Exhibit 3.1.16

CERTIFICATE OF INCORPORATION

OF

NCPM ACQUISITION CORPORATION

The undersigned, in order to form a corporation under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation is NCPM Acquisition Corporation (the “Corporation”).

SECOND: The address of the corporation’s registered office in the State of Delaware is: 15 East North Street, Dover, Delaware 19901 and the name of its registered agent at such address is: Incorporating Services, Ltd. in the County of Kent.

THIRD: The nature of the business or purposes to be conducted or promoted are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Joshua Gindin

507 Prudential Road

Horsham, Pennsylvania 19044

SIXTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the By-Laws.

SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized and empowered to make, alter or repeal the By-laws of the Corporation, except as specifically stated therein.

EIGHTH: Except as otherwise required by the laws of the State of Delaware, the stockholders and directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders except for (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (or any successor provision of Delaware law), or (iv) any transaction from which the director derived any improper personal benefit; and the directors of the Corporation shall be entitled, to the full extent permitted by Delaware law, as amended from time to time, to the benefits of provisions limiting the personal liability of directors.

ELEVENTH: The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision of Delaware law.

The undersigned, being the incorporator named below, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate and does hereby declare and certify that it is his act and deed and the facts stated herein are true, and accordingly does hereunto execute this certificate of incorporation on this 9^th day of December, 2003.

/s/ Joshua Gindin

Name: Joshua Gindin

Title: Incorporator

CERTIFICATE OF MERGER

OF

NCO PORTFOLIO MANAGEMENT, INC., A DELAWARE CORPORATION

INTO

NCPM ACQUISITION CORPORATION, A DELAWARE CORPORATION

In compliance with the requirements of Section 251 of the General Corporation Law of the State of Delaware, as amended or supplemented from time to time, the undersigned corporations hereby certify that:

FIRST: The name and state of incorporation of each of the constituent corporations are as follows:

(i)	NCO Portfolio Management, Inc	Delaware
(ii)	NCPM Acquisition Corporation	Delaware

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of Section 251 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation in the merger herein certified is NCPM Acquisition Corporation (herein sometimes referred to as the “Surviving Corporation”). The name of the Surviving Corporation shall be amended in the merger to be “NCO Portfolio Management, Inc.”

FOURTH: The Certificate of Incorporation of the Surviving Corporation shall be shall as its Certificate of Incorporation in effect immediately before the merger except that Article First of said Certificate of Incorporation is hereby amended to read as follows:

“First: The name of the corporation is: NCO Portfolio Management, Inc.”

FIFTH: The executed Agreement and Plan of Merger between the aforesaid constituent corporations is on file at an office of the surviving corporation at: 507 Prudential Road, Horsham, Pennsylvania 19044.

SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be signed by a duly authorized officer as of the 26^th day of March, 2004.

NCPM ACQUISITION CORPORATION
By:	/s/ Joshua Gindin
Name:	Joshua Gindin
Title:	EVP, General Counsel & Secretary

CERTIFICATE OF CHANGE

OF REGISTERED AGENT AND/OR REGISTERED OFFICE

OF

NCO PORTFOLIO MANAGEMENT, INC.

(Pursuant to Section 133 of the Delaware General Corporation Law)

FIRST: The Board of Directors of NCO Portfolio Management, Inc., a Delaware Corporation, on this 26^th day of May, 2005, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is changed to 1201 Market Street, Suite 800, Wilmington, Delaware 19801 County of New Castle.

SECOND: The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served is hereby changed to NCO Funding, Inc.

THIRD: The Corporation does hereby certify that the foregoing is a true copy of the resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 26^th day of May, 2005.

By:	/s/ Gail Susan Ball
Name:	Gail Ball
Title:	Vice President and Treasurer