Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Assured Guaranty Ltd.
(Exact Name of Registrant as Specified in its Charter)
Assured Guaranty US Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Assured Guaranty Municipal Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward 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 | Equity | Common Shares of Assured
Guaranty Ltd. (1)(2)(3) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Equity | Preferred Shares of Assured
Guaranty Ltd. (1)(2)(4) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Equity | Depositary Shares of Assured
Guaranty Ltd. (1)(2)(5) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Debt | Debt Securities of Assured
Guaranty Ltd. (1)(2)(6) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Equity | Warrants to Purchase Common or Preferred Shares of Assured Guaranty Ltd. (1)(2) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Debt | Warrants to Purchase Debt Securities of Assured Guaranty Ltd. (1)(2) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Equity | Share Purchase Contracts of Assured Guaranty Ltd. (1)(2) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Equity | Share Purchase Units of Assured
Guaranty Ltd. (1)(2)(7) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Debt | Debt Securities of Assured Guaranty
US Holdings Inc. (1)(2)(6) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Debt | Guarantee of Debt Securities of Assured Guaranty US Holdings Inc. by
Assured Guaranty Ltd. (1)(2)(8) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Debt | Debt Securities of Assured Guaranty Municipal Holdings Inc. (1)(2)(6) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Debt | Guarantee of Debt Securities of Assured Guaranty Municipal Holdings Inc. by Assured Guaranty Ltd. (1)(2)(8) | Rule 456(b) and Rule 457(r) (2) | (1) | (1) | (1) | (2) | (2) | | | | |
| Fees Previous Paid | N/A | N/A | N/A | N/A | N/A | N/A | | N/A | | | | |
| Carry Forward Securities |
Carry Forward
Securities | N/A | N/A | N/A | N/A | | N/A | | | N/A | N/A | N/A | N/A |
| Total Offering Amounts | | N/A | | N/A | | | | |
| Total Fees Previously Paid | | | | N/A | | | | |
| Total Fee Offsets | | | | N/A | | | | |
| Net Fee Due | | | | N/A | | | | |
(1)An indeterminate number or amount of common shares, preferred shares, depositary shares, debt securities, warrants, stock purchase contracts and stock purchase units of Assured Guaranty Ltd., and debt securities of Assured Guaranty US Holdings Inc.
and Assured Guaranty Municipal Holdings Inc. as may from time to time be issued at indeterminate prices. Securities registered, referred to as the offered securities, may be sold separately, together or as units with other offered securities. Unless otherwise indicated in an amendment to this filing, no separate consideration will be received for common shares, preferred shares or debt securities that are issued by Assured Guaranty Ltd., Assured Guaranty US Holdings Inc. or Assured Guaranty Municipal Holdings Inc. upon conversion or exchange of debt securities, preferred shares or depositary shares registered under this registration statement.
(2)The registrants are relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. In connection with the securities offered hereby, the Registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(3)Also includes the presently indeterminate number of common shares as may be issued by Assured Guaranty Ltd. (a) upon conversion of or exchange for any debt securities or preferred shares that provide for conversion or exchange into common shares, (b) upon exercise of warrants to purchase common shares or (c) pursuant to stock purchase contracts.
(4)Also includes the presently indeterminate number of preferred shares as may be issued by Assured Guaranty Ltd. (a) upon conversion of or exchange for any debt securities that provide for conversion or exchange into preferred shares, (b) upon exercise of warrants to purchase preferred shares or (c) pursuant to stock purchase contracts.
(5)To be represented by depositary receipts representing an interest in all or a specified portion of a common share or preferred share.
(6)Subject to note (1), an indeterminate principal amount of debt securities, which may be senior or subordinated.
(7)Each stock purchase unit consists of (a) a stock purchase contract under which the holder, upon settlement, will purchase an indeterminate number of common shares and (b) a beneficial interest in debt securities, preferred securities or debt obligations of third parties purchased with the proceeds from the sale of the stock purchase units. Each beneficial interest will be pledged to secure the obligation of the holder to purchase the common shares. No separate consideration will be received for the stock purchase contract or the related beneficial interests.
(8)No separate consideration will be received for the guarantees of the debt securities issued by Assured Guaranty US Holdings Inc. or Assured Guaranty Municipal Holdings Inc.
