ANNUAL REPORT
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Upright Growth Fund
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September 30, 2000
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TABLE OF CONTENTS
Page
Shareholder Letter......................................................... 1
Statement of Net Assets.................................................... 6
Statement of Assets and Liabilities........................................ 11
Statement of Operations.................................................... 12
Statements of Changes in Net Assets........................................ 13
Notes to the Financial Statements.......................................... 14
Financial Highlights....................................................... 16
Report of Independent Public Accountants................................... 17
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Upright Growth Fund
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LETTER TO SHAREHOLDERS
2000
Dear Fellow Shareholders,
We are pleased to present you with the annual report for the Upright Growth Fund
for the period of October 1, 1999 to September 30, 2000. Over this period, the
Fund produced a total return of 32.06%. This is compared to a 13.79% return
(including income dividends) for the S&P 500 index (large companies) and a
22.00% return for the Russell 2000 index (smaller companies). We are glad to
inform you that the Fund beat these two benchmarks while keeping plenty of cash
on hand. This means that we have not only reduced the portfolio's volatility by
holding more cash, but we also outperformed the benchmarks.
Market Review
The stock market has changed significantly since April. When the market kept
increasing, there were many investors who still chased momentum stocks.
Suddenly, the stock market dropped and the NASDAQ Composite Index lost almost
27% and the S&P 500 lost 8% from their peaks to September 30, 2000. From the
description above, you may not fully understand how bad the market's downturn
was. Let me put it this way; the so-called new economy such as "dot.com" and
"e-commerce" stocks lost 80% of their value. The big name stock, CMGI (the
investment firm on the Internet), lost 80% of its value from its peak of $137 to
only $28 at September 29, 2000. Furthermore, the well-known company, Amazon.com,
the Internet bookseller, decreased 63% in value from its peak of $106 to only
$38.50 at September 29, 2000.
If you think the described market downturn only affected new and small
companies, then examine the following industry leaders that are so-called "blue
chip" companies. For example, Microsoft's stock price peaked at $117 and then
fell to $60.50 by September 29, 2000; Lucent Technology peaked at $83 and fell
to $30 by September 29, 2000; Eastman Kodak peaked at $86 and then decreased to
$41 by September 29, 2000; and AT&T decreased from its high of $61 to only $29
at September 29, 2000. Actually, most high-tech stocks that traded on the NASDAQ
exchange decreased more than 50% in value over the past nine months.
Investment Strategy
As of September 30, 2000, the Fund not only delivered a positive performance
that beat the market indices (noted above) but also had 25% in cash and money
market funds. This cash position provides additional funds for us to commit to
growth companies that we have been waiting to purchase.
The following are some additional performance strategies utilized during the
year:
1. We concentrated on stock growth potential as well as current valuation.
This enabled the Fund to reap additional profits, especially in
high-tech stocks.
2. The Fund held Calpine Corp., Extreme Networks, Palm, Inc., SDL, Inc.,
Citigroup, Inc., Verisign, Inc. and Network Appliance, Inc., which are
industry leaders in their respective markets. These stocks contributed
to the overall performance of the Fund during the past year.
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3. We expanded our holdings in the medical sector and purchased some value
stocks such as Johnson & Johnson, Dura Pharmaceuticals, McKesson Hboc
and Barr Laboratories. During the year, we sold Barr Laboratories for a
220% profit. The Fund's patience and careful selection of Barr rather
than Pfizer (which returned 9%) paid off.
The above strategies worked to help the Fund deliver a solid performance during
a difficult investment year like 2000. What are our strategies for the coming
year?
1. When growth stocks reached their highest valuation level in history
early this year, we recognized a risk and limited our portfolio in that
area. However, after the recent severe market corrections, there
appears to be value in growth stocks. As such stocks become more
attractive, we will not hesitate to purchase more.
2. We will put our cash back to work, especially for stocks that have a
greater risk and a currently depressed price. Although the stocks may
not perform immediately, such as Barr Laboratories, we hope they will
generate profits with less risk later. We took this opportunity to add
this quality company back into our portfolio.
3. We will continue to be cautious of the economic changes in the fourth
quarter of the calendar year and during our next fiscal year. If the
economy does slow down, as we expect, then we will apply defensive
strategies.
Other Information We Would Like to Share With You
What do we believe are the characteristics of a good fund? We believe the
following three things must be considered: (1) high performance - the closer to
benchmark, the better; such as compared to the S&P 500 or other similar index,
(2) reasonable risk and volatility - high returns are typically associated with
high risk; however, high risk doesn't necessarily generate a high return, so
controlling risk and achieving a higher return are significant challenges for
any fund manager, and (3) tax efficiency - if the turnover rate is too high, it
may create significant short-term capital gains rather than long-term capital
gains.
How is your Fund achieving these three criteria? (1) From a performance point of
view - during the 1999 calendar year, the Fund's performance was comparable to
the S&P 500 benchmark with an 18% return. During the period January 1, 2000 to
September 30, 2000, the Fund beat the benchmark by gaining 14% as opposed to the
S&P 500's 2% decline. Since the Fund's inception, we did well in the up market
and even better in the down market. (2) From a risk and volatility point of view
- our Fund held 20% to 30% cash during the stock market's volatile periods. We
also invested in value stocks that reduced the portfolio's volatility. Usually
holding more cash makes it quite difficult to beat or even compete with
benchmarks during an up market, but our Fund did it. (3) From a tax efficiency
perspective, from January 20, 1999 to September 30, 2000, the Fund's turnover
rate was quite low (below 20% each fiscal year).
However, I would like to remind you that past performance cannot guarantee
future results. The information that I share with you is based on strategies of
the past two fiscal years. When the investment environment changes, we will
adopt different strategies that may create high turnover rates.
Thus, we may not achieve the three criteria above.
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Also, you should keep in mind that the best mutual funds only beat the stock
market in about six of every ten years. So, don't expect our Fund to beat the
benchmark every year. However, the patient and long-term investor will be the
winner.
We would like to take this opportunity to thank our shareholders for their
confidence and patience with us. We will continue to do our best and seek
rewarding returns on your behalf.
Sincerely,
/s/ David Y.S. Chiueh
President, Portfolio Manager
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(graph)
This chart assumes an initial gross investment of $10,000 made on January 21,
1999 (commencement of operations). Returns shown include the reinvestment of all
dividends. Performance reflects expense reimbursements and fee waivers in
effect. 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.
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.
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Average Annual Returns
For the periods ended September 30, 2000
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Since
1-Year Inception *
Upright Growth Fund 32.06% 19.96%
S&P 500 Index 11.99% 9.46%
*Inception January 21, 1999
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Upright Growth Fund
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STATEMENT OF NET ASSETS
September 30, 2000
Shares Market Value
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Common Stocks - 73.76%
Auto/Truck - .41%
200 TRW, Inc. $ 8,125
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Bank - 5.53%
700 Bank Of America Corp. 36,662
800 Bank One Corp. 30,900
400 Citigroup, Inc. 21,625
600 First Union Corp. 19,313
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108,500
Cable - .61%
400 United Global Com, Inc. * 12,000
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Chemical - 1.06%
500 E.I. DuPont de Nemours 20,719
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Computer - 18.20%
1,000 3 Com Corp. * 19,187
1,200 Adaptec, Inc. * 24,000
100 BMC Software, Inc. * 1,913
100 Compaq Computer Corp. 2,758
400 Extreme Networks, Inc. * 45,800
200 International Business Machines 22,500
800 Intuit, Inc. * 45,600
127 Lucent Technologies, Inc. 3,881
400 Network Appliance, Inc. * 50,950
1,483 Palm, Inc. * 78,506
300 SAP AG ADR 18,450
215 Verisign, Inc. * 43,551
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357,096
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Consumer - 1.34%
1,000 Cendant Corp. * $ 10,875
500 Gillette Co. 15,437
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26,312
Defense - .98%
200 Boeing Co. 12,600
200 Lockheed Martin Corp. 6,592
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19,192
Electronic - 7.59%
800 AVX Corp. 20,850
400 Intel Corp. 16,625
800 Micron Technology, Inc. * 36,800
400 RF Micro Devices, Inc. * 12,800
200 SDL, Inc. * 61,863
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148,938
Energy - 4.26%
800 Calpine Corp. * 83,501
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Financial - 4.29%
600 Advanta Corp. 6,750
500 Countrywide Credit Industries, Inc. 18,875
200 First Data Corp. 7,813
1,200 Knight Trading Group, Inc. * 43,200
400 TD Waterhouse Group * 7,450
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84,088
Food - 1.91%
700 Campbell Soup Co. 18,113
800 Kellogg Co. 19,350
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37,463
Household - .49%
300 Salton, Inc. * 9,694
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Internet - 2.99%
1,000 America Online, Inc. * $ 53,750
350 At Home Corp. * 4,944
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58,694
Leisure - 1.00%
400 Callaway Golf Co. 6,150
400 International Game Technology * 13,450
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19,600
Machine - .86%
500 Caterpillar, Inc. 16,875
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Medical - 11.27%
500 Biogen, Inc. * 30,500
1,000 Boston Scientific Corp. * 16,437
1,000 Dura Pharmaceuticals ,Inc. * 35,375
400 ICN Pharmaceuticals, Inc. 13,300
400 Johnson & Johnson 37,575
900 McKesson HBOC, Inc. 27,506
200 Merck & Co., Inc. 14,888
200 Progenics Pharmaceuticals, Inc. * 5,488
521 Shire Pharmaceuticals Group PLC * 26,897
200 Watson Pharmaceuticals * 12,975
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220, 941
Oil - .60%
200 Transocean Sedco Forex, Inc. 11,725
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Protection - .16%
400 Wackenhut Corrections Corp. * 3,125
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Retail - .19%
200 Abercrombie & Fitch Co. * 3,812
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Telecommunication - 4.56%
400 AT&T Corp. $ 11,750
345 Motorola, Inc. 9,746
200 Nippon Telephone & Telegraph Corp. ADR 9,800
400 Nokia Corp. ADR 15,925
400 SBC Communications, Inc. 20,000
200 Telephone & Data Systems, Inc. 22,140
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89,361
Textile - 1.02%
800 Nautica Enterprises, Inc. * 10,350
1,000 Tommy Hilfiger Corp. * 9,625
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19,975
Tobacco - 1.20%
800 Philip Morris Companies, Inc. 23,550
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Transportation - 1.24%
200 Continental Airlines, Inc. * 9,087
500 US Airways Group, Inc. * 15,218
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24,305
Utility - 2.00%
300 AES Corp. * 20,550
300 NRG Energy, Inc. * 10,950
300 UtiliCorp United, Inc. * 7,762
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39,262
Total Common Stocks - 73.76%
(cost $1,090,170) 1,446,853
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Cash Equivalents - 5.10% (Cost $100,000)
50,000 Fifth Third Bank Prime Money Market Fund $ 50,000
50,000 Fifth Third Bank U.S. Treasury Money Market
Fund 50,000
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100,000
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TOTAL INVESTMENTS - 78.86% (Cost $1,190,170) 1,546,853
Other assets less liabilities - 21.14% 414,745
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TOTAL NET ASSETS - 100% $ 1,961,598
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* Non-Income producing security
ADR - American Depository Receipt
See Notes to the Financial Statements
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Upright Growth Fund
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STATEMENT OF ASSETS AND LIABILITIES
September 30, 2000
ASSETS:
Investments, at market value (identified cost $1,190,170) $ 1,546,853
Cash 392,842
Subscriptions receivable 60,000
Dividends receivable 773
Interest receivable 454
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Total Assets 2,000,922
LIABILITIES:
Investment advisory fees accrued 21,004
Administrative fees accrued 6,301
Custody fees 1,083
Professional fees accrued 8,238
Trustee fees accrued 822
Registration fees accrued 1,160
Insurance fees accrued 716
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Total Liabilities 39,324
NET ASSETS $ 1,961,598
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NET ASSETS CONSIST OF:
Capital (capital stock and paid-in capital) $ 1,626,316
Accumulated undistributed:
Net investment loss (20,488)
Net realized loss on investment transactions (913)
Net unrealized appreciation on investments 356,683
Total Net Assets $ 1,961,598
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Shares outstanding 147,556
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(Unlimited number of shares authorized, $1.00 par value)
Net Asset Value, Redemption Price Per Share $ 13.29
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Maximum offering price per share (3% sales charge) $ 13.69
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Upright Growth Fund
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STATEMENT OF OPERATIONS
Year Ended September 30, 2000
INVESTMENT INCOME:
Dividend income $ 9,037
Interest income 15,387
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Total Investment Income 24,424
EXPENSES:
Investment advisory fees 21,004
Administrative fees 6,301
Custody fees 3,150
Professional fees 11,759
Trustee fees 822
Registration fees 1,160
Insurance fees 716
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Total Expenses 44,912
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NET INVESTMENT LOSS (20,488)
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REALIZED AND UNREALIZED GAINS AND LOSSES ON INVESTMENTS:
Net realized loss on investments (776)
Change in unrealized appreciation on investments 354,452
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Net realized and unrealized gain on investments 353,676
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NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 333,188
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Upright Growth Fund
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STATEMENTS OF CHANGES IN NET ASSETS
Year Ended September 30, 2000 and Period Ended September 30, 1999
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<S> <C> <C>
2000 1999 (1)
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OPERATIONS:
Net investment income (loss) $ (20,488) $ 1,772
Net realized loss on investments (776) (137)
Change in unrealized appreciation on investments 354,452 2,231
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Net increase in net assets from operations 333,188 3,866
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SHAREHOLDER DISTRIBUTIONS:
Net investment income (1,772)
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CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold 816,940 707,604
Reinvestment of dividends 1,772
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Net increase in net assets from capital share
transactions 818,712 707,604
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TOTAL INCREASE IN NET ASSETS 1,150,128 711,470
NET ASSETS:
Beginning of period 811,470 100,000
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End of period [including undistributed net $1,961,598 $ 811,470
investment loss of $(20,488)] ========== ==========
CHANGES IN SHARES OUTSTANDING:
Shares sold 66,886 80,520
Shares reinvested 150
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Net increase in shares outstanding 67,036 80,520
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1 For the period January 21, 1999 (commencement of operations) through September
30, 1999.
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Upright Growth Fund
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NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
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 one diversified investment portfolio, 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. The Fund commenced operations on January 21, 1999.
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.
a) Investment Valuation - Common stocks that are listed on a securities
exchange 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. Common
stocks which are listed on an exchange but which are not traded on the
valuation date are valued at the current bid prices. Unlisted equity
securities for which market quotations are readily available and
options are valued at the current bid prices. Debt securities which
will mature in more than 60 days will be valued at the latest bid
prices furnished by an independent pricing service. Short-term
instruments with a remaining maturity of 60 days or less are valued
at amortized cost, which approximates market value. Other assets and
securities for which no quotations are readily available are valued
at fair value as determined by the Upright Financial Corporation
("Adviser") in accordance with procedures approved by the Board
of Directors.
b) 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. At September 30, 2000, the Fund had a net investment loss
of $20,488 available to offset future net investment income and thereby
reduce further taxable distributions .
c) Distributions to Shareholders - Dividends from net investment income,
if any, are declared and paid annually. Distributions of the Fund's net
realized capital gains, if any, will be declared at least annually.
d) Other - Investment and shareholder transactions are recorded on the
trade date. 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 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.
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3. INVESTMENT TRANSACTIONS
The aggregate amounts of security transactions during the year ended
September 30, 2000 (excluding repurchase agreements and short-term
securities), were as follows:
Other than
U.S. Govt. U.S. Govt.
Securities Securities
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Purchases $ 841,950
Proceeds from sales 220,426
At September 30, 2000, gross unrealized appreciation and depreciation of
investments for tax purposes were as follows:
Appreciation $ 481,698
Depreciation (125,015)
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Net appreciation on
investments $ 356,683
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For federal income tax purposes, the cost of investments owned at September
30, 2000 was the same as identified cost.
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 average daily net assets. The
Fund has accrued $21,004 of adviser fees through September 30, 2000, none
of which have been paid.
Upright Financial Corporation is the Fund's administrator (the
"Administrator"). As compen-sation for the services rendered to the Fund,
the Administrator is entitled to receive a fee, calculated at an annual
rate of .45% of its average daily net assets. The Fund has accrued $6,301
of administrative fees through September 30, 2000, none of which have been
paid.
For the period ended September 30, 1999, the Adviser agreed to waive its
fees and reimburse expenses to the extent necessary to limit expenses to
1.95% of average net assets. The Adviser waived fees and reimbursed
expenses of $13,249 for the period ended September 30, 1999. No fees were
waived for the year ended September 30, 2000.
Mutual Shareholder Services serves as transfer agent and Fifth Third 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. SALES CHARGE
The sales charge for shares of the Fund are outlined below:
As a % of Net
Offering Amount
Investment Price Invested
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Up to $49,999 3.00% 3.09%
$50,000 - $99,999 2.50% 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 0.75% 0.76%
6. SUBSEQUENT ACCOUNTING POLICY CHANGE
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). This Statement, as amended
by SFAS Nos. 137 and 138, requires all derivatives to be recorded on the
balance sheet date at fair value and establishes standard accounting
methodologies for hedging activities. The standard will result in the
recognition of offsetting changes in value or cash flows of both the hedge
and the hedged item in net investment income in the same period. The
Statement is effective for the Fund's fiscal year ending September 30,
2001. Because the Fund would report derivatives at fair value, the adoption
of this Statement is not expected to have a material impact on the
financial statements.
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Upright Growth Fund
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FINANCIAL HIGHLIGHTS
Selected data for a share outstanding throughout each period
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<S> <C> <C>
Year 01/21/1999
Ended to
09/30/2000 09/30/1999
PER SHARE DATA
Net asset value, beginning of period $ 10.08 $ 10.00
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Investment operations:
Net investment income (loss) (0.18) 0.03
Net realized and unrealized gain on investments 3.41 0.05
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Total from investment operations 3.23 0.08
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Less distributions:
From net investment income .02
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Net asset value, end of period $ 13.29 $ 10.08
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TOTAL RETURN 1 32.06% 0.80% (2)
========== ==========
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (in thousands) $ 1,962 $ 811
Ratio of net expenses to average net assets 3.21% 1.95% (3)
Ratio of net investment income (loss) to average net
assets (1.47)% 0.47% (3)
Ratio of net expenses to average net assets - without
fee waiver 3.21% 5.47% (3)
Ratio of net investment income to average net assets -
without fee waiver (1.47)% (3.05)% (3)
Portfolio turnover rate 19.88% 8.87%
1 Total returns do not include the one-time sales charge.
2 Total return is not annualized.
3 Annualized for the period January 21, 1999 (commencement of operations)
through September 30, 1999.
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Upright Growth Fund
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INDEPENDENT ACCOUNTANTS' REPORT
September 30, 2000
Board of Trustees
Upright Growth Fund
Livingston, New Jersey
We have audited the accompanying statement of assets and liabilities of
UPRIGHT GROWTH FUND, including the statement of net assets, as of September 30,
2000, and the related statement of operations for the year ended September 30,
2000, and the statement of changes in net assets and the financial highlights
for the year ended September 30, 2000. These financial statements and financial
highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit. The financial statements and financial
highlights of Upright Growth Fund as of and for the period ended September 30,
1999, were audited by other accountants whose report dated October 31, 1999,
expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification of securities owned as of
September 30, 2000, by confirmation, or by the application of alternative
auditing procedures with respect to unsettled portfolio security transactions.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
UPRIGHT GROWTH FUND as of September 30, 2000, and the results of its operations,
the changes in its net assets and the financial highlights for the periods
indicated thereon in conformity with generally accepted accounting principles.
/s/ BAIRD, KURTZ & DOBSON
Kansas City, Missouri
October 21, 2000
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Upright Growth Fund
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Investment Adviser & Administrator
Upright Financial Corporation
615 West Mt. Pleasant Avenue
Livingston, NJ 07039
Custodian
Fifth Third Bank Corporation
38 Fountain Square Plaza
Cincinnati, OH 45263
Independent Auditors
Baird, Kurtz & Dobson
Twelve Wyandotte Plaza
120 West 12th Street, Suite 1200 Kansas
City, MO 64105
Transfer Agent
Mutual Shareholder Services
1301 East Ninth Street, Suite 1005
Cleveland, OH 44114
Underwriter
Maxus Securities Corp.
1301 East Ninth Street, Suite 3600
Cleveland, OH 44114
Trustees
David Y.S. Chiueh
Chaur Noin Yeh
Wellman Wu
Bing B. Chen
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