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Investment Advisory Agreement

This is an actual contract by Imperial Bancorp.

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Sectors: Banking
Governing Law: California , View California State Laws
Effective Date: April 28, 2000
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Exhibit 10.1

AGREEMENT made as of April 28, 2000 between the Imperial Special Investments, Inc., a California corporation (hereinafter called the "Fund"), and Imperial Asset Management, Inc., a California corporation registered under the Investment Adviser's Act of 1940, with its principal office in Inglewood, California (hereinafter called the "Investment Adviser").

WHEREAS, the Fund is registered as a closed-end, non-diversified, management investment company under the Investment Company Act of 1940, as amended ("1940 Act"); and

WHEREAS, the Fund desires to retain the Investment Adviser to furnish certain investment advisory and related services described below in connection with the management of the Fund, and the Investment Adviser represents that it is willing and possesses the legal authority to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints the Investment Adviser to act
----------- as investment adviser to the Fund for the period and on the terms set forth in this Agreement. The Investment Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

2. Delivery of Documents. The Fund has furnished the Investment Adviser
--------------------- with copies properly certified or authenticated of each of the following documents:

(a) the Fund's Articles of Incorporation, dated April 24, 2000 and filed with the Secretary of State of the State of California, and all amendments thereto or restatements thereof (such Articles of Incorporation, as presently in effect and as it shall from time to time be amended or restated, is herein called the "Articles of Incorporation");

(b) the Fund's Bylaws and amendments thereto;

(c) resolutions of the Fund's Board of Directors authorizing the appointment of the Investment Adviser and approving this Agreement;

(d) the Fund's original Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission on April 28, 2000 and all amendments thereto;

(e) the Fund's most recent Private Offering Memorandum (such Private Offering Memorandum, as presently in effect, and all amendments and supplements thereto are herein collectively called the "Private Offering Memorandum").

The Fund will promptly furnish the Investment Adviser with copies of all amendments of or supplements to the foregoing documents.

3. Management. Subject to the supervision of the Fund's Board of
---------- Directors, the Investment Adviser will provide or cause to be provided a continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Investment Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Fund and will place or cause to be placed orders for purchase and sale on behalf of the Fund.

The Investment Adviser will provide the services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Private Offering Memorandum, resolutions of the Fund's Board of Directors, and any undertakings with regulatory authorities which are provided by the Fund to the Investment Adviser. The Investment Adviser further agrees that it:

(a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;

(b) will comply in all material respects with all applicable Rules and Regulations of the Securities and Exchange Commission under the Investment Company Act of 1940 and in addition will conduct its activities under this Agreement in accordance with any applicable regulations pertaining to the investment advisory activities of the Investment Adviser;

(c) will place or cause to be placed orders for the Fund either directly with the issuer or with any broker or dealer and, in placing orders with brokers and dealers, the Investment Adviser or any sub-investment adviser employed by the Investment Adviser will attempt to obtain prompt execution of orders in an effective manner at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Investment Adviser or any sub-investment adviser employed by the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Investment Adviser or any such subinvestment adviser with research advice and other services; and

(d) will treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund and prior, present, or potential shareholders of the Fund learned by, or disclosed to, the Investment Adviser in the co
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