SEC v. DAVID YOW SHANG CHIUEH; and UPRIGHT FINANCIAL CORP., No. 2:25-cv-01920, District of New Jersey (Apr. 15, 2025) — Complaint

Corey A. Schuster
Lee A. Greenwood
Debra Jaroslawicz
Stephen B. Holden
Ming Ming Yang
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-0142 ( Jaroslawicz)
[email protected]

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

DAVID YOW SHANG CHIUEH and
UPRIGHT FINANCIAL CORP.,

                                             Defendants.

FIRST
AMENDED
COMPLAINT

25 Civ. 1920

JURY TRIAL
DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), 100 Pearl
Street, Suite 20-100, New York, New York 10004-2616, for its First Amended
Complaint against Defendants   David Yow Shang Chiueh (“Chiueh”), 349
Ridgedale Avenue, East Hanover, New Jersey 07936, and Upright Financial Corp.
(“Upright”), 349 Ridgedale Avenue, East Hanover, New Jersey 07936 (together,
“Defendants ”), alleges as follows:

2
SUMMARY
1. Defendants engaged in a multi-year fraudulent scheme to operate the
mutual fund Upright Growth Fund (“Fund”) as a highly concentrated fund in
violation of the Fund’s investment mandate and Defendants’ fiduciary duties, at
the expense of the Fund and its retail investor base.  Defendants also violated other
important legal requirements for mutual funds, like the Fund, that are integral to
safeguarding investors, which Chiueh then lied about in the Fund’s public filings
with the Commission.
2. In the 1990s, Chiueh founded both Upright, an investment adviser
registered with the Commission, and Upright Investments Trust (“Upright Trust”),
a registered investment company of which the Fund is a series.  Beginning at its
inception in 1998, and for more than two decades later  , the Fund had a disclosed
fundamental policy to invest no more than 25% of its total assets in one industry
(“Concentration Policy”).
3. In November 2021, the Commission issued a settled order that found
that Defendants violated the Concentration Policy between July 2017 and June
2020 by concentrating more than 25% of the Fund’s total assets in one industry,
including the semiconductor industry, and, in doing so, that Defendants committed
fraud and breached their fiduciary duties to the Fund (among other securities law

3
violations).  See Upright Financial Corp. and David Yow Shang Chiueh, A.P. File
No. 3-20664 (Nov. 24, 2021) (“2021 Order”).
4. But, despite Defendants’ promise, made as part of their settlement
with the Commission, that they would stop this conduct, they continued their fraud
unabated.  From at least November 24, 2021, through September 29, 2023,
Defendants continued to invest more than 25% of the Fund’s total assets in a single
company, Company A.  And, even after September 29, 2023, Defendants
continued to violate the Fund’s Concentration Policy by investing more than 25%
of the Fund’s assets in the semiconductor industry through at least June 23, 2024.
5. Defendants’ conduct from November 24, 2021, through at least June
23, 2024 (“Relevant Period”), harmed the Fund and its investors.  By waiting
nearly two years to reduce the Fund’s Company A holdings below the 25% limit,
and then continuing to overconcentrate the Fund in the semiconductor industry,
Defendants caused losses of approximately $1.6 million.  Meanwhile, Defendants
collected advisory fees of approximately $100,000 on the Fund’s assets that
exceeded the 25% limit.
6. Defendants also engaged in two sets of misconduct during the
Relevant Period with respect to Upright Trust’s board of trustees (“Board”), in
violation of fundamental provisions of the Investment Company Act of 1940
(“Investment Company Act”).  First, Defendants failed to provide or withheld key

4
information from the Board, including (i) information reasonably necessary for the
Board to evaluate the terms of Upright’s advisory contract, which was not put to a
vote as required and which Chiueh misrepresented in the Fund’s Commission
filings, and (ii) mislead  ing the Board about Defendants’ past securities law
violations and the 2021 Order.  Second, Defendants hired an accountant to audit
each series of Upright Trust, including the Fund, without the required Board vote.
VIOLATIONS
7. Through the above conduct and as alleged further herein, Defendants
have violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)], Section 10(b) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rules
10b-5(a) and 10b-5(c) thereunder [17 C.F.R. §§ 240.10b-5(a) and 240.10b-5(c)],
Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers
Act”) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and Investment Company Act Section
15(c) [15 U.S.C. § 80a-15(c)].
8. Through the above conduct and as alleged further herein, Chiueh
violated Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)], Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R.
§ 240.10b-5(b)], and Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule
206(4)-8(a)(1) thereunder [17 C.F.  R.    § 275.206(4)-8(a)(1)].

5
9. Through the above conduct and as alleged further herein, Chiueh
aided and abetted, pursuant to Securities Act Section 15(b)  [15 U.S.C. § 77o(b)]
and Exchange Act Section 20(e) [15 U.S.C. § 78t(e)], Upright Trust’s violations of
Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and Exchange Act Section
10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-
5(b)].
10. Through the above conduct and as alleged further herein, Defendants
aided and abetted, pursuant to the Investment Company Act Section 48(b) [15
U.S.C. § 80a-47(b)], Upright Trust’s violations of Investment Company Act
Sections 13(a)(3) and 32(a) [15 U.S.C. §§ 80a-13(a)(3) and 80a-31(a)].
11. Unless Defendants are restrained and enjoined, they will engage in the
acts, practices, transactions, and courses of business set forth in this Complaint or
in acts, practices, transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
12. The Commission brings this action pursuant to the authority conferred
upon it by Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and
77t(d)],  Exchange Act Section 21(d) [15 U.S.C. § 78u(d)], Advisers Act Sections
209(d) and 209(e) [15 U.S.C. §§ 80b-9(d) and 80b-9(e)], and Investment Company
Act Section 41(d) [15 U.S.C. § 80a-41(d)].

6
13. The Commission seeks a final judgment: (a) permanently enjoining
Defendants from violating the federal securities laws and rules this Complaint
alleges they have violated; (b) ordering Defendants to disgorge all ill  -gotten gains
they received as a result of the violations alleged here and to pay prejudgment
interest, pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §
78u(d)(5) and 78u(d)(7)], and Investment Company Act Section 9(e) [15 U.S.C.
80a-9(e)]; (c) ordering Defendants to pay civil money penalties pursuant to
Securities Act Section 20(d) [15 U.S.C. § 77t(d)], Exchange Act Section 21(d)(3)
[15 U.S.C. § 78u(d)(3)], Advisers Act Section 209(e) [15 U.S.C. § 80b-9(e)], and
Investment Company Act Section 41(e) [15 U.S.C. § 80a-41(e)]; and (d)  ordering
any other relief the Court may deem just and proper.
JURISDICTION AND VENUE
14. This Court has jurisdiction over this action pursuant to Securities Act
Section 22(a) [15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa],
Advisers Act Section 214 [15 U.S.C. § 80b-14], and Investment Company Act
Sections 42(d) and 44 [15 U.S.C. §§ 80a-41(d) and 80a-43].
15. Defendants, directly and indirectly, have made use of the means or
instrumentalities of interstate commerce or of the mails in connection with the
transactions, acts, practices, and courses of business alleged herein.

7
16. Venue lies in this District under Securities Act Section 22(a) [15
U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa],  Advisers Act
Section 214 [15 U.S.C. § 80b-14], and Investment Company Act Section 44 [15
U.S.C. § 80a-43].  Upright is a New Jersey corporation with its principal place of
business in this District in East Hanover, New Jersey.  Chiueh resides in East
Hanover, New Jersey at the same address as Upright.  In addition, certain of the
acts, practices, transactions, and courses of business alleged in this Complaint
occurred within this District, including the operations of Upright, Upright Trust,
and the Fund, and offers, purchases, and sales of shares of the Fund.
DEFENDANTS
17. Upright is a New Jersey corporation with its principal place of
business in East Hanover, New Jersey.  Upright has been registered with the
Commission as an investment adviser since March 1991.  In its most recent
amendment to its Form ADV,
1
 filed on July 1, 2024, Upright reported more than
$62 million in regulatory assets under management across 42 advisory clients,
including its client Upright Trust.

1
  The Form ADV is a document that investment advisers file with the
Commission that provides information about the adviser and its business
operations, as well as other disclosures.

8
18. Chiueh, age 67, resides in East Hanover, New Jersey.  Chiueh is
Upright’s founder and owner and, during the Relevant Period, was its president
and the sole person controlling Upright.
19. Chiueh was also the chief executive officer (“CEO”)  , portfolio
manager, and Board chairman of Upright Trust during the Relevant Period.  He
was also the chief compliance officer (“CCO”) during the Relevant Period, except
from March 2023 through April 1, 2024
.
20. During the Relevant Period, Chiueh was the sole person who made
investment decisions for Upright Trust’s funds, including the Fund, and received
compensation from Upright for making investment decisions for the Fund.
21. During the Relevant Period, Chiueh reviewed and approved Upright
Trust’s filings with the Commission before they were submitted.
OTHER RELEVANT ENTITIES
22. Upright Trust is a Delaware business trust formed by Chiueh in
1998.  Upright Trust has been registered as an open-end investment company with
the Commission since April 1998.  Upright Trust consists of three series funds,
including the Fund.  Upright Trust’s investment adviser was Upright, which made
investment decisions for Upright Trust’s series funds, including the Fund, in
exchange for an advisory fee based on assets under management.

9
23. Upright Growth Fund is a series of Upright Trust that operates as an
open-end, management investment company, otherwise known as a mutual fund.
The Fund is and was, during the Relevant Period, listed on NASDAQ under the
ticker symbol UPUPX.  The Fund’s shares were continuously offered and sold to
investors, primarily retail investors, during the Relevant Period.  As of December
31, 2024, the Fund held net assets of approximately $22.9 million.
FACTS
I. BACKGROUND ON MUTUAL FUNDS
24. An investment company is a company that issues securities and
primarily invests in securities.
25. Congress enacted the Investment Company Act to provide for the
registration and regulation of investment companies to protect investors from
purchasing securities without the benefit of certain information about the
securities, the investment company, and its management.  See Investment
Company Act Section 1(b) [15 U.S.C. § 80a-1(b)].
26. An investment company registered with the Commission pursuant to
the Investment Company Act is known as a registered investment company.
27. A mutual fund is a type of registered investment company that pools
money from many investors and invests the money in some combination of stocks,

10
bonds, short-term money-market instruments, and/or other assets.  The securities
and other assets owned by a mutual fund are known collectively as its portfolio.
28. A mutual fund’s portfolio is managed by a Commission-registered
investment adviser.  A mutual fund’s investment adviser owes a fiduciary duty to
its client, the fund.  This duty includes an affirmative duty of utmost good faith and
a duty to act in the best interest of its client, as well as an obligation to provide full
and fair disclosure of all material facts and to employ reasonable care.
29. Each mutual fund share represents an investor’s proportionate
ownership of the mutual fund’s portfolio and of the income and capital gains the
portfolio generates.  Investors in a mutual fund are also referred to as shareholders.
30. Under the Investment Company Act, mutual funds must disclose to
the investing public information about itself and its objectives.
31. Investment Company Act Section 8(a) [15 U.S.C. § 80a-8(a)] requires
that a mutual fund file with the Commission a registration statement containing
information that the Commission “prescribe[s] as necessary or appropriate in the
public interest or for the protection of investors.”  Such information includes a
recital of the mutual fund’s policies, including “a recital of all investment policies
of the registrant . . . which are changeable only if authorized by shareholder vote”
and “a recital of all policies of the registrant . . . in respect of matters which the

11
registrant deems matters of fundamental policy.”  Investment Company Act
Sections 8(b)(2) and (b)(3) [15 U.S.C. §§ 80a-8(b)(2) and 80a-8(b)(3)].
32. Pursuant to Investment Company Act Section 13(a)(3) [15 U.S.C.
§ 80a-13(a)(3)], no mutual fund shall, “unless authorized by the vote of a majority
of its outstanding voting securities . . . deviate from its policy in respect of
concentration of investments in any particular industry or group of industries as
recited in its registration statement, deviate from any investment policy which is
changeable only if authorized by shareholder vote, or deviate from any policy
recited in its registration statement” that it deems, under Investment Company Act
Section 8(b)(3) [15 U.S.C. § 80a-8(b)(3)] “matters of fundamental policy.”
33. Registered investment companies are governed by a board of
directors,   who are also referred to as trustees when the registered investment
company is organized as a trust (like Upright Trust).
II. THE FUND’S PRIOR VIOLATIONS OF ITS CONCENTRATION
POLICY
A. The Fund Had a Concentration Policy With a 25% Limit.
34. Upright Trust filed its registration statement with the Commission on
April 1, 1998.
35. According to this registration statement, which includes a prospectus
for the Fund, one of the Fund’s fundamental policies is the Concentration Policy

12
with a 25% limit—that is, that “the Fund may not invest more than 25% of its total
assets in one industry.”
36. The Fund’s Statements of Additional Information (“SAIs”) filed with
the Commission are incorporated by reference into the Fund’s prospectuses.
37. Since the Fund began in 1998, the Fund’s SAIs have stated that the
Fund’s fundamental policies “cannot be changed without approval by a ‘majority
of the outstanding voting securities’ (as defined in the Investment Company Act of
1940) of the Fund.”
38. Since the Fund began in 1998 and until February 27, 2020, the Fund’s
SAIs have stated that one of the Fund’s fundamental policies is that the Fund may
not invest more than 25% of its total assets in securities of companies principally
engaged in any one industry.
39. Subsequent SAIs filed in 2021, 2022, and 2023 purport to reflect a
50% limit for the Concentration Policy.
40. However, during these years Defendants did not obtain shareholder
approval to change the Concentration Policy limit from 25% to 50%.
41. Though the Board solicited proxy votes from its shareholders in
August 2018 (the “2018 Proxy Solicitation”), the 2018 Proxy Solicitation did not
purport to attempt to change the Concentration Policy.

13
42. Thus, during the Relevant Period, the Fund had as a fundamental
policy the Concentration Policy with a 25% limit.
B. By at Least Early 2019, Commission Staff Notified Defendants
that the Fund Was Violating Its Concentration Policy, Among
Other Securities Laws.
43. In 2018 and early 2019, the Commission’s Division of Examinations
(“Examinations”) examined Upright Trust to evaluate its compliance with certain
provisions of the federal securities laws.
44. Following the examination, on March 5, 2019, Examinations staff sent
Chiueh, as the manager of Upright Trust, a deficiency letter (“2019 Deficiency
Letter”) to an email address in Upright’s name and hosted by Gmail. Before and
during the Relevant Period, Upright maintained this email address (“Upright Email
Address”), which was primarily used by Chiueh and Upright’s office manager.
45. Chiueh read the 2019 Deficiency Letter within about a week of
receiving it.
46. The 2019 Deficiency Letter stated that the examination had identified
deficiencies and weaknesses in controls that were described in the letter.
47. Examinations staff discussed the deficiencies and weaknesses in
controls contained in the 2019 Deficiency Letter with Chiueh and Upright’s office
manager during an exit interview on February 7, 2019.

14
48. The 2019 Deficiency Letter stated that the Examinations staff brought
these findings to Chiueh’s attention for “immediate corrective action, without
regard to any other actions that may result from the examination.”
49. Among other deficiencies, the 2019 Deficiency Letter stated that the
Fund violated the Concentration Policy 25% limit.
50. The 2019 Deficiency Letter described the Concentration Policy itself
and referred to a chart summarizing five instances in 2017 where the exercise of
written options caused the Fund to purchase the securities of three companies (one
of which was Company A) that represented percentages of the Fund’s total assets
of between 25% and 70% at the time of those purchases.
51. The 2019 Deficiency Letter explained that these violations occurred
“due to [Upright’s] recklessness” because “the Fund was forced to buy massive
quantities of the underlying shares upon the options being exercised.”
52. Accordingly, the 2019 Deficiency Letter stated that the Fund
“repeatedly violated its industry concentration restrictions.”
53. In a footnote right after this finding, the 2019 Deficiency Letter noted
that “the Fund used inconsistent industry classifications from one reporting period
to another.”
54. The 2019 Deficiency Letter added that “[t]he Fund’s deviation from
this fundamental investment policy is a violation of Section 13(a)(3) of the

15
[Investment Company Act],”   that “[t]he Staff has serious concerns that [Upright]
managed the Fund in a manner inconsistent with its registration statement and did
not receive shareholder approval to do so,” and that Upright “should inform the
Staff of the corrective action it plans to take with respect to this matter.”
55. As a result, the 2019 Deficiency Letter stated that it is the
Examinations staff’s opinion that “[Upright]  failed to satisfy its fiduciary duty
owed to the Fund.”
56. Regarding the 2018 Proxy Solicitation, the 2019 Deficiency Letter
noted that “[  Upright] failed to obtain shareholder approval in advance of the Fund
becoming non-diversified.”
57. The 2019 Deficiency Letter also noted that, because the Fund had
repeatedly violated the Concentration Policy, the Fund’s SAIs, which stated that
the Fund will operate in accordance with the Concentration Policy (as well as the
Fund’s other fundamental policies), contained “inaccurate information” in
violation of Investment Company Act Section 34(b) [15 U.S.C. § 80a-34(b)].
58. Finally, with respect to the renewal of Upright’s contracts with
Upright Trust, the 2019 Deficiency Letter stated that the Examinations staff
reviewed minutes of a Board meeting on August 22, 2018, that “revealed that both
the investment advisory agreement and the administration contract between
[Upright Trust] and [Upright] were ‘pre-approved’ as of October 1, 2018,” and that

16
“no documentation accompanied the minutes to substantiate the Board’s renewal
of both contracts” such that “the Staff could not determine what factors the Board
considered to renew the contracts.”
59. As a result, citing to Gartenberg v. Merrill Lynch Asset Management,
694 F.2d 923 (2d Cir. 1982) (“Gartenberg”), the 2019 Deficiency Letter added that
“[t]he apparent lack of an informed analysis related to the Board’s approval of both
agreements raises concerns under Section 15(c) of the IC Act” and noted that “this
is a recidivist violation.”
C. In 2021, Defendants Consented to a Commission Order Finding
They Violated the Concentration Policy, Among Other Securities
Laws.
60. Between 2019 and 2021, the staff of the Commission’s Division of
Enforcement (“Enforcement”) investigated Defendants.  The investigation focused
on many of the same issues as the 2019 Deficiency Letter.
61. Beginning in April 2021, Enforcement staff provided Defendants
(through their counsel) with several drafts of what would be the 2021 Order.
62. The drafts stated that the Concentration Policy was a fundamental
policy of the Fund and that the Fund’s investment of more than 25% of its assets in
one industry violated the Concentration Policy and Investment Company Act
Section 13(a)(3) [15 U.S.C. § 80a-13(a)(3)].

17
63. On October 13, 2021, Defendants sent Enforcement staff offers of
settlement, which Chiueh signed on behalf of both himself and Upright.
64. On November 24, 2021, the Commission issued the 2021 Order
against Defendants.
65. The 2021 Order found that “Upright Trust established as a
fundamental policy in its registration statements that [the Fund] would not invest
‘more than 25% of its total assets in securities of companies principally engaged in
any one industry.’”
66. The 2021 Order found that Defendants violated the Concentration
Policy for each month from July 2017 through June 2020 because the Fund’s total
assets exceeded the 25% limit in either the “Semiconductors and Related
Industries” and/or the “Pharmaceutical Preparation” industry in each month.
67. Without admitting or denying the Commission’s findings, Defendants
consented to the entry of the 2021 Order, which found that, among other
violations, Defendants violated Securities Act Sections 17(a)(2) and 17(a)(3) and
Advisers Act Sections 206(2) and 206(4) and Rule 206(4)-8 thereunder; Upright
violated Advisers Act Section 206(4) and Rule 206(4)-7 thereunder and that
Chiueh caused this violation; and Defendants caused the Fund’s violations of
Investment Company Act Sections 13(a)(1) and 13(a)(3).

18
68. As a part of the settlement, Defendants agreed to cease-and-desist
from committing or causing future violations of these statutes and rules as well as
to be censured.
69. Upright also consented to certain undertakings in the 2021 Order.
70. These undertakings required that Upright retain an independent
compliance consultant (“ICC”) to review and recommend corrective measures for,
among other topics, the monitoring of Upright’s mutual fund clients’ compliance
with the requirements of their investment policies; communications with clients,
auditors, and others about possible failures to comport with fund governing
documents or possible failures to comply with the law by clients or investment
advisers; and detecting and addressing fraud.
71. Under the 2021 Order, Upright was required to take all necessary
steps to adopt, implement, and abide by the ICC’s recommendations.
72. Upright retained an ICC in March 2022.
73. The 2021 Order contained an agreement by Upright to certify its
compliance with the undertakings within sixty days from the date of completion of
the undertakings (“Certification Date”).
74. By agreement between Upright and Enforcement staff, the deadline to
complete undertakings was extended from March 3, 2023, to May 2, 2023.
Therefore, the Certification Date was May 2, 2023.

19
75. Upright did not certify its compliance with the undertakings in the
2021 Order by the Certification Date.
76. To date, Upright has not certified its compliance with the
undertakings in the 2021 Order.
III. DEFENDANTS CONTINUED TO VIOLATE THE FUND’S
CONCENTRATION POLICY AFTER NOVEMBER 2021.
A. Defendants Continued to Overconcentrate the Fund’s Assets in
Company A.
77. During the Relevant Period, Defendants continued to operate the Fund
in a manner that violated its Concentration Policy, a fundamental policy of the
Fund, by overconcentrating its assets in not only one industry, but one issuer—
Company A.
78. During the Relevant Period, Yahoo Finance classified Company A (as
well as other positions the Fund held) as being in the semiconductor industry.
79. Since June 6, 2023, Chiueh stated in the Fund’s annual and
semiannual shareholder reports that the Fund used Yahoo Finance as its industry
classification source.

20
80. As shown in the chart below, from at least November 24, 2021, until
September 29, 2023, the Fund violated its Concentration Policy’s 25% limit by
investing more than 25% of its total assets in Company A stock.

81. Defendants waited until June 28, 2023, to sell portions of the Fund’s
holdings of Company A stock.

21
82. Defendants sold additional shares of Company A stock held by the
Fund in July and September 2023.
83. Between June 28, 2023, and July 17, 2023, and then between
September 25, 2023, through September 29, 2023, Defendants sold an average of
approximately 30,000 shares of Company A stock per day on the 17 trading days
on which the Fund A sold Company A stock.
84. The Fund’s sales of Company A stock did not have a material impact
on the price per share of Company A on these 17 trading days.
85. Through these sales, as reflected in the chart above in paragraph 80,
the Fund’s holdings of Company A stock dropped below 25% of the Fund’s total
assets on September 29, 2023.
86. But, on that date, the Fund still held more than 37% of its total assets
in the semiconductor industry (including Company A) as classified by Yahoo
Finance, Chiueh’s only disclosed classification source.
87. Accordingly, as reflected in the chart above in paragraph 80, the Fund
continued to violate the Concentration Policy by investing more than 25% of its
assets in the semiconductor industry after September 29, 2023, and through the
Relevant Period.
88. During the Relevant Period, Defendants classified Company A as “IC
Design,” a classification that Yahoo Finance did not use.

22
89. Prior to the Relevant Period, in a semiannual report for the Fund dated
June 11, 2018, Defendants classified Company A as in the semiconductor industry.
90. And, in a February 2022 Company A investor presentation, which
Chiueh sent to the Board by email using the Upright Email Address on October 29,
2023, Company A described itself as “[a] Global Semiconductor Company” and a
“One of the Leading Semiconductor Companies in the World [.]”
91. Had Upright and Chiueh used Yahoo Finance as the Fund’s sole
industry classification source, as Chiueh had represented in the Fund’s
Commission filings, then Company A would have been classified as part of the
semiconductor industry and the Fund’s semiconductor holdings, which consisted
of Company A stock and as well as other securities, would have exceeded the 25%
Concentration Policy limit until at least June 23, 2024.
92. Defendants, experienced investment advisers, knew, or recklessly
disregarded, that using more than one classification provider enabled manipulation
of classifications to meet concentration limits.
93. Defendants provided substantial assistance to the Fund’s violation of
its Concentration Policy by maintaining investments in Company A and other
companies that resulted in more than 25% of the Fund’s assets being invested in
Company A and then the semiconductor industry during the Relevant Period.

23
B. Chiueh Knew, or Recklessly Disregarded, that the Fund
Continued to Violate Its Concentration Policy.
94. As the CEO, CCO, portfolio manager, and Board chairman of Upright
Trust at the time of the 2019 Deficiency Letter, 2021 Order, and ICC reports,
Chiueh knew, or recklessly disregarded, that the Fund’s holdings of Company A
stock, as well as the Fund’s semiconductor holdings more broadly, violated the
25% Concentration Policy limit during the Relevant Period.
95. For example, on June 17, 2022, Upright received—via the Upright
Email Address—a copy of the ICC’s    preliminary report pursuant to the 2021 Order
(“Preliminary Report”).
96. Chiueh reviewed   the Preliminary Report at or around the time he
received it.
97. In the Preliminary Report, the ICC stated that Company A stock
ranged from 22% to 47% of the assets across Upright Trust’s funds (including the
Fund) as of March 31, 2022.
98. The Preliminary Report also stated that, with respect to the purported
change to the Fund’s Concentration Policy from 25% to 50% that was reflected in
prior SAIs, Upright “did not provide any proof that the shareholders approved this
change in the fundamental limit, including [from the 2018 Proxy Solicitation].”

24
99. The Preliminary Report then recommended that Upright “amend the
SAI to reflect the fundamental 25% industry limit and then manage the Fund in
accordance with the policy.”
100. The Preliminary Report also stated that Upright should “[a]djust the
portfolio to bring it in line with the correct fundamental policy” and that Upright
“should be responsible for any losses to [the Fund] for the portfolio adjustments.”
101. The ICC recommended in the Preliminary Report that Upright use a
single, reputable third-party source to provide classifications because “[t]his helps
ensure [Upright] cannot manipulate the classifications and also ensures [Upright]
cannot pick multiple classification providers in order to use different classifications
to stay in compliance (cherry picking in order to increase exposure to a security).”
102. Upright responded to the Preliminary Report in an email dated July
18, 2022, from the Upright Email Address.
103. Upright stated in its response that it intended to engage counsel in
order to “determine what steps to take to bring the fundamental 25% or 50%
industry limit and manage the Fund in accordance with the policy.”
104. Upright also stated that Upright “will use the source that the fund
accountant provides for industry classifications.  If [Upright] sees a classification
that does not describe the security, the proposed classification will be brought
before the Board for approval before any changes are made.”

25
105. On July 19, 2022, the ICC replied to Upright’s email from the prior
day and stated that “[o]nce [Upright] chooses an industry classification source, it
will need to keep that source and follow it without deviation (with only very
limited exceptions).  The Board does not need to approve the classification source,
nor can you ask the Board to approve an override of an industry classification
provided by the source.  The purpose in picking a reputable, third-party source is to
mitigate the conflicts with [Upright] (or the Board) determining the industry
classifications.”
106. Additionally, via the Upright Email Address, Upright submitted a
series of proposals to the ICC on August 17, 2022, including that Upright would
engage legal counsel before November 1, 2022, to conduct a proxy vote on
changing the industry concentration limit.
107. On January 3, 2023, the ICC issued its final report pursuant to the
2021 Order (“Final Report”), a copy of which the ICC sent to the Upright Email
Address.
108. In the Final Report, the ICC stated that it “disagrees with [Upright’s]
proposals and the original recommendations still apply,” noting that “[a]fter
[Upright] implements the recommendations, it can then consider a proxy to
shareholders to make changes to the industry concentration limits.”

26
C. Defendants’ Concentration Policy Violations Harmed the Fund
and its Investors.
109. Defendants’ decision to ignore the 2021 Order and ICC reports, and to
wait until June 2023 to begin reducing the Fund’s holdings of Company A stock,
caused significant harm to the Fund and its investors.
110. Prior to the Relevant Period, the Fund bought its shares of Company
A stock for an average price of approximately $12.84 per share; nearly all of these
purchases occurred prior to the Relevant Period.
111. Defendants waited until June 28, 2023, through September 29, 2023,
to sell Company A shares, during which time Defendants sold Company A shares
at a daily average rate of approximately 30,000 shares per day on 17 trading days
(“Average Rate”).
112.  These sales did not have any material price impact on Company A’s
shares.
113. Between June 28, 2023, and September 29, 2023, Defendants sold
413,138 shares of Company A stock held by the Fund at an average price of $6.54
per share during this time.
114. In light of the Fund’s cost basis, these sales resulted in an actual loss
to the Fund of $2,606,716.
115. If Defendants had begun to reduce the Fund’s holdings of Company A
stock beginning on November 24, 2021, at the Average Rate, they would have sold

27
a total  of 498,111 shares over the course of 17 consecutive trading days at an
average price of approximately $10.80 per share.
116. Accordingly, these hypothetical sales would have resulted in a
hypothetical loss to the Fund of approximately $1,016,322.
117. It is reasonable to assume that Defendants selling Company A stock at
the Average Rate would have no price impact in November 2021 since it had no
price impact when Defendants sold Company A stock at the Average Rate between
June 28, 2023, and September 29, 2023.
118. Accordingly, by waiting until June 28, 2023, to begin selling its share
of Company A stock, the Fund lost an additional approximately $1,586,394.
119. During the Relevant Period, Upright charged the Fund a total of
approximately $541,087 in advisory fees, of which Chiueh received a portion
personally as Upright’s owner and as compensation for providing investment
advice to the Fund.
120. Of this amount, Upright charged approximately $100,169 in advisory
fees on the assets in the Fund’s portfolio that exceeded the 25% Concentration
Policy limit.

28
D. Chiueh Misstated the Fund’s Concentration Policy in Filings with
the Commission.
121. Chiueh prepared and approved for filing with the Commission two
SAIs for the Fund that falsely stated that the Fund had a Concentration Policy of
50% during the Relevant Period.
122. On June 7, 2022, Upright Trust filed an SAI with the Commission
(“June 2022 SAI”).
123. Chiueh prepared and approved for filing with the Commission the
June 2022 SAI.
124. The June 2022 SAI stated that the Fund maintained a fundamental
policy that it shall not invest more than 50% of its assets in any one industry.
125. On January 26, 2023, Upright Trust filed an SAI with the Commission
(“January 2023 SAI”).
126. Chiueh prepared and approved for filing with the Commission the
January 2023 SAI.
127. The January 2023 SAI stated that the Fund maintained a fundamental
policy that it shall not invest more than 50% of its assets in any one industry.
128. Chiueh knew, or recklessly disregarded, that the statements in the
June 2022 SAI and January 2023 SAI that the Fund had a 50% Concentration
Policy limit were false, because, as described in paragraphs 34 through 42, the
Fund’s registration statement contained a 25% Concentration Policy limit and the

29
Fund did not conduct a proxy vote of its shareholders to change this limit during
the Relevant Period.
129. In the alternative, Chiueh was negligent as to the falsity of these
statements because a reasonable investment adviser would exercise reasonable care
in its disclosures of its client’s fundamental investment policies, yet Chiueh failed
to do so.
130. Chiueh’s false statements were material because a reasonable investor
in the Fund would consider statements about the Fund’s fundamental policies (like
this policy) to be important in making an investment decision in the Fund.
IV. DEFENDANTS’ MISCONDUCT WITH RESPECT TO THE BOARD
A. Defendants Failed to Furnish the Board with Information
Reasonably Necessary to Evaluate the Renewal of Upright’s
Advisory Contract, and Chiueh Made Misleading Statements
About that Process.
131. The Investment Company Act establishes requirements for how a
mutual fund enters into or renews an advisory contract with an investment adviser.
132. Pursuant to Investment Company Act Section 15(c) [15 U.S.C. § 80a-
15(c)], it is unlawful for any mutual fund to enter into or renew any advisory
contract unless the terms of the contract are approved by a vote of a majority of the
independent directors of the mutual fund.
133. Section 15(c) further states that “[i]t shall be the duty of the directors
of a registered investment company to request and evaluate, and the duty of an

30
investment adviser to such company to furnish, such information as may
reasonably be necessary to evaluate the terms of any contract whereby a person
undertakes regularly to serve or act as investment adviser of such company.”
134. In 2004, the Commission adopted a rule and form amendments
requiring that, when a fund board approves or renews any advisory contract, the
fund’s next shareholder report must discuss, in reasonable detail, the material
factors and conclusions that supported the directors’ approval or renewal of that
contract.  See Disclosure Regarding the Approval of Investment Advisory
Contracts by Directors of Investment Companies, Investment Company Act
Release No. 26486 (Jun. 30, 2004).  Funds must include a discussion in their
shareholder reports concerning, among other things, “the nature, extent, and
quality of the services to be provided by the investment adviser.”  Id.  In addition,
funds must include a discussion concerning “the costs of the services to be
provided and profits to be realized by the investment adviser and its affiliates from
the relationship with the fund.”  Id.
135. From November 24, 2021, through September 30, 2023, Defendants
did not provide the Board with information reasonably necessary to evaluate the
terms of Upright’s advisory contract with Upright Trust.
136. Defendants did not provide the Board with information before Board
meetings regarding the renewal of Upright’s advisory contract.

31
137. The only information that Defendants provided to the Board during
meetings to approve Upright’s advisory contract concerned Upright Trust’s funds’
performance.
138. For example, the Board met virtually on May 26, 2022, attended by
Chiueh, Upright’s office manager, and three trustees (including Trustee 1).
139. One of the purposes of the Board meeting was to approve the renewal
of Upright’s advisory contract with Upright Trust.
140. Prior to the meeting, Chiueh did not provide the Board with
information concerning Upright’s advisory contract.
141. During the meeting, other than a discussion of the Upright Trust’s
funds’ performance, Chiueh did not provide the Board with information about the
renewal of Upright’s advisory contract.
142. Yet, Chiueh stated in the January 2023 SAI that, during the May 26,
2022, Board meeting, the Board “was supplied with supporting information from
[Upright] in advance of the meeting[,]” that the Board discussed “the nature,
quality and extent of services that [Upright] provides the Fund[]” and a
“Comparison with Other Contracts and Other Clients,” considered the “   Cost of
Services and Profits to be realized by [Upright]” and “received and considered
information regarding whether [Upright] had realized economies of scale.”

32
143. As Chiueh well knew, or recklessly disregarded, these statements in
the January 2023 SAI were false because Chiueh, the Board chairman who
attended the meeting, did not provide the Board with this information either before
or during the Board meeting other than information about Upright Trust’s funds’
performance.
144. Chiueh made these false statements to make it appear as though the
Board had considered the factors set forth in Gartenberg for purposes of satisfying
its obligations under Investment Company Act Section 15(c), when it had not.
145. In the alternative, Chiueh was negligent as to the falsity of these
statements because a reasonable investment adviser would exercise reasonable care
in his disclosures relating to information he provided the Board and what
information the Board considered in evaluating with to renew the advisory
contract, yet Chiueh failed to do so.
146. Chiueh’s false statements were material because a reasonable investor
in the Fund would consider statements about what a mutual fund’s Board
considered when deciding whether to renew an investment adviser’s advisory
contract to be important when making an investment decision in the mutual fund.
147. On top of not providing the Board with the information listed in
paragraphs 133-134, and 142, Defendants also withheld from the Board key
information about Defendants’ compliance with the securities laws and then, when

33
Defendants did provide such information, Chiueh made misrepresentations to the
Board about his conduct.
148. Chiueh did not share the 2019 Deficiency Letter with the Board either
before or during the Relevant Period, despite the Examinations staff’s request that
Chiueh forward to them the results of any Board review undertaken in response to
the 2019 Deficiency Letter.
149. Defendants also did not provide the Board with the 2021 Order until
September 13, 2022—and just hours before that day’s Board meeting—even
though the Board met on May 26, 2022, as well.
150. It was not reasonable for the Board to sufficiently evaluate Upright’s
services without being furnished with the information related to Upright’s
securities law violations arising from its management of the Fund.
151. Although Chiueh finally did provide the Board with the 2021 Order
by email from the Upright Email Address hours before the Board meeting on
September 13, 2022, he misled them during the meeting about his conduct by
stating that the violation of the 25% Concentration Policy limit had been resolved
four years prior, when it had not.
152. Similarly, Chiueh did not share the Preliminary Report with the Board
until September 13, 2022, as an attachment to the same email that transmitted the
2021 Order.

34
153. When Chiueh provided the Preliminary Report to the Board, he
misled the Board about the ICC’s recommendations contained therein.
154. Specifically, Chiueh   told the trustees that the ICC’s findings in the
Preliminary Report regarding the Fund’s violations of its 25% Concentration
Policy limit were mistaken because the Fund had allegedly conducted a
shareholder vote in August 2018 to change its Concentration Policy limit.
155. As Chiueh well knew, the Fund did not conduct a   shareholder vote to
change its Concentration Policy limit in August 2018 and had not done so as of
September 13, 2022.
B. Defendants Aided and Abetted the Retention of an Accountant for
Upright Trust Without a Vote by a Majority of the Board.
156. Under Investment Company Act Section 32(a)(1) [15 U.S.C. § 80a-
31(a)(1)], it is unlawful for any mutual fund to file with the Commission any
financial statement signed by an independent public accountant unless such
accountant was selected by the vote of a majority of the independent directors of
the mutual fund’s board of directors.
157. In or around September 2022, Upright Trust’s audit firm, which had
audited Upright Trust’s financial statements since the fiscal year ending September
30, 2018, resigned.
158. On or about September 30, 2022, Chiueh identified Auditor 1 as a
candidate for Upright Trust’s independent public accountant.

35
159. Auditor 1 is a certified public accountant licensed in New Jersey.
Neither Auditor 1 nor his firm have ever been registered with the Public Company
Accounting Oversight Board.
160. On or about October 5, 2022, Trustee 1 met with Auditor 1 virtually
to discuss Auditor 1’s potential candidacy to serve as Upright Trust’s independent
public accountant.
161. No other member of the Board attended the October 5, 2022, meeting.
162. On or about October 24, 2022, Chiueh told Trustee 1 that he had
decided to retain Auditor 1 to be Upright Trust’s independent public accountant.
163. Also on or about October 24, 2022, Trustee 1 signed an engagement
letter with Auditor 1.  No other member of the Board signed the engagement letter.
164. The Board never voted to select Auditor 1 to be Upright Trust’s
independent public accountant.
165. Despite the Board never voting to select Auditor 1 to be Upright
Trust’s independent public accountant, on December 23, 2022, Chiueh signed,
certified, and approved for filing with the Commission Upright Trust’s annual
report for the period ending September 30, 2022, which included financial
statements signed by Auditor 1.
166. Defendants knew, or recklessly disregarded, that Chiueh, not the
independent trustees, decided to retain Auditor 1.  In addition, Chiueh, as Board

36
chairman, knew, or recklessly disregarded, that no Board vote occurred to retain
Auditor 1.
167. Defendants provided substantial assistance to Upright Trust’s
violation by making the decision to hire Auditor 1 themselves.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Sections 17(a)(1) and (3)
(Both Defendants)
168. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 167.
169. Defendants, directly or indirectly, singly or in concert, in the offer or
sale of securities and by the use of the means or instruments of transportation or
communication in interstate commerce or the mails, (i) knowingly or recklessly
have employed one or more devices, schemes or artifices to defraud, and/or (ii)
knowingly, recklessly, or negligently have engaged in one or more transactions,
practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser.
170. By reason of the foregoing, Defendants, directly or indirectly, singly
or in concert, have violated and, unless enjoined, will again violate Securities Act
Sections 17(a)(1) and (3) [15 U.S.C. §§ 77q(a)(1)  and 77q(a)(3)].

37
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rules 10b-5(a) and (c)
Thereunder
(Both Defendants)

171. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 167.
172. Defendants, directly or indirectly, singly or in concert, in connection
with the purchase or sale of securities and by the use of means or instrumentalities
of interstate commerce, or the mails, or the facilities of a national securities
exchange, knowingly or recklessly have (i) employed one or more devices,
schemes, or artifices to defraud, and/or (ii) engaged in one or more acts, practices,
or courses of business which operated or would operate as a fraud or deceit upon
other persons.
173. By reason of the foregoing, Defendants, directly or indirectly, singly
or in concert, violated and, unless enjoined, will again violate Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17
C.F.R. §§ 240.10b-5(a) and 240.10b-5(c)].

38
THIRD CLAIM FOR RELIEF
Violations of Advisers Act Sections 206(1) and (2)
(Both Defendants)

174. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 167.
175. At all relevant times, Defendants were investment advisers under
Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)].  Defendants owed the
Fund a fiduciary duty of utmost good faith and had an affirmative duty to make full
and fair disclosures of all material facts, as well as a duty to act in the Fund’s best
interests.
176. Defendants, by use of the mails or any means or instrumentality of
interstate commerce, directly or indirectly have: (i) knowingly or recklessly
employed one or more devices, schemes, or artifices to defraud any client or
prospective client, and/or (ii) knowingly, recklessly, or negligently engaged in one
or more transactions, practices, and courses of business which operated or would
operate as a fraud or deceit upon any client or prospective client.
177. By reason of the foregoing, Defendants, directly or indirectly, singly
or in concert, violated and, unless enjoined, will again violate Advisers Act
Sections 206(1) and (2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].

39
FOURTH CLAIM FOR RELIEF
Violations of Section 15(c) of the Investment Company Act
(Both Defendants)

178. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 130, and paragraphs 131 through 155.
179. Upright Trust is an “investment company” as defined by Section
3(a)(1) of the Investment Company Act [15 U.S.C. § 80a-3 (a)(1)].
180. At all relevant times, Defendants were investment advisers under
Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)].
181. Under Investment Company Act Section 15(c) [15 U.S.C. § 80a-
15(c)], investment advisers of a registered investment company are required to
furnish such information as may reasonably be necessary to evaluate the terms of
any contract whereby a person undertakes regularly to serve or act as investment
adviser of such company.
182. Defendants failed to furnish the Board with information prior to or
during its meetings to evaluate whether to renew the advisory contract between
Upright and Upright Trust, apart from information about fund performance.
183. By reason of the foregoing, Defendants, directly or indirectly, singly
or in concert, violated and, unless enjoined, will again violate Investment
Company Act Section 15(c) [15 U.S.C. § 80a-15(c)].

40
FIFTH CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)(2)
(Chiueh)

184. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 167.
185. Chiueh directly or indirectly, singly or in concert, in the offer or sale
of securities and by the use of the means or instruments of transportation or
communication in interstate commerce or the mails, knowingly, recklessly, or
negligently has obtained money or property by means of one or more untrue
statement of material fact or omission of a material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading.
186. By reason of the foregoing, Chiueh, directly or indirectly, singly or in
concert, violated and, unless enjoined, will again violate Securities Act Section
17(a)(2) [15 U.S.C. § 77q(a)(2)].
SIXTH CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5(b) Thereunder
(Chiueh)

187. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 167.
188. Chiueh, directly or indirectly, singly or in concert, in connection with
the purchase or sale of securities and by the use of means or instrumentalities of

41
interstate commerce, or the mails, or the facilities of a national securities exchange,
knowingly or recklessly has made one or more untrue statements of a material fact
or omitted to state one or more material facts necessary in order to make the
statements made, in the light of the circumstances under which they were made,
not misleading.
189. By reason of the foregoing, Chiueh, directly or indirectly, singly or in
concert, violated and, unless enjoined, will again violate Exchange Act Section
10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)].
SEVENTH CLAIM FOR RELIEF
Violations of Advisers Act Section 206(4) and Rule 206(4)-8(a)(1) Thereunder
(Chiueh)

190. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 167.
191. At all relevant times, Chiueh was an investment adviser, under
Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)], to the Fund, a pooled
investment vehicle as defined in Rule 206(4)-8(b) [17 C.F.R. § 275.206(4)-8(b)].
192. Chiueh, through use of the mails or means or instrumentalities of
interstate commerce, directly or indirectly, engaged in transactions, practices, and
courses of business that were fraudulent, deceptive, and manipulative.
193. Chiueh knowingly, recklessly, or negligently made one or more untrue
statements of a material fact or omitted to state one or more material facts

42
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading, to any investor or prospective
investor
 in the pooled investment vehicle.
194. By reason of the foregoing, Chiueh, directly or indirectly, singly or in
concert, violated and, unless enjoined, will again violate Advisers Act Section
206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8(a)(1) thereunder [17 C.F.R.
§ 275.206(4)-8(a)(1)].
EIGHTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)(2)
(Chiueh)
195. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 167.
196. As alleged above, Upright Trust violated Securities Act Section
17(a)(2) [15 U.S.C. § 77q(a)(2)].
197. Chiueh knowingly or recklessly provided substantial assistance to
Upright Trust with respect to its violations of Securities Act Section 17(a)(2) [15
U.S.C. § 77q(a)(2)].
198. By reason of the foregoing, Chiueh is liable pursuant to Securities Act
Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Upright Trust’s
violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless
enjoined, Chiueh will again aid and abet these violations.

43
NINTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and
Rule 10b-5(b) Thereunder
(Chiueh)
199. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 167.
200. As alleged above, Upright Trust violated Exchange Act Section 10(b)
[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
201. Chiueh knowingly or recklessly provided substantial assistance to
Upright Trust with respect to its violations of Exchange Act Section 10(b)
[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
202. By reason of the foregoing, Chiueh is liable pursuant to Exchange Act
Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Upright Trust’s
violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b)
thereunder [17 C.F.R. § 240.10b-5(b)] and, unless enjoined, Chiueh will again aid
and abet these violations.
TENTH CLAIM FOR RELIEF
Aiding and Abetting Violation of Investment Company Act Section 13(a)(3)
(Both Defendants)

203. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 130.

44
204. Upright Trust is an “investment company” as defined by Investment
Company Act Section 3(a)(1) [15 U.S.C. § 80a-3(a)(1)], of which the Fund is a
series.
205. Upright Trust, without shareholder authorization, deviated from its
policy in respect of concentration of investments in any particular industry or
group of industries as recited in its registration statement, deviated from any
investment policy which is changeable only if authorized by shareholder vote, and
deviated from any policy recited in its registration statement pursuant to
Investment Company Act Section 8(b)(3) [15 U.S.C. § 80a-8(b)(3)].
206. By reason of the foregoing, the Upright Trust violated Investment
Company Act Section 13(a)(3) [15 U.S.C. § 80a-13(a)(3)].
207. Defendants knowingly or recklessly provided substantial assistance to
Upright Trust’s violations of Investment Company Act Section 13(a)(3) [15 U.S.C.
§ 80a-13(a)(3)].
208. By reason of the foregoing, Defendants are liable pursuant to
Investment Company Act Section 48(b) [15 U.S.C. § 80a-47(b)] for aiding and
abetting Upright Trust’s violations of Investment Company Act Section 13(a)(3)
[15 U.S.C. § 80a-13(a)(3)] and, unless enjoined, Defendants will again aid and abet
these violations.

45
ELEVENTH CLAIM FOR RELIEF
Aiding and Abetting Violation of Investment Company Act Section 32(a)(1)
(Both Defendants)

209. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 33, and paragraphs 156 through 167.
210. Upright Trust is an “investment company” as defined by Investment
Company Act Section 3(a)(1) [15 U.S.C. § 80a-3(a)(1)].
211. Upright Trust filed with the Commission financial statements signed
or certified by an independent public accountant who was not selected at a meeting
held within thirty days before or after the beginning of the fiscal year or before the
annual meeting of stockholders in that year by the vote, cast in person, of a
majority of those members of the board of directors who are not interested persons
of Upright Trust.
212. By reason of the foregoing, the Upright Trust violated Investment
Company Act Section 32(a)(1) [15 U.S.C. § 80a-31(a)(1)].
213. Defendants knowingly or recklessly provided substantial assistance to
Upright Trust’s violations of Investment Company Act Section 32(a)(1) [15 U.S.C.
§ 80a-31(a)(1)].
214. By reason of the foregoing, Defendants are liable pursuant to
Investment Company Act Section 48(b) [15 U.S.C. § 80a-47(b)] for aiding and
abetting Upright Trust’s violations of Investment Company Act Section 32(a)(1)

46
[15 U.S.C. § 80a-31(a)(1)] and, unless enjoined, Defendants will again aid and abet
these violations.
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a
Final Judgment:
I.
Permanently enjoining Defendants, and their agents, servants, employees
and attorneys and all persons in active concert or participation with any of them
from violating, directly or indirectly, Securities Act Sections 17(a)(1) and (3) [15
U.S.C. §§ 77q(a)(1)  and 77q(a)(3)],  Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and
240.10b-5(c)], Investment Company Act Sections 13(a)(3), 15(c), and 32(a) [15
U.S.C. §§ 80a-13(a), 80a-15(c), 80a-31], and Advisers Act Sections 206(1) and (2)
[15 U.S.C. §§ 80b-6(1) and 80b-6(2)] and Rule 206(4)-8(a)(1) thereunder [17
C.F.R. § 275.206(4)-8(a)(1)];
II.
Permanently enjoining Chiueh, and his agents, servants, employees and
attorneys and all persons in active concert or participation with any of them from
violating, directly or indirectly, Securities Act Section 17(a)(2) [15 U.S.C.
§ 77q(a)(2)], Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b)

47
thereunder [17 C.F.R. § 240.10b-5(b)], and Advisers Act Section 206(4) [15 U.S.C.
§ 80b-6(4)] and Rule 206(4)-8(a)(1) thereunder [17 C.F.R. § 275.206(4)-8(a)(1)] ;
III.
Ordering Defendants to disgorge all ill-gotten gains they received directly or
indirectly, with pre-judgment interest thereon, as a result of the alleged violations,
pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5)
and 78u(d)(7)], and Section 9(e) of the Investment Company Act [15 U.S.C. 80a-
9(e)];
IV.
Ordering Defendants to pay civil monetary penalties under Securities Act
Section 20(d) [15 U.S.C. § 77t(d)], Exchange Act Section 21(d)(3) [15 U.S.C.
§ 78u(d)(3)], Advisers Act Section 209(e) [15 U.S.C. § 80b-9(e)], and Investment
Company Act Section 42(e) [15 U.S.C. § 80a-41(e)];
V.
Granting any other and further relief this Court may deem just and proper.

48
JURY DEMAND
 The Commission demands a trial by jury.

Dated: New York, New York
April 11  , 2025
/s/ Debra Jaroslawicz
Corey A. Schuster
Lee A. Greenwood
Debra Jaroslawicz
Stephen B. Holden
Ming Ming Yang
Attorneys for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-0142 (Jaroslawicz)
[email protected]

LOCAL RULE 11.2 CERTIFICATION

Pursuant to Local Civil Rule 11.2, I certify that the matter in controversy
alleged against the Defendants in the foregoing Complaint is not the subject of any
other civil action pending in any court, or of any pending arbitration or
administrative proceeding.
Dated: New York, New York
April 11, 2025

/s/ Debra Jaroslawicz
Corey A. Schuster
Lee A. Greenwood
Debra Jaroslawicz
Stephen B. Holden
Ming Ming Yang
Attorneys for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-0142 (Jaroslawicz)
[email protected]

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

DAVID YOW SHANG CHIUEH and
UPRIGHT FINANCIAL CORP.,

                                             Defendants.

25 Civ. 1920

DESIGNATION OF
AGENT FOR SERVICE

Pursuant to Local Civil Rule 101.1(f), because the Commission does not
have an office in this District, the undersigned hereby designates the United States
Attorney’s Office for the District of New Jersey as eligible as an alternative to the
Commission to receive service of all notices or papers in this action.
Therefore, service upon the United States or its authorized designee,
designee, David E. Dauenheimer, Deputy Chief, Health Care Fraud Unit, United
States Attorney’s Office for the District of New Jersey, 970 Broad Street, Suite

2
700, Newark, NJ 07102 shall constitute service upon the Commission for purposes
of this action.
Dated: New York, New York
April 11, 2025

/s/ Debra Jaroslawicz
Corey A. Schuster
Lee A. Greenwood
Debra Jaroslawicz
Stephen B. Holden
Ming Ming Yang
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-0142 (Jaroslawicz)
[email protected]

Corey A. Schuster 
Lee A. Greenwood 
Debra Jaroslawicz 
Stephen B. Holden 
Ming Ming Yang 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-0142 (Jaroslawicz) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
DAVID YOW SHANG CHIUEH and 
UPRIGHT FINANCIAL CORP.,    
  
                                             Defendants. 
 

 
FIRST 
AMENDED 
COMPLAINT 

   
25 Civ. 1920  

 
   

JURY TRIAL 
DEMANDED 
  

           
          

 
Plaintiff Securities and Exchange Commission (“Commission”), 100 Pearl 

Street, Suite 20-100, New York, New York 10004-2616, for its First Amended 

Complaint against Defendants David Yow Shang Chiueh (“Chiueh”), 349 

Ridgedale Avenue, East Hanover, New Jersey 07936, and Upright Financial Corp. 

(“Upright”), 349 Ridgedale Avenue, East Hanover, New Jersey 07936 (together, 

“Defendants”), alleges as follows:   

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 1 of 51 PageID: 66



 

 2 

SUMMARY 

1. Defendants engaged in a multi-year fraudulent scheme to operate the 

mutual fund Upright Growth Fund (“Fund”) as a highly concentrated fund in 

violation of the Fund’s investment mandate and Defendants’ fiduciary duties, at 

the expense of the Fund and its retail investor base.  Defendants also violated other 

important legal requirements for mutual funds, like the Fund, that are integral to 

safeguarding investors, which Chiueh then lied about in the Fund’s public filings 

with the Commission. 

2. In the 1990s, Chiueh founded both Upright, an investment adviser 

registered with the Commission, and Upright Investments Trust (“Upright Trust”), 

a registered investment company of which the Fund is a series.  Beginning at its 

inception in 1998, and for more than two decades later, the Fund had a disclosed 

fundamental policy to invest no more than 25% of its total assets in one industry 

(“Concentration Policy”).     

3. In November 2021, the Commission issued a settled order that found 

that Defendants violated the Concentration Policy between July 2017 and June 

2020 by concentrating more than 25% of the Fund’s total assets in one industry, 

including the semiconductor industry, and, in doing so, that Defendants committed 

fraud and breached their fiduciary duties to the Fund (among other securities law 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 2 of 51 PageID: 67



 

 3 

violations).  See Upright Financial Corp. and David Yow Shang Chiueh, A.P. File 

No. 3-20664 (Nov. 24, 2021) (“2021 Order”).   

4. But, despite Defendants’ promise, made as part of their settlement 

with the Commission, that they would stop this conduct, they continued their fraud 

unabated.  From at least November 24, 2021, through September 29, 2023, 

Defendants continued to invest more than 25% of the Fund’s total assets in a single 

company, Company A.  And, even after September 29, 2023, Defendants 

continued to violate the Fund’s Concentration Policy by investing more than 25% 

of the Fund’s assets in the semiconductor industry through at least June 23, 2024. 

5. Defendants’ conduct from November 24, 2021, through at least June 

23, 2024 (“Relevant Period”), harmed the Fund and its investors.  By waiting 

nearly two years to reduce the Fund’s Company A holdings below the 25% limit, 

and then continuing to overconcentrate the Fund in the semiconductor industry, 

Defendants caused losses of approximately $1.6 million.  Meanwhile, Defendants 

collected advisory fees of approximately $100,000 on the Fund’s assets that 

exceeded the 25% limit. 

6. Defendants also engaged in two sets of misconduct during the 

Relevant Period with respect to Upright Trust’s board of trustees (“Board”), in 

violation of fundamental provisions of the Investment Company Act of 1940 

(“Investment Company Act”).  First, Defendants failed to provide or withheld key 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 3 of 51 PageID: 68



 

 4 

information from the Board, including (i) information reasonably necessary for the 

Board to evaluate the terms of Upright’s advisory contract, which was not put to a 

vote as required and which Chiueh misrepresented in the Fund’s Commission 

filings, and (ii) misleading the Board about Defendants’ past securities law 

violations and the 2021 Order.  Second, Defendants hired an accountant to audit 

each series of Upright Trust, including the Fund, without the required Board vote.   

VIOLATIONS 

7. Through the above conduct and as alleged further herein, Defendants 

have violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)], Section 10(b) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rules 

10b-5(a) and 10b-5(c) thereunder [17 C.F.R. §§ 240.10b-5(a) and 240.10b-5(c)], 

Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers 

Act”) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and Investment Company Act Section 

15(c) [15 U.S.C. § 80a-15(c)]. 

8. Through the above conduct and as alleged further herein, Chiueh 

violated Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)], Exchange Act 

Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. 

§ 240.10b-5(b)], and Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 

206(4)-8(a)(1) thereunder [17 C.F.R. § 275.206(4)-8(a)(1)]. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 4 of 51 PageID: 69



 

 5 

9. Through the above conduct and as alleged further herein, Chiueh 

aided and abetted, pursuant to Securities Act Section 15(b) [15 U.S.C. § 77o(b)] 

and Exchange Act Section 20(e) [15 U.S.C. § 78t(e)], Upright Trust’s violations of 

Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and Exchange Act Section 

10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-

5(b)]. 

10. Through the above conduct and as alleged further herein, Defendants 

aided and abetted, pursuant to the Investment Company Act Section 48(b) [15 

U.S.C. § 80a-47(b)], Upright Trust’s violations of Investment Company Act 

Sections 13(a)(3) and 32(a) [15 U.S.C. §§ 80a-13(a)(3) and 80a-31(a)]. 

11. Unless Defendants are restrained and enjoined, they will engage in the 

acts, practices, transactions, and courses of business set forth in this Complaint or 

in acts, practices, transactions, and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

12. The Commission brings this action pursuant to the authority conferred 

upon it by Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 

77t(d)], Exchange Act Section 21(d) [15 U.S.C. § 78u(d)], Advisers Act Sections 

209(d) and 209(e) [15 U.S.C. §§ 80b-9(d) and 80b-9(e)], and Investment Company 

Act Section 41(d) [15 U.S.C. § 80a-41(d)].  

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 5 of 51 PageID: 70



 

 6 

13. The Commission seeks a final judgment: (a) permanently enjoining 

Defendants from violating the federal securities laws and rules this Complaint 

alleges they have violated; (b) ordering Defendants to disgorge all ill-gotten gains 

they received as a result of the violations alleged here and to pay prejudgment 

interest, pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. § 

78u(d)(5) and 78u(d)(7)], and Investment Company Act Section 9(e) [15 U.S.C. 

80a-9(e)]; (c) ordering Defendants to pay civil money penalties pursuant to 

Securities Act Section 20(d) [15 U.S.C. § 77t(d)], Exchange Act Section 21(d)(3) 

[15 U.S.C. § 78u(d)(3)], Advisers Act Section 209(e) [15 U.S.C. § 80b-9(e)], and 

Investment Company Act Section 41(e) [15 U.S.C. § 80a-41(e)]; and (d) ordering 

any other relief the Court may deem just and proper.  

JURISDICTION AND VENUE 

14. This Court has jurisdiction over this action pursuant to Securities Act 

Section 22(a) [15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], 

Advisers Act Section 214 [15 U.S.C. § 80b-14], and Investment Company Act 

Sections 42(d) and 44 [15 U.S.C. §§ 80a-41(d) and 80a-43].  

15. Defendants, directly and indirectly, have made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the 

transactions, acts, practices, and courses of business alleged herein. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 6 of 51 PageID: 71



 

 7 

16. Venue lies in this District under Securities Act Section 22(a) [15 

U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act 

Section 214 [15 U.S.C. § 80b-14], and Investment Company Act Section 44 [15 

U.S.C. § 80a-43].  Upright is a New Jersey corporation with its principal place of 

business in this District in East Hanover, New Jersey.  Chiueh resides in East 

Hanover, New Jersey at the same address as Upright.  In addition, certain of the 

acts, practices, transactions, and courses of business alleged in this Complaint 

occurred within this District, including the operations of Upright, Upright Trust, 

and the Fund, and offers, purchases, and sales of shares of the Fund.   

DEFENDANTS 

17. Upright is a New Jersey corporation with its principal place of 

business in East Hanover, New Jersey.  Upright has been registered with the 

Commission as an investment adviser since March 1991.  In its most recent 

amendment to its Form ADV,1 filed on July 1, 2024, Upright reported more than 

$62 million in regulatory assets under management across 42 advisory clients, 

including its client Upright Trust.      

 
1  The Form ADV is a document that investment advisers file with the 
Commission that provides information about the adviser and its business 
operations, as well as other disclosures. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 7 of 51 PageID: 72



 

 8 

18. Chiueh, age 67, resides in East Hanover, New Jersey.  Chiueh is 

Upright’s founder and owner and, during the Relevant Period, was its president 

and the sole person controlling Upright.   

19. Chiueh was also the chief executive officer (“CEO”), portfolio 

manager, and Board chairman of Upright Trust during the Relevant Period.  He 

was also the chief compliance officer (“CCO”) during the Relevant Period, except 

from March 2023 through April 1, 2024.  

20. During the Relevant Period, Chiueh was the sole person who made 

investment decisions for Upright Trust’s funds, including the Fund, and received 

compensation from Upright for making investment decisions for the Fund.  

21. During the Relevant Period, Chiueh reviewed and approved Upright 

Trust’s filings with the Commission before they were submitted. 

OTHER RELEVANT ENTITIES 

22. Upright Trust is a Delaware business trust formed by Chiueh in 

1998.  Upright Trust has been registered as an open-end investment company with 

the Commission since April 1998.  Upright Trust consists of three series funds, 

including the Fund.  Upright Trust’s investment adviser was Upright, which made 

investment decisions for Upright Trust’s series funds, including the Fund, in 

exchange for an advisory fee based on assets under management. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 8 of 51 PageID: 73



 

 9 

23. Upright Growth Fund is a series of Upright Trust that operates as an 

open-end, management investment company, otherwise known as a mutual fund.  

The Fund is and was, during the Relevant Period, listed on NASDAQ under the 

ticker symbol UPUPX.  The Fund’s shares were continuously offered and sold to 

investors, primarily retail investors, during the Relevant Period.  As of December 

31, 2024, the Fund held net assets of approximately $22.9 million. 

FACTS 

I. BACKGROUND ON MUTUAL FUNDS 

24. An investment company is a company that issues securities and 

primarily invests in securities.   

25. Congress enacted the Investment Company Act to provide for the 

registration and regulation of investment companies to protect investors from 

purchasing securities without the benefit of certain information about the 

securities, the investment company, and its management.  See Investment 

Company Act Section 1(b) [15 U.S.C. § 80a-1(b)].  

26. An investment company registered with the Commission pursuant to 

the Investment Company Act is known as a registered investment company. 

27. A mutual fund is a type of registered investment company that pools 

money from many investors and invests the money in some combination of stocks, 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 9 of 51 PageID: 74



 

 10 

bonds, short-term money-market instruments, and/or other assets.  The securities 

and other assets owned by a mutual fund are known collectively as its portfolio. 

28. A mutual fund’s portfolio is managed by a Commission-registered 

investment adviser.  A mutual fund’s investment adviser owes a fiduciary duty to 

its client, the fund.  This duty includes an affirmative duty of utmost good faith and 

a duty to act in the best interest of its client, as well as an obligation to provide full 

and fair disclosure of all material facts and to employ reasonable care. 

29. Each mutual fund share represents an investor’s proportionate 

ownership of the mutual fund’s portfolio and of the income and capital gains the 

portfolio generates.  Investors in a mutual fund are also referred to as shareholders. 

30. Under the Investment Company Act, mutual funds must disclose to 

the investing public information about itself and its objectives.   

31. Investment Company Act Section 8(a) [15 U.S.C. § 80a-8(a)] requires 

that a mutual fund file with the Commission a registration statement containing 

information that the Commission “prescribe[s] as necessary or appropriate in the 

public interest or for the protection of investors.”  Such information includes a 

recital of the mutual fund’s policies, including “a recital of all investment policies 

of the registrant . . . which are changeable only if authorized by shareholder vote” 

and “a recital of all policies of the registrant . . . in respect of matters which the 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 10 of 51 PageID: 75



 

 11 

registrant deems matters of fundamental policy.”  Investment Company Act 

Sections 8(b)(2) and (b)(3) [15 U.S.C. §§ 80a-8(b)(2) and 80a-8(b)(3)].  

32. Pursuant to Investment Company Act Section 13(a)(3) [15 U.S.C.  

§ 80a-13(a)(3)], no mutual fund shall, “unless authorized by the vote of a majority 

of its outstanding voting securities . . . deviate from its policy in respect of 

concentration of investments in any particular industry or group of industries as 

recited in its registration statement, deviate from any investment policy which is 

changeable only if authorized by shareholder vote, or deviate from any policy 

recited in its registration statement” that it deems, under Investment Company Act 

Section 8(b)(3) [15 U.S.C. § 80a-8(b)(3)] “matters of fundamental policy.”  

33. Registered investment companies are governed by a board of 

directors, who are also referred to as trustees when the registered investment 

company is organized as a trust (like Upright Trust).   

II. THE FUND’S PRIOR VIOLATIONS OF ITS CONCENTRATION 
POLICY 

A. The Fund Had a Concentration Policy With a 25% Limit. 

34. Upright Trust filed its registration statement with the Commission on 

April 1, 1998.  

35. According to this registration statement, which includes a prospectus 

for the Fund, one of the Fund’s fundamental policies is the Concentration Policy 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 11 of 51 PageID: 76



 

 12 

with a 25% limit—that is, that “the Fund may not invest more than 25% of its total 

assets in one industry.”  

36. The Fund’s Statements of Additional Information (“SAIs”) filed with 

the Commission are incorporated by reference into the Fund’s prospectuses. 

37. Since the Fund began in 1998, the Fund’s SAIs have stated that the 

Fund’s fundamental policies “cannot be changed without approval by a ‘majority 

of the outstanding voting securities’ (as defined in the Investment Company Act of 

1940) of the Fund.”   

38. Since the Fund began in 1998 and until February 27, 2020, the Fund’s 

SAIs have stated that one of the Fund’s fundamental policies is that the Fund may 

not invest more than 25% of its total assets in securities of companies principally 

engaged in any one industry. 

39. Subsequent SAIs filed in 2021, 2022, and 2023 purport to reflect a 

50% limit for the Concentration Policy.  

40. However, during these years Defendants did not obtain shareholder 

approval to change the Concentration Policy limit from 25% to 50%. 

41. Though the Board solicited proxy votes from its shareholders in 

August 2018 (the “2018 Proxy Solicitation”), the 2018 Proxy Solicitation did not 

purport to attempt to change the Concentration Policy. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 12 of 51 PageID: 77



 

 13 

42. Thus, during the Relevant Period, the Fund had as a fundamental 

policy the Concentration Policy with a 25% limit. 

B. By at Least Early 2019, Commission Staff Notified Defendants 
that the Fund Was Violating Its Concentration Policy, Among 
Other Securities Laws. 

43. In 2018 and early 2019, the Commission’s Division of Examinations 

(“Examinations”) examined Upright Trust to evaluate its compliance with certain 

provisions of the federal securities laws. 

44. Following the examination, on March 5, 2019, Examinations staff sent 

Chiueh, as the manager of Upright Trust, a deficiency letter (“2019 Deficiency 

Letter”) to an email address in Upright’s name and hosted by Gmail. Before and 

during the Relevant Period, Upright maintained this email address (“Upright Email 

Address”), which was primarily used by Chiueh and Upright’s office manager. 

45. Chiueh read the 2019 Deficiency Letter within about a week of 

receiving it. 

46. The 2019 Deficiency Letter stated that the examination had identified 

deficiencies and weaknesses in controls that were described in the letter. 

47. Examinations staff discussed the deficiencies and weaknesses in 

controls contained in the 2019 Deficiency Letter with Chiueh and Upright’s office 

manager during an exit interview on February 7, 2019. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 13 of 51 PageID: 78



 

 14 

48. The 2019 Deficiency Letter stated that the Examinations staff brought 

these findings to Chiueh’s attention for “immediate corrective action, without 

regard to any other actions that may result from the examination.” 

49. Among other deficiencies, the 2019 Deficiency Letter stated that the 

Fund violated the Concentration Policy 25% limit. 

50. The 2019 Deficiency Letter described the Concentration Policy itself 

and referred to a chart summarizing five instances in 2017 where the exercise of 

written options caused the Fund to purchase the securities of three companies (one 

of which was Company A) that represented percentages of the Fund’s total assets 

of between 25% and 70% at the time of those purchases.  

51. The 2019 Deficiency Letter explained that these violations occurred 

“due to [Upright’s] recklessness” because “the Fund was forced to buy massive 

quantities of the underlying shares upon the options being exercised.” 

52. Accordingly, the 2019 Deficiency Letter stated that the Fund 

“repeatedly violated its industry concentration restrictions.” 

53. In a footnote right after this finding, the 2019 Deficiency Letter noted 

that “the Fund used inconsistent industry classifications from one reporting period 

to another.”  

54. The 2019 Deficiency Letter added that “[t]he Fund’s deviation from 

this fundamental investment policy is a violation of Section 13(a)(3) of the 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 14 of 51 PageID: 79



 

 15 

[Investment Company Act],” that “[t]he Staff has serious concerns that [Upright] 

managed the Fund in a manner inconsistent with its registration statement and did 

not receive shareholder approval to do so,” and that Upright “should inform the 

Staff of the corrective action it plans to take with respect to this matter.” 

55. As a result, the 2019 Deficiency Letter stated that it is the 

Examinations staff’s opinion that “[Upright] failed to satisfy its fiduciary duty 

owed to the Fund.” 

56. Regarding the 2018 Proxy Solicitation, the 2019 Deficiency Letter 

noted that “[Upright] failed to obtain shareholder approval in advance of the Fund 

becoming non-diversified.” 

57. The 2019 Deficiency Letter also noted that, because the Fund had 

repeatedly violated the Concentration Policy, the Fund’s SAIs, which stated that 

the Fund will operate in accordance with the Concentration Policy (as well as the 

Fund’s other fundamental policies), contained “inaccurate information” in 

violation of Investment Company Act Section 34(b) [15 U.S.C. § 80a-34(b)].   

58. Finally, with respect to the renewal of Upright’s contracts with 

Upright Trust, the 2019 Deficiency Letter stated that the Examinations staff 

reviewed minutes of a Board meeting on August 22, 2018, that “revealed that both 

the investment advisory agreement and the administration contract between 

[Upright Trust] and [Upright] were ‘pre-approved’ as of October 1, 2018,” and that 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 15 of 51 PageID: 80



 

 16 

“no documentation accompanied the minutes to substantiate the Board’s renewal 

of both contracts” such that “the Staff could not determine what factors the Board 

considered to renew the contracts.” 

59. As a result, citing to Gartenberg v. Merrill Lynch Asset Management, 

694 F.2d 923 (2d Cir. 1982) (“Gartenberg”), the 2019 Deficiency Letter added that 

“[t]he apparent lack of an informed analysis related to the Board’s approval of both 

agreements raises concerns under Section 15(c) of the IC Act” and noted that “this 

is a recidivist violation.” 

C. In 2021, Defendants Consented to a Commission Order Finding 
They Violated the Concentration Policy, Among Other Securities 
Laws. 

60. Between 2019 and 2021, the staff of the Commission’s Division of 

Enforcement (“Enforcement”) investigated Defendants.  The investigation focused 

on many of the same issues as the 2019 Deficiency Letter. 

61. Beginning in April 2021, Enforcement staff provided Defendants 

(through their counsel) with several drafts of what would be the 2021 Order. 

62. The drafts stated that the Concentration Policy was a fundamental 

policy of the Fund and that the Fund’s investment of more than 25% of its assets in 

one industry violated the Concentration Policy and Investment Company Act 

Section 13(a)(3) [15 U.S.C. § 80a-13(a)(3)]. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 16 of 51 PageID: 81



 

 17 

63. On October 13, 2021, Defendants sent Enforcement staff offers of 

settlement, which Chiueh signed on behalf of both himself and Upright. 

64. On November 24, 2021, the Commission issued the 2021 Order 

against Defendants. 

65. The 2021 Order found that “Upright Trust established as a 

fundamental policy in its registration statements that [the Fund] would not invest 

‘more than 25% of its total assets in securities of companies principally engaged in 

any one industry.’” 

66. The 2021 Order found that Defendants violated the Concentration 

Policy for each month from July 2017 through June 2020 because the Fund’s total 

assets exceeded the 25% limit in either the “Semiconductors and Related 

Industries” and/or the “Pharmaceutical Preparation” industry in each month. 

67. Without admitting or denying the Commission’s findings, Defendants 

consented to the entry of the 2021 Order, which found that, among other 

violations, Defendants violated Securities Act Sections 17(a)(2) and 17(a)(3) and 

Advisers Act Sections 206(2) and 206(4) and Rule 206(4)-8 thereunder; Upright 

violated Advisers Act Section 206(4) and Rule 206(4)-7 thereunder and that 

Chiueh caused this violation; and Defendants caused the Fund’s violations of 

Investment Company Act Sections 13(a)(1) and 13(a)(3).   

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 17 of 51 PageID: 82



 

 18 

68. As a part of the settlement, Defendants agreed to cease-and-desist 

from committing or causing future violations of these statutes and rules as well as 

to be censured. 

69. Upright also consented to certain undertakings in the 2021 Order.   

70. These undertakings required that Upright retain an independent 

compliance consultant (“ICC”) to review and recommend corrective measures for, 

among other topics, the monitoring of Upright’s mutual fund clients’ compliance 

with the requirements of their investment policies; communications with clients, 

auditors, and others about possible failures to comport with fund governing 

documents or possible failures to comply with the law by clients or investment 

advisers; and detecting and addressing fraud.   

71. Under the 2021 Order, Upright was required to take all necessary 

steps to adopt, implement, and abide by the ICC’s recommendations. 

72. Upright retained an ICC in March 2022. 

73. The 2021 Order contained an agreement by Upright to certify its 

compliance with the undertakings within sixty days from the date of completion of 

the undertakings (“Certification Date”). 

74. By agreement between Upright and Enforcement staff, the deadline to 

complete undertakings was extended from March 3, 2023, to May 2, 2023.  

Therefore, the Certification Date was May 2, 2023.  

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 18 of 51 PageID: 83



 

 19 

75. Upright did not certify its compliance with the undertakings in the 

2021 Order by the Certification Date. 

76. To date, Upright has not certified its compliance with the 

undertakings in the 2021 Order. 

III. DEFENDANTS CONTINUED TO VIOLATE THE FUND’S 
CONCENTRATION POLICY AFTER NOVEMBER 2021. 

A. Defendants Continued to Overconcentrate the Fund’s Assets in 
Company A. 

77. During the Relevant Period, Defendants continued to operate the Fund 

in a manner that violated its Concentration Policy, a fundamental policy of the 

Fund, by overconcentrating its assets in not only one industry, but one issuer—

Company A. 

78. During the Relevant Period, Yahoo Finance classified Company A (as 

well as other positions the Fund held) as being in the semiconductor industry.  

79. Since June 6, 2023, Chiueh stated in the Fund’s annual and 

semiannual shareholder reports that the Fund used Yahoo Finance as its industry 

classification source.  

  

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 19 of 51 PageID: 84



 

 20 

80. As shown in the chart below, from at least November 24, 2021, until 

September 29, 2023, the Fund violated its Concentration Policy’s 25% limit by 

investing more than 25% of its total assets in Company A stock. 

 

81. Defendants waited until June 28, 2023, to sell portions of the Fund’s 

holdings of Company A stock. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 20 of 51 PageID: 85



 

 21 

82. Defendants sold additional shares of Company A stock held by the 

Fund in July and September 2023. 

83. Between June 28, 2023, and July 17, 2023, and then between 

September 25, 2023, through September 29, 2023, Defendants sold an average of 

approximately 30,000 shares of Company A stock per day on the 17 trading days 

on which the Fund A sold Company A stock.   

84. The Fund’s sales of Company A stock did not have a material impact 

on the price per share of Company A on these 17 trading days. 

85. Through these sales, as reflected in the chart above in paragraph 80, 

the Fund’s holdings of Company A stock dropped below 25% of the Fund’s total 

assets on September 29, 2023. 

86. But, on that date, the Fund still held more than 37% of its total assets 

in the semiconductor industry (including Company A) as classified by Yahoo 

Finance, Chiueh’s only disclosed classification source. 

87. Accordingly, as reflected in the chart above in paragraph 80, the Fund 

continued to violate the Concentration Policy by investing more than 25% of its 

assets in the semiconductor industry after September 29, 2023, and through the 

Relevant Period. 

88. During the Relevant Period, Defendants classified Company A as “IC 

Design,” a classification that Yahoo Finance did not use.   

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 21 of 51 PageID: 86



 

 22 

89. Prior to the Relevant Period, in a semiannual report for the Fund dated 

June 11, 2018, Defendants classified Company A as in the semiconductor industry. 

90. And, in a February 2022 Company A investor presentation, which 

Chiueh sent to the Board by email using the Upright Email Address on October 29, 

2023, Company A described itself as “[a] Global Semiconductor Company” and a 

“One of the Leading Semiconductor Companies in the World [.]”  

91. Had Upright and Chiueh used Yahoo Finance as the Fund’s sole 

industry classification source, as Chiueh had represented in the Fund’s 

Commission filings, then Company A would have been classified as part of the 

semiconductor industry and the Fund’s semiconductor holdings, which consisted 

of Company A stock and as well as other securities, would have exceeded the 25% 

Concentration Policy limit until at least June 23, 2024. 

92. Defendants, experienced investment advisers, knew, or recklessly 

disregarded, that using more than one classification provider enabled manipulation 

of classifications to meet concentration limits.  

93. Defendants provided substantial assistance to the Fund’s violation of 

its Concentration Policy by maintaining investments in Company A and other 

companies that resulted in more than 25% of the Fund’s assets being invested in 

Company A and then the semiconductor industry during the Relevant Period. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 22 of 51 PageID: 87



 

 23 

B. Chiueh Knew, or Recklessly Disregarded, that the Fund 
Continued to Violate Its Concentration Policy. 

94. As the CEO, CCO, portfolio manager, and Board chairman of Upright 

Trust at the time of the 2019 Deficiency Letter, 2021 Order, and ICC reports, 

Chiueh knew, or recklessly disregarded, that the Fund’s holdings of Company A 

stock, as well as the Fund’s semiconductor holdings more broadly, violated the 

25% Concentration Policy limit during the Relevant Period. 

95. For example, on June 17, 2022, Upright received—via the Upright 

Email Address—a copy of the ICC’s preliminary report pursuant to the 2021 Order 

(“Preliminary Report”). 

96. Chiueh reviewed the Preliminary Report at or around the time he 

received it. 

97. In the Preliminary Report, the ICC stated that Company A stock 

ranged from 22% to 47% of the assets across Upright Trust’s funds (including the 

Fund) as of March 31, 2022. 

98. The Preliminary Report also stated that, with respect to the purported 

change to the Fund’s Concentration Policy from 25% to 50% that was reflected in 

prior SAIs, Upright “did not provide any proof that the shareholders approved this 

change in the fundamental limit, including [from the 2018 Proxy Solicitation].” 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 23 of 51 PageID: 88



 

 24 

99. The Preliminary Report then recommended that Upright “amend the 

SAI to reflect the fundamental 25% industry limit and then manage the Fund in 

accordance with the policy.” 

100. The Preliminary Report also stated that Upright should “[a]djust the 

portfolio to bring it in line with the correct fundamental policy” and that Upright 

“should be responsible for any losses to [the Fund] for the portfolio adjustments.”   

101. The ICC recommended in the Preliminary Report that Upright use a 

single, reputable third-party source to provide classifications because “[t]his helps 

ensure [Upright] cannot manipulate the classifications and also ensures [Upright] 

cannot pick multiple classification providers in order to use different classifications 

to stay in compliance (cherry picking in order to increase exposure to a security).” 

102. Upright responded to the Preliminary Report in an email dated July 

18, 2022, from the Upright Email Address.   

103. Upright stated in its response that it intended to engage counsel in 

order to “determine what steps to take to bring the fundamental 25% or 50% 

industry limit and manage the Fund in accordance with the policy.” 

104. Upright also stated that Upright “will use the source that the fund 

accountant provides for industry classifications.  If [Upright] sees a classification 

that does not describe the security, the proposed classification will be brought 

before the Board for approval before any changes are made.”  

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 24 of 51 PageID: 89



 

 25 

105. On July 19, 2022, the ICC replied to Upright’s email from the prior 

day and stated that “[o]nce [Upright] chooses an industry classification source, it 

will need to keep that source and follow it without deviation (with only very 

limited exceptions).  The Board does not need to approve the classification source, 

nor can you ask the Board to approve an override of an industry classification 

provided by the source.  The purpose in picking a reputable, third-party source is to 

mitigate the conflicts with [Upright] (or the Board) determining the industry 

classifications.” 

106. Additionally, via the Upright Email Address, Upright submitted a 

series of proposals to the ICC on August 17, 2022, including that Upright would 

engage legal counsel before November 1, 2022, to conduct a proxy vote on 

changing the industry concentration limit.  

107. On January 3, 2023, the ICC issued its final report pursuant to the 

2021 Order (“Final Report”), a copy of which the ICC sent to the Upright Email 

Address. 

108. In the Final Report, the ICC stated that it “disagrees with [Upright’s] 

proposals and the original recommendations still apply,” noting that “[a]fter 

[Upright] implements the recommendations, it can then consider a proxy to 

shareholders to make changes to the industry concentration limits.” 

 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 25 of 51 PageID: 90



 

 26 

C. Defendants’ Concentration Policy Violations Harmed the Fund 
and its Investors. 

109. Defendants’ decision to ignore the 2021 Order and ICC reports, and to 

wait until June 2023 to begin reducing the Fund’s holdings of Company A stock, 

caused significant harm to the Fund and its investors.   

110. Prior to the Relevant Period, the Fund bought its shares of Company 

A stock for an average price of approximately $12.84 per share; nearly all of these 

purchases occurred prior to the Relevant Period. 

111. Defendants waited until June 28, 2023, through September 29, 2023, 

to sell Company A shares, during which time Defendants sold Company A shares 

at a daily average rate of approximately 30,000 shares per day on 17 trading days 

(“Average Rate”). 

112.  These sales did not have any material price impact on Company A’s 

shares.  

113. Between June 28, 2023, and September 29, 2023, Defendants sold 

413,138 shares of Company A stock held by the Fund at an average price of $6.54 

per share during this time. 

114. In light of the Fund’s cost basis, these sales resulted in an actual loss 

to the Fund of $2,606,716. 

115. If Defendants had begun to reduce the Fund’s holdings of Company A 

stock beginning on November 24, 2021, at the Average Rate, they would have sold 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 26 of 51 PageID: 91



 

 27 

a total of 498,111 shares over the course of 17 consecutive trading days at an 

average price of approximately $10.80 per share.   

116. Accordingly, these hypothetical sales would have resulted in a 

hypothetical loss to the Fund of approximately $1,016,322. 

117. It is reasonable to assume that Defendants selling Company A stock at 

the Average Rate would have no price impact in November 2021 since it had no 

price impact when Defendants sold Company A stock at the Average Rate between 

June 28, 2023, and September 29, 2023. 

118. Accordingly, by waiting until June 28, 2023, to begin selling its share 

of Company A stock, the Fund lost an additional approximately $1,586,394. 

119. During the Relevant Period, Upright charged the Fund a total of 

approximately $541,087 in advisory fees, of which Chiueh received a portion 

personally as Upright’s owner and as compensation for providing investment 

advice to the Fund.   

120. Of this amount, Upright charged approximately $100,169 in advisory 

fees on the assets in the Fund’s portfolio that exceeded the 25% Concentration 

Policy limit. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 27 of 51 PageID: 92



 

 28 

D. Chiueh Misstated the Fund’s Concentration Policy in Filings with 
the Commission. 

121. Chiueh prepared and approved for filing with the Commission two 

SAIs for the Fund that falsely stated that the Fund had a Concentration Policy of 

50% during the Relevant Period.  

122. On June 7, 2022, Upright Trust filed an SAI with the Commission 

(“June 2022 SAI”). 

123. Chiueh prepared and approved for filing with the Commission the 

June 2022 SAI. 

124. The June 2022 SAI stated that the Fund maintained a fundamental 

policy that it shall not invest more than 50% of its assets in any one industry. 

125. On January 26, 2023, Upright Trust filed an SAI with the Commission 

(“January 2023 SAI”). 

126. Chiueh prepared and approved for filing with the Commission the 

January 2023 SAI. 

127. The January 2023 SAI stated that the Fund maintained a fundamental 

policy that it shall not invest more than 50% of its assets in any one industry. 

128. Chiueh knew, or recklessly disregarded, that the statements in the 

June 2022 SAI and January 2023 SAI that the Fund had a 50% Concentration 

Policy limit were false, because, as described in paragraphs 34 through 42, the 

Fund’s registration statement contained a 25% Concentration Policy limit and the 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 28 of 51 PageID: 93



 

 29 

Fund did not conduct a proxy vote of its shareholders to change this limit during 

the Relevant Period. 

129. In the alternative, Chiueh was negligent as to the falsity of these 

statements because a reasonable investment adviser would exercise reasonable care 

in its disclosures of its client’s fundamental investment policies, yet Chiueh failed 

to do so. 

130. Chiueh’s false statements were material because a reasonable investor 

in the Fund would consider statements about the Fund’s fundamental policies (like 

this policy) to be important in making an investment decision in the Fund. 

IV. DEFENDANTS’ MISCONDUCT WITH RESPECT TO THE BOARD  

A. Defendants Failed to Furnish the Board with Information 
Reasonably Necessary to Evaluate the Renewal of Upright’s 
Advisory Contract, and Chiueh Made Misleading Statements 
About that Process. 

131. The Investment Company Act establishes requirements for how a 

mutual fund enters into or renews an advisory contract with an investment adviser.  

132. Pursuant to Investment Company Act Section 15(c) [15 U.S.C. § 80a-

15(c)], it is unlawful for any mutual fund to enter into or renew any advisory 

contract unless the terms of the contract are approved by a vote of a majority of the 

independent directors of the mutual fund. 

133. Section 15(c) further states that “[i]t shall be the duty of the directors 

of a registered investment company to request and evaluate, and the duty of an 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 29 of 51 PageID: 94



 

 30 

investment adviser to such company to furnish, such information as may 

reasonably be necessary to evaluate the terms of any contract whereby a person 

undertakes regularly to serve or act as investment adviser of such company.”  

134. In 2004, the Commission adopted a rule and form amendments 

requiring that, when a fund board approves or renews any advisory contract, the 

fund’s next shareholder report must discuss, in reasonable detail, the material 

factors and conclusions that supported the directors’ approval or renewal of that 

contract.  See Disclosure Regarding the Approval of Investment Advisory 

Contracts by Directors of Investment Companies, Investment Company Act 

Release No. 26486 (Jun. 30, 2004).  Funds must include a discussion in their 

shareholder reports concerning, among other things, “the nature, extent, and 

quality of the services to be provided by the investment adviser.”  Id.  In addition, 

funds must include a discussion concerning “the costs of the services to be 

provided and profits to be realized by the investment adviser and its affiliates from 

the relationship with the fund.”  Id. 

135. From November 24, 2021, through September 30, 2023, Defendants 

did not provide the Board with information reasonably necessary to evaluate the 

terms of Upright’s advisory contract with Upright Trust.   

136. Defendants did not provide the Board with information before Board 

meetings regarding the renewal of Upright’s advisory contract. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 30 of 51 PageID: 95



 

 31 

137. The only information that Defendants provided to the Board during 

meetings to approve Upright’s advisory contract concerned Upright Trust’s funds’ 

performance. 

138. For example, the Board met virtually on May 26, 2022, attended by 

Chiueh, Upright’s office manager, and three trustees (including Trustee 1). 

139. One of the purposes of the Board meeting was to approve the renewal 

of Upright’s advisory contract with Upright Trust. 

140. Prior to the meeting, Chiueh did not provide the Board with 

information concerning Upright’s advisory contract. 

141. During the meeting, other than a discussion of the Upright Trust’s 

funds’ performance, Chiueh did not provide the Board with information about the 

renewal of Upright’s advisory contract. 

142. Yet, Chiueh stated in the January 2023 SAI that, during the May 26, 

2022, Board meeting, the Board “was supplied with supporting information from 

[Upright] in advance of the meeting[,]” that the Board discussed “the nature, 

quality and extent of services that [Upright] provides the Fund[]” and a 

“Comparison with Other Contracts and Other Clients,” considered the “ Cost of 

Services and Profits to be realized by [Upright]” and “received and considered 

information regarding whether [Upright] had realized economies of scale.” 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 31 of 51 PageID: 96



 

 32 

143. As Chiueh well knew, or recklessly disregarded, these statements in 

the January 2023 SAI were false because Chiueh, the Board chairman who 

attended the meeting, did not provide the Board with this information either before 

or during the Board meeting other than information about Upright Trust’s funds’ 

performance. 

144. Chiueh made these false statements to make it appear as though the 

Board had considered the factors set forth in Gartenberg for purposes of satisfying 

its obligations under Investment Company Act Section 15(c), when it had not.  

145. In the alternative, Chiueh was negligent as to the falsity of these 

statements because a reasonable investment adviser would exercise reasonable care 

in his disclosures relating to information he provided the Board and what 

information the Board considered in evaluating with to renew the advisory 

contract, yet Chiueh failed to do so. 

146. Chiueh’s false statements were material because a reasonable investor 

in the Fund would consider statements about what a mutual fund’s Board 

considered when deciding whether to renew an investment adviser’s advisory 

contract to be important when making an investment decision in the mutual fund. 

147. On top of not providing the Board with the information listed in 

paragraphs 133-134, and 142, Defendants also withheld from the Board key 

information about Defendants’ compliance with the securities laws and then, when 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 32 of 51 PageID: 97



 

 33 

Defendants did provide such information, Chiueh made misrepresentations to the 

Board about his conduct. 

148. Chiueh did not share the 2019 Deficiency Letter with the Board either 

before or during the Relevant Period, despite the Examinations staff’s request that 

Chiueh forward to them the results of any Board review undertaken in response to 

the 2019 Deficiency Letter. 

149. Defendants also did not provide the Board with the 2021 Order until 

September 13, 2022—and just hours before that day’s Board meeting—even 

though the Board met on May 26, 2022, as well.   

150. It was not reasonable for the Board to sufficiently evaluate Upright’s 

services without being furnished with the information related to Upright’s 

securities law violations arising from its management of the Fund.  

151. Although Chiueh finally did provide the Board with the 2021 Order 

by email from the Upright Email Address hours before the Board meeting on 

September 13, 2022, he misled them during the meeting about his conduct by 

stating that the violation of the 25% Concentration Policy limit had been resolved 

four years prior, when it had not.   

152. Similarly, Chiueh did not share the Preliminary Report with the Board 

until September 13, 2022, as an attachment to the same email that transmitted the 

2021 Order.   

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 33 of 51 PageID: 98



 

 34 

153. When Chiueh provided the Preliminary Report to the Board, he 

misled the Board about the ICC’s recommendations contained therein. 

154. Specifically, Chiueh told the trustees that the ICC’s findings in the 

Preliminary Report regarding the Fund’s violations of its 25% Concentration 

Policy limit were mistaken because the Fund had allegedly conducted a 

shareholder vote in August 2018 to change its Concentration Policy limit.   

155. As Chiueh well knew, the Fund did not conduct a shareholder vote to 

change its Concentration Policy limit in August 2018 and had not done so as of 

September 13, 2022.   

B. Defendants Aided and Abetted the Retention of an Accountant for 
Upright Trust Without a Vote by a Majority of the Board. 

156. Under Investment Company Act Section 32(a)(1) [15 U.S.C. § 80a-

31(a)(1)], it is unlawful for any mutual fund to file with the Commission any 

financial statement signed by an independent public accountant unless such 

accountant was selected by the vote of a majority of the independent directors of 

the mutual fund’s board of directors.  

157. In or around September 2022, Upright Trust’s audit firm, which had 

audited Upright Trust’s financial statements since the fiscal year ending September 

30, 2018, resigned. 

158. On or about September 30, 2022, Chiueh identified Auditor 1 as a 

candidate for Upright Trust’s independent public accountant. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 34 of 51 PageID: 99



 

 35 

159. Auditor 1 is a certified public accountant licensed in New Jersey.  

Neither Auditor 1 nor his firm have ever been registered with the Public Company 

Accounting Oversight Board. 

160. On or about October 5, 2022, Trustee 1 met with Auditor 1 virtually 

to discuss Auditor 1’s potential candidacy to serve as Upright Trust’s independent 

public accountant.   

161. No other member of the Board attended the October 5, 2022, meeting. 

162. On or about October 24, 2022, Chiueh told Trustee 1 that he had 

decided to retain Auditor 1 to be Upright Trust’s independent public accountant. 

163. Also on or about October 24, 2022, Trustee 1 signed an engagement 

letter with Auditor 1.  No other member of the Board signed the engagement letter. 

164. The Board never voted to select Auditor 1 to be Upright Trust’s 

independent public accountant.   

165. Despite the Board never voting to select Auditor 1 to be Upright 

Trust’s independent public accountant, on December 23, 2022, Chiueh signed, 

certified, and approved for filing with the Commission Upright Trust’s annual 

report for the period ending September 30, 2022, which included financial 

statements signed by Auditor 1.   

166. Defendants knew, or recklessly disregarded, that Chiueh, not the 

independent trustees, decided to retain Auditor 1.  In addition, Chiueh, as Board 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 35 of 51 PageID: 100



 

 36 

chairman, knew, or recklessly disregarded, that no Board vote occurred to retain 

Auditor 1.   

167. Defendants provided substantial assistance to Upright Trust’s 

violation by making the decision to hire Auditor 1 themselves.     

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Sections 17(a)(1) and (3) 

(Both Defendants) 

168. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 167. 

169. Defendants, directly or indirectly, singly or in concert, in the offer or 

sale of securities and by the use of the means or instruments of transportation or 

communication in interstate commerce or the mails, (i) knowingly or recklessly 

have employed one or more devices, schemes or artifices to defraud, and/or (ii) 

knowingly, recklessly, or negligently have engaged in one or more transactions, 

practices, or courses of business which operated or would operate as a fraud or 

deceit upon the purchaser. 

170. By reason of the foregoing, Defendants, directly or indirectly, singly 

or in concert, have violated and, unless enjoined, will again violate Securities Act 

Sections 17(a)(1) and (3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)]. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 36 of 51 PageID: 101



 

 37 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rules 10b-5(a) and (c) 

Thereunder 
(Both Defendants) 

 
171. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 167. 

172. Defendants, directly or indirectly, singly or in concert, in connection 

with the purchase or sale of securities and by the use of means or instrumentalities 

of interstate commerce, or the mails, or the facilities of a national securities 

exchange, knowingly or recklessly have (i) employed one or more devices, 

schemes, or artifices to defraud, and/or (ii) engaged in one or more acts, practices, 

or courses of business which operated or would operate as a fraud or deceit upon 

other persons. 

173. By reason of the foregoing, Defendants, directly or indirectly, singly 

or in concert, violated and, unless enjoined, will again violate Exchange Act 

Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 

C.F.R. §§ 240.10b-5(a) and 240.10b-5(c)]. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 37 of 51 PageID: 102



 

 38 

THIRD CLAIM FOR RELIEF 
Violations of Advisers Act Sections 206(1) and (2) 

(Both Defendants) 
 

174. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 167. 

175. At all relevant times, Defendants were investment advisers under 

Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)].  Defendants owed the 

Fund a fiduciary duty of utmost good faith and had an affirmative duty to make full 

and fair disclosures of all material facts, as well as a duty to act in the Fund’s best 

interests. 

176. Defendants, by use of the mails or any means or instrumentality of 

interstate commerce, directly or indirectly have: (i) knowingly or recklessly 

employed one or more devices, schemes, or artifices to defraud any client or 

prospective client, and/or (ii) knowingly, recklessly, or negligently engaged in one 

or more transactions, practices, and courses of business which operated or would 

operate as a fraud or deceit upon any client or prospective client. 

177. By reason of the foregoing, Defendants, directly or indirectly, singly 

or in concert, violated and, unless enjoined, will again violate Advisers Act 

Sections 206(1) and (2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 38 of 51 PageID: 103



 

 39 

FOURTH CLAIM FOR RELIEF 
Violations of Section 15(c) of the Investment Company Act 

(Both Defendants) 
 

178. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 130, and paragraphs 131 through 155. 

179. Upright Trust is an “investment company” as defined by Section 

3(a)(1) of the Investment Company Act [15 U.S.C. § 80a-3(a)(1)]. 

180. At all relevant times, Defendants were investment advisers under 

Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)]. 

181. Under Investment Company Act Section 15(c) [15 U.S.C. § 80a-

15(c)], investment advisers of a registered investment company are required to 

furnish such information as may reasonably be necessary to evaluate the terms of 

any contract whereby a person undertakes regularly to serve or act as investment 

adviser of such company. 

182. Defendants failed to furnish the Board with information prior to or 

during its meetings to evaluate whether to renew the advisory contract between 

Upright and Upright Trust, apart from information about fund performance.    

183. By reason of the foregoing, Defendants, directly or indirectly, singly 

or in concert, violated and, unless enjoined, will again violate Investment 

Company Act Section 15(c) [15 U.S.C. § 80a-15(c)]. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 39 of 51 PageID: 104



 

 40 

FIFTH CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a)(2) 

(Chiueh) 
 

184. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 167. 

185. Chiueh directly or indirectly, singly or in concert, in the offer or sale 

of securities and by the use of the means or instruments of transportation or 

communication in interstate commerce or the mails, knowingly, recklessly, or 

negligently has obtained money or property by means of one or more untrue 

statement of material fact or omission of a material fact necessary in order to make 

the statements made, in light of the circumstances under which they were made, 

not misleading.    

186. By reason of the foregoing, Chiueh, directly or indirectly, singly or in 

concert, violated and, unless enjoined, will again violate Securities Act Section 

17(a)(2) [15 U.S.C. § 77q(a)(2)]. 

SIXTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5(b) Thereunder 

(Chiueh) 
 

187. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 167. 

188. Chiueh, directly or indirectly, singly or in concert, in connection with 

the purchase or sale of securities and by the use of means or instrumentalities of 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 40 of 51 PageID: 105



 

 41 

interstate commerce, or the mails, or the facilities of a national securities exchange, 

knowingly or recklessly has made one or more untrue statements of a material fact 

or omitted to state one or more material facts necessary in order to make the 

statements made, in the light of the circumstances under which they were made, 

not misleading. 

189. By reason of the foregoing, Chiueh, directly or indirectly, singly or in 

concert, violated and, unless enjoined, will again violate Exchange Act Section 

10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)]. 

SEVENTH CLAIM FOR RELIEF 
Violations of Advisers Act Section 206(4) and Rule 206(4)-8(a)(1) Thereunder 

(Chiueh) 
 

190. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 167. 

191. At all relevant times, Chiueh was an investment adviser, under 

Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)], to the Fund, a pooled 

investment vehicle as defined in Rule 206(4)-8(b) [17 C.F.R. § 275.206(4)-8(b)].  

192. Chiueh, through use of the mails or means or instrumentalities of 

interstate commerce, directly or indirectly, engaged in transactions, practices, and 

courses of business that were fraudulent, deceptive, and manipulative. 

193. Chiueh knowingly, recklessly, or negligently made one or more untrue 

statements of a material fact or omitted to state one or more material facts 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 41 of 51 PageID: 106



 

 42 

necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading, to any investor or prospective 

investor in the pooled investment vehicle.   

194. By reason of the foregoing, Chiueh, directly or indirectly, singly or in 

concert, violated and, unless enjoined, will again violate Advisers Act Section 

206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8(a)(1) thereunder [17 C.F.R. 

§ 275.206(4)-8(a)(1)]. 

EIGHTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a)(2) 

(Chiueh) 

195. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 167. 

196. As alleged above, Upright Trust violated Securities Act Section 

17(a)(2) [15 U.S.C. § 77q(a)(2)].  

197. Chiueh knowingly or recklessly provided substantial assistance to 

Upright Trust with respect to its violations of Securities Act Section 17(a)(2) [15 

U.S.C. § 77q(a)(2)]. 

198. By reason of the foregoing, Chiueh is liable pursuant to Securities Act 

Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Upright Trust’s 

violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless 

enjoined, Chiueh will again aid and abet these violations. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 42 of 51 PageID: 107



 

 43 

NINTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and                                     

Rule 10b-5(b) Thereunder 
(Chiueh) 

199. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 167. 

200. As alleged above, Upright Trust violated Exchange Act Section 10(b) 

[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

201. Chiueh knowingly or recklessly provided substantial assistance to 

Upright Trust with respect to its violations of Exchange Act Section 10(b) 

[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

202. By reason of the foregoing, Chiueh is liable pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Upright Trust’s 

violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) 

thereunder [17 C.F.R. § 240.10b-5(b)] and, unless enjoined, Chiueh will again aid 

and abet these violations. 

TENTH CLAIM FOR RELIEF 
Aiding and Abetting Violation of Investment Company Act Section 13(a)(3) 

(Both Defendants) 
 

203. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 130. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 43 of 51 PageID: 108



 

 44 

204. Upright Trust is an “investment company” as defined by Investment 

Company Act Section 3(a)(1) [15 U.S.C. § 80a-3(a)(1)], of which the Fund is a 

series. 

205. Upright Trust, without shareholder authorization, deviated from its 

policy in respect of concentration of investments in any particular industry or 

group of industries as recited in its registration statement, deviated from any 

investment policy which is changeable only if authorized by shareholder vote, and 

deviated from any policy recited in its registration statement pursuant to 

Investment Company Act Section 8(b)(3) [15 U.S.C. § 80a-8(b)(3)]. 

206. By reason of the foregoing, the Upright Trust violated Investment 

Company Act Section 13(a)(3) [15 U.S.C. § 80a-13(a)(3)]. 

207. Defendants knowingly or recklessly provided substantial assistance to 

Upright Trust’s violations of Investment Company Act Section 13(a)(3) [15 U.S.C. 

§ 80a-13(a)(3)]. 

208. By reason of the foregoing, Defendants are liable pursuant to 

Investment Company Act Section 48(b) [15 U.S.C. § 80a-47(b)] for aiding and 

abetting Upright Trust’s violations of Investment Company Act Section 13(a)(3) 

[15 U.S.C. § 80a-13(a)(3)] and, unless enjoined, Defendants will again aid and abet 

these violations. 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 44 of 51 PageID: 109



 

 45 

ELEVENTH CLAIM FOR RELIEF 
Aiding and Abetting Violation of Investment Company Act Section 32(a)(1) 

(Both Defendants) 
 

209. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 33, and paragraphs 156 through 167. 

210. Upright Trust is an “investment company” as defined by Investment 

Company Act Section 3(a)(1) [15 U.S.C. § 80a-3(a)(1)]. 

211. Upright Trust filed with the Commission financial statements signed 

or certified by an independent public accountant who was not selected at a meeting 

held within thirty days before or after the beginning of the fiscal year or before the 

annual meeting of stockholders in that year by the vote, cast in person, of a 

majority of those members of the board of directors who are not interested persons 

of Upright Trust. 

212. By reason of the foregoing, the Upright Trust violated Investment 

Company Act Section 32(a)(1) [15 U.S.C. § 80a-31(a)(1)]. 

213. Defendants knowingly or recklessly provided substantial assistance to 

Upright Trust’s violations of Investment Company Act Section 32(a)(1) [15 U.S.C. 

§ 80a-31(a)(1)]. 

214. By reason of the foregoing, Defendants are liable pursuant to 

Investment Company Act Section 48(b) [15 U.S.C. § 80a-47(b)] for aiding and 

abetting Upright Trust’s violations of Investment Company Act Section 32(a)(1) 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 45 of 51 PageID: 110



 

 46 

[15 U.S.C. § 80a-31(a)(1)] and, unless enjoined, Defendants will again aid and abet 

these violations. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a 

Final Judgment: 

I. 

Permanently enjoining Defendants, and their agents, servants, employees 

and attorneys and all persons in active concert or participation with any of them 

from violating, directly or indirectly, Securities Act Sections 17(a)(1) and (3) [15 

U.S.C. §§ 77q(a)(1) and 77q(a)(3)], Exchange Act Section 10(b) [15 U.S.C. 

§ 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and 

240.10b-5(c)], Investment Company Act Sections 13(a)(3), 15(c), and 32(a) [15 

U.S.C. §§ 80a-13(a), 80a-15(c), 80a-31], and Advisers Act Sections 206(1) and (2) 

[15 U.S.C. §§ 80b-6(1) and 80b-6(2)] and Rule 206(4)-8(a)(1) thereunder [17 

C.F.R. § 275.206(4)-8(a)(1)];  

II. 

Permanently enjoining Chiueh, and his agents, servants, employees and 

attorneys and all persons in active concert or participation with any of them from 

violating, directly or indirectly, Securities Act Section 17(a)(2) [15 U.S.C. 

§ 77q(a)(2)], Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 46 of 51 PageID: 111



 

 47 

thereunder [17 C.F.R. § 240.10b-5(b)], and Advisers Act Section 206(4) [15 U.S.C. 

§ 80b-6(4)] and Rule 206(4)-8(a)(1) thereunder [17 C.F.R. § 275.206(4)-8(a)(1)]; 

III. 

Ordering Defendants to disgorge all ill-gotten gains they received directly or 

indirectly, with pre-judgment interest thereon, as a result of the alleged violations, 

pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) 

and 78u(d)(7)], and Section 9(e) of the Investment Company Act [15 U.S.C. 80a-

9(e)]; 

IV. 

Ordering Defendants to pay civil monetary penalties under Securities Act 

Section 20(d) [15 U.S.C. § 77t(d)], Exchange Act Section 21(d)(3) [15 U.S.C. 

§ 78u(d)(3)], Advisers Act Section 209(e) [15 U.S.C. § 80b-9(e)], and Investment 

Company Act Section 42(e) [15 U.S.C. § 80a-41(e)];  

V. 

Granting any other and further relief this Court may deem just and proper.  

  

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 47 of 51 PageID: 112



 

 48 

JURY DEMAND 

 The Commission demands a trial by jury.  

 
Dated: New York, New York 

April 11, 2025 
/s/ Debra Jaroslawicz    
Corey A. Schuster 
Lee A. Greenwood 
Debra Jaroslawicz 
Stephen B. Holden 
Ming Ming Yang 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE 
COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-0142 (Jaroslawicz) 
[email protected]

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 48 of 51 PageID: 113



 

LOCAL RULE 11.2 CERTIFICATION 
 

Pursuant to Local Civil Rule 11.2, I certify that the matter in controversy 

alleged against the Defendants in the foregoing Complaint is not the subject of any 

other civil action pending in any court, or of any pending arbitration or 

administrative proceeding.    

Dated: New York, New York 
April 11, 2025 
 

/s/ Debra Jaroslawicz  
Corey A. Schuster 
Lee A. Greenwood 
Debra Jaroslawicz 
Stephen B. Holden 
Ming Ming Yang 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE 
COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-0142 (Jaroslawicz) 
[email protected] 
 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 49 of 51 PageID: 114



 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
DAVID YOW SHANG CHIUEH and 
UPRIGHT FINANCIAL CORP.,    
  
                                             Defendants. 
 

 
 

  
25 Civ. 1920  

 
   

DESIGNATION OF  
AGENT FOR SERVICE 
  

           
          

 
 

Pursuant to Local Civil Rule 101.1(f), because the Commission does not 

have an office in this District, the undersigned hereby designates the United States 

Attorney’s Office for the District of New Jersey as eligible as an alternative to the 

Commission to receive service of all notices or papers in this action.   

Therefore, service upon the United States or its authorized designee, 

designee, David E. Dauenheimer, Deputy Chief, Health Care Fraud Unit, United 

States Attorney’s Office for the District of New Jersey, 970 Broad Street, Suite  

 

 

 

 

 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 50 of 51 PageID: 115



 

 2 

700, Newark, NJ 07102 shall constitute service upon the Commission for purposes 

of this action. 

Dated: New York, New York 
April 11, 2025 

 
/s/ Debra Jaroslawicz  
Corey A. Schuster 
Lee A. Greenwood 
Debra Jaroslawicz 
Stephen B. Holden 
Ming Ming Yang 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-0142 (Jaroslawicz) 
[email protected] 
 

Case 2:25-cv-01920-BRM-CLW     Document 9     Filed 04/11/25     Page 51 of 51 PageID: 116


	Corey A. Schuster
	Lee A. Greenwood
	Debra Jaroslawicz
	Stephen B. Holden
	Ming Ming Yang
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-0142 (Jaroslawicz)
	[email protected]
	Plaintiff Securities and Exchange Commission (“Commission”), 100 Pearl Street, Suite 20-100, New York, New York 10004-2616, for its First Amended Complaint against Defendants David Yow Shang Chiueh (“Chiueh”), 349 Ridgedale Avenue, East Hanover, New J...
	SUMMARY
	1. Defendants engaged in a multi-year fraudulent scheme to operate the mutual fund Upright Growth Fund (“Fund”) as a highly concentrated fund in violation of the Fund’s investment mandate and Defendants’ fiduciary duties, at the expense of the Fund an...
	2. In the 1990s, Chiueh founded both Upright, an investment adviser registered with the Commission, and Upright Investments Trust (“Upright Trust”), a registered investment company of which the Fund is a series.  Beginning at its inception in 1998, an...
	3. In November 2021, the Commission issued a settled order that found that Defendants violated the Concentration Policy between July 2017 and June 2020 by concentrating more than 25% of the Fund’s total assets in one industry, including the semiconduc...
	4. But, despite Defendants’ promise, made as part of their settlement with the Commission, that they would stop this conduct, they continued their fraud unabated.  From at least November 24, 2021, through September 29, 2023, Defendants continued to in...
	5. Defendants’ conduct from November 24, 2021, through at least June 23, 2024 (“Relevant Period”), harmed the Fund and its investors.  By waiting nearly two years to reduce the Fund’s Company A holdings below the 25% limit, and then continuing to over...
	6. Defendants also engaged in two sets of misconduct during the Relevant Period with respect to Upright Trust’s board of trustees (“Board”), in violation of fundamental provisions of the Investment Company Act of 1940 (“Investment Company Act”).  Firs...
	VIOLATIONS
	7. Through the above conduct and as alleged further herein, Defendants have violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)], Section 10(b) of the Securities Exchange Act o...
	8. Through the above conduct and as alleged further herein, Chiueh violated Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)], Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)], and Advisers ...
	9. Through the above conduct and as alleged further herein, Chiueh aided and abetted, pursuant to Securities Act Section 15(b) [15 U.S.C. § 77o(b)] and Exchange Act Section 20(e) [15 U.S.C. § 78t(e)], Upright Trust’s violations of Securities Act Secti...
	10. Through the above conduct and as alleged further herein, Defendants aided and abetted, pursuant to the Investment Company Act Section 48(b) [15 U.S.C. § 80a-47(b)], Upright Trust’s violations of Investment Company Act Sections 13(a)(3) and 32(a) [...
	11. Unless Defendants are restrained and enjoined, they will engage in the acts, practices, transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, and courses of business of similar type and object.
	NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
	12. The Commission brings this action pursuant to the authority conferred upon it by Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)], Exchange Act Section 21(d) [15 U.S.C. § 78u(d)], Advisers Act Sections 209(d) and 209(e) [15...
	13. The Commission seeks a final judgment: (a) permanently enjoining Defendants from violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering Defendants to disgorge all ill-gotten gains they received as a...
	JURISDICTION AND VENUE
	14. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) [15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act Section 214 [15 U.S.C. § 80b-14], and Investment Company Act Sections 42(d) and 44...
	15. Defendants, directly and indirectly, have made use of the means or instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, practices, and courses of business alleged herein.
	16. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act Section 214 [15 U.S.C. § 80b-14], and Investment Company Act Section 44 [15 U.S.C. § 80a-43].  Upright is...
	DEFENDANTS
	17. Upright is a New Jersey corporation with its principal place of business in East Hanover, New Jersey.  Upright has been registered with the Commission as an investment adviser since March 1991.  In its most recent amendment to its Form ADV,0F  fil...
	18. Chiueh, age 67, resides in East Hanover, New Jersey.  Chiueh is Upright’s founder and owner and, during the Relevant Period, was its president and the sole person controlling Upright.
	19. Chiueh was also the chief executive officer (“CEO”), portfolio manager, and Board chairman of Upright Trust during the Relevant Period.  He was also the chief compliance officer (“CCO”) during the Relevant Period, except from March 2023 through Ap...
	20. During the Relevant Period, Chiueh was the sole person who made investment decisions for Upright Trust’s funds, including the Fund, and received compensation from Upright for making investment decisions for the Fund.
	21. During the Relevant Period, Chiueh reviewed and approved Upright Trust’s filings with the Commission before they were submitted.
	OTHER RELEVANT ENTITIES
	22. Upright Trust is a Delaware business trust formed by Chiueh in 1998.  Upright Trust has been registered as an open-end investment company with the Commission since April 1998.  Upright Trust consists of three series funds, including the Fund.  Upr...
	23. Upright Growth Fund is a series of Upright Trust that operates as an open-end, management investment company, otherwise known as a mutual fund.  The Fund is and was, during the Relevant Period, listed on NASDAQ under the ticker symbol UPUPX.  The ...
	24. An investment company is a company that issues securities and primarily invests in securities.
	25. Congress enacted the Investment Company Act to provide for the registration and regulation of investment companies to protect investors from purchasing securities without the benefit of certain information about the securities, the investment comp...
	26. An investment company registered with the Commission pursuant to the Investment Company Act is known as a registered investment company.
	27. A mutual fund is a type of registered investment company that pools money from many investors and invests the money in some combination of stocks, bonds, short-term money-market instruments, and/or other assets.  The securities and other assets ow...
	28. A mutual fund’s portfolio is managed by a Commission-registered investment adviser.  A mutual fund’s investment adviser owes a fiduciary duty to its client, the fund.  This duty includes an affirmative duty of utmost good faith and a duty to act i...
	29. Each mutual fund share represents an investor’s proportionate ownership of the mutual fund’s portfolio and of the income and capital gains the portfolio generates.  Investors in a mutual fund are also referred to as shareholders.
	30. Under the Investment Company Act, mutual funds must disclose to the investing public information about itself and its objectives.
	31. Investment Company Act Section 8(a) [15 U.S.C. § 80a-8(a)] requires that a mutual fund file with the Commission a registration statement containing information that the Commission “prescribe[s] as necessary or appropriate in the public interest or...
	32. Pursuant to Investment Company Act Section 13(a)(3) [15 U.S.C.  § 80a-13(a)(3)], no mutual fund shall, “unless authorized by the vote of a majority of its outstanding voting securities . . . deviate from its policy in respect of concentration of i...
	33. Registered investment companies are governed by a board of directors, who are also referred to as trustees when the registered investment company is organized as a trust (like Upright Trust).
	A. The Fund Had a Concentration Policy With a 25% Limit.
	34. Upright Trust filed its registration statement with the Commission on April 1, 1998.
	35. According to this registration statement, which includes a prospectus for the Fund, one of the Fund’s fundamental policies is the Concentration Policy with a 25% limit—that is, that “the Fund may not invest more than 25% of its total assets in one...
	36. The Fund’s Statements of Additional Information (“SAIs”) filed with the Commission are incorporated by reference into the Fund’s prospectuses.
	37. Since the Fund began in 1998, the Fund’s SAIs have stated that the Fund’s fundamental policies “cannot be changed without approval by a ‘majority of the outstanding voting securities’ (as defined in the Investment Company Act of 1940) of the Fund.”
	38. Since the Fund began in 1998 and until February 27, 2020, the Fund’s SAIs have stated that one of the Fund’s fundamental policies is that the Fund may not invest more than 25% of its total assets in securities of companies principally engaged in a...
	39. Subsequent SAIs filed in 2021, 2022, and 2023 purport to reflect a 50% limit for the Concentration Policy.
	40. However, during these years Defendants did not obtain shareholder approval to change the Concentration Policy limit from 25% to 50%.
	41. Though the Board solicited proxy votes from its shareholders in August 2018 (the “2018 Proxy Solicitation”), the 2018 Proxy Solicitation did not purport to attempt to change the Concentration Policy.
	42. Thus, during the Relevant Period, the Fund had as a fundamental policy the Concentration Policy with a 25% limit.
	60. Between 2019 and 2021, the staff of the Commission’s Division of Enforcement (“Enforcement”) investigated Defendants.  The investigation focused on many of the same issues as the 2019 Deficiency Letter.
	61. Beginning in April 2021, Enforcement staff provided Defendants (through their counsel) with several drafts of what would be the 2021 Order.
	62. The drafts stated that the Concentration Policy was a fundamental policy of the Fund and that the Fund’s investment of more than 25% of its assets in one industry violated the Concentration Policy and Investment Company Act Section 13(a)(3) [15 U....
	63. On October 13, 2021, Defendants sent Enforcement staff offers of settlement, which Chiueh signed on behalf of both himself and Upright.
	64. On November 24, 2021, the Commission issued the 2021 Order against Defendants.
	65. The 2021 Order found that “Upright Trust established as a fundamental policy in its registration statements that [the Fund] would not invest ‘more than 25% of its total assets in securities of companies principally engaged in any one industry.’”
	66. The 2021 Order found that Defendants violated the Concentration Policy for each month from July 2017 through June 2020 because the Fund’s total assets exceeded the 25% limit in either the “Semiconductors and Related Industries” and/or the “Pharmac...
	67. Without admitting or denying the Commission’s findings, Defendants consented to the entry of the 2021 Order, which found that, among other violations, Defendants violated Securities Act Sections 17(a)(2) and 17(a)(3) and Advisers Act Sections 206(...
	68. As a part of the settlement, Defendants agreed to cease-and-desist from committing or causing future violations of these statutes and rules as well as to be censured.
	69. Upright also consented to certain undertakings in the 2021 Order.
	70. These undertakings required that Upright retain an independent compliance consultant (“ICC”) to review and recommend corrective measures for, among other topics, the monitoring of Upright’s mutual fund clients’ compliance with the requirements of ...
	71. Under the 2021 Order, Upright was required to take all necessary steps to adopt, implement, and abide by the ICC’s recommendations.
	72. Upright retained an ICC in March 2022.
	73. The 2021 Order contained an agreement by Upright to certify its compliance with the undertakings within sixty days from the date of completion of the undertakings (“Certification Date”).
	74. By agreement between Upright and Enforcement staff, the deadline to complete undertakings was extended from March 3, 2023, to May 2, 2023.  Therefore, the Certification Date was May 2, 2023.
	75. Upright did not certify its compliance with the undertakings in the 2021 Order by the Certification Date.
	76. To date, Upright has not certified its compliance with the undertakings in the 2021 Order.
	III. DEFENDANTS CONTINUED TO VIOLATE THE FUND’S CONCENTRATION POLICY AFTER NOVEMBER 2021.
	A. Defendants Continued to Overconcentrate the Fund’s Assets in Company A.
	77. During the Relevant Period, Defendants continued to operate the Fund in a manner that violated its Concentration Policy, a fundamental policy of the Fund, by overconcentrating its assets in not only one industry, but one issuer—Company A.
	78. During the Relevant Period, Yahoo Finance classified Company A (as well as other positions the Fund held) as being in the semiconductor industry.
	79. Since June 6, 2023, Chiueh stated in the Fund’s annual and semiannual shareholder reports that the Fund used Yahoo Finance as its industry classification source.
	80. As shown in the chart below, from at least November 24, 2021, until September 29, 2023, the Fund violated its Concentration Policy’s 25% limit by investing more than 25% of its total assets in Company A stock.
	81. Defendants waited until June 28, 2023, to sell portions of the Fund’s holdings of Company A stock.
	82. Defendants sold additional shares of Company A stock held by the Fund in July and September 2023.
	83. Between June 28, 2023, and July 17, 2023, and then between September 25, 2023, through September 29, 2023, Defendants sold an average of approximately 30,000 shares of Company A stock per day on the 17 trading days on which the Fund A sold Company...
	84. The Fund’s sales of Company A stock did not have a material impact on the price per share of Company A on these 17 trading days.
	85. Through these sales, as reflected in the chart above in paragraph 80, the Fund’s holdings of Company A stock dropped below 25% of the Fund’s total assets on September 29, 2023.
	86. But, on that date, the Fund still held more than 37% of its total assets in the semiconductor industry (including Company A) as classified by Yahoo Finance, Chiueh’s only disclosed classification source.
	87. Accordingly, as reflected in the chart above in paragraph 80, the Fund continued to violate the Concentration Policy by investing more than 25% of its assets in the semiconductor industry after September 29, 2023, and through the Relevant Period.
	88. During the Relevant Period, Defendants classified Company A as “IC Design,” a classification that Yahoo Finance did not use.
	89. Prior to the Relevant Period, in a semiannual report for the Fund dated June 11, 2018, Defendants classified Company A as in the semiconductor industry.
	90. And, in a February 2022 Company A investor presentation, which Chiueh sent to the Board by email using the Upright Email Address on October 29, 2023, Company A described itself as “[a] Global Semiconductor Company” and a “One of the Leading Semico...
	91. Had Upright and Chiueh used Yahoo Finance as the Fund’s sole industry classification source, as Chiueh had represented in the Fund’s Commission filings, then Company A would have been classified as part of the semiconductor industry and the Fund’s...
	92. Defendants, experienced investment advisers, knew, or recklessly disregarded, that using more than one classification provider enabled manipulation of classifications to meet concentration limits.
	93. Defendants provided substantial assistance to the Fund’s violation of its Concentration Policy by maintaining investments in Company A and other companies that resulted in more than 25% of the Fund’s assets being invested in Company A and then the...
	B. Chiueh Knew, or Recklessly Disregarded, that the Fund Continued to Violate Its Concentration Policy.
	94. As the CEO, CCO, portfolio manager, and Board chairman of Upright Trust at the time of the 2019 Deficiency Letter, 2021 Order, and ICC reports, Chiueh knew, or recklessly disregarded, that the Fund’s holdings of Company A stock, as well as the Fun...
	95. For example, on June 17, 2022, Upright received—via the Upright Email Address—a copy of the ICC’s preliminary report pursuant to the 2021 Order (“Preliminary Report”).
	96. Chiueh reviewed the Preliminary Report at or around the time he received it.
	97. In the Preliminary Report, the ICC stated that Company A stock ranged from 22% to 47% of the assets across Upright Trust’s funds (including the Fund) as of March 31, 2022.
	98. The Preliminary Report also stated that, with respect to the purported change to the Fund’s Concentration Policy from 25% to 50% that was reflected in prior SAIs, Upright “did not provide any proof that the shareholders approved this change in the...
	99. The Preliminary Report then recommended that Upright “amend the SAI to reflect the fundamental 25% industry limit and then manage the Fund in accordance with the policy.”
	100. The Preliminary Report also stated that Upright should “[a]djust the portfolio to bring it in line with the correct fundamental policy” and that Upright “should be responsible for any losses to [the Fund] for the portfolio adjustments.”
	101. The ICC recommended in the Preliminary Report that Upright use a single, reputable third-party source to provide classifications because “[t]his helps ensure [Upright] cannot manipulate the classifications and also ensures [Upright] cannot pick m...
	102. Upright responded to the Preliminary Report in an email dated July 18, 2022, from the Upright Email Address.
	103. Upright stated in its response that it intended to engage counsel in order to “determine what steps to take to bring the fundamental 25% or 50% industry limit and manage the Fund in accordance with the policy.”
	104. Upright also stated that Upright “will use the source that the fund accountant provides for industry classifications.  If [Upright] sees a classification that does not describe the security, the proposed classification will be brought before the ...
	105. On July 19, 2022, the ICC replied to Upright’s email from the prior day and stated that “[o]nce [Upright] chooses an industry classification source, it will need to keep that source and follow it without deviation (with only very limited exceptio...
	106. Additionally, via the Upright Email Address, Upright submitted a series of proposals to the ICC on August 17, 2022, including that Upright would engage legal counsel before November 1, 2022, to conduct a proxy vote on changing the industry concen...
	107. On January 3, 2023, the ICC issued its final report pursuant to the 2021 Order (“Final Report”), a copy of which the ICC sent to the Upright Email Address.
	108. In the Final Report, the ICC stated that it “disagrees with [Upright’s] proposals and the original recommendations still apply,” noting that “[a]fter [Upright] implements the recommendations, it can then consider a proxy to shareholders to make c...
	C. Defendants’ Concentration Policy Violations Harmed the Fund and its Investors.
	109. Defendants’ decision to ignore the 2021 Order and ICC reports, and to wait until June 2023 to begin reducing the Fund’s holdings of Company A stock, caused significant harm to the Fund and its investors.
	110. Prior to the Relevant Period, the Fund bought its shares of Company A stock for an average price of approximately $12.84 per share; nearly all of these purchases occurred prior to the Relevant Period.
	111. Defendants waited until June 28, 2023, through September 29, 2023, to sell Company A shares, during which time Defendants sold Company A shares at a daily average rate of approximately 30,000 shares per day on 17 trading days (“Average Rate”).
	112.  These sales did not have any material price impact on Company A’s shares.
	113. Between June 28, 2023, and September 29, 2023, Defendants sold 413,138 shares of Company A stock held by the Fund at an average price of $6.54 per share during this time.
	114. In light of the Fund’s cost basis, these sales resulted in an actual loss to the Fund of $2,606,716.
	115. If Defendants had begun to reduce the Fund’s holdings of Company A stock beginning on November 24, 2021, at the Average Rate, they would have sold a total of 498,111 shares over the course of 17 consecutive trading days at an average price of app...
	116. Accordingly, these hypothetical sales would have resulted in a hypothetical loss to the Fund of approximately $1,016,322.
	117. It is reasonable to assume that Defendants selling Company A stock at the Average Rate would have no price impact in November 2021 since it had no price impact when Defendants sold Company A stock at the Average Rate between June 28, 2023, and Se...
	118. Accordingly, by waiting until June 28, 2023, to begin selling its share of Company A stock, the Fund lost an additional approximately $1,586,394.
	119. During the Relevant Period, Upright charged the Fund a total of approximately $541,087 in advisory fees, of which Chiueh received a portion personally as Upright’s owner and as compensation for providing investment advice to the Fund.
	120. Of this amount, Upright charged approximately $100,169 in advisory fees on the assets in the Fund’s portfolio that exceeded the 25% Concentration Policy limit.
	D. Chiueh Misstated the Fund’s Concentration Policy in Filings with the Commission.
	121. Chiueh prepared and approved for filing with the Commission two SAIs for the Fund that falsely stated that the Fund had a Concentration Policy of 50% during the Relevant Period.
	122. On June 7, 2022, Upright Trust filed an SAI with the Commission (“June 2022 SAI”).
	123. Chiueh prepared and approved for filing with the Commission the June 2022 SAI.
	124. The June 2022 SAI stated that the Fund maintained a fundamental policy that it shall not invest more than 50% of its assets in any one industry.
	125. On January 26, 2023, Upright Trust filed an SAI with the Commission (“January 2023 SAI”).
	126. Chiueh prepared and approved for filing with the Commission the January 2023 SAI.
	127. The January 2023 SAI stated that the Fund maintained a fundamental policy that it shall not invest more than 50% of its assets in any one industry.
	128. Chiueh knew, or recklessly disregarded, that the statements in the June 2022 SAI and January 2023 SAI that the Fund had a 50% Concentration Policy limit were false, because, as described in paragraphs 34 through 42, the Fund’s registration statem...
	129. In the alternative, Chiueh was negligent as to the falsity of these statements because a reasonable investment adviser would exercise reasonable care in its disclosures of its client’s fundamental investment policies, yet Chiueh failed to do so.
	130. Chiueh’s false statements were material because a reasonable investor in the Fund would consider statements about the Fund’s fundamental policies (like this policy) to be important in making an investment decision in the Fund.
	131. The Investment Company Act establishes requirements for how a mutual fund enters into or renews an advisory contract with an investment adviser.
	132. Pursuant to Investment Company Act Section 15(c) [15 U.S.C. § 80a-15(c)], it is unlawful for any mutual fund to enter into or renew any advisory contract unless the terms of the contract are approved by a vote of a majority of the independent dir...
	133. Section 15(c) further states that “[i]t shall be the duty of the directors of a registered investment company to request and evaluate, and the duty of an investment adviser to such company to furnish, such information as may reasonably be necessa...
	134. In 2004, the Commission adopted a rule and form amendments requiring that, when a fund board approves or renews any advisory contract, the fund’s next shareholder report must discuss, in reasonable detail, the material factors and conclusions tha...
	135. From November 24, 2021, through September 30, 2023, Defendants did not provide the Board with information reasonably necessary to evaluate the terms of Upright’s advisory contract with Upright Trust.
	136. Defendants did not provide the Board with information before Board meetings regarding the renewal of Upright’s advisory contract.
	137. The only information that Defendants provided to the Board during meetings to approve Upright’s advisory contract concerned Upright Trust’s funds’ performance.
	138. For example, the Board met virtually on May 26, 2022, attended by Chiueh, Upright’s office manager, and three trustees (including Trustee 1).
	139. One of the purposes of the Board meeting was to approve the renewal of Upright’s advisory contract with Upright Trust.
	140. Prior to the meeting, Chiueh did not provide the Board with information concerning Upright’s advisory contract.
	141. During the meeting, other than a discussion of the Upright Trust’s funds’ performance, Chiueh did not provide the Board with information about the renewal of Upright’s advisory contract.
	142. Yet, Chiueh stated in the January 2023 SAI that, during the May 26, 2022, Board meeting, the Board “was supplied with supporting information from [Upright] in advance of the meeting[,]” that the Board discussed “the nature, quality and extent of ...
	143. As Chiueh well knew, or recklessly disregarded, these statements in the January 2023 SAI were false because Chiueh, the Board chairman who attended the meeting, did not provide the Board with this information either before or during the Board mee...
	144. Chiueh made these false statements to make it appear as though the Board had considered the factors set forth in Gartenberg for purposes of satisfying its obligations under Investment Company Act Section 15(c), when it had not.
	145. In the alternative, Chiueh was negligent as to the falsity of these statements because a reasonable investment adviser would exercise reasonable care in his disclosures relating to information he provided the Board and what information the Board ...
	146. Chiueh’s false statements were material because a reasonable investor in the Fund would consider statements about what a mutual fund’s Board considered when deciding whether to renew an investment adviser’s advisory contract to be important when ...
	147. On top of not providing the Board with the information listed in paragraphs 133-134, and 142, Defendants also withheld from the Board key information about Defendants’ compliance with the securities laws and then, when Defendants did provide such...
	148. Chiueh did not share the 2019 Deficiency Letter with the Board either before or during the Relevant Period, despite the Examinations staff’s request that Chiueh forward to them the results of any Board review undertaken in response to the 2019 De...
	149. Defendants also did not provide the Board with the 2021 Order until September 13, 2022—and just hours before that day’s Board meeting—even though the Board met on May 26, 2022, as well.
	150. It was not reasonable for the Board to sufficiently evaluate Upright’s services without being furnished with the information related to Upright’s securities law violations arising from its management of the Fund.
	151. Although Chiueh finally did provide the Board with the 2021 Order by email from the Upright Email Address hours before the Board meeting on September 13, 2022, he misled them during the meeting about his conduct by stating that the violation of t...
	152. Similarly, Chiueh did not share the Preliminary Report with the Board until September 13, 2022, as an attachment to the same email that transmitted the 2021 Order.
	153. When Chiueh provided the Preliminary Report to the Board, he misled the Board about the ICC’s recommendations contained therein.
	154. Specifically, Chiueh told the trustees that the ICC’s findings in the Preliminary Report regarding the Fund’s violations of its 25% Concentration Policy limit were mistaken because the Fund had allegedly conducted a shareholder vote in August 201...
	155. As Chiueh well knew, the Fund did not conduct a shareholder vote to change its Concentration Policy limit in August 2018 and had not done so as of September 13, 2022.
	156. Under Investment Company Act Section 32(a)(1) [15 U.S.C. § 80a-31(a)(1)], it is unlawful for any mutual fund to file with the Commission any financial statement signed by an independent public accountant unless such accountant was selected by the...
	157. In or around September 2022, Upright Trust’s audit firm, which had audited Upright Trust’s financial statements since the fiscal year ending September 30, 2018, resigned.
	158. On or about September 30, 2022, Chiueh identified Auditor 1 as a candidate for Upright Trust’s independent public accountant.
	159. Auditor 1 is a certified public accountant licensed in New Jersey.  Neither Auditor 1 nor his firm have ever been registered with the Public Company Accounting Oversight Board.
	160. On or about October 5, 2022, Trustee 1 met with Auditor 1 virtually to discuss Auditor 1’s potential candidacy to serve as Upright Trust’s independent public accountant.
	161. No other member of the Board attended the October 5, 2022, meeting.
	162. On or about October 24, 2022, Chiueh told Trustee 1 that he had decided to retain Auditor 1 to be Upright Trust’s independent public accountant.
	163. Also on or about October 24, 2022, Trustee 1 signed an engagement letter with Auditor 1.  No other member of the Board signed the engagement letter.
	164. The Board never voted to select Auditor 1 to be Upright Trust’s independent public accountant.
	165. Despite the Board never voting to select Auditor 1 to be Upright Trust’s independent public accountant, on December 23, 2022, Chiueh signed, certified, and approved for filing with the Commission Upright Trust’s annual report for the period endin...
	166. Defendants knew, or recklessly disregarded, that Chiueh, not the independent trustees, decided to retain Auditor 1.  In addition, Chiueh, as Board chairman, knew, or recklessly disregarded, that no Board vote occurred to retain Auditor 1.
	167. Defendants provided substantial assistance to Upright Trust’s violation by making the decision to hire Auditor 1 themselves.
	Violations of Securities Act Sections 17(a)(1) and (3)
	(Both Defendants)
	168. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 167.
	169. Defendants, directly or indirectly, singly or in concert, in the offer or sale of securities and by the use of the means or instruments of transportation or communication in interstate commerce or the mails, (i) knowingly or recklessly have emplo...
	170. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, have violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and (3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)].
	Violations of Exchange Act Section 10(b) and Rules 10b-5(a) and (c) Thereunder
	(Both Defendants)
	171. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 167.
	172. Defendants, directly or indirectly, singly or in concert, in connection with the purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or the mails, or the facilities of a national securities exchange...
	173. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(...
	THIRD CLAIM FOR RELIEF
	Violations of Advisers Act Sections 206(1) and (2)
	(Both Defendants)
	174. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 167.
	175. At all relevant times, Defendants were investment advisers under Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)].  Defendants owed the Fund a fiduciary duty of utmost good faith and had an affirmative duty to make full and fair disclos...
	176. Defendants, by use of the mails or any means or instrumentality of interstate commerce, directly or indirectly have: (i) knowingly or recklessly employed one or more devices, schemes, or artifices to defraud any client or prospective client, and/...
	177. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, violated and, unless enjoined, will again violate Advisers Act Sections 206(1) and (2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
	FOURTH CLAIM FOR RELIEF
	Violations of Section 15(c) of the Investment Company Act
	(Both Defendants)
	178. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 130, and paragraphs 131 through 155.
	179. Upright Trust is an “investment company” as defined by Section 3(a)(1) of the Investment Company Act [15 U.S.C. § 80a-3(a)(1)].
	180. At all relevant times, Defendants were investment advisers under Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)].
	181. Under Investment Company Act Section 15(c) [15 U.S.C. § 80a-15(c)], investment advisers of a registered investment company are required to furnish such information as may reasonably be necessary to evaluate the terms of any contract whereby a per...
	182. Defendants failed to furnish the Board with information prior to or during its meetings to evaluate whether to renew the advisory contract between Upright and Upright Trust, apart from information about fund performance.
	183. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, violated and, unless enjoined, will again violate Investment Company Act Section 15(c) [15 U.S.C. § 80a-15(c)].
	FIFTH CLAIM FOR RELIEF
	Violations of Securities Act Section 17(a)(2)
	(Chiueh)
	184. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 167.
	185. Chiueh directly or indirectly, singly or in concert, in the offer or sale of securities and by the use of the means or instruments of transportation or communication in interstate commerce or the mails, knowingly, recklessly, or negligently has o...
	186. By reason of the foregoing, Chiueh, directly or indirectly, singly or in concert, violated and, unless enjoined, will again violate Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].
	SIXTH CLAIM FOR RELIEF
	Violations of Exchange Act Section 10(b) and Rule 10b-5(b) Thereunder
	(Chiueh)
	187. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 167.
	188. Chiueh, directly or indirectly, singly or in concert, in connection with the purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or the mails, or the facilities of a national securities exchange, kn...
	189. By reason of the foregoing, Chiueh, directly or indirectly, singly or in concert, violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)].
	SEVENTH CLAIM FOR RELIEF
	Violations of Advisers Act Section 206(4) and Rule 206(4)-8(a)(1) Thereunder
	(Chiueh)
	190. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 167.
	191. At all relevant times, Chiueh was an investment adviser, under Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)], to the Fund, a pooled investment vehicle as defined in Rule 206(4)-8(b) [17 C.F.R. § 275.206(4)-8(b)].
	192. Chiueh, through use of the mails or means or instrumentalities of interstate commerce, directly or indirectly, engaged in transactions, practices, and courses of business that were fraudulent, deceptive, and manipulative.
	193. Chiueh knowingly, recklessly, or negligently made one or more untrue statements of a material fact or omitted to state one or more material facts necessary in order to make the statements made, in light of the circumstances under which they were ...
	194. By reason of the foregoing, Chiueh, directly or indirectly, singly or in concert, violated and, unless enjoined, will again violate Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8(a)(1) thereunder [17 C.F.R. § 275.206(4)-8(a)...
	EIGHTH CLAIM FOR RELIEF
	Aiding and Abetting Violations of Securities Act Section 17(a)(2)
	(Chiueh)
	195. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 167.
	196. As alleged above, Upright Trust violated Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].
	197. Chiueh knowingly or recklessly provided substantial assistance to Upright Trust with respect to its violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].
	198. By reason of the foregoing, Chiueh is liable pursuant to Securities Act Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Upright Trust’s violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless enjoined, Chiueh ...
	NINTH CLAIM FOR RELIEF
	Aiding and Abetting Violations of Exchange Act Section 10(b) and                                     Rule 10b-5(b) Thereunder
	(Chiueh)
	199. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 167.
	200. As alleged above, Upright Trust violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
	201. Chiueh knowingly or recklessly provided substantial assistance to Upright Trust with respect to its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
	202. By reason of the foregoing, Chiueh is liable pursuant to Exchange Act Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Upright Trust’s violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R....
	TENTH CLAIM FOR RELIEF
	Aiding and Abetting Violation of Investment Company Act Section 13(a)(3)
	(Both Defendants)
	203. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 130.
	204. Upright Trust is an “investment company” as defined by Investment Company Act Section 3(a)(1) [15 U.S.C. § 80a-3(a)(1)], of which the Fund is a series.
	205. Upright Trust, without shareholder authorization, deviated from its policy in respect of concentration of investments in any particular industry or group of industries as recited in its registration statement, deviated from any investment policy ...
	206. By reason of the foregoing, the Upright Trust violated Investment Company Act Section 13(a)(3) [15 U.S.C. § 80a-13(a)(3)].
	207. Defendants knowingly or recklessly provided substantial assistance to Upright Trust’s violations of Investment Company Act Section 13(a)(3) [15 U.S.C. § 80a-13(a)(3)].
	208. By reason of the foregoing, Defendants are liable pursuant to Investment Company Act Section 48(b) [15 U.S.C. § 80a-47(b)] for aiding and abetting Upright Trust’s violations of Investment Company Act Section 13(a)(3) [15 U.S.C. § 80a-13(a)(3)] an...
	ELEVENTH CLAIM FOR RELIEF
	Aiding and Abetting Violation of Investment Company Act Section 32(a)(1)
	(Both Defendants)
	209. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 33, and paragraphs 156 through 167.
	210. Upright Trust is an “investment company” as defined by Investment Company Act Section 3(a)(1) [15 U.S.C. § 80a-3(a)(1)].
	211. Upright Trust filed with the Commission financial statements signed or certified by an independent public accountant who was not selected at a meeting held within thirty days before or after the beginning of the fiscal year or before the annual m...
	212. By reason of the foregoing, the Upright Trust violated Investment Company Act Section 32(a)(1) [15 U.S.C. § 80a-31(a)(1)].
	213. Defendants knowingly or recklessly provided substantial assistance to Upright Trust’s violations of Investment Company Act Section 32(a)(1) [15 U.S.C. § 80a-31(a)(1)].
	214. By reason of the foregoing, Defendants are liable pursuant to Investment Company Act Section 48(b) [15 U.S.C. § 80a-47(b)] for aiding and abetting Upright Trust’s violations of Investment Company Act Section 32(a)(1) [15 U.S.C. § 80a-31(a)(1)] an...
	PRAYER FOR RELIEF
	Permanently enjoining Chiueh, and his agents, servants, employees and attorneys and all persons in active concert or participation with any of them from violating, directly or indirectly, Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)], Exchan...
	Dated: New York, New York
	Corey A. Schuster
	Lee A. Greenwood
	Debra Jaroslawicz
	Stephen B. Holden
	Ming Ming Yang
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-0142 (Jaroslawicz)
	[email protected]
	LOCAL RULE 11.2 CERTIFICATION
	Dated: New York, New York
	Corey A. Schuster
	Lee A. Greenwood
	Debra Jaroslawicz
	Stephen B. Holden
	Ming Ming Yang
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-0142 (Jaroslawicz)
	[email protected]
	Dated: New York, New York
	Corey A. Schuster
	Lee A. Greenwood
	Debra Jaroslawicz
	Stephen B. Holden
	Ming Ming Yang
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-0142 (Jaroslawicz)
	[email protected]