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 s