S-3 424B5 EX-FILING FEES 333-263301 0000930236 REDWOOD TRUST INC Y N 0000930236 2025-01-15 2025-01-15 0000930236 1 2025-01-15 2025-01-15 0000930236 1 2025-01-15 2025-01-15 0000930236 2 2025-01-15 2025-01-15 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

REDWOOD TRUST INC

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 1 Debt 9.125% Senior Notes due 2030 457(r) 103,500,000 $ 103,500,000.00 0.0001531 $ 15,845.85
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 103,500,000.00

$ 15,845.85

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 15,845.85

Net Fee Due:

$ 0.00

Offering Note

1

Includes $13,500,000 aggregate principal amount of 9.125% Senior Notes due 2030 that may be offered and sold pursuant to the exercise in full of the underwriters' option to purchase additional notes to cover over-allotments.

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 1 REDWOOD TRUST INC S-3 333-263301 03/04/2022 $ 15,845.85 Unallocated (Universal) Shelf $ 612,810.65
Fee Offset Sources SEQUOIA RESIDENTIAL FUNDING INC S-3 333-185882-01 03/21/2013 $ 612,810.65

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

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, January 19, 2024 and June 14, 2024, the Registrant filed prospectus supplements and offset filing fees then due by $13,798, $8,237.45, $8,856, $14,427.90, respectively. As a result, a filing fee offset of $612,810.65 remains available to offset the current filing fee. The Registrant is offsetting the filing fee due under this prospectus supplement by $15,845.85, with $596,964.80 remaining to be applied to future filings from this fee offset source.

Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $103,500,000.00. The prospectus is a final prospectus for the related offering.