WTC Records Folder 0127 Certificate of Incorporation label, 2001

NYC 9/11 Public Portal Document

follows:

Section 11. Private Foundation Rules. In any taxable year in which the Corporation is a private foundation as described in Section 509(a) of the Code, the Corporation shall distribute such amounts for such period at such time and in such manner as not to subject the Corporation to tax on undistributed income under Section 4942 of the Code; and the Corporation shall not (i) engage in any act of self-dealing which is subject to tax under Section 4941 of the Code; (ii) retain any excess business holdings which are subject to tax under Section 4943 of the Code; (iii) make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code; or (iv) make any taxable expenditures which are subject to tax under Section 4945 of the Code or corresponding provisions of any subsequent federal tax laws.

Section 12. General. As used herein, references to the Not-for-Profit Corporation Law refer to such law as in effect as of the date hereof and as amended from time to time, or corresponding provisions of subsequent laws, and references to "law" or "laws" refer to such laws as in effect as of the date hereof and as hereafter amended.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the Not-For-Profit Corporation Law of the State of New York, makes this certificate, hereby declaring and certifying that this is the act and deed of the undersigned and that the facts herein stated are true, under penalties of perjury and accordingly has hereunto set such person's hand on __________________,2001.

Incorporator

1034075.1 -3-

NYC-WTC 000137287