Redwood Trust (RWT) 424B5 Prospectus supplement for primary offering

Exhibit 107

Calculation of Filing Fee Tables

Form 424B5
(Form Type)

Redwood Trust, 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 Security

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

Debt

9.00% Senior Notes due 2029

457(r)

97,750,000(1)

100%

$97,750,000

0.00014760

$14,427.90

Fees Previously Paid

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

$97,750,000

$14,427.90

Total Fees Previously Paid

N/A

Total Fee Offsets

$14,427.90

Net Fee Due

$0.00

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
	Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
	Rule 457(p)
Fee Offset Claims	Redwood Trust, Inc.	S-3ASR	333-263301	March 4, 2022		$14,427.90	Unallocated (Universal)	(2)	(2)	(2)
Fee Offset Sources	SEQUOIA RESIDENTIAL FUNDING INC.	S-3	333-185882-01		March 21, 2013						$627,238.55(2)

(1)

Includes $12,750,000 aggregate principal amount of 9.00% Senior Notes due 2029 that may be offered and sold pursuant to the exercise in full of the underwriters’ option to purchase additional notes to cover over-allotments.

(2)

On March 4, 2022, the Registrant filed a Registration Statement on Form S-3 (Registration No. 333-263301) and, in accordance with Rules 456(b) and 457(r) under the Securities Act, deferred payment of the entire registration fee, except for $658,130 of unused filing fees (the “Unused Filing Fees”) previously paid with respect to unsold securities having an aggregate initial offering price of $4,825,005,547 in connection with the filing of Registration Statement on Form S-3 (Registration No. 333-185882-01), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on January 4, 2013, and Registration Statement on Form S-3 (Registration No. 333-189370), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on June 14, 2013. Offerings under these prior registration statements were completed and the registration statements expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form SF-3 (Registration No. 333-211339), which was initially filed by Sequoia Residential Funding, Inc. on May 13, 2016. No offerings under this prior registration statement were completed and the registration statement expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-231338), initially filed by Redwood Trust, Inc. on May 9, 2019 and amended on March 12, 2021. Offerings under this prior registration statement were completed and, pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees will be applied to the fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-263301) and its related prospectus supplements on a pay-as-you-go basis. On March 4, 2022, January 12, 2023 and January 19, 2024, the Registrant filed prospectus supplements and offset filing fees then due by $13,798, $8,237.45 and $8,856, respectively. As a result, a filing fee offset of $627,238.55 remains available to offset the current filing fee. The Registrant is offsetting the filing fee due under this prospectus supplement by $14,427.90, with $612,810.65 remaining to be applied to future filings from this fee offset source.

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