UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4561 DIVISION OF CORPORATION FINANCE March 15,2012 Martin P. Dunn O'Melveny & Myers LLP
[email protected] Re: JPMorgan Chase & Co. Incoming letter dated January 10,2012 Dear Mr. Dunn: This is in response to your letters dated January 10,2012 and February 21,2012 concerning the shareholder proposal submitted to JPMorgan Chase by the Nathan Cummings Foundation, the Northwest Women Religious Investment Trust, the Sisters of the. Holy Names of Jesus and Mary, the Benedictine Sisters of Mount St. Scholastica, Benedictine Sisters ofMonasteria Pan de Vida, and Trillium Asset Management Corporation on behalf of the Schuyler B. Crawford Trust. We also have received a letter from the proponents dated February 6, 2012. Copies of all ofthe correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfinlcf-noactionl14a-8.shtml. For your reference, a brief discussion of the Division's informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, TedYu Senior Special Counsel Enclosure cc: Laura Campos The Nathan Cummings Foundation
[email protected] Shelley Alpern Trillium Asset Management Corporation
[email protected] March 15,2012 Response of the Office of Chief Counsel Division of Corporation Finance Re: JPMorgan Chase & Co. Incoming letter dated January 10,2012 The proposal requests that a committee ofindependent directors ofthe board assess how the company is responding to risks, including reputational risks, associated with the high levels ofsenior executive compensation at the company and report to shareholders.