Ended   For the Year Ended November 30, 
   May 31, 2015   2014   2013   2012   2011   2010 
   (Unaudited)                     
Net asset value, beginning of period  $16.21   $14.77   $11.37   $10.17   $9.79   $9.37 
                               
INCOME FROM INVESTMENT OPERATIONS:                              
Net investment income (1)   0.03    0.06    0.10    0.11    0.11    0.08 
Net realized and unrealized gains on investments   0.51    1.79    3.31    1.20    0.47    0.43 
Total from investment operations   0.54    1.85    3.41    1.31    0.58    0.51 
                               
LESS DISTRIBUTIONS:                              
Dividends from net investment income   (0.05)   (0.10)   (0.01)   (0.11)   (0.20)   (0.09)
Distribution from net realized gains from security transactions   (1.05)   (0.31)                
Total distributions   (1.10)   (0.41)   (0.01)   (0.11)   (0.20)   (0.09)
                               
Net asset value, end of period  $15.65   $16.21   $14.77   $11.37   $10.17   $9.79 
                               
Total return (2)   3.85% (4)   12.93%   30.00%   12.91%   5.94%   5.50%
                               
RATIOS/SUPPLEMENTAL DATA:                              
Net assets, end of period (in 000’s)  $119,435   $124,993   $119,705   $103,358   $85,684   $85,956 
Ratios to average net assets:                              
Expenses   1.01% (3)   1.03%   1.02%   1.06%   1.09%   1.06%
Net investment income   0.43% (3)   0.41%   0.80%   0.95%   1.03%   0.84%
Portfolio turnover rate   12% (4)   29%   41%   55%   63%   69%

 

 
(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

 

15

 

  THE NORTH COUNTRY FUNDS  
 
INTERMEDIATE BOND FUND
FINANCIAL HIGHLIGHTS
 
 
(For a fund share outstanding throughout each period)

 

   For the Six                     
   Months Ended   For the Year Ended November 30, 
   May 31, 2015   2014   2013   2012   2011   2010 
   (Unaudited)                     
Net asset value, beginning of period  $10.31   $10.25   $10.57   $10.24   $10.31   $10.06 
                               
INCOME (LOSS) FROM INVESTMENT OPERATIONS:                              
Net investment income (1)   0.09    0.19    0.23    0.24    0.26    0.31 
Net realized and unrealized gains (losses) on investments   (0.03)   0.06    (0.33)   0.33    (0.07)   0.25 
Total from investment operations   0.06    0.25    (0.10)   0.57    0.19    0.56 
                               
LESS DISTRIBUTIONS:                              
Dividends from net investment income   (0.09)   (0.19)   (0.22)   (0.24)   (0.26)   (0.31)
Total distributions   (0.09)   (0.19)   (0.22)   (0.24)   (0.26)   (0.31)
                               
Net asset value, end of period  $10.28   $10.31   $10.25   $10.57   $10.24   $10.31 
                               
Total return (2)   0.53% (4)   2.44%   (0.92)%   5.57%   1.90%   5.65%
                               
RATIOS/SUPPLEMENTAL DATA:                              
Net assets, end of period (in 000’s)  $67,504   $66,033   $60,442   $61,892   $59,797   $77,457 
Ratios to average net assets:                              
Expenses, before waiver   0.84% (3)   0.88%   0.86%   0.91%   0.89%   0.83%
Expenses, after waiver   0.83% (3)   0.88%   0.86%   0.91%   0.89%   0.83%
Net investment income   1.67% (3)   1.85%   2.17%   2.28%   2.55%   3.04%
Portfolio turnover rate   43% (4)   25%   29%   24%   32%   55%

 

 
(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

 

16

 

  THE NORTH COUNTRY FUNDS  
 
NOTES TO FINANCIAL STATEMENTS (Unaudited)
May 31, 2015
 

 

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 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.

 

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 Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to 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.

 

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

 

 

17

 

  THE NORTH COUNTRY FUNDS  
 
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
May 31, 2015
 

 

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.

 

 

18

 

  THE NORTH COUNTRY FUNDS  
 
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
May 31, 2015
 

 

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, 2015, in valuing the Funds’ assets carried at fair value.

 

North Country Equity Growth Fund:

 

Assets  Level 1   Level 2   Level 3*   Total 
Common Stock**  $117,440,944   $   $   $117,440,944 
Money Market Fund   2,034,108            2,034,108 
Total  $119,475,052   $   $   $119,475,052 

 

North Country Intermediate Bond Fund:

 

Assets  Level 1   Level 2   Level 3*   Total 
Corporate Bonds**  $   $40,850,556   $   $40,850,556 
U.S. Government Agency Obligations       23,736,961        23,736,961 
Money Market Fund   2,440,668            2,440,668 
Total  $2,440,668   $64,587,517   $   $67,028,185 

 

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

 

**See Schedule of Investments for industry classifications.

 

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 and out of Level 1 and Level 2 at the end of the reporting period.

 

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 Funds could incur a tax expense.

 

Management reviewed the tax positions in open tax years 2012 through 2014 and those expected to be taken in the Funds’ fiscal 2015 year-end tax returns, and determined that the Funds do 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.

 

 

19

 

  THE NORTH COUNTRY FUNDS  
 
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
May 31, 2015
 

 

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.

 

NOTE 3. INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

 

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 Growth Fund and Bond Fund, respectively. For the six months ended May 31, 2015, the Adviser received advisory fees of $440,468 from the Growth Fund and $165,284 from the Bond Fund. The Adviser has agreed to voluntarily waive 0.05% of its Advisory fee it receives from the Bond Fund for the period starting April 1, 2015 through March 31, 2016. For the six months ended May 31, 2015, the Adviser waived $5,449 of its Advisory fee. This amount waived is not subject to recoupment.

 

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

 

 

20

 

  THE NORTH COUNTRY FUNDS  
 
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
May 31, 2015
 

 

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

 

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

 

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

 

Gemcom, LLC (“Gemcom”) - Gemcom, an affiliate of GFS and the Distributor, 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.

 

NOTE 4. CAPITAL SHARE TRANSACTIONS

 

At May 31, 2015, there were an unlimited number of shares authorized with no par value. Paid in capital for the Growth Fund and Bond Fund amounted to $69,026,372 and $67,557,122, respectively.

 

Transactions in capital shares were as follows:

 

Growth Fund:

 

   For the six months   For the year 
   ended   ended 
   May 31, 2015   November 30, 2014 
   Shares   Amount   Shares   Amount 
                 
Shares sold   342,272   $5,196,018    950,374   $14,405,427 
Shares issued for reinvestment of dividends   100,310    1,458,509    39,374    557,611 
Shares redeemed   (520,899)   (7,995,793)   (1,383,433)   (21,056,028)
                     
Net decrease   (78,317)  $(1,341,266)   (393,685)  $(6,092,990)

 

 

21

 

  THE NORTH COUNTRY FUNDS  
 
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
May 31, 2015
 

 

Bond Fund:

 

   For the six months   For the year 
   ended   ended 
   May 31, 2015   November 30, 2014 
   Shares   Amount   Shares   Amount 
                 
Shares sold   676,013   $6,968,029    1,618,457   $16,647,144 
Shares issued for reinvestment of dividends   4,265    43,933    9,765    100,289 
Shares redeemed   (516,238)   (5,322,378)   (1,119,556)   (11,507,952)
Net increase   164,040   $1,689,584    508,666   $5,239,481 

 

NOTE 5. INVESTMENTS

 

Investment transactions, excluding short-term securities, for the six months ended May 31, 2015 were as follows:

 

       Bond Fund 
       Excluding U.S.   U.S. 
       Government   Government 
   Growth Fund   Securities   Securities 
Purchases  $13,705,271   $13,969,836   $15,843,525 
Sales  $22,729,280   $16,205,087   $11,012,875 

 

 

22

 

  THE NORTH COUNTRY FUNDS  
 
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
May 31, 2015
 

 

NOTE 6. TAX INFORMATION

 

The tax character of distributions paid during the fiscal year ended November 30, 2014 and fiscal year ended November 30, 2013 was as follows:

 

   For the year ended November 30, 2014:     
   Ordinary   Long-Term     
Fund  Income   Capital Gains   Total 
Growth Fund  $801,887   $2,489,479   $3,291,366 
Bond Fund   1,135,617        1,135,617 

 

   For the year ended November 30, 2013:     
   Ordinary   Long-Term     
Fund  Income   Capital Gains   Total 
Growth Fund  $76,753   $   $76,753 
Bond Fund   1,310,556        1,310,556 

 

On December 15, 2014, the Growth Fund paid an ordinary income dividend of $0.0531 per share, a short-term capital gain dividend of $0.0639, and a long-term capital gain dividend of $0.9828 per share to shareholders of record on December 12, 2014.

 

On December 15, 2014, the Bond Fund paid an ordinary income dividend of $0.0228 per share to shareholders of record on December 12, 2014.

 

As of November 30, 2014, the components of distributable earnings/ (deficit) on a tax basis were as follows:

 

   Undistributed   Undistributed   Post October Loss   Capital Loss   Unrealized   Total 
   Ordinary   Long-Term   and   Carry   Appreciation/   Accumulated 
Fund  Income   Capital Gains   Late Year Loss   Forwards   (Depreciation)   Earnings 
Growth Fund  $969,675   $7,468,776   $   $   $46,187,091   $54,625,542 
Bond Fund   53,629            (1,713,110)   1,824,665    165,184 

 

The difference between book basis and tax basis distributable earnings, if any, is primarily attributable to the tax deferral of losses on wash sales.

 

 

23

 

  THE NORTH COUNTRY FUNDS  
 
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
May 31, 2015
 

 

The Regulated Investment Company Modernization Act of 2010 (the “Act”), which was enacted on December 22, 2010, makes changes to several tax rules impacting the Funds. Although the Act provides several benefits, including unlimited carryover on future capital losses, there may be greater likelihood that all or a portion of the Funds’ pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers. As of November 30, 2014, the Bond Fund had unused capital loss carry forwards of $1,713,110 available, for federal income tax purposes, to offset future capital gains. Such capital loss carry forwards expire on November 30, 2017.

 

Permanent book and tax differences, primarily attributable to the tax treatment of non-deductible expenses, and adjustments for real estate investment trusts and C-Corporation return of capital distributions, resulted in reclassification for the fiscal year ended November 30, 2014 as follows:

 

   Paid   Undistributed   Undistributed 
   In   Ordinary   Long-Term 
Fund  Capital   Income (Loss)   Gains (Loss) 
Growth Fund  $   $(28,888)  $28,888 
Bond Fund   (42)   42     

 

NOTE 7. 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 Act. As of May 31, 2015, SEI Private Trust, an account holding shares for the benefit of others in nominee name, held approximately 81% of the voting securities of the Growth Fund and approximately 92% of the Bond Fund.

 

NOTE 8. SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has concluded that there is no impact requiring additional adjustment or disclosure in the financial statements.

 

 

24

 

  THE NORTH COUNTRY FUNDS  
 
DISCLOSURE OF FUND EXPENSES (Unaudited)

 

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, 2014 and held until May 31, 2015.

 

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*
  (12/1/14) (5/31/15) (Annualized) (12/1/14 - 5/31/15)
Equity Growth Fund        
Actual $1,000.00 $1,038.50 1.01% $5.13
Hypothetical        
(5% return before expenses) $1,000.00 $1,019.90 1.01% $5.09
Intermediate Bond Fund        
Actual $1,000.00 $1,005.30 0.83% $4.15
Hypothetical        
(5% return before expenses) $1,000.00 $1,020.79 0.83% $4.18

 

*Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 182 days divided by 365 days.

 

 

25

 

  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 January 27, 2015, 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 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 Advisory Agreement and fee arrangements with the Funds; b) the Adviser’s management and investment personnel; c) the financial condition and stability of the Adviser; d) data comparing each Fund’s fees, operating expenses and performance with that of a group of mutual funds in the same category, as determined by Lipper, Inc., that the Funds’ Administrator determined were similar in size to the Funds (each, a “Peer Group”); and e) past performance of each Fund as compared to 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 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. The Board examined the nature, extent and quality of the services provided by the Adviser to the Funds. The Board, including the Independent Trustees, reviewed the qualifications of the Adviser’s key personnel, including the experience of the Funds’ portfolio managers, and agreed that sharing resources with its parent bank is a positive aspect of the Adviser’s services to the Funds. The Trustees discussed the Adviser’s compliance program. They also discussed the financial strength and stability of the Adviser. Based on these considerations, the Trustees determined that the Adviser has the capabilities, resources and personnel necessary to manage the Funds and concluded that they were satisfied with the nature, extent and quality of the services provided to the Funds under the Advisory Agreement.

 

Performance of the Adviser. The Independent Trustees discussed in detail the information provided to them regarding each Fund’s performance compared to its benchmark and an arithmetic average of the total return of the thirty largest funds in each Fund’s Lipper category. The Trustees noted that the Bond Fund had outperformed its Lipper category average for the 1-year period ended December 31, 2014 and had underperformed its Lipper category average for the 3-, 5- and 10-year periods ended December 31, 2014. The Trustees also noted that the Bond Fund had underperformed its existing benchmark (BofA Index) and proposed new benchmark (Barclays Index) for the 1-, 5 - and 10-year periods ended December 31, 2014, had outperformed its existing benchmark and had underperformed its proposed new benchmark for the 3-year period ended December 31, 2014. The Trustees

 

 

26

 

  THE NORTH COUNTRY FUNDS  
 
ADDITIONAL INFORMATION (Unaudited) (Continued)

 

considered the proposed new benchmark, including the Adviser’s rationale for the change, and determined to approve the change in the Bond Fund’s benchmark to the Barclays Index. The Trustees noted that the Growth Fund had underperformed its Lipper category average and its benchmark for the 1-, 3-, 5- and 10-year periods ended December 31, 2014. The Trustees considered that the Funds’ performance reflects, in part, the conservative manner in which they are managed and concluded that the investment performance of each Fund was sufficient to warrant continuation of the Advisory Agreement.

 

Cost of Services. With regard to cost of services and fees and expenses, the Trustees reviewed comparative fees charged by advisers to the Peer Group. The Trustees noted that the Growth Fund’s effective management fee and net expenses as of November 30, 2014 were both higher than the average for the Peer Group. The Trustees also noted that the Bond Fund’s effective management fee and net expenses as of November 30, 2014 were both higher than the average for the Peer Group. The Trustees considered that, at the Trustees’ request, the Adviser had agreed to voluntarily waive 0.05% of its advisory fees for the Bond Fund for a one-year period beginning on April 1, 2015. The Trustees concluded that the cost of the services provided by the Adviser is within a reasonable range and supported continuation of the Advisory Agreement.

 

Profitability. The Trustees considered the Adviser’s profits realized in connection with the operation of the Funds. The Trustees noted that the Adviser was not receiving 12b-1 fees, soft dollars or affiliated brokerage fees in connection with its services to the Funds. The Independent Trustees considered that NCIA had voluntarily limited the overall expense ratio of each Fund from its inception through the fiscal year ended November 30, 2009 and noted that the Funds are continuing to operate within those limitations. The Independent Trustees also considered NCIA’s agreement to voluntarily waive 0.05% of its advisory fees for the Bond Fund for a one-year period beginning on April 1, 2015. The Trustees concluded that, based on the quality of services provided, the profitability of the Adviser’s relationship with the Funds warranted continuation of the Advisory Agreement.

 

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

 

Conclusion. Having requested and received such information from the Adviser as the Board believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and with the assistance of independent legal counsel, the Board concluded that the overall arrangements provided under the terms of the Advisory Agreement were reasonable, and that continuance of the Advisory Agreement was in the best interests of the Funds’ shareholders.

 

 

27

 

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

28

 

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.

29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  How to Obtain Proxy Voting Information  

 

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 Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

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

 

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 2. Code of Ethics. Not applicable.

 

Item 3. Audit Committee Financial Expert. Not applicable.

 

Item 4. Principal Accountant Fees and Services. Not applicable.

 

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.

 

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 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.

 

Item 12. Exhibits.

 

(a)(1) Not applicable.

 

(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/President

 

Date 8/6/15

 

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/President

 

Date 8/6/15

 

By (Signature and Title)

/s/ Harris Cohen

Harris Cohen, Principal Financial Officer/Treasurer

 

Date 8/6/15