##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2005 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: 333-118832-06
 SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated
January 1, 2005, providing for the issuance of the Sequoia Mortgage Trust 2005-1, Mortgage
Pass-Through Certificates)
 SEQUOIA RESIDENTIAL FUNDING, INC.
  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
 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)
 o þ
 o þ
 þ o
 þ
 o o þ
 o þ
  Not Applicable
  Not Applicable




---



##### 



PagePART I
    
    
    3ITEM 1-BUSINESS
    
    
    3ITEM 1A-RISK FACTORSITEM 1B-UNRESOLVED STAFF COMMENTSITEM 2-PROPERTIES
    
    
    3ITEM 3-LEGAL PROCEEDINGS
    
    
    3ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
    
    
    3PART II
    
    
    3ITEM 5-MARKET FOR REGISTRANTS COMMON STOCK, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    3ITEM 6-SELECTED FINANCIAL DATA
    
    
    3ITEM 7-MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    3ITEM 7A-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    3ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    4ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    4ITEM 9A -CONTROLS AND PROCEDURES
    
    
    4ITEM 9B- OTHER INFORMATION
    
    
    4PART III
    
    
    4ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT
    
    
    4ITEM 11-EXECUTIVE COMPENSATION
    
    
    4ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
    
    
    4ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    5ITEM 14-PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    5PART IV
    
    
    5ITEM 15-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
    
    
    5SIGNATURES
    
    
    8CERTIFICATION
    
    
    9SUPPLEMENTAL 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
    
    
    10INDEX TO EXHIBITS
    
    
    10EXHIBIT 31.1EXHIBIT 99.2EXHIBIT 99.5
  2




---



##### Table of Contents



ITEM 5 
    
    MARKET FOR REGISTRANTS COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
   
   
 ITEM 7  
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  
   3




---



##### Table of Contents



Class A-1
 Identification
    
    Principal Amount Owned
    
    Percentage of Outstanding AmountBANK OF NY
    
    $
    115,460,000
    
    
    
    38.73
    %CITIBANK
    
    $
    68,600,000
    
    
    
    23.01
    %JPMCBNA
    
    $
    68,465,000
    
    
    
    22.97
    %
 Class A-2
 Identification
    
    Principal Amount Owned
    
    Percentage of Outstanding AmountBANK OF NY
    
    $
    11,370,000
    
    
    
    11.37
    %JPMCBNA
    
    $
    45,040,000
    
    
    
    45.04
    %CITIBANK
    
    $
    30,110,000
    
    
    
    30.11
    %
 4




---



##### Table of Contents



Class X-A
 Identification
    
    Principal Amount Owned
    
    Percentage of Outstanding AmountML SFKPG
    
    $
    398,055,000
    
    
    
    100.00
    %
 Class X-B
 Identification
    
    Principal Amount Owned
    
    Percentage of Outstanding AmountCITIBANK
    
    $
    13,511,000
    
    
    
    100.00
    %
 Class B-1
 Identification
    
    Principal Amount Owned
    
    Percentage of Outstanding AmountLASALLE BK
    
    $
    4,567,000
    
    
    
    64.62
    %MELLON TR
    
    $
    2,500,000
    
    
    
    35.37
    %
 Class B-2
 Identification
    
    Principal Amount Owned
    
    Percentage of Outstanding AmountJPMCBNA
    
    $
    1,449,000
    
    
    
    36.69
    %LASALLE BK
    
    $
    1,000,000
    
    
    
    25.32
    %WELLS BKNA
    
    $
    1,500,000
    
    
    
    37.98
    %
 Class B-3
 Identification
    
    Principal Amount Owned
    
    Percentage of Outstanding AmountLASALLE BK
    
    $
    2,495,000
    
    
    
    100.00
    %
 
   
 
   
  
  (a)
    
    The following documents are filed as part of this report:
 1.
    
    Financial Statements:Not applicable.
 5




---



##### Table of Contents



2.
    
    Financial Statement Schedules:Not applicable.3.
    
    Exhibits:
 Exhibit No.
    
    Description31.1
    
    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 Credit Corporation (formerly known as
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, PHH Mortgage Corporation (formerly
Cendant Mortgage Corporation) (PHH) and Bishops Gate Residential
Mortgage Trust (formerly known as Cendant Residential Mortgage
Trust), as Sellers, and PHH, as Servicer, dated August 1, 2002, as
modified by the related Acknowledgements (the RWT/PHH Servicing
Agreement).99.6***
    
    Report of Independent Registered Public Accounting Firm pursuant
to Section 7.05 of the RWT/PHH 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.99.9*
    
    Statement of Compliance of the Servicer
pursuant to Section 6.04 of the Loan Servicing Agreement, dated as
of February 1, 2004 between RWT and GMAC Mortgage Corporation, as
modified by the related Acknowledgements (the RWT/GMAC Servicing
Agreement).99.10*
    
    Report of Independent Accountant pursuant to Section 6.05 of the
RWT/GMAC Servicing Agreement.
 6




---



##### Table of Contents



(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 FILEDJanuary 27, 2005
    
    Report filing Computational MaterialsFebruary 4, 2005
    
    Report filing the Pooling and Servicing Agreement and the
Tax OpinionMarch 11, 2005
    
    Trustees Monthly Report for the February Distribution to
CertificateholdersApril 6, 2005
    
    Trustees Monthly Report for the March Distribution to
CertificateholdersMay 6, 2005
    
    Trustees Monthly Report for the April Distribution to
CertificateholdersJune 8, 2005
    
    Trustees Monthly Report for the May Distribution to
CertificateholdersJuly 11, 2005
    
    Trustees Monthly Report for the June Distribution to
CertificateholdersAugust 8, 2005
    
    Trustees Monthly Report for the July Distribution to
CertificateholdersSeptember 6, 2005
    
    Trustees Monthly Report for the August Distribution to
CertificateholdersOctober 10, 2005
    
    Trustees Monthly Report for the September Distribution to
CertificateholdersNovember 14, 2005
    
    Trustees Monthly Report for the October Distribution to
CertificateholdersDecember 12, 2005
    
    Trustees Monthly Report for the November Distribution to
CertificateholdersDecember 27, 2005
    
    Trustees Monthly Report for the December 20, 2005
Distribution to CertificateholdersFebruary 10, 2006
    
    Trustees Monthly Report for the January Distribution to
Certificateholders
 
 *
    
    The document is not due to be delivered until March 31, 2006. 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 1, 2006. 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, 2006. Such document will be filed with
the Securities and Exchange Commission by amendment upon receipt by the Registrant. 7




---



##### Table of Contents



SEQUOIA RESIDENTIAL FUNDING, INC.By:
    
    /s/ Harold F. ZagunisName:
    
    Harold F. ZagunisTitle:
    
    Chief Financial Officer and Secretary
  8




---



##### Table of Contents



CERTIFICATION
         /s/ Harold F. ZagunisSignatureName: Harold F. ZagunisTitle: Chief Financial Officer and Secretary
 9




---



##### Table of Contents



Exhibit No.
    
    Description31.1
    
    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 Credit
Corporation (formerly known as 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, PHH Mortgage Corporation (formerly Cendant
Mortgage Corporation) (PHH) and Bishops Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as Sellers, and PHH, as Servicer, dated August 1, 2002,
as modified by the related Acknowledgements (the RWT/PHH Servicing Agreement).99.6***
    
    Report of Independent Registered Public Accounting Firm pursuant to Section 7.05 of the
RWT/PHH 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.99.9*
    
    Statement of Compliance of the Servicer pursuant to Section 6.04 of the Loan Servicing
Agreement, dated as of February 1, 2004, between RWT and GMAC Mortgage Corporation, as
modified by the related Acknowledgements (the RWT/GMAC Servicing Agreement).
 10




---



##### Table of Contents



Exhibit No.
    
    Description99.10*
    
    Report of Independent Accountant pursuant to Section 6.05 of the
RWT/GMAC Servicing Agreement.
 
 *
    
    The document is not due to be delivered until March 31, 2006. 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 1, 2006. 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, 2006. Such document will be filed with
the Securities and Exchange Commission by amendment upon receipt by the Registrant. 11