As filed with the Securities and Exchange Commission on August 15, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ]       Preliminary Proxy Statement

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[ ]       Soliciting Material under Rule 14a-12

PAPP INVESTMENT TRUST

________________________________________

(Name of Registrant as Specified In Its Charter)

c/o ULTIMUS FUND SOLUTIONS, LLC

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

________________________________________

(Address of principal executive offices)

Not Applicable

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Proxy Statement

August 15, 2022

Important Voting Information Inside

Papp Investment Trust

Papp Small & Mid-Cap Growth Fund

Please vote immediately!

You can vote through the internet or by mail.

Details on voting can be found on your proxy card.

Papp Investment Trust

2201 E. Camelback Road, Suite 227B

Phoenix, Arizona 85016

SPECIAL MEETING OF SHAREHOLDERS

Papp Small & Mid-Cap Growth Fund

Important Voting Information Inside

TABLE OF CONTENTS

PAPP INVESTMENT TRUST

August 15, 2022

Dear Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders (the “Meeting”) of Papp Investment Trust (the “Trust”), to be held at 9:00 a.m., Mountain Time, on September 27, 2022 at the offices of the Trust’s investment adviser, L. Roy Papp & Associates, LLP (the “Adviser”), 2201 E. Camelback Road, Suite 227B, Phoenix, Arizona 85016, to vote on the proposals listed below. Formal notice of the Meeting appears after this letter, followed by the Proxy Statement. Please review the Proxy Statement and vote your shares at your earliest convenience by completing and returning the enclosed proxy in the envelope provided or voting through the internet.

PROPOSAL 1.             To elect or re-elect six individuals to serve on the Board of Trustees (the “Board”) of the Trust.

PROPOSAL 2.             To transact any other business, not currently contemplated, that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes.

We are having this meeting to comply with requirements under the Investment Company Act of 1940 (the “1940 Act”), as amended, that require a majority of a fund’s board members to be elected by the shareholders of the fund. The Board is currently made up of three independent trustees, Jean C. Bingham, Cynthia P. Hubiak, and Carolyn P. O’Malley (the “Independent Trustees”), and two non-independent Trustees, Rosellen C. Papp and Harry A. Papp (the “Interested Trustees”) (together, with the Independent Trustees, the “Current Trustees”). With the exception of Ms. Bingham, all of the Current Trustees have previously been elected by the shareholders of the Trust.

The Board wishes to propose that the Trust add Jennifer S. E. Carlino as an additional independent trustee at this time (the “New Trustee”). Ms. Carlino is an experienced securities and investment transactional attorney, currently working for the Public Safety Personnel Retirement System Trust which operates and invests a $16 billon retirement trust whose beneficiaries are fire fighters, police officers, corrections officials, judges and elected officials in the state of Arizona. The Current Trustees considered three potential candidates as the new trustee and selected Ms. Carlino after extensive discussions.

Jean Bingham was appointed as a Trustee of the Trust in 2016 by the remaining Current Trustees, and she has extensive experience in operating and leading banks and other financial institutions over a long time span. The Board wishes to recommend her for election by the shareholders of the Trust.

The Board is confident that each of the Current Trustees are experienced, knowledgeable and well-educated individuals capable of performing their duties as trustees. The Board believes that each of Ms. Bingham and Ms. Carlino also has the necessary education, training, skills and capacity to perform the duties of a trustee of the Trust. The Board therefore recommends that you vote FOR Proposal 1.

Your vote is important regardless of the number of shares you own. In order to avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement and cast your vote. It is important that your vote be received no later than September 26, 2022.

In addition to voting by mail, you may also vote through the internet by going to the website that appears on the enclosed proxy card and follow the simple instructions using the control number that appears on the proxy card. The use of internet voting will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.

We appreciate your participation and prompt response in this matter and thank you for your continued support. If you have any questions after considering the enclosed materials, please call Okapi Partners LLC, our proxy solicitation firm, toll-free at 855-305-0856.

Sincerely,

/s/ Harry A. Papp

Harry A. Papp

Managing Partner

PAPP INVESTMENT TRUST

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF

PAPP SMALL & MID-CAP GROWTH FUND

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held at 9:00 a.m., Mountain Time, on September 27, 2022. The Proxy Statement is available at www.OkapiVote.com/PAPP or by calling the Trust at 1-877- 370-7277.

To the Shareholders of the Papp Small & Mid-Cap Growth Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of the Papp Small & Mid-Cap Growth Fund (the “Fund”), a series of Papp Investment Trust (the “Trust”), will be held at 9:00 a.m., Mountain Time, on September 27, 2022 at the offices of the Trust’s investment adviser, L. Roy Papp & Associates, LLP, 2201 E. Camelback Road, Suite 227B, Phoenix, Arizona 85016. The purpose of the Meeting is to consider and vote on the following matters:

PROPOSAL 1. To elect or re-elect six individuals to serve on the Board of Trustees (the “Board”) of the Trust.

PROPOSAL 2. To transact any other business, not currently contemplated, that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes.

Shareholders of record as of the close of business on August 1, 2022 (the “Record Date”) will be entitled to notice of and to vote at the Meeting or any adjournment thereof. A Proxy Statement and proxy card solicited by the Trust are included herein.

The Board recommends that the shareholders of the Fund vote FOR Proposal 1.

Your vote is important to us. Thank you for taking the time to consider the proposals.

By order of the Board of Trustees,

/s/ Paul F. Leone

Paul F. Leone

Secretary

Papp Investment Trust

August 15, 2022

5

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE PROPOSALS

While we encourage you to carefully read the entire text of the Proxy Statement, for your convenience we have provided answers to some of the most frequently asked questions and a brief summary of the proposals to be voted on by shareholders.

QUESTIONS AND ANSWERS

Q: What is happening? Why did I get this package of materials?

A: A special meeting of shareholders of the Fund is scheduled to be held at 9:00 a.m., Mountain Time, on September 27, 2022. According to our records, you are a shareholder of record as of the Record Date for this meeting.

Q: Why are shareholders of the Fund being asked to elect Trustees?

A: You are currently being asked to vote on the election of all six individuals listed above (the “Nominees”) to serve on the Trust’s Board. Five of the Nominees currently serve as Trustees and four of the current Trustees have been previously elected as Trustees by the Fund’s shareholders. These include Carolyn P. O’Malley, Cynthia P. Hubiak, Rosellen C. Papp, and Harry A. Papp. Jean C. Bingham was appointed as a Trustee by the Board to fill the vacancy created by the retirement of former Trustee James K. Ballinger.

The Board has appointed Jennifer S. E. Carlino to fill an eventual vacancy on the Board created by the retirement of Ms. O’Malley at the end of 2022; however, Ms. Carlino has not been elected by the Fund’s shareholders. The 1940 Act requires that at least two-thirds of the members of the Board of Trustees be elected by shareholders. The election by shareholders of Ms. Carlino at this Meeting and election or re-election of the remaining Trustees will give the Board additional flexibility in the future to appoint new Trustees or fill vacancies in the Board as they arise without incurring the costs of soliciting shareholder approval. Information regarding the qualifications of each Nominee is set forth in the Proxy Statement below under Proposal.

Q: How does the Board of Trustees recommend that I vote?

A: After careful consideration, the Board unanimously recommends that you vote FOR each of the Nominees. The Board is confident that each of the Nominees is experienced, knowledgeable and well-educated, and capable of performing their duties as trustees. The various factors that the Board considered in making these determinations are described in the Proxy Statement below.

Q: What will happen if there are not enough votes to hold the Meeting?

A: It is important that shareholders vote through the internet or complete and return signed proxy cards promptly, but no later than September 26, 2022 to ensure there is a quorum for the Meeting. You may be contacted by a representative of the Trust or a proxy solicitor if we do not hear from you. If we have not received sufficient votes to have a quorum at the Meeting or have not received enough votes to approve the Proposals, we may adjourn the Meeting to a later date so we can continue to seek more votes.

Q: Whom should I call for additional information about the Proxy Statement?

A: If you have any questions regarding the Proxy Statement or completing and returning your proxy card, please call Okapi Partners LLC, our proxy solicitation firm, toll-free at 855-305-0856.

PAPP INVESTMENT TRUST

SPECIAL MEETING OF SHAREHOLDERS OF

PAPP SMALL & MID-CAP GROWTH FUND

To Be Held on September 27, 2022

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Papp Investment Trust (the “Trust”) for use at the Special Meeting of Shareholders (the “Meeting”) of Papp Small & Mid-Cap Growth Fund (the “Fund”), a series of the Trust, to be held on September 27, 2022 or at any adjournment thereof. The principal address of the Trust is 2201 E. Camelback Road, Suite 227B, Phoenix, Arizona 85016. This Proxy Statement and proxy card were first mailed to shareholders on or about August 22, 2022.

As described in more detail below, at the Meeting shareholders are being asked to elect six individuals to serve on the Trust’s Board of Trustees (Proposal 1).

A proxy, if properly executed, duly returned and not revoked, will be voted in accordance with the specifications therein. A proxy that is properly executed but has no voting instructions with respect to a proposal will be voted for that proposal. A shareholder may revoke a proxy at any time prior to use by filing with the Secretary of the Trust at Papp Investment Trust, c/o Ultimus Fund Solutions, 225 Pictoria Drive, Suite 450, Cincinnati OH 45246 an instrument revoking the proxy, by submitting a proxy bearing a later date, or by attending and voting at the Meeting in person.

The Trust, on behalf of the Fund, has retained Okapi Partners LLC to solicit proxies for the Meeting. Okapi Partners LLC is responsible for printing proxy cards, mailing proxy material to shareholders, soliciting brokers, custodians, nominees and fiduciaries, tabulating the returned proxies and performing other proxy solicitation services. The anticipated cost of these services is approximately $15,350 and will be paid by the Adviser.

In addition to solicitation through the mail, proxies may be solicited by representatives of the Fund without cost to the Fund. Such solicitation may be by telephone, facsimile or otherwise. It is anticipated that banks, broker-dealers, custodians, nominees, fiduciaries and other financial institutions will be requested to forward proxy materials to beneficial owners and to obtain approval for the execution of proxies. Upon request, the Adviser will reimburse such persons or entities for the reasonable expenses incurred by them in connection with forwarding solicitation material to the beneficial owners of shares held of record by such persons.

PROPOSAL 1: TO ELECT SIX INDIVIDUALS TO SERVE ON THE BOARD OF TRUSTEES

The Board is asking shareholders to elect or re-elect five current trustees (the “Current Trustees”) and one new trustee (the “New Trustee,” and together with the Current Trustees, the “Nominees”) to the Board of the Trust. The Current Trustees are Jean C. Bingham, Cynthia P. Hubiak, Carolyn P. O’Malley, Harry A. Papp and Rosellen C. Papp. Under the Investment Company Act of 1940, as amended (the “1940 Act”), Mses. Bingham, Hubiak and O’Malley are considered “Independent Trustees,” whereas Mr. Papp and Ms. Papp are considered “Interested Trustees” of the Trust because they are partners and employees of L. Roy Papp & Associates, LLP (the “Adviser”) and are deemed to have a financial interest in the Trust. All of the Current Trustees except for Ms. Bingham have previously been elected by shareholders as Trustees of the Trust.

The New Trustee, Jennifer S. E. Carlino, was recently appointed by the Board as an Independent Trustee of the Trust for the purpose of eventually filling the vacancy created by the retirement of Ms. O’Malley. The provisions of the 1940 Act require that at least two-thirds of the members of the Board be elected by shareholders of the Trust. The election by shareholders of the New Trustee

and election or re-election of the Current Trustees will give the Board additional flexibility in the future to appoint new Trustees or fill vacancies in the Board as they arise without incurring the costs of soliciting shareholder approval.

The term of office of each Nominee will be until he or she resigns, is removed, dies, or becomes incapacitated or otherwise unable to serve. Each Nominee has indicated a willingness to serve as a member of the Board if elected. If any of the Nominees should not be available for election, the persons named as proxies (or their substitutes) may vote for other persons in their discretion. However, management has no reason to believe that any Nominee will be unavailable for election. The Board of Trustees recommends that you vote in favor of the election of each Nominee.

The Board of Trustees Generally

The Board of Trustees oversees the management of the Trust and meets in person at regularly scheduled meetings four times throughout the year to review reports about the Trust’s operations. In addition, the Trustees may meet in person or by telephone at special meetings. The Independent Trustees also meet at least quarterly in executive session without the presence of any representatives of management. The Board of Trustees provides broad supervision over the affairs of the Trust and elects the officers of the Trust to actively supervise the Fund’s day-to-day operations. Subject to the 1940 Act and applicable Ohio law, as well as the Trust’s governing documents, the Trustees may fill vacancies in or increase or decrease the number of Board members, and may elect and remove such officers and appoint and terminate such agents as they consider appropriate. The Trustees may appoint from their own number and establish and terminate one or more committees consisting of two or more Trustees who may exercise the powers and authority of the Board to the extent that the Trustees determine. The Trustees may, in general, delegate such authority as they consider desirable to any officer of the Trust, to any Committee of the Board and to any agent or employee of the Trust.

The Trust Instrument for the Trust protects the Trustees and officers against personal liability for any act, omission or obligation in their capacity as Trustee or officer of the Trust, except that no Trustee or officer shall be indemnified against any liability to the Trust or its shareholders to which such Trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or officer of the Trust.

Information Regarding the Nominees and Officers of the Trust

The Board has concluded, based on each Nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with the other Nominees, that each Nominee is qualified to serve on the Board in light of the Trust’s business and structure. The Board believes that the Current Trustees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, legal counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees support this conclusion. The Board further believes that the New Trustee has the necessary education, training, skills and capacity to perform the duties of a Trustee of the Trust.

In making these determinations, the Board considered a variety of criteria, none of which, in isolation, was controlling. References to the qualifications, attributes and skills of the Nominees are pursuant to requirements of the U.S. Securities and Exchange Commission, do not constitute holding out the Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof. The Trust has not adopted procedures by which shareholders of the Fund may recommend nominees to the Board of Trustees.

Set forth below is a summary of the specific experience, qualifications, attributes and/or skills for each Nominee.

The following is a list of the Nominees, as well as the executive officers of the Trust. The business address of each Nominee and executive officer is 2201 E. Camelback Road, Suite 227B, Phoenix, Arizona 85016, except for Mr. Leone and Ms. Simmons, whose business address is 225 Pictoria Drive, Cincinnati, Ohio 45246. The Nominees who are Interested Persons of the Trust are indicated as such below. No Nominee holds any directorships of any other investment company registered under the 1940 Act or any company whose securities are registered under the Securities Exchange Act of 1934 or who file reports under that Act.

Leadership Structure and Qualifications of Trustees

The Board of Trustees currently consists of five Trustees, three of whom are Independent Trustees. The Board is responsible for the oversight of the Trust, including overseeing the Trust’s relationship with the Adviser and the Trust’s relationship with its other service providers in the operations of the Fund in accordance with the 1940 Act, other applicable federal and state laws, and the Trust’s Declaration of Trust.

The Board met four times during the fiscal year ended November 30, 2021. The Board generally meets in person, but may meet by telephone or video conference facility as permitted by the 1940 Act. In addition, the Trustees may meet in person, by telephone or by video conference at special meetings or on an informal basis at other times. The Independent Trustees also meet at least quarterly without the presence of any representatives of management. The Independent Trustees have engaged independent legal counsel, and may from time to time engage consultants and other advisers to assist them in performing their oversight responsibilities.

The Board of Trustees is led by the Trust’s President, Mr. Harry A. Papp. Mr. Papp is an “interested person” of the Trust because he is a Partner of the Adviser. Mr. Papp, with the assistance of the Trust’s other officers, oversees the daily operations of the Fund, including monitoring the activities of all of the Fund’s service providers.

The Board of Trustees has not appointed a lead Independent Trustee. It was determined by the Board that due to its size, the size of the fund complex and the relatively straightforward investment strategies utilized by the Fund, it is not necessary to appoint a lead Independent Trustee. The Independent Trustees believe that they have consistently worked well together and have demonstrated an ability to provide appropriate oversight to the operations of the Fund.

The Board reviews its structure regularly and believes that its leadership structure, including having a majority of Independent Trustees, is appropriate and in the best interests of the Trust, given its specific characteristics. The Board also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.

Board Committee. The Board has established a Committee of Independent Trustees, the principal functions of which are: (i) to appoint, retain and oversee the Trust’s independent registered public accounting firm; (ii) to meet separately with the independent registered public accounting firm and receive and consider a report concerning its conduct of the audit, including any comments or recommendations it deems appropriate; (iii) to select and nominate all persons to serve as Independent Trustees; and (iv) to act as the Trust’s qualified legal compliance committee (“QLCC”), as defined in the regulations under the Sarbanes-Oxley Act. Jean C. Bingham, Cynthia P. Hubiak and Carolyn P. O’Malley are the members of the Committee of Independent Trustees and Ms. Hubiak serves as the Chair of the Committee. The Committee of Independent Trustees met once during the fiscal year ended November 30, 2021.

Risk Oversight. The operation of a mutual fund, including its investment activities, generally involves a variety of risks. As part of its oversight of the Fund, the Board oversees risk through various regular board and committee activities. The Board, directly or through its Committee of Independent Trustees, reviews reports from, among others, the Adviser, the Trust's Chief Compliance Officer, the Trust's independent registered public accounting firm, liquidity risk program manager, and outside legal counsel, regarding risks faced by the Fund and the risk management programs of the Adviser and certain service providers. The actual day-to-day risk management with respect to the Fund resides with the Adviser and other service providers to the Fund. Although the risk management policies of the Adviser and the service providers are designed to be effective, there is no guarantee that they will anticipate or mitigate all risks. Not all risks that may affect the Fund can be identified, eliminated or mitigated and some risks simply may not be anticipated or may be beyond the control of the Board of Trustees or the Adviser or other service providers. The Independent Trustees meet separately with the Trust’s Chief Compliance Officer each quarter, outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives an annual written report from the Trust’s Chief Compliance

Officer regarding the operation of the compliance policies and procedures of the Trust and its primary service providers.

The Board also receives quarterly reports from the Adviser on the investments and securities trading of the Fund, including its investment performance, as well as reports regarding the valuation of the Fund’s securities. In addition, in its annual review of the Fund’s investment advisory agreement, the Board reviews information provided by the Adviser relating to its operational capabilities, financial condition and resources. The Board also conducts an annual self-evaluation that includes a review of its effectiveness in overseeing, among other things, the number of funds in the Trust and the effectiveness of the Board’s committee structure.

Trustees’ Ownership of Fund Shares. The following table shows each Nominee’s beneficial ownership of shares of the Fund and, on an aggregate basis, of shares of all funds within the complex overseen by the Trustee. Information is provided as of June 30, 2022.

Trustee and Officer Compensation. No director, officer or employee of the Adviser or Ultimus Fund Distributors, LLC, the Fund’s principal underwriter, receives any compensation from the Fund for serving as an officer or Trustee of the Trust. Each Independent Trustee receives from the Fund a per meeting fee of $1,000 for each Board meeting attended, except for the Chair of the Committee of Independent Trustees who receives a fee of $1,400 for each Board meeting attended. Prior to April 13, 2021, each Independent Trustee received from the Fund a per meeting fee of $500 for each Board meeting attended, except for the Chair of the Committee of Independent Trustees who received a fee of $700 for each Board meeting attended. Each Independent Trustee also receives reimbursement of travel and other expenses incurred in attending meetings. The following table shows the compensation paid to each Independent Trustee during the fiscal year ended November 30, 2021:

PROPOSAL 2: TO TRANSACT ANY OTHER BUSINESS, NOT CURRENTLY CONTEMPLATED, THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF IN THE DISCRETION OF THE PROXIES OR THEIR SUBSTITUTES

The proxy holders have no present intention of bringing any other matter before the Meeting other than the matters described herein or matters in connection with or for the purpose of effecting the same. Neither the proxy holders nor the Board of Trustees are aware of any matters which may be presented by others. If any other business shall properly come before the Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.

OUTSTANDING SHARES AND VOTING REQUIREMENTS

Record Date. The Board of Trustees has fixed the close of business on August 1, 2022 (the “Record Date”) as the record date for determining shareholders of the Fund entitled to notice of and to vote at the Meeting or any adjournment thereof. As of the Record Date, there were 1,462,162.599 shares of beneficial interest of the Fund outstanding. All full shares of the Fund are entitled to one vote, with proportionate voting for fractional shares.

5% Shareholders. As of the Record Date, the following shareholders owned of record more than 5% of the outstanding shares of the Fund. No other person owned of record and, according to information available to the Trust, no other person owned beneficially, 5% or more of the outstanding shares of the Fund on the Record Date.

Quorum. A quorum is the number of shares legally required to be at a meeting in order to conduct business. The presence, in person or by proxy, of more than 50% of the outstanding shares of the Fund is necessary to constitute a quorum at the Meeting. Proxies properly executed and marked with a negative vote or an abstention will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. If the Meeting is called to order but a quorum is not present at the Meeting, the persons named as proxies may vote those proxies that have been received to adjourn the Meeting to a later date. If a quorum is present at the Meeting but sufficient votes to approve a proposal described herein are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. The persons named as proxies will vote those proxies received that voted in favor of a proposal in favor of such an adjournment and will vote those proxies received that voted against the proposal against any such adjournment.

Assuming a quorum is present at the Meeting, the vote of a plurality (a simple majority of the votes cast at a meeting) of the Fund’s shares represented at the Meeting is required for the election of Trustees (Proposal 1).

Abstentions and “broker non-voters” are counted for purposes of determining whether a quorum is present but do not represent votes cast with respect to the proposal. “Broker non-votes” are shares held by a broker or nominee for which an executed proxy is received by the Trust, but are not voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power. Notwithstanding the foregoing, “broker non-votes” will be excluded from the denominator of the calculation of the number of votes required to approve any proposal to adjourn the Meeting. Accordingly, abstentions and “broker non-votes” will effectively be a vote against the proposal, for which the required vote is a percentage of the outstanding voting shares and will have no effect on a vote for adjournment.

The Trustees of the Trust intend to vote all of their shares in favor of the proposals described herein. On the Record Date, all Trustees and officers of the Trust as a group owned of record and/or beneficially 10.028% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION ON THE OPERATION OF THE FUND

Investment Adviser

L. Roy Papp & Associates, LLP (the “Adviser”), 2201 E. Camelback Road, Suite 227B, Phoenix, Arizona 85016, serves as the investment adviser to the Fund. The Adviser provides the Fund with a continuous program of investing the Fund’s assets and determining the composition of the Fund’s portfolio. In addition to serving as the investment adviser to the Fund, the Adviser provides investment advisory services to individuals, trusts, retirement plans, endowments, and foundations.

Principal Underwriter

Ultimus Fund Distributors, LLC (the “Underwriter”) serves as the Fund’s principal underwriter and, as such, is the exclusive agent for distribution of the Fund’s shares. The Underwriter is obligated to sell shares of the Fund on a best efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis. The Underwriter is located at 225 Pictoria Drive, Suite 450, Cincinnati Ohio 45246.

Administration and Other Services

Ultimus Fund Solutions, LLC (“Ultimus”) provides administrative services, accounting and pricing services, and transfer agent and shareholder services to the Fund. Ultimus is located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Independent Registered Public Accounting Firm

The Committee of Independent Trustees and the Board of Trustees have selected BBD, LLP, 1835 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, to serve as the Trust’s independent registered public accounting firm for the fiscal year ending November 30, 2022. Representatives of BBD, LLP are not expected to be present at the Meeting although they will have an opportunity to attend and to make a statement, if they desire to do so. If representatives of BBD, LLP are present at the Meeting, they will be available to respond to appropriate questions from shareholders.

Annual and Semiannual Reports

The Fund will furnish, without charge, a copy of its most recent annual report and most recent semi-annual report succeeding such annual report, if any, upon request. To request the annual or semi-annual report, please call us toll free at 1-877-370-7277, or write to Paul F. Leone, Secretary, Papp Investment Trust, P.O. Box 46707, Cincinnati, Ohio 45246-0707.

OTHER MATTERS

Shareholder Proposals

As an Ohio business trust, the Trust does not intend to, and is not required to hold annual meetings of shareholders, except under certain limited circumstances. The Board of Trustees does not believe a formal process for shareholders to send communications to

the Board of Trustees is appropriate due to the infrequency of shareholder communications to the Board of Trustees. The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the U.S. Securities and Exchange Commission, shareholder proposals may, under certain conditions, be included in the Trust's proxy statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust's proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. Annual meetings of shareholders of the Fund are not required as long as there is no particular requirement under the 1940 Act, which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Paul F. Leone, Secretary of the Trust, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Shareholder Communications with Trustees

Shareholders who wish to communicate with the Board or individual Trustees should write to the Board or the particular Trustee in care of the Fund, at the offices of the Trust as set forth below. All communications will be forwarded directly to the Board or the individual Trustee.

Shareholders also have an opportunity to communicate with the Board at shareholder meetings. The Trust does not have a policy requiring Trustees to attend shareholder meetings.

Proxy Delivery

The Trust may only send one proxy statement to shareholders who share the same address unless the Trust has received different instructions from one or more of the shareholders. The Fund will deliver promptly to a shareholder, upon oral or written request, a separate copy of the proxy statement to a shared address to which a single copy of this Proxy was delivered. By calling or writing the Fund, a shareholder may request separate copies of future proxy statements, or if the shareholder is receiving multiple copies of the proxy statement now, may request a single copy in the future. To request a paper or e-mail copy of the proxy statement or annual report at no charge, or to make any of the aforementioned requests, write to Papp Investment Trust, P.O. Box 46707, Cincinnati, Ohio 45246-0707, or call the Trust toll-free at 1-877-370-7277 or e-mail the Trust at fundinfo@ultimus.com.

By Order of the Board of Trustees,

/s/ Paul F. Leone

Paul F. Leone

Secretary

Date: August 22, 2022

Please complete, date and sign the enclosed Proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. You may also vote through the Internet by following the instructions on your proxy card.