Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables(1)

 

Form F-10    Form F-3
(Form Type)    (Form Type)

Brookfield Corporation

Brookfield Finance Inc.

Brookfield Finance II Inc.

   

Brookfield Capital Finance LLC

Brookfield Finance II LLC

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) plc

(Exact Name of Registrant as Specified in its Charter)    (Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

                         
    

Security

Type

  

Security

Class

Title

  

Fee

Calculation

or Carry

Forward

Rule

  

Amount

Registered

  

Proposed

Maximum

Offering

Price Per

Unit

  

Maximum

Aggregate

Offering

Price

  

Fee

Rate

  

Amount of

Registration

Fee

  

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   Unallocated (Universal) Shelf   Unallocated (Universal) Shelf   457(o)   (2)   (2)   $3,500,000,000   0.0001476   $516,600(3)          
                   
     Total Offering Amounts     $3,500,000,000     $516,600          
                   
     Total Fees Previously Paid         N/A          
                   
     Total Fee Offsets         $139,050          
                   
     Net Fee Due               $377,550                

 

(1)

Given that the SEC requires two separate submissions for the F-10 and the F-3, please note that all the fees are being paid by the F-10 submission.

(2)

There are being registered under this registration statement on Forms F-10 and F-3 (this “Registration Statement”) such indeterminate number of (i) debt securities of Brookfield Corporation (formerly known as Brookfield Asset Management Inc.) (“BN”), Brookfield Finance Inc. (“BFI”), Brookfield Finance II Inc. (“BFI II”), Brookfield Capital Finance LLC (“BCF”), Brookfield Finance (Australia) Pty Ltd (the “AUS Issuer”) and Brookfield Finance I (UK) plc (the “UK Issuer”); (ii) guarantees by BN of the debt securities issued by BFI, BFI II, BCF, the AUS Issuer and the UK Issuer; (iii) Class A Preference Shares issuable by BN (“BN Preference Shares”) and Class A Limited Voting Shares (“BN Class A Shares”) issuable by BN or to be resold by selling securityholders; (iv) preferred shares representing limited liability company interests (the “US Preferred Shares”) in Brookfield Finance II LLC (“BFL II”); and (v) guarantees by BN of the US Preferred Shares issued by BFL II, in each case, in offerings from time to time at indeterminate prices, with the maximum aggregate public offering price not to exceed $3,500,000,000 (in U.S. dollars or the equivalent thereof in non-U.S. currencies). Any securities registered by this Registration Statement may be sold separately or as units with other securities registered under this Registration Statement. The proposed maximum initial offering price per security will be determined, from time to time, by the applicable registrant(s) and/or the selling securityholders in connection with the sale of such securities. In addition, pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the BN Class A Shares being registered hereunder include such indeterminate number of such securities as may be issuable with respect to the BN Class A Shares as a result of stock splits, stock dividends, or similar transactions.

(3)

The guarantees being registered hereon are being sold without separate consideration. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee for the guarantees is payable.

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   Brookfield Corporation(1) and the Co-Registrants   F-10 and  F-3   333-267243 and 333-267244   September 2, 2022     $139,050   Unallocated (Universal) Shelf   (2)   (2)   $1,500,000,000    
                       
Fee Offset Sources   Brookfield Corporation(1) and the Co-Registrants   F-10 and  F-3   333-267243 and 333-267244       September 2, 2022                       $139,050 (2)

 

(1)

Formerly known as Brookfield Asset Management Inc.

(2)

BN, together with BFI, BFI II, BCF, the AUS Issuer, the UK Issuer and BFL II (such additional registrants, other than BN, the “Co-Registrants”), previously filed a registration statement on Form F-10/Form F-3 (File Nos. 333-267243 and 333-267244), initially filed on September 2, 2022, as amended on September 16, 2022 and declared effective on September 20, 2022 (the “September 2022 Registration Statement”), which registered an indeterminate number of securities to be sold by the registrants and had an aggregate initial offering price not to exceed US$3,500,000,000. The September 2022 Registration Statement was not fully used, resulting in $1,500,000,000 as the unsold aggregate offering amount. This unused amount represents approximately 42.9% of the $324,450 of the registration fees on the September 2022 Registration Statement and results in a fee offset of $139,050. The registrants have terminated or completed any offerings that included the unsold securities under the September 2022 Registration Statement.