ADMINISTRATION AND FUND ACCOUNTING AGREEMENT THIS ADMINISTRATION AGREEMENT is made and entered into this 28th day of November , 1999 by and between Upright Investments Trust, a Delaware business trust (the "Fund"), and Upright Financial Corporation, a...

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT

THIS ADMINISTRATION AGREEMENT is made and entered into this 28th
day of November , 1999 by and between Upright
Investments Trust, a Delaware business trust (the "Fund"),
and Upright Financial Corporation, a New Jersey company (the
"Administrator")

WHEREAS, the Fund is registered as an open-end, diversified
investment company under the Investment Company Xxx 0000 (the
"1940 Act"); and 

WHEREAS, the Fund wishes to retain the Administrator to
render supervisory; corporate administrative and fund
accounting services to the Fund in the manner and on the terms
hereinafter set forth;

NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, and intending to be legally bound,
the Fund and the Administrator agree as follows:



1. Appointment. The Fund hereby appoints the
Administrator to provide administrative services, subject to the
direction of the Board of Trustees and the officers of the Fund,
in connection with the management of the Fund’s operations
for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees perform all
services of administrator. The Administrator shall for all
purposes herein be deemed to he an independent contractor and,
except as expressly provided or authorized (whether herein or
otherwise), shall have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.

2. Duties of the Administrator. The Administrator, at
its expense, shall supply the Board of Trustees and officers of
the Fund with all statistical information and reports reasonably
required by it and reasonably available to the Administrator and
furnish the Fund with office facilities, including space,
furniture and equipment and all personnel reasonably necessary
for the operation of the Fund. In addition, the Administrator
agrees to provide the following fund accounting services to the
Fund: (1) Calculate daily net assets value and communicate such
value to the fund and its transfer agent; maintain all general
ledger accounts and related subledgers; maintain historical tax
lots for each security. (2) Prepare and monitor the expense
accruals and cause all appropriate expense to be paid on proper
authorization from the Fund; calculate capital gains and dividend
distributions subject to review and approval by the Fund and its
independent accounts, in accordance with Subchapter M of the
Internal Revenue Code. (3) Prepare financial statements for the
Annual and Semi-Annual Reports required pursuant to Section 30(d)
under the 1940 Act and filing of those reports with SEC on Form N-SAR.
(4) Provide other accounting services as may be agreed upon from
time to time in writing by the Fund and the Accounting Services
Agent. 

The Administrator shall maintain and preserve all books and
records with respect to the Fund’s securities and
transactions in accordance with all applicable federal and state
laws and regulations. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Administrator agrees that all
records that it maintains for the Fund are the property of the
Fund and further agrees to surrender promptly to the Fund any of
such records upon the Fund’s request. The Administrator
further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule31a-1
under the 1940 Act. 

3. Expenses of the Fund. 


    
A. Expense Payable by the Fund. The Fund should be
    responsible for effecting sale and expenses attributable to
    its operations, including, without limitation, custodian
    fees; legal; auditing; federal and state registration fees;
    federal, state and local taxes; non-affiliated directors’
    fees; interest on its bank loans; brokerage commissions;
    insurance; and non-recurring expense.



    
B. Expense Payable by the Administrator. The Administrator
    assume and shall pay for maintaining its staff and personal,
    and shall at its own expense provide the equipment, office
    space and facilities necessary to perform its obligations
    under this agreement. In addition, without limitation:
    organization costs, cost of printing proxies, prospectuses,
    accounting and pricing costs (including the daily calculation
    of net asset value), shareholders reports and notices; cost
    of supplies and postage; and administrative and clerical
    services. 


4. Compensation. As compensation for the services
rendered, the facilities furnished and the expenses assumed by
the Administrator, 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 $50 million of
daily net assets and 0.40% of the Fund's daily net assets for
daily net assets over $50 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.

5. Fee Reduce and Reimbursements. If the expenses borne
by the Fund in any fiscal year exceed the applicable expense
limitations imposed by the securities regulations of any state in
which shares are registered or qualified for sale to the public,
the Administrator will reduced pro rata (but not below zero) to
the extent required by such expense limitation. The Administrator
will bear its pro rata share of any such fee reduction based on
the percentage that the Administrator’s fee bears to the
total administrative and advisory fees paid by the Fund to the
Administrator and to the investment adviser of the Fund, for the
month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate portion of said fee
reduction based on the number of days that the Agreement is in
effect during such month and year, respectively.

6. Activities of the Administrator. The services of the
Administrator to the Trust hereunder are not to be deemed
exclusive, and the Administrator and any of its affiliates shall
be free to render similar services to others. Subject to and in
accordance with the Agreement and Declaration of Trust and By-Laws
of the Trust and to Section 10(a) of the Federal Investment
Company Act of 1940, it is understood that trustees, officers,
agents and shareholder of the Trust are or may be interested in
the Administrator or its affiliates as directors, are or may be
interested in the Trust as trustees, officers, agents,
shareholder or otherwise, that the Administrator or its
affiliates may be interested in the Trust as shareholders or
otherwise; and that the effect of any such interests shall be
governed by said Agreement and Declaration of Trust, the By-Laws
and the Act. 

7. Limitation of Liability of the Administrator. The
administrator assumes no responsibility under this Agreement
other than to render the services called for hereunder, in good
faith, and shall not be responsible for any action of the Board
of Trustees of the Fund. The Administrator shall not be liable to
the Fund or to any shareholder of the Fund for any act or
omission in the course of, or in connection with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security. 

8. Duration and termination. This Agreement will remain
in effect for two years from the date of its execution and from
year to year thereafter so long as specifically approved
annually, (1) by vote of a majority of the trustees of the Fund
who are not parties to this Agreement or interested persons of
such parties, cast in person at a meeting called for that
purpose, and (2) either by vote of the holders of a majority of
the outstanding voting securities of the Fund or by a majority
vote of the Fund’s Board of Trustees.

This Agreement shall terminate automatically in the event of
its assignment by the Advisor and shall not be assignable by the
Fund without the consent of the Advisor. This Agreement may also
be terminated at any time, without the payment of penalty, by the
Fund or by the Advisor on sixty (60) days’ written notice
addressed to the other party at its principal place of business. 

9. Amendment of This Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought, and no material amendment of this
Agreement shall be effective until approved by (i) the Board of
Trustees of the Fund, or by a vote of the holders or a majority
of the outstanding voting securities of the Fund, and (ii) a
majority of those trustees of the Fund who are not parties to
this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such
approval.

10. Delegation of Authority. Administrator may from
time to time in its sole discretion delegate some or all of its
duties hereunder to any affiliate(s) or other entity, which shall
perform such functions as the agent of Administrator. To the
extent of such delegation, the term "Administrator" in
this Agreement shall be deemed to refer to both Administrator and
such affiliate(s) or other entity or any of them, as the context
may indicate; provided that the assignment and delegation of any
of Administrator duties under this section shall not relieve
Administrator of any of its responsibilities or liabilities under
this Agreement. 

11. Name of Company. The Fund may use the name "Upright"
only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect, including any similar
agreement with any organization that shall have succeeded to the
business of the Advisor. At such time as such an agreement shall
no longer be in effect, the Fund will (to the extent that it
lawfully can) cease to use any name derived from Upright
Financial Corp., or any successor.

12. Definitions. As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested
person, " and "assignment "shall have the same
meanings as such terms have in the 1940 Act.

13. Severability. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties’ hereto and there
respective successors.

14. Miscellaneous. The captions in this Agreement are
included for convenience of reference only an din no way define
or delimit nay of the provisions hereof or otherwise affect their
construction to effect. 

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be

Duly executed as of the day and year first above written.





    

        
Attest:
        
 
        
Upright Growth Fund
    
    

        
/s/ Chaur Xxx Xxx 
        
 
        
BY /s/ Xxxxx Y.S. Chiueh 
    
    

        
Vice President of the Fund
        
 
        
President 
    
    

        
Attest:
        
 
        
Upright Financial
        Corporation
    
    
    

        
/s/ Chaur Xxx Xxx
        
 
        
BY /s/ Xxxxx Y.S. Chiueh
    
    

        
Vice President of the Fund
        
 
        
President