-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BUinpfTLeahvG8p4L6Vac/HTVAw2iKzqaawF43PPHkyaNnEUBAO8/GPbg4Zj5uSg oRrfxy9N2+fyiW0qr21oFg== 0000950149-05-000753.txt : 20051205 0000950149-05-000753.hdr.sgml : 20051205 20051205155241 ACCESSION NUMBER: 0000950149-05-000753 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA RESIDENTIAL FUNDING INC CENTRAL INDEX KEY: 0001176320 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 352170972 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-90772-01 FILM NUMBER: 051244219 BUSINESS ADDRESS: STREET 1: 591 REDWOOD HWY STREET 2: SUITE 3160 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153897373 MAIL ADDRESS: STREET 1: 591 REDWOOD HWY STREET 2: SUITE 3160 CITY: MILL VALLEY STATE: CA ZIP: 94941 10-K/A 1 f11444e10vkza.txt FORM 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, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO _________. COMMISSION FILE NUMBER: 333-103634-01 SEQUOIA RESIDENTIAL FUNDING, INC. (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT, DATED JANUARY 1, 2004, PROVIDING FOR THE ISSUANCE OF THE SEQUOIA MORTGAGE TRUST 2004-1, MORTGAGE PASS-THROUGH CERTIFICATES) SEQUOIA RESIDENTIAL FUNDING, INC. (Exact Name of registrant as specified in its charter) DELAWARE 35-2170972 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) ONE BELVEDERE PLACE SUITE 330 MILL VALLEY, CA 94941 (Address of principal executive offices) (Zip code) (415) 389-7373 (Registrant's telephone number, including area code) Securities registered pursuant Securities registered pursuant to to Section 12(b) of the Act: Section 12(g) of the Act: NONE NONE (Title of class) (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] or No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] or No [X] 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 [ ] 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 [ ] No [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] or 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 2004-1, 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, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.............. 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 ITEM 9B - OTHER INFORMATION.............................................. 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 .......................................................................... 5 ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K............................................ 5 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
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 2004-1 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, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 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, 2004, there were fifteen (15) holders of the Class A Certificates, three (3) holders of the Class X-1 Certificates, one (1) holder of the X-2 Certificates, one (1) holder of the X-B Certificates, two (2) holders of the B-1 Certificates, two (2) holders of the B-2 Certificates, and one (1) holder of the 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. ITEM 9B - OTHER INFORMATION 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 identification 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
Identification Principal Amount Owned Percentage of Outstanding Amount - -------------- ---------------------- -------------------------------- BANK OF NY $ 71,330,000 11.86% CITIBANK $ 133,915,000 22.27% JPMCBNA $ 140,760,000 23.41% SSB&T CO $ 99,705,000 16.58%
CLASS X-1
Identification Principal Amount Owned Percentage of Outstanding Amount - -------------- ---------------------- -------------------------------- BANK OF NY $ 116,270,000 19.34% MELLON TR $ 21,540,000 3.58% SSB&T CO $ 463,440,000 77.08%
CLASS X-2
Identification Principal Amount Owned Percentage of Outstanding Amount - -------------- ---------------------- ------------------------------- CITIBANK $ 601,250,000 100.00%
4 CLASS X-B
Identification Principal Amount Owned Percentage of Outstanding Amount - -------------- ---------------------- -------------------------------- CITIBANK $ 15,312,000 100.00%
CLASS B-1
Identification Principal Amount Owned Percentage of Outstanding Amount - -------------- ---------------------- -------------------------------- SSB&T $ 3,575,000 38.13% WELLS BKNA $ 5,800,000 61.87%
CLASS B-2
Identification Principal Amount Owned Percentage of Outstanding Amount - -------------- ---------------------- -------------------------------- BANK OF NY $ 2,937,000 49.47% COMERICA $ 3,000,000 50.53%
CLASS B-3
Identification Principal Amount Owned Percentage of Outstanding Amount - -------------- ---------------------- -------------------------------- WELLS BKNA $ 3,437,000 100.00%
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES Not Applicable. PART IV ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of report: 1. Financial Statements: Not applicable. 2. Financial Statement Schedules: Not applicable. 5 3. Exhibits:
Exhibit No. Description - ----------- ----------- 31.1 Sarbanes-Oxley Certification. 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 Registered Public Accounting Firm 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. 99.5 Statement of Compliance of the Servicer pursuant to Section 7.04 of The Mortgage Loan Flow Purchase, Sale & Servicing Agreement among RWT, Cendant Mortgage Corporation ("Cendant") and Bishop's Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as Sellers, and Cendant, as Servicer, dated August 1, 2002, as modified by the related Acknowledgements (the "RWT/Cendant Servicing Agreement"). 99.6 Report of Independent Registered Public Accounting Firm pursuant to Section 7.05 of the RWT/Cendant Servicing Agreement. 99.7 Statement of Compliance of the Servicer pursuant to Section 11.20 of the Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2003, between RWT and Bank of America, N.A., as modified by the related Acknowledgements (the "RWT/Bank of America Servicing Agreement"). 99.8 Report of Independent Accountant pursuant to Section 11.21 of the RWT/Bank of America 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 15, 2004 Report filing Collateral Term Sheet January 28, 2004 Report filing Computational Materials February 11, 2004 Report filing the Pooling and Servicing Agreement and the Tax Opinion
6 March 8, 2004 Trustee's Monthly Report for the February Distribution to Certificateholders April 5, 2004 Trustee's Monthly Report for the March Distribution to Certificateholders May 7, 2004 Trustee's Monthly Report for the April Distribution to Certificateholders June 8, 2004 Trustee's Monthly Report for the May Distribution to Certificateholders July 7, 2004 Trustee's Monthly Report for the June Distribution to Certificateholders August 2, 2004 Trustee's Monthly Report for the July Distribution to Certificateholders September 3, 2004 Trustee's Monthly Report for the August Distribution to Certificateholders October 6, 2004 Trustee's Monthly Report for the September Distribution to Certificateholders November 5, 2004 Trustee's Monthly Report for the October Distribution to Certificateholders December 3, 2004 Trustee's Monthly Report for the November Distribution to Certificateholders January 5, 2005 Trustee's Monthly Report for the December 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 RESIDENTIAL FUNDING, INC. By: /s/ Harold F. Zagunis --------------------------------------- Name: Harold F. Zagunis Title: Chief Financial Officer and Secretary Date: December 5, 2005. 8 CERTIFICATION I, Harold F. Zagunis, Chief Financial Officer and Secretary of Sequoia Residential Funding, Inc., a Delaware corporation, hereby certify that: 1. I have reviewed this annual report on Form 10-K/A, 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 registered public accounting firm 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, GreenPoint Mortgage Funding, Inc., as Servicer, Cendant Mortgage Corporation, as Servicer and Bank of America, N.A., as Servicer. Date: December 5, 2005 /s/ Harold F. Zagunis - ------------------------------------------- Signature Name: Harold F. Zagunis Title: Chief Financial Officer 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 - ---------- -------------------------------------------------------------------------- 31.1 Sarbanes-Oxley Certification. 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 Registered Public Accounting Firm 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. 99.5 Statement of Compliance of the Servicer pursuant to Section 7.04 of The Mortgage Loan Flow Purchase, Sale & Servicing Agreement among RWT, Cendant Mortgage Corporation ("Cendant") and Bishop's Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as Sellers, and Cendant, as Servicer, dated August 1, 2002, as modified by the related Acknowledgements (the "RWT/Cendant Servicing Agreement"). 99.6 Report of Independent Registered Public Accounting Firm pursuant to Section 7.05 of the RWT/Cendant Servicing Agreement. 99.7 Statement of Compliance of the Servicer pursuant to Section 11.20 of the Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2003, between RWT and Bank of America, N.A., as modified by the related Acknowledgements (the "RWT/Bank of America Servicing Agreement"). 99.8 Report of Independent Accountant pursuant to Section 11.21 of the RWT/Bank of America Servicing Agreement.
10 EX-31.1 2 f11444exv31w1.txt EXHIBIT 33.1 EXHIBIT 31.1 CERTIFICATION I, Harold F. Zagunis, Chief Financial Officer and Secretary of Sequoia Residential Funding, Inc., a Delaware corporation, hereby certify that: 1. I have reviewed this annual report on Form 10-K/A, 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 registered public accounting firm 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, GreenPoint Mortgage Funding, Inc., as Servicer, Cendant Mortgage Corporation, as Servicer and Bank of America, N.A., as Servicer. Date: December 5, 2005 /s/ Harold F. Zagunis - ------------------------------------------- Signature Name: Harold F. Zagunis Title: Chief Financial Officer and Secretary EX-99.1 3 f11444exv99w1.txt EXHIBIT 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 Sequoia Mortgage Trust 6, 7, 8, 9, 11, 12; 2003- 1, 2, 3, 4, 5, 6, 7, 8; 2004-1, 2, 3, 4, 5, 6, 7, 8, 9,10,11, 12, 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, 2004 has been made under my supervision; and (2) To the best of my knowledge, based on such review, the Servicer has fulfilled ail its obligations under the Agreement throughout such period. MORGAN STANLEY DEAN WTTTER CREDIT CORPORATION By /s/ Douglas J. Bush ----------------------------------------------- Douglas J. Bush Title Director Dated as of December 31, 2004 By /s/ David Bianucci ----------------------------------------------- David Bianucci Title Vice President Dated as of December 31, 2004 2500 Lake Cook Road. 1 East, Riverwood, Illinois 60015 Tel (224)405-1903 CertSequoiaMortTrust6-12;2003:2004 EX-99.2 4 f11444exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Morgan Stanley Dean Witter Credit Corporation Riverwoods, Illinois We have examined management's assertion that Morgan Stanley Dean Witter Credit Corporation (the "Company") has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards described in the accompanying Management's Assertion dated February 23, 2005 for the consumer loans being serviced. 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 as adopted by the Public Accounting Oversight Board (United States) 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, 2004, is fairly staled, in all material respects, based on the criteria set forth in Appendix A. DELOITTE & TOUCHE LLP Chicago, Illinois March 22, 2005 MORGAN STANLEY DEAN WITTER CREDIT CORPORATION Michael J. Gillespie Finance Director MANAGEMENT'S ASSERTION As of and for the year ended December 31, 2004, Morgan Stanley Dean Witter Credit Corporation (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for consumer loans being serviced as set forth in Appendix A (the "Standards"). The Standards are based on the Mortgage Bankers Association of America's Uniform Single Attestaion Program for Mortgage Bankers. As of and for this same period, Morgan Stanley had in effect a fidelity bond in excess of $20 million and errors and omissions policy in the amount of $5 million under which the Company was covered. /s/ Thomas F. White - ---------------------------------------- Thomas F. White President and Chief Executive Officer & Director of Mortgage Lending /s/ Martin W. Slusarz - -------------------------------------- Martin W. Slusarz Senior Vice President, Controller February 23, 2005 2500 Lake Cook Rood, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903 Management Assertion 12 31 04 APPENDIX A 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: [ ] be mathematically accurate; [ ] be prepared within forty-five (45) calendar days after the cutoff date; [ ] be reviewed and approved by someone other than the person who prepared the reconciliation; and [ ] 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. 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. 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. 4. My 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 ths mortgagor, unless the late payment was due to the mortgagor's error or omission. 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable states laws. 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. EX-99.3 5 f11444exv99w3.txt EXHIBIT 99.3 EXHIBIT 99.3 PO Box 84013 Columbus GA 31908-4013 Tel. 800.784.5566 [GREEN POINT MORTGAGE LOGO] 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 Green Point 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, 2004 (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 /s/ Roy Briggs ----------------------------------- Name: Roy Briggs Title: Vice President Aviso Importante Para has Persons Habla Espanal Si usted no entiendo el contenido de esta carta favor oblongu und traduccion immediamente - -------------------------------------------------------------------------------- 2300 BROOKSTONE CENTRE PKWY COLUMBUS GA 31904 CUSTOMER SERVICE HOURS: MONDAY - FRIDAY, 8:30 AM - S:00 PM, EASTERN www.greenpointservices.com EX-99.4 6 f11444exv99w4.txt EXHIBIT 99.4 EXHIBIT 99.4 [KPMG LOGO] KPMG LLP 55 Second Street San Francisco, CA 94105 Independent Accountants' Report The Board of Directors North Fork Bancorporation, Inc.: We have examined management's assertion, included in the accompanying Management Assertion, that GreenPomt Mortgage Funding, Inc., a wholly owned subsidiary of North Fork Bancorporation, Inc., complied with the minimum servicing standards set forth 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, 2004. Management is responsible for GreenPoint Mortgage Funding, inc.'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 GreenPomt Mortgage Funding, Inc.'s compliance with the minimum servicing standards specified above 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 GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing standards, Management identified the following material noncompliance with minimum servicing standards over mortgage payments as of and for the year ended December 31, 2004. The mortgage interest rate changes on certain Home Equity Lines of Credit were not adjusted at the appropriate date in accordance with the mortgagor's loan documents. This resulted in the mortgagor being overcharged for the period from the interest rate change until the correct effective date, which was the first day of the following month. In our opinion, except for the material noncompliance described in the third paragraph, management's assertion that GreenPoint Mortgage Funding, Inc. complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. KPMG LLP March 17 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative PO Box 84013 Columbus. GA 31908-4013 [GREENPOINT MORTGAGE LOGO] SERVICING DIVISION MANAGEMENT ASSERTION March 17, 2005 As of and for the year ended December 31, 2004, GreenPoint Mortgage Funding, Inc. (the "Company") 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, except for the following: - In certain circumstances, the mortgage interest rate changes on certain Home Equity Lines of Credit were not adjusted at the appropriate date in accordance with the mortgagor's loan documents. This resulted in the mortgagor being overcharged for the period from the interest rate change until the correct effective date, which was the first day of the following month. This error was identified by Management and the systemic issue that caused the incorrect calculation of interest was resolved prior to the issuance of this letter. As of and for the year ended December 31, 2004, the Company had in effect a fidelity bond in the amount of $25,000,000 for a single loss limit and an aggregate limit of liability of $50,000,000 and an errors and omissions policy in the amount of $25,000,000 for a single loss limit and no aggregate limit of liability. Very truly yours, GreenPoint Mortgage Funding, Inc., as Servicer /s/ S.A Ibrahim /s/ Dave Petrini - ---------------------- ------------------------ S.A Ibrahim Dave Petrini Chief Executive Officer Chief Financial Officer /s/ Mike De Francesco - --------------------------- Mike De Francesco Senior Vice President - Loan Administration EX-99.5 7 f11444exv99w5.txt EXHIBIT 99.5 EXHIBIT 99.5 PHH MORTGAGE SERVICES [PHH LOGO] February 25, 2005 Sequoia Residential Funding, Inc. One Belvedere Place, Suite 330 Mill Valley, CA 94941 HSBC Bank USA 452 Fifth Avenue New York, NY 10018 RE: Annual Statement as to Compliance Investor Number(s)/Deal name(s): 168/ SEQUOIA 2003-6 Dear Investor, Master Servicer or Trustee, The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2004 calendar year. To the best of our knowledge: a) The activities and performances of the Servicer during the preceding Fiscal year under the terms of the above Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Service Guide and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to HSBC Bank USA; b) The Servicer is currently an approved FNMA or FHLMC Servicer in good standing; c) The Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in full force and effect; d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that such insurance policies are in full force and effect; e) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgage Property, have been paid, or if any such costs or expenses have been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to HSBC Bank USA; f) All Custodial Accounts have been reconciled and are properly funded; and g) All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified by /s/ William E. Fricke, Jr. - ----------------------------- William E. Fricke, Jr. Assistant Vice President FEB 25 2005 - ----------------------------- Date: February 25, 2005 EX-99.6 8 f11444exv99w6.txt EXHIBIT 99.6 EXHIBIT 99.6 [DELOITTE LOGO] Deloitte & Touche LLP 750 College Road East Third Floor Princeton, NJ 08540 USA Tel: +1 609 514 3600 www.deloitte.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To Cendant Mortgage Corporation: We have examined Cendant Mortgage Corporation's (the "Company") compliance with its established minimum servicing standards described in the accompanying Management's Assertion, dated February 28, 2005, as of and for the year ended December 31, 2004. Management is responsible for compliance with those minimum servicing standards. Our responsibility is to express an opinion on 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 as adopted by the Public Company Accounting Oversight Board 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. Our examination disclosed the following instance of material noncompliance with the reconciliation of custodial bank accounts applicable to the Company during the year ended December 31, 2004. The Company did not comply with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date and the requirement to resolve reconciling items within 90 calendar days of their original identification as specified by their minimum servicing standards. In our opinion, except for the material noncompliance described in the preceding paragraph, the Company complied, in all material respects, with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004, as set forth in Appendix I. (DELOITTE & TOUCHE LLP) February 28, 2005 A member firm of Deloitte Touche Tohmatsu APPENDIX I MINIMUM SERVICING STANDARDS 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: - be mathematically accurate; - be prepared within forty-five (45) calendar days after the cutoff date; - be reviewed and approved by someone other than the person who prepared the reconciliation; and - 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. 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. 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. 2 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. 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. 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA.) 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. 3 CENDANT MORTGAGE 3000 Leadenhall Road Mt. Laurel, NJ 08054 [CENDANT MORTGAGE LOGO] February 28, 2005 As of and for the year ended December 31, 2004, Cendant Mortgage Corporation (the "Company") 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, except for as discussed below. During the year ended December 31, 2004, the Company determined it was materially non-compliant with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date and the requirement to identify and resolve reconciling items within 90 calendar days as specified by the minimum servicing standards. The Company has undertaken remediation activities to address this material instance of non-compliance as of December 31, 2004. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $160 million and $20 million, respectively. Cendant Mortgage Corporation /s/ Terence W. Edwards - ---------------------------- Terence W. Edwards President and Chief Executive Officer /s/ Mark Danahy - ---------------------------- Mark Danahy Senior Vice President and Chief Financial Officer /s/ Martin L. Foster - ---------------------------- Martin L. Foster Senior Vice President - Loan Servicing EX-99.7 9 f11444exv99w7.txt EXHIBIT 99.7 EXHIBIT 99.7 SEQUOIA 2004 DEALS BANK OF AMERICA, N.A OFFICER'S CERTIFICATE PURSUANT TO SECTION 11.20 OF THE AGREEMENTS LISTED ON EXHIBIT A HERETO I, H. Randall Chestnut, Senior Vice President of Bank of America, N.A. (the "Servicer"), hereby certify pursuant to Section 11.20 of the Pooling and Servicing Agreements listed on Exhibit I hereto (collectively, the "Agreements") that: (a) a review of the activities of the Servicer during calendar year 2004 and of the performance of the Servicer under the Agreements has been made under my supervision, and (b) to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreements throughout calendar year 2004. Dated: March 15, 2005 Bank of America, N.A. as Servicer By: /s/ H. Randall Chestnut ------------------------------------- Name: H. Randall Chestnut Title: Senior Vice President EXHIBITS 1. Sequoia 2004-1 2. Sequoia 2004-2 3. Sequoia 2004-3 4. Sequoia 2004-4 5. Sequoia 2004-5 6. Sequoia 2004-6 7. Sequoia 2004-7 8. Sequoia 2004-8 9. Sequoia 2004-9 10. Sequoia 2004-10 11. Sequoia 2004-11 12. Sequoia 2004-12 EX-99.8 10 f11444exv99w8.txt EXHIBIT 99.8 EXHIBIT 99.8 [PRICEWATERHOUSECOOPERS LOGO] PricewaterhouseCoopers LLP 214 N. Tryon Street Ste 3600 Charlotte NC 28202 Telephone (704) 344 7500 Facsimile (704) 344 4100 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholder of Bank of America, N.A. We have examined management's assertion about compliance by the mortgage division of Bank of America, N.A. (the "Company"), an operating division of Bank of America, N.A., 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 1). 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 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. [PRICEWATERHOUSECOOPERS LLP] March 2, 2004 EXHIBIT I [BANK OF AMERICA LOGO] MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE WITH USAP MINIMUM SERVICING STANDARDS March 2, 2004 As of and for the year ended December 31, 2003, the Mortgage division of Bank of America, N.A, (the "Company"), 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 ("USAP"). As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $340,000,000 and $270,000,000, respectively. /s/ Kevin M. Shannon /s/ H. Randall Chestnut - ------------------------- --------------------------- Kevin M. Shannon H. Randall Chestnut President Senior Vice President Consumer Real Estate Bank of America, N.A. Bank of America, N.A. /s/ Aashish Kamat /s/ Gary K. Bettin - ------------------------- --------------------------- Aashish Kamat Gary K. Bettin Senior Vice President and Senior Vice President and Managing Director National Servicing Executive Bank of America, N.A. Bank of America, N.A. /s/ J. Mark Hanson - ------------------------- J. Mark Hanson Senior Vice President Bank of America, N.A. [USA LOGO] -----END PRIVACY-ENHANCED MESSAGE-----