Exhibit 3.1




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TABLE OF CONTENTS
 PageARTICLE I NAME
    
    
    1ARTICLE II PURPOSES AND POWERS
    
    
    1ARTICLE III PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
    
    
    1ARTICLE IV DEFINITIONS
    
    
    1ARTICLE V STOCK
    
    
    11Section 5.1. Authorized Shares
    
    
    11Section 5.2. Common Shares
    
    
    11Section 5.3. Preferred Shares
    
    
    11Section 5.4. Classified or Reclassified Shares
    
    
    12Section 5.5. Dividends and Distributions
    
    
    12Section 5.6. Charter and Bylaws
    
    
    12Section 5.7. No Issuance of Share Certificates
    
    
    12Section 5.8. Suitability of Stockholders
    
    
    13Section 5.9. Repurchase of Shares
    
    
    13Section 5.10. Distribution Reinvestment Plans
    
    
    13ARTICLE VI RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES
    
    
    14Section 6.1. Shares
    
    
    14Section 6.2. Transfer of Shares in Trust
    
    
    18Section 6.3. NYSE Transactions
    
    
    19Section 6.4. Enforcement
    
    
    19Section 6.5. Non-Waiver
    
    
    19ARTICLE VII PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
    
    
    20Section 7.1. Number of Directors
    
    
    20Section 7.2. Experience
    
    
    20Section 7.3. Committees
    
    
    20Section 7.4. Term
    
    
    20Section 7.5. Fiduciary Obligations
    
    
    20Section 7.6. Extraordinary Actions
    
    
    21Section 7.7. Authorization by Board of Stock Issuance
    
    
    21Section 7.8. Preemptive Rights and Appraisal Rights
    
    
    21Section 7.9. Determinations by Board
    
    
    21Section 7.10. REIT Qualification
    
    
    22Section 7.11. Removal of Directors
    
    
    22Section 7.12. Board Action with Respect to Certain Matters
    
    
    22
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PageARTICLE VIII ADVISOR
    
    
    22Section 8.1. Appointment and Initial Investment of Advisor
    
    
    22Section 8.2. Supervision of Advisor
    
    
    22Section 8.3. Fiduciary Obligations
    
    
    23Section 8.4. Affiliation and Functions
    
    
    23Section 8.5. Termination
    
    
    23Section 8.6. Disposition Fee on Sale of Property
    
    
    23Section 8.7. Incentive Fees
    
    
    24Section 8.8. Limitation on Organization and Offering Expenses
    
    
    24Section 8.9. Limitation on Acquisition Fees and Expenses
    
    
    24Section 8.10. Reimbursement for Total Operating Expenses
    
    
    24Section 8.11. Reimbursement Limitation
    
    
    25Section 8.12. Other Activities of the Advisor
    
    
    25ARTICLE IX INVESTMENT OBJECTIVES AND LIMITATIONS
    
    
    25Section 9.1. Review of Objectives
    
    
    25Section 9.2. Certain Permitted Investments
    
    
    25Section 9.3. Investment Limitations
    
    
    26ARTICLE X CONFLICTS OF INTEREST
    
    
    27Section 10.1. Sales and Leases to the Corporation
    
    
    27Section 10.2. Sales and Leases to the Sponsor, Advisor, Directors or Affiliates
    
    
    28Section 10.3. Other Transactions
    
    
    28ARTICLE XI STOCKHOLDERS
    
    
    28Section 11.1. Meetings
    
    
    28Section 11.2. Voting Rights of Stockholders
    
    
    29Section 11.3. Voting Limitations on Shares Held by the Advisor, Directors and Affiliates
    
    
    29Section 11.4. Right of Inspection
    
    
    29Section 11.5. Access to Stockholder List
    
    
    29Section 11.6. Reports
    
    
    30Section 11.7. Tender Offers
    
    
    30ARTICLE XII LIABILITY LIMITATION AND INDEMNIFICATION
    
    
    31Section 12.1. Limitation of Stockholder Liability
    
    
    31Section 12.2. Limitation of Director and Officer Liability; Indemnification
    
    
    31Section 12.3. Payment of Expenses
    
    
    33Section 12.4. Express Exculpatory Clauses in Instruments
    
    
    33ARTICLE XIII AMENDMENTS
    
    
    33ARTICLE XIV ROLL-UP TRANSACTIONS
    
    
    34Section 14.1. Roll-Up Transactions
    
    
    34Section 14.2. Limitations on Roll-Up Transactions
    
    
    34
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FIRST Corporation
 SECOND
  NAME
 Corporation
   PURPOSES AND POWERS
 Code REIT
  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
   DEFINITIONS
  Acquisition Expenses Acquisition Expenses
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Acquisition Fees Acquisition Fees
 Adjusted Net Income Adjusted Net Income provided however that
 Advisor or Advisors Advisor Advisors
 Advisory Agreement Advisory Agreement
 Affiliate or Affiliated Affiliate Affiliated
 Aggregate Share Ownership Limit Aggregate Share Ownership Limit
 Appraised Value Appraised Value
 Average Invested Assets Average Invested Assets
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Beneficial Ownership Beneficial Ownership Beneficial Owner Beneficially Owns Beneficially Owned
 Board or Board of Directors Board Board of Directors
 Business Day Business Day
 Bylaws Bylaws
 Charitable Beneficiary Charitable Beneficiary provided that
 Charitable Trust Charitable Trust
 Charitable Trustee Charitable Trustee
 Charter Charter
 Code Code
 Commencement of the Initial Public Offering Commencement of the Initial
Public Offering
 Common Share Ownership Limit Common Share Ownership Limit
 Common Shares Common Shares
 Competitive Real Estate Commission Competitive Real Estate Commission
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Construction Fee Construction Fee
 Constructive Ownership Constructive Ownership Constructive Owner Constructively Owns Constructively Owned
 Contract Purchase Price Contract Purchase Price
 Contract Sales Price Contract Sales Price
 Corporation Corporation
 Development Fee Development Fee
 Director Director
 Disposition Fee Disposition Fee
 Distributions Distributions
 Excepted Holder Excepted Holder
 Excepted Holder Limit Excepted Holder Limit provided that
 Excess Amount Excess Amount
 FINRA FINRA
 Gross Proceeds Gross Proceeds
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Indemnitee Indemnitee
 Independent Appraiser Independent Appraiser
 Independent Director Independent Director
 Initial Date Initial Date
 Initial Investment Initial Investment
 Initial Public Offering Initial Public Offering
 Investment Investment
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Joint Ventures Joint Ventures
 Leverage Leverage
 Listing Listing
 Loans Loans Loans
 Market Price Market Price Closing Price
 MGCL MGCL
 NASAA REIT Guidelines NASAA REIT Guidelines
 Net Assets Net Assets
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Non-Compliant Tender Offer Non-Compliant Tender Offer
 NYSE NYSE
 Offering Offering
 Operating Expenses Operating Expenses
 Operating Partnership Operating Partnership OP
 Organization and Offering Expenses Organization and Offering Expenses
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Blue Sky
 Person Person
 Preferred Shares Preferred Shares
 Prohibited Owner Prohibited Owner
 Property or Properties Property Properties
 Prospectus Prospectus
 Reinvestment Plan Reinvestment Plan
 REIT REIT
 REIT Provisions of the Code REIT Provisions of the Code
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Restriction Termination Date Restriction Termination Date
 Roll-Up Entity Roll-Up Entity
 Roll-Up Transaction Roll-Up Transaction
 (a)
    
    a transaction involving securities of the Corporation that have been for at
least 12 months Listed on a national securities exchange; or(b)
    
    a transaction involving the conversion to corporate, trust or association form
of only the Corporation, if, as a consequence of the transaction, there will be no
significant adverse change in any of the following:
 (i)
    
    Stockholders voting rights;(ii)
    
    the term of existence of the Corporation;(iii)
    
    Sponsor or Advisor compensation; or(iv)
    
    the Corporations investment objectives.
 SDAT SDAT
 Securities Securities
 Securities Act Securities Act
 Shares Shares
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Sponsor Sponsor Sponsor
 Stockholder List Stockholder List
 Stockholders Stockholders
 Tendered Shares Tendered Shares
 Transfer Transfer Transferring Transferred
 2%/25% Guideline 2%/25% Guideline
 Unimproved Real Property Unimproved Real Property
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STOCK
 Authorized Shares Common Shares Preferred Shares
 Common Shares
 Common Shares Subject to Terms of Preferred Shares
 Description provided however that
 Rights Upon Liquidation
 Voting Rights
 Preferred Shares provided however that
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Classified or Reclassified Shares SDAT provided that
 Dividends and Distributions
 Charter and Bylaws
 No Issuance of Share Certificates
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Suitability of Stockholders
 Investor Suitability Standards
   Determination of Suitability of Sale
   Minimum Investment and Transfer
 Repurchase of Shares provided however that
 Distribution Reinvestment Plans Reinvestment Plan
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RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES
 Shares
 Ownership Limitations
 Basic Restrictions
  closely held
 ab initio
 Transfer in Trust
  ab initio
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Remedies for Breach provided however that ab initio
 Notice of Restricted Transfer
 Owners Required To Provide Information
   Remedies Not Limited
 Ambiguity
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Exceptions
  Section 6.1.1(a)(ii);
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Increase in Aggregate Share Ownership and Common Share Ownership Limits provided however that provided further that
 Legend
 REIT Code ab initio
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Transfer of Shares in Trust
 Ownership in Trust
 Status of Shares Held by the Charitable Trustee
 Dividend and Voting Rights provided however that
 Sale of Shares by Charitable Trustee e.g.
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Purchase Right in Shares Transferred to the Charitable Trustee
 Designation of Charitable Beneficiaries
 NYSE Transactions
 Enforcement
 Non-Waiver
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PROVISIONS FOR DEFINING LIMITING AND REGULATING CERTAIN POWERS OF THE CORPORATION AND OF THE
STOCKHOLDERS AND DIRECTORS
 Number of Directors Directors provided however that
 
  provided, however
 Experience
 Committees provided
 Term
 Fiduciary Obligations
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Extraordinary Actions
 Authorization by Board of Stock Issuance
 Preemptive Rights and Appraisal Rights
 Determinations by Board provided, however,
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REIT Qualification
 Removal of Directors
 Board Action with Respect to Certain Matters
  ADVISOR
 Appointment and Initial Investment of Advisor
 Supervision of Advisor
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Fiduciary Obligations
 Affiliation and Functions
 Termination
 Disposition Fee on Sale of Property
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Incentive Fees
 Limitation on Organization and Offering Expenses
 Limitation on Acquisition Fees and Expenses
 Reimbursement for Total Operating Expenses 2%/25%
Guideline
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Reimbursement Limitation
 Other Activities of the Advisor
  INVESTMENT OBJECTIVES AND LIMITATIONS
 Review of Objectives
 Certain Permitted Investments
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Investment Limitations
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CONFLICTS OF INTEREST
 Sales and Leases to the Corporation
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Sales and Leases to the Sponsor, Advisor, Directors or Affiliates
 Other Transactions
    STOCKHOLDERS
 Meetings provided provided, however
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Voting Rights of Stockholders
 Voting Limitations on Shares Held by the Advisor, Directors and Affiliates
 Right of Inspection
 Access to Stockholder List Stockholder List
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Reports
 Tender Offers provided, however Non-Compliant Tender Offer Tendered Shares
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LIABILITY LIMITATION AND INDEMNIFICATION
 Limitation of Stockholder Liability
 Limitation of Director and Officer Liability; Indemnification
 Limitation of Director and Officer Liability
  Indemnitee
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Indemnification
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Payment of Expenses
 Express Exculpatory Clauses in Instruments
  AMENDMENTS
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ROLL-UP TRANSACTIONS
 Roll-Up Transactions
     Limitations on Roll-Up Transactions
     THIRD
 FOURTH
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FIFTH
 SIXTH
 SEVENTH
 EIGHTH
 NINTH
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ATTEST:
    
    
    
    CAREY WATERMARK INVESTORS INCORPORATED/s/ Susan C. Hyde

Name: Susan C. Hyde
    
    
    
    /s/ Michael G. Medzigian

Name: Michael G. Medzigian

    (SEAL)Title:   Secretary
    
    
    
    Title:   Chief Executive Officer
 Signature Page to Charter