UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

10-K
   
[X]
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 20022003 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: 333-90772333-100520

SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the TrustPooling and Servicing Agreement, dated SeptemberDecember 1, 2002, providing for the issuance of the Sequoia Mortgage Trust 10,12, Mortgage Pass-Through Certificates)

SEQUOIA RESIDENTIAL FUNDING, INC.

(Exact Name of registrant as specified in its charter)
   
Delaware Delaware35-2170972
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
 
One Belvedere Place  
591 Redwood HighwaySuite 330  
Mill Valley, CA Suite 316094941
Mill Valley, CA94941
(Address of principal executive offices) (Zip code)

(415) 381-1765389-7373
(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 None
(Title of class) (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 [  ]

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]

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'sRegistrant’s most recently completed second fiscal quarter:

Not Applicable

Documents incorporated by reference:

Not Applicable

 


TABLE OF CONTENTS

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

INDEX


SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 10, MORTGAGE PASS-THROUGH CERTIFICATES

INDEX

Page

PART I3
ITEM 1-BUSINESS3
ITEM 2-PROPERTIES3
ITEM 3-LEGAL PROCEEDINGS3
ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS3
PART II3
ITEM 5-MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS3
ITEM 6-SELECTED FINANCIAL DATA3
ITEM 7-MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS3
ITEM 7A-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK3
ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA3
ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE3
PART III4
ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT4
ITEM 11-EXECUTIVE COMPENSATION4
ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT4
ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  6 
PART IV7
ITEM 14-CONTROLS AND PROCEDURES7
ITEM 15-PRINCIPAL ACCOUNTANT FEES AND SERVICES7
ITEM 16-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K7
  8 
  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 
  10 
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

2


PART I

PART IITEM 1 - BUSINESS

     Not Applicable.

ITEM 1-BUSINESS

               Not Applicable.

ITEM 2-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 16.15.

ITEM 3-LEGAL PROCEEDINGS

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 1012 Trust (the “Trust); the TrustPooling and Servicing Agreement; the Trustee; the Depositor; the Seller; the Master Servicer or the ServicerServicers which relates to the Trust.

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

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-

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, 2002,2003, there were fourteeneighteen (18) holders of the Class 1AA Certificates, ten holders of the Class 2A-1 Certificates, one (1) holder of the Class 2A-2 Certificate,X-1 Certificates, one holder of the Class X-1A Certificate, one holder of the X-1B Certificate, one(1) holder of the Class X-2 Certificate,Certificates, one (1) holder of the Class X-B Certificate, three holders of the Class B-1 Certificates, one (1) holder of the Class B-2 Certificate, and threeCertificates, one (1) holders of the Class B-3 Certificates.

ITEM 6-SELECTED FINANCIAL DATA

ITEM 6 - SELECTED FINANCIAL DATA

     Not Applicable.

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

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

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not Applicable.

ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

     Not Applicable.

ITEM 9-

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

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Not Applicable.

ITEM 11-EXECUTIVE COMPENSATION

ITEM 11 - EXECUTIVE COMPENSATION

     Not Applicable.

ITEM 12-

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 1A

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
Deutsche Bank Trust Company Americas
648 Grassmere Park Road
8th Floor
Nashville, TN 37211
 $431,750,000   52.50%
JP Morgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
 $243,110,000   29.56%
CitiBank, N.A.
3800 Citibank Center, B3-15
Tampa, FL 33610
 $50,710,000   6.17%
A
         
Name and Address
 Principal Amount Owned
 Percentage of Outstanding Amount
Bank Trust Company Americas $191,006,000   17.68%
648 Grassmere Park Road
Nashville, TN 37211
        
JP Morgan Chase Bank $232,920,000   21.56%
14201 Dallas Parkway
Dallas, TX 75254
        
The Bank of New York $203,755,000   18.86%
One Wall Street
New York, NY 10286
        
The Bank of New York/Wachovia Bank N.A. $147,590,000   13.66%
One Wall Street
New York, NY 10286
        
Citibank $227,000,000   21.02%
3800 Citibank Center B3-15
Tampa, FL 33610
        

Class 2A-1

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
Boston Safe Deposit and Trust Company
c/o Mellon Trust
525 William Penn Place
Suite 3148
Pittsburgh, PA 15259
 $30,700,000   16.16%
CitiBank, N.A.
3800 Citibank Center, B3-15
Tampa, FL 33610
 $19,700,000   10.39%
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit
JAB 5NW
No. Quincy, MA 02171
 $118,600,000   62.42%
X-1
         
Name and Address
 Principal Amount Owned
 Percentage of Outstanding Amount
Wells Fargo Bank N.A.
Issuer Services
 $249,714,339   100.00%
c/o ADP Proxy Services
Edgewood, NY 11717
        

4


Class 2A-2

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
State Street Bank and Trust Company
1776 Heritage Drive
No. Quincy, MA 02171
 $3,500,000   100.00%

Class X-1A

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005
 $392,959,800   100.00%

Class X-1B

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005
 $429,415,200   100.00%

Class X-2

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005
 $193,500,000   100.00%

Class X-B

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005
 $25,725,000   100.00%

5


Class B-1

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit
JAB 5NW
No. Quincy, MA 02171
 $4,600,000   36.51%
American Express Trust Company
929 AXP Financial Center
Minneapolis, MN 55474
 $3,000,000   23.81%
UMB Bank, National Association
928 Grand Boulevard
Kansas City, MO 64106
 $5,000,000   39.68%

Class B-2

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
JP Morgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
 $8,400,000   100.00%

Class B-3

         
Name and Address Principal Amount Owned Percentage of Outstanding Amount

 
 
Credit Suisse First Boston LLC
c/o ADP Proxy Services
 $2,000,000   42.33%
JPMorgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
 $1,700,000   35.98%
LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603
 $1,025,000   21.69%
ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               None.

6


Class X-2

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

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. $8,968,000   100.00%
Issuer Services        
c/o ADP Proxy Services
Edgewood, NY 11717
        

Class B-3

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

PART IVITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

ITEM 14-CONTROLS AND PROCEDURES

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Not Applicable.

5


ITEM 15-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 this report:

ITEM 16-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:
   
3.Exhibits:
Exhibit No.Description

 Description
99.1*99.1 Statement of Compliance of the Servicer pursuant to Section 7.047.04(a) of The Mortgage Loan Flow Purchase, Sale &Master Servicing Agreement amongbetween RWT Cendant Mortgage CorporationHoldings, Inc. (“Cendant”RWT”) and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as Sellers, and Cendant, as Servicer,Morgan Stanley Dean Witter Credit Corporation, dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/CendantMorgan Servicing Agreement”).
   
99.2**99.2 Report of Independent Accountant pursuant to Section 7.057.04(b) of the RWT/CendantMorgan Servicing Agreement.
99.3Statement 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.

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

DATE OF REPORTS ON FORM 10-K8-K
 ITEMS REPORTED/FINANCIAL STATEMENTS FILED
October 11, 2002January 3, 2003 Report filing the Pooling and Servicing Agreement and the Tax Opinion
 
February 3, 2003Trustee’s Monthly Report for the January Distribution to Certificateholders
 December 23, 2002
March 12, 2003Trustee’s Monthly Report for the February Distribution to Certificateholders
April 14, 2003Trustee’s Monthly Report for the March Distribution to Certificateholders
May 7, 2003Trustee’s Monthly Report for the April Distribution to Certificateholders
June 11, 2003Trustee’s Monthly Report for the May Distribution to

6


DATE OF REPORTS ON FORM 8-K
ITEMS REPORTED/FINANCIAL STATEMENTS FILED
Certificateholders
July 7, 2003Trustee’s Monthly Report for the June Distribution to Certificateholders
August 15, 2003Trustee’s Monthly Report for the July Distribution to Certificateholders
September 12, 2003Trustee’s Monthly Report for the August Distribution to Certificateholders
October 8, 2003Trustee’s Monthly Report for the September Distribution to Certificateholders
November 7, 2003 Trustee’s Monthly Report for the October Distribution to Certificateholders
 
 
December 23, 200210, 2003 Trustee’s Monthly Report for the November Distribution to Certificateholders


*The document is not due to be delivered until March 31, 2003. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.

** The document is not due to be delivered until April 15, 2003.2004. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.

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

Date: March 31, 2003.30, 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 trustpooling 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 trustpooling 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 trustpooling 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: CendantMorgan Stanley Dean Witter Credit Corporation, as Servicer, and GreenPoint Mortgage Corporation,Funding, Inc., as Servicer.

Date: March 31, 2003

/s/ Harold F. Zagunis


Signature
Name: Harold F. Zagunis
30, 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 14(C)
15(C)
   
Exhibit No.Description

 Description
99.1*99.1 Statement of Compliance of the Servicer pursuant to Section 7.047.04(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”).
99.2Report of Independent Accountant pursuant to Section 7.04(b) of the RWT/CendantMorgan Servicing Agreement.
   
99.2**99.3Statement 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 AccountantAccount pursuant to Section 7.056.05 of the RWT/CendantGreenPoint Servicing Agreement.


*The document is not due to be delivered until March 31, 2003. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.
** The document is not due to be delivered until April 15, 2003.2004. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.

10