UPRIGHT INVESTMENTS TRUST
N-30D, 1999-06-01
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                                                                    May 25, 1999

Dear shareholder:

We  are pleased to provide you with the first semi-annual report for the Upright
Growth  Fund,  for the period of January 21,1999 (inception date) to  March  31,
1999.  Over  this  period, the Fund produced a total return of  -2.2%.  This  is
compared  to  2.7% for the S&P 500 (large companies) and -7.0 % for the  Russell
2000 (small companies).

Market review
U.  S. economics continue to demonstrate its strength with low unemployment,  no
inflation,  low  interest rates, and strong consumer buying power,  keeping  the
equity  market  soaring.  However, not all stocks participated  equally  in  the
market  soar. Growth investment style performed significantly better than  value
investment  style,  and large-cap stocks, in general, outperformed  mid-cap  and
small-cap  stocks.  For example, in 1998, S&P 500 produced 28.58%  return  while
Russell  2000 lost  -2.55%. According to Morningstar data, even under  the  same
category  of the large-cap in 1998, the average return of large growth fund  was
35%  while the average return of large value fund was 13%. With a big difference
such as this, what would be our investment strategy?

Investment Strategy
No  one  knows  what  the  market has in store for us in  the  future  or  which
investment  style  or  capitalization sector will be  most  productive.  So,  we
currently will allocate 50% to large-cap sector, and 50% holdings in mid-cap and
small-cap,  which  are  currently undervalued and offer an attractive  long-term
investment  opportunity. Also, we adopted both a value investment  style  and  a
growth investment approach.

Why would we consider the mid-cap and small cap area? The reasons are (1) It  is
a  bargain  price asset class now. We review this as one of the most  attractive
buying opportunity for mid-cap and small cap since 1994. The simple fact is that
the  price-  to- earnings (P/E) rations of mid-cap and small-cap  stocks,  which
have  historically traded at slight to significant premiums to large-cap stocks,
currently trade at a discount to large-caps. Other valuation measures,  such  as
P/E  to  growth  and price- to- sales ration, are also at historical  lows  when
compared to large caps.

For  example:  As  of  03/31/99, the mid-cap stock,  Fund's  holding  of  Watson
Pharmaceutical, is earning $1.75 per share in 1999, P/E at 25. Also, our  target
small-cap stock, Barr laboratories Inc.; (purchased on 05/07/99), is earning  $2
in  1999,  with a P/E ratio of only around 16. Compare this to a large-cap  like
Pfizer  Inc., which has an earning of $2.45 per share in 1999, with a P/E ration
of 53.


Barr laboratories' return on common equity is 23% compared to Pfizer's 21.5%  in
1999.  The  earning growth rate of Barr laboratories for the  next  3  years  is
estimated  at 22%, while Pfizer is estimated at 18%. However, the Pfizer  traded
at   $138   per  share  while  Barr  laboratories  traded  at  $31  and   Watson
Pharmaceutical  traded  at $ 42 as of 03/31/99.  They all  are  under  the  same
industry  but we believe Barr laboratories is a growth stock at value price.  We
also  like a quality company such as Pfizer and may consider purchasing it,  but
not at this price.

(2)  The mid-cap and small-cap cycle over any given period, either large-cap  or
small-cap  can  significantly  outperform each other's.  1998  marks  the  fifth
consecutive  year  that large-cap stocks have outperformed  small-cap.  However,
many investment professionals believe that the relative earning growth potential
of  mid-cap  and  small-cap stocks are now greater than large-caps  because  its
stock prices are at-all-time-lows relative to large-cap valuation.

Is  all  large-cap overvalued?  Not necessary. Our approach is to try to find  a
stock,  using  either  a growth style or a value style, at  a  fair  price.  For
example,  the  Fund's current holding, the Lockheed Martin Corp is  a  large-cap
company.  From a valuation point of view only, the P/E ration at 11.20  compared
to S&P 500 average P/E ration at 22 in 1999, has a price down from a high of $58
to  $38(03/31/99).  From a business point of view, it has a strong market  share
in the current market, high barriers to entry, and provides products or services
that are differentiated.

<PAGE>

The  key  to  a successful portfolio is to attain diversification by building  a
portfolio  that  includes  large-cap, mid-cap and  small-cap  in  a  variety  of
industries,  as  well  as  utilizing a balance of growth  and  value  styles  of
investing.  That means making and maintaining positions in current  laggards  as
well as current leaders.

Because we are so selective, as of 03/31/99, our performance was dampened by our
80%  cash position during that period. However, we feel comfortable holding some
reserves, and welcome a chance to invest our cash during a market correction.

We  would  like  to  take this opportunity to thank our shareholders  for  their
confidence  with  us  and  we will continue to seek rewarding  returns  on  your
behalf.




Best Regards,





_____________________________
David Y.S. Chiueh
President, Portfolio manager

<PAGE>

                               Upright Growth Fund
                             Schedule of Investments
                                                  March 31, 1999

                                                    SHARES               VALUES

Securities/Common Stocks
    COMPUTER     7.43%

         COMPAQ COMPUTER CORP.                        100               $3,169
         3COM CORP                                    300                6,994
         INTERNATIONAL NETWORK SERVICES               100                6,994
         NOVELL INC                                   200                5,037
         ADAPTEC INC                                  200                4,562
         BMC SOFTWARE INC                             100                3,706


    DEFENSE      1.84%

         LOCKHEED MARTIN CORP.                        200                7,550


    FINANCIAL    4.88%

         KNIGHT/TRIMARK GROUP INC-CL A                200               13,400
         MCKESSON HBOC INC                            100                6,600


    FOOD         1.30%

         RALSTON PURINA CORP                          200                5,338



    MEDICAL      1.19%

         ST JUDE MEDICAL INC.                         200                4,875


    OIL          1.40%

         TRANSOCEAN OFFSHORE INC                      200                5,763



<PAGE>

SHARES              VALUES

    PHARMACEUTICAL  3.16%

         ROBERTS PHARMACEUTICAL CORP.                 200                4,150
         WATSON PHARMACEUTICALS INC                   200                8,825


    TRANSPORTATION  1.85%

         CONTINENTAL AIRLINES INC-CL B                200                7,600
                                                                         -----



Total Common Stock 23.05%                                              $94,563

Cash and Cash Equivalent  80.63%                                       330,771
                                                                       -------
Fifth/Third Bank repurchase agreement
Due 4/1/99 at 4.4%
Total Securities (cost $427,629)  103.68%                              425,333
Other assets less liabilities (net)  3.68%                             (15,089)
                                                                        -------

Net Assets 100.00%                                                    $410,244
                                                                       -------

<PAGE>
UPRIGHT  GROWTH  FUND
                       Statement of Assets and Liabilities
                                 March 31, 1999


   Assets:
   Investment in securities, at value (cost  $427,629)                $425,333
                                             ---------
   Subscriptions Receivable                                             54,800
   Accounts Receivable                                                   3,933

   Total Assets                                                        484,066

   Liabilities:                                        644
   Adviser Fee                                         193
   Administrative Fee                                  621
   Custodian Fee                                     2,484
   Auditors and Legal Fee                              138
   Trustee Fee                                         414
   Blue Sky Fee                                        276
   Insurance Fee                                    69,052
   Security Purchases Payable

   Total Liabilities                                                    73,822

   Net Assets                                                          410,244
   Net assets consist of:
   Paid in capital                                                     411,843
   Undistributed net investment income                                     697
   Accumulated undistributed net realized gain (loss)                        0
   Net unrealized appreciation (depreciation)                           (2,296)

   Net Assets for     41,932  shares outstanding                      $410,244
                      ------

   Net Asset Value and redemption price per share                       $9.78
   Maximum offering price per share, 100/97 of   $9.78                 $10.09

<PAGE>
UPRIGHT  GROWTH  FUND

                     Statement of Changes in Net Assets

                     January 21, 19991 to March 31, 1999



   Increase (Decrease) in Net Assets
   Operations
      Net investment income                                          $697
      Net realized gain (loss)                                          0
      Change in net unrealized appreciation (depreciation)         (2,296)
                                                                   -------
      Net increase (decrease) in net assets from operations        (1,599)
   Distributions to shareholders
      From net investment income                                         0
      From net realized gain                                             0
                                                                         -
      Total distributions                                                0
   Share transactions
      Net proceeds from sales of shares                            311,843
      Reinvestment of distributions                                      0
      Shares redeemed                                                    0
                                                                         -
      Net increase (decrease) in net assets from transaction       311,843
                                                                   -------
   Total increase (decrease) in net assets                        $310,244

   Net Assets
      Beginning of period                                         $100,000
      End of period                                               $410,244

   Transactions in Shares
      Shares
        Sold                                                        41,932
        Issued in reinvestment of distributions                          0
        Redeemed                                                         0
        Net increase (decrease)                                     41,932



- --------
1 Inception of  Fund

<PAGE>
UPRIGHT  GROWTH  FUND

                              Financial Highlights

                       January 21, 19991 to March 31, 1999




   Selected Per-Share Data
   Net asset value, beginning of period                              $10.00
   Income from investment operations
      Net investment income                                            0.03
      Net realized and unrealized gain (loss)                         (0.25)
                                                                      ------
   Total from investment operations                                   (0.22)

   Less Distributions
      From net investment income                                       0.00
      From net realized gain                                           0.00
   Total distributions                                                 0.00
   Net asset value, end of period                                     $9.78

   Total Return                                                       (2.20)% 2

   Ratios and Supplemental Data
   Net assets, end of period                                       $410,244
   Ratio of expenses to average net assets (before reimbursement)      2.13%
   Ratio of expenses to average net assets (after reimbursement)       0.37%
   Ratio of net investment income to average net assets               (1.45)%
   Ratio of net investment income to average net assets
   (after reimbursement)                                               0.31%
   Portfolio turnover rate                                             0.00%




                                                                         1

- --------
1 Since Inception of Fund
2 Total returns do not include the one time sales charge.

<PAGE>
UPRIGHT  GROWTH  FUND
                             Statement of Operations

                       January 21, 19991 to March 31, 1999

   Investment Income
   Dividends                                                              $0
   Interest                                                            1,534
   Total Income                                                        1,534

   Expenses
   Adviser fee                                              644
   Administrative fee                                       193
   Custodian fee                                            621
   Auditors and Legal fee                                 2,484
   Trustee fee                                              138
   Blue Sky fee                                             414
   Insurance fee                                            276
                                                            ---

   Total expenses before reductions                                    4,770
   Reimbursement from advisor                                         (3,933)
   Net expense (after reimbursement)                                     837
   Net investment income (Loss)                                          697


   Realized and Unrealized Gain (Loss)
   Net realized gain (loss) on investment
   securities                                                              0
   Change in net unrealized appreciation (depreciation) on
   Investment securities                                              (2,296)
   Net gain (loss)                                                    (2,296)
   Net increase (decrease) in net assets resulting from
   operation
                                                                     $(1,599)




                                                                         1

- --------
1 Inception of  Fund
<PAGE>
                             UPRIGHT GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


1.  SIGNIFICANT ACCOUNTING POLICIES
    ORGANIZATION
    Upright Investments Trust (the "Trust") is an open-end management investment
    company  organized  as a  business  trust  under  the  laws of the  State of
    Delaware  under  a  Certificate  of  Formation  dated  March  4,  1998.  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,  and which
    presently consist of one series of shares for the Upright Growth Fund.

    SECURITY VALUATION
    The Fund intends to invest in a wide variety of equity and debt  securities.
    The  investments  in  securities  are  carried at market  value.  The market
    quotation  used for  common  stocks,  including  those  listed on the NASDAQ
    National  market  System,  is the last  sale  price on the date on which the
    valuation  is made or, in the  absence of sales,  at the  closing bid price.
    Over- the-counter securities will be valued on the basis of the bid price at
    the  close of each  business  day.  Short-term  investments  are  valued  at
    amortized  cost,  which  approximates  market.  Securities  for which market
    quotations  are not  readily  available  will be  valued  at fair  value  as
    determined in good faith pursuant to procedures  established by the Board of
    Directors.

    SECURITY TRANSACTION TIMING
    security  transactions  are recorded on the dates  transactions  are entered
    into.  Dividend income and distributions to shareholders are recorded on the
    ex-dividend data.  Interest income is recorded as earned.  The Fund uses the
    identified  cost  basis  in  computing  gain or  loss on sale of  investment
    securities.

    INCOME TAXES
    It is the  Fund's  policy to  distribute  annually,  prior to the end of the
    calendar year,  dividends  sufficient to satisfy excise tax  requirements of
    the Internal Revenue service.  This Internal Revenue Service requirement may
    cause an excess of distributions over the book year-end  accumulated income.
    In addition,  it is the Fund's policy to distribute annually,  after the end
    of the fiscal year,  any  remaining net  investment  income and net realized
    capital gains.

    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 and
    disclosure of contingent 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.


<PAGE>
                               UPRIGHT GROWTH FUND
                     NOTES TO FINANCIAL STATEMENTS (CONT'D)
                                 March 31, 1999


2.  RELATED PARTY TRANSACTIONS
    David Y. S. Chiueh is an officer of Upright Financial Corpora-
    tion, the Fund Advisor.  He is also an officer and trustee of
    the Fund.

    Upright Financial Corporation,  the Fund's investment adviser, is registered
    as an  investment  adviser  under the  Investment  Advisers Act of 1940.  As
    compensation for Upright  Financial  Corporation's  services rendered to the
    Fund,  such Fund  pays a fee,  computed  at an  annual  rate of 1.50% of its
    average daily net assets.  The Fund has accrued $638 of advisor fees through
    March 31,  1999,  none of which has been  paid.  The  advisor  has agreed to
    reimburse  the Fund to the extent  necessary  to limit  expenses to 1.95% of
    average assets.

    Upright  Financial  Corporation  is the Fund's  administrator  and  transfer
    agent.  As compensation  for Upright  Financial's  services  rendered to the
    Fund, such Fund pays a fee computed at an annual rate of .45% of its average
    daily net assets.  The Fund has accrued $192 of administration  fees through
    March 31, 1999, none of which has been paid.

3.  CAPITAL STOCK AND DISTRIBUTION
    At March 31, 1999, an unlimited number of shares were authorized and paid in
    capital  amounted to $411,843 for the Upright Growth Fund.  Transactions  in
    capital stock were as follows:

               Shares Sold              32,426
               Shares Redeemed               0
               Net Increase             32,426
               Shares Outstanding:
                 Beginning of period    10,000
                 End of period          42,426

4.  SALES CHARGE
    The sales charge for shares of the Fund are outlined below:

                             As a % of
    Investment            Offering Price      Net Amount Invested

    Up to $49,999              3.0%                   3.09%
    $ 50,000 -  99,999         2.5%                   2.56%
    $100,000 - 249,999         2.25%                  2.30%
    $250,000 - 499,999         1.75%                  1.78%
    $500,000 - 749,999         1.50%                  1.52%
    $750,000 - 999,999         1.25%                  1.27%
    $1 million and up           .75%                   .76%




<PAGE>


                               UPRIGHT GROWTH FUND
                     NOTES TO FINANCIAL STATEMENTS (CONT'D)
                                 March 31, 1999


5.  PURCHASES AND SALES OF SECURITIES
   During the period ending March 31, 1999, purchases and sales of
   investment securities other than U. S. Government obligations
   and short-term investments aggregated $96,858 and $0
   respectively.  Purchases and sales of U. S. Government
   obligations aggregated $0 and $0 respectively.

6.  FINANCIAL INSTRUMENTS DISCLOSURE
   There are no reportable financial instruments that have any off-balance sheet
   risk as of March 31, 1999.

7.  SECURITY TRANSACTIONS
   For federal income tax purposes,  the cost of investments  owned at March 31,
   1999 was the same as identified cost.

   At March 31, 1999, the composition of unrealized  appreciation (the excess of
   value over tax cost) and depreciation (the excess of tax cost over value) was
   as follows:

   Net Appreciation
      Appreciation      (Depreciation)        (Depreciation)

         1,839             (4,135)                (2,296)
<PAGE>




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