REVENUE SHARING AGREEMENT
This Revenue Sharing Agreement (this "AGREEMENT") is made and entered
into as of the 5th day of October, 2005, between New Century Equity Holdings
Corp., a Delaware corporation ("NCEH"), and ACP Investments LP (d/b/a Ascendant
Capital Partners), a Delaware limited partnership ("ASCENDANT").
WHEREAS, NCEH desires to provide capital to Ascendant in return for an
interest in the revenues generated by Ascendant and its Investments (as defined
herein) and NCEH also intends to provide marketing services to Ascendant;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements of the parties herein contained, the parties hereto
hereby agree as follows:
Section 1. DEFINITIONS.
1.1. "AUM" shall mean assets that are managed by Ascendant and its
1.2. "BUDGET" shall mean that certain budget prepared by Ascendant that is
attached hereto as EXHIBIT 1.2.
1.3. "EFFECTIVE DATE" shall mean October 1, 2005.
1.4. "FUNDS" shall mean: ACP Strategic Opportunities Fund II, LLC, a
Delaware Limited Liability Company; ACP Advantage Series Strategic Opportunities
Fund, a Series of ACP Funds Trust, a Delaware Statutory Trust; ACP Adviser
Series Strategic Opportunities Fund, a Series of ACP Funds Trust, a Delaware
Statutory Trust; ACP Institutional Series Strategic Opportunities Fund, a Series
of ACP Funds Trust, a Delaware Statutory Trust; and any other funds that
Ascendant or any of the Principals forms after the Effective Date.
1.5. "FUND DOCUMENTS" shall mean the offering memorandums, subscription
agreements and any other marketing materials for the Funds.