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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, 2002 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: 333-90772

SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing
Agreement, dated August 1, 2002, providing for the issuance of the Sequoia
Mortgage Trust 9, Mortgage Pass-Through Certificates)

SEQUOIA RESIDENTIAL FUNDING, INC.

(Exact Name of registrant as specified in its charter)


|                                                                                        |  |                                                
|--------------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of incorporation or organization)                 |  | 35-2170972
(I.R.S. employer identification no.)
|                                                                                        |  |                                                
|591 Redwood Highway
Suite 3160
Mill Valley, CA
(Address of principal executive offices) |  | 94941
(Zip code)                               

(415) 381-1765
(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
(Title of class)                                       |  | None
(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 o

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 o 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





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TABLE OF CONTENTS



|                         |                                                                                                  |  |  |  |  |  |  | 
|------------------------ | ------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I                  
|                         | ITEM 1    BUSINESS                                                                             
|                         | ITEM 2    PROPERTIES                                                                           
|                         | ITEM 3  LEGAL PROCEEDINGS                                                                      
|                         | ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                    
|PART II                 
|                         | ITEM 5    MARKET FOR REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS                 
|                         | ITEM 6    SELECTED FINANCIAL DATA                                                              
|                         | ITEM 7    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                         | ITEM 7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|                         | ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION                                   
|                         | ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
|PART III                
|                         | ITEM 10    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                  
|                         | ITEM 11    EXECUTIVE COMPENSATION                                                              
|                         | ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                      
|                         | ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                      
|PART IV                 
|                         | ITEM 14 CONTROLS AND PROCEDURES                                                                 
|                         | ITEM 15 PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                  
|                         | ITEM 16    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                     
|SIGNATURES              
|CERTIFICATION           
|SUPPLEMENTAL INFORMATION
|INDEX TO EXHIBITS       



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SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 9, 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 AND
RELATED STOCKHOLDER MATTERS                  |  |      | 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 | 
|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 | 
|PART IV                                                                                                                                                                                |                                                                                              |  | 6    |  
|                                                                                                                                                                                       | ITEM 14-CONTROLS AND PROCEDURES                                                              |  |      | 6 | 
|                                                                                                                                                                                       | ITEM 15-PRINCIPAL ACCOUNTANT FEES AND SERVICES                                               |  |      | 6 | 
|                                                                                                                                                                                       | ITEM 16-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K                      |  |      | 6 | 
|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



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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 16.




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 9
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 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, there were four holders of the Class 1A
Certificates, eight holders of the Class 2A Certificates, one holder of the
Class X-1A Certificate, one holder of the Class X-1B Certificate, one holder of
the Class X-B Certificate, one holder of the Class B-1 Certificate, one holder
of the Class B-2 Certificate, and one holder of the Class B-3 Certificate.




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



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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 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 |                        |                                  | $241,689,000 |  |  |  | 63.32 | %
|                                                                                          
|JP Morgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254                                 |                        |                                  | $115,000,000 |  |  |  | 30.13 | %

Class 2A

|                                                                                                                  |                        |                                  |              |  |  |  |       |  
|----------------------------------------------------------------------------------------------------------------- | ---------------------- | -------------------------------- | ------------ |  |  |  | ----- | -
|Name and Address                                                                                                  | Principal Amount Owned | Percentage of Outstanding Amount
|                                                                                                                  |                        |                                 
|The Bank of New York
One Wall Street
New York, NY 10286                                                           |                        |                                  | $26,000,000  |  |  |  | 15.40 | %
|                                                                                                                 
|State Street Bank and Trust
Company
1776 Heritage Drive
Global Corporate Action Unit
JAB 5NW
No. Quincy, MA 02171 |                        |                                  | $129,000,000 |  |  |  | 76.39 | %

4



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Class X-1A

|                                                                 |                        |                                  |              |  |  |  |        |  
|---------------------------------------------------------------- | ---------------------- | -------------------------------- | ------------ |  |  |  | ------ | -
|Name and Address                                                 | Principal Amount Owned | Percentage of Outstanding Amount
|                                                                 |                        |                                 
|DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005 |                        |                                  | $203,766,000 |  |  |  | 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 |                        |                                  | $177,923,000 |  |  |  | 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 |                        |                                  | $7,702,000 |  |  |  | 100.00 | %

Class B-1

|                                                                             |                        |                                  |            |  |  |  |        |  
|---------------------------------------------------------------------------- | ---------------------- | -------------------------------- | ---------- |  |  |  | ------ | -
|Name and Address                                                             | Principal Amount Owned | Percentage of Outstanding Amount
|                                                                             |                        |                                 
|State Street Bank and Trust
Company
1776 Heritage Drive
No. Quincy, MA 02171 |                        |                                  | $7,702,000 |  |  |  | 100.00 | %

Class B-2

|                                                                 |                        |                                  |            |  |  |  |        |  
|---------------------------------------------------------------- | ---------------------- | -------------------------------- | ---------- |  |  |  | ------ | -
|Name and Address                                                 | Principal Amount Owned | Percentage of Outstanding Amount
|                                                                 |                        |                                 
|DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005 |                        |                                  | $4,564,000 |  |  |  | 100.00 | %

Class B-3

|                                                                 |                        |                                  |            |  |  |  |        |  
|---------------------------------------------------------------- | ---------------------- | -------------------------------- | ---------- |  |  |  | ------ | -
|Name and Address                                                 | Principal Amount Owned | Percentage of Outstanding Amount
|                                                                 |                        |                                 
|DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005 |                        |                                  | $3,424,000 |  |  |  | 100.00 | %

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ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.




PART IV




ITEM 14 CONTROLS AND PROCEDURES

Not Applicable.




ITEM 15 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not Applicable.




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:                     

|            |  |                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.1**      |  | Statement of Compliance of the Servicer pursuant to
Section 7.04(a) of The Master Servicing Agreement
between Redwood Trust, Inc. (Redwood) and Morgan
Stanley Dean Witter Credit Corporation, dated August
1, 2001, as modified by the related Acknowledgements
(the Redwood/Morgan Servicing Agreement).                     
|99.2**      |  | Report of Independent Accountant pursuant to Section 7.04(b) of the
Redwood/Morgan Servicing Agreement.                                                                                                                                                                                                                            
|99.3**      |  | 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).                              
|99.4**      |  | Report of Independent Accountant pursuant to Section 7.04(b) of the
RWT/Morgan Servicing Agreement.                                                                                                                                                                                                                                
|99.5*       |  | Statement of Compliance of the
Servicer pursuant to Section 6.04 of the Mortgage
Loan Flow Purchase, Sale and Servicing Agreement,
dated as of February 1, 2002, between Redwood and
GreenPoint Mortgage Funding, Inc., as amended, and as
modified by the related Acknowledgements (the
Redwood/GreenPoint Servicing Agreement).

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|            |  |                                                                                                                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                          
|99.6*       |  | Report of Independent Accountant pursuant to Section 6.05 of the
Redwood/GreenPoint Servicing Agreement.                                                                                                                                                                                                 
|99.7*       |  | 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).
|99.8*       |  | Report of Independent Accountant pursuant to Section 6.05 of the
RWT/GreenPoint Servicing Agreement.                                                                                                                                                                                                     



|(b) Reports on
Form 8-K filed during the last quarter of the period covered by this report. |                              | 
|------------------------------------------------------------------------------------------- | ---------------------------- | 
|                                                                                            |                              | 
|                                                                                            | Date of Reports on Form 10-K | 
|                                                                                            |                              | 
|                                                                                            | October 1, 2002              | 
|                                                                                            |                              | 
|                                                                                            | October 16, 2002             | 
|                                                                                            |                              | 
|                                                                                            | November 27, 2002            | 
|                                                                                            |                              | 
|                                                                                            | December 23, 2002            | 
|                                                                                            |                              | 
|                                                                                            | December 23, 2002            | 



---

|*  |  | 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 1, 2003. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant. 

7



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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.                         
| |  |                                                        
| |  | By: /s/ Harold F. Zagunis                              
| |  |                                                        
| |  | Name: Harold F. Zagunis                                
| |  | Title: Chief Financial Officer, Treasurer and Secretary

Date: March 31, 2003.

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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 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, and GreenPoint Mortgage
Funding, Inc., as Servicer.

Date: March 31, 2003

|                                                                                                               | 
|-------------------------------------------------------------------------------------------------------------- | 
|/s/ Harold F. ZagunisSignature
Name: Harold F. Zagunis
Title: Chief Financial Officer, Treasurer and Secretary | 

9



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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)

|            |  |                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.1**      |  | Statement of Compliance of the Servicer pursuant to Section 7.04(a) of
The Master Servicing Agreement between Redwood Trust, Inc. (Redwood) and
Morgan Stanley Dean Witter Credit Corporation, dated August 1, 2001, as
modified by the related Acknowledgements (the Redwood/Morgan Servicing
Agreement).                     
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.2**      |  | Report of Independent Accountant pursuant to Section 7.04(b) of the
Redwood/Morgan Servicing Agreement.                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.3**      |  | 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).                              
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.4**      |  | Report of Independent Accountant pursuant to Section 7.04(b) of the
RWT/Morgan Servicing Agreement.                                                                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.5*       |  | Statement of Compliance of the Servicer pursuant to Section 6.04 of the
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
February 1, 2002, between Redwood and GreenPoint Mortgage Funding, Inc.,
as amended, and as modified by the related Acknowledgements (the
Redwood/GreenPoint Servicing Agreement).
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.6*       |  | Report of Independent Accountant pursuant to Section 6.05 of the
Redwood/GreenPoint Servicing Agreement.                                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.7*       |  | 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).                          
|            |  |                                                                                                                                                                                                                                                                                                                                    
|99.8*       |  | Report of Independent Accountant pursuant to Section 6.05 of the
RWT/GreenPoint 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 1, 2003. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant. 

10