Document

Exhibit 107.1

Calculation of Filing Fee Table

S-3

(Form Type)

Heritage Financial Corporation

(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(1)

Proposed Maximum Offering Price Per Unit(1)

Maximum Aggregate Offering Price(1)

Fee Rate(2)

Amount of Registration Fee(2)

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 Stock, no par value per share(3)

456(b) and 457(r)

Fees to Be Paid

Equity

Preferred Stock, no par value per share(3)

456(b) and 457(r)

Fees to Be Paid

Debt

Debt Securities(4)

456(b) and 457(r)

Fees to Be Paid

Other

Warrants(5)

456(b) and 457(r)

Fees to Be Paid

Other

Subscription Rights(6)

456(b) and 457(r)

Fees to Be Paid

Other

Stock Purchase Contracts

456(b) and 457(r)

Fees to Be Paid

Other

Stock Purchase Units

456(b) and 457(r)

Fees to Be Paid

Other

Depositary Shares(7)

456(b) and 457(r)

Fees Previously Paid

N/A

Carry Forward Securities

N/A

Total Offering Amounts

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

N/A

(1) An indeterminate amount of securities as may from time to time to be issued at indeterminate prices is being registered pursuant to this registration statement.

(2) In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.

(3) Shares of common stock or preferred stock may be issued in primary offerings, upon conversion of debt securities or preferred stock registered hereby or upon the exercise of warrants or subscription rights to purchase preferred stock or common stock.

(4) The debt securities being registered hereunder will consist of one or more series of senior debt securities or subordinated debt securities, or any combination thereof, as more fully described herein.

(5) Warrants exercisable for common stock, preferred stock, debt securities or other securities.

(6) The depositary shares registered hereunder will be evidenced by depositary receipts issued pursuant to a deposit agreement. If the registrant elects to offer to the public fractional interests in shares of preferred stock, then depositary receipts will be distributed to those persons purchasing the fractional interests and the shares will be issued to the depositary under the deposit agreement.

(7) Subscription rights evidencing the right to purchase common stock or other securities.