BY-LAWS
OF
UPRIGHT INVESTMENTS TRUST
ARTICLE I
Agreement and Declaration of Trust and Principal Office
Section 1.1. Agreement and Declaration of Trust. These By-Laws shall
be subject to the Declaration of Trust dated March 4, 1998, as from time to time
in effect or supplemented (the "Trust Agreement"), of Upright Investments Trust,
the Delaware business trust established by the Trust Agreement (the "Trust").
Section 1.2. Principal and Registered Offices of the Trust. A
registered office of the Trust shall be located in Wilmington, Delaware. The
principal office of the Trust shall be located in New Jersey, ▇▇▇▇▇▇▇▇▇▇.
ARTICLE II
Shareholder's Meetings
Section 2.1. Place if Meeting. All special meetings of the shareholders
shall be held at the principal place of business of the Trust or at such other
place in the United States as the Trustees may designate.
Section 2.2. Meetings. A meeting of the shareholders of the Trust shall
be held whenever called by the Trustees and whenever election of a Trustee or
Trustees by shareholders is required by the provisions of Section 16(a) of the
Investment Company Act of 1940, as amended (the "1940 Act") for that purpose.
The Trustees shall promptly call and give notice of a meeting of shareholders
for the purpose of voting upon removal of any Trustee of the Trust when
requested to do so in writing by shareholders holding not less than 10% of the
shares then outstanding.
Section 2.3. Record Dates. For the purpose of determining the
shareholders who are entitled to vote or act at any meeting or any adjournment
thereof, or who are entitled to receive payment of any dividend or of any other
distribution, the Trustees may from time to time fix a time, which shall be not
more than 90 nor less than ten days before the date of any meeting of
shareholders or the date for the payment of any dividend or of any other
distribution, as the record date for determining the shareholders having the
right to notice of and to vote at such meeting and any adjournment thereof or
the right to receive such dividend or distribution, and in such case only
shareholders of record on such record date shall have such right,
notwithstanding any transfer of shares on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any such
purposes close the register or transfer books for all or any part of such
period.
ARTICLE III
Officers
Section 3.1. Officers. The officers of the Trust shall be a Chairman
of the Trustees, a President, a Treasurer, a Secretary and such other officers,
including Vice Presidents, if any, as the Trustees from time to time may in
their discretion elect. The Trust may also have such agents as the Trustees from
time to time in their discretion may appoint. The Chairman of the Trustees shall
be a Trustee and may but need not be a shareholder; and any other officer may be
but none need be a Trustee or shareholder. Any two or more offices may be held
by the same person.
Section 3.2. Election. The Chairman of the Trustees, the President, the
Treasurer and the Secretary shall be elected annually by the Trustees. Other
officers, if any, may be elected or appointed by the Trustees at any time.
Vacancies in any office may be filled at any time in accordance with the Trust
Agreement.
Section 3.3. Tenure. The Chairman of the Trustees, the President, the
Treasurer and the Secretary shall hold office until their respective successors
are chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified. Each other officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.
Section 3.4. Resignations and Removals. Any officer of the Trust may
resign by filing a written resignation with the President or with the Trustees
or with the Secretary, which shall take effect on being so filed at such time as
may be therein specified. The Trustees may at any meeting remove any officer.
Section 3.5. Powers. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties and powers herein and in the
Trust Agreement set forth, such duties and powers as are commonly incident to
the office occupied by him or her as if the Trust were organized as a Delaware
Business Trust and such other duties and powers as the Trustees may from time to
time designate.
Section 3.6. Chairman; President. Unless the Trustees otherwise
provide, the Chairman of the Trustees, or if there is none, or in the absence of
the Chairman, the President shall preside at all meetings of the shareholders
and of the Trustees. The President shall be the chief executive officer and, if
so designated by the Trustees, the chief financial officer.
Section 3.7. Treasurer. The Treasurer shall be the principal
financial and accounting officer of the Trust. He shall deliver all funds and
securities of the Trust which may come into his hands to such bank or trust
company. He shall have the custody of the seal of the Trust. He shall make
annual reports in writing of the business conditions of the Trust, which reports
shall be preserved upon its records, and he shall furnish such other reports
regarding the business and conditions as the Trustees may from time to time
require. The Treasurer shall perform such duties additional to the foregoing as
the Trustees may from time to time designate.
Section 3.8. Secretary. The Secretary shall record in books kept for
the purpose all votes and proceedings of the Trustees and the shareholders at
their respective meetings.
Section 3.9. Vice President. Each Vice President of the Trust shall
perform such duties as the Trustees may from time to time designate.
ARTICLE IV
Trustees' Meetings
Section 4.1. Trustees. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary and desirable
to carry out the responsibility, so far as such powers are not inconsistent with
applicable law, the Declaration of Trust, or with these By-Laws.
Section 4.2. Executive and Other Committees. The Trustees may elect
from their own number an executive committee to consist of not less than three
nor more than five members which shall have the power and duty to conduct the
current and ordinary business of the Trust, including the purchase and sale of
securities, while the Trustees are not in session, and such other powers and
duties as the Trustees may from time to time delegate to such committee. The
Trustees may also elect from their own number other committees from time to
time, the number composing such committees and the powers conferred upon the
same to be determined by vote of the Trustees.
Section 4.3. Regular Meeting. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that any Trustee who is absent when such
determination is made shall be given notice if the determination.
Section 4.4. Special Meetings. Special meetings of the Trustees may
be held at any time and at any place designated in the call of the meeting when
called by the Chairman of the Trustees, the President or the Treasurer or by two
or more Trustees, sufficient notice thereof being given to each Trustee by the
Secretary or an Assistant Secretary or by the officer of the Trustee of a
special meeting.
Section 4.5. Notice. It shall be sufficient notice to a Trustee of
a special meeting to sent notice by mail at least 72 hours or by telegram at
least 24 hours before the meeting addressed to the Trustee at his or her usual
or last known business or residence address or to given notice to him or her in
person or by telephone at least 24 hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
or her before or after the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him or her. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the meeting.
Section 4.6. Quorum. At any meeting of the Trustees a majority of the
Trustees then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
Section 4.7. Special Action. When all the Trustees shall be present at
any meeting, however called, or wherever held, or shall assent to the holding of
the meeting without notice, or after the meeting shall sign a written assent
thereto on the record of such meeting, the acts of such meeting shall be valid
as if such meeting had been regularly held.
Section 4.8. Action by Consent. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees and
filed with the records of the Trustees meetings, or by telephone meeting. Such
consent shall be treated as a vote of the Trustees for all purposes.
Section 4.9. Participation by Telephone. One or more of the Trustees or
of any committee of the Trustees may participate in a meeting thereof by
telephone or similar communications equipment, allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
ARTICLE V
Custody of Securities
Section 5.1. Employment of a Custodian. The Corporation shall place
and at all times maintain in the custody of a Custodian (including any
sub-custodian for the Custodian) all funds, securities and similar investments
owned by the Corporation. The Custodian (and any sub-custodian) shall be a bank
having not less than $2,000,000 aggregate capital, surplus and undivided profits
and shall be appointed from time to time by the Board of Directors, which shall
fix its remuneration.
Section 5.2. Action Upon Termination of Custodian. Agreement. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Board of Trustees shall promptly appoint a successor custodian,
but in the event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Board of Trustees shall call as
promptly as possible a special meeting to determine whether the Trust shall
function without a custodian or shall be liquidated. If so directed by vote of
the Trustees of a majority of the Trust, the Custodian shall deliver and pay
over all property of the Trust held by it as specified in such vote.
Section 5.3. Other Arrangements. The Trust may make such other
arrangements for the custody of its assets (including deposit arrangements) as
may be required by any applicable law, rule or regulation.
ARTICLE VI
Reports
Section 6.1. General. The Trustees and officers shall render reports
at the time and in the manner required by the Trust Agreement or any applicable
law. Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE VII
Seal
Section 7.1. General. The seal of the Trust shall be circular in form
bearing the inscription, with the word "Delaware", together with the name of the
Trust and the year of its organization cut or engraved thereon, but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of , any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
ARTICLE VIII
Execution of Papers
Section 8.1. General. Except as the Trustees may generally or in
particular cases authorize the execution of documents in some other manner, all
deeds, leases, contracts, notes and other obligations made by the Trustees shall
be signed by the President, any Vice President, or by the Treasurer and need not
bear the seal of the Trust.
ARTICLE IX
Amendments
Section 9.1. Amendment by Shareholders. New By-Laws may be amended or
repealed by the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote, except as otherwise provided by applicable
law or by the Declaration of Trust or these By-Laws.
Section 9.2. Amendment by Trustees. Subject to the right of
shareholders as provided in Section 9.1 of this Article to adopt, amend or
repeal By-Laws, and except as otherwise provided by applicable law or by the
Declaration of Trust, these By-Laws may be adopted, amended, or repealed by the
Board of Trustees.
