EXHIBIT 10.11
Xxxx. X. Xxxxx & Associates, Ltd.
Limited Discretionary Investment Advisory Agreement
AGREEMENT, effective this _____ day of ___________, 2000, between Macatawa
Bank and Xxxx. X. Xxxxx & Associates, Ltd., A Michigan Corporation, 000 Xxxx
0/xx/ Xxxxxx, Xxxxxxx, XX 00000.
1. Appointment. Macatawa Bank hereby appoints and retains Xxxx. X. Xxxxx &
Associates, Ltd. to provide Macatawa Bank with investment advice,
investment recommendations and to perform such other duties and acts as are
described on Schedule "A" attached hereto and in any changes, additions and
withdrawals thereto, including earnings and profits (the "Accounts").
Macatawa Bank may add to, withdraw from, or change the assets of the
Accounts, and agree to advise Xxxx. X. Xxxxx & Associates, Ltd. upon doing
so.
2. Custody of Account. Xxxx. X. Xxxxx & Associates, Ltd. shall not be
Custodian or Trustee of the Accounts. Macatawa Bank will act as Custodian
to take and have custody of the Accounts. Macatawa Bank shall provide Xxxx.
X. Xxxxx & Associates, Ltd. each month with a complete listing of all
funds, securities and other assets in the Accounts.
3. Client Information. To assist Xxxx. X. Xxxxx & Associates, Ltd. with
performance of its duties, Macatawa Bank agrees to xxxxxxx Xxxx. X. Xxxxx &
Associates, Ltd. with current information regarding Account owner's
finances and investments, and Account owner's investment philosophy and
goals. All information and advice furnished by either Macatawa Bank or
Xxxx. X. Xxxxx & Associates, Ltd. to the other shall be treated as
confidential and shall not be disclosed to third parties except as required
by law.
4. Investment Recommendations. Xxxx. X. Xxxxx & Associates, Ltd. agrees to
review the Accounts on a regular basis, and to make recommendations to
Macatawa Bank as to the retention or sale of assets in the Accounts of
assets in the Accounts. Xxxx. X. Xxxxx & Associates, Ltd. will make
recommendations that it believes are consistent with the information
provided by Macatawa Bank, concerning Account owner's finances and
investments, and Account owner's investment philosophy and goals, with
recommendations being based on such investment information and other data
as Xxxx. X. Xxxxx & Associates, Ltd. has, at the time, in its possession.
Xxxx. X. Xxxxx & Associates, Ltd. will attempt to base its recommendations
on information which it, in good faith, believes is reliable and complete,
but Xxxx. X. Xxxxx & Associates, Ltd. does not guarantee the accuracy of
such information.
5. Transactions by Advisor. Xxxx. X. Xxxxx & Associates, Ltd. may purchase,
sell or exchange securities and other assets of the Accounts. Such actions
taken by Xxxx. X. Xxxxx & Associates, Ltd. are to be done according to the
investment policies and guidelines established and adopted by the Trust
Committee and
Board of Directors of Macatawa Bank. Unless otherwise directed by Macatawa
Bank, orders may be placed with such brokers, dealers or banks as Xxxx. X.
Xxxxx & Associates, Ltd. may select. If Macatawa Bank directs Xxxx. X.
Xxxxx & Associates, Ltd. to use a particular broker or dealer Xxxx. X.
Xxxxx & Associates, Ltd. may not be authorized to negotiate commissions on
behalf of Macatawa Bank, and may not be able to obtain volume discounts or
best execution of transactions. All commissions shall be charged to the
Accounts.
6. Voting of Securities. Unless otherwise specifically agreed in writing,
Xxxx. X. Xxxxx & Associates, Ltd. will not be required to take action, or
render any advice, with respect to the voting of securities in the Account.
7. Contracts with Others. Xxxx. X. Xxxxx & Associates, Ltd. acts as advisor to
other clients and may continue to give advice, and take action, with
respect to any of those which may differ from the advice given, or timing
or nature of the action taken, with respect to the Accounts.
8. Compensation. Xxxx. X. Xxxxx & Associates, Ltd. compensation for the
services provided in this agreement shall be calculated and paid in
accordance with the Schedule of Fees attached as Schedule "B".
9. Liability of Xxxx. X. Xxxxx & Associates, Ltd.. Xxxx. X. Xxxxx &
Associates, Ltd. shall not be responsible or liable for any error of
judgement or for any mistake of law or for any costs, expenses, liability,
losses or decline in the value of any securities or other assets in the
Account unless it is established to have been caused by Xxxx. X. Xxxxx &
Associates, Ltd. willful misfeasance or bad faith on the performance of
Xxxx. X. Xxxxx & Associates, Ltd. [Agents] duties, or by reason of Xxxx. X.
Xxxxx & Associates, Ltd. reckless disregards of its obligation under this
agreement, or breach of any statutory duty.
10. Disclosure Statement. Macatawa Bank acknowledges receipt of Xxxx. X. Xxxxx
& Associates, Ltd. Disclosure Statement, as required by Rule 204-3 under
the Investment Advisors Act of 1940, not less than 48 hours prior to
entering into any written or oral investment advisory contract.
11. Agreement not assignable. No assignment (as that term is defined in the
Investment Advisors Act of 1940) of this Agreement may be made by Xxxx. X.
Xxxxx & Associates, Ltd. without the written consent of Macatawa Bank.
12. Termination. This Agreement may be terminated at any time upon (30) days
prior written notice by either party, with termination being effective on
the date stated in the notice.
13. Notices. Notices required to be given under this Agreement shall be
delivered in person or sent by first class mail to the address of Macatawa
Bank and Xxxx. X. Xxxxx & Associates, Ltd. set forth at the beginning of
the Agreement. Notices
Exhibit 10.11 - Page 2
shall be deemed to be given upon personal delivery, or upon the third
business day after mailing postage prepaid.
14. Entire Agreement: Interpretation: Effectiveness. This Agreement constitutes
the entire agreement of the parties with respect to Xxxx. X. Xxxxx &
Associates, Ltd. services for the Accounts and can be amended only by a
written agreement signed by the parties. This Agreement shall be
interpreted and construed under Federal Law to the extent permitted, and
any parts not governed thereby shall be governed by the laws of the State
of Michigan. This Agreement shall not be effective until executed and
accepted by Xxxx. X. Xxxxx & Associates, Ltd. at its office in Holland,
Michigan.
IN WITNESS WHEREOF, the parties have caused this Agreement to be effective
on the date set forth above.
Macatawa Bank
Dated: __________________, 2000. By: _______________________________
Its: __________________________
Xxxx. X. Xxxxx & Associates, Ltd.
By: ________________________________
Its: __________________________
Exhibit 10.11 - Page 3
EXHIBIT A
ACCOUNTS
The following accounts constitute the purpose of this Agreement:
Account Name Trust Account Number
------------ --------------------
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Other Assets
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Exhibit 10.11 - Page 4
SCHEDULE "B"
Advisor Compensation - Schedule of Fees
Xxxx. X. Xxxxx & Associates, Ltd. will be paid an annual negotiated market
value fee between 35 and 75 basis points on the market value of assets on which
Xxxx. X. Xxxxx & Associates, Ltd. advises computed quarterly in arrears.
Exhibit 10.11 - Page 5
