<PAGE>
================================================================================

                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: 333-115296-01

SEQUOIA RESIDENTIAL FUNDING, INC. (AS DEPOSITOR UNDER THE POOLING AND SERVICING
AGREEMENT, DATED MAY 1, 2004, PROVIDING FOR THE ISSUANCE OF THE SEQUOIA MORTGAGE
TRUST 2004-5, 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
        incorporation or organization)                     no.)

             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 Section 12(b) of the Act:                  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's most recently completed
second fiscal quarter:

                                 NOT APPLICABLE

                      Documents incorporated by reference:

                                 NOT APPLICABLE

================================================================================

<PAGE>


                        SEQUOIA RESIDENTIAL FUNDING, INC.
        SEQUOIA MORTGAGE TRUST 2004-5, MORTGAGE PASS-THROUGH CERTIFICATES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>         <C>                                                                   <C>
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...............6
            ITEM 14 -  PRINCIPAL ACCOUNTANT FEES AND SERVICES.......................6

PART IV     ........................................................................6
            ITEM 15 -  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                       FORM 8-K.....................................................6

SIGNATURES  ........................................................................9

CERTIFICATION......................................................................10

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..................................................11

INDEX TO EXHIBITS..................................................................11
</TABLE>


                                       2
<PAGE>


                                     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
2004-5 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 17 holders of the Class A-1
Certificates, five (5) holders of the Class A-2 Certificates, five (5) holders
of the Class A-3 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 X-B
Certificates, four (4) holders of the Class B-1 Certificates, four (4) holders
of the Class B-2 Certificates, and one (1) holder 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
<PAGE>


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-1

<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
BANK OF NY                  $160,430,000                  29.01%
ML SFKPG                    $134,000,000                  24.23%
US BANK NA                   $36,930,000                  66.78%
CGM/SAL BR                   $42,050,000                   7.60%
BNY/CDC-FP                   $40,050,000                   7.24%
MELLON TR                    $41,000,000                   7.41%
SSB&T CO                     $31,410,000                   5.68%
</TABLE>

CLASS A-2

<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
RBCCAPMKTS                   $30,000,000                  16.14%
JPMCBNA                      $18,500,000                   9.95%
SSB&T CO                     $78,500,000                  42.23%
NRTHRN TR                    $55,000,000                  29.59%
</TABLE>


                                       4
<PAGE>

CLASS A-3

<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
BANK OF NY                   $40,800,000                  54.40%
SSB&T CO                      $7,075,000                   9.43%
JPMCBNA                      $23,400,000                  31.12%
</TABLE>

CLASS X-1

<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
US BANK NA                  $260,867,000                 100.00%
</TABLE>

CLASS X-2

<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
CITIBANK                    $260,867,000                 100.00%
</TABLE>

CLASS X-B

<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
CITIBANK                     $23,373,000                    100%
</TABLE>

CLASS B-1


<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
INVSTERS BK                   $3,000,000                  20.02%
WELLS BKNA                    $4,370,000                  29.38%
JPMC/RBS                      $5,000,000                  33.62%
JPMCBNA                       $2,504,000                  16.84%
</TABLE>

CLASS B-2

<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
INVSTRS BK                    $2,740,000                  32.23%
WELLS BKNA                    $2,000,000                  23.53%
JPMCBNA                       $1,000,000                  11.77%
SSB&T CO                      $2,759,000                  32.46%
</TABLE>

CLASS B-3

<TABLE>
<CAPTION>
                                                      Percentage of
                                                       Outstanding
Identification         Principal Amount Owned             Amount
--------------         ----------------------         -------------
<S>                    <C>                            <C>
WELLS BKNA                    $4,674,000                    100%
</TABLE>


                                       5
<PAGE>


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 this report:

            1.    Financial Statements:

                  Not applicable.

            2.    Financial Statement Schedules:

                  Not applicable.

            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 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.

                  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 Accountant pursuant to
                                  Section 7.05 of the RWT/Cendant Servicing
                                  Agreement.


                                       6
<PAGE>

                  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.

                  99.11****       Statement of Compliance of the Servicer
                                  pursuant to Section 5.04 of the Mortgage Loan
                                  Purchase and Servicing Agreement, dated as of
                                  April 1, 1998, between RWT and Countrywide
                                  Home Loans, Inc., as amended by the Amendment
                                  Number One to such agreement, dated February
                                  27, 2004, as modified by the related
                                  Acknowledgements (the "RWT/Countrywide
                                  Servicing Agreement").

                  99.12****       Report of Independent Accountant pursuant to
                                  Section 5.05 of the RWT/Countrywide Servicing
                                  Agreement.

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

<TABLE>
<CAPTION>
DATE OF REPORTS ON FORM 8-K      ITEMS REPORTED/FINANCIAL STATEMENTS FILED
---------------------------      -----------------------------------------
<S>                              <C>
May 17, 2004                     Report filing Collateral Term Sheet

May 27, 2004                     Report filing Computational Materials

June 11, 2004                    Report filing the Pooling and Servicing
                                 Agreement and the Tax Opinion

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
</TABLE>

--------------

*     The document is not due to be delivered until March 31, 2005. 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, 2005. 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, 2005. 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 May 31, 2005. Such document
      will be filed with the Securities and Exchange Commission by amendment
      upon receipt by the Registrant.


                                       7
<PAGE>


                                   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:   March 31, 2005.


                                       8
<PAGE>


                                  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, 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, GreenPoint Mortgage Funding, Inc.,
as Servicer, Cendant Mortgage Corporation, as Servicer, Bank of America, N.A.,
as Servicer, GMAC Mortgage Corporation, as Servicer, and Countrywide Home Loans,
Inc., as Servicer.


Date: March 31, 2005


/s/ Harold F. Zagunis
------------------------------------
Signature
Name: Harold F. Zagunis
Title: Chief Financial Officer and Secretary


                                       9
<PAGE>


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 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.

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 Accountant 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.

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

<PAGE>
99.10*         Report of Independent Accountant pursuant to Section 6.05 of the
               RWT/GMAC Servicing Agreement.

99.11****      Statement of Compliance of the Servicer pursuant to Section 5.04
               of the Mortgage Loan Purchase and Servicing Agreement, dated as
               of April 1, 1998, between RWT and Countrywide Home Loans, Inc.,
               as amended by the Amendment Number One to such agreement, dated
               February 27, 2004, as modified by the related Acknowledgements
               (the "RWT/Countrywide Servicing Agreement").

99.12****      Report of Independent Accountant pursuant to Section 5.05 of the
               RWT/Countrywide Servicing Agreement.

--------------

*     The document is not due to be delivered until March 31, 2005. 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, 2005. 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, 2005. 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 May 31, 2005. Such document
      will be filed with the Securities and Exchange Commission by amendment
      upon receipt by the Registrant.


                                       11