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EXHIBIT 99.2 (DELOITTE LOGO)Deloitte & Touche LLP
Two Prudential Plaza
180 North Stetson Avenue
Chicago, IL 60601-6710
USATel. + 1 312 946 3000
Fax. + 1 312 946 2600
www.deloitte.com
 INDEPENDENT ACCOUNTANTS REPORT Morgan Stanley Dean Witter Credit Corporation
Riverwoods, Illinois We have examined managements assertion that
Morgan Stanley Dean Witter Corporations
(the Company) has complied as of and for the
year ended December 31, 2003, with its
established minimum servicing standards for
the Redwood Trust Inc. described in the
accompanying managements assertion dated
February 23, 2004. Management is
responsible for the Companys compliance
with those minimum servicing standards. Our
responsibility is to express an opinion on
managements assertion about  the Companys
compliance based on our examination. Our examination was conducted in accordance
with attestation standards established by
the American Institute of Certified Public
Accountants and, accordingly, included
examining, on a test basis, evidence about
the Companys compliance with its minimum
servicing standards and performing such
other procedures as we considered necessary
in the circumstances. We believe that our
examination provides a reasonable basis for
our opinion. Our examination does not
provide a legal determination on the
Companys compliance with its minimum
servicing standards. In our opinion, managements assertion that
the Company complied with the aforementioned
minimum servicing standards as of and for
the year ended December 31, 2003, is fairly
stated, in all material respects based on
the criteria set forth in Appendix I. (DELOITTE & TOUCHE LLP) February 23, 2004  Member
ofDeloitteTouche Tohmatsu




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MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION February 23, 2004 MANAGEMENTS ASSERTION As of and for the year ended December 31,
2003, Morgan Stanley Dean Witter Credit
Corporation (the Company) has complied, in
all material respects, with the Companys
established minimum servicing standards for
Redwood Trust Inc. as set forth in Appendix I
(the Standards). The Standards are based on
the Mortgage Bankers Association of
Americas Uniform Single Attestation Program
for Mortgage Bankers. As of and for this same
period, Morgan Stanley Dean Witter & Co. had
in effect a fidelity bond in the amount of
$20 million and errors and omissions policy
in the amount of $5 million 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
SVP, Controller 2500 Lake Cook Road,
Riverwoods, Illinois 60015




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MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION 
 APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN
THE MORTGAGE BANKERS ASSOCIATION OF AMERICAS
UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS I. CUSTODIAL BANK ACCOUNTS  1.
    
    Reconciliations
shall be prepared on a monthly
basis for all custodial bank
accounts and related tank clearing
accounts. These reconciliations
shall:  ú be mathematically accurate;ú  be prepared within forty-five (45) calendar
days after the cutoff date;ú  be reviewed and approved by someone other than
the person who prepared the reconciliation; andú  document explanations for reconciling
items. These reconciling items
shall be resolved within ninety (90) calendar days of
their original identification.  2.
    
    Funds of the
servicing entity shall be advanced
in cases where there is an
overdraft in an investors or a
mortgagors account.3.
    
    Each custodial
account shall be maintained at a
federally insured depository
institution in trust for the applicable
investor.4.
    
    Escrow funds held in
trust for a mortgagor shall be returned
to the mortgagor
within thirty (30) calendar days of
payoff of the mortgage loan. (Not
Applicable)II.
    
    MORTGAGE PAYMENTS1.
    
    Mortgage
payments shall be deposited into
the custodial bank accounts and
related bank clearing accounts
within two business days of receipt.2.
    
    Mortgage payments
made in accordance with the mortgagors
loan documents
shall be posted to the applicable
mortgagor records within two business
days of
receipt.3.
    
    Mortgage payments
shall be allocated to principal,
interest, insurance, taxes or
other escrow items in accordance with the
mortgagors loan documents.4.
    
    Mortgage payments
identified as loan payoffs shall be
allocated in accordance
with the mortgagors loan documents. 2500 Lake Cook Road, Riverwoods, Illinois 60015




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MORGAN STANLEY DEAN
WITTERCREDIT CORPORATION  III.
    
    DISBURSEMENTS1.
    
    Disbursements made
via wire transfer on behalf of a
mortgagor or investor shall
be made only by authorized personnel.2.
    
    Disbursements made
on behalf of a mortgagor or investor
shall be posted within
two business days to the mortgagors or
investors records maintained by the
servicing entity.3.
    
    Tax and insurance
payments shall be made on or before the
penalty or insurance
policy expiration dates, as indicated on
tax bills and insurance premium notices,
respectively, provided that such support
has been received by the servicing entity
at least thirty (30) calendar days prior
to these dates. (Not Applicable)4.
    
    Any late payment
penalties paid in conjunction with the
payment of any tax bill or
insurance premium notice shall be paid
from the servicing entitys funds and not
charged to the mortgagor, unless the late
payment was due to the mortgagors
error or omission. (Not Applicable)5.
    
    Amounts remitted to
investors per the servicers investor
reports shall agree with
cancelled checks, or other form of
payment, or custodial bank statements.6.
    
    Unused checks shall be safeguarded so as to prevent
unauthorized access.IV.
    
    INVESTOR ACCOUNTING AND REPORTING1.
    
    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 ACCOUNTING1.
    
    The servicing
entitys mortgage loan records shall
agree with, or reconcile to, the
records of mortgagors with respect to
the unpaid principal balance on a monthly
basis.2.
    
    Adjustments on ARM
loans shall be computed based on the
related mortgage note
and any ARM rider.3.
    
    Escrow accounts
shall be analyzed, in accordance with
the mortgagors loan
documents, on at least an annual basis.
(Not Applicable)4.
    
    Interest on
escrow accounts shall be paid, or
credited, to mortgagors in
accordance with the applicable state
laws. (Not Applicable) 2500 Lake Cook Road,
Riverwoods, Illinois 60015




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MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION  VI.
    
    DELINQUENCIES1.
    
    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 POLICIES1.
    
    A fidelity bond and errors and
omissions policy shall be in effect on the
servicing entity throughout the reporting
period in the amount of coverage represented
to investors in managements assertion. 2500 Lake Cook Road,
Riverwoods, Illinois 60015