Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANY

INTO A

DOMESTIC CORPORATION

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6,

Section 18-209 of the Delaware Limited Liability Company Act, the undersigned

corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is JPMorgan Chase & Co., a Delaware

Corporation, and the name of the limited liability company being merged into this surviving

corporation is Gregory/Madison Avenue LLC.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed

and acknowledged by the surviving corporation and the merging limited liability

company.

THIRD: The name of the surviving corporation is JPMorgan Chase & Co.

FOURTH: The merger is to become effective on December 19, 2016.

FIFTH: The Agreement of Merger is on file at 4 Chase Metrotech Center, Floor 22

Brooklyn, NY 11245-001, the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation

on request, without cost, to any stockholder of any constituent corporation or member of

any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be [its]

Certificate of Incorporation.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by

an authorized officer, the 14^th day of December, A.D., 2016.

By: /s/ Aisling DeSola

                             Authorized Officer

Name: Aisling DeSola

Print or Type

Title: Assistant Secretary

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