N-CSR 1 fp0049624_ncsr.htm fp0048452_INXS

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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 811-22359  

 

Papp Investment Trust
(Exact name of registrant as specified in charter)

 

2201 E. Camelback Road, Suite 227B       Phoenix, Arizona 85016
(Address of principal executive offices) (Zip code)

 

Benjamin V. Mollozzi, Esq.

 

Ultimus Fund Solutions, LLC       225 Pictoria Drive, Suite 450       Cincinnati, Ohio 45246
(Name and address of agent for service)

 

Registrant's telephone number, including area code: (602) 956-0980  

 

Date of fiscal year end: November 30  
     
Date of reporting period: November 30, 2019  

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

Item 1.Reports to Stockholders.

 

Papp Investment Trust

Papp Small & Mid-Cap Growth Fund

Annual Report

 

November 30, 2019

 

Investment Adviser

L. Roy Papp & Associates, LLP

Phoenix, AZ

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting the Fund at 1-877-370-7277 or, if you own these shares through a financial intermediary, by contacting your financial intermediary.

 

You may elect to receive all future reports in paper free of charge. You can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by contacting the Fund at 1-877-370-7277. If you own shares through a financial intermediary, you may contact your financial intermediary or follow instructions included with this document to elect to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held with the Fund complex or at your financial intermediary.

 

 

PAPP SMALL & MID-CAP GROWTH FUND

LETTER TO SHAREHOLDERS

December 31, 2019

 

Dear Fellow Shareholders,

 

We are writing to report on the performance results of the Papp Small & Mid-Cap Growth Fund (the “Fund”) for the fiscal year ended November 30, 2019. The 2019 fiscal year was wonderful for financial markets here in the U.S. and in most other geographies around the world. If you recall, financial markets in late 2018 entered what we believed at the time, was a normal correction. With the benefit of hindsight, it is now clear that this belief was correct. As 2019 developed, the Federal Reserve (the “Fed”) changed their strategy 180 degrees from the four interest rate increases in 2018 to three interest rate decreases in 2019. The market had been concerned in late 2018 that the Fed rate increases would trigger a recession. The markets are no longer concerned about that. While we disagree with the Fed and we think the rate cuts were unnecessary, we are pleased that market participants now feel much more confident about the prospects for reasonable economic growth here in the U.S. in 2020 and perhaps beyond. During 2019, we also experienced an on-again off-again trade war with China. As of the end of 2019, President Trump has announced that he plans to sign the phase one agreement with China on January 15, 2020. With fear of the Fed and trade wars, particularly with China substantially behind us, the markets can focus on financial prospects for corporate America during 2020 and the next few years. In our view, those prospects look good. The companies that we have talked to are confident in reasonable earnings growth. We see few, if any, signs of an imminent recession on the near-term horizon. After the close of the Fund’s fiscal year on November 30, 2019, the market continued its upward direction during December 2019.

 

For the fiscal year ended November 30, 2019, the Fund produced a total return of 17.61% as compared to the Standard and Poor’s (“S&P”) MidCap 400 Growth Index® which produced a return of 9.31% and the Russell MidCap Growth Index® which returned 21.75%. Obviously, we are pleased with a total return for the year of 17+%. As you know, our investment strategy for this Fund is to own a portfolio of stocks which we hope in most periods will be somewhat less volatile than the market indices.

 

For the calendar year ended December 31, 2019, the Fund produced a total return of 34.79%, which is remarkable. While the actual return was terrific, our analysis leads us to believe that the Fund was able to produce this return because of market conditions that were particularly favorable to our investment style. As we have told you in the past, during very strong market periods the Fund’s holdings may not perform quite as well as ultra-fast growth and momentum-driven stocks, where we minimize exposure. During 2019, high quality, consistent growth companies participated well with the market right along with very high multiple and more speculative growth stocks.

 

The Fund’s net asset value on November 30, 2019 was $25.65 per share, up from $22.47 on November 30, 2018 (after adjusting for the $0.5924 dividend that was paid at the end of calendar year 2018).

 

1

 

 

After the close of the fiscal year on November 30, 2019, the Fund paid a capital gain distribution of $0.7593 per share or approximately 3.0% of the Fund’s net asset value on December 31, 2019. These distributions were due primarily to Fund holding Worldpay, Inc. being acquired by Fidelity National Information Services, Inc. as well as selected position reductions for risk control. We attempt to minimize the tax impact of the Fund’s portfolio, but it is difficult to avoid capital gains when Fund holdings are acquired.

 

The Fund remains well diversified with 31 companies as of November 30, 2019. The Fund is normally fully invested and as of November 30, 2019, the Fund had 97.5% of its holdings invested in stocks, with the balance in the money market fund. The Fund’s three largest sector concentrations are Information Technology, Industrials, and Health Care. These sectors are where we are able to find the best mix of long-term growth potential alongside attractive valuations.

 

Turning to individual companies in the portfolio, three of the Fund’s software holdings delivered very strong returns. These were ANSYS, Inc. in the simulation software business, CoStar Group, Inc. which maintains a proprietary real estate database, and Pegasystems, Inc. which sells software for customer relationships. As mentioned above, Worldpay, Inc. was taken over by Fidelity National Information Services, Inc. at a substantial premium, and industrials holding, AMETEK, Inc. enjoyed strong earnings growth in their aerospace and other niche markets.

 

Performance was held back by Westinghouse Air Brake Technologies Corporation which serves the railroad industry. The company completed a large acquisition of the General Electric (“GE”) rail business and we believe the stock was under pressure as GE liquidated their shares to raise much needed cash. PRA Health Sciences, Inc. saw weaker than expected organic growth in the first half of the year but has since seen a recovery in the demand for outsourced clinical research from pharmaceutical and biotech companies. Pioneer Natural Resources Company, an oil and gas exploration and production company, was weak along with virtually all energy companies. We remain confident in all three of these companies and have maintained their positions in the Fund.

 

As we look forward, valuations are relatively high after strong market performance during 2019. We do anticipate that the markets are likely to see greater volatility in 2020 than in 2019. Obviously, the upcoming U.S. presidential and U.S. Congressional elections could have a significant impact on the U.S. financial market and there are still international trade issues to be resolved, ranging from phase two of a trade deal with China to potential escalation of trade disputes with Europe. We remain confident that the U.S. economy can continue to grow at a reasonable pace this year and perhaps for the next several years. If that is correct, corporate earnings should be able to continue to grow and we believe that it offers an opportunity for moderate additional growth during 2020 although we would be surprised to see returns as strong as 2019. We think the Fund is positioned well to participate in positive markets and we believe that the focus on quality should serve the Fund well during any future periods of heightened volatility.

 

2

 

 

All of us would be happy to answer any questions that you might have about the Fund. We invite you to call any of us at 1-800-421-0131. We wish you a happy, healthy and prosperous new year.

 

Warmest regards,

 

Rosellen C. Papp, CFA

Harry Papp, CFA

Co-Portfolio Manager

President

December 31, 2019

December 31, 2019

 

Brian Riordan, CFA

Greg Smith, CFA

Co-Portfolio Manager

Assistant Portfolio Manager

December 31, 2019

December 31, 2019

 

Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance current through the most recent month end is available by calling 1-877-370-7277.

 

An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please call 1-877-370-7277 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.

 

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed.

 

3

 

 

PAPP SMALL & MID-CAP GROWTH FUND
PERFORMANCE INFORMATION
November 30, 2019 (Unaudited)

 

 

Comparison of the Change in Value of a $10,000 Investment
in the Papp Small & Mid-Cap Growth Fund versus the
S&P MidCap 400 Growth Index
®* and the Russell MidCap Growth Index®

 

 

Average Annual Total Returns
(for periods ended November 30, 2019)

 

One
Year

Five
Years

Since
Inception
(b)

 

Papp Small & Mid-Cap Growth Fund(a)

17.61%

11.04%

12.09%

 

S&P MidCap 400 Growth Index®*

9.31%

9.23%

12.50%

 

Russell MidCap Growth Index®

21.75%

11.28%

13.96%

 

 

(a)

The total returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

(b)

Commencement of operations was March 8, 2010.

*

Effective November 27, 2019, the S&P MidCap 400 Growth Index® became the Fund’s primary benchmark instead of the Russell MidCap Growth Index®.

 

4

 

 

PAPP SMALL & MID-CAP GROWTH FUND
PORTFOLIO INFORMATION
November 30, 2019 (Unaudited)

 

 

Sector Diversification (% of Net Assets)

 

 

Top 10 Equity Holdings

 

 

Security Description

% of
Net Assets

ANSYS, Inc.

5.2%

AMETEK, Inc.

5.1%

Mettler-Toledo International, Inc.

5.0%

Ecolab, Inc.

4.8%

IDEX Corporation

4.6%

Expeditors International of Washington, Inc.

4.4%

Pegasystems, Inc.

4.3%

CoStar Group, Inc.

4.1%

O’Reilly Automotive, Inc.

4.0%

McCormick & Company, Inc.

3.8%

 

5

 

 

PAPP SMALL & MID-CAP GROWTH FUND
SCHEDULE OF INVESTMENTS
November 30, 2019

COMMON STOCKS — 94.3%

 

Shares

   

Value

 

Consumer Discretionary — 5.5%

               

Hotels, Restaurants & Leisure — 1.5%

               

Cheesecake Factory, Inc. (The)

    13,500     $ 588,735  
                 

Specialty Retail — 4.0%

               

O’Reilly Automotive, Inc. (a)

    3,500       1,547,980  
                 

Consumer Staples — 8.2%

               

Food Products — 3.8%

               

McCormick & Company, Inc.

    8,700       1,472,475  
                 

Household Products — 4.4%

               

Church & Dwight Company, Inc.

    17,000       1,194,080  

Clorox Company (The)

    3,500       518,805  
              1,712,885  

Energy — 2.0%

               

Oil, Gas & Consumable Fuels — 2.0%

               

Pioneer Natural Resources Company

    5,950       760,648  
                 

Financials — 9.2%

               

Capital Markets — 9.2%

               

FactSet Research Systems, Inc.

    5,100       1,324,215  

SEI Investments Company

    13,400       864,702  

T. Rowe Price Group, Inc.

    11,200       1,383,872  
              3,572,789  

Health Care — 16.5%

               

Health Care Equipment & Supplies — 7.8%

               

ResMed, Inc.

    5,300       792,880  

Teleflex, Inc.

    3,600       1,272,024  

Varian Medical Systems, Inc. (a)

    7,300       976,229  
              3,041,133  

Life Sciences Tools & Services — 8.7%

               

Mettler-Toledo International, Inc. (a)

    2,700       1,942,407  

PRA Health Sciences, Inc. (a)

    13,200       1,436,292  
              3,378,699  

 

6

 

 

PAPP SMALL & MID-CAP GROWTH FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 94.3% (Continued)

 

Shares

   

Value

 

Industrials — 20.2%

               

Air Freight & Logistics — 4.4%

               

Expeditors International of Washington, Inc.

    23,000     $ 1,719,480  
                 

Electrical Equipment — 5.1%

               

AMETEK, Inc.

    20,100       1,990,101  
                 

Machinery — 10.7%

               

IDEX Corporation

    11,000       1,790,140  

RBC Bearings, Inc. (a)

    8,350       1,385,098  

Westinghouse Air Brake Technologies Corporation

    12,200       958,554  
              4,133,792  

Information Technology — 25.9%

               

Electronic Equipment, Instruments & Components — 2.6%

               

Trimble, Inc. (a)

    25,500       1,033,515  
                 

IT Services — 5.8%

               

CoStar Group, Inc. (a)

    2,625       1,608,758  

Fidelity National Information Services, Inc.

    4,600       635,490  
              2,244,248  

Semiconductors & Semiconductor Equipment — 7.0%

               

Analog Devices, Inc.

    11,200       1,265,040  

NXP Semiconductors N.V.

    6,000       693,480  

Silicon Laboratories, Inc. (a)

    7,100       752,103  
              2,710,623  

Software — 10.5%

               

ANSYS, Inc. (a)

    7,950       2,024,785  

Bottomline Technologies (de), Inc. (a)

    7,800       386,022  

Pegasystems, Inc.

    21,400       1,661,068  
              4,071,875  

Materials — 6.8%

               

Chemicals — 6.8%

               

Ecolab, Inc.

    10,000       1,866,700  

Scotts Miracle-Gro Company (The)

    7,600     768,208  
              2,634,908  
                 

Total Common Stocks (Cost $16,754,089)

          $ 36,613,886  

 

7

 

 

PAPP SMALL & MID-CAP GROWTH FUND
SCHEDULE OF INVESTMENTS (Continued)

EXCHANGE-TRADED FUNDS — 3.2%

 

Shares

   

Value

 

Health Care — 3.2%

               

Biotechnology — 3.2%

               

SPDR® S&P® Biotech ETF (Cost $827,662)

    13,300     $ 1,245,545  

 

 

MONEY MARKET FUNDS — 2.5%

 

Shares

   

Value

 

Fidelity Institutional Money Market Government Portfolio - Class I, 1.53% (b) (Cost $977,753)

    977,753     $ 977,753  
                 

Total Investments at Value — 100.0% (Cost $18,559,504)

          $ 38,837,184  
                 

Other Assets in Excess of Liabilities — 0.0% (c)

            2,641  
                 

Net Assets — 100.0%

          $ 38,839,825  

 

(a)

Non-income producing security.

(b)

The rate shown is the 7-day effective yield as of November 30, 2019.

(c)

Percentage rounds to less than 0.1%.

See accompanying notes to financial statements.

 

8

 

 

PAPP SMALL & MID-CAP GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2019

ASSETS

       

Investments in securities:

       

At cost

  $ 18,559,504  

At value (Note 2)

  $ 38,837,184  

Dividends receivable

    27,667  

Other assets

    10,239  

TOTAL ASSETS

    38,875,090  
         

LIABILITIES

       

Payable to Adviser (Note 4)

    21,915  

Payable to administrator (Note 4)

    7,160  

Other accrued expenses

    6,190  

TOTAL LIABILITIES

    35,265  
         

NET ASSETS

  $ 38,839,825  
         

NET ASSETS CONSIST OF:

       

Paid-in capital

  $ 17,556,031  

Accumulated earnings

    21,283,794  

NET ASSETS

  $ 38,839,825  
         

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    1,514,449  
         

Net asset value, offering price and redemption price per share (Note 2)

  $ 25.65  

 

See accompanying notes to financial statements.

 

9

 

 

PAPP SMALL & MID-CAP GROWTH FUND
STATEMENT OF OPERATIONS
For the Year Ended November 30, 2019

INVESTMENT INCOME

       

Dividend income (Net of foreign tax of $1,013)

  $ 275,301  
         

EXPENSES

       

Investment advisory fees

    352,536  

Legal fees

    56,300  

Administration fees (Note 4)

    35,257  

Fund accounting fees (Note 4)

    33,527  

Registration and filing fees

    33,433  

Audit and tax services fees

    15,200  

Transfer agent fees (Note 4)

    15,000  

Custody and bank service fees

    10,480  

Insurance expense

    10,206  

Trustees’ fees (Note 4)

    6,800  

Postage and supplies

    4,942  

Printing of shareholder reports

    4,586  

Other fees

    7,632  

TOTAL EXPENSES

    585,899  

Less fee reductions by the Adviser (Note 4)

    (145,230 )

NET EXPENSES

    440,669  
         

NET INVESTMENT LOSS

    (165,368 )
         

REALIZED AND UNREALIZED GAINS ON INVESTMENTS

       

Net realized gains on investment transactions

    1,173,445  

Net change in unrealized appreciation (depreciation) on investments

    4,806,695  

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS

    5,980,140  
         

NET INCREASE IN NET ASSETS FROM OPERATIONS

  $ 5,814,772  

 

See accompanying notes to financial statements.

 

10

 

 

PAPP SMALL & MID-CAP GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year
Ended
November 30,
2019

   

Year
Ended
November 30,
2018

 

FROM OPERATIONS

               

Net investment loss

  $ (165,368 )   $ (148,419 )

Net realized gains from investment transactions

    1,173,445       860,985  

Net change in unrealized appreciation (depreciation) on investments

    4,806,695       1,916,393  

Net increase in net assets from operations

    5,814,772       2,628,959  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

    (861,010 )     (2,380,121 )

 

               

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    1,441,196       1,065,518  

Net asset value of shares issued in reinvestment of distributions to shareholders

    795,660       2,149,398  

Payments for shares redeemed

    (1,286,218 )     (1,410,977 )

Net increase in net assets from capital share transactions

    950,638       1,803,939  
                 

TOTAL INCREASE IN NET ASSETS

    5,904,400       2,052,777  
                 

NET ASSETS

               

Beginning of year

    32,935,425       30,882,648  

End of year

  $ 38,839,825     $ 32,935,425  
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

    63,795       48,029  

Shares reinvested

    40,699       103,436  

Shares redeemed

    (55,994 )     (65,871 )

Net increase in shares outstanding

    48,500       85,594  

Shares outstanding at beginning of year

    1,465,949       1,380,355  

Shares outstanding at end of year

    1,514,449       1,465,949  

 

See accompanying notes to financial statements.

 

11

 

 

PAPP SMALL & MID-CAP GROWTH FUND
FINANCIAL HIGHLIGHTS

Per Share Data for a Share Outstanding Throughout Each Year:

 

 

Year
Ended
Nov. 30,
2019

   

Year
Ended
Nov. 30,
2018

   

Year
Ended
Nov. 30,
2017

   

Year
Ended
Nov. 30,
2016

   

Year
Ended
Nov. 30,
2015

 

Net asset value at beginning of year

  $ 22.47     $ 22.37     $ 17.73     $ 18.14     $ 17.92  
                                         

Income (loss) from investment operations:

                                       

Net investment loss

    (0.11 )     (0.10 )     (0.09 )     (0.04 )     (0.05 )

Net realized and unrealized gains on investments

    3.88       1.93       4.73       0.05       0.82  

Total from investment operations

    3.77       1.83       4.64       0.01       0.77  
                                         

Less distributions:

                                       

From net realized gains from investment transactions

    (0.59 )     (1.73 )           (0.42 )     (0.55 )
                                         

Net asset value at end of year

  $ 25.65     $ 22.47     $ 22.37     $ 17.73     $ 18.14  
                                         

Total return (a)

    17.61 %     8.81 %     26.17 %     0.14 %     4.41 %
                                         

Net assets at end of year (000’s)

  $ 38,840     $ 32,935     $ 30,883     $ 25,067     $ 26,648  
                                         

Ratios/supplementary data:

                                       

Ratio of total expenses to average net assets (b)

    1.66 %     1.61 %     1.73 %     1.73 %     1.70 %
                                         

Ratio of net expenses to average net assets (b)(c)

    1.25 %     1.25 %     1.25 %     1.25 %     1.25 %
                                         

Ratio of net investment loss to average net assets (c)(d)

    (0.47 %)     (0.46 %)     (0.47 %)     (0.19 %)     (0.29 %)
                                         

Portfolio turnover rate

    8 %     5 %     19 %     14 %     18 %

 

(a)

Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. Had the Adviser not reduced its fees, total returns would have been lower.

(b)

The ratios of expenses to average net assets do not reflect the Fund’s proportionate share of expenses of the underlying investment companies in which the Fund invests.

(c)

Ratio was determined after advisory fee reductions (Note 4).

(d)

Recognition of net investment loss by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

See accompanying notes to financial statements.

 

12

 

 

PAPP SMALL & MID-CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 2019

 

 

1. Organization

 

Papp Small & Mid-Cap Growth Fund (the “Fund”) is a diversified series of Papp Investment Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated November 12, 2009.

 

The investment objective of the Fund is long-term capital growth.

 

2. Significant Accounting Policies

 

The Fund follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.” The following is a summary of the Fund’s significant accounting policies used in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Securities valuation – The Fund’s portfolio securities are valued at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities, including common stocks and exchange-traded funds (“ETFs”), listed on the NYSE or other exchanges are valued on the basis of their last sale price on the exchanges on which they are primarily traded. If there are no sales on that day, the securities are valued at the closing bid price on the NYSE or other primary exchange for that day. NASDAQ listed securities are valued at the NASDAQ Official Closing Price. If there are no sales on that day, the securities are valued at the last bid price as reported by NASDAQ. Securities traded in the over-the-counter market are valued at the last reported sale price, if available, otherwise at the most recently quoted bid price. To the extent the Fund is invested in money market funds and other open-end investment companies, except for ETFs, that are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund’s net asset value per share (“NAV”) is calculated based upon the NAVs reported by such registered open-end companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, securities and other assets are valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees and will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Factors for determining when portfolio investments are subject to fair value determination include, but are not limited to, the following: the spread between bid and asked prices is substantial; infrequency of sales; thinness of market;

 

13

 

 

PAPP SMALL & MID-CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

the size of reported trades; a temporary lapse in the provision of prices by any reliable pricing source; and actions of the securities or future markets, such as the suspension or limitation of trading.

 

GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements.

 

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. 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.

 

The following is a summary of the inputs used to value the Fund’s investments as of November 30, 2019:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 36,613,886     $     $     $ 36,613,886  

Exchange-Traded Funds

    1,245,545                   1,245,545  

Money Market Funds

    977,753                   977,753  

Total

  $ 38,837,184     $     $     $ 38,837,184  
 

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by industry type. The Fund did not hold derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended November 30, 2019.

 

Share valuation – The NAV of the Fund is calculated daily by dividing the total value of the Fund’s assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV.

 

14

 

 

PAPP SMALL & MID-CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. Withholding taxes on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.

 

Distributions to shareholders – Distributions arising from net investment income and net realized capital gains, if any, are paid to shareholders at least once each year. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. For the years ended November 30, 2019 and 2018, the tax character of all distributions paid to shareholders was long-term capital gains. On December 30, 2019, a long-term capital gain distribution of $0.7593 per share was paid to shareholders of record on December 27, 2019.

 

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

Federal income tax – The Fund has qualified and intends to continue to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). By so qualifying, the Fund will not be subject to federal income taxes to the extent that it distributes its net investment income and any net realized capital gains in accordance with the Code.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended November 30) plus undistributed amounts from prior years.

 

15

 

 

PAPP SMALL & MID-CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

The following information is computed on a tax basis for each item as of November 30, 2019:

 

Tax cost of portfolio investments

  $ 18,559,507  

Gross unrealized appreciation

  $ 20,500,121  

Gross unrealized depreciation

    (222,444 )

Net unrealized appreciation

    20,277,677  

Undistributed long-term capital gains

    1,169,546  

Accumulated capital and other losses

    (163,429 )

Accumulated earnings

  $ 21,283,794  
 

 

The difference between the federal income tax cost of portfolio investments and the financial statement cost of portfolio investments is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales.

 

Qualified late year ordinary losses incurred after December 31, 2018 and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year. For the year ended November 30, 2019, the Fund deferred $163,429 of late year ordinary losses to December 1, 2019 for federal income tax purposes.

 

For the year ended November 30, 2019, the Fund reclassified $138,649 of accumulated earnings against paid-in capital on the Statement of Assets and Liabilities. Such reclassification, the result of permanent differences between the financial statement and income tax reporting requirements, had no effect on the Fund’s net assets or NAV per share.

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions taken on federal income tax returns for all open tax years (generally, three years) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements and does not expect this to change over the next twelve months. The Fund identifies its major tax jurisdiction as U.S. Federal.

 

3. Investment Transactions

 

During the year ended November 30, 2019, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $2,783,826 and $3,284,411, respectively.

 

16

 

 

PAPP SMALL & MID-CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

4. Transactions with Related Parties

 

Certain Trustees and officers of the Trust are directors and officers of L. Roy Papp & Associates, LLP (the “Adviser”) or of Ultimus Fund Solutions, LLC (“Ultimus”), the Fund’s administrator, transfer agent and fund accounting agent, and Ultimus Fund Distributors, LLC (the “Distributor”), the Fund’s principal underwriter. These Trustees and officers are not compensated by the Fund for their services as Trustees and officers of the Trust.

 

INVESTMENT ADVISORY AGREEMENT

The Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. For its services, the Fund pays the Adviser an advisory fee, computed daily and paid monthly, at the annual rate of 1.00% of its average daily net assets.

 

The Adviser has contractually agreed to reduce its advisory fees and to reimburse the Fund’s operating expenses to the extent necessary so that the Fund’s annual ordinary operating expenses (excluding brokerage costs, taxes, interest, acquired fund fees and expenses and extraordinary expenses, if any) do not exceed an amount equal to 1.25% of its average daily net assets. This Expense Limitation Agreement (“ELA”) remains in effect until at least April 1, 2020. Accordingly, the Adviser reduced its advisory fees by $145,230 during the year ended November 30, 2019.

 

The ELA permits the Adviser to recover fee reductions and expense reimbursements made on behalf of the Fund, but only for a period of three years after such reductions or reimbursements were incurred and only if such recovery will not cause the Fund’s expense ratio to exceed the annual rate of 1.25%. As of November 30, 2019, the Adviser may in the future recover fee reductions and expense reimbursements totaling $396,364. The Adviser may recover a portion of this amount no later than the dates as stated below:

 

November 30, 2020

  $ 134,731  

November 30, 2021

    116,403  

November 30, 2022

    145,230  
    $ 396,364  

 

OTHER SERVICE PROVIDERS

Ultimus provides administration, fund accounting and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including but not limited to, postage, supplies and certain costs related to the pricing of the Fund’s portfolio securities. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.

 

17

 

 

PAPP SMALL & MID-CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

PLAN OF DISTRIBUTION

The Trust has adopted a plan of distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may incur certain expenses related to the distribution of its shares. The annual limitation of payment of expenses pursuant to the Plan is 0.25% of the Fund’s average daily net assets. The Board of Trustees has not authorized the payment of any fees pursuant to the Plan until at least April 1, 2020.

 

TRUSTEE COMPENSATION

Each Trustee who is not an interested person of the Trust (“Independent Trustee”) receives from the Fund a fee of $500 for each Board meeting attended, except that the Chair of the Committee of Independent Trustees receives a fee of $700 for each Board meeting attended.

 

PRINCIPAL HOLDER OF FUND SHARES

As of November 30, 2019, the following shareholder owned of record 25% or more of the outstanding shares of the Fund:

 

NAME OF RECORD OWNER

% Ownership

Charles Schwab & Company, Inc. (for the benefit of its customers)

59%

 

A beneficial owner of 25% or more of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting.

 

5. Sector Risk

 

If a Fund has significant investments in the securities of issuers in industries within a particular business sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s NAV per share. From time to time, circumstances may affect a particular sector and the companies within such sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of a Fund’s portfolio would be adversely affected. As of November 30, 2019, the Fund had 25.9% of the value of its net assets invested in common stocks within the Information Technology sector.

 

18

 

 

PAPP SMALL & MID-CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

6. Contingencies and Commitments

 

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

 

7. Subsequent Events

 

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is 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 evaluated subsequent events through the issuance of these financial statements and has noted no such events other than the long-term capital gain distribution paid on December 30, 2019 as noted in Note 2.

 

19

 

 

PAPP SMALL & MID-CAP GROWTH FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of Papp Investment Trust
and the Shareholders of Papp Small & Mid-Cap Growth Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Papp Small & Mid-Cap Growth Fund, a series of shares of beneficial interest in Papp Investment Trust (the “Fund”), including the schedule of investments, as of November 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

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

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

20

 

 

PAPP SMALL & MID-CAP GROWTH FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Continued)

 

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2019 by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the Papp Investment Trust since 2010.

 

Philadelphia, Pennsylvania
January 27, 2020

 

21

 

 

PAPP SMALL & MID-CAP GROWTH FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 

We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you incur ongoing costs, including management fees and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (June 1, 2019) and held until the end of the period (November 30, 2019).

 

The table below illustrates the Fund’s ongoing costs in two ways:

 

Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the third column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

 

To do so, 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 given for the Fund under the heading “Expenses Paid During Period.”

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

 

Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a “sales load.”

 

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

 

22

 

 

PAPP SMALL & MID-CAP GROWTH FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 

 

More information about the Fund’s expenses, including historical annual expense ratios, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.

 

 

Beginning
Account Value
June 1, 2019

Ending
Account Value
November 30, 2019

Expenses
Paid During
Period
*

Based on Actual Fund Return

$1,000.00

$1,120.10

$6.64

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$1,018.80

$6.33

 

*

Expenses are equal to the Fund’s annualized net expense ratio of 1.25% for the period, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

 

23

 

 

PAPP SMALL & MID-CAP GROWTH FUND
OTHER INFORMATION (Unaudited)

 

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-877-370-7277, or on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-877-370-7277, or on the SEC’s website at www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q or as an exhibit to its reports on Form N-Q’s successor form, Form N-PORT. These filings are available upon request by calling 1-877-370-7277. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov.

 

FEDERAL TAX INFORMATION (Unaudited)

 

 

For the fiscal year ended November 30, 2019, the Fund designated $861,010 as long-term capital gain distributions.

 

24

 

 

PAPP SMALL & MID-CAP GROWTH FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited)

 

 

The Board of Trustees has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations. The officers have been elected for an annual term. The following are the Trustees and executive officers of the Trust:

 

Name, Address and
Year of Birth

Position(s) Held
with Trust and
Length of Time
Served

Principal Occupation(s) During
Past 5 Years and Directorships of
Public Companies

Number of
Funds in Trust
Overseen by
Trustee

Interested Trustees:

*Harry A. Papp
Born: 1954
2201 E. Camelback Road Suite 227B
Phoenix, AZ 85016

President and Trustee since December 2011

Managing Partner of L. Roy Papp & Associates, LLP

1

*Rosellen C. Papp
Born: 1954
2201 E. Camelback Road Suite 227B
Phoenix, AZ 85016

Trustee since February 2010

Partner and Research Director of L. Roy Papp & Associates, LLP

1

Independent Trustees:

Jean C. Bingham
Born: 1951
2201 E. Camelback Road Suite 227B
Phoenix, AZ 85016

Trustee since October 2016

Retired; Vice President, GreenPoint Financial (a holding company providing banking and mortgage services) from 1993-2004; President, GreenPoint Credit (a wholly owned subsidiary of GreenPoint Financial) from 2003-2004

1

Cynthia P. Hubiak
Born: 1959
2201 E. Camelback Road Suite 227B
Phoenix, AZ 85016

Trustee since February 2010

President and Chief Executive Officer, Arizona Society of CPAs

1

Carolyn P. O’Malley
Born: 1947
2201 E. Camelback Road Suite 227B
Phoenix, AZ 85016

Trustee since February 2010

Retired; Executive Director, Dorrance Family Foundation (a private foundation providing educational, conservation and other grants) from 2001-2009

1

 

*

Harry A. Papp and Rosellen C. Papp, as partners of the Adviser, are considered “interested persons” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act. Harry A. Papp and Rosellen C. Papp are married.

 

25

 

 

PAPP SMALL & MID-CAP GROWTH FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

 

Name, Address and
Year of Birth

Position(s) Held
with Trust and
Length of Time
Served

Principal Occupation(s) During Past 5 Years

Executive Officers:

Brian M. Riordan, CFA
Born: 1973
2201 E. Camelback Road
Suite 227B
Phoenix, AZ 85016

Vice President since February 2012

Partner and Research Analyst of L. Roy Papp & Associates, LLP

Gregory Smith, CFA
Born: 1973
2201 E. Camelback Road
Suite 227B
Phoenix, AZ 85016

Vice President
since January
2018

Partner and Research Analyst of L. Roy Papp & Associates, LLP

Robert G. Dorsey
Born: 1957
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246

Vice President since November 2009

Vice Chairman (February 2019 to present), Managing Director (1999 to January 2019), Co-CEO (April 2018 to January 2019), and President (1999 to April 2018) of Ultimus Fund Solutions, LLC and its subsidiaries (except as otherwise noted for FINRA-regulated broker dealer entities)

Theresa M. Bridge
Born: 1969
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246

Treasurer since January 2013

Vice President, Director of Financial Administration of Ultimus Fund Solutions, LLC

Benjamin V. Mollozzi
Born: 1984
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246

Secretary since January 2019

Attorney of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC

Julie A. Hein
Born: 1962
2201 E. Camelback Road
Suite 227B
Phoenix, AZ 85016

Chief Compliance Officer since February 2010

Partner and Chief Compliance Officer of L. Roy Papp & Associates, LLP

 

Additional information about members of the Board and executive officers is available in the Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-877-370-7277.

 

26

 

 

 

Item 2.Code of Ethics.

 

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 13(a)(1), a copy of registrant’s code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

 

Item 3.Audit Committee Financial Expert.

 

The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The name of the audit committee financial expert is Cynthia P. Hubiak. Ms. Hubiak is “independent” for purposes of this Item.

 

Item 4.Principal Accountant Fees and Services.

 

(a)Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $12,500 and $12,500 with respect to the registrant’s fiscal years ended November 30, 2019 and 2018, respectively.

 

(b)Audit-Related Fees. No fees were billed in the last fiscal year for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item.

 

(c)Tax Fees. The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $2,700 and $2,700 with respect to the registrant’s fiscal years ended November 30, 2019 and 2018, respectively. The services comprising these fees are the preparation of the registrant’s federal income and excise tax returns.

 

(d)All Other Fees. No fees were billed in either of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.

 

(e)(1)The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

 

(e)(2)None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

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

 

 

 

(g)During the fiscal years ended November 30, 2019 and 2018, aggregate non-audit fees of $2,700 and $2,700, respectively, were billed by the registrant’s principal accountant for services rendered to the registrant. No non-audit fees were billed in the last fiscal year by the registrant’s principal accountant for services rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

 

(h)The principal accountant has not provided any non-audit services to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

 

Item 5.Audit Committee of Listed Registrants.

 

Not applicable

 

Item 6.Schedule of Investments.

 

(a)Not applicable [schedule filed with Item 1]

 

(b)Not applicable

 

Item 7.Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable

 

Item 8.Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable

 

Item 9.Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable

 

Item 10.Submission of Matters to a Vote of Security Holders.

 

The registrant’s Committee of Independent Trustees shall review shareholder recommendations to fill vacancies on the registrant’s board of trustees if such recommendations are submitted in writing, addressed to the Committee at the registrant’s offices and meet any minimum qualifications adopted by the Committee. The Committee may adopt, by resolution, a policy regarding its procedures for considering candidates for the board of trustees, including any recommended by shareholders.

 

Item 11.Controls and Procedures.

 

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.

 

 

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12.Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable

 

Item 13.Exhibits.

 

File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

 

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto

 

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto

 

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable

 

(a)(4) Change in the registrant’s independent public accountants: Not applicable

 

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto

 

Exhibit 99.CODE ETH Code of Ethics
   
Exhibit 99.CERT Certifications required by Rule 30a-2(a) under the Act
   
Exhibit 99.906CERT Certifications required by Rule 30a-2(b) under the Act

 

 

 

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) Papp Investment Trust    
       
By (Signature and Title)* /s/ Harry A. Papp  
    Harry A. Papp, President  
       
Date January 31, 2020    
       
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/ Harry A. Papp  
    Harry A. Papp, President  
       
Date January 31, 2020    
       
By (Signature and Title)* /s/ Theresa M. Bridge  
    Theresa M. Bridge, Treasurer and Principal Financial Officer  
       
Date January 31, 2020    

 

*Print the name and title of each signing officer under his or her signature.