2008 INVESTMENT MANAGEMENT AGREEMENT

Macatawa Bank, Agent for
Smith & Associates Financial Fund, LLC, as Principal
Account # 104000997

        Effective this 1st day of October, 2008, the undersigned, as principal, (“Principal”) appoints Macatawa Bank, a Michigan banking corporation, at 10753 Macatawa Drive, Holland, Michigan 49424, as investment agent (“Agent”), to act in accordance with the provisions of this Investment Management Agreement (“Agreement”).

         1.         Account. Agent may, as directed by Principal, open an account in the name of Principal (the “Agent Account”) and hold such cash, securities or other assets as delivered to Agent by Principal, and accepted by Agent for investment. Securities held in the Agent Account may be held in Agent’s name, electronic book entry form, or in the name of Agent’s nominee. Agent may also deposit any of Principal’s foreign securities in the custody of any foreign or domestic subagent Agent chooses, and Principal understands that its fees will be charged to Principal. Agent will not be liable for any act or omission or for the solvency of any such subagent.

         2.         Appointment of Investment Manager. Principal hereby appoints and engages Agent, and Agent hereby accepts the appointment and engagement, as an investment adviser and investment manager with respect to the cash, securities or other assets (collectively, the “Property”) held in the Agent Account and any other accounts of Principal maintained in the custody of a third party listed on the attached Exhibit A (“Noncustodial Accounts” and together with the Agent Account, the “Accounts”). Principal shall, upon request, execute and deliver to Agent letters of authority, in the form of the attached Exhibit B , evidencing Agent’s powers and authority with respect to the Noncustodial Accounts. Principal consents to the disclosure of this Agreement to any party with whom Agent may transact business on behalf of Principal.

         3.         Investment of the Property. Agent shall invest, reinvest, sell, exchange or otherwise dispose of the Property in its discretion and without prior notice to Principal, or instruction from Principal, subject only to such written limitations as Principal shall impose. Principal and Agent may agree in writing as to the specific type of investments and investment objectives to be pursued by the Agent with respect to the Property. If such investment guidelines are prepared, Agent agrees to manage the Property in accordance with the then current investment guidelines. If Principal instructs Agent to make specific investing or to follow specific investment guidelines other than the recommendations by Agent, then Agent shall be relieved from responsibility for prudence, suitability and diversification of investments made pursuant to such investment instructions. Agent shall also receive income and principal related to the Property and shall reinvest such income and principal. Unless directed in writing to the contrary, Agent may sell any fractional shares resulting from stock dividends or otherwise. Agent shall use the same standard of care in the custody of the Property held in the Accounts as in the case of other assets held by Agent in a fiduciary capacity.

        4.         Transaction Procedures .

              (a)        Agent shall have the discretion as to the selection of security brokers, real estate brokers, security dealers, insurance agents, financial institutions, security issuers and the like, for the execution of transactions on behalf of Principal. In the event that Principal directs Agent to use a particular broker or dealer, Agent may not have the ability to negotiate commissions and may not be able to obtain volume discounts or best execution. In addition, under those circumstances, a disparity may exist between the commissions charged to clients who direct Agent to use a particular broker or dealer and other clients who do not direct Agent to use a particular broker or dealer.

              (b)        Securities transactions for Principal may be aggregated with securities transactions for other clients of Agent in order to obtain a better execution. Agent may cause Principal and other clients to pay a brokerage commission which is higher than commissions generally available in recognition of the value of services provided to Agent by a particular broker or dealer. Services obtained in connection with other securities transactions for Principal may also benefit other clients of Agent.

         5.         Withdrawal and Distribution of Property. Principal reserves the absolute right to withdraw at will such portions of the Property or any income accrued thereon as they may from time to time elect and to add to the Property such additional assets as may be acceptable to Agent. No withdrawal or distribution shall be allowed, however, until all incurred expenses and fees of Agent are fully paid.

         6.         Cash Management . Unless otherwise directed by Principal, Agent may invest available cash in short-term investments and accounts, including accounts that are offered by Principal. If an Account is for a trust described in sections 401(a) and 501(a) of the Internal Revenue Code, Agent may also invest such cash in Agent’s discretion and where applicable through the medium of any common, collective, or commingled trust fund maintained by Agent and its affiliate. During the time that any portion of an Account participates in any such fund, its declaration of trust shall constitute a part of this Agreement.

         7.         Proxies. Agent may vote proxies or forward to its investment agent for voting any securities held in the Accounts, unless Agent has otherwise received specific instructions from Principal. Agent shall have no responsibility to execute any proxy, nor will it vote any stock, issued by a bank, registered bank holding company, or savings and loan association.

         8.         ERISA Accounts. If Principal is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”):

              (a)        Agent acknowledges that it is a “fiduciary” of Principal, as that term is defined in Section 3(21)(A) of ERISA. The fiduciary responsibilities of Agent and any officer, shareholder, employee, or agent of Agent will be limited to his, her, or its duties in managing the Accounts, and Agent will not be responsible for any other duties with respect to Principal, including evaluation of the initial or continued propriety of Principal’s retention of Agent under Section 404(a)(1) of ERISA; and

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              (b)        Principal will notify Agent, in writing, of (i) any termination, substantial contraction, merger or consolidation of Principal; (ii) any amendment to the organizing documents of Principal or any related instrument that materially affects the activities of Agent contemplated hereunder or the authority of any named fiduciary or Agent to authorize Principal investments or retention of investment advisors; and (iii) any alteration in the identity of any named fiduciary, including itself, who has the authority to approve Principal investments.

         9.         Principal Representations. Principal represents and warrants to Agent that:

              (a)        The terms and conditions of this Agreement are authorized by, and do not violate, the provisions of the instruments governing Principal, if any, or any other agreement or obligation by which Principal is bound, whether arising by contract, operation of law or otherwise; and

              (b)        This Agreement has been duly authorized and is binding upon Principal in accordance with its terms and conditions. Principal shall deliver to Agent such evidence of this authorization as Agent may reasonably request from time to time.

         10.         Duties of Agent. Agent shall perform the following duties on behalf of Principal:

              (a)        Execute all necessary documents and take all required actions to perform its investment functions under this Agreement, including surrendering certificates, executing powers and documents, and delivering securities.

              (b)        With respect to the Agent Account, furnish to Principal an inventory of the assets held on behalf of the Principal held in the Agent Account and a statement of cash receipts and disbursements at least annually. The accounting shall be binding upon the Principal unless an objection is sent to the Agent within sixty (60) days after receipt. With respect to Noncustodial Accounts, Agent shall direct the relevant third-party custodian to furnish such inventory of assets and a statement of cash receipts and disbursements to Principal.

         11.         Fees and Expenses. For its services under this Agreement, Agent shall be paid a fee in accordance with the Fee Schedule attached hereto as Exhibit C with respect to the Property held in each Account. The Fee Schedule may be changed by Agent upon thirty (30) days prior written notice to Principal. Principal is also responsible for all expenses incurred by Agent in performing the services hereunder, including, without limitation, payment of all brokerage fees and other fees incurred in the administration of the Accounts. Agent is authorized to pay expenses from any Account and to reimburse itself for any expense reasonably incurred in the administration of the Accounts. Agent is authorized to redeem or sell the Property held in the Accounts to provide funds for the payment of its fees or payment or reimbursement of expenses.

         12.         Valuation.