TRADING ADVISORY AGREEMENT

This Trading Advisory Agreement (the “Agreement”) is entered into by the Fund and the Trading Advisor set forth below as of the date set forth below. In consideration of their respective rights and obligations under this Agreement and other valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, and intending to be legally bound by this Agreement, the Fund and the Advisor (collectively the “Parties” and each individually a “Party”) have fully reviewed and agree to all of the terms and conditions of this Agreement:

Undertakings of the Trading Advisor

The Trading Advisor hereby agrees to make to the Fund all disclosures necessary or appropriate for the Fund and its affiliates to comply with any applicable federal, state or foreign law and any other regulatory authority having jurisdiction over the Fund and the Trading Advisor. Such disclosures shall include, without limitation, the trading performance and trading systems, methods, models, strategies and formulae (subject to the right of the Trading Advisor to preserve the secrecy of proprietary information concerning such trading systems, methods, models, strategies and formulae) for the Program. The Trading Advisor also agrees to cooperate with the Fund and its designees in preparing any documents filed with or responses made to any regulatory or legal authority having or claiming to have jurisdiction over the Trading Advisor and the Fund.

The Trading Advisor hereby agrees to make to the Fund all disclosures necessary or appropriate for the Fund and its affiliates, agents and advisors to prepare the Fund’s private placement memorandum and disclosure document (the “Memorandum”); provided that the Trading Advisor shall have include, without limitation, the trading performance and trading systems, methods, models, strategies and formulae (subject to the right of the Trading Advisor to preserve the secrecy of any proprietary information concerning such trading systems, methods, models, strategies and formulae) for the Program.

At any time the Trading Advisor becomes aware of any materially untrue or misleading statement of fact previously supplied to the Fund (or any omission of a material fact that should have been supplied to the Fund) or a material adverse change in information or facts previously supplied to the Fund or a material adverse change in the Trading Advisor’s circumstances or ability to perform its duties hereunder, the Trading Advisor agrees to immediately inform the Fund of such statement of fact or omission or material adverse change.

For the term of this Agreement, the Trading Advisor, at its own expense and within twenty (20) days after the end of each calendar month, shall provide the Fund with the monthly rate of return for Thor Optima Fund Ltd. Such rate of return shall be prepared in conformity with the requirements of any regulatory authority having jurisdiction over the Trading Advisor and Thor Optima Fund Ltd.

Upon reasonable notice, the Fund and its designees, at the Fund’s expense, shall have the right to review, inspect and copy the books and records relating to the Fund necessary to enable them to verify the accuracy and completeness of or to supplement as necessary the data furnished by the Trading Advisor or to verify compliance with the terms of this Agreement.

Neither the Trading Advisor nor its directors, officers, employees, principals, affiliates or agents (including any directors, officers, employees or principals of such affiliates or agents), nor their respective successors or assigns shall use, publish, circulate, or distribute the Memorandum (including any amendment or supplement thereto) or any related solicitation material nor engage in any marketing, sales or promotional activities in connection with the offering of interests in the Fund.

During the term of this Agreement, the Trading Advisor and its directors, officers, principals, employees and affiliates shall be free to advise other investors as to the purchase and sale of Securities or Derivatives or Commodities Interests or Foreign Exchange, to manage and trade other investors’ Securities or Derivatives or Commodities Interests or Foreign Exchange accounts, and to trade for and on behalf of their own proprietary Securities or Derivatives or Commodities Interests or Foreign Exchange accounts. However, neither the Trading Advisor nor any of its officers, members, principals, employees or affiliates shall employ a trading system, method, model, strategy or formula on behalf of any such other Securities or Derivatives or Commodities Interests or a Foreign Exchange account that is different from the trading systems, methods, models, strategies or formulae employed for the Fund’s Account, unless (i) the Trading Advisor shall have first offered to the Fund in writing to employ such other trading system, method, model, strategy or formula on behalf of the Fund’s Account (as hereinafter defined) and the Fund shall have declined such offer in writing; provided, however, that at any time thereafter and from time to time the Fund may withdraw such declination and request to have the Trading Advisor employ such other trading system, method, model, strategy or formula on behalf of all or a part of the Fund’s Account; or (ii) a new trading system, method, model, strategy or formula is in the process of being tested with proprietary funds of the Trading Advisor or its affiliates prior to being formally introduced as part of the Trading Advisor’s investment strategy and offered to any and all other investors advised by the Trading Advisor.

At the request of the Fund, the Trading Advisor promptly shall deliver to the Fund a written explanation of differences, if any, in the performance between the Fund’s Account and other Programs of the Trading Advisor following the attached Exhibit A – “Investment Policies” . Such written explanation shall be detailed and explicit enough to satisfy the Fund’s inquiry, in the sole judgment of the Fund.

Duties of the Trading Advisor

Allocated Assets and Trading Policies. Upon the establishment of a trading account by the Fund for the Trading Advisor to manage and advise pursuant to the power of attorney in this Agreement (the “Account” or the “Fund Account”), the Trading Advisor shall act as a trading advisor for the Allocated Assets (as hereinafter defined) through the Account. Except as provided otherwise in this Section 2, the Trading Advisor shall have sole and exclusive authority and responsibility for the period and on the terms and conditions set forth herein for directing the investment and reinvestment of the Allocated Assets in Securities and/or Derivatives and/or Commodities Interests and/or Foreign Exchange pursuant to and in accordance with (i) the Fund Account’s trading policies as from time to time in effect, as described in Exhibit A (the “Trading Policies”), and any brochure, promotional material, due diligence questionnaire or the like provided to the Fund by the Trading Advisor; (ii) the Trading Advisor’s trading systems, methods, models, strategies and formulae utilized to trade the Program as in effect on the date of this Agreement, and as refined and modified in writing from time to time in the future in accordance herewith; and (iii) the Trading Advisor’s best judgment. As used in this Agreement, “Allocated Assets” shall mean the nominal assets from time to time committed by the Fund in writing to the Program of the Trading Advisor, the “Initial Allocated Assets” shall mean the amount set forth on the first page of this Agreement, and includes Notional Funding, and “Notional Funding” shall mean capital committed by the Fund but not necessarily funded with cash. Allocated Assets may be increased or decreased at any time in the sole discretion of the Fund and shall include profits or losses unless otherwise designated in writing to the Trading Advisor by the Fund. The Trading Advisor shall give the Fund prompt written notice of any proposed material change in the Trading Advisor’s trading systems, methods, models, strategies or formulae or the manner in which trading decisions are to be made or implemented for the Account or Program and shall not make any such proposed material change without having given at least twenty (20) business days’ prior written notice of such change. The addition and/or deletion of a particular Securities or Derivatives or Commodities Interests or Foreign Exchange market or contract to or from the Fund’s Account ordinarily shall not be deemed a change in the Trading Advisor’s trading systems, methods, models, strategies or formulae for the Account or Program and prior written notice shall not be required, provided that such addition or deletion is consistent with the Trading Policies and the Disclosure Document (as hereinafter defined).

Errors. The Trading Advisor shall have the obligation to identify, whether in brokerage statements, confirmations or otherwise, and to notify immediately after receipt of such document the broker and/or floor broker and/or dealer and the Fund of any order or trade the Trading Advisor believes was not executed in accordance with the Trading Advisor’s instructions to any broker or floor broker or dealer.

Delivery of Disclosure Document. The Trading Advisor shall, during the term of this Agreement, deliver to the Fund copies of all disclosure documents (collectively, the “Disclosure Document”) approved for use by the Trading Advisor or filed with the Securities and Exchange Commission (on Form ADV or otherwise) and/or other regulatory or self-regulatory organizations having jurisdiction over the Trading Advisor promptly following such approval or filing.

Trading Authorization. The Fund hereby appoints the Trading Advisor as its true and lawful attorney-in-fact, with full power to act and with full power of substitution and revocation in its name, place and stead to enter orders to buy and sell (including short sales), spread, or otherwise trade securities, securities options, Derivatives, Commodities Interests and/or cash markets and/or Foreign Exchange markets with respect to the Allocated Assets. The Trading Advisor shall have full authority to communicate such orders directly to the Fund’s broker holding the Account, and the broker is hereby authorized to accept and execute all such orders. This Power of Attorney shall remain in full effect unless and until the Account is closed, or until such written revocation of this power of attorney is delivered and actually received by the Trading Advisor. Such revocation shall be made in writing and delivered via overnight courier service or facsimile transmission. Upon receipt of such notice, the Trading Advisor shall have no involvement with the Account and shall cease to initiate new positions and shall cease to liquidate existing positions.

Trading Advisor Independent

For all purposes of this Agreement, the Trading Advisor (i) shall be deemed to be an independent contractor, (ii) unless otherwise expressly provided herein or with the prior written authorization of the Fund, shall have no authority to act for or represent the Fund or its general partner, investment manager and other affiliates, and any of its or their officers, directors or employees, in any way, and (iii) shall not be deemed to be an agent of the Fund. Except as shall be specifically provided otherwise in this Agreement, nothing contained herein shall create, nor constitute the Trading Advisor and any other trading advisor or advisors for the Fund as members of, any Fund, joint venture, association, syndicate, unincorporated business or other separate entity, nor shall anything be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of any other.

Fees

Advisory Management Fees. For the services to be rendered to the Fund by the Trading Advisor, the Fund shall pay the Trading Advisor a monthly management fee (the “Management Fee”) in accordance with the following scale based on the amount of the Fund’s Allocated Net Assets:

On initial $5,000,000-10,000,000:

[*] of the Fund’s Allocated Net Assets

On the next $10,000,000 ($10,000,001-$20,000,000):

[*] of the Fund’s Allocated Net Assets

On everything above $20,000,001 +:

[*] of the Fund’s Allocated Net Assets

The Management Fee, calculated and billed monthly, in arrears, shall be taken as a percentage of the Fund’s Net Assets as of the close of business on the last day of the month. The Management Fee shall be due regardless of whether any profits were achieved for any prior period.

“Net Assets” shall mean the total assets of the Fund’s Account managed by the Trading Advisor, including Notional Funding, all cash and cash equivalents (valued at cost), accrued interest and the market value of all open positions and all other assets of the Fund, less all accrued but unpaid expenses and all other liabilities allocable or attributable to the Fund’s Account managed by the Trading Advisor, including, but not limited to, interest expense, margin debit expense and other similar expenses, determined in accordance with U.S. generally accepted accounting principles consistently applied under the accrual basis of accounting. In calculating Net Assets, Securities, Derivatives and Commodities Interests will be valued at the closing market value on the date of determination.

Advisory Incentive Fees. The Fund shall also pay the Trading Advisor an incentive fee (the “Incentive Fee”) of [*] of New Net Profits (as defined hereinafter) above the High Water Mark (as hereinafter defined).

The Incentive Fee, calculated and billed as of the last day of each Incentive Allocation Period (as hereinafter defined), shall be taken as a percentage of New Net Profits above the High Water Mark. An Incentive Allocation Period shall be a “calendar quarter”. “New Net Profits” is calculated in accordance with U.S. generally accepted accounting principles and shall include net realized profit or loss from closed positions, change in net unrealized profit and loss on open positions and the effect of all brokerage commissions, transaction fees, management fees and other fees and charges accrued during the Incentive Allocation Period. “High Water Mark” shall mean the highest nominal Net Asset Value achieved for the Account at the last business day of the Incentive Allocation Period and shall be adjusted for additions to or decreases (whether in cash or notional funds) from the Allocated Assets. If the Fund does not earn New Net Profits over the High Water Mark in a given Incentive Allocation Period, no Incentive Fee shall be due to the Trading Advisor unless and until the New Net Profits exceed the High Water Mark. The amount of the Incentive Fee paid to the Trading Advisor, if any, shall not be reimbursed to the Fund in the event of subsequent losses.

Payments to be Made Solely by the Fund. For the services to be rendered by the Trading Advisor under this Agreement, the Trading Advisor hereby understands and agrees that the Fund’s general partner/managing member, investment manager or any of their affiliates are not and will not be responsible for payment of any consulting, management, incentive and/or advisory fees to the Trading Advisor. The Trading Advisor understands and agrees that all consulting, management, incentive and advisory fees payable to the Trading Advisor in connection with the services rendered to the Fund as described in this Agreement will be paid by the Fund pursuant to this Agreement. The Trading Advisor agrees that, with respect to the services it will perform for the Fund hereunder, it shall have no right to seek and will not seek payment of any fee (including, but not limited to, consulting, management, incentive or advisory fees) directly or indirectly from any person or entity other than the Fund.

Timing of Payment of Fees. Any Management Fees payable to the Trading Advisor in accordance with this Agreement shall be paid by the Fund to the Trading Advisor within thirty (30) days after the finalization of the net asset value of the Fund’s Allocated Assets. Management Fees are calculated monthly and payable in arrears. Any Incentive Fees payable to the Trading Advisor in accordance with this Agreement shall be paid by the Fund to the Trading Advisor within forty-five (45) calendar days after the finalization of the net asset value of the Fund’s Allocated Assets. Incentive Fees are calculated at the end of each Incentive Allocation Period subject to th