10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2003 OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from __________ to _________.

Commission File Number: 333-100520

SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated December 1, 2002, providing for the issuance of the Sequoia Mortgage Trust 12, Mortgage Pass-Through Certificates)

SEQUOIA RESIDENTIAL FUNDING, INC.

(Exact Name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 35-2170972
(I.R.S. employer identification no.)

One Belvedere Place
Suite 330
Mill Valley, CA
(Address of principal executive offices) 94941
(Zip code)

(415) 389-7373

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:	Securities registered pursuant to Section 12(g) of the Act:
None (Title of class)	None (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No x

State the aggregate market value of the voting stock held by non-affiliates of Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of the last business day of the Registrant’s most recently completed second fiscal quarter:

Not Applicable

Documents incorporated by reference:

Not Applicable

SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 12, MORTGAGE PASS-THROUGH CERTIFICATES

INDEX

		Page
PART I			3
	ITEM 1-BUSINESS		3
	ITEM 2-PROPERTIES		3
	ITEM 3-LEGAL PROCEEDINGS		3
	ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		3
PART II			3
	ITEM 5-MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS		3
	ITEM 6-SELECTED FINANCIAL DATA		3
	ITEM 7-MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		3
	ITEM 7A-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		3
	ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		3
	ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		3
	ITEM 9A-CONTROLS AND PROCEDURES		4
PART III			4
	ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT		4
	ITEM 11-EXECUTIVE COMPENSATION		4
	ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		4
	ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		5
	ITEM 14-PRINCIPAL ACCOUNTANT FEES AND SERVICES		5
PART IV			6
	ITEM 15-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K		6
SIGNATURES			8
CERTIFICATION			9
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT			10
INDEX TO EXHIBITS			10
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4

2

PART I

ITEM 1 — BUSINESS

     Not Applicable.

ITEM 2 — PROPERTIES

     Sequoia Residential Funding, Inc. (the “Depositor”) will furnish information regarding the Mortgaged Properties by reference to the Annual Compliance Certificates to be filed herein under Item 15.

ITEM 3 — LEGAL PROCEEDINGS

     The Depositor is not aware of any material pending legal proceedings involving either the Mortgage Pass-Through Certificates, the Sequoia Mortgage 12 Trust (the “Trust); the Pooling and Servicing Agreement; the Trustee; the Depositor; the Seller; the Master Servicer or the Servicers which relates to the Trust.

ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter has been submitted to a vote of the holders of beneficial interests in the Trust through the solicitation of proxies or otherwise.

PART II

ITEM 5 — MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     To the best knowledge of the Depositor, there is no established public trading market for the Certificates.

     The Certificates issued by the Trust are held by the Depository Trust Company (“DTC”) which in turn maintains records of holders of beneficial interests in the Certificates. Based on information obtained by the Trust from DTC, as of December 31, 2003, there were eighteen (18) holders of the Class A Certificates, one (1) holder of the Class X-1 Certificates, one (1) holder of the Class X-2 Certificates, one (1) holder of the Class B-1 Certificates, one (1) holder of the Class B-2 Certificates, one (1) holders of the Class B-3 Certificates.

ITEM 6 — SELECTED FINANCIAL DATA

     Not Applicable.

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Not Applicable.

ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not Applicable.

ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

     Not Applicable.

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     There were no changes of accountants or disagreements on accounting or financial disclosures between the Depositor and its accountants.

3

ITEM 9A — CONTROLS AND PROCEDURES

     Not Applicable.

PART III

ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Not Applicable.

ITEM 11 — EXECUTIVE COMPENSATION

     Not Applicable.

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Depositor is a Delaware corporation and indirect wholly-owned subsidiary of Redwood Trust, Inc. The Trust is a grantor trust established under the Pooling and Servicing Agreement.

     The following table sets forth (i) the name and address of each entity owning more than 5% of the outstanding principal amount of each class of the Pass-Through Certificates; (ii) the principal amount of each class of the Pass-Through Certificates owned by each and (iii) the percent that the principal amount of each class of the Pass-Through Certificates owned by such entity represents of the outstanding principal amount of such class of Pass-Through Certificates. The information set forth in the table for the Certificates is based upon information obtained by the Trust from DTC and represents ownership of beneficial interest in the Certificates held by DTC. The Depositor is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Certificates.

Class A

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211	$	191,006,000		17.68	%
JP Morgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254	$	232,920,000		21.56	%
The Bank of New York One Wall Street New York, NY 10286	$	203,755,000		18.86	%
The Bank of New York/Wachovia Bank N.A. One Wall Street New York, NY 10286	$	147,590,000		13.66	%
Citibank 3800 Citibank Center B3-15 Tampa, FL 33610	$	227,000,000		21.02	%

Class X-1

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Wells Fargo Bank N.A. Issuer Services c/o ADP Proxy Services Edgewood, NY 11717	$	249,714,339		100.00	%

4

Class X-2

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Wells Fargo Bank N.A. Issuer Services c/o ADP Proxy Services Edgewood, NY 11717	$	847,176,660		100.00	%

Class B-1

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
JP Morgan Chase Bank	$	16,815,000		100.00	%

Class B-2

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Wells Fargo Bank N.A. Issuer Services c/o ADP Proxy Services Edgewood, NY 11717	$	8,968,000		100.00	%

Class B-3

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Wells Fargo Bank N.A. Issuer Services c/o ADP Proxy Services Edgewood, NY 11717	$	6,165,000		100.00	%

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Not Applicable.

5

PART IV

ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

1.	Financial Statements:
	Not applicable.
2.	Financial Statement Schedules:
	Not applicable.
3.	Exhibits:

Exhibit No.		Description
	99.1	Statement of Compliance of the Servicer pursuant to Section 7.04(a) of The Master Servicing Agreement between RWT Holdings, Inc. (“RWT”) and Morgan Stanley Dean Witter Credit Corporation, dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/Morgan Servicing Agreement”).
	99.2	Report of Independent Accountant pursuant to Section 7.04(b) of the RWT/Morgan Servicing Agreement.
	99.3	Statement of Compliance of the Servicer pursuant to Section 6.04 of The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of August 1, 2002, between RWT and GreenPoint Mortgage Funding, Inc., as modified by the related Acknowledgements (the “RWT/GreenPoint Servicing Agreement”).
	99.4	Report of Independent Account pursuant to Section 6.05 of the RWT/GreenPoint Servicing Agreement.

(b) Reports on Form 8-K field during the last quarter of the period covered by this report.

DATE OF REPORTS ON FORM 8-K	ITEMS REPORTED/FINANCIAL STATEMENTS FILED
January 3, 2003	Report filing the Pooling and Servicing Agreement and the Tax Opinion
February 3, 2003	Trustee’s Monthly Report for the January Distribution to Certificateholders
March 12, 2003	Trustee’s Monthly Report for the February Distribution to Certificateholders
April 14, 2003	Trustee’s Monthly Report for the March Distribution to Certificateholders
May 7, 2003	Trustee’s Monthly Report for the April Distribution to Certificateholders
June 11, 2003	Trustee’s Monthly Report for the May Distribution to

6

	Certificateholders
July 7, 2003	Trustee’s Monthly Report for the June Distribution to Certificateholders
August 15, 2003	Trustee’s Monthly Report for the July Distribution to Certificateholders
September 12, 2003	Trustee’s Monthly Report for the August Distribution to Certificateholders
October 8, 2003	Trustee’s Monthly Report for the September Distribution to Certificateholders
November 7, 2003	Trustee’s Monthly Report for the October Distribution to Certificateholders
December 10, 2003	Trustee’s Monthly Report for the November Distribution to Certificateholders

7

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Depositor has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEQUOIA MORTGAGE FUNDING, INC.
	By:	/s/ Harold F. Zagunis
		Name:	Harold F. Zagunis
		Title:	Chief Financial Officer, Treasurer and Secretary
Date: April 22, 2004.

8

CERTIFICATION

     I, Harold F. Zagunis, Chief Financial Officer, Treasurer and Secretary of Sequoia Residential Funding, Inc., a Delaware corporation, hereby certify that:

     1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of the Certificates for periods included in the year covered by this annual report, of Sequoia Residential Funding, Inc.;

     2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

     3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing agreement, for inclusion in these reports is included in these reports;

     4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and

     5. The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing agreement, that is included in these reports.

     In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Morgan Stanley Dean Witter Credit Corporation, as Servicer, and GreenPoint Mortgage Funding, Inc., as Servicer.

Date: April 22, 2004

/s/ Harold F. Zagunis

Signature
Name: Harold F. Zagunis
Title: Chief Financial Officer, Treasurer and Secretary

9

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

     No annual report, proxy statement, proxy materials or otherwise were sent to Certificateholders.

INDEX TO EXHIBITS
Item 15(C)

Exhibit No.	Description
99.1	Statement of Compliance of the Servicer pursuant to Section 7.04(a) of The Master Servicing Agreement between RWT Holdings, Inc. (“RWT”) and Morgan Stanley Dean Witter Credit Corporation, dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/ Morgan Servicing Agreement”).
99.2	Report of Independent Accountant pursuant to Section 7.04(b) of the RWT/Morgan Servicing Agreement.
99.3	Statement of Compliance of the Servicer pursuant to Section 6.04 of The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of August 1, 2002, between RWT and GreenPoint Mortgage Funding, Inc., as modified by the related Acknowledgements (the “RWT/GreenPoint Servicing Agreement”).
99.4	Report of Independent Account pursuant to Section 6.05 of RWT/GreenPoint Servicing Agreement.

10

EX-99.1

Exhibit 99.1

MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION

Michael J. Gillespie
Accounting Director

Officer’s Certificate

Pursuant to the Servicing Agreement between Morgan Stanley Dean Witter Credit Corporation, formerly known as NOVUS Financial Corporation, as seller and servicer (referred to herein in such capacity as the “Servicer”, and Redwood Trust, Inc., as Owner, the undersigned, hereby states that:

           (1) A review of the activities of the Servicer and of its performance under the Servicing Agreement during the calendar year ended December 31, 2003 has been made under my supervision; and

           (2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period.

MORGAN STANLEY DEAN WITTER CREDIT CORPORATION
By
	Douglas J. Bush
Title	Director
Dated as of December 31, 2003
By
	David Bianucci
Title	Vice President
Dated as of December 31, 2003

2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903

EX-99.2

Exhibit 99.2

	Deloitte & Touche LLP Two Prudential Plaza 180 North Stetson Avenue Chicago, IL 60601-6710 USA
	Tel. +1 312 946 3000 Fax: +1 312 946 2600 www.deloitte.com

INDEPENDENT ACCOUNTANT’S REPORT

Morgan Stanley Dean Witter Credit Corporation
Riverwoods, Illinois

We have examined management’s assertion that Morgan Stanley Dean Witter Corporation’s (the Company) has complied as of and for the year ended December 31, 2003, with its established minimum servicing standards for the Redwood Trust Inc. described in the accompanying management’s assertion dated February 23, 2004. Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with its minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with its minimum servicing standards.

In our opinion, management’s assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2003, is fairly stated, in all material respects based on the criteria set forth in Appendix I.

February 23, 2003

Member of
Deloitte Touche Tohmatsu

MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION

February 23, 2004

MANAGEMENT’S ASSERTION

As of and for the year ended December 31, 2003, Morgan Stanley Dean Witter Credit Corporation (the “Company”) has complied, in all material respects, with the Company’s established minimum servicing standards for Redwood Trust Inc. as set forth in Appendix I (the “Standards”). The Standards are based on the Mortgage Banker’s Association of America’s Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, Morgan Stanley Dean Witter & Co. had in effect a fidelity bond in the amount of $20 million and errors and omissions policy in the amount of $5 million which the Company was covered.

Thomas F. White
President and Chief Executive Officer
& Director of Mortgage Lending

Martin W. Slusarz
SVP, Controller

 
 
2500 Lake Cook Road, Riverwoods, Illinois 60015

MORGAN STANLEY DEAN WITTER

CREDIT CORPORATION

APPENDIX I

MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA’S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS

I.	CUSTODIAL BANK ACCOUNTS
1.	Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall:
	o	be mathematically accurate;
	o	be prepared within forty-five (45) calendar days after the cutoff date;
	o	be reviewed and approved by someone other than the person who prepared the reconciliation; and
	o	document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification.
2.	Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor’s or a mortgagor’s account.
3.	Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor.
4.	Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. (Not Applicable)
II.	MORTGAGE PAYMENTS
1.	Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt.
2.	Mortgage payments made in accordance with the mortgagor’s loan documents shall be posted to the applicable mortgagor records within two business days of receipt.
3.	Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor’s loan documents.
4.	Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor’s loan documents.

 
 
2500 Lake Cook Road, Riverwoods, Illinois 60015

MORGAN STANLEY DEAN WITTER

CREDIT CORPORATION

III.	DISBURSEMENTS
1.	Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel.
2.	Disbursements made on behalf of a mortgagor or investor shall be posted within two business days to the mortgagor’s or investor’s records maintained by the servicing entity.
3.	Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. (Not Applicable)
4.	Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity’s funds and not charged to the mortgagor, unless the late payment was due to the mortgagor’s error or omission. (Not Applicable)
5.	Amounts remitted to investors per the servicer’s investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements.
6.	Unused checks shall be safeguarded so as to prevent unauthorized access.
IV.	INVESTOR ACCOUNTING AND REPORTING
1.	The servicing entity’s investor reports shall agree with, or reconcile to, investors’ records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity.
V.	MORTGAGOR LOAN ACCOUNTING
1.	The servicing entity’s mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis.
2.	Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider.
3.	Escrow accounts shall be analyzed, in accordance with the mortgagor’s loan documents, on at least an annual basis. (Not Applicable)
4.	Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (Not Applicable)

 
 
2500 Lake Cook Road, Riverwoods, Illinois 60015

MORGAN STANLEY DEAN WITTER

CREDIT CORPORATION

VI.	DELINQUENCIES
1.	Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity’s activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment).
VII.	INSURANCE POLICIES
1.	A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management’s assertion.

 
 
2500 Lake Cook Road, Riverwoods, Illinois 60015

  EX-99.3 5 f98343exv99w3.htm EXHIBIT 99.3

Exhibit 99.3

PO Box 84013
Columbus GA 31908-4013
Tel. 800.784.5566

To: RWT Holdings, Inc.

     Re: Annual Statement as to Compliance by the Seller

     Pursuant to Section 6.04 of the Mortgage Loan Flow Purchase, Sale, and Servicing Agreement between Greenpoint Mortgage Funding, Inc. as Seller (the “Seller”) and RWT Holdings, Inc. as Purchaser, dated as of August 1, 2002 (the “Agreement”), the undersigned officer of the Seller, hereby certifies as to the following:

     (i) a review of the activities of the Seller during the calendar year ended December 31, 2003 (the “Applicable Period”) and of the Seller’s performance under the Agreement has been made under the direct supervision of the undersigned officer; and

     (ii) to the best knowledge of the undersigned officer, based on such review, the Seller has fulfilled all of its obligations under the Agreement throughout the Applicable Period, and there has been no known default in the fulfillment of the Seller’s obligations throughout such Applicable Period.

Very Truly Yours

GREENPOINT MORTGAGE
FUNDING, INC.
As Seller

Roy Briggs
Title: Vice President

Aviso Importante Para Las Personas Habla Español
Si usted no entiendo el contenido de esta carta por favor obtenga una traduccion immediamente

2300 Brookstone Centre Pkwy Columbus GA 31904
Customer Service Hours: Monday - Friday, 8:30 AM - 8:00 PM, Eastern
www.greenpointservice.com

EX-99.3

exv99w3

EX-99.4

Exhibit 99.4

	PricewaterhouseCoopers LLP 350 S. Grand Ave. Los Angeles CA 90071 Telephone (213) 236 3000

Report of Independent Auditors

To the Board of Directors and Stockholders of GreenPoint Financial Corporation:

We have examined management’s assertion about GreenPoint Financial Corporation and its subsidiaries, including GreenPoint Mortgage Funding, Inc. (the “Company”) compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers (“USAP”) as of and for the year ended December 31, 2003 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the minimum servicing standards.

In our opinion, management’s assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2003 is fairly stated, in all material respects.

March 25, 2004

Exhibit I

Management’s Assertion Regarding Compliance
With Minimum Servicing Standards

As of and for the year ended December 31, 2003, GreenPoint Mortgage Funding, Inc. (the “Company”), a wholly-owned subsidiary of GreenPoint Financial Corporation, has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers.

As of and for this same period, GreenPoint Financial Corporation maintained on behalf of the Company, errors and omissions and employee fidelity bond insurance policies in the amount of $20,000,000 and $50,000,000, respectively.

March 25, 2004

Becky Poisson
Executive Vice President of
Operations and Technology

Nathan Hieter
Controller

David Petrini
Chief Financial Officer

S.A. Ibrahim
Chief Executive Officer