AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HFF SECURITIES L.P. Dated as of February 5, 2007 by and among HOLLIDAY GP CORP., a Delaware corporation, HFF LP ACQUISITION LLC, a Delaware limited liability company, and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company

Exhibit 10.2

AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
HFF SECURITIES L.P.

Dated as of February 5, 2007

by and among

HOLLIDAY GP CORP., a Delaware corporation,

HFF LP ACQUISITION LLC, a Delaware limited liability company, and

HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company

TABLE OF CONTENTS

-i-

TABLE OF CONTENTS
(continued)

-ii-

TABLE OF CONTENTS
(continued)

-iii-

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT OF

HFF SECURITIES L.P.

     This Amended and Restated Limited Partnership Agreement of HFF Securities L.P. (this "Agreement"), dated as of February 5, 2007, is by and among (a) HOLLIDAY GP CORP., a Delaware corporation (the "General Partner"), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company ("Acquisition") and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company ("Holdco" and together with Acquisition, each a "Limited Partner" and collectively, the "Limited Partners"). The General Partner and the Limited Partners are each referred to herein as a "Partner" and collectively referred to herein as the "Partners".

RECITALS:

     A. The Partnership (as hereinafter defined) was formed as a limited partnership pursuant to the Act (as hereinafter defined) by the filing of the Certificate (as hereinafter defined).

     B. Prior to the effectiveness of this Agreement, the Partnership was (a) governed by the terms of that certain Limited Partnership Agreement of HFF Securities L.P., dated as of April ___, 2004, as amended by that certain amendment dated as of March 29, 2006 (such agreement as amended, the "Existing Agreement") and (b) comprised of Acquisition, as the sole limited partner (owning 99% of the Percentage Interests (as hereinafter defined)) and General Partner, as the sole general partner (owning 1% of the Percentage Interests).

     C. Immediately prior to (or, as applicable, simultaneous with) the effectiveness of this Agreement, pursuant to that certain Sale and Merger Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, substituted, replaced or otherwise modified from time to time in accordance with its terms, the "Transaction Agreement"), by and among Acquisition, Holdings (as hereinafter defined), Holdco, General Partner, Publico (as hereinafter defined) and GP Acquisition (as hereinafter defined), (a) Acquisition will transfer 38% of the Percentage Interests to Holdco in return for certain cash to be raised in an initial public offering of the Class A Common Stock (as hereinafter defined) of Holdco’s parent company, HFF, Inc., a Delaware corporation ("Publico") (such offering, the "IPO"), and Holdco will be admitted as a limited partner in the Partnership, (b) GP Acquisition Corp., a wholly owned subsidiary of Holdco ("GP Acquisition"), will merge into General Partner, with General Partner surviving the merger as a wholly owned subsidiary of Holdco and continuing as the general partner of the Partnership, (c) the outstanding balance of the term loan to Holliday Fenoglio Fowler, L.P., a Texas limited partnership ("HFF"), an affiliate of the Partnership, in the original principal amount of $60,000,000, comprising a portion of the Loan Facility (as hereinafter defined) will be repaid in full from the cash received by Acquisition in accordance with the transactions described in clause (a) above and certain additional cash received from Acquisition in connection with a companion transaction also governed by the Transaction Agreement and involving the sale of partnership interests in HFF (and, in connection therewith all certificates of ownership interests in the Partnership held as security for the Loan Facility shall be returned to the Partnership and will cease to be of any force and effect) and (d)

Acquisition will, inter alia , be granted certain rights to exchange from time to time all or a portion of the Units then held by Acquisition for Class A Common Stock.

     D. In connection with the transactions noted in the preceding Recital C, the parties hereto desire to amend and restate the Existing Agreement in its entirety in accordance with the terms hereof.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

     The following capitalized terms shall have the following meanings when used in this Agreement:

     "Act" means the Delaware Revised Uniform Limited Partnership Act, Delaware Code Annotated, Title 6, Chapter 17, as amended from time to time (or any corresponding provisions of succeeding law).

     "Acquisition" shall have the meaning set forth in the introductory paragraph hereof.

     "Agreement" shall have the meaning set forth in the introductory paragraph hereof.

     "Additional Credit Amount" shall have the meaning set forth in Section 6.2 hereof.

     "Adjusted Capital Account Balance" means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     "Affiliate" means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

     "Amended Tax Amount" shall have the meaning set forth in Section 6.2 hereof.

     "Annual Budget" means the annual operating budget for the Partnership, which shall be proposed, submitted and approved in accordance with Section 3.3(o) hereof.

     "Applicable Securities Laws" means the Securities Act (as hereinafter defined) and the Exchange Act (as hereinafter defined), the rules promulgated thereunder, the rules of the NASD,

-2-

Inc. and any other applicable self-regulatory organizations, and the statutes and rules of the various states in which the Partnership shall conduct its securities business.

     "Assignee" shall have the meaning set forth in Section 9.1 hereof.

     "Assumed Tax Rate" shall mean the highest effective marginal combined U.S. federal, state and local income tax rate for each Fiscal Year prescribed for an individual or corporation whose residence or commercial domicile is New York, New York assuming such taxpayer: (1) had no itemized deductions or tax credits, (2) was not subject to the alternative minimum tax, the self-employment tax or other U.S. federal (or comparable state or local) income taxes not imposed under sections 1 or 11 or the Code (as defined herein), and (3) was subject to income tax only in the jurisdictions where the taxpayer resides or is commercially domiciled. For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

     "Budget Officers" shall have the meaning set forth in Section 3.3(o) hereof.

     "Business Plan" shall have the meaning set forth in Section 3.3(o) hereof.

     "Capital Account" shall have the meaning set forth in Section 4.3 hereof.

     "Capital Contribution" means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution of the same or to which such property is subject.

     "Carrying Value" means, with respect to any asset of the Partnership, the asset’s adjusted basis for U.S. federal income tax purposes, except that the Carrying Values of all such assets shall be adjusted to equal their respective fair market values (as reasonably determined by the General Partner) in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f) or (m), except as otherwise provided herein, immediately prior to: (a) the date of the acquisition of any additional Units by any new or existing Partner in exchange for more than a de minimis capital contribution to the Partnership, (b) the date of the distribution of more than a de minimis amount of Partnership property (other than a pro rata distribution) to a Partner or (c) the date of a grant of any additional Units to any new or existing Partner as consideration for the provision of services to or for the benefit of the Partnership; provided , that adjustments pursuant to clauses (a), (b) and (c) above shall be made only if the General Partner in good faith determines that such adjustments are (x) necessary or appropriate to reflect the relative economic interests of the Partners or (y) required by the Regulations. The Carrying Value of any asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its gross fair market value. The Carrying Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of the asset as of the date of its contribution thereto. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of "Profits and Losses" rather than the amount of depreciation determined for U.S. federal income tax purposes.

     "Cause" shall have the meaning set forth in the Holdings Operating Agreement as the same exists on the date hereof (or as may otherwise be agreed to by the parties hereto).

-3-

     "Certificate" means the Certificate of Limited Partnership of HFF Securities L.P., as filed in the Office of the Secretary of State of Delaware, as the same has been and may be amended from time to time.

     "Charity" means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522 and is incorporated for the realization of a common goal, which should not be mainly of an economic nature.

     "Class A Common Stock" means Class A Common Stock of Publico.

     "Class B Common Stock" means Class B Common Stock of Publico.

     "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of subsequent superseding federal laws.

     "Compete(s)" shall have the meaning set forth in the Employment Agreement executed by the applicable Member of Holdings. In the event an Employment Agreement with respect to a Member of Holdings is not then in effect, the definition of Compete(s) as set forth in the Employment Agreement attached hereto as Exhibit D shall be deemed to be fully restated and incorporated herein as the definition of Compete(s).

     "Control" (including the terms "Controlled by" and "under common Control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

     "Credit Amount" shall have the meaning set forth in Section 6.2 hereof.

     "Disabling Event" means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17 — 402 of the Act.

     "Effective Time" means the closing of the transactions noted in Recital C hereof.

     "Employment Agreement(s)" means each of those certain Amended and Restated Employment Agreements between each Member of Holdings and HFF, substantially in the form of Exhibit D hereof.

     "Exchange Act" means the United States Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, in each instance as amended and as the same may be further amended from time to time.

     "Existing Agreement" shall have the meaning set forth in Recital B hereof.

     "Final Tax Amount" shall have the meaning set forth in Section 6.2 hereof.

-4-

     "Fiscal Year" means the applicable calendar year (or, if otherwise, the applicable taxable year of the Partnership under the Code).

     "Forfeited Units" shall have the meaning set forth in Section 5.6 hereof.

     "Forfeited Units in Holdings" means all Units in Holdings which are forfeited by a Member of Holdings (a) as a result of (i) the termination or removal of any Person as a Member of Holdings for Cause, (ii) the termination of any Member of Holdings as an employee of the Partnership for Cause or (b) in the event that following any Voluntary Withdrawal of a Member of Holdings, such Person Competes or Solicits. Such Units in Holdings are only subject to forfeiture to the extent the same may not then be redeemed pursuant to the "Exchange Right" as defined in the Holdings Operating Agreement as the same exists on the date hereof (or as may be otherwise agreed to by the parties hereto).

     "General Partner" shall have the meaning set forth in the introductory paragraph hereof.

     "Gross Receipts" means all cash receipts of any kind received by the Partnership (including, without limitations, all cash received by the Partnership from (a) the operations of the Partnership or any of its Subsidiaries and/or (b) capital transactions involving the Partnership, the Subsidiaries or any assets and/or equity interests related thereto).

     "HFF" shall have the meaning set forth in Recital C hereof.

     "Holdco" shall have the meaning set forth in the introductory paragraph hereof.

     "Holdings" shall mean HFF Holdings LLC, a Delaware limited liability company, the holder as of the Effective Time of, among other things, 100% of the membership interests in Acquisition and one share of Class B Common Stock.

     "Holdings Operating Agreement" means that certain Second Amended and Restated Limited Liability Company Agreement of HFF Holdings LLC dated as of the date hereof by and among the Members of Holdings (as such members exist as of the date hereof).

     "Incapacity" means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

     "Incentive Plan" means any equity incentive or similar plan pursuant to which Publico may issue shares of Class A Common Stock or other interests to one or more employees of the Partnership from time to time.

     "Involuntary Withdrawal" shall have the meaning set forth in the Holdings Operating Agreement as the same exists on the date hereof (or as may otherwise be agreed to by the parties hereto).

     "IPO" shall have the meaning set forth in Recital C hereof.

     "Law" means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment decree or other order issued or promulgated by any national, supranational,

-5-

state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

     "Limited Partner" and "Limited Partners" shall have the applicable meaning set forth in the introductory paragraph hereof.

     "Loan Facility" shall mean, collectively, the term loan and revolving credit facility more particularly described in that certain Credit Agreement dated as of March 29, 2006 by and among HFF, Holdings and Bank of America, N.A., as the same may be amended, modified, supplemented, renewed, replaced and/or refinanced from time to time with Bank of America, N.A. or any other lender(s). It being understood and agreed that the Partnership shall in no event be obligated under the terms of any Loan Facility (unless approved in advance by all the Partners and counsel to the Partnership), provided that the Partners shall agree to pledge all or a portion of their Partnership Interests as security therefor (provided that no such pledge shall result in the Partnership being obligated (or being deemed to be obligated) for the repayment of all or any portion of the Loan Facility under Applicable Securities Laws or otherwise).

     "Majority in Interest of the Limited Partners" means those Limited Partners holding and voting more than 50% of the Partnership Interests. For purposes of calculating any vote of Limited Partners as set forth herein, any interest held by an Assignee which has not been admitted as a Limited Partner shall be excluded.

     "Market Price" means on any given day on which Class A Common Stock is traded on the relevant exchange, the closing sales price of such Class A Common Stock.

     "Members of Holdings" shall mean each "Member" of Holdings, as defined in the Holdings Operating Agreement (as the same exists as of the date hereof). As of the date hereof the Members of Holdings are as set forth in the first column of Exhibit B attached hereto.

     "Net Cash Flow" means with respect to the applicable time period, the excess of Gross Receipts for such time period over the sum of all Operating Expenses and/or amounts applied to Reserves during such time period.

     "Net Taxable Income" shall have the meaning set forth in Section 6.2 hereof.

     "Nonrecourse Deductions" has the meaning set forth in Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Regulations Section 1.704-2(c).

     "Officers" means collectively, each Executive Managing Director, Senior Managing Director, Managing Director, Director, Supervisory Principal and Registered Representative and such other Persons and titles as may be designated from time to time by the General Partner, as set forth in this Agreement.

-6-

     "Operating Expenses" means all cash expenditures of every kind and nature which the Partnership shall pay, including, without limitation, Transaction Expenses, debt service payments, capital expenditures and audit and legal expenses.

     "Partner" and "Partners" shall have the applicable meanings set forth in the introductory paragraph hereof.

     "Partner Nonrecourse Debt Minimum Gain" means an amount with respect to each partner nonrecourse debt (as defined in Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Regulations Section 1.752-1(a)(2)) determined in accordance with Regulations Section 1.704-2(i)(3).

     "Partner Nonrecourse Deductions" has the meaning ascribed to the term "partner nonrecourse deductions" set forth in Regulations Section 1.704-2(i)(2).

     "Partnership" means HFF Securities L.P., a Delaware limited partnership.

     "Partnership Interest" of a Partner means a Partner’s entire interest in the Partnership, including, without limitation, the right to vote on, consent to, or otherwise participate in, any decision or action of or by the Partners granted pursuant to this Partnership Agreement.

     "Partnership Minimum Gain" has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

     "Percentage Interest" shall mean as of the date of determination with respect to each Partner, the percentage obtained by dividing the Units then held by such Partner by the Units then held by all Partners. The Percentage Interest of each Partner as of the date hereof is as set forth in the third column of Exhibit A attached hereto.

     "Person" means any individual, partnership, corporation, trust or other entity.

     "Profit Participation Plan" shall mean that certain Profit Participation Bonus Plan dated as of the date hereof.

     "Profits" and "Losses" means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 7.3 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal

-7-

income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis ( provided , that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items noted in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

     "Properties" means all real and personal properties and assets acquired by the Partnership and shall include both tangible and intangible property.

     "Regulations" shall include proposed, temporary and final regulations promulgated under the Code.

     "Reserves" means the amounts used to pay or establish reserves for future Operating Expenses and other expected and unexpected expenses of the Partnership, including reserves for taxes and insurance, debt payments, repayment of loans to Partners, capital improvements, replacements and contingencies, if any. The Officers may propose certain Reserves as a non-binding recommendation for submission to the General Partner.

     "Securities Act" means the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder, in each instance as amended and as the same may be further amended from time to time.

     "Solicit(s)" shall have the meaning set forth in Section 7 of the Employment Agreement executed by the applicable Member of Holdings. In the event an Employment Agreement with respect to a Member of Holdings is not then in effect, the definitions of Solicit(s) as set forth in Section 7 of the Employment Agreement attached hereto as Exhibit D shall be deemed to be fully restated and incorporated herein as the definition of Solicit(s).

     "Subsidiary(ies)" means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity, are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, by such Person.

     "Super Majority Vote" shall have the meaning set forth in the Holdco Operating Agreement.

     "Supervisory Principals" means those Officers of the Partnership who have qualified with the NASD Series 7 and 24 examinations and have been designated by the General Partner as the principals responsible for the day to day management of the securities business of the Partnership.

-8-

     "Tax Advance" shall have the meaning set forth in Section 7.5 hereof.

     "Tax Amount" shall have the meaning set forth in Section 6.2 hereof.

     "Tax Distributions" shall have the meaning set forth in Section 6.2 hereof.

     "Tax Matters Partner" shall have the meaning set forth in Section 7.6 hereof.

     "Transaction Agreement" shall have the meaning set forth in Recital C hereof.

     "Transaction Expenses" shall mean all expenses incurred by (or allocated to) the Partnership (or any of its direct or indirect equity owners) from time to time under and in accordance with the terms of the Transaction Agreement.

     "Transfer" means, in respect of any direct or indirect interest in any Unit, or any Property or other asset of the Partnership, any sale, assignment, pledge, transfer or other disposition thereof (specifically excluding any distributions made in accordance with the provisions of Article VI hereof and/or the applicable provisions of the constituent documents of any Partner, HFF Holdings and/or Publico), whether voluntarily or by operation of Law, including, without limitation, the exchange of any direct or indirect interest in any Unit for any other security.

     "Unit" shall mean with respect to each Partner (or assignee) the Units assigned to such Partner or Assignee, as set forth in the second column of Exhibit A , as the same may be adjusted in accordance with the terms hereof.

     "Units in Holdings" shall mean all "Units" issued to the Members in Holdings pursuant to the Holdings Operating Agreement. The Units in Holdings as of the date hereof are as set forth in the second column of Exhibit B attached hereto and are subject to adjustment in accordance with the Holdings Operating Agreement.

     "Voting Right Holder" shall have the meaning set forth in the Holdco Operating Agreement.

     "Voting Rights" shall have the meaning set forth in the Holdco Operating Agreement.

ARTICLE II.

FORMATION, NAME, PURPOSES AND OFFICES

     Section 2.1. Organization . The Partners confirm and ratify the organization and formation of the Partnership as a limited partnership pursuant to the provisions of the Act for the limited purposes set forth in Section 2.3 below and upon the terms and conditions set forth in this Agreement.

     Section 2.2. Partnership Name . The name of the Partnership shall be HFF Securities L.P., and all business of the Partnership shall be conducted in such name, or any another assumed name(s) designated by the General Partner.

-9-

     Section 2.3. Purposes . The purposes and business of the Partnership shall be to act as a registered broker dealer in connection with its efforts, on behalf of its clients, to (1) raise equity capital for discretionary, commingled real estate funds marketed to institutional investors, (2) raise equity capital for real estate projects, (3) raise equity capital from institutional investors to fund future real estate acquisitions, recapitalizations, developments, debt investments and other real estate-related strategies, and (4) execute private placements of securities in real estate companies. In addition, the Partnership will provide advisory services on various project or entity-level strategic assignments such as mergers and acquisitions, sales and divestitures, recapitalizations and restructurings, privatizations, management buyouts, and arranging joint ventures for specific real estate strategies and to engage in any and all purposes and activities that are ancillary thereto as permitted under the Act and under all Applicable Securities Laws.

     Section 2.4. Registered Office . The registered office of the Partnership in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, and the name and address of the registered agent for service of process on the Partnership in the State of Delaware is CT Corporation, 1209 Orange Street, Wilmington, Delaware 19801. The name and business address of the General Partner is Holliday GP Corp., 2000 Post Oak Boulevard, Suite 2000, One Post Oak Central, Houston, Texas 77056. The General Partner may change the registered office of the Partnership to any other place within the State of Delaware upon ten days’ written notice to the Limited Partners and the preparation and filing of an amendment to the Certificate reflecting such change. The Partnership may maintain other offices at such other locations as the General Partner shall determine from time to time.

     Section 2.5. Term . The term of the Partnership commenced upon the initial filing of the Certificate and shall continue until the winding up and liquidation of the Partnership and its business following an event of dissolution as described in Section 10.2 hereof.

ARTICLE III.

MANAGEMENT OF THE PARTNERSHIP

     Section 3.1. Authority of General Partner . Subject to the terms hereof, the management and control of the business and affairs of the Partnership and the Properties of the Partnership shall be exclusively vested in the General Partner who shall (subject to the terms hereof) have (a) the sole and exclusive right to manage the business of the Partnership and (b) all of the rights and powers which may be possessed by general partners under the Act. Notwithstanding the foregoing, the General Partner shall manage and control the business affairs of the Partnership in accordance with (and not in violation of) Applicable Securities Laws. Without limiting the generality of the foregoing, the Partners hereby authorize the General Partner to: (a) take such actions as the General Partner may deem necessary or appropriate in connection with the furtherance of the purposes of the Partnership; (b) incur indebtedness on behalf of the Partnership; (c) prosecute and settle claims by or against the Partnership; and (d) exercise any right of the Partnership under any agreement or instrument as the General Partner in its sole discretion shall deem necessary or desirable. The General Partner agrees to carry out the purposes and business of the Partnership in accordance with this Agreement and Applicable Securities Laws; to devote to the Partnership’s business such time as the General Partner, in its sole discretion, shall determine to be required for the efficient conduct of such business; and to

-10-

perform, or cause and supervise the performance of all supervisory, management and operational services and functions of the Partnership.

     Section 3.2. Expenses . The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner.

     Section 3.3. Officers .

          (a) The General Partner may, and does hereby, delegate its rights and authority hereunder with respect to the management of the day to day business and operation of the Partnership to the Officers of the Partnership having the title Supervisory Principal. Without limiting the foregoing, the General Partner shall have the right to (i) confer individual titles and designations to employees of the Partnership, (ii) remove such titles and designations from any such employee with or without cause, (iii) determine compensation levels of all employees of the Partnership, including, without limitation, all Officers and (iv) delegate levels of authority to the holders of such titles and designations. The General Partner hereby ratifies and confirms all titles and designations (and associated authority) granted employees of the Partnership, as such titles and designations (and associated authority) existed immediately prior to the Effective Time, including without limitation the titles: "Executive Managing Director" (Scott F. McMullin is an Executive Managing Director), "Senior Managing Director" (each of Daniel M. Cashdan, W. Douglass Bond, Thomas J. Mizo and Whitaker M. Johnson is a Senior Managing Director), "Managing Director" (Michael White is a Managing Director); "Director" (each of Michael S. Joseph, Janet Krollman and Larry Muller is a Director), "Supervisory Principal" (each of Scott F. McMullin and Daniel M. Cashdan is a Supervisory Principal) and "Registered Representative" (Scott F. McMullin is a Registered Representative).

          (b) Any number of offices may be held by the same person. In its discretion, the General Partner may choose not to fill any office for any period as it may deem advisable except that the offices of President and Secretary shall be filled as expeditiously as possible.

          (c) The Officers of the Partnership shall be so designated annually by the General Partner at the first meeting held after each annual meeting of Partners or as soon thereafter as may be convenient. Vacancies may be filled or new offices created and filled at any time by the General Partner. Each Officer shall hold office until a successor is duly designated and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

          (d) Any Officer or agent designated by the General Partner may be removed by the General Partner whenever in its judgment the best interests of the Partnership would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

          (e) Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by designation from the General Partner for the unexpired portion of such Officer’s term.

          (f) Compensation of all Officers shall be fixed by the General Partner, subject to the terms of any applicable employment agreements.

-11-

          (g) The Officers designated under this Agreement, or otherwise by the General Partner, as having responsibility to manage the day to day business affairs and operations of the Partnership, shall do so in accordance with the Annual Budget and Business Plan.

          (h) The Executive Managing Director and at the written election (or in the absence of) the Executive Managing Director one or more Senior Managing Directors shall in general supervise and control all the day to day business affairs and operations of the Partnership, subject to the powers of the General Partner set forth in this Agreement and the limitations set forth in this Article III. The Executive Managing Director and any applicable Senior Managing Directors shall oversee the other Officers, agents and employees of the Partnership; and shall see that all orders and resolutions of the Partners are carried into effect. The Executive Managing Director and any applicable Senior Managing Directors shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Partnership, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the General Partner to some other Officer or agent of the Partnership. The Executive Managing Director and any applicable Senior Managing Directors shall have such other powers and perform such other duties as may be prescribed by the General Partner or as may be provided in this Agreement.

          (i) The Supervisory Principals shall have qualified with the NASD Series 7 and 24 examinations and shall be responsible for the day to day management of the securities business of the Partnership.

          (j) The Managing Directors, Directors and Registered Representatives, in the order determined by the General Partner, shall, in the absence or disability of the Executive Managing Director and any Senior Managing Directors, act with all of the powers and be subject to all the restrictions of the Senior Managing Directors. The Managing Directors, Directors and Registered Representatives shall also perform such other duties and have such other powers as the General Partner, the Executive Managing Director and any applicable Senior Managing Directors or this Agreement may, from time to time, prescribe.

          (k) Officers, assistant Officers and agents, if any, other than those whose duties are provided for in this Agreement, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the General Partner.

          (l) In the case of the absence or disability of any Officer of the Partnership and of any person hereby authorized to act in such Officer’s place during such Officer’s absence or disability, the General Partner may by resolution delegate the powers of such Officer to any other Officer or to any other person whom it may select.

          (m) Notwithstanding anything to the contrary contained in this Agreement, the Officers shall not be authorized to cause the Partnership to take any of the following actions without the specific written consent of the General Partner:

-12-

               (i) Execute any contract or become a party to any agreement relating to the business of the Partnership that is not provided for in the Annual Budget or that provides for payments thereunder in excess of Five Thousand Dollars ($5,000.00);

               (ii) Make any payment (x) in excess of Five Thousand Dollars ($5,000), or which in the aggregate are in excess of Twenty-Five Thousand Dollars ($25,000.00) which are not provided for in the Annual Budget, or (y) which deviates by more than three percent (3%) from the amount of such payment provided for in the Annual Budget;

               (iii) Pay, settle or compromise, in any respect, or enter into any agreement with respect to, any legal action or threat thereof in connection with the Partnership, except for matters covered by insurance in the normal course of business, provided such matters do not involve an amount greater than Five Thousand Dollars ($5,000.00) and further provided that the total amount of such matters settled or compromised do not exceed the sum of Fifteen Thousand Dollars ($15,000.00) in any twelve (12) month period;

               (iv) Commence any federal, state or foreign bankruptcy, insolvency, reorganization, arrangement or liquidation proceeding, or consent to the appointment of a receiver, liquidator, assignee, trustee, conservator or sequester (or other similar official) of the Partnership or of all or a substantial part of its assets;

               (v) Obtain financing or otherwise incur indebtedness of any kind or nature in excess of Five Thousand Dollars ($5,000.00), other than specified items set forth in an approved Annual Budget;

               (vi) Waive or compromise any claim or right the Partnership may have against any person or party; and

               (vii) Establish Reserves except as provided in the Annual Budget.

          (n) Partner Rights . The Partners shall be entitled to the rights provided by the laws of the State of Delaware and