SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 25, 2004
Date of Report (Date of Earliest Event Reported)
SEQUOIA RESIDENTIAL FUNDING, INC.
(as Depositor with respect to the issuance of Sequoia Mortgage Trust 2004-2,
Mortgage Pass-Through Certificates)
SEQUOIA RESIDENTIAL FUNDING, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-112334 35-2170972
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
One Belvedere Place, Suite 330
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Mill Valley, CA 94941
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(Address of Principal Executive Offices)
(415) 389-7373
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(Registrant's Telephone Number,
Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On February 1, 2004, Sequoia Residential Funding, Inc. (the "Depositor"), HSBC
Bank USA (the "Trustee"), and Wells Fargo Bank, National Association (the
"Master Servicer" and "Securities Administrator") entered into a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), pursuant to which
the Sequoia Mortgage Trust 2004-2 Mortgage Pass-Through Certificates in the
approximate aggregate principal amount of $693,698,100 were issued. In
connection with the offering of Mortgage Pass-Through Certificates, RWT
Holdings, Inc. ("RWT") and the Depositor entered into a Mortgage Loan Purchase
and Sale Agreement dated February 1, 2004, pursuant to which RWT conveyed to
the Depositor as of the closing on February 25, 2004, all of its interest in
the Mortgage Loans. The Pooling and Servicing Agreement, with accompanying
Exhibits, is annexed hereto as Exhibit 99.1. The Opinion as to federal income
tax matters in connection with the issuance of the Sequoia Mortgage Trust
2004-2 Mortgage Pass-Through Certificates is attached hereto as Exhibit 99.2.
ITEM 7(c). EXHIBITS
99.1 Pooling and Servicing Agreement dated February 1, 2004,
by and among Sequoia Residential Funding, Inc., as
Depositor, HSBC Bank USA, as Trustee, and Wells Fargo
Bank, N. A., as Master Servicer and Securities
Administrator.
99.2 Opinion of Chapman and Cutler LLP, dated February 25,
2004, as to federal income tax matters in connection
with the issuance of the Sequoia Mortgage Trust 2004-2
Mortgage Pass-Through Certificates.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 9, 2004
SEQUOIA RESIDENTIAL FUNDING, INC.
By: /s/ Harold F. Zagunis
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Harold F. Zagunis
Secretary
EXHIBIT INDEX
Exhibit Number
99.1 Pooling and Servicing Agreement dated February 1, 2004, by and among
Sequoia Residential Funding, Inc., as Depositor, HSBC Bank USA, as
Trustee, and Wells Fargo Bank, N. A., as Master Servicer and Securities
Administrator.
99.2 Opinion of Chapman and Cutler LLP, dated February 25, 2004, as to
federal income tax matters in connection with the issuance of the
Sequoia Mortgage Trust 2004-2 Mortgage Pass-Through Certificates.