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CORRESP
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CORRESP

 March 17, 2015

Stephanie J. Ciboroski

 Senior Assistant Chief Accountant

United States Securities and Exchange Commission

 Washington,
D.C. 20549

Re:
Canadian Imperial Bank of Commerce

 Form 40-F for Fiscal Year Ended October 31,
2014

 Filed December 4, 2014

File No. 001-14678

 Dear
Ms. Ciboroski:

 Thank you for your letter dated March 3, 2015, addressed to Kevin Glass of Canadian Imperial Bank of Commerce (“we”,
“us”, “CIBC” or “the Company”), setting forth comments of the staff of the United States Securities and Exchange Commission (the “staff”) on CIBC’s Form 40-F for the fiscal year ended October 31,
2014 filed on December 4, 2014.

 We appreciate the effort that went into your comments. We have provided our responses in the order your comments
appeared in the comment letter, which we have reproduced in bold face text. Our responses follow each comment or bullet, as applicable.

 Form 40-F
for Fiscal Year Ended October 31, 2014

 Exhibit 99.B.3(C)

Management’s Discussion and Analysis, page 1

Financial Performance Overview, page 5

Non-interest income, page 7

1.
We note that investment management and custodial fees increased 43 percent from the prior year due to the growth of client assets and the acquisition of Atlantic Trust. We also note from your disclosure on page 5
that your assets under administration (AUA) have significantly increased from the prior year to $1.7 trillion and these amounts include the full amount of AUA you co-manage with the Bank of New York Mellon through a joint venture arrangement. Please
address the following:

 1

•

We note from your disclosure on page 116 that you refer to the managed assets obtained from Atlantic Trust as assets under management (AUM). However, you describe the AUM acquired from Atlantic Trust on page 21 as
“funds managed and assets under administration” (within your private wealth management disclosure). Tell us and revise future filings to clearly disclose all AUA and AUM amounts.

Assets under Administration (AUA) and Assets under Management (AUM) are defined by CIBC in the Glossary on page 168 of our 2014 Annual Report. As the Glossary
is not included within our filing with the SEC, we will revise future annual filings to include the Glossary.

 AUA is defined in the Glossary as
“assets administered by CIBC that are beneficially owned by clients and are, therefore, not reported on the consolidated balance sheet. Services provided by CIBC are of an administrative nature, such as the safekeeping of securities, collection
of investment income, and the settlement of purchase and sale transactions. AUA also include actively managed client assets that are classified as assets under management.”

AUM is defined in the Glossary as “Assets managed by CIBC that that are beneficially owned by clients and are, therefore, not reported on the
consolidated balance sheet. The service provided in respect of these assets is discretionary portfolio management on behalf of the clients. AUM amounts are included in the amounts reported under AUA.”

Based on the above definitions, the $1.7 trillion of “Assets under administration” disclosed in the Financial performance overview section on page 5
of the MD&A is inclusive of AUM.

 We disclose the total of loans and deposits held and AUA administered by Private Wealth Management ($54.9 billion as
at October 31, 2014) in “Funds managed and Assets under administration – Private Wealth Management” on page 21 of the MD&A. As noted above, AUA is inclusive of AUM. Of this total, Atlantic Trust had approximately $34 billion
in AUA as at October 31, 2014, inclusive of AUM of approximately $29 billion (nil for loans and deposits). We will revise our disclosure in future annual filings to define Funds managed, and to more clearly indicate what is included in Funds
managed and Assets under administration – Private Wealth Management.

•

 We note from your disclosure on page 97 that you account for all joint ventures under the equity method. Therefore, it appears that

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your Bank of New York Mellon joint venture income is not recognized under the same revenue recognition principle as your management and custodial fees. Related to the previous bullet point, tell
us and revise your disclosure on page 5 to disaggregate all AUA and AUM that are co-managed with Bank of New York Mellon.

 The total
AUA of $1.7 trillion referenced above includes approximately $1.3 trillion in custodial and sub-custodial assets that are administered by a 50/50 joint venture between CIBC and the Bank of New York Mellon (CIBC Mellon). The $1.3 trillion represents
the full contract amount (i.e. 100%) of assets under administration by CIBC Mellon. We will revise our disclosure in future quarterly and annual filings to separately disclose the AUA that are under administration by CIBC Mellon. There is no AUM in
the joint venture.

 CIBC accounts for our joint venture interest in CIBC Mellon using the equity method of accounting, whereby we recognize our
proportionate share of their after-tax net income and comprehensive income in our Consolidated statement of income and Consolidated statement of comprehensive income, respectively. Our proportionate share of the net income of CIBC Mellon is
presented in our Consolidated statement of income as a single line item Income from equity-accounted associates and joint ventures.

•

Clarify in your disclosure, if true, that your investment management fees are based on your AUM and your custodial fees are based on your AUA.

•

Related to the previous bullet point, revise future filings to clarify the amount of revenue earned from investment management services and the amount earned from custodial services. Separately discuss in your
MD&A the drivers of change for each.

 Investment management fees are driven by various factors including, but not limited to, the
amount of AUM. Investment management fees in our asset management and private wealth management businesses are generally driven by the amount of AUM, while investment management fees in our retail brokerage business are driven by a combination of
the amount of AUA and, to a lesser extent, other factors unrelated to the amount of AUA (e.g. flat fees on a per account basis).

 Custodial fees represent
less than 10 percent of the Investment management and custodial fees line item. While a portion of custodial fees are driven by the amount of AUA, the majority of custodial fees are driven by factors that are unrelated to the amount of AUA
(e.g. safety deposit box fees and administrative fees). As noted above, our proportionate share of custodial fees earned by CIBC Mellon are included within the Income from equity-accounted investments in associates and

 3

joint ventures line item.

 We will revise our disclosure in future annual filings to indicate
that our proportionate share of CIBC Mellon’s custodial fees are included within the line item Income from equity-accounted investments in associates and joint ventures, and that custodial fees recognized directly by CIBC are included in
Investment management and custodial fees. As custodial fees do not represent a significant component of the Investment management and custodial fees line item, we do not intend to separately disclose the amounts of investment
management and custodial fees. However, we will provide a more fulsome discussion in our annual disclosure of the drivers of the change in the amount of investment management and custodial fees recognized, including providing a greater link to
changes in AUM and AUA where appropriate.

•

Provide a roll-forward of your AUM by investment strategy (i.e. equities, fixed income, cash, et al) that separately presents gross client inflows, gross client outflows, inflows from acquisitions, market
appreciation/(depreciation), and foreign currency translation adjustments.

•

Provide your ending AUA balances by financial instrument mix (e.g. equities, fixed income, cash, et al) and geographic mix (e.g. Canada, United States, et al).

The following is a roll-forward of consolidated AUM for the fiscal year ended October 31, 2014:

 $ billions

Total

 Opening balance as at October 31, 2013

97

 Add:

 Gross client inflows

30

 Inflows from acquisitions

25

 Market appreciation

8

 Foreign exchange translation adjustments

2

 Less:

 Gross client outflows

(22
)

 Ending balance as at October 31, 2014

140

 The ending AUM of $140 billion as at October 31, 2014 includes $139.6 billion of AUM of our Retail Brokerage, Asset
Management and Private Wealth Management businesses, which is included within our Wealth Management strategic business unit, as well as $0.4 billion of AUM included within Corporate and Other. We will revise future annual disclosures to more clearly
indicate the amount of AUM of our various Wealth Management businesses.

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 We do not monitor and track gross inflows and
outflows of AUM by investment strategy (e.g. equities, fixed income) and therefore a roll-forward on this basis is not available.

 The following is a
breakdown of the AUA (inclusive of AUM) as at October 31, 2014 by significant investment strategy (financial instrument mix):

$ billions, as at October 31, 2014

Equities

Fixed
income

Mutual
funds

Other

Total

 CIBC administered assets

122

53

185

11

371

 CIBC Mellon administered assets

745

534

—

68

1,347

 Total AUA

867

587

185

79

1,718

 The following is a breakdown of the AUA (inclusive of AUM) as at October 31, 2014 by geographical mix, which is based on
the location in which the assets are administered.

$ billions, as at October 31, 2014

Canada

US

International

Total

 CIBC administered assets

280

34

57

371

 CIBC Mellon administered assets

1,347

—

—

1,347

 Total AUA

1,627

34

57

1,718

•

Explain to us how each of these fees is calculated. In your response, tell us if you record these fees based on average or ending balances, and if based on average balances, please consider presenting average
AUM/AUA.

 As noted above, custodial fees are not a significant component of the Investment management and custodial fees
line item and are generally driven by factors unrelated to AUM and AUA. Investment management fees are largely driven by a combination of AUM and AUA, and in general these fees are calculated based on monthly or quarterly ending balances. As a
result, we do not intend to disclose average balances.

 Accounting and Control Matters, page 73

Valuation of Financial Instruments, page 73

2.
We note your adoption of a funding valuation adjustment (FVA) in the amount of $112 million during the fourth quarter of 2014. Your disclosure indicates that you have excluded the FVA adjustment from the table on
page 74 that presents your fair value adjustments because the FVA adjustment is considered integral to your valuation process. Please respond to the following:

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•

In light of your disclosure on page 73 that the impact of FVA is to reduce the fair value of uncollateralized derivative assets “incremental to the reduction in fair value of credit risk already reflected
through CVA” and credit risk is one of the fair value adjustments you disclose on page 74, please tell us why you don’t believe this is the type of adjustment that would be reflected as part of your fair value adjustments.

 We do not believe that the FVA represents a valuation adjustment because its adoption represents the replacement of
the LIBOR curve with the estimated market cost of funding curve as the discount rate in the base valuation of uncollateralized derivatives. In our view, valuation adjustments represent only those adjustments that are required to be applied on
top of the base valuation of derivatives (such as CVA) in order to arrive at the estimated exit price. While not shown in the valuation adjustment table on page 74, FVA is fully reflected in the fair value of the derivatives on our consolidated
balance sheet.

•

To the extent that you continue to believe it is appropriate to disclose FVA as part of your fair value adjustments on page 74, please tell us whether you plan to continue to disclose the effect of FVA in future
filings.

 We do not believe disclosing the ongoing affect of the application of FVA [the difference between the use of LIBOR
and estimated market cost of funding] in future filings is a meaningful metric to users because we consider the FVA to be an integral part of our base valuation, just like any other market input, rather than a valuation adjustment. However, if
we were to materially change the methodology used to estimate the market cost of funding, we would disclose the impact at that time.

 Exhibit
99.B.3(B)

 Note 2 – Fair Value Measurement, page 107

Fair Value of Financial Instruments, page 110

3.
We note that you have $4.9 billion of business and government loans carried at fair value through net income. We also note from your disclosure on page 108 that you separately present the fair value of any credit
derivatives used to manage the credit risk associated with these loans. Please refer to paragraph 9 of IFRS 7 and respond to the following:

 6

•

Tell us and revise future filings to disclose the current period and cumulative change in fair value that is attributable to the credit risk of these loans.

•

Clarify if the change in fair value is classified as part of trading income (loss), and if not, disclose which line item the change is classified within.

•

Tell us and revise future filings to disclose the amount of credit loss exposure that is mitigated through your use of credit derivatives and include in your disclosure the current period and cumulative change
in fair value of these instruments.

 Our disclosure on page 108 that referenced credit derivatives was describing the method we use to
estimate the fair values of our amortized cost loans. The disclosure was only meant to clarify that the fair value of our amortized loans is not adjusted for the value of any credit derivatives used to manage the credit risk associated with them. As
at October 31, 2014, only $400 million of loans carried at amortized cost were economically hedged by credit derivatives. The fair value of the credit derivatives hedging these loans was $6 million and the related $2 million negative
change in fair value for the year ended at October 31, 2014 was recognized in the consolidated statement of income in the Trading income (loss) line.

As at October 31, 2014, we did not have any loans that we had designated at fair value through P&L. As a result, the disclosure required by paragraph
9 of IFRS 7 was not applicable to us.

 The $4.9 billion of business and government loans that were carried at fair value through net income as at
October 31, 2014 were mainly comprised of short-term bankers acceptances that we classify as trading loans (i.e. not loans designated at fair value through P&L) as we buy and sell them on a frequent basis for short-term profit taking
purposes. We do not use credit derivatives to economically hedge these loans.

 Note 6 – Structured Entities and Derecognition of Financial
Assets, page 122

 Single-Seller and Multi-Seller Conduits, page 122

4.
We note your disclosure that you manage and administer a single-seller conduit and several CIBC-sponsored non-consolidated multi-seller conduits in Canada. Your disclosure also states that the sellers to the conduits
may continue to service the assets and may be exposed to credit losses realized on these assets, typically through

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 the provision of
over-collateralization or another form of retained interest. Please respond to the following:

•

In circumstances where the sellers to the conduits do not service the assets or are not exposed to credit losses realized on the assets, tell us whether you have any rights or responsibilities with respect to
servicing the assets or realizing the credit losses through your credit facilities.

 The purpose and design of the si