L. Roy Papp & Associates, LLP

L. Roy Papp & Associates, LLP Part 2A of Form ADV The Brochure 2201 E. Camelback Road, Suite 227B www.roypapp.com Updated: March 12, 2026 This brochure provides information about the qualifications and business practices of L. Roy Papp & Associates, LLP (“LRP”, “Company”, “Advisor”, or “the Firm”). If you have any questions about the contents of this brochure, please contact us at 602-956-0980. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. LRP is a registered investment advisor. Being a “registered investment adviser” or describing ourselves as being “registered,” does not imply a certain level of skill or training. information about LRP is also available on the SEC’s website at: Additional www.adviserinfo.sec.gov. 1  Material Changes LRP is required to identify and discuss any material changes made to this Brochure since the last annual update (which was filed in January 2025). There have been no material changes since the date of our last Brochure. LRP recommends that you read this Brochure in its entirety. If LRP makes any material changes to this Brochure, this Item will be revised to include a summary of such changes. Table of Contents Advisory Business ............................................................................................................................. 2 Fees and Compensation ..................................................................................................................... 3 Performance Based Fees and Side-by-Side Management ................................................................. 4 Types of Clients ................................................................................................................................. 4 Methods of Analysis, Investment Strategies and Risk of Loss ......................................................... 4 Disciplinary Information ................................................................................................................... 7 Other Financial Industry Activities and Affiliations ......................................................................... 7 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................... 8 Brokerage Practices ........................................................................................................................... 8 Review of Accounts ........................................................................................................................ 12 Client Referrals and Other Compensation ....................................................................................... 12 Custody ............................................................................................................................................ 12 Investment Discretion ...................................................................................................................... 12 Voting Client Securities .................................................................................................................. 13 Financial Information ...................................................................................................................... 13 Advisory Business LRP primarily provides customized investment management services to high-net worth individuals and associated trusts, estates, pension and profit sharing plans, a registered mutual fund, and other legal entities. LRP generally invests client assets in domestic stocks, bonds, exchange traded funds (“ETFs”) and mutual funds. LRP manages portfolios for clients based on the goals and objectives of each individual client. Clients are assigned to a portfolio manager and each portfolio manager considers the client’s investment time horizon, risk tolerance, cash flow needs and other personal preferences when designing an investment portfolio. Portfolio managers design more conservative investment allocations for clients who are more risk adverse or more aggressive investment allocations for clients that desire a more growth-oriented portfolio. Portfolio managers analyze existing holdings and make recommendations for purchases and sales based on market conditions to increase the probability of achieving the client’s goals and objectives while seeking to minimize risks and expenses. Clients may impose restrictions on investing in certain securities or types of securities within their portfolio. For ERISA and IRA accounts: If the Account is part of a pension or other employee benefit plan (a “Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or an Individual Retirement Account (an “IRA”) governed by the Internal Revenue Code, LRP acknowledges that we are a “fiduciary” within the meaning of Section 3(21) of ERISA (but only with respect to the provision of services described in our 2  Advisory Agreement). LRP represents that we are registered as an investment adviser and duly qualified to manage Plan assets under applicable regulations. Pursuant to an investment management contract with Papp Investment Trust (“Trust”), LRP serves as the adviser to the Papp Small & Mid-Cap Growth Fund (“Fund”). As the adviser to the Fund, LRP determines what securities shall be purchased for the Fund, and what securities shall be held or sold by the Fund. LRP provides investment advice and recommendations consistent with the investment policies, objectives and restrictions of the Fund. Consistent with its fiduciary duties, from time to time LRP may recommend that its clients buy or sell shares in the Fund. Clients are not charged any investment management fees on assets in the Fund. LRP waives any investment management fees relative to the Fund at the separate account level. However, clients are responsible for paying the advisory fees and other expenses charged by the Fund. LRP does not participate in wrap fee programs. LRP was founded in 1978 and is primarily owned by Harry Papp, Rosellen Papp and Victoria Cavallero. As of December 31, 2025, LRP managed $1,357,971,475 on a discretionary and $263,833,086 on a nondiscretionary basis. Fees and Compensation LRP charges most of its clients an annual investment management fee based on the following schedule: Assets under management First $3 Million Amounts in excess of $3 Million & up to $8 Million Amounts in excess of $8 Million Annual Fee 1.00% 0.75% 0.50% LRP may waive or negotiate lower fees for employees, employees’ family members and certain clients. LRP charges fees quarterly in arrears based on the account value at the end of the prior quarter. Most clients authorize LRP to deduct fees automatically from their brokerage accounts, but clients may request that LRP send quarterly invoices to be paid by check. If a client terminates the investment management agreement with LRP in the middle of a billing period, LRP will invoice the client for an amount that is pro-rated based on the number of days that the account was managed. Separately Managed Accounts LRP has entered into an agreement with Charles Schwab & Co. to participate in Schwab’s managed Account Marketplace (“Marketplace”). Marketplace is designed to help other advisors and their clients find an independent investment advisor. Through Marketplace, clients who use Schwab as their custodian can select LRP to manage their account. 3  Fees are payable at the end of each quarter and will be deducted from the client’s account. The fee will be calculated as a percentage of the market value of all assets in client's account on the last trading day of each calendar quarter. In any partial calendar quarter, the advisory fee will be pro- rated based upon the number of days that the account was open during the quarter. The contract for service may be terminated as of the end of any quarterly period on thirty (30) days’ notice by either party. Assets under management First $3 Million Amounts in excess of $3 Million & up to $8 Million Amounts in excess of $8 Million Annual Fee 1.00% 0.75% 0.50% The Firm reserves the right to waive or reduce fees from time to time on an individual account basis. In addition to LRP’s investment management fees, clients bear trading costs and custodial fees. To the extent that clients’ accounts are invested in mutual funds, these funds pay a separate layer of management, trading, and administrative expenses. Performance Based Fees and Side-by-Side Management Performance based fees are fees based on a share of capital gains on or capital appreciation of the assets of a client. An adviser charging performance fees to some accounts faces a variety of conflicts because the adviser can potentially receive greater fees from its accounts having a performance-based compensation structure than from those accounts it charges a fee unrelated to performance (e.g., an asset-based fee). As a result, the adviser may have an incentive to direct the best investment ideas to, or to allocate or sequence trades in favor of, the account that pays a performance fee. LRP does not charge any performance-based fees. Types of Clients LRP primarily provides customized investment management services to high-net-worth individuals and associated trusts, estates, pension and profit sharing plans, investment companies, foundations, corporations, partnerships and other legal entities. LRP’s minimum account size is generally $2,000,000, but this amount is negotiable. Methods of Analysis, Investment Strategies and Risk of Loss LRP’s Research Director, Rosellen Papp, and Research Analysts, Brian Riordan and Greg Smith, work together to conduct fundamental analysis on all securities recommended for client accounts. This analysis varies depending on the security in question. For stocks and bonds the analysis generally includes a review of: • The issuer’s management; • The amount and volatility of past profits or losses; • The issuer’s assets and liabilities, as well as any material changes from historical norms; 4  • Prospects for the issuer’s industry, as well as the issuer’s competitive position within that industry; and • Any other factors considered relevant. For mutual funds and ETFs, the analysis generally includes a review of: • The fund’s management team; • The fund’s historical risk and return characteristics; • The fund’s exposure to sectors and individual issuers; • The fund’s fee structure; and • Any other factors considered relevant. Fixed income investments are selected primarily for quality, based on the credit ratings of various rating agencies. LRP chooses investment grade bonds and bank guaranteed certificates of deposit because we feel that assets devoted to producing income, or hedging your risk capital, should minimize the risk of return of your capital. These investments could include United States and foreign government securities, municipal securities, and corporate debt securities, commercial paper, certificates of deposit and mutual funds or exchange traded funds consisting primarily of the former. Investment Strategies LRP determines the appropriate use of equities in a portfolio and selects investments that meet the risk profile for each client. These investments may consist of domestic equity securities listed on major U.S. stock exchanges and over-the-counter markets. Equity securities may also be of foreign issuers. LRP uses a “growth” style of management and seeks to invest in issuers with above average potential for earnings growth. In choosing investments, LRP looks for equity securities of companies that it regards as having excellent prospects for capital appreciation at a price, relative to the market as a whole, which does not fully reflect LRP’s view of the potential of that particular company. LRP measures a company’s prospects for capital growth by considering, among other factors, growth over extended periods of time, above-average profitability created through operating efficiency rather than financial leverage, and cash flows that appear to confirm the sustainability of growth. LRP intends to hold the majority of the investments it purchases for the long term (securities held for at least a year). However, market developments could cause us to sell securities more quickly. Some investments are purchased with the knowledge that we will be holding them for less than one year. This is done primarily for liquidity purposes or short-term opportunities. Investments are evaluated independently, as well as in the context of clients’ existing holdings and sector exposures. Risks The description below is an overview of the risks entailed in LRP’s investment strategies and is not intended to be complete. All investing involves the risk of loss and the investment strategies offered by LRP could lose money over short or long periods. Performance could be hurt by a number of 5  different market risks including but not limited to: Principal Risks As with any investment, there is a risk that you could lose money by investing in the any of these styles of investments. The success of each investment strategy depends largely upon LRP’s skill in selecting securities for purchase and sale and there is no assurance that an account will achieve its investment objective. Because of the types of securities in which an account invests and the investment techniques we use, accounts are designed for investors who are investing for the long term. An investment in the stock market is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Market Risk The success of client account/investment activities will be affected by general economic and market conditions where LRP will have a lack of control, such as, but not limited to, interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barrier, currency fluctuations and controls, national and international political circumstances and force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of infectious disease, pandemic or any other serious public health concern, war, terrorism, etc.). Equity Securities Equity investments are volatile and will increase or decrease in value based upon issuer, economic, market and other factors. Small capitalization stocks generally involve higher risks in some respects than do investments in stocks of larger companies and may be more volatile. The securities of non- U.S. issuers also involve a high degree of risk because of, among other factors, the lack of public information with respect to such issuers, less governmental regulation of stock exchanges and issuers of securities traded on such exchanges and the absence of uniform accounting, auditing and financial reporting standards. The non-U.S. domicile of such issuers and currency fluctuations may also be factors in the assessment of financial risk to the investor. Foreign securities markets are often less liquid than U.S. securities markets, which may make the disposition of non-U.S. securities more difficult. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Fixed Income Securities Investments in fixed income securities are subject to credit, liquidity, prepayment, and interest rate risks, any of which may adversely impact the price of the security and result in a loss. The municipal market can be significantly affected by adverse tax, legislative or political changes and the financial condition of the issuers of municipal securities. Exchange-Traded Funds (“ETFs”) ETFs are typically investment companies that are legally classified as open end mutual funds or Unit Investment Trusts. However, they differ from traditional mutual funds, in particular, in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. ETF shares may trade at a discount or premium to their net asset value. The difference between the bid price and the ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity, and is generally lower if the ETF has a lot of trading volume and market liquidity and 6  higher if the ETF has little trading volume and market liquidity. Although many ETFs are registered as an investment company under the Investment Company Act of 1940 like traditional mutual funds, some ETFs, in particular those that invest in commodities, are not registered as an investment company. Cybersecurity LRP and its service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. A cybersecurity breach could expose both LRP, and its client accounts to substantial costs (including, without limitation, those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage), civil liability as well as regulatory inquiry and/or action. While LRP has established policies and procedures to seek to prevent cybersecurity breaches, there are inherent limitations in such plans, strategies, systems, policies and procedures including the possibility that certain risks have not been identified. Furthermore, LRP and its clients cannot control the cybersecurity plans, strategies, systems, policies and procedures put in place by other service providers used by LRP and/or the issuers in which client accounts invest. Investment Style and Management Risk LRP’s method of security selection may not be successful and each account may underperform relative to other advisors that employ similar investment strategies. LRP’s growth style may go out of favor with investors, negatively impacting performance. In addition, LRP may select investments that fail to appreciate as anticipated. All investing involves a risk of loss that clients should be prepared to bear. Disciplinary Information LRP and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s evaluation of the company or its personnel. Other Financial Industry Activities and Affiliations LRP and its employees do not have any relationships or arrangements with other financial services companies that pose material conflicts of interest. 7  Code of Ethics, Participation or Interest in Client Transactions and Personal Trading LRP has adopted a written code of ethics that is applicable to all employees. Among other things, the code requires LRP and its employees to act in clients’ best interests, abide by all applicable regulations, avoid even the appearance of insider trading, and pre-clear and report on many types of personal securities transactions. LRP’s restrictions on personal securities trading apply to employees, as well as employees’ family members living in the same household. From time to time, trading by the Firm and its associated persons (and certain of their relatives) in particular securities may be restricted in recognition of impending investment decisions on behalf of clients. If transaction orders for a client and the Firm (and/or its associated persons and relatives) are executed on the same day, then transaction orders for client accounts will take priority. The Chief Compliance Officer monitors employee trading, relative to client trading, to ensure that employees do not engage in improper transactions. From time to time LRP may recommend that clients buy or sell shares in the Papp Small & Mid- Cap Growth Fund. LRP and its affiliates (if applicable), officers, employees, or directors may purchase an unlimited number of shares and/or interests in the Fund advised by the Firm. LRP recognizes its fiduciary duty to act in the best interests of its clients. To help mitigate any potential conflicts of interest, LRP does not charge management fees on client assets in the Fund as described above in the Advisory Business Section LRP maintains a watch list of securities that are being considered for client accounts, as well as securities already held in client accounts. Any proposed employee transaction involving securities on the watch list requires preclearance from the Chief Compliance Officer. The Chief Compliance Officer does not grant preclearance where it would appear that an employee’s trading could disadvantage LRP’s clients. Under certain circumstances an employee might invest in a security that is not considered suitable for client accounts because of size, liquidity, or other factors. A change in these factors could result in the security becoming more suitable for clients. A copy of LRP’s code of ethics is available upon request. Brokerage Practices Clients may utilize the broker/dealer of their choice. LRP will make recommendations, but you have no obligation to execute trades through our recommended broker/dealers. LRP generally trades stocks, mutual funds, ETFs and fixed income investments with the client’s custodian. Other clients may specifically request that their accounts only be traded through a particular broker/dealer. In such cases, LRP trades these accounts through the firm chosen by the client, which limits LRP’s ability to seek best execution. Clients that direct LRP to execute through a specific broker/dealer may also experience higher costs. 8  LRP looks at many things when we select brokers and dealers. We attempt to minimize the total cost for all brokerage services paid by our clients, but the broker/dealers we recommend may not offer the lowest fees or commission rates available. Instead, we focus on seeking “best execution”. Best execution does not necessarily mean lowest fees. Rather it means the best total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account several factors, such as, but not limited to: • The reputation, reliability, execution capability, experience, and financial stability of the executing broker or dealer; • The price of the security; • The size of the transaction; • The nature of the market for the security; • The commission amount; • The timing of the transaction in light of market prices and trends; and • The quality of service rendered by the broker or dealer in other transactions. LRP may review other qualitative and quantitative factors described in its compliance manual when evaluating the execution quality of client trades. The Company generally recommends that clients arrange for their assets to be held with Charles Schwab & Company (“Schwab”). There is no affiliation between the Company and Schwab; however, Schwab does provide independent investment advisers services and other tools for managing client accounts. Schwab provides us and our clients with access to its institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we don’t have to request them) and at no charge to us as long as we keep a total of at least $10 million of our clients’ assets in accounts at Schwab. The availability to us of Schwab’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Services that Benefit You. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that May Not Directly Benefit You. Schwab also makes available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment 9  research, both Schwab’s own and that of third parties. We may use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • provides access to client account data (such as duplicate trade confirmations and account statements); • provides pricing and other market data; • facilitates payment of our fees from our clients’ accounts; and • assists with back-office functions, recordkeeping and client reporting. Services that Generally Benefit Only Us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • educational conferences and events technology, compliance, legal, and business consulting; • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits such as occasional business entertainment of our personnel. All of the benefits highlighted do not depend on the amount of transactions directed by the Company to Schwab. The majority of trades for LRP clients are done on an account-by-account basis due to the fact that clients select different brokers and accounts are assigned to different portfolio managers who are responsible for making investment decisions. Therefore, client accounts may receive more favorable executions when purchasing or selling securities than other accounts. Transactions for each client account generally will be effected independently, unless LRP decides to purchase or sell the same securities for a number of client accounts simultaneously. When possible, orders for the same security may be aggregated to facilitate best execution. Accounts in which a related person or affiliate of LRP has a financial interest (“related accounts”) may participate in a bunched order with LRP’s other advisory clients. The Advisor effects aggregated trades in a manner designed to ensure that no participating client, including any related account, is favored over any other client. Clients participating in a bunched order receive the same average price and incur trading costs that are the same as would be paid if they were trading individually. Securities purchased or sold in a batched transaction are allocated pro-rata, when possible, to the participating client accounts in proportion to the size of the order placed for each account. LRP may, however, increase or decrease the amount of securities allocated to each account if necessary, to avoid holding odd-lot or small numbers of shares for particular clients. Additionally, if LRP is unable to fully execute a batched transaction and LRP determines that it would be impractical to allocate a small number of securities 10  among the accounts participating in the transaction on a pro-rata basis, LRP may allocate such securities in a manner determined in good faith to be a reasonable and fair allocation. When LRP transacts securities for more than one account, the investment opportunities and trades are allocated in a manner consistent with our fiduciary duties. LRP takes into account cash availability and need, suitability, investment objectives and guidelines and other factors deemed appropriate in making investment allocation decisions. Soft Dollar Benefits LRP receives no material products, services, brokerage reports, or research services from any broker on a regular basis. However, occasionally a broker will supply LRP with proprietary and third- party research and other products and services (i.e. receipt of duplicate trade confirmations and account statements, trading desk access, the ability to aggregate clients’ securities transactions, the ability to directly debit advisory fees from clients’ accounts, receipt of compliance publications, and access to mutual funds which generally require significantly higher minimum initial investments or are generally available only to institutional investors). LRP has determined that it would obtain such research and other products and services regardless of the amount of commissions it generates throughout the year. Therefore, LRP is not “paying-up” for the proprietary and third-party research and other products and services offered by the various custodians that are utilized to safe keep clients’ funds and securities. LRP has no agreement, understanding or arrangement with any broker whereby it directs client account brokerage in exchange for research or other considerations. Directed Brokerage The Company will accept direction from clients or agree to limitations with respect to the Company’s brokerage discretion as to which broker or brokers is/are to be used and what commissions are to be paid. Any such direction or limitation must be in writing. Clients which, in whole or in part, direct the Company to use a particular broker to execute transactions for their accounts should be aware that, in so doing, they may adversely affect the Company’s ability to, among other things, obtain best price and execution, and the cost of the transaction may be greater. Clients that direct their brokerage should also be aware that Company will generally place such trades after the completion of trades for clients that do not direct their brokerage which may result in less favorable executions. Trade Errors LRP recognizes its duty to resolve trade errors in clients’ favor. In no instance will clients pay for losses resulting from errors committed by LRP, or its third-party service providers. When LRP is unable to obtain reimbursement from third party service provider errors, it agrees to reimburse its clients the amount. Cross Trades As is consistent with its duty to seek to obtain best execution, occasionally LRP may cross trades for client accounts. A cross trade occurs when LRP's purchases and sells a particular security between two or more accounts under LRP's management by instructing brokers to cross the trade. LRP generally utilizes “cross” trades to address account funding issues and when it specifically 11  deems the practice to be advantageous for each participant. In no instance does LRP receive additional compensation when crossing trades for client accounts. LRP will seek to ensure that the terms of the transaction, including the consideration to be paid or received, are fair and reasonable, and the transactions is done for the sole benefit of the clients. Client Referrals LRP does not compensate any custodians or broker/dealers for referring client accounts. Review of Accounts Accounts under LRP’s management are monitored on an ongoing basis by the portfolio managers and the Chief Compliance Officer. The portfolio managers review each account in detail on at least a quarterly basis. Client accounts may also be reviewed in detail in instances where a client requests a meeting for such reviews with their respective portfolio manager. Reviews of client accounts will also be triggered if a client changes his or her investment objectives, or if the market, political, or economic environment changes materially. Clients receive account statements directly from their chosen custodian on at least a quarterly basis. LRP may supplement these custodial statements with reports provided during client meetings or as requested. Client Referrals and Other Compensation LRP does not compensate any person for client referrals nor does it offer or receive sales awards or prizes for providing investment advice to clients. Custody All clients’ accounts are held in custody by unaffiliated broker/dealers or banks, but LRP can access many clients’ accounts through its ability to debit advisory fees and for a few accounts where LRP or one of its employees acts as Trustee. For these reasons LRP is considered to have custody of client assets. Account custodians send statements directly to the account owners on at least a quarterly basis. Clients should carefully review these statements and should compare these statements to any account information provided by LRP. LRP also obtains an annual surprise audit of those accounts that it has custody over (other than accounts that LRP has custody over solely due to its ability to debit fees). Investment Discretion The Company typically manages client accounts on a discretionary basis, subject to the restrictions (if any) that have been provided by clients. For accounts handled on a discretionary basis, the Company typically has the authority to determine the securities to be bought and sold without obtaining client consent to specific transactions; however, the portfolio manager will generally discuss trades prior to executing the trades. Clients grant LRP trading discretion through the execution of a limited power of attorney included in LRP’s advisory contract. 12  Voting Client Securities Clients shall maintain all proxy voting authority unless a specific written delegation of voting authority has been given to LRP. In the event we vote proxies, LRP has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that LRP receives will be treated in accordance with these policies and procedures. LRP considers the reputation, experience, and competence of a company’s management and board of directors when it evaluates a prospective investment. In general, LRP votes in favor of routine corporate matters, such as the re-approval of an auditor or a change of a legal entity’s name. LRP also generally votes in favor of compensation practices and other measures that are in-line with industry norms, that allow companies to attract and retain key employees and directors, that reward long-term performance, and that align the interests of management and shareholders. LRP has not identified any material conflicts of interest in connection with past proxy votes. Such a conflict could arise if, for example, a client was a senior executive with a publicly traded company and other clients held securities issued by that company. Absent specific client instructions, if LRP identifies a material conflict of interest it will escalate the matter to a committee consisting of LRP’s Managing Partner, Research Director and Chief Compliance Officer and vote the matter, as a majority of the committee shall determine, in the best interest of all affected LRP clients and unaffected by the conflict. LRP will preserve, as a book and record of the firm, all materials reflecting the reasons and basis upon which the committee determined to vote proxies referred for its attention. A copy of LRP’s proxy voting policies and procedures, as well as specific information about how LRP has voted in the past, is available upon written request. Financial Information LRP does not collect fees of more than $1200, six months or more in advance from clients. LRP has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. 13