THE ROCKEFELLER FOUNDATION …

                      THE ROCKEFELLER FOUNDATION
                                     BYLAWS
                       (As amended and restated June 12, 2008)


                                      FOREWORD

       The Rockefeller Foundation as now constituted is a corporation resulting from the
consolidation - pursuant to the Membership Corporations Law of the State of New York -
of The Rockefeller Foundation, a corporation created by Special Act of the legislature of
the State of New York (Chapter 488 of the Laws of 1913, approved May 14, 1913), and
The Laura Spelman Rockefeller Memorial, a corporation incorporated under the
Membership Corporations Law of the State of New York on October 9, 1918.

       The Consolidation of the two corporations in accordance with an agreement for
consolidation was approved on January 3, 1929, by an order of the Supreme Court of
the State of New York and a certified copy of the order was filed with the Secretary of
State of the State of New York on the same date.

          The Bylaws of The Rockefeller Foundation as amended through June 12, 2008,
follow.

                                       TRUSTEES

        Section 1. The board of trustees of the corporation shall consist of not fewer
than 12 members, the number to be fixed from time to time by vote of the majority of the
entire number of the board authorized at the time of such vote.

         Section 2. The President shall serve as an ex officio member of the Board with
full voting rights and shall count toward quorum. No salaried officer of the corporation
other than the president shall be eligible to serve as a trustee.

        Section 3. Trustees shall be elected at the annual meeting each year, and shall
have no right to be re-elected, except that the board chair shall be re-elected as trustee
so long as he or she continues in office. A trustee, other than the board chair and
president, may only serve for ten full consecutive terms and shall not be eligible for
re-election for at least two years after the trustee has ceased to be a trustee.

        Section 4. The absence of a trustee from three consecutive meetings of the
board shall be deemed to be a resignation by such trustee, effective as of the date of
such third meeting unless the board determines otherwise by vote of a majority of the
duly elected trustees.




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       Section 5. At any meeting of the board an existing or anticipated vacancy in the
place of a trustee may be filled, effective immediately or prospectively on a date fixed by
the board.

        Section 6. The vote of a majority of the trustees then in office shall be necessary
to elect a trustee.

                                   BOARD MEETINGS

       Section 7. Regular meetings of the board of trustees may be held on such dates
and at such times and places as set by the secretary, subject to approval of the board of
trustees. The annual meeting of the board shall be held in the second calendar quarter
of each year. A special meeting of the board may be called, and the date, time and
place of the meeting shall be set, by the board chair, the president or any three trustees.

        Section 8. The secretary shall give to each trustee not less than ten days' written
notice of the time and place of each regular meeting of the board, and shall give such
notice of special meetings as is practicable.

        Section 9. At the annual meeting of the board the president and the treasurer
shall present the annual financial report required by Section 519 of the New York
Not-for-Profit Corporation Law or any successor statute. The report shall be filed with
the minutes of the annual meeting.

        Section 10. A majority of the trustees then in office shall constitute a quorum for
the transaction of business at meetings of the board. Except as required by law or these
bylaws, all matters shall be decided by a majority vote of the trustees present. In the
absence of a quorum at the time and place set for a meeting of the board, the trustees
present may adjourn the meeting from time to time until a quorum is present.

        Section 11. Any one or more of the trustees may participate in a meeting of the
board by means of conference telephone or other communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
Participation by such means shall be deemed presence in person at the meeting.

        Section 12. Any action required or permitted to be taken by the board may be
taken without a meeting, if all the trustees consent in writing to the adoption of a
resolution authorizing the action. Written consent may be provided electronically by a
trustee in a form provided by the Secretary. The resolution and the written consents
thereto shall be filed with the minutes of the board.


                          OFFICERS OF THE CORPORATION

       Section 13. The officers of the corporation shall include a board chair, who shall
be or become a trustee of the corporation, a president, one or more vice presidents, a
secretary, a treasurer, and a chief financial officer. The officers may include a chief
operating officer, a general counsel and such assistant secretaries, assistant general
counsels, assistant treasurers or other officers as shall be deemed appropriate to carry



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out the business of the corporation. With the exception of the board chair and the
president, who shall be elected by the board, all officers of the corporation shall be
elected by the executive committee upon recommendation of the president. Between
meetings of the board, the president may appoint officers of the corporation (other than a
board chair and a president), subject to approval by the executive committee at its next
meeting. Any officer whose duties and powers are not described in these bylaws shall
have such duties and powers as the board or the president shall determine. The
president may appoint associate vice presidents, directors, managing directors, deputy
directors, associate directors, assistant directors, program officers, or other staff, who
shall not be officers of the corporation, as determined necessary to carry out the
programs and administrative operations of the corporation.

        Section 14. The board chair shall be elected for a term of five years and may be
re-elected for up to five additional one-year terms. All other officers shall be elected for
an indefinite term and hold office at the pleasure of the board.

        Section 15. The president's compensation shall be set by the board of trustees
on recommendation of the executive committee. The salaries and other compensation
of the other officers of the corporation shall be set by the executive committee unless
otherwise determined by the board.


                                      BOARD CHAIR

        Section 16. The board chair, when present, shall preside at all meetings of the
board. In the absence of the board chair the trustees present shall appoint one of their
own number to preside. The board chair shall be a member ex officio, with the right to
vote, of all standing committees and of the investment committee.


                                       PRESIDENT

        Section 17. The president shall be the chief executive officer of the corporation,
responsible to the board for the administration of the corporation's business and affairs.
Except as otherwise provided in these bylaws or by resolution of the board, the president
shall sign for the corporation all deeds, memoranda of understanding, powers of attorney
and other formal instruments. The president shall be a member ex officio, with the right
to vote, of the investment committee and of all standing committees except the audit
committee. In the absence or disability of the president, a vice president or other officer
designated by the board shall have the powers and duties of the president.


                                   VICE PRESIDENTS

       Section 18. The vice president or vice presidents shall have such duties as may
be assigned by the president.


                                       SECRETARY



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         Section 19. The secretary shall give notice, as provided in these bylaws, of all
meetings of the board of trustees and its committees, shall prepare, under the direction
of the president, dockets of the business to be transacted at these meetings and shall
record and keep the minutes of these meetings, provided that the treasurer or an
assistant treasurer may record the minutes of meetings of the investment committee and
transmit them to the secretary. The secretary shall have the custody of the corporate
seal and shall have the authority to affix the same to any instrument requiring it, and
when so affixed, to attest it. The secretary shall in general perform all duties incident to
the office of secretary and shall perform such other administrative duties as the
president or the board of trustees may direct. In the absence or disability of the
secretary, any assistant secretary shall perform the duties of the secretary.


                                       TREASURER

       Section 20. The treasurer, subject to these bylaws and to any resolutions of the
board of trustees and the investment committee, shall have responsibility for the
investment funds and securities of the corporation and the assets of The Retirement
Income Plan for Employees of the Rockefeller Foundation (the "RIP") and shall deposit,
or cause to be deposited, the investment funds and the securities of the corporation and
the RIP in such banks, trust companies, custody accounts or other depositories as the
treasurer may deem advisable.

        Section 21. The treasurer, subject to these bylaws and to any resolutions of the
board of trustees and the investment committee, shall develop and recommend the
asset allocation strategy, investment strategies and spending policies of the corporation
and the RIP, and, in accordance with such guidelines and policies as approved by the
investment committee, shall have the authority and responsibility to operate the
investment programs of the corporation and the RIP, including (i) monitoring the
performance of the investment managers and custodians; (ii) allocating assets among
the investment managers and custodians; (iii) establishing the investment guidelines to
be followed by each investment manager and custodian; (iv) approving and executing all
contracts with custodians, trustees, investment managers and investment partners and
executing investment-related powers of attorney; and (v) approving the proxy voting
process with respect to securities owned by the corporation or the RIP, including
appointing other internal individuals, the investment advisors that initiated the securities'
purchase, or external proxy voting services to execute or to rescind proxies.

        Section 22. The treasurer shall report to the investment committee on the
performance of the investment programs of the corporation and the RIP. The treasurer
shall keep or cause to be kept, and the chief financial officer shall from time to time
review, proper books of account and other books showing at all times the character,
value and amount of the investments and funds of the corporation and the RIP. The
books and records shall be at all times open to the inspection of the trustees, and shall
be provided to the firm of certified public accountants selected to perform the annual
audits of the corporation and the RIP. The treasurer or an assistant treasurer shall keep
records of the investment committee, including a record of actions taken on investment




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matters between meetings of the investment committee, and shall quarterly send copies
of such records to all members of the investment committee.

        Section 23. The treasurer shall have and execute such other authorities as may
be delegated to the treasurer by the investment committee, and shall perform such other
duties as the president may direct. In the absence or disability of the treasurer, any
assistant treasurer shall perform the duties of the treasurer.

      Section 24. The treasurer and each staff member in the investments office shall
be bonded for the faithful performance of their duties, as appropriate.


                              CHIEF FINANCIAL OFFICER

         Section 25. The chief financial officer shall keep proper records of all
appropriations, budgets and other authorizations of expenditure and shall maintain duly
itemized and classified accounts of expenditures and shall perform such other duties as
may be assigned by the president or the chief operating officer. The chief financial
officer shall have responsibility for the operational accounts of the corporation and shall
establish procedures for payments of funds of the corporation and for each annual
meeting of the board shall prepare such financial statements and reports as the board
may require. The chief financial officer shall coordinate the preparation of the materials
to be provided to the firm of certified public accountants selected to perform the
corporation's annual audit.


                                      COMMITTEES

        Section 26. By resolution adopted by a majority of the entire authorized number
of trustees, the board of trustees shall designate the following standing committees from
among its members: an executive committee, an audit committee, a budget and
compensation committee and a trusteeship committee, and may also designate from
among its members other standing committees of not fewer than three trustees, each of
which shall have the authority delegated to it by these bylaws or the board. The board
shall also designate a investment committee, a majority of whose members shall be
trustees.

      Section 27. The board may establish additional committees and determine their
powers and duties. Such committees may have members who are not trustees.

         Section 28. Except as otherwise provided in these bylaws or by the board,
members of committees shall be elected each year at the annual meeting and may be
eligible for re-election. The members of each committee and each committee chair shall
serve at the pleasure of the board for the term specified in these bylaws or by the board.
A vacancy in any committee may be filled by the board at any meeting. Except as
otherwise provided in these bylaws, any committee member elected to fill a vacancy
shall serve for the remainder of the unexpired term.




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        Section 29. Except as otherwise provided in these bylaws, (a) meetings of each
committee shall be held on the call of the board chair, the president, the committee chair
or a majority of its members, and (b) a majority of the committee members present in
person shall constitute a quorum and action shall be taken by a majority vote of those
present. If a committee chair is not designated by these bylaws or the board, the board
chair shall designate such committee chair. A committee chair shall be eligible for re-
election.

        Section 30. No committee shall have authority to:

        fill vacancies in the board or in any committee;

        fix compensation of the trustees for serving on the board or on any committee;

        amend or repeal these bylaws or adopt new bylaws; or

        amend or repeal any resolution of the board which by its terms shall not be so
        amendable or repealable.

       Section 31. Any one or more members of a committee may participate in a
meeting of the committee by means of conference telephone or other communications
equipment allowing all persons participating in the meeting to hear each other at the
same time. Participation by such means shall be deemed presence in person at the
meeting.

        Section 32. Any action required or permitted to be taken by any committee may
be taken without a meeting, if all the members of the committee consent in writing to the
adoption of a resolution authorizing the action. Written consent may be given by a
trustee in an electronic form provided by the Secretary of the corporation. The resolution
and the written consents thereto by the members of such committee shall be filed with
the minutes of the committee.

        Section 33. Each committee shall report its actions to the board.

                                EXECUTIVE COMMITTEE

       Section 34. The executive committee shall consist of the board chair, the
president and the chairs of the other standing committees and of the investment
committee, ex officio and with the right to vote.

       Section 35. During periods between meetings of the board, the executive
committee shall have all the powers and duties of the board except the power to alter
fundamental policies of the board, the power to make appropriations which are not in
accordance with the general policies approved by the board, the power to elect the
board chair or the president and the power to exercise the authorities described in
Section 30.

        Section 36. A majority of the members of the executive committee shall
constitute a quorum for the transaction of business at meetings of the committee and



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action shall be taken by majority vote of those present at the meeting. The board chair
shall be the chair of the executive committee. In the absence of the board chair, the
president or, if absent, a member of the committee designated by the board chair shall
preside at meetings of the committee.

        Section 37. Whenever action is taken by the executive committee at a meeting
or by unanimous consent, a written summary of the actions taken shall be sent to each
trustee. At each meeting of the board the executive committee shall present a written
report of actions taken since the preceding meeting of the board.


                              INVESTMENT COMMITTEE

        Section 38. The investment committee shall consist of the board chair and the
president, ex officio and with the right to vote, and not fewer than five other members,
provided that a majority of the members shall be trustees. The investment committee
chair, who shall be a trustee, shall be elected by the board at each annual meeting.
Non-trustee members of the investment committee shall be elected at the annual
meeting each year, and shall have no right to be re-elected. A non-trustee member of
the investment committee may only serve for five full consecutive terms. At any other
meeting of the board, a vacancy in the investment committee chair may be filled by the
election of a chair to serve until the next annual meeting.

        Section 39. The investment committee shall have the power and responsibility
to:

        approve the asset allocation strategy and the investment strategies of the
        corporation, based on the treasurer's annual investment policy recommendation
        including the allocations to the various asset classes, and on the treasurer's
        periodic asset class strategy recommendations;

        approve the spending policies of the corporation, based on the treasurer's annual
        recommendation on spending policy and long-term spending objectives;

        monitor the performance of the investment program, taking into account risk and
        return objectives;

        monitor the performance of the investments office;

        authorize the investments office to function as an investment manager, subject to
        the corporation's investment guidelines approved by the investment committee
        for such internally managed assets; and

        oversee the investments made under the RIP (as defined in Section 20);
        establish investment policies and guidelines (including asset allocation and
        investment strategies) based on the treasurer's recommendation, review the
        investment performance of the assets of the RIP; monitor the performance of the
        RIP's trustee and its investment managers (including, as appropriate, the
        investments office); authorize the investments office to function as an investment



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        manager with respect to the investments of the RIP, subject to the applicable
        investment policies and guidelines established by the investment committee; and
        approve the purchase of any annuity contracts.

          Section 40. The chair of the investment committee shall have the power and
responsibility, on recommendation of the treasurer, to select, appoint and terminate
investment managers and to vest in such managers the power to make and change
investments, subject to the corporation's investment guidelines, including, without
limitation, (i) buying and selling securities, unregistered securities, mortgages, insurance
contracts, partnership interests, participation in limited liability companies, real estate,
derivative instruments, and other investment vehicles and (ii) taking other necessary
actions to protect the corporation's interests with regard to such investments. The chair
of the investment committee shall also have the power and responsibility, on
recommendation of the treasurer, to select, appoint and terminate investment managers
to manage the assets of the RIP and to vest in such managers the power to make and
change investments, subject to the RIP's investment guidelines and the requirements of
applicable law, including, without limitation, (i) buying and selling securities, unregistered
securities, mortgages, insurance contracts, partnership interests, participation in limited
liability companies, real estate, derivative instruments, and other investment vehicles
and (ii) taking other necessary actions to protect the RIP's interests with regard to such
investments.

       Section 41. A majority of members of the investment committee shall constitute
a quorum for the transaction of business at meetings of the committee, and action shall
be taken by majority vote of those present at the meeting.

       Section 42. From time to time the investment committee shall keep the board of
trustees advised of the performance of the corporation's investments and of its
investment managers.


                     BUDGET AND COMPENSATION COMMITTEE

        Section 43. The budget and compensation committee shall consist of the board
chair and the president, ex officio and with the right to vote, and not fewer than four other
members of the board of trustees. The budget and compensation committee chair shall
be elected by the board at each annual meeting. At any other meeting of the board, a
vacancy in the budget and compensation committee chair may be filled by the election of
a chair to serve until the next annual meeting.

        Section 44. The budget and compensation committee shall review and approve
matters affecting the corporation's budgets, expenditures and appropriation guidelines,
and the compensation levels and benefits of the corporation's staff, subject to the
provisions of these bylaws.

        Section 45. A majority of members of the budget and compensation committee
shall constitute a quorum for the transaction of business at meetings of the committee,
and action shall be taken by majority vote of those present at the meeting.




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                                  AUDIT COMMITTEE

        Section 46. The audit committee shall consist of the board chair, ex officio and
with the right to vote, and not fewer than five other members of the board of trustees.
The audit committee chair shall be elected by the board at each annual meeting. At any
other meeting of the board, a vacancy in the audit committee chair may be filled by the
election of a chair to serve until the next annual meeting.

       Section 47. The audit committee shall cause the accounts and funds of the
corporation to be audited and certified annually by a firm of certified public accountants
selected by the committee, shall define the scope of the audit to be performed, shall
review the compensation to be paid to such firm and shall review the annual financial
statements of the corporation. The audit committee shall review regularly the status and
adequacy of the corporation's financial safeguards and internal controls, including its
administrative and program management and effectiveness systems, and may examine
and consider such other matters relating to the audit of the accounts of the corporation
and the corporation's financial affairs as the committee may determine to be desirable.

       Section 48. A majority of members of the audit committee shall constitute a
quorum for the transaction of business at meetings of the committee, and action shall be
taken by majority vote of those present at the meeting.


                              TRUSTEESHIP COMMITTEE

        Section 49. The trusteeship committee shall consist of the board chair and the
president, ex officio and with the right to vote, and not fewer than four other members of
the board of trustees. The trusteeship committee chair shall be elected by the board
upon the recommendation of the board chair at each annual meeting. At any other
meeting of the board, a vacancy in the trusteeship committee chair may be filled by the
election of a chair to serve until the next annual meeting.

         Section 50. The trusteeship committee may make recommendations at any
meeting of the board regarding trustees to be elected to fill existing or anticipated
vacancies and shall make recommendations at any meeting of the board regarding
appointments to fill any existing or anticipated vacancy in the office of board chair,
president, or in the membership or chair of a committee. A member of the trusteeship
committee shall abstain from participation in any recommendation with respect to the
member's appointment as an officer, trustee, committee member or committee chair.
The trusteeship committee shall be responsible for developing and administering the
conflict of interest and other governance policies, orientation and continual education of
trustees, and evaluation of board and trustee performance, and shall perform such other
duties as may be assigned by the board.

       Section 51. A majority of members of the trusteeship committee shall constitute
a quorum for the transaction of business at meetings of the committee, and action shall
be taken by majority vote of those present at the meeting.




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                             GENERAL FISCAL PROVISIONS

       Section 52. Contracts, checks and other instruments: In addition to any specific
authorizations contained in or pursuant to these bylaws, the board of trustees may
authorize one or more officers or other persons to enter into any contract or to execute
and to deliver any instrument or to sign checks or authorize electronic transfers upon
any accounts held by the corporation. Any such officers or other persons with these
responsibilities shall be bonded for the faithful performance of their duties, as
appropriate.

        Section 53. Loans: No indebtedness shall be incurred on behalf of the
corporation and no negotiable paper shall be issued in its behalf unless authorized by
vote of the board or the investment committee. When so authorized, any officer of the
corporation may effect loans and advances at any time for the corporation from any
bank, trust company or other similar institution, or from any firm, corporation or
individual.


                                        FISCAL YEAR

        Section 54. The fiscal year of the corporation shall be the calendar year.


                            CONFLICT OF INTEREST POLICY

        Section 55. To ensure adherence by trustees and staff to the highest ethical
standards in all matters affecting the corporation's administration and operations, the
board shall from time to time adopt a conflict of interest policy as recommended by the
trusteeship committee. This policy shall be designed to identify conflicts of interest and
shall require full disclosure by the individual involved of any conflict or potential conflict.


                                     INDEMNIFICATION

         Section 56. Except as limited by law, the corporation (i) shall indemnify and
advance expenses to each trustee, officer, non-trustee member of the investment
committee and employee and (ii) may indemnify and advance expenses to any agent or
member of any committee of the corporation, in each case to the extent that such
individual has been made, or threatened to be made, a party to or involved in (including
as a witness) any threatened, pending or completed action, suit, inquiry or proceeding,
whether formal or informal, by reason of the fact that such individual is or was a trustee,
officer, employee, committee member or agent, or at the request of the corporation
served any other corporation or enterprise in any capacity, in each case against
judgments, fines, amounts paid in settlement, and reasonable expenses including
attorneys' fees, necessarily incurred as a result of such action, suit, inquiry or
proceeding, and in each case provided that the Board has determined that the
indemnified person was acting in good faith and within the scope of his or her authority.
Notwithstanding the foregoing, no advancement of expenses shall be made unless the



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individual seeking the advancement provides in advance an undertaking to the
corporation to repay all amounts so advanced to the extent it is ultimately determined
that the person is not entitled to be indemnified under these Bylaws or otherwise for
such amounts, unless the advancement of expenses is ordered by a court of competent
jurisdiction in which case no undertaking shall be required.


                                        NOTICES

         Section 57. All notices required by these bylaws shall be given by the secretary
in writing and may be delivered in person, mailed or sent by facsimile or other electronic
means addressed to members of the board, or of any committee, as the case may be. A
notice shall be unnecessary if waived in writing or if the individual attends the meeting
without protesting before the meeting or at its beginning the lack of notice.


                                     DISSOLUTION

        Section 58. In the event of the liquidation, dissolution or winding up of the
corporation (whether voluntary, involuntary or by operation of law), the corporation's
property or assets shall not be conveyed or distributed to any director, officer, member,
employee or member of a committee of, or person connected with, the corporation, or
any other private individual, nor to any organization created or operated for profit; but,
after deducting all necessary expenses of liquidation, dissolution or winding up, as the
case may be, all the remaining property and assets of the corporation shall be
distributed only to such other organizations as shall then qualify under Section 501(c)(3)
of the Internal Revenue Code as the trustees of the corporation shall in their discretion
determine.


                                     AMENDMENTS

         Section 59. Provided that written notice of the text of proposed amendments has
been sent to every trustee at least ten days in advance of the date of meeting, these
bylaws may be amended at any meeting of the board of trustees by a vote of a majority
of the trustees then in office, except that a change in the number of trustees authorized
in Section 1 shall require the vote of a majority of the entire authorized number of
trustees and further that Section 58 may not be amended unless permitted by applicable
law.




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