# 2008 INVESTMENT
MANAGEMENT AGREEMENT

# Macatawa Bank, Agent
forSmith & Associates Financial Fund, LLC, as PrincipalAccount # 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.

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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. In computing the market value of the Property in the Accounts,
          each security listed on any national securities exchange shall be valued at the
          last quoted sale price on the Valuation Date on the principal exchange on which
          such security is traded. Any other Property held in the Accounts shall be valued
          on the Valuation Date by Agent to best reflect its fair market value in the
          opinion of Agent, which may be the original or adjusted cost of such Property,
          as determined by Agent, in its sole discretion, if no other method may be
          readily employed. Agent shall not be obligated to obtain an appraisal of any
          Property. Any appraisal of Property shall be conducted at Principals sole
          expense.

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13.        Liabilities.

(a)       
          Principal agrees to reimburse Agent for and hold Agent harmless from all
          liability, loss and expense (including, without limitation, reasonable attorney
          fees) arising from claims against Principal in connection with this Agreement,
          including, without limitation, claims for taxes and other governmental charges,
          and claims asserted by reason of any act or failure to act, except for such act
          or failure to act that constitutes gross negligence or willful misconduct by
          Principal. Principal may also retain legal counsel whenever in their judgment it
          is necessary or advisable to do so in connection with the discharge of their
          duties, and the fees and expenses of such counsel will be paid from the
          Accounts. Agent agrees that Principal will have a continuing lien on and
          security interest in any and all Property held in the Accounts as security for
          any loans or borrowings from Principal made by Agent or for Principals
          account or for any cash advances Agent makes for any purpose as a consequence of
          any instructions received under this agreement.

(b)       
          The duties, responsibilities and obligations of this Agreement are limited to
          those expressly provided in this Agreement or imposed by law. Agent shall not be
          liable for the accuracy of any information furnished by Principal or any other
          person not a party to this Agreement. Agent and its directors, officers,
          employees and agents shall not be liable for any act or omission by Principal,
          its agents, or any person not a party to this Agreement, or any act or omission
          of Agent at the direction of Principal or its agents, including, without
          limitation, the use or withdrawal of funds from the Accounts for any purpose.
          Agent shall not be liable for any loss or diminution of the Property, except to
          the extent that such loss of diminution results from an act or omission of Agent
          which is judicially determined to be a breach of its duties under this Agreement
          or under applicable law or regulation. Principal understands that there can be
          no assurance of the success or profitability of particular investments or
          investment strategies. Principal acknowledges that Agent has not made any
          express or implied representation, warranty, promise or guaranty of the rate of
          return that may be earned with respect to the Property.

(c)       
          It is understood and agreed between the parties that Agent is not qualified to
          render any legal or accounting services or to prepare any accounting or legal
          documents for the implementation of Principals investment plan. Principal
          acknowledges that its, his or her personal attorney and/or personal accountant
          shall be solely responsible for rendering or preparing all legal advice, legal
          opinions, legal determinations, legal documents, tax returns, accounting
          statements, and documents. Principal is solely responsible for the cost of such
          legal or accounting services.

14.       
          Instructions from Principal. No directions, instructions or notices to be
          given by Principal to Agent shall be effective until received by Agent in
          writing; provided however, Agent may, in its sole discretion, act upon
          telephonic instructions or communications received other than in writing
          believed by Agent to be genuine. Agent shall be entitled to presume the validity
          and due authority of any approval, instructions, notice, authorization or
          communication by or on behalf of Principal.

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14a.       
          Instructions: Partnership and Fiduciary Accounts. If the Accounts are
          partnership accounts or fiduciary accounts and there is more than one fiduciary,
          instructions must be conveyed by all of the partners or fiduciaries unless
          Principal checks one of the following:

| | _____        Any
one partner or fiduciary
| | -----------------------------------------

| | _____        A majority of the partners or fiduciaries
| | ------------------------------------------------------

15.       
          Termination. This Agreement may be terminated by either party by giving
          thirty (30) days prior written notice to the other party. If the effective date
          of the termination of this Agreement is other than at the end of a billing
          period, Agent shall be entitled to receive the fee provided for in Section 11 of
          this Agreement prorated for the portion of the period elapsed prior to
          termination. The provisions of Sections 9, 11, 12, 15, 17, 18, 19 and 20 of this
          Agreement shall survive the termination or other expiration of this Agreement.

16.       
          Exclusivity. Nothing in this Agreement shall prevent Agent from rendering
          services to any person other than Principal. Principal understands that Agent
          and it directors, officers, employees and agents may from time to time
          recommend, hold, buy, sell or trade securities or other investments for their
          own respective accounts or the accounts of others. These investments may be the
          same or different from those investments recommended, held, bought, sold or
          traded by or on behalf of Principal.

17.       
          Non Public Information. In the event that Agent or its directors,
          officers, employees or agents should obtain so called inside
          information with respect to an issuer of securities, Agent shall have no
          obligation to use such information for the benefit of Principal which would
          violate any federal or state securities laws or regulations. Principal agrees to
          keep, and to cause its agents to keep, any of Agents recommendations and
          advice confidential. Principal shall use its best efforts to prevent its agents
          from personally trading securities based upon information furnished to Principal
          by Agent.

18.       
          Enforceability of Agreement. This Agreement, including any attached
          schedules, as it may be amended in writing by the parties, constitutes the
          entire Agreement between Principal and Agent. This Agreement shall be governed
          according to the laws of Michigan. The parties agree that any action or
          proceeding arising out of this Agreement or the services of Agent pursuant to
          this Agreement shall be commenced, if at all, in the circuit court for the
          County of Ottawa and State of Michigan or in the federal district court for the
          Western District of Michigan. The parties agree and consent to such courts
          exercising personal jurisdiction over each of them with respect to any such
          action or proceeding.

19.       
          Taxpayer Identification: Corporations and Tax-Exempt Trusts and
          Organizations. If the Accounts are corporate accounts or accounts maintained
          by an organization or trust exempt from tax under Section 501(a) of the Internal
          Revenue Code, Principal represents that its Taxpayer Identification Number is
          ____________________________________.

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20.       
          Taxpayer Identification: Other Accounts. If the Accounts are account
          maintained by an individual, partnership, trust, or other organization not
          described in the preceding paragraph, Principal certifies, under the penalties
          of perjury, that its Taxpayer Identification Number is 33-3226268 and that it is
          not subject to backup withholding either because it has not been notified by the
          Internal Revenue Service that it is subject to backup withholding as a result of
          a failure to report all interest or dividends, or the IRS has notified Principal
          that it is no longer subject to backup withholding. If the Accounts are
          individual accounts, Principal represents that it is a citizen of The United
          States.

21.       
          Confirmation Notice. With respect to the Agent Account, Principal has the
          option of receiving a copy of a confirmation statement for securities
          transactions within five (5) business days from the transaction date or if a
          broker/dealer is utilized, within five (5) business days from the receipt by
          Agent of the broker/dealer confirmation at no additional cost to Principal or
          the Agent Accounts. Principal has acknowledged this option, and has decided
          not to exercise it. Principal may receive confirmation statements from
          transactions related to Property held in Noncustodial Accounts from a
          third-party custodian.

Address all correspondence to
Principal to:

Smith & Associates
Financial Fund, LLC106 East 8th StreetHolland, Michigan 49423Attn:
Benj. A. Smith, IIIPhone #: 616-396-0119

22.       
          Other Services. During the term of this Agreement, Agent agrees to
          provide to Principal such accounting and client administrative services as
          Principal may reasonably request, including, without limitation: (a) providing
          to the members of Principal (i) monthly account reconciliations, and (ii)
          quarterly valuation and performance information, and financial statements; (b)
          assisting with the preparation of the annual audit of Principal; and (c)
          assisting Principal with (i) quarterly mailings and letters, (ii) deposits from
          members of Principal and distributions to members of Principal, (iii) assisting
          with the investment of new members of Principal and marketing efforts related
          thereto, (iv) billing members of Principal, (v) maintaining a list of the
          current members of Principal, and (vi) facilitating the annual meeting of
          Principal; provided, however, that Agent shall not be required to provide or pay
          for any legal services related to any of the foregoing services in this Section
          22.

23.       
          Agreement Supersedes and Replaces Other Agreements. This Agreement
          supersedes and replaces all other agreements between the parties relating to the
          subject matter of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first listed
above.

| |  | PRINCIPAL
SMITH & ASSOCIATES FINANCIAL FUND, LLCBy: /s/ Benj. A. Smith, III      
      Benj. A. Smith, III      Its: Managing Member
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

| |  | AGENT:
MACATAWA BANKBy: /s/ Jon W. Swets      
      Jon W. Swets      Its: Chief Financial Officer
| |  | -----------------------------------------------------------------------------------------------------------------

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# EXHIBIT A

# Noncustodial Accounts

None.

A-1

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# EXHIBIT B

# Letter of Authority

(Date)

---

---

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| | Re: | Authority
of Macatawa BankWith Respect to ________________________________
Account No. ___________________________________
| | --- | --------------------------------------------------------------------------------------------------------------------------

Gentlemen:

This
shall confirm the appointment of Macatawa Bank, a Michigan banking corporation
(Agent), as investment adviser and investment manager for the above-noted
account (the Account). Agent has discretionary authority as agent and
attorney-in-fact on behalf of the Account to execute and deliver any order for the
purchase, sale, exchange or conversion, or other transaction for securities or other
investments with any registered representative of any brokerage firm or other financial
institution authorized to purchase or sell securities on the New York Stock Exchange,
American Stock Exchange, Midwest Stock Exchange or any other stock exchange or market,
including the over-the-counter market, and to act in private transactions, as the Agent
deems to be in the best interests of the Account.

Very truly yours,

B-1

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# EXHIBIT C

# Fee Schedule

In consideration for its services
under this Agreement, Agent shall be compensated based on the aggregate fair market value
of the Accounts as determined in accordance with Section 12 of this Agreement. The
following fees are payable with respect to each Account:

0.25% per annum on the
Account balances to be calculated and billed quarterly.

The aggregate fair market value of
assets in all of the Accounts may be combined when fees are calculated. Agent may modify
the above fee schedule 30 days following written notice to Principal. If Principal invests
in mutual funds, Principal may be liable for multiple advisory fees i.e., fees and
expenses of the mutual fund as disclosed in the funds prospectus, in addition to the
advisory fees of the Agent for managing the assets invested in mutual funds pursuant to
this Exhibit C. Principal shall be responsible for all expenses related to the
Accounts, including, without limitation, commissions and fees of brokers, dealers, agents
or issuers, pursuant to Section 9 of this Agreement. All such expenses are not the
responsibility of the Agent and are not included in fees provided above.

Fees shall be computed and billed
quarterly, based upon the calendar year (the end of each quarter in such calendar year, a
Valuation Date), in advance. The fee due will be paid seven (7) days after
receipt of the Agents invoice, unless an objection has been received from the
Principal. Compensation for advice with respect to matters not directly involving the
management of the Accounts is not included in the fees provided above and shall be billed
separately at a rate of Three Hundred Dollars ($300) per hour payable within ten (10) days
of receipt of Agents invoice.

C-1