EX-FILING FEES 5 dp192016_exfilingfees.htm EXHIBIT 107

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-3
(Form Type)

 

JPMORGAN CHASE & CO.
(Exact Name of Registrant as Specified in its Charter)

 

JPMORGAN CHASE FINANCIAL COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

  Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (1)(2) Fee Rate

Amount of Registration Fee

 

(1)(2)

 

 Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid Debt JPMorgan Chase & Co. (“JPMC&C”) Debt Securities 457(o)                  
Fees to be Paid Other JPMC&C Warrants (3)(4) 457(o)                  
Fees to be Paid Other JPMC&C Units (5) 457(o)                  
Fees to be Paid Other JPMC&C Purchase Contracts 457(o)                  
Fees to be Paid Debt JPMorgan Chase Financial Company LLC (“JPMCFC”) Debt Securities 457(o)                  
Fees to be Paid Other JPMCFC Warrants (4) 457(o)                  
Fees to be Paid Debt JPMC&C Guarantees of JPMCFC Debt Securities Other (6)                  
Fees to be Paid Other JPMC&C Guarantees of JPMCFC Warrants Other (6)                  
Fees to be Paid Unallocated (Universal) Shelf Unallocated (Universal) Shelf 457(o)     $23,557,168,784 0.0001102 $2,596,000        
Fees Previously Paid Unallocated (Universal) Shelf Unallocated (Universal) Shelf 457(o)     $100,000,000,000 0.0001102 $11,020,000        

 

 

Carry Forward Securities
Carry Forward Securities Debt JPMC&C Debt Securities 415(a)(6)           S-3 333-236659 April 8, 2020  
Carry Forward Securities Other JPMC&C Warrants 415(a)(6)           S-3 333-236659 April 8, 2020  
Carry Forward Securities Other JPMC&C Units 415(a)(6)           S-3 333-236659 April 8, 2020  
Carry Forward Securities Other JPMC&C Purchase Contracts 415(a)(6)           S-3 333-236659 April 8, 2020  
Carry Forward Securities Debt JPMCFC Debt Securities 415(a)(6)           S-3 333-236659-01 April 8, 2020  
Carry Forward Securities Other JPMCFC Warrants 415(a)(6)           S-3 333-236659-01 April 8, 2020  
Carry Forward Securities Debt JPMC&C Guarantees of JPMCFC Debt Securities 415(a)(6)           S-3 333-236659 April 8, 2020  
Carry Forward Securities Other JPMC&C Guarantees of JPMCFC Warrants 415(a)(6)           S-3 333-236659 April 8, 2020  
Carry Forward Securities Unallocated (Universal) Shelf Unallocated (Universal) Shelf 415(a)(6)     $1,600,000,000 (7)     S-3 333-236659 and 333-236659-01 April 8, 2020 $207,680 (7)
  Total Offering Amounts   $125,157,168,784   $13,616,000        
  Total Fees Previously Paid       $11,020,000        
  Total Fee Offsets      

$2,596,000

(7)

        
  Net Fee Due       $0        

 

 

Table 2: Fee Offset Claims and Sources

 

  Registrant or Filer Name Form or Filing Type File Number Initial Filing
Date		 Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC S-3 333-236659 and 333-236659-01 February 26, 2020   $2,596,000 (7)       $20,000,000,000 (7)  
Fee Offset Sources JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC S-3 333-236659 and 333-236659-01   February 26, 2020           $6,490,000

 

(1)This Registration Statement also relates to offers and sales of an unspecified amount of debt securities, warrants, units and purchase contracts, together with any accompanying guarantees, in connection with market-making transactions by and through the affiliates of the Registrants, including J.P. Morgan Securities LLC. These securities consist of an unspecified amount of such securities that are initially being registered, and will initially be offered and sold, under this Registration Statement and an unspecified amount of such securities that were initially registered, and were initially offered and sold, under registration statements previously filed by JPMorgan Chase & Co. with the following file numbers: 333-199966, 333-177923, 333-155535 and 333-130051 and by JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC with the following file numbers: 333-209682, 333-209682-01, 333-222672, 333-222672-01, 333-236659 and 333-236659-01. All such market-making reoffers and resales of these securities that are made pursuant to a registration statement after the effectiveness of this Registration Statement are being made solely pursuant to this Registration Statement. Pursuant to Rule 457(q) under the Securities Act of 1933, as amended (the “Securities Act”), no separate registration fee is required for the registration of an indeterminate amount of securities to be offered solely for market-making purposes by affiliates of the Registrants. This Registration Statement also includes an unspecified amount of identified classes of securities as may be issued from time to time upon exercise, conversion or exchange of warrants being registered hereunder.

 

(2)The aggregate maximum offering price of all securities issued by the Registrants pursuant to this Registration Statement shall not exceed $125,157,168,784 in U.S. dollars or the equivalent at the time of offering in any other currency. The proposed maximum aggregate offering price is estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act.

 

(3)Warrants of JPMorgan Chase & Co. may be issued together in units with any purchase contracts, debt securities issued by JPMorgan Chase & Co., debt obligations or other securities of an entity affiliated or not affiliated with JPMorgan Chase & Co., other property or any combination thereof.

 

(4)Warrants may entitle the holder (A) to purchase debt securities registered hereby, (B) to receive cash determined by reference to an index or indices, (C) in the case of warrants of JPMorgan Chase Financial Company LLC only, to receive cash determined by reference to currencies or (D) to purchase or sell securities issued by the Registrants or another entity, a basket of such securities or any combination of the above.

 

(5)Units may consist of one or more warrants, purchase contracts, debt securities issued by JPMorgan Chase & Co., debt obligations or other securities of an entity affiliated or not affiliated with JPMorgan Chase & Co., other property or any combination thereof.

 

(6)Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any guarantees of any other securities registered hereby.

 

(7)The Registrants previously registered securities on Form S-3 (File Nos. 333-236659 and 333-236659-01) filed on February 26, 2020, as amended by Pre-Effective Amendment No. 1 filed on April 8, 2020 (the “Prior Registration Statement”), for which the Registrants paid a registration fee, some of which securities remain unsold. The Registrants are hereby registering $23,557,168,784 additional securities on this Registration Statement using the registration fee of $2,596,000 paid in respect of some of those unsold securities of $20,000,000,000 from the Prior Registration Statement to offset the registration fee due on those additional securities pursuant to Rule 457(p) under the Securities Act (“Rule 457(p)”). The Registrants are also including the remaining unsold securities of $1,600,000,000 from the Prior Registration Statement in this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act (“Rule 415(a)(6)”). The registration fee of $207,680 relating to the $1,600,000,000 of unsold securities included in this Registration Statement pursuant to Rule 415(a)(6) will continue to be applied to those unsold securities registered pursuant to this Registration Statement, and no additional registration fee is being paid. Pursuant to Rule 415(a)(6), the offering of such unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. The Registrants hereby confirm that the offerings of the unsold securities associated with the claimed fee offset pursuant to Rule 457(p) have been completed or terminated.