ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made and entered into this_______day of
_______, 1998 by and between Upright Investments, 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
and corporate administrative 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 a
transfer agent, including but not limited to : receive orders for the purchase
or redemption of share, prepare and transmit payments for dividends and
distributions declared by the Fund, calculate daily net asset value of the Fund,
mail transaction confirmation statements daily to investors, mail reports to
shareholder, computer, prepare and furnish all necessary reports to governmental
authorities: Form 1099 and other appropriate forms. 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. 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 which 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 sales and expenses attributable to its operations, including ,without
limitation, custodian fees; legal; auditing; federal and state registration
fees; federal, state and local taxes; commission of sales personnel;
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 its own
expense provide the equipment, office space and facilities necessary to perform
its obligations under this agreement. in addition , without limitation: 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
0.95% of the Fund's average daily net assets for the first $50 million of
average daily net assets and 0.85% of the Fund's average daily net assets for
average 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 which 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 their 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
_________________________ By______________________________
Attest: Upright Financial Corporation
__________________________ By______________________________
