INVESTMENT MANAGEMENT AGREEMENT

Exhibit 10.21

INVESTMENT MANAGEMENT AGREEMENT

Regular Account

(Third-Party Custodian)

     THIS AGREEMENT, made this 17 day of January, 2007 by and between Bear Stearns Asset Management Inc., a New York corporation with principal offices at 383 Madison Avenue, New York, New York 10179 (the “Investment Manager”), and Oriental Financial Group Inc., Oriental Bank & Trust, and Oriental International Bank Inc., each a Puerto Rico corporation with principal offices at Oriental Center, Professional Offices Park, 997 San Roberto Street, 10^th Floor, San Juan Puerto Rico 00926 (collectively, the “Client”).

WITNESSETH:

     WHEREAS, Client desires to engage the Investment Manager on or around March 1, 2007 (the “Effective Date”) to supervise and manage certain of its assets held in custody by Mellon Bank, N.A., as custodian (the “Custodian”), in accordance with the terms and conditions hereinafter set forth and the Investment Manager desires to accept such engagement in accordance with such terms and conditions.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Appointment of Investment Manager.

     (a) Client hereby appoints the Investment Manager as his attorney-in-fact to invest and reinvest the Investment Account Assets (as defined in paragraph 3 hereof) as fully as Client itself could do in accordance with the investment guidelines set forth in Exhibit A attached hereto, as the same may be amended in writing from time to time by Client (the “Investment Guidelines”).

     (b) The Investment Manager hereby accepts such appointment and agrees to supervise and direct the investment of the Investment Account Assets in accordance with the Investment Guidelines In addition, for the Investment Manager’s reference, Client’s Investment Policy, as the same may be amended from time to time (the “Investment Policy”) is set forth in Exhibit B attached hereto.

     (c) Subject to subparagraphs (a) and (b) above, the Investment Manager may, in its full discretion and without obligation on its part to give prior notice to the Custodian or Client, (i) buy, sell, exchange, convert, lender and otherwise trade in any bonds or other securities, and (ii) execute securities transactions through accounts established with such brokers or dealers as the Investment Manager may select, other than any Affiliate (as defined in paragraph (e) below) of the Investment Manager.

     (d) Client has directed the Custodian, and the Custodian has agreed, to act in accordance with the instructions of the Investment Manager. The Investment Manager shall at no time have custody of or physical control over the Investment Account Assets and the Investment Manager shall not be liable for any act or omission of the Custodian.

     (e) For purposes of this Agreement, the term “Affiliate” of, or “Affiliated” with, a specified person means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

     2. Investment Guidelines. Client may amend the Investment Guidelines by written notice thereof to Investment Manager; provided, however, that the Investment Manager will not follow any such amended Investment Guidelines until it has received written notice thereof from Client. After receiving such written notice, the Investment Manager will implement the amended Investment Guidelines as soon as practicable unless Client is otherwise notified.

     3. Investment Account Assets. Client shall identify to the Investment Manager certain assets which it intends Investment Manager to manage together with any subsequent cash and investments which Client may from time to time place in its account with the Custodian (the “Investment Account”), plus all investments, reinvestments and proceeds of the sale thereof, all dividends and interest earned thereon and all appreciation thereof and additions thereto, less any withdrawals therefrom (collectively, the “Investment Account Assets”). Should there be any disparity between the Investment Account Assets identified by Client and the assets initially delivered or otherwise made available to Investment Manager by Client, Investment Manager reserves the right to postpone investment of such assets until such time as there is conformity between such assets and those identified by Client. Client shall not place any assets in its account that it does not intend Investment Manager to manage according to the Investment Guidelines. Client shall promptly notify Investment Manager of any additional assets it contributes to the Investment Account Assets and Investment Manager shall invest such additional assets according to the Investment Guidelines as soon as practicable thereafter. If Client fails to notify Investment Manager of a contribution of additional assets, such assets will not be managed by the Investment Manager: however, if the Investment Manager discovers additional assets in the Client’s account during a reconciliation with the records of the Custodian, such assets will be presumed to be Investment Account Assets and invested as soon as practicable after such discovery. Client shall also notify Investment Manager prior to withdrawing any Investment Account Assets, and should it fail to do so, it shall be responsible for all interest, account overdraft fees and other charges incurred as a result.

     4. Standard of Care.

     (a) The Investment Manager shall perform its duties and obligations hereunder with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

     (b) The Investment Manager shall diversify the Investment Account Assets so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so.

     (c) The Investment Manager shall discharge its duties and obligations hereunder with respect to the Investment Account Assets solely in the interest of Client and in accordance with the Investment Guidelines.

     5. Representations and Warranties of Client. Client hereby represents and warrants to the Investment Manager that (a) it is authorized to enter into this Agreement and to appoint the Investment Manager as its Investment Manager in accordance with the terms hereof; (b) there are no restrictions or limitations on the investment of Investment Account Assets by the Investment

Manager or any other activity contemplated by this Agreement other than as may be communicated from time to time in writing to the Investment Manager; (c) the Custodian will be the custodian of the Investment Account Assets on the Effective Date of this Agreement; (d) if another entity should be substituted for the Custodian as custodian of the Investment Account Assets, the Investment Manager shall promptly be notified of such substitution and the substituted entity will thereafter be deemed to be the Custodian for purposes of this Agreement; and (c) it shall promptly notify the Custodian of the appointment of the Investment Manager by delivering a copy of this Agreement to the Custodian. Client agrees to indemnify the Investment Manager and hold it harmless against any and all losses, costs, claims and liabilities which the Investment Manager may suffer or incur arising out of a breach by Client of its representations and warranties contained herein.

     6. Procedures. All transactions will be consummated by payment to, or delivery by, the Custodian of all cash and/or securities to or from the Investment Account. Instructions from the Investment Manager to the Custodian shall be made by such methods as may be agreed upon by the Investment Manager and the Custodian, and the Investment Manager shall instruct all brokers or dealers executing orders on behalf of the Investment Account to forward to the Custodian and Client copies of all brokerage confirmations promptly after the execution of transactions.

     7. Reports; Meetings.

     (a) Client has arranged or will arrange to receive monthly reports concerning the status of the Investment Account from the Custodian and shall cause the Custodian to provide copies of such monthly reports to the Investment Manager. Client shall also receive confirmations of all transactions from the Custodian and shall rely upon such monthly reports and trade confirmations from the Custodian for purposes of its tax reporting.

     (b) The Investment Manager, at its expense, shall provide Client with quarterly summaries of the performance of the Investment Account Assets and annual reports of such performance.

     (c) Client and the Investment Manager shall meet periodically, at such times as Client may reasonably request, concerning the Investment Account.

     (d) The Investment Manager, at its expense, shall provide Client with such other economic, statistical and investment analysis and reports as Client shall reasonably request from time to time.

     8. Confidential Relationship. All information and recommendations furnished by the Investment Manager to the Custodian and Client shall be regarded as confidential by each such party. The Investment Manager shall regard as confidential all information concerning the affairs, operations and investments of Client, including all information provided by Client to the Investment Manager pursuant to this Agreement.

     9. Services to Other Clients; Liability. It is understood that the Investment Manager performs investment advisory services for various clients. Client agrees that the Investment Manager may give advice and take action with respect to any of its other clients which may differ from the advice given to, or the timing or nature of action taken with respect to, the Investment Account Assets, provided that the policy and practice of the Investment Manager is not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities and that, to the extent practical, such opportunities are allocated among clients over a period of time on a fair and equitable basis. Nothing herein contained shall be construed so as to prevent the

Investment Manager or any of its directors, officers, employees or Affiliates in any way from purchasing or selling any securities for its or their own accounts prior to, simultaneously with or subsequent to any recommendation or action taken with respect to the Investment Account Assets or impose upon the Investment Manager any obligation to purchase or sell or to recommend for purchase or sale for the Investment Account any security which the Investment Manager or any of its directors, officers, employees or Affiliates may purchase or sell for its or their own accounts or for the account of any other client, advisory or otherwise; provided always, however, that the Investment Manager shall use its best efforts to maximize the gains for the Investment Account Assets and that no transaction shall violate any applicable law.

     10. Allocation of Brokerage. In selecting brokers or dealers to execute orders for the purchase or sale of securities for the Investment Account, the Investment Manager shall use its best efforts to obtain for Client the most favorable price and execution available from brokers or dealers; provided, however, that it is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Investment Manager’s investment research and portfolio management capability generally. Brokerage commissions charged to the Investment Account will generally be discounted from prevailing rates, but may not represent the maximum discounts obtainable at any given time.

          Investment Manager shall not be authorized to effect “agency cross transactions” (as defined in Rule 206(3)-2 promulgated by the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) with its Affiliated broker-dealers whereby they act as agent for, and receive commissions from, the Investment Account and the party on the other side of the transaction.

          If Client is a non-natural person, in accordance with Section 1l(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) adopted by the Securities and Exchange Commission (the “SEC”) thereunder, the Investment Manager will provide to Client annually a statement showing the total amount of brokerage commissions charged by the Investment Manager to the Investment Account during the year as well as such other information as may be requested by Client to determine whether to authorize the Investment Manager’s execution of transactions for the Investment Account.

     11. Proxies. The Investment Manager will vote all proxies solicited by or with respect to the issuers of securities in which the Investment Account Assets may be invested from time to time. Proxies will be voted from and after the date on which an account is established for Client with the authorized proxy agent of the Investment Manager (the “Proxy Account”). The Proxy Account will be established as soon as practicable following the opening of the Investment Account by the Investment Manager. If Client has consented to the lending of securities in the Investment Account to third parties either by the Investment Manager or the Custodian and any such loan is outstanding upon the occurrence of a record date for the securities on loan, the borrower of such securities will have the right to vote proxies with respect to such securities and such proxies will not therefore be eligible for voting on Client’s behalf by the Investment Manager.

     12. Class Actions and Other Proceedings. The Investment Manager shall not be required to file claims, commence, render advice with respect to, or otherwise actively participate in any legal proceedings related to issuers of securities in which Client has an interest.

     13. Fees. The compensation of the Investment Manager shall be calculated and paid quarterly in arrears based on the average of the month-end market values of the Investment Account Assets during each quarter that this Agreement is in effect (with any partial months or quarters being

prorated). Such quarterly fees shall be computed in accordance with the Fee Schedule attached hereto as Exhibit C, which Fee Schedule will remain in effect for a period of two (2) years from the effective date of this Agreement and may thereafter be amended from time to time by the Investment Manager upon ninety (90) days’ prior written notice to Client. All fees payable to the Investment Manager pursuant to this Agreement shall be paid free and clear of all deductions or withholding.

     14. Valuation. Securities held in the Investment Account will generally be valued by independent pricing services. When an independent price for a particular security is either unavailable or deemed by the Investment Manager, in its sole discretion, to be unreliable, such security will be valued in a manner determined in good faith by the Investment Manager to reflect its fair market value. For purposes of calculating the fees due to the Investment Manager pursuant to paragraph 13 above, total market values reported by the Investment Manager shall include accrued dividends and interest.

     15. Representation and Warranty of Investment Manager. The Investment Manager represents and warrants to Client that it is registered as an investment adviser under the Advisers Act; that the Investment Manager is authorized and empowered to enter into this Agreement and perform its duties and obligations hereunder; that the execution, delivery and performance of this Agreement does not conflict with any obligation by which the Investment Manager is bound, whether arising by contract, operation of law or otherwise; and that neither the Investment Manager nor any of its advisory representatives for the Investment Account is a person subject to an SEC order issued under Section 203(e) or 203(f) of the Advisers Act. The Investment Manager shall promptly notify Client in writing of the occurrence of any event that may materially adversely affect any representation and warranty included in this paragraph.

     16. Indemnification and Hold Harmless. The Investment Manager shall indemnify and hold harmless Client, its Affiliates, and/or their respective directors, officers, employees and agents (collectively, the “Client Indemnified Parties”), from any and all claims, charges, demands, losses, damages, expenses, obligations and liabilities of any kind or nature whatsoever (including, without limitation, any and all reasonable legal expenses and costs and expenses related to investigating or defending any such claims, charges and demands) (collectively, “Losses”) incurred by such Client Indemnified Party by reason of (i) any acts, omissions or alleged acts or omissions arising out of or in connection with the Investment Account, any investment made or held by or with respect to the Investment Account or this Agreement, provided that such acts, omissions or alleged acts or omission upon which such action or threatened claim, charge, demand, action or proceeding are based were not made in bad faith by such Client Indemnified Party or did not constitute willful misconduct or gross negligence by such Client Indemnified Party, or (ii) any acts of omissions, or alleged acts or omissions, of any agent of any Client Indemnified Party, provided that such agent was selected, engaged or retained by the Client Indemnified Party in accordance with the standard above.

          The Client shall indemnify and hold harmless the Investment Manager, its Affiliates, and/or their respective directors, officers, employees and agents (collectively, the “Investment Manager indemnified Parties”), from any and all Losses incurred by such Investment Manager Indemnified Party by reason of (i) any acts, omissions or alleged acts or omissions arising out of or in connection with the Investment Account, any investment made or held by or with respect to the Investment. Account or this Agreement, provided that such acts, omissions or alleged acts or omissions upon which such actual or threatened claim, charge, demand, action or proceeding are based were not made in bad faith by such Client Indemnified Party or did not constitute willful misconduct or gross negligence by such Investment Manager Indemnified Party,

or (ii) any acts or omissions, or alleged acts or omissions, of any agent of any Investment Manager Indemnified Party, provided that such agent was selected, engaged or retained by the Investment Manager Indemnified Party in accordance with the standard above.

     17. Force Majeure. The Investment Manager shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, acts of God, earthquakes, fires, floods, wars, acts of terrorism, acts of civil or military authorities, or governmental actions.

     18. Non-Public Information. Client acknowledges and agrees that the Investment Manager or its Affiliates may acquire confidential or material non-public information in the course of its investment activities and that it will not divulge such information to Client, will not take any action regarding the Investment Account on the basis of such information, and may be precluded from acting on the basis of such information in regard to the Investment Account.

     19. Termination. Client may terminate this Agreement at any time by giving written notice thereof to the Investment Manager. The Investment Manager may terminate this Agreement upon one hundred and twenty days (120) days’ written notice of such termination to Client. Fees payable hereunder will be prorated to the date of termination as specified in the notice of termination.

     20. Non-Assignability. No assignment (as that term is defined in the Advisers Act) of this Agreement shall be made by the Investment Manager without the express written consent of Client.

     21. Acknowledgement and Consent of Use of Client’s Name. Client acknowledges and consents to permit the Investment Manager to use Client’s name in Investment Manager’s client brochures, marketing or advertising materials. Client understands that the consent to use is only for the purpose of showing other potential Clients, that Client uses the investment advisory services of the Investment Manager. The Investment Manager will not disclose any other information about Client or its account assets without the Client’s express written consent.

     22. Notices. Unless otherwise specified herein, all notices, instructions and advices with respect to securities transactions or any other matters contemplated by this Agreement shall be deemed duly given either when delivered in writing to the addresses set forth below or when deposited by first class mail addressed as follows:

     23. Disclosure Statement. The Investment Manager has delivered to Client and Client hereby acknowledges receipt of the Investment Manager’s written disclosure statement (consisting of a copy of Part II of Form ADV as currently in effect) at least 48 hours prior to Client’s entering into this Agreement with the Investment Manager.

     24. Entire Agreement; Amendment. This Agreement, together with the Exhibits annexed hereto, states the entire agreement of the parties hereto; is intended to be the complete and exclusive statement of the terms hereof; and, except as provided in paragraphs 25 and 12 hereof, may not be modified or amended except by a writing signed by the parties hereto.

     25. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York and any dispute or controversy arising out of this Agreement shall be settled by arbitration in New York, New York, in accordance with the rules and regulations of the New York Stock Exchange, Inc.

     26. Effective Date. This Agreement shall become effective on the day and year first above written.

[Intentionally left in blank, Signature page follows.]

     IN WITNESS WHEREOF, Client and the Investment Manager have executed this Agreement on the day and year first above written.