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 811-08723
Upright Investments Trust
(Exact name of registrant as specified in charter)
349 Ridgedale Avenue
East Hanover, NJ 07936
(Address of principal executive offices)(Zip code)
David Y.S. Chiueh
349 Ridgedale Avenue
East Hanover, NJ 07936
(Name and address of agent for service)
Registrant's telephone number, including area code: 973-533-1818
Date of fiscal year end: September 30
Date of reporting period: September 30, 2020
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 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.
Upright Growth Fund
________________________________________________________________________________________
ANNUAL REPORT
________________________________________________________________________________________
Upright Growth Fund
________________________________________________________________________________________
September 30, 2020
________________________________________________________________________________________
TABLE OF CONTENTS
Letter to Shareholders…………………………………………………………………………………………1
Schedule of Investments ……………………………………………………………….…………………..5
Statement of Assets and Liabilities…………………………………………………………………………8
Statement of Operations…………………………………………………………………….………………9
Statement of Changes in Net Assets………………………………………………………….……………10
Financial Highlights………………………………………………………….……………………………..11
Notes to Financial Statements………………………………………………………………………………12
Fund Expense……………………………………………………………………………………………….15
Security Holdings by Industry Sector………………………………………………………………………16
Trustees and Officers………………………………………………………………………………………..18
Dec 8, 2020
Dear Valued Shareholder:
We would like to present the Annual Report of Upright Growth Fund for the fiscal year ended September 30, 2020. The Fund increased 53.08% before taxes, versus the S&P 500 Index gain of 15.14%.
Market Review
There was unprecedented wild volatility in the stock market during the first quarter as the pandemic was unfolding. Numerous media outlets added fuel to the fire by reporting that we are heading into a prolonged recession in the magnitude not unlike 1929. The market dutifully reacted accordingly for a short period, during which time the stock market halted trading temporarily on a number of occasions when the “circuit breaker” was tripped due to rapid sell-off that dipped below a certain threshold. Even Warren Buffett said he never had such scenario played out in his lifetime.
Covid 19 caused the S&P 500 to lose around 37% in the first one and half months. This is an even bigger drop than during the 2008 financial crisis.
How did we respond to this pandemonium? We remained calm and used our past experience to handle this chaos. We were also guided by science, the stock market indices of the past 100 years, to help weather this storm. It was an uncomfortable time but we did not sell in panic. On the contrary, we bought some at the bottom while turning upward.
In mid-March, the market made an unexpected vertical rebound. This year, with doubts on many people’s minds, the market is ending strong with impressive results. This is like a déjà vu of 2019, market drops dramatically and unexpectedly, many nervous investors sell in a panic, then a good rebound ensues.
As stated before, there were some anxieties behind such drastic fluctuations. We believe that after ten years of market growth, the stock prices are at a reasonable, and even at a slightly higher price range. And every bit of news could send the market reeling.
Some people question whether there are signs of a bubble in the market due to historic high valuations, such as S&P 500, pushing up the P/E ratio of US stocks. At the end of September 2020, the P/E ratio of US stocks is around 34, very close to the Shiller P/E ratio of 31, which is much higher than the historical average of about 16.
The stock price is not cheap, but the current 10-year bond rate is also at a relative historical low of about 0.68, dropping from 1.7% one year ago due to Fed’s unlimited quantitative easing during Covid 19. The dividend provided by the S&P 500 is close to 1.75% in September. So we believe that although US stocks are not cheap, there will not be a crash like the 2008 financial tsunami.
We continue to hold the same view as a year ago that when the market hits record highs, it is often due in large part to technological advancements, efficiency improvements, and the advent of the 5G communication era, all contributing to increased productivity of technology. With AI, driverless cars, electric vehicles and the application of virtual reality, we estimate that the stock market will advance in a turbulent wave. That said, we also pay close attention to the rationality of the stock market valuation.
Portfolio review
The main reason for the good performance this year has to do with the following holdings that are finally showing their growth momentum that we have been waiting for a while. These are Apple, Taiwan Semiconductor, Plug Power which delivered nearly five times growth in the past fiscal year, and Himax, which also joined this parade, finally, as we kept mentioning before that it will turn when the time is ready. It seems we are seeing light at the end of the tunnel especially when Himax announced earnings growth for three consecutive quarters in a row.
However, the pharmaceutical industry, with our heavy holding on TEVA, is still under the trading range but should have reached its bottom. We also estimate that there will be a good opportunity for the stock to climb in the next few years. It does challenge the investor’s patience. But we still believe its fair price will arrive as our other holdings did in 2020.
Conclusion
Do not let short-term uncertainty derail long-term investment goal. Periods of ambivalence can present challenges. Correction is also inevitable for the market that is continually reaching new highs. We deem it healthy and necessary, while at the same time we pay close attention to market and stock valuations. We appreciate your trust and business, more so when facing headwinds, and will always strive to achieve outstanding performance.
Sincerely,
David Y. S. Chiueh
Portfolio Manager
Upright Growth Fund
![[upupx2020annual002.gif]](https://capedge.com/proxy/N-CSR/0001162044-20-001569/upupx2020annual002.gif)
This chart reflects a ten-year comparison in the change in value of a hypothetical $10,000 investment in the Fund, including reinvested dividends and distributions, compared with a broad-based securities market index. Returns shown assume reinvestment of all dividends. Performance reflects expense reimbursements and fee waivers in effect and do not reflect the sales charges. Absent expense reimbursement and fee waivers, total returns would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
S&P 500 Stock Index - An unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.
Average Annual Returns
For Periods ended September 30, 2020
| | | | |
| 1 -Year | 3 - Year | 5 - Year | 10 Year |
| | | | |
Upright Growth Fund* | 53.08% | -14.35% | -8.27% | 2.49% |
S&P 500 Index | 15.14% | 12.25% | 14.12% | 13.72% |
| | | | |
* Inception January 21, 1999 | | | | |
| | | | |
Schedule of Investments |
September 30, 2020 |
| | | | |
Description | | Number of Shares | | Market Value |
Equities | | | | |
Bank Industry 1.02% | | | | |
Bank of America Corporation | | 6,000 | | 144,540 |
| | | | |
Basic Material 0.61% | | | | |
Dow Inc. | | 333 | | 15,667 |
Steelcase Inc. | | 7,000 | | 70,770 |
| | | | 86,437 |
| | | | |
Chemicals Specialty 0.03% | | | | |
The Mosaic Company | | 200 | | 3,654 |
| | | | |
Consumer 0.90% | | | | |
Bed Bath & Beyond Inc. | | 8,500 | | 127,330 |
| | | | |
Drug Manufacturer-other 6.74% | | | | |
AbbVie Inc. | | 6,000 | | 525,540 |
Teva Pharmaceutical Industries Limited* ADR | | 47,892 | | 431,507 |
| | | | 957,047 |
| | | | |
Electronic Equipment 32.49% | | | | |
Apple Inc. | | 24,800 | | 2,872,088 |
Plug Power Inc.* | | 130,000 | | 1,743,300 |
| | | | 4,615,388 |
| | | | |
Engineering & Construction 0.29% | | | | |
Johnson Controls International plc | | 1,000 | | 40,850 |
| | | | |
Generic Drug 2.05% | | | | |
Bausch Health Companies Inc. | | 2,500 | | 38,850 |
Mylan N.V.* | | 17,030 | | 252,555 |
| | | | 291,405 |
| | | | |
Healthcare Services 0.21% | | | | |
CVS Health Corporation | | 500 | | 29,200 |
| | | | |
Household 0.13% | | | | |
Whirlpool Corporation | | 100 | | 18,389 |
| | | | |
Internet Services 1.59% | | | | |
Alphabet Inc.* | | 100 | | 146,960 |
Facebook, Inc.* | | 300 | | 78,570 |
| | | | 225,530 |
| | | | |
Insurance 0.84% | | | | |
Brighthouse Financial, Inc.* | | 1,000 | | 26,910 |
MetLife, Inc. | | 2,500 | | 92,925 |
| | | | 119,835 |
| | | | |
Medical Supplies 0.38% | | | | |
Abbott Laboratories | | 500 | | 54,415 |
| | | | |
Oil 0.15% | | | | |
Chevron Corporation | | 300 | | 21,600 |
| | | | |
Pharmaceutical 2.15% | | | | |
Lannett Company, Inc.* | | 50,000 | | 305,500 |
| | | | |
Retail Special Lines 4.14% | | | | |
Alibaba Group Holding Limited* | | 2,000 | | 587,960 |
| | | | |
Semiconductor 13.29% | | | | |
Silicon Motion Technology Corporation | | 13,500 | | 510,030 |
Taiwan Semiconductor Manufacturing Company Limited ADR | | 17,000 | | 1,378,190 |
| | | | 1,888,220 |
| | | | |
IC Design 29.05% | | | | |
Himax Technologies, Inc.* ADR | | 1,159,400 | | 4,127,464 |
| | | | |
Total equities 96.06% | | | | 13,644,764 |
| | | | |
Exchange Traded Fund 3.01% | | | | |
Direxion Daily Aerospace & Defense Bull 3X | | 4,500 | | 46,800 |
Direxion Daily Industrials Bull 3X Shares | | 3,000 | | 58,710 |
Direxion Daily Pharmaceutical & Medical Bull 3X Shares | | 4,000 | | 61,560 |
Direxion Daily Real Estate Bull 3X Shares | | 5,000 | | 50,150 |
Direxion Daily Small Cap Bull (3x) | | 1,500 | | 45,900 |
Direxion Financial Bull 3x | | 2,000 | | 67,740 |
Direxion Large Cap Bull 3x | | 600 | | 31,596 |
Direxion Mid Cap Bull 3x Shares | | 3,000 | | 65,100 |
| | | | 427,556 |
| | | | |
Short-term Investments 1.73% | | | | |
Invesco Treasury Portfolio Institutional | | 246,185 | | 246,185 |
| | | | |
| | | | |
Total Investments | | | | 14,318,505 |
(Cost 18,555,111) 100.80% |
| | | | |
Other Assets less Liabilities -0.80% | | | | (112,201) |
| | | | |
Net Assets 100% | | | | 14,206,304 |
* Non income producing securities
ADR - American Depository Receipt
See accompanying notes to financial statements
- 1 -
Upright Growth Fund
| | | |
Statement of Assets and Liabilities |
September 30, 2020 |
|
ASSETS | |
| Investments, at market value (Identified cost $18,555,111) | 14,318,505 |
| Cash | 2,114 |
| Accrued dividend and interest receivable | 6,632 |
| | Total Assets | $14,327,251 |
| | | |
LIABILITIES | |
| Accrued Investment advisory fees | 76,205 |
| Accrued Administrative fees | 21,082 |
| Accrued Custodian fees | 4,865 |
| Accrued Auditor and legal fees | 11,049 |
| Accrued Trustee fees | 5,220 |
| Accrued Other Expenses | 1,897 |
| Miscellaneous | 629 |
| | Total Liabilities | $120,974 |
| | | |
NET ASSETS | $14,206,304 |
| |
NET ASSETS CONSIST OF | |
| Paid-in capital | 16,870,102 |
| Total distributable losses | (2,663,798) |
| | |
| Net Assets (based on 2,379,590 shares outstanding) | $14,206,304 |
| | |
| Net Asset Value, redemption price per share | 5.97 |
See accompanying notes to financial statements
- 2 -
Upright Growth Fund
| | | | |
Statement of Operations |
September 30, 2020 |
|
INVESTMENT INCOME | | |
| Dividend income | | 113,616 |
| Interest income | | 591 |
| | | | |
| | Total investment income | | $114,206 |
| | | | |
EXPENSES | | |
| Investment advisory fees | | 178,367 |
| Administrative fees | | 52,536 |
| Custodian fees | | 8,145 |
| Auditors and legal fees | | 16,715 |
| Trustee fees | | 3,140 |
| Insurance fees | | 1,098 |
| Miscellaneous | | 4,599 |
| | Total expenses | | $264,600 |
| | | | |
NET INVESTMENT LOSS | | $ (150,394) |
| | | | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | | |
| Net realized loss on investment securities | | (23,235) |
| Change in net unrealized appreciation on investments | | 5,142,907 |
| | | | |
| | Total realized and unrealized gain on investments-net | | $ 5,119,672 |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ 4,969,278 |
See accompanying notes to financial statements
- 3 -
Upright Growth Fund
| | | | | | | |
Statement of Changes in Net Assets |
| | | | | | |
| | Year Ended September 30 |
| | | | 2020 | | 2019 |
OPERATIONS | | | | |
| Net investment loss | $(150,394) | | $(104,150) |
| Net realized gain (loss) on investment transactions | $(23,235) | | $189,027 |
| Net change in unrealized appreciation (depreciation) on investments | $5,142,907 | | $(5,298,922) |
| | Net increase (decrease) in net assets from operations | $4,969,278 | | $(5,214,045) |
| | | | | |
| Distributions to Shareholders | | | |
| | From realized gains from securities transactions | - | | - |
| | | | | |
CAPITAL SHARE TRANSACTIONS | | | |
| Proceeds from shares sold | $71,431 | | $264,973 |
| Payments for shares redeemed | $(213,417) | | $(59,252) |
| Reinvestment of distributions | - | | - |
| | Net increase (decrease) in net assets from capital share transactions | $ (141,986) | | $205,721 |
| | | | | | |
TOTAL INCREASE (DECREASE) IN NET ASSETS | $ 4,827,292 | | $ (5,008,324) |
| | | | | | |
NET ASSETS: | | | | |
| Beginning of year | $9,378,900 | | $14,387,224 |
| End of year | $14,206,299 | | $9,378,900 |
| | | | | | |
CHANGES IN SHARES OUTSTANDING | | | |
| Shares sold | | 14,908 | | 61,150 |
| Shares reinvested | | - | | - |
| Shares redeemed | | 42,313 | | 11,841 |
| | Net increase (decrease) in shares outstanding | (27,405) | | 49,309 |
See accompanying notes to financial statements
- 4 -
Upright Growth Fund
Financial Highlights
Selected data for a share outstanding throughout each year
| | | | | | | | | | | |
| | Years ended September 30 |
| | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 |
PER SHARE DATA | | | | | | | | | | |
| Net asset value, beginning of year | | 3.90 | | 6.10 | | 9.83 | | 13.48 | | 12.18 |
| | | | | | | | | | | |
| Investment operations: | | | | | | | | | | |
| Net investment loss | | -0.06 | | -0.04 | | -0.05 | | -0.11 | | -0.07 |
| Net realized and unrealized gain -loss on investments | | 2.13 | | -2.16 | | -3.38 | | 1.29 | | 2.02 |
| | | | | | | | | | | |
| Total from investment operations | | 2.07 | | -2.20 | | -3.43 | | 1.40 | | 1.95 |
| | | | | | | | | | | |
| Less distributions from net investment income | | - | | - | | -0.30 | | -2.25 | | -0.65 |
| | | | | | | | | | | |
| Net asset value, end of period | | 5.97 | | 3.90 | | 6.10 | | 9.83 | | 13.48 |
| | | | | | | | | | | |
| TOTAL RETURN | | 53.08% | | -36.07% | | -37.97% | | -11.50% | | 16.62% |
| | | | | | | | | | | |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | | | | | |
| Net assets, end of period -thousands | | 14,206 | | 9,379 | | 14,387 | | 16,563 | | 10,025 |
| | | | | | | | | | | |
| Ratio of net expenses to average net assets | | 2.20% | | 2.15% | | 2.31% | | 2.40% | | 2.19% |
| Ratio of net investment income -loss to average net assets | | -1.25% | | -0.99% | | -0.73% | | -0.96% | | -0.54% |
| Portfolio turnover rate | | 3.75% | | 3.97% | | 128.81% | | 329.36% | | 10.19% |
Note: The Fund uses the average share method to calculate selected data per share, and average net assets to calculate the supplemental ratios throughout each year.
- 5 -
Upright Growth Fund
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
1. ORGANIZATION
The Upright Investments Trust (the “Trust”) was organized as a business trust under the laws of the State of Delaware under a Certificate of Formation dated March 4, 1998, and is registered as an open- end, diversified management Investment Company under the Investment Company Act of 1940. The Certificate of Formation provides for an unlimited number of authorized shares of beneficial interest, which may, without shareholder approval, be divided into an unlimited number of series of such shares. The Trust presently includes Upright Growth Fund (the “Fund”). The principal investment objective of the Fund is to provide long-term growth of capital, with income as a secondary objective.
2. SIGNIFICANT ACCOUNTING POLICIES
The Fund is an investment company and follows the investment company accounting and reporting requirements of the Financial Accounting Standards Board (“FASB”) ASC Accounting Standard Codification 946.
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
a)
Fair Value Measurements
ASC 820-10 establishes a three-tier framework for measuring fair value based upon a hierarchy of inputs. The three levels of inputs are:
Level 1 – Unadjusted quoted prices active in markets for identical investments.
Level 2 – Other significant observable inputs (including quoted prices for identical investments on an inactive market, prices for similar investments, interest rates, prepayment speeds, credit risk, yield curves, default risk and similar data.)
Level 3 – Significant unobservable inputs, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the investment, and would be based upon the best available information.
The following table summarizes the inputs used to value the Fund’s investments as of September 30, 2020:
| | |
Level 1 | | $ 14,318,505 |
Level 2 | | - |
Level 3 | | - |
Total | | $ 14,318,505 |
During the year ended September 30, 2020, there were no transfers between Level 1 and Level 2.
b)
Investment Valuation
All of the Fund’s investments consist of listed equity securities or money market funds. The listed equity securities are traded on a national securities exchange (or reported on the NASDAQ national market) and are valued at the last quoted sales price on the day the valuation is made. Price information on listed securities is taken from the exchange where the security is primarily traded. Equity securities which are listed on an exchange but which are not traded on the valuation date are valued at the current bid prices.
Money market funds are valued at their closing net asset value on the day the valuation is made.
c)
Federal Income Taxes - The Fund’s policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.
Distributions to Shareholders - Distributions from net investment income, if any, are declared and paid annually. Distributions of the Fund’s net realized capital gains, if any, are declared at least annually. Distributions are recorded on the Ex-dividend date.
During the year ended September 30, 2016, the Fund failed the diversification of assets under the Internal Revenue Code (IRC) Subchapter M for the third quarter ending June 30, 2016. The Fund had six months to correct the diversification of assets subject to penalty assessed under IRC Subchapter M. The Fund requested a waiver of this penalty from the Internal Revenue Service (“IRS”) and to date, the IRS has not either assessed or waived the penalty. Any penalty assessed by the IRS will be assumed by the Advisor. Tax year 2016 remains subject to examination by the IRS.
On August 20, 2018 the Fund held a special proxy meeting and approved the conversion from a Diversified Fund to a Non-Diversified Fund.
d)
Other - Investment and shareholder transactions are recorded on the trade date. Gains and losses on securities transactions are determined on the basis of identified cost. Dividend income is recognized on the ex-dividend date or as soon as information is available to the Fund, and interest income is recognized on an accrual basis.
e)
Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
f)
Repurchase Agreements - In connection with transactions in repurchase agreements, it is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Company may be delayed or limited. The Fund did not enter into any repurchase agreements during 2018 or 2019.
g)
Securities Sold Short - The Fund may make short sales. A short sale involves selling a security which the Fund does not own. The proceeds received for short sales are recorded as liabilities and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position on the day of determination. The Fund records a realized gain or loss when the short position is closed out. The fund did not have any open short positions at September 30, 2020.
h)
Securities Purchased on Margin – The Fund may purchase securities on margin in which case the Fund does not fully pay for securities purchased and borrows amounts to settle the purchase. The Fund did not purchase any securities on margin during fiscal year ended September 30, 2020.
3. INVESTMENT TRANSACTIONS
The aggregate amounts of security transactions during the year ended September 30, 2020 (excluding repurchase agreements and short-term securities), were as follows:
| | | | |
| | Other than U.S. Govt. Securities | | U.S. Govt. Securities |
Purchases | | $438,821 | | - |
Proceeds from sales | | $531,618 | | - |
As of September 30, 2020, the gross unrealized appreciation for all securities totaled $6,415,019 and the gross unrealized depreciation for all securities totaled $ (10,651,625) for a net unrealized depreciation of $ (4,236,606) for tax purposes. The aggregate cost of securities including money funds on September 30, 2020 was $ 18,555,111 for tax purposes.
4. INVESTMENT ADVISORY AND OTHER AGREEMENTS WITH AFFILIATES
The Fund has entered into an Investment Advisory Agreement with Upright Financial Corporation (“Adviser”). Pursuant to its Investment Advisory Agreement with the Fund, the Adviser is entitled to receive a fee, calculated at an annual rate of 1.50% of its daily net assets. The Fund has accrued $76,205 of adviser fees at September 30, 2020. During the year ended September 30, 2020 the fund incurred $178,367 in advisory fees.
Upright Financial Corporation is the Fund’s administrator (the “Administrator”). As compensation for services rendered to the Fund, the Administrator is entitled to receive a fee. The Fund shall pay to the Administrator at the end of each calendar month a fee at the annual rate of 0.45% of the Fund’s average daily net assets for the first $10 million of average daily net assets, 0.40% of the Fund’s average daily net assets for average daily net assets between $10 million and $20 million, and 0.35% of the Fund’s average daily net assets for average daily net assets over $20 million, as determined and computed in accordance with the description of the method of determination of net asset value contained in the Fund’s Prospectus and Statement of Additional Information.
The Fund has accrued $21,082 of administrative fees at September 30, 2020. During the year ended September 30, 2020, the Fund incurred $52,536 in administrative fees.
The adviser has paid the trustee fee; accordingly, the trustee fee payable is due to the advisor.
Mutual Shareholder Services serves as transfer agent and US Bank serves as custodian.
David Y.S. Chiueh is an officer of Upright Financial Corporation, the Fund Adviser. He is also an officer and trustee of the Fund.
5. DERIVATIVES
A derivative is a financial instrument which has a value that is based on—or “derived from”—the values of other assets.
6. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
The components of distributable earnings on a tax basis were as follows:
| |
Accumulated net realized gain on investments | $1,572,808 |
Unrealized depreciation on investments | $ (4,236,606) |
Total | $(2,663,798) |
The tax character of distributions paid for the years ended September 30, 2019 and 2018 was as follows:
| | | |
| Ordinary Income | Net Long Term Capital Gains | Total Distributions |
9/30/20 | - | - | - |
9/30/19 | - | - | - |
7. SUBSEQUENT EVENTS
Management has determined that no material events or transactions occurred through the date on which these financial statements were issued that would require recognition or disclosure in these financial statements
- 6 -
Upright Growth Fund
Boyle CPA, LLC
Certified Public Accountants & Consultants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and
Shareholders of Upright Growth Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Upright Growth Fund (the “Fund”) as of September 30, 2020, the related statements of operations for the year ended September 30, 2020, and changes in net assets for each of the two years in the period ended September 30, 2020, and the financial highlights for the each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the “financial statements”). The Financial Highlights for the years ended September 30, 2017 and 2016 were audited by other auditors whose report dated January 12, 2018, expressed an unqualified opinion on the financial statements and financial highlights. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2020, and the results of its operations for the year ended September 30, 2020, and the changes in net assets and financial highlights for each of the two years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights 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 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2020, by correspondence with the custodian and broker, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion.
/s/ Boyle CPA, LLC
We have served as the Company’s auditor since 2018
Bayville, NJ
December 21, 2020
361 Hopedale Drive SE
P (732) 822-4427
Bayville, NJ 08721
F (732) 510-0665
- 7 -
Upright Growth Fund
(unaudited)
Availability of Quarterly Schedule of Investments
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form NPort-Ex. The Fund’s Forms NPort-Ex are available on the SEC's Web site at http://www.sec.gov. The Fund’s Forms NPort-Ex may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Fund Expenses
A shareholder of each Fund incurs two types of costs: (1) transaction costs, such as sales charge if applied, and (2) ongoing costs, including investment advisory fees and other fund expenses. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, April 1, 2020 through September 30, 2020.
Actual Expenses
The first line of the table below provides information about actual account values and actual expense. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000, then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Fund’s actual returns. The hypothetical account value and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
| | | |
Upright Growth Fund |
| | | |
| Beginning Account Value | Ending Account Value | Expenses Paid During the Period* |
| April 1, 2020 | September 30, 2020 | April 1, 2020 to September 30, 2020 |
| | | |
Actual | $1,000.00 | $1,530.77 | $13.92 |
Hypothetical | | | |
(5% Annual Return before expenses) | $1,000.00 | $1,028.00 | $11.08 |
| | | |
* Expenses are equal to the Fund's annualized expense ratio of 2.20%, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). |
|
Security Holdings by Industry Sector
September 30, 2020
(unaudited)
The following chart gives a visual breakdown of the Fund by the industry sectors. The underlying securities represent a percentage of the portfolio investments.
![[upupx2020annual004.gif]](https://capedge.com/proxy/N-CSR/0001162044-20-001569/upupx2020annual004.gif)
The pie chart calculation is based on Total Investments of $14,206,304
- 8 -
Upright Growth Fund
(unaudited)
Approval of the Advisory Contract
Approval of Investment Advisory Contract. At a meeting held on June 21, 2019, the Board of Trustees, including the Independent Trustee, unanimously renewed the Investment Advisory Agreement between the Fund and the Adviser. To assist the Board in their evaluation of the Investment Advisory Agreement, the Board was supplied with supporting information from the Adviser in advance of the meeting. The following describes the material factors and conclusions that formed the basis for the Board's approval of the New Investment Management Agreement.
Fund and Adviser Performance. The Board reviewed the performance returns of the Fund as compared with various benchmarks for different time periods. Specifically, they were presented with average annual total returns of the Fund for various time periods, as compared to the returns of a peer group of funds and the S&P 500 Index. The Trustees noted that the Fund's performance compared favorably to the peer group, and its relevant benchmark on a consistent basis. The Board also took into consideration that the Fund tended to outperform its peers in both up and down markets. Finally, the Board noted the Fund's low portfolio turnover rate and its high tax efficiency ranking. The Board concluded that the Fund's performance history makes a compelling case that the Adviser had consistently and successfully managed the Fund in accordance with its stated objectives.
Nature, Quality, and Extent of Services Provided. When discussing the nature, quality and extent of services that the Adviser provides the Fund, it was noted that, in addition to managing the Fund's portfolio, essentially all of the business of operating the Fund is conducted by the Adviser. The Board also analyzed the Adviser's experience and the capabilities of the portfolio manager. The Board noted that the level of shareholder redemptions historically has been extremely low, which they concluded is a reflection of the quality of the services provided by the Adviser. Taking into account the personnel involved in servicing the Fund, as well as an impressive shareholder redemption ratio, the Board concluded that the services provided to the Fund by the Adviser were superior.
Comparison with Other Contracts and Other Clients. The Board discussed at length the advisory fee of 1.5% of daily net assets and approved the change of the rate.
The Board noted that while that the Adviser received an Administrative Fee of 0.45% of daily net assets, the fee was well below the level necessary to cover expenses. Starting from 10/01/2014, the rate was changed as follows. The Fund shall pay the Administrator at the end of each calendar month a fee at the annual rate of 0.45% of the Fund’s average daily net assets for the first $10 million of average daily net assets, 0.40% of the Fund’s average daily net assets for average daily net assets between $10 million to $20 million, and 0.35% of the Fund’s average daily net assets for average daily net assets over $20 million.
Cost of Services and Profits to be realized by the Adviser. In considering the profits realized by the Adviser, the Board found that while the Adviser was realizing a reasonable profit from its advisory services to the Fund, it was incurring losses on the administrative services it provided to the Fund. Consequently, the Board concluded that the Adviser was merely breaking even on its overall relationship with the Fund.
Economies of Scale. The Trustees received and considered information regarding whether the Adviser had realized economies of scale with respect to the management of the Fund, whether the Fund had appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board noted that the Fund's total expense ratio has generally declined as net assets have increased. The Board also noted that the Adviser's profitability has remained low. Noting
that Fund shareholders have benefited from economies of scale as the Fund's net assets have grown due to the efforts of the administrator and the Adviser, the Board concluded that the Fund's fee structure is reasonable and that economies of scale have been realized by shareholders despite the absence of asset-level breakpoints.
Other Benefits. The Board considered other benefits to the Adviser as a result of its relationship to the Fund. Aside from the management fee, the Board considered the Adviser's receipt of an administrative fee. After reviewing the administrative services provided by the Adviser, the Board considered this benefit to be reasonable. The Adviser does not receive soft dollar credits, nor does it execute portfolio transactions through affiliated brokers.
The Board did not identify any single factor discussed previously as all-important or controlling in their determination to renew the Investment Advisory Agreement. The Board, including the Independent Trustee, unanimously concluded that the terms of the Investment Advisory Agreement are fair and reasonable and that the Adviser's fees are reasonable in light of the services provided to the Fund and the benefits received by the Advisor.
Mr. David Chiueh owns 100% of the stock of the Advisory, Upright Financial Corporation.
Proxy Voting Guidelines.
Because the Fund holds only extremely small positions in the voting securities of any issuer, the board reconfirmed on April 25, 2014 that there was limited value to voting any of the Fund's shares and decided not to exercise the Fund's right to vote. No votes have been cast on securities by the Fund during the reporting period. However, if the fund is to obtain larger positions in the voting securities of any issuer or if the board decides to exercise its right to vote, the process will follow the procedures as described in the fund prospectus. A record of the Fund’s proxy votes for the most recent twelve month period ended June 30, are available without charge, upon request, by calling collect, 1-973-533-1818, or by accessing the SEC’s website at www.sec.gov.
Trustees and Officers (unaudited)
The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until the termination of the Trust unless the Trustee dies, resigns, retires or is removed. A majority of Upright‘s board members are independent, meaning that they have no affiliation with Upright or the funds they oversee.
The Fund is not part of a “fund complex”. The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the Investment Company Act of 1940.
| | | |
Name, Address and Year of Birth | Position(s) Held With the Trust | Principal Occupations During Past 5 Years | Other Directorships Held by Trustee |
David Y.S. Chiueh1 349 Ridgedale Avenue East Hanover, NJ 07936
Year of Birth: 1957 | Trustee since 1998; Chief Executive Officer and Chief Compliance Officer since 1998 | President of the Investment Adviser since 1990; He held the license of Certified Financial Planner since 1991. | None |
1 David Y.S Chiueh is “interested persons” of the Trust because he is officer of the Trust. In addition, he may be deemed to be “interested persons” of the Trust because he is officer of the Fund’s adviser.
The following table provides information regarding each Trustee who is a “Non-interested person” of the Trust, as defined in the Investment Company Act of 1940.
Independent Trustees (unaudited)
| | | | | |
Name, Address and Year of Birth | Position(s) Held with the Trust | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Directorships Held by Trustee |
Alice Chen 349 Ridgedale Ave East Hanover NJ 07936 Year of Birth: 1962 | Trustee | Since November 2009/ Indefinite | Controller, Great China Chartering & Agency Corp. at New Jersey & Shanghai, China Senior Administrator, J&M Manufacturing Corp, New Jersey | 3 | Alice N Chen Bing B Chen JTWROS |
Evelyn Kung 349 Ridgedale Ave East Hanover NJ 07936 | Trustee | Since November 2009/ Indefinite | Active CPA practitioner/business owner since 1989 | 3 | None |
Marco Yeh 349 Ridgedale Ave, East Hanover NJ 07936 Year of Birth: 1962 | Trustee | Since November 2009/ Indefinite | Eunice Industry Corp. Industry City, CA
President 2007 | 3 | None |
The Statement of Additional Information includes additional information about the Trustees and is available without charge upon request by calling the Fund at 973-533-1818.
Investment Adviser & Administrator
Upright Financial Corporation
349 Ridgedale Ave.
East Hanover NJ 07936
Custodian
US Bank
1555 N. River Center Drive
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Boyle CPA, LLC
361 Hopedale Drive SE
Bayville, NJ 08721
(732)-822-4427
Transfer Agent
Mutual Shareholder Services
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147
Trustees
David Y.S. Chiueh
Alice Chen
Evelyn Kung
Marco Yeh
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 : /s/ David Y.S Chiueh
David Y.S Chiueh
Trustee
Date: December 21, 2020
By : /s/ David Y.S Chiueh
David Y.S Chiueh
Chief Financial Officer
Date: December 21, 2020
Item 2. Code of Ethics.
(a) 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.
(b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) Amendments
During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.
Item 3. Audit Committee Financial Expert.
The Board of Directors has created a permanent audit committee, on 10/10/03, the current head is Ms. Alice Chen, who is qualified as financial expert under current SEC regulations. She has more than 20 years of experience in the field. Each member of the audit committee is “independent”, as that term is defined under applicable law. The audit committee meets at least annually with the independent accountants (CPA) and executive officers of the Company. The audit committee reviews, among other matters, the accounting principles being applied by the Company in financial reporting, the scope and adequacy of internal controls, and the responsibilities and fees of the independent accountants. The recommendations of the audit committee are reported to the full Board.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
FY 2020
$11,000
FY 2019
$11,000
(b) Audit-Related Fees
FY 2020
$ 0
FY 2019
$ 0
Nature of the fees:
N/A
(c) Tax Fees
FY 2020
$ 0
FY 2019
$ 0
Nature of the fees:
N/A
(d) All Other Fees
FY 2020
$ 0
FY 2019
$ 0
Nature of the fees:
N/A
(e)
(1) Audit Committee’s Pre-Approval Policies
The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2) Percentages of Services Approved by the Audit Committee
Audit-Related Fees:
100 %
Tax Fees:
100 %
All Other Fees:
100 %
(f)
During audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and 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:
FY 2020
$ 0
FY 2019
$ 0
(h) The registrant's audit committee has not considered whether the provision of 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, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Companies. Not applicable.
Item 6. Schedule of Investments.
Not applicable – schedule filed with Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable.
Item 8. Portfolio Managers of Closed-End Funds. Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of directors.
Item 11. Controls and Procedures.
(a) Based on an evaluation of the registrant’s disclosure controls and procedures as of September 30, 2020, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) EX-99.CODE ETH. Filed herewith.
(a)(2) EX-99.CERT. Filed herewith.
(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.
(b) EX-99.906CERT. Filed herewith.
- 9 -
Upright Growth Fund
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.
Upright Investments Trust
By /s/David Y.S. Chiueh
*David Y.S. Chiueh
Chief Executive Officer
Date: December 21, 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 /s/David Y.S. Chiueh
*David Y.S. Chiueh
Chief Executive Officer
Date: December 21, 2020
By : /s/ David Y.S Chiueh
David Y.S. Chiueh
Chief Financial Officer
Date: December 21, 2020
* Print the name and title of each signing officer under his or her signature.
- 10 -
_____________________________________________________________________________________________
ANNUAL REPORT
_____________________________________________________________________________
Upright Assets Allocation Plus Fund
____________________________________________________________________________________________
September 30, 2020
____________________________________________________________________________________________
TABLE OF CONTENTS
Letter to Shareholders…………………………………………………………………………………………3
Schedule of Investments ……………………………………………………………….……………………..7
Statement of Assets and Liabilities……………………………………………………………………………9
Statement of Operations…………………………………………………………………….……………..…10
Statements of Changes in Net Assets………………………………………………………….…………..…11
Financial Highlights……………………………………………………………………………………….....12
Notes to Financial Statements………………………………………………………………………………..13
Fund Expenses..………………………………………………………………………………………….…..16
Security Holdings by Industry Sector…………………………………………………………………….….17
Trustees and Officers………………………………………………………………………………………...18
Dear Valued Shareholder:
We would like to present the Annual Report of Upright Assets Allocation Plus Fund for the fiscal year ended September 30, 2020. The Fund increased 18.64% before taxes, versus the Dow Jones Moderate US Portfolio Index (P60US) gain of 7.25%.
Market Review
There was unprecedented wide volatility in the stock market during the first quarter as the pandemic was unfolding. Numerous media outlets added fuel to the fire by reporting that we are heading into a prolonged recession in the magnitude not unlike 1929. The market dutifully reacted accordingly for a short period, during which time the stock market halted trading temporarily on a number of occasions when the “circuit breaker” was tripped due to rapid sell-off that dipped below a certain threshold. Even Warren Buffett said he never had such scenario played out in his lifetime.
Covid 19 caused the S&P 500 to lose around 37% in the first one and half months. This is an even bigger drop than during the 2008 financial crisis.
How did we respond to this pandemonium? We remained calm and used our past experience to handle this chaos. We were also guided by science, the stock market indices of the past 100 years, to help weather this storm. It was an uncomfortable time but we did not sell in panic. On the contrary, we bought some at the bottom while turning upward.
In mid-March, the market made an unexpected vertical rebound. This year, with doubts on many people’s minds, the market is ending strong with impressive results. This is like a déjà vu of 2019, market drops dramatically and unexpectedly, many nervous investors sell in a panic, then a good rebound ensues.
As stated before, there were some anxieties behind such drastic fluctuations. We believe that after ten years of market growth, the stock prices are at a reasonable, and even at a slightly higher price range. And every bit of news could send the market reeling.
Some people question whether there are signs of a bubble in the market due to historic high valuations, such as S&P 500, pushing up the P/E ratio of US stocks. At the end of September 2020, the P/E ratio of US stocks is around 34, very close to the Shiller P/E ratio of 31, which is much higher than the historical average of about 16.
The stock price is not cheap, but the current 10-year bond rate is also at a relative historical low of about 0.68, dropping from 1.7% one year ago due to Fed’s unlimited quantitative easing during Covid 19. The dividend provided by the S&P 500 is close to 1.75% in September. So we believe that although US stocks are not cheap, there will not be a crash like the 2008 financial tsunami.
We continue to hold the same view as a year ago that when the market hits record highs, it is often due in large part to technological advancements, efficiency improvements, and the advent of the 5G communication era, all contributing to increased productivity of technology. With AI, driverless cars, electric vehicles and the application of virtual reality, we estimate that the stock market will advance in a turbulent wave. That said, we also pay close attention to the rationality of the stock market valuation.
Portfolio review
The main reason for the good performance this year has to do with the following holdings that are finally showing their growth momentum that we have been waiting for a while. Himax, finally, as we kept mentioning before that it will turn when the time is ready. It seems we are seeing light at the end of the tunnel especially when Himax announced earnings growth for three consecutive quarters in a row. We also bought ETFs when they were oversold and have shown outstanding returns.
Conclusion
Do not let short-term uncertainty derail long-term investment goal. Periods of ambivalence can present challenges. Correction is also inevitable for the market that is continually reaching new highs. We deem it healthy and necessary, while at the same time we pay close attention to market and stock valuations. We appreciate your trust and business, more so when facing headwinds, and will always strive to achieve outstanding performance.
Sincerely,
David Y. S. Chiueh
Portfolio Manager
Upright Assets Allocation Plus Fund
![[upaax2020annual002.gif]](https://capedge.com/proxy/N-CSR/0001162044-20-001569/upaax2020annual002.gif)
This chart reflects the change in value of a hypothetical $10,000 investment in the Fund, including reinvested dividends and distributions, compared with a broad-based securities market index. Returns shown assume reinvestment of all dividends. Performance reflects expense reimbursements and fee waivers in effect and do not reflect the sales charges. Absent expense reimbursement and fee waivers, total returns would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
Dow Jones Moderate US Portfolio Index (P60US) - is a member of the Dow Jones Relative Risk Index Series and is designed to measure a total portfolio of stocks, bonds, and cash, allocated to represent an investor's desired risk profile.
Bloomberg Barclays US Gov't/Credit Index (LUGCTRUU) - It is a broad-based flagship benchmark that measures the non-securitized component of the US Aggregate Index. The index includes investment grade, US dollar-denominated, fixed-rate treasuries, government-related and corporate securities.
Average Annual Returns
September 30, 2020
| | |
| 1-Year | Since Inception (10/10/2017) |
Upright Assets Allocation Plus Fund (UPAAX) | 18.64% | -7.90% |
Dow Jones Moderate US Portfolio Index (P60US) | 7.25% | 6.94% |
Bloomberg Barclays US Gov't/Credit Index (LUGCTRUU) | 8.03% | 5.90% |
Schedule of Investments
September 30, 2020
| | | | |
Description | | Quantity | | Market Value |
Equities | | | | |
Consumer 1.50% | | | |
Bed Bath & Beyond Inc. | 1,000 | | 14,980 |
| | | |
Drug Manufacturer-other 4.40% | | |
AbbVie Inc. | 500 | | 43,795 |
| | | |
Generic Drug 2.23% | | | |
Mylan N.V.* | 1,500 | | 22,245 |
| | | |
Semiconductor 7.59% | | | |
Silicon Motion Technology ADR | 2,000 | | 75,560 |
| | | |
IC Design 14.30% | | | |
Himax Technologies, Inc.* ADR | 40,000 | | 142,400 |
| | | | |
Internet Services 1.27% | | | |
Baidu, Inc.* ADR | 100 | | 12,659 |
| | | | |
Total Equities 31.29% | | | 311,639 |
| | | | |
Exchange Traded Fund 36.40% | | |
Direxion Daily Develop Market Bull | 500 | | 21,373 |
Direxion Daily Energy Bull 2X Shares | 550 | | 5,148 |
Direxion Daily Financial Bull 3X Shares | 1,100 | | 37,257 |
Direxion Daily MSCI Brazil Bull 2X Shares | 85 | | 5,608 |
Direxion Daily MSCI Emerging Markets Bull 3X Shares | 200 | | 11,530 |
Direxion Daily MSCI India Bull 2x Shares | 500 | | 15,750 |
Direxion Daily Real Estate Bull 3X Shares | 2,000 | | 20,060 |
Direxion Daily S&P500 Bull 3X Shares | 1,500 | | 78,991 |
Direxion Daily Small Cap Bull 3X Shares | 500 | | 15,300 |
Direxion Mid Cap Bull 3x Shares | 1,500 | | 32,550 |
iShares MSCI China ETF | 200 | | 14,834 |
iShares MSCI EAFE Value ETF | 200 | | 8,070 |
iShares Russell Mid-Cap Value ETF | 100 | | 8,084 |
KraneShares CSI China Internet | 400 | | 27,272 |
Vanguard FTSE All-World ex-US Small-Cap Index Fund ETF Shares | 100 | | 10,529 |
Vanguard FTSE Emerging Markets Index Fund ETF Shares | 700 | | 30,268 |
Vanguard Real Estate Index Fund ETF Shares | 200 | | 15,792 |
VictoryShares US Large Cap High Div Volatility Wtd | 100 | | 4,045 |
| | | | 362,461 |
| | | | |
Short Term Investments 8.12% | | |
First American Government Obligation Fund Class Z | 16,771 | | 16,771 |
First American Treasury Obligation Fund Class Z | 19,489 | | 19,490 |
Invesco Treasury Portfolio Institutional | 22,322 | | 22,322 |
Morgan Stanley Inst Liq Treasury Portfolio | 22,322 | | 22,322 |
| | | | 80,905 |
| | | | |
Total Investments (Cost $857,514) 75.81% | 755,005 |
| | | | |
Other Assets less Liabilities 24.19% | | | 240,798 |
| | | | |
Net Assets 100% | | | $995,803 |
*Non income producing securities
ADR – American Depository Receipt
See accompanying notes to financial statements
- 2 -
Upright Assets Allocation Plus Fund
Statement of Assets and Liabilities
September 30, 2020
| | | | | |
ASSETS: | |
| Investments, at market value | 755,005 |
(Identified cost $857,512) |
| Cash | 257,102 |
| Dividend receivable | 15 |
| | |
| | Total Assets | $1,012,122 |
| | | |
LIABILITIES: | |
| Investment adviser fees | 6,848 |
| Administrative fees | 2,470 |
| Custodian fees | 575 |
| Auditors and legal fees | 2,562 |
| Trustee fees | 1,026 |
| Registration fees | 932 |
| Insurance fees | 543 |
| Miscellaneous | 1,373 |
| | | |
| | Total Liabilities | $16,329 |
| | | | |
NET ASSETS | | | $995,803 |
| | |
NET ASSETS CONSIST OF: | | |
| Paid-in capital | 1,104,642 |
| Total distributable losses | (108,839) |
| | Net Assets (based on | $995,803 |
127,227 shares outstanding) |
| |
Net Asset Value and Redemption Price Per Share | $7.83 |
See accompanying notes to financial statements
- 3 -
Upright Assets Allocation Plus Fund
| | | | |
Statement of Operations |
From October 1, 2019 to September 30, 2020 |
| | |
| | |
INVESTMENT INCOME: | | |
| Dividend income | | 8,485 |
| Interest income | | 2,236 |
| | | | |
| | Total investment income | | 10,721 |
| | | | |
EXPENSES: | | | |
| Investment advisory fees | | 11,648 |
| Administrative fees | | 4,100 |
| Custodian fees | | 3,050 |
| Auditors and legal fees | | 2,562 |
| Blue sky fees | | 732 |
| Insurance fees | | 543 |
| Trustee fees | | 732 |
| Miscellaneous | | 2,996 |
| | Total expenses | | $26,561 |
| | | | |
NET INVESTMENT LOSS | | ($15,840) |
| | | | |
REALIZED AND UNREALIZED GAIN ON INVESTMENTS: | | |
| Net realized gain on investment securities | | 6,600 |
| Change in net unrealized appreciation on investments | | 157,591 |
| | | | |
| | Total realized and unrealized gains on investments-net | | $164,191 |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $148,351 |
See accompanying notes to financial statements.
- 4 -
Upright Assets Allocation Plus Fund
| | | | | | | |
Statement of Changes in Net Assets |
| | | | | |
| | Year Ended September 30 |
| | | 2020 | | 2019 |
OPERATIONS | | | |
| Net investment loss | (15,840) | | (11,432) |
| Net realized gain on investment transactions | 6,600 | | 1,601 |
| Net change in unrealized appreciation (depreciation) on investments | 157,591 | | (145,506) |
| | Net increase (decrease) in net assets from operations | | | |
| | $148,351 | | $(155,337) |
| Distributions to Shareholders | | | |
| | From realized gains from securities transactions | - | | - |
| | | | | |
CAPITAL SHARE TRANSACTIONS | | | |
| Proceeds from shares sold | 70,818 | | 162,222 |
| Payments for shares redeemed | 0 | | 0 |
| Reinvestment of distributions | 0 | | 0 |
| | Net increase in net assets from capital share transactions | 70,818 | | 162,222 |
| | | | | |
TOTAL INCREASE IN NET ASSETS | $219,169 | | 6,885 |
| | | | | |
NET ASSETS: | | | |
| Beginning of year | 776,634 | | 769,749 |
| End of year | $995,803 | | $776,634 |
| | | | | |
CHANGES IN SHARES OUTSTANDING | | | |
| Shares sold | 9,632 | | 22,342 |
| Shares reinvested | 0 | | 0 |
| Shares redeemed | 0 | | 0 |
| | Net increase in shares outstanding | 9,632 | | 22,342 |
See accompanying notes to financial statement
- 5 -
Upright Assets Allocation Plus Fund
| | | | | | | |
Financial Highlights |
Selected data for a share outstanding throughout each year |
| | | | | | | |
| | | Year Ended September 30 |
| | | 2020 | | 2019 | | 2018 |
PER SHARE DATA | | | | | | |
| Net asset value, beginning of year | | $6.60 | | $8.08 | | 10.00 |
| Investment operations: | | | | | | |
| Net investment loss | | (0.12) | | (0.11) | | (0.11) |
| Net realized and unrealized loss | | 1.35 | | (1.37) | | (1.81) |
| | | | | | | |
| Total from investment operations | | 1.23 | | (1.48) | | (1.92) |
| | | | | | | |
| Less distributions from net realized gains | | - | | - | | - |
| | | | | | | |
| Net asset value, end of period | | $7.83 | | $6.60 | | $8.08 |
| | | | | | | |
| TOTAL RETURN | | 18.64% | | (18.32)% | | (19.20)% |
| | | | | | | |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | |
| Net assets, end of period (thousands) | | $995,803 | | $776.63 | | $769.75 |
| Ratio of expenses to average net assets | | 2.89% | | 2.71% | | 1.75% |
| Ratio of net investment loss to average net assets | | (1.72)% | | (1.48)% | | (1.27)% |
| Portfolio turnover rate | | 5.03% | | 2.69% | | 52.53% |
Note: The Fund uses the average share method to calculate selected data per share, and average net assets to calculate the supplemental ratios throughout each year.
- 6 -
Upright Assets Allocation Plus Fund
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
1. ORGANIZATION
The Upright Investments Trust (the “Trust”) was organized as a business trust under the laws of the State of Delaware under a Certificate of Formation dated March 4, 1998, and is registered as an open end, diversified management Investment Company under the Investment Company Act of 1940. The Certificate of Formation provides for an unlimited number of authorized shares of beneficial interest, which may, without shareholder approval, be divided into an unlimited number of series of such shares. The Trust presently consists of three diversified investment portfolios. The principal investment objective of the Assets Allocation Plus Fund is to seek total return.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
In June 2009, the Financial Accounting Standards Board (“FASB”) codified its standards and accounting principles for financial statements issued after September 15, 2009. The accompanying financial statements make reference to GAAP issued by the FASB as Accounting Standards CodificationTM (“ASC”).
a)
Fair Value Measurements
ASC 820-10 establishes a three-tier framework for measuring fair value based upon a hierarchy of inputs. The three levels of inputs are:
Level 1 – Unadjusted quoted prices active in markets for identical investments.
Level 2 – Other significant observable inputs (including quoted prices for identical investments on an inactive market, prices for similar investments, interest rates, prepayment speeds, credit risk, yield curves, default risk and similar data.)
Level 3 – Significant unobservable inputs, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the investment, and would be based upon the best available information.
The following table summarizes the inputs used to value the Fund’s investments as of September 30, 2020.
| | |
Level 1 | | $755,005 |
Level 2 | | - |
Level 3 | | - |
Total | | $755,005 |
b)
Investment Valuation
All of the Fund’s investments consist of listed equity securities or money market funds. The listed equity securities are traded on a national securities exchange (or reported on the NASDAQ national market) and are valued at the last quoted sales price on the day the valuation is made. Price information on listed securities is taken from the exchange where the security is primarily traded. Equity securities which are listed on an exchange but which are not traded on the valuation date are valued at the current bid prices.
Money market funds are valued at their closing net asset value on the day the valuation is made.
c)
Federal Income Taxes - The Fund’s policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.
Tax basis components of distributable earnings - There is no undistributed ordinary income.
Distributions to Shareholders - Distributions from net investment income, if any, are declared and paid annually. Distributions of the Fund’s net realized capital gains, if any, are declared at least annually. Distributions are recorded on the Ex-dividend date.
The fund may periodically make reclassifications among certain of its capital accounts as a result of the timing and characterization of certain income and capital gains distributions determined in accordance with federal tax regulations, which may differ from GAAP. These reclassifications are due to differing treatment for items such as deferral of wash sales and net operating losses.
d)
Other - Investment and shareholder transactions are recorded on the trade date. Gains and losses
on securities transactions are determined on the basis of identified cost. Dividend income is recognized on the ex-dividend date or as soon as information is available to the Fund, and interest income is recognized on an accrual basis.
e)
Repurchase Agreements - In connection with transactions in repurchase agreements, it is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Company may be delayed or limited. The Fund did not enter any repurchase agreements during 2020 or 2019.
f)
Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
g)
Securities Sold Short - The Fund may make short sales. A short sale involves selling a security which the Fund does not own. The proceeds received for short sales are recorded as liabilities and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position on the day of determination. The Fund records a realized gain or loss when the short position is closed out. The Fund does not have any open short positions on September 30, 2020.
h)
Securities Purchased on Margin – The Fund may purchase securities on margin in which case the Fund does not fully pay for securities purchased and borrows amounts to settle the purchase. No securities were purchased on margin during the year ended on September 30, 2020. During this period, the fund paid no margin interest.
3. INVESTMENT TRANSACTIONS
The aggregate amounts of security transactions during the year ended September 30, 2020 (excluding repurchase agreements and short-term securities), were as follows:
| | | |
| Other than U.S. Govt. Securities |
| U.S. Govt. Securities |
Purchases | $151,225 | | - |
Proceeds from sales | $27,068 | | - |
As of September 30, 2020, the gross unrealized appreciation for all securities totaled $114,655 and the gross unrealized depreciation for all securities totaled $(217,164) for a net unrealized depreciation of $(102,509) for tax purposes. The aggregate cost of securities including cash and money funds on September 30, 2020 was $857,514.
4. INVESTMENT ADVISORY AND OTHER AGREEMENTS
The Fund has entered into an Investment Advisory Agreement with Upright Financial Corporation (“Adviser”). Pursuant to its Investment Advisory Agreement with the Fund, the Adviser is entitled to receive a fee, calculated at an annual rate of 1.50% of its daily net assets. The Fund has accrued $6,848 of adviser fees through September 30, 2020. During the period ended September 30, 2020 the Fund incurred $11,648 in advisory fees.
Upright Financial Corporation is the Fund’s administrator (the “Administrator”). As compensation for services rendered to the Fund, the Administrator is entitled to receive a fee. The Fund shall pay to the Administrator at the end of each calendar month a fee at the annual rate of 0.45% of the Fund’s average daily net assets for the first $10 million of average daily net assets, 0.40% of the Fund’s average daily net assets for average daily net assets between $10 million to $20 million, and 0.35% of the Fund’s average daily net assets for average daily net assets over $20 million.
The Fund has accrued $2,470 of administrative fees through September 30, 2020. During the period ended September 30, 2020, the Fund incurred $4,031 in administrative fees.
Mutual Shareholder Services serves as transfer agent and US Bank serves as custodian.
David Y.S. Chiueh is an officer of Upright Financial Corporation, the Fund Adviser. He is also an officer and trustee of the Fund
5. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
As of September 30, 2020, the components of distributable earnings on a tax basis were as follows:
| |
Accumulated net realized loss as investments | $(6,330) |
Unrealized depreciation on investments | $(102,509) |
Total distributable losses | $(108,839) |
The tax character of distributions paid for the period ended September 30, 2019 and 2020 was as follows:
| | | |
| Ordinary Income | Net Long Term Capital Gains | Total Distributions |
9/30/20 | - | - | - |
9/30/19 | - | - | - |
6. SUBSEQUENT EVENTS
Management has determined that no material events or transactions occurred through the date on which these financial statements were issued that would require recognition or disclosure in these financial statements.
- 7 -
Upright Assets Allocation Plus Fund
Boyle CPA, LLC
Certified Public Accountants & Consultants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and
Shareholders of Upright Assets Allocation Plus Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Upright Assets Allocation Plus Fund (the “Fund”) as of September 30, 2020, the related statements of operations for the year ended September 30, 2020, changes in nets assets for each of the two years in the period ended September 30, 2020, and the financial highlights for the each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2020, and the results of its operations for the year ended September 30, 2020, and the changes in net assets and financial highlights for each of the two years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights 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 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2020, by correspondence with the custodian and broker, or by other appropriate auditing procedures where replies from brokers were not received. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audit provides a reasonable basis for our opinion.
/s/ Boyle CPA, LLC
We have served as the Company’s auditor since 2018
Bayville, NJ
December 21, 2020
361 Hopedale Drive SE
P (732) 822-4427
Bayville, NJ 08721
F (732) 510-0665
- 8 -
Upright Assets Allocation Plus Fund
(unaudited)
Availability of Quarterly Schedule of Investments
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form NPort-Ex. The Fund’s Forms NPort-Ex are available on the SEC's Web site at http://www.sec.gov. The Fund’s Forms NPort-Ex may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330
FUND EXPENSES
A shareholder of each Fund incurs two types of costs: (1) transaction costs, such as sales charge if applied, and (2) ongoing costs, including investment advisory fees and other fund expenses. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, April 1, 2020 through September 30, 2020.
Actual Expenses
The first line of the table below provides information about actual account values and actual expense. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000, then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Fund’s actual returns. The hypothetical account value and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
| | | |
Upright Asset Allocation Fund |
| | | |
| Beginning Account Value | Ending Account Value | Expenses Paid During the Period* |
| April 1, 2020 | September 30, 2020 | April 1, 2020 to September 30, 2020 |
| | | |
Actual | $1,000.00 | $1,186.36 | $15.80 |
Hypothetical | | | |
(5% Annual Return before expenses) | $1,000.00 | $1,010.55 | $14.53 |
| | | |
* Expenses are equal to the Fund's annualized expense ratio of 2.89%, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). |
- 9 -
Upright Assets Allocation Plus Fund
Security Holdings by Industry Sector
September 30, 2020
(unaudited)
The following chart gives a visual breakdown of the Fund by industry sectors. The underlying securities represent a percentage of the portfolio investments.
![[upaax2020annual004.gif]](https://capedge.com/proxy/N-CSR/0001162044-20-001569/upaax2020annual004.gif)
The pie chart calculation is based on Total Investments of $995,793
- 10 -
Upright Assets Allocation Plus Fund
(unaudited)
Approval of the Advisory Contract
Approval of Investment Advisory Contract. At a meeting held on June 21, 2019, the Board of Trustees, including the Independent Trustee, unanimously renewed the Investment Advisory Agreement between the Fund and the Adviser. To assist the Board in their evaluation of the Investment Advisory Agreement, the Board was supplied with supporting information from the Adviser in advance of the meeting. The following describes the material factors and conclusions that formed the basis for the Board's approval of the New Investment Management Agreement.
Fund and Adviser Performance. The Board reviewed the performance returns of the Fund as compared with various benchmarks for different time periods. Specifically, they were presented with average annual total returns of the Fund for various time periods, as compared to the returns of a peer group of funds and the S&P 500 Index. The Trustees noted that the Fund's performance compared favorably to the peer group, and its relevant benchmark on a consistent basis. The Board also took into consideration that the Fund tended to outperform its peers in both up and down markets. Finally, the Board noted the Fund's low portfolio turnover rate and its high tax efficiency ranking. The Board concluded that the Fund's performance history makes a compelling case that the Adviser had consistently and successfully managed the Fund in accordance with its stated objectives.
Nature, Quality, and Extent of Services Provided. When discussing the nature, quality and extent of services that the Adviser provides the Fund, it was noted that, in addition to managing the Fund's portfolio, essentially all of the business of operating the Fund is conducted by the Adviser. The Board also analyzed the Adviser's experience and the capabilities of the portfolio manager. The Board noted that the level of shareholder redemptions historically has been extremely low, which they concluded is a reflection of the quality of the services provided by the Adviser. Taking into account the personnel involved in servicing the Fund, as well as an impressive shareholder redemption ratio, the Board concluded that the services provided to the Fund by the Adviser were superior.
Comparison with Other Contracts and Other Clients. The Board discussed at length the advisory fee of 1.5% of daily net assets and approved the change of the rate.
The Board noted that while that the Adviser received an Administrative Fee of 0.45% of daily net assets, the fee was well below the level necessary to cover expenses. Starting from 10/01/2017, the rate was changed as follows. The Fund shall pay the Administrator at the end of each calendar month a fee at the annual rate of 0.45% of the Fund’s average daily net assets for the first $10 million of average daily net assets, 0.40% of the Fund’s average daily net assets for average daily net assets between $10 million to $20 million, and 0.35% of the Fund’s average daily net assets for average daily net assets over $20 million.
Cost of Services and Profits to be realized by the Adviser. In considering the profits realized by the Adviser, the Board found that while the Adviser was realizing a reasonable profit from its advisory services to the Fund, it was incurring losses on the administrative services it provided to the Fund. Consequently, the Board concluded that the Adviser was merely breaking even on its overall relationship with the Fund.
Economies of Scale. The Trustees received and considered information regarding whether the Adviser had realized economies of scale with respect to the management of the Fund, whether the Fund had appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board noted that the Fund's total expense ratio has generally declined as net assets have increased. The Board also noted that the Adviser's profitability has remained low. Noting that Fund shareholders have benefited from economies of scale as the Fund's net assets have grown due to the efforts of the administrator and the Adviser, the Board concluded that the Fund's fee structure is reasonable and that economies of scale have been realized by shareholders despite the absence of asset-level breakpoints.
Other Benefits. The Board considered other benefits to the Adviser as a result of its relationship to the Fund. Aside from the management fee, the Board considered the Adviser's receipt of an administrative fee. After reviewing the administrative services provided by the Adviser, the Board considered this benefit to be reasonable. The Adviser does not receive soft dollar credits, nor does it execute portfolio transactions through affiliated brokers.
The Board did not identify any single factor discussed previously as all-important or controlling in their determination to renew the Investment Advisory Agreement. The Board, including the Independent Trustee, unanimously concluded that the terms of the Investment Advisory Agreement are fair and reasonable and that the Adviser's fees are reasonable in light of the services provided to the Fund and the benefits received by the Advisor.
Mr. David Chiueh owns 100% of the stock of the Advisory, Upright Financial Corporation.
Proxy Voting Guidelines.
Because the Fund holds only extremely small positions in the voting securities of any issuer, the board reconfirmed on April 25, 2014 that there was limited value to voting any of the Fund's shares and decided not to exercise the Fund's right to vote. No votes have been cast on securities by the Fund during the reporting period. However, if the fund is to obtain larger positions in the voting securities of any issuer or if the board decides to exercise its right to vote, the process will follow the procedures as described in the fund prospectus. A record of the Fund’s proxy votes for the most recent twelve month period ended June 30, are available without charge, upon request, by calling collect, 1-973-533-1818, or by accessing the SEC’s website at www.sec.gov.
Trustees and Officers (unaudited)
The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until the termination of the Trust, unless the Trustee dies, resigns, retires or is removed. A majority of Upright‘s board members are independent, meaning that they have no affiliation with Upright or the funds they oversee.
The Fund is part of a “fund complex”. The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the Investment Company Act of 1940.
| | | |
Name, Address and Year of Birth | Position(s) Held With the Trust | Principal Occupations During Past 5 Years | Other Directorships Held by Trustee |
David Y.S. Chiueh1 349 Ridgedale Ave, East Hanover, NJ 07936
Year of Birth: 1957 | Trustee since 1998; Chairman of the Board and Chief Executive Officer since 1998 | President of the Investment Adviser since 1990; He held the license of Certified Financial Planner since 1991. | None |
1 David Y.S Chiueh is “interested persons” of the Trust because he is officer of the Trust. In addition, he may be deemed to be “interested persons” of the Trust because he is officer of the Fund’s adviser.
The following table provides information regarding each Trustee who is a “Non-interested person” of the Trust, as defined in the Investment Company Act of 1940.
Independent Trustees (unaudited)
| | | | | |
Name, Address and Year of Birth | Position(s) Held with the Trust
| Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Directorships Held by Trustee |
Alice Chen 349 Ridgedale Ave East Hanover NJ 07936 Year of Birth: 1962 | Trustee and Financial Officer | Since November 2009/ Indefinite | Controller, Great China Chartering & Agency Corp. at New Jersey & Shanghai, China Senior Administrator, J&M Manufacturing Corp, New Jersey | 3 | None |
Evelyn Kung 349 Ridgedale Ave East Hanover NJ 07936 Year of Birth: 1957 | Trustee | Since August 2018/ Indefinite | Active CPA practitioner/business owner since 1989 | 3 | None |
Marco Yeh 349 Ridgedale Ave East Hanover NJ 07936 Year of Birth: 1962 | Trustee | Since August 2018/ Indefinite | Eunice Industry Corp. City of Industry, CA
President 2007 | 3 | None |
The Statement of Additional Information includes additional information about the Trustees and is available without charge upon request by calling the Fund at 973-533-1818.
Investment Adviser & Administrator
Upright Financial Corporation
349 Ridgedale Ave.
East Hanover, NJ 07936
Custodian
US Bank
1555 N. River Center Drive
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Boyle CPA, LLC
361 Hopedale Drive SE
Bayville, NJ 08721
Transfer Agent
Mutual Shareholder Services
8000Town Centre Drive, Suite 400
Broadview Heights, OH 44147
Trustees
David Y.S. Chiueh
Alice Chen
Evelyn Kung
Chao Cho Yeh
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 : /s/ David Y.S. Chiueh
David Y.S. Chiueh
Trustee
Date: December 21, 2020
By : /s/ David Y.S. Chiueh
David Y.S Chiueh
Chief Financial Officer
Date: December 21, 2020
Item 2. Code of Ethics.
(a) 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.
(b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) Amendments
During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.
Item 3. Audit Committee Financial Expert.
The current head of the Audit Committee is Ms. Alice Chen, who is qualified as financial expert under current SEC regulations. She has more than 20 years of experience in the field. Each member of the audit committee is “independent”, as that term is defined under applicable law. The audit committee meets annually with the independent accountant (CPA) and executive officers of the Company. The audit committee reviews, among other matters, the accounting principles being applied by the Company in financial reporting, the scope and adequacy of internal controls, and the responsibilities and fees of the independent accountants. The recommendations of the audit committee are reported to the full Board.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
FY 2020
$2,000
(b) Audit-Related Fees
FY 2020
$ 0
Nature of the fees:
N/A
(c) Tax Fees
FY 2020
$ 0
Nature of the fees:
N/A
(d) All Other Fees
FY 2020
$ 0
Nature of the fees:
N/A
(e)
(1) Audit Committee’s Pre-Approval Policies
The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2) Percentages of Services Approved by the Audit Committee
Audit-Related Fees:
100 %
Tax Fees:
100 %
All Other Fees:
100 %
(f)
During audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and 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:
FY 2020
$ 0
FY 2019
$ 0
(h) The registrant's audit committee has not considered whether the provision of 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, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Companies. Not applicable.
Item 6. Schedule of Investments.
Not applicable – schedule filed with Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable.
Item 8. Portfolio Managers of Closed-End Funds. Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of directors.
Item 11. Controls and Procedures.
(a) Based on an evaluation of the registrant’s disclosure controls and procedures as of September 30, 2020, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) EX-99.CODE ETH. Filed herewith.
(a)(2) EX-99.CERT. Filed herewith.
(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.
(b) EX-99.906CERT. Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Upright Investments Trust
By /s/David Y.S. Chiueh
*David Y.S. Chiueh
Chief Executive Officer
Date: December 21, 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 /s/David Y.S. Chiueh
*David Y.S. Chiueh
Chief Executive Officer
Date: December 21, 2020
By : /s/ David Y.S Chiueh
David Y.S. Chiueh
Chief Financial Officer
Date: December 21, 2020
* Print the name and title of each signing officer under his or her signature.
- 11 -
_____________________________________________________________________________________________
ANNUAL REPORT
_____________________________________________________________________________________________
Upright Growth and Income Fund
_____________________________________________________________________________________________
September 30, 2020
_____________________________________________________________________________________________
TABLE OF CONTENTS
Letter to Shareholders…………………………………………………………………………………………3
Schedule of Investments ……………………………………………………………….……………………..7
Statement of Assets and Liabilities……………………………………………………………………………9
Statement of Operations…………………………………………………………………….………………..10
Statements of Changes in Net Assets………………………………………………………….…………..…11
Financial Highlights……………………………………………………………………………………..…...12
Notes to Financial Statements……………………………………………………………………………..…13
Fund Expenses...………………………………………………………………………………………..…….16
Security Holdings by Industry Sector………………………………………………………………………..17
Trustees and Officers………………………………………………………………………………………...19
Upright Growth and Income Fund
Dec 8, 2020
Dear Valued Shareholder
We would like to present the Annual Report of Upright Growth and Income Fund for the fiscal year ended September 30, 2020. The Fund increased 21.03% before taxes, versus the Dow Jones US Total Stock Market Index (DWCF) gain of 14.54%.
Market Review
There was unprecedented wild volatility in the stock market during the first quarter as the pandemic was unfolding. Numerous media outlets added fuel to the fire by reporting that we are heading into a prolonged recession in the magnitude not unlike 1929. The market dutifully reacted accordingly for a short period, during which time the stock market halted trading temporarily on a number of occasions when the “circuit breaker” was tripped due to rapid sell-off that dipped below a certain threshold. Even Warren Buffett said he never had such scenario played out in his lifetime.
Covid 19 caused the S&P 500 to lose around 37% in the first one and half months. This is an even bigger drop than during the 2008 financial crisis.
How did we respond to this pandemonium? We remained calm and used our past experience to handle this chaos. We were also guided by science, the stock market indices of the past 100 years, to help weather this storm. It was an uncomfortable time but we did not sell in panic. On the contrary, we bought some at the bottom while turning upward.
In mid-March, the market made an unexpected vertical rebound. This year, with doubts on many people’s minds, the market is ending strong with impressive results. This is like a déjà vu of 2019, market drops dramatically and unexpectedly, many nervous investors sell in a panic, then a good rebound ensues.
As stated before, there were some anxieties behind such drastic fluctuations. We believe that after ten years of market growth, the stock prices are at a reasonable, and even at a slightly higher price range. And every bit of news could send the market reeling.
Some people question whether there are signs of a bubble in the market due to historic high valuations, such as S&P 500, pushing up the P/E ratio of US stocks. At the end of September 2020, the P/E ratio of US stocks is around 34, very close to the Shiller P/E ratio of 31, which is much higher than the historical average of about 16.
The stock price is not cheap, but the current 10-year bond rate is also at a relative historical low of about 0.68, dropping from 1.7% one year ago due to Fed’s unlimited quantitative easing during Covid 19. The dividend provided by the S&P 500 is close to 1.75% in September. So we believe that although US stocks are not cheap, there will not be a crash like the 2008 financial tsunami.
We continue to hold the same view as a year ago that when the market hits record highs, it is often due in large part to technological advancements, efficiency improvements, and the advent of the 5G communication era, all contributing to increased productivity of technology. With AI, driverless cars, electric vehicles and the application of virtual reality, we estimate that the stock market will advance in a turbulent wave. That said, we also pay close attention to the rationality of the stock market valuation.
Portfolio review
The main reason for the good performance this year has to do with the following holdings that are finally showing their growth momentum that we have been waiting for a while. These are Apple, a strong 72% growth, NVDA which delivered about three times growth in the past fiscal year, and Himax, which also joined this parade, finally, as we kept mentioning before that it will turn when the time is ready. It seems we are seeing light at the end of the tunnel especially when Himax announced earnings growth for three consecutive quarters in a row. We also bought ETFs when they were oversold and have shown outstanding returns.
However, the pharmaceutical industry, with significant holding on TEVA, is still under the trading range but should have reached its bottom. We also estimate that there will be a good opportunity for the stock to climb in the next few years. It does challenge the investor’s patience. But we still believe its fair price will arrive as our other holdings did in 2020.
Conclusion
Do not let short-term uncertainty derail long-term investment goal. Periods of ambivalence can present challenges. Correction is also inevitable for the market that is continually reaching new highs. We deem it healthy and necessary, while at the same time we pay close attention to market and stock valuations. We appreciate your trust and business, more so when facing headwinds, and will always strive to achieve outstanding performance.
Sincerely,
David Y. S. Chiueh
Portfolio Manager
![[upddx2020annual002.gif]](https://capedge.com/proxy/N-CSR/0001162044-20-001569/upddx2020annual002.gif)
This chart reflects a comparison in the change in value of a hypothetical $10,000 investment in the Fund, including reinvested dividends and distributions, compared with a broad-based securities market index. Returns shown assume reinvestment of all dividends. Performance reflects expense reimbursements and fee waivers in effect and do not reflect the sales charges. Absent expense reimbursement and fee waivers, total returns would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
Dow Jones US Total Stock Market Index (DWCF) - The Dow Jones U.S. Total Stock Market Index, a member of the Dow Jones Total Stock Market Indices family, is designed to measure all U.S. equity issues with readily available prices.
Bloomberg Barclays US Gov't/Credit Index (LUGCTRUU) - It is a broad-based flagship benchmark that measures the non-securitized component of the US Aggregate Index. The index includes investment grade, US dollar-denominated, fixed-rate treasuries, government-related and corporate securities.
Average Annual Returns
For the Periods ended September 30, 2020
| | |
| 1-Year | Since Inception (10/10/2017) |
Upright Growth & Income Fund (UPDDX) | 21.03% | -5.07% |
Dow Jones US Total Stock Market Index (DWCF) | 14.54% | 11.08% |
Bloomberg Barclays US Gov't/Credit Index (LUGCTRUU) | 8.03% | 5.90% |
Schedule of Investments
As of September 30, 2020
| | | | |
Description | | Shares | | Market Value |
Equities | | | | |
Consumer 2.66% | | | | |
Bed Bath & Beyond Inc. | | 1,500 | | 22,470 |
Tapestry, Inc. | | 300 | | 4,689 |
| | | | 27,159 |
Drug Manufacturer-other 6.92% | | | | |
AbbVie Inc. | | 600 | | 52,554 |
Teva Pharmaceutical Industries Limited* ADR | | 2,000 | | 18,020 |
| | | | 70,574 |
Electrical Industry 0.61% | | | | |
General Electric Company | | 1,000 | | 6,230 |
| | | | |
Electronic Equipment 4.54% | | | | |
Apple Inc. | | 400 | | 46,324 |
| | | | |
Financial Services 5.83% | | | | |
Goldman Sachs Group Inc | | 200 | | 40,194 |
J P Morgan Chase & Company | | 200 | | 19,254 |
| | | | 59,448 |
| | | | |
Healthcare Services 1.72% | | | | |
CVS Health Corporation | | 300 | | 17,520 |
| | | | |
Leisure 2.43% | | | | |
The Walt Disney Company | | 200 | | 24,816 |
| | | | |
Oil 1.01% | | | | |
Exxon Mobil Corporation | | 300 | | 10,299 |
| | | | |
Pharmaceutical 1.76% | | | | |
Walgreens Boots Alliance, Inc. | | 500 | | 17,960 |
| | | | |
Semiconductor 13.51% | | | | |
Nvidia Corp | | 150 | | 81,183 |
Silicon Motion Technology Corporation | | 1,500 | | 56,670 |
| | | | 137,853 |
IC Design 17.44% | | | | |
Himax Technologies, Inc.* ADR | | 50,000 | | 178,000 |
| | | | |
Total equities – 58.43% | | | | 596,183 |
| | | | |
Exchange Traded Fund 16.23% | | | | |
Direxion Daily Aerospace & Defense Bull 3X | | 1,500 | | 15,600 |
Direxion Daily Industrials Bull 3X Shares | | 1,000 | | 19,570 |
Direxion Daily Pharmaceutical & Medical Bull 3X Shares ETF | | 1,000 | | 15,390 |
Direxion Daily Real Estate Bull 3X Shares | | 2,000 | | 20,060 |
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 2X Shares | | 150 | | 25,668 |
Direxion Financial Bull 3x | | 1,300 | | 44,031 |
Direxion Mid Cap Bull 3x Shares | | 1,000 | | 21,700 |
ProShares S&P 500 Dividend Aristocrats ETF | | 50 | | 3,607 |
| | | | 165,626 |
| | | | |
Short-term Investments – 2.20% | | | | |
Invesco Treasury Portfolio Institutional | | 22,413 | | 22,413 |
| | | | |
Total Investments (Cost 873,292) 76.86% | | | | 784,222 |
Other Assets less Liabilities 23.14% | | | | 236,191 |
Net Assets 100% | | | | 1,020,413 |
*Non Income producing securities
ADR – American Depository Receipt
See accompanying notes to financial statements
- 2 -
Upright Growth and Income Fund
Statement of Assets and Liabilities
September 30, 2020
| | | | |
ASSETS | | |
| Investments, at market value | | 784,222 |
| (Identified cost $873,292) | | |
| Cash | | 255,614 |
| Accrued dividends receivable | | 180 |
| | | | |
| | Total Assets | | $1,040,016 |
| | | | |
LIABILITIES | | |
| Accrued Investment adviser fees | | 8,279 |
| Accrued Administrative fees | | 2,587 |
| Accrued Custodian fees | | 1,182 |
| Accrued Auditor and legal fees | | 2,569 |
| Accrued Trustee fees | | 1,170 |
| Accrued Insurance fees | | 732 |
| Miscellaneous | | 3,084 |
| | | | |
| | Total Liabilities | | $19,603 |
| | | | |
NET ASSETS | | $1,020,413 |
| | | | |
NET ASSETS CONSIST OF | | |
| Paid-in capital | | 1,093,226 |
| Total distributable losses | | (72,813) |
| | Net Assets (based on 123,987 shares outstanding) | | $1,020,413 |
| | | | |
Net Asset Value, redemption price per share | $8.23 |
See accompanying notes to financial statements.
- 3 -
Upright Growth and Income Fund
| | | |
Statement of Operations |
From October 1, 2019 to September 30, 2020 |
|
INVESTMENT INCOME | |
| Dividend income | 10,186 |
| Interest income | 2,031 |
| | Total investment income | $12,217 |
| | | |
EXPENSES | |
| Investment advisory fees | 13,890 |
| Administrative fees | 4,167 |
| Custodian fees | 3,597 |
| Auditors and legal fees | 2,562 |
| Trustee fees | 1,098 |
| Blue sky fees | 732 |
| Miscellaneous | 4,663 |
| | Total expenses | $30,709 |
NET INVESTMENT LOSS | $(18,492) |
| | | |
REALIZED AND UNREALIZED GAIN or (LOSS) ON INVESTMENTS | |
| Net realized gain or (loss) on investment securities | 0 |
| Change in net unrealized appreciation on investments | 187,899 |
| | | |
| | Total realized and unrealized gain on investments-net | $187,899 |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $169,407 |
See accompanying notes to financial statements.
- 4 -
Upright Growth and Income Fund
| | | | | | |
Statement of Changes in Net Assets |
| | | | | | |
| | | | Year Ended September 30 |
| | | | 2020 | | 2019 |
OPERATIONS | | | | |
| Net investment loss | | ($18,492) | | ($10,835) |
| Net realized gain on investment transactions | | 0 | | $5,870 |
| Net change in unrealized appreciation (depreciation) on investments | | 187,899 | | ($162,328) |
| | | | | | |
| | Net increase (decrease) in net assets from operations | | $169,407 | | ($168,293) |
| Distributions to Shareholders | | | | |
| | From short term capital gains in securities transactions | | - | | ($13678) |
| | | | | | |
CAPITAL SHARE TRANSACTIONS | | | | |
| Proceeds from shares sold | | $71,616 | | $164,481 |
| Payments for shares redeemed | | - | | - |
| Reinvestment of distributions | | - | | $13,678 |
| | Net increase in net assets from capital share transactions | | $71,616 | | $178,159 |
| | | | | | |
TOTAL INCREASE (DECREASE) IN NET ASSETS | | $241,023 | | ($3,812) |
| | | | | | |
NET ASSETS: | | | | |
| Beginning of year | | $779,390 | | $783,202 |
| End of year | | $1,020,413 | | $779,390 |
| | | | | | |
CHANGES IN SHARES OUTSTANDING | | | | |
| Shares sold | | 9,356 | | 23,447 |
| Shares reinvested | | 0 | | 0 |
| Shares redeemed | | 0 | | 0 |
| | Net increase in shares outstanding | | 9,356 | | 23,447 |
See accompanying notes to financial statements.
- 5 -
Upright Growth and Income Fund
| | | | | | |
Financial Highlights |
Selected data for a share outstanding throughout each year |
| | | | | | |
| | Year End September 30 |
|
| | 2020 | | 2019 | | 2018 |
PER SHARE DATA | | | | | |
| Net asset value, beginning of year | $ 6.80 | | $ 8.59 | | $ 10.00 |
| Investment operations: | | | | | |
| Net investment income | -0.15 | | -0.11 | | -0.18 |
| Net realized and unrealized gain (loss) on investments | 1.58 | | -1.53 | | 1.26 |
| | | | | | |
| Total from investment operations | 1.43 | | -1.64 | | -1.44 |
| | | | | | |
| Less distributions from net realized gains | 0 | | -0.15 | | 0 |
| | | | | | |
| Net asset value, end of period | 8.23 | | 6.80 | | 8.59 |
| | | | | | |
| TOTAL RETURN | 21.03% | | -19.22% | | -14.40% |
| | | | | | |
SUPPLEMENTAL DATA AND RATIOS: | | | | | |
| Net assets, end of period (thousands) | 1,020.41 | | 779.39 | | 783.2 |
| Ratio of net expenses to average net assets | 3.29% | | 2.86% | | 2.34% |
| Ratio of net investment loss to average net assets | -1.98% | | -1.51% | | -1.89% |
| Portfolio turnover rate | 0% | | 8.04% | | 31.38% |
Note: The Fund uses the average share method to calculate selected data per share, and average net assets to calculate the supplemental ratios throughout each year.
- 6 -
Upright Growth and Income Fund
- 7 -
Upright Growth and Income Fund
NOTES TO FINANCIAL STATEMENTS
September 30, 2020
1. ORGANIZATION
The Upright Investments Trust (the “Trust”) was organized as a business trust under the laws of the State of Delaware under a Certificate of Formation dated March 4, 1998, and is registered as an open end, diversified management Investment Company under the Investment Company Act of 1940. The Certificate of Formation provides for an unlimited number of authorized shares of beneficial interest, which may, without shareholder approval, be divided into an unlimited number of series of such shares. The Trust presently includes the Upright Growth and Income Fund (the “Fund”). The principal investment objective of the Fund is to provide long-term growth of capital, with income as a secondary objective.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
a)
Fair Value Measurements
ASC 820-10 establishes a three-tier framework for measuring fair value based upon a hierarchy of inputs. The three levels of inputs are:
Level 1 – Unadjusted quoted prices active in markets for identical investments.
Level 2 – Other significant observable inputs (including quoted prices for identical investments on an inactive market, prices for similar investments, interest rates, prepayment speeds, credit risk, yield curves, default risk and similar data.)
Level 3 – Significant unobservable inputs, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the investment, and would be based upon the best available information.
The following table summarizes the inputs used to value the Fund’s investments as of September 30, 2020.
| | |
Level 1 | | $784,222 |
Level 2 | | - |
Level 3 | | - |
Total | | $784,222 |
b)
Investment Valuation
All of the Fund’s investments consist of listed equity securities or money market funds. The listed equity securities are traded on a national securities exchange (or reported on the NASDAQ national market) and are valued at the last quoted sales price on the day the valuation is made. Price information on listed securities is taken from the exchange where the security is primarily traded. Equity securities which are listed on an exchange but which are not traded on the valuation date are valued at the current bid prices.
Money market funds are valued at their closing net asset value on the day the valuation is made.
c)
Federal Income Taxes - The Fund’s policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.
Tax basis components of distributable earnings - There is no undistributed ordinary income.
Distributions to Shareholders - Distributions from net investment income, if any, are declared and paid annually. Distributions of the Fund’s net realized capital gains, if any, are declared at least annually. Distributions are recorded on the Ex-dividend date.
The fund may periodically make reclassifications among certain of its capital accounts as a result of the timing and characterization of certain income and capital gains distributions determined in accordance with federal tax regulations, which may differ from GAAP. These reclassifications are due to differing treatment for items such as deferral of wash sales and net operating losses.
Other - Investment and shareholder transactions are recorded on the trade date. Gains and losses on securities transactions are determined on the basis of identified cost. Dividend income is recognized on the ex-dividend date or as soon as information is available to the Fund, and interest income is recognized on an accrual basis.
d)
Repurchase Agreements - In connection with transactions in repurchase agreements, it is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Company may be delayed or limited. The Fund did not enter any repurchase agreements during 2020 or 2019.
e)
Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
f)
Securities Sold Short - The Fund may make short sales. A short sale involves selling a security which the Fund does not own. The proceeds received for short sales are recorded as liabilities and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position on the day of determination. The Fund records a realized gain or loss when the short position is closed out. The Fund does not have any open short positions on September 30, 2020.
g)
Securities Purchased on Margin – The Fund may purchase securities on margin in which case the Fund does not fully pay for securities purchased and borrows amounts to settle the purchase. No securities were purchased on margin during the year ended on September 30, 2020. During this period, the fund paid no margin interest.
3. INVESTMENT TRANSACTIONS
The aggregate amounts of security transactions during the year ended September 30, 2020 (excluding repurchase agreements and short-term securities), were as follows:
Other than
U.S. Govt. U.S. Govt.
Securities Securities
Purchases
$150,518
0
Proceeds from sales 0
0
As of September 30, 2020, the gross unrealized appreciation for all securities totaled $154,954 and the gross unrealized depreciation for all securities totaled $(244,024) for a net unrealized depreciation of $(89,070) for tax purposes. The aggregate cost of securities including cash and money funds on September 30, 2020 was $873,292.
4. INVESTMENT ADVISORY AND OTHER AGREEMENTS
The Fund has entered into an Investment Advisory Agreement with Upright Financial Corporation (“Adviser”). Pursuant to its Investment Advisory Agreement with the Fund, the Adviser is entitled to receive a fee, calculated at an annual rate of 1.50% of its daily net assets. The Fund has accrued $8,279 of adviser fees through September 30, 2020. During the period ended September 30, 2020 the Fund incurred $13,890 in advisory fees.
Upright Financial Corporation is the Fund’s administrator (the “Administrator”). As compensation for services rendered to the Fund, the Administrator is entitled to receive a fee. The Fund shall pay to the Administrator at the end of each calendar month a fee at the annual rate of 0.45% of the Fund’s daily net assets for the first $10 million of daily net assets, 0.40% of the Fund’s daily net assets for daily net assets between $10 million to $20 million, and 0.35% of the Fund’s daily net assets for average daily net assets over $20 million.
The Fund has accrued $2,587 of administrative fees through September 30, 2020. During the period ended September 30, 2020, the Fund incurred $4,167 in administrative fees.
The investment advisor has paid the trustees fees personally. Accordingly, the trustee’s fees payable is due to him.
Mutual Shareholder Services serves as transfer agent and US Bank serves as custodian.
David Y.S. Chiueh is an officer of Upright Financial Corporation, the Fund Adviser. He is also an officer and trustee of the Fund
5. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
As of September 30, 2020, the components of distributable earnings on a tax basis were as follows:
| |
Accumulated net realized gain as investments | $16,257 |
Unrealized depreciation on investments | $(89,070) |
Total distributable losses | $(72,813) |
The tax character of distributions paid for years ended September 30, 2019 and 2020 was as follows:
| | | |
| Ordinary Income | Net Long Term Capital Gains | Total Distributions |
9/30/2019 | $13,678 | - | $13,678 |
9/30/2020 | - | - | - |
6. SUBSEQUENT EVENTS
Management has determined that no material events or transactions occurred through the date on which these financial statements were issued that would require recognition or disclosure in these financial statements.
- 8 -
Upright Growth and Income Fund
Boyle CPA, LLC
Certified Public Accountants & Consultants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and
Shareholders of Upright Growth and Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Upright Growth and Income Fund (the “Fund”) as of September 30, 2020, the related statements of operations for the year ended September 30, 2020, changes in nets assets for each of the two years in the period ended September 30, 2020, and the financial highlights for the each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2020, and the results of its operations for the year ended September 30, 2020, and the changes in net assets and financial highlights for each of the two years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights 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 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2020, by correspondence with the custodian and broker, or by other appropriate auditing procedures where replies from brokers were not received. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audit provides a reasonable basis for our opinion..
/s/ Boyle CPA, LLC
We have served as the Company’s auditor since 2018
Bayville, NJ
December 21, 2020
361 Hopedale Drive SE
P (732) 822-4427
Bayville, NJ 08721
F (732) 510-0665
- 9 -
Upright Growth and Income Fund
(unaudited)
Availability of Quarterly Schedule of Investments
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form NPort-Ex. The Fund’s Forms NPort-Ex are available on the SEC's Web site at http://www.sec.gov. The Fund’s Forms NPort-Ex may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Fund Expenses
A shareholder of each Fund incurs two types of costs: (1) transaction costs, such as sales charge if applied, and (2) ongoing costs, including investment advisory fees and other fund expenses. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, April 1, 2020 through September 30, 2020.
Actual Expenses
The first line of the table below provides information about actual account values and actual expense. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000, then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Fund’s actual returns. The hypothetical account value and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
| | | |
| Upright Growth and Income Fund |
| | | |
| Beginning Account Value | Ending Account Value | Expenses Paid During the Period* |
| April 1, 2019 | September 30, 2020 | April 1, 2020 to September 30, 2020 |
| | | |
Actual | $1,000.00 | $1,210.29 | $18.18 |
Hypothetical | | | |
(5% Annual Return before expenses) | $1,000.00 | $1,008.55 | $16.52 |
| | | |
| | | |
* Expenses are equal to the Fund's annualized expense ratio of 3.29%, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). |
|
Security Holdings by Industry Sector
September 30, 2020
(unaudited)
The following chart gives a visual breakdown of the Fund by industry sectors. The underlying securities represent a percentage of the portfolio investments.
![[upddx2020annual004.gif]](https://capedge.com/proxy/N-CSR/0001162044-20-001569/upddx2020annual004.gif)
The pie chart calculation is based on Total Investments of $1,020,413
- 10 -
Upright Growth and Income Fund
(unaudited)
Approval of the Advisory Contract
Approval of Investment Advisory Contract. At a meeting held on June 21, 2019, the Board of Trustees, including the Independent Trustee, unanimously renewed the Investment Advisory Agreement between the Fund and the Adviser. To assist the Board in their evaluation of the Investment Advisory Agreement, the Board was supplied with supporting information from the Adviser in advance of the meeting. The following describes the material factors and conclusions that formed the basis for the Board's approval of the New Investment Management Agreement.
Fund and Adviser Performance. The Board reviewed the performance returns of the Fund as compared with various benchmarks for different time periods. Specifically, they were presented with average annual total returns of the Fund for various time periods, as compared to the returns of a peer group of funds and the S&P 500 Index. The Trustees noted that the Fund's performance compared favorably to the peer group, and its relevant benchmark on a consistent basis. The Board also took into consideration that the Fund tended to outperform its peers in both up and down markets. Finally, the Board noted the Fund's low portfolio turnover rate and its high tax efficiency ranking. The Board concluded that the Fund's performance history makes a compelling case that the Adviser had consistently and successfully managed the Fund in accordance with its stated objectives.
Nature, Quality, and Extent of Services Provided. When discussing the nature, quality and extent of services that the Adviser provides the Fund, it was noted that, in addition to managing the Fund's portfolio, essentially all of the business of operating the Fund is conducted by the Adviser. The Board also analyzed the Adviser's experience and the capabilities of the portfolio manager. The Board noted that the level of shareholder redemptions historically has been extremely low, which they concluded is a reflection of the quality of the services provided by the Adviser. Taking into account the personnel involved in servicing the Fund, as well as an impressive shareholder redemption ratio, the Board concluded that the services provided to the Fund by the Adviser were superior.
Comparison with Other Contracts and Other Clients. The Board discussed at length the advisory fee of 1.5% of daily net assets and approved the change of the rate.
The Board noted that while that the Adviser received an Administrative Fee of 0.45% of daily net assets, the fee was well below the level necessary to cover expenses. Starting from 10/01/2014, the rate was changed as follows. The Fund shall pay the Administrator at the end of each calendar month a fee at the annual rate of 0.45% of the Fund’s average daily net assets for the first $10 million of average daily net assets, 0.40% of the Fund’s average daily net assets for average daily net assets between $10 million to $20 million, and 0.35% of the Fund’s average daily net assets for average daily net assets over $20 million.
Cost of Services and Profits to be realized by the Adviser. In considering the profits realized by the Adviser, the Board found that while the Adviser was realizing a reasonable profit from its advisory services to the Fund, it was incurring losses on the administrative services it provided to the Fund. Consequently, the Board concluded that the Adviser was merely breaking even on its overall relationship with the Fund.
Economies of Scale. The Trustees received and considered information regarding whether the Adviser had realized economies of scale with respect to the management of the Fund, whether the Fund had appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board noted that the Fund's total expense ratio has generally declined as net assets have increased. The Board also noted that the Adviser's profitability has remained low. Noting that Fund shareholders have benefited from economies of scale as the Fund's net assets have grown due to the efforts of the administrator and the Adviser, the Board concluded that the Fund's fee structure is reasonable and that economies of scale have been realized by shareholders despite the absence of asset-level breakpoints.
Other Benefits. The Board considered other benefits to the Adviser as a result of its relationship to the Fund. Aside from the management fee, the Board considered the Adviser's receipt of an administrative fee. After reviewing the administrative services provided by the Adviser, the Board considered this benefit to be reasonable. The Adviser does not receive soft dollar credits, nor does it execute portfolio transactions through affiliated brokers.
The Board did not identify any single factor discussed previously as all-important or controlling in their determination to renew the Investment Advisory Agreement. The Board, including the Independent Trustee, unanimously concluded that the terms of the Investment Advisory Agreement are fair and reasonable and that the Adviser's fees are reasonable in light of the services provided to the Fund and the benefits received by the Advisor.
Mr. David Chiueh owns 100% of the stock of the Advisory, Upright Financial Corporation.
Proxy Voting Guidelines.
Because the Fund holds only extremely small positions in the voting securities of any issuer, the board reconfirmed on April 25, 2014 that there was limited value to voting any of the Fund's shares and decided not to exercise the Fund's right to vote. No votes have been cast on securities by the Fund during the reporting period. However, if the fund is to obtain larger positions in the voting securities of any issuer or if the board decides to exercise its right to vote, the process will follow the procedures as described in the fund prospectus. A record of the Fund’s proxy votes for the most recent twelve month period ended June 30, are available without charge, upon request, by calling collect, 1-973-533-1818, or by accessing the SEC’s website at www.sec.gov.
Trustees and Officers (unaudited)
The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until the termination of the Trust unless the Trustee dies, resigns, retires or is removed. A majority of Upright‘s board members are independent, meaning that they have no affiliation with Upright or the funds they oversee.
The Fund is part of a “fund complex”. The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the Investment Company Act of 1940.
| | | |
Name, Address and Year of Birth | Position(s) Held With the Trust | Principal Occupations During Past 5 Years | Other Directorships Held by Trustee |
David Y.S. Chiueh1 349 Ridgedale Ave East Hanover NJ 07936
Year of Birth: 1957 | Trustee since 1998; Chairman of the Board and Chief Executive Officer since 1998 | President of the Investment Adviser since 1990; He held the license of Certified Financial Planner since 1991. | None |
1 David Y.S Chiueh is “interested persons” of the Trust because he is officer of the Trust. In addition, he may be deemed as “interested persons” of the Trust because he is an officer of the Fund’s adviser.
The following table provides information regarding each Trustee who is a “Non-interested person” of the Trust, as defined in the Investment Company Act of 1940.
Independent Trustees (unaudited)
| | | | | |
Name, Address and Year of Birth | Position(s) Held with the Trust
| Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Directorships Held by Trustee |
Alice Chen 349 Ridgedale Ave East Hanover NJ 07936 Year of Birth: 1962 | Trustee and Financial Officer | Since November 2009/ Indefinite | Controller, Great China Chartering & Agency Corp. at New Jersey & Shanghai, China Senior Administrator, J&M Manufacturing Corp, New Jersey | 3 | None |
Evelyn Kung 349 Ridgedale Ave East Hanover NJ 07936 Year of Birth: 1957 | Trustee | Since August 2018/ Indefinite | Active CPA practitioner/ business owner since 1989 | 3 | None |
Marco Yeh 349 Ridgedale Ave East Hanover NJ 07936 Year of Birth: 1962 | Trustee | Since August 2018/ Indefinite | Eunice Industry Corp. City of Industry, CA
President 2007 | 3 | None |
The Statement of Additional Information includes additional information about the Trustees and is available without charge upon request by calling the Fund at 973-533-1818.
Investment Adviser & Administrator
Upright Financial Corporation
349 Ridgedale Ave.
East Hanover, NJ 07936
Custodian
US Bank
1555 N. River Center Drive
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Boyle CPA, LLC
361 Hopedale Drive SE
Bayville, NJ 08721
(732)-822-4427
Transfer Agent
Mutual Shareholder Services
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147
Trustees
David Y.S. Chiueh
Alice Chen
Evelyn Kung
Chao Cho Yeh
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 : /s/ David Y.S Chiueh
David Y.S Chiueh
Trustee
Date: December 21, 2020
By : /s/ David Y.S Chiueh
David Y.S Chiueh
Chief Financial Officer
Date: December 21, 2020
Item 2. Code of Ethics.
(a) 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.
(b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) Amendments
During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.
Item 3. Audit Committee Financial Expert.
The Board of Directors has created a permanent audit committee, on 10/10/2017, the current head is Ms. Alice Chen, who is qualified as financial expert under current SEC regulations. She has more than 20 years of experience in the field. Each member of the audit committee is “independent”, as that term is defined under applicable law. The audit committee meets at least annually with the independent accountants (CPA) and executive officers of the Company. The audit committee reviews, among other matters, the accounting principles being applied by the Company in financial reporting, the scope and adequacy of internal controls, and the responsibilities and fees of the independent accountants. The recommendations of the audit committee are reported to the full Board.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
FY 2020
$2,000
(b) Audit-Related Fees
FY 2020
$ 0
Nature of the fees:
N/A
(c) Tax Fees
FY 2020
$ 0
Nature of the fees:
N/A
(d) All Other Fees
FY 2020
$ 0
Nature of the fees:
N/A
(e)
(1) Audit Committee’s Pre-Approval Policies
The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2) Percentages of Services Approved by the Audit Committee
Audit-Related Fees:
100 %
Tax Fees:
100 %
All Other Fees:
100 %
(f)
During audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and 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:
FY 2020
$ 0
FY 2019
$ 0
(h) The registrant's audit committee has not considered whether the provision of 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, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Companies. Not applicable.
Item 6. Schedule of Investments.
Not applicable – schedule filed with Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable.
Item 8. Portfolio Managers of Closed-End Funds. Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of directors.
Item 11. Controls and Procedures.
(a) Based on an evaluation of the registrant’s disclosure controls and procedures as of September 30, 2017, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) EX-99.CODE ETH. Filed herewith.
(a)(2) EX-99.CERT. Filed herewith.
(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.
(b) EX-99.906CERT. Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Upright Investments Trust
By /s/David Y.S. Chiueh
*David Y.S. Chiueh
Chief Executive Officer
Date: December 21, 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 /s/David Y.S. Chiueh
*David Y.S. Chiueh
Chief Executive Officer
Date: December 21, 2020
By : /s/ David Y.S Chiueh
David Y.S. Chiueh
Chief Financial Officer
Date: December 21, 2020
* Print the name and title of each signing officer under his or her signature.
- 11 -