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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported): October 28, 1997
SEQUOIA MORTGAGE FUNDING CORPORATION, (as depositor).
SEQUOIA MORTGAGE FUNDING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-22681 91-1771827
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
591 Redwood Highway
Suite 3120
Mill Valley, California 94941
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (415) 381-1765
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Item 5. Other Events.
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Incorporation of Certain Documents by Reference.
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Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on AMBAC Indemnity Corporation, SEC No-Action Letter
(December 19, 1996), Sequoia Mortgage Funding Corporation (the "Company")
will incorporate by reference into the Company's registration statement
(File No. 333-22681), the consolidated financial statements of Ambac
Assurance Corporation and its subsidiaries as of December 31, 1996 and
December 31, 1995, and for the three year period ended December 31, 1996,
included in the Current Report on Form 8-K of AMBAC Inc. (which was filed
with the Securities and Exchange Commission on March 12, 1997) and the
consolidated financial statements of Ambac Assurance Corporation and its
subsidiaries as of June 30, 1997, and for the periods ended June 30, 1997
and June 30, 1996, included in the Quarterly Report on Form 10-Q of Ambac
Financial Group for the period ended June 30, 1997 (which was filed with
the Securities and Exchange Commission on August 14, 1997). Such
financial statements will be referred to in the prospectus supplement
dated October 24, 1997 relating to Sequoia Mortgage Trust 2 Collateralized
Mortgage Bonds. In connection with the incorporation of such documents by
reference, the Company is hereby filing the consent of KPMG Peat Marwick
LLP to the use of its name in such prospectus supplement. The consent of
KPMG Peat Marwick LLP is attached hereto as Exhibit 23.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23 Consent of KPMG Peat Marwick LLP.
SIGNATURES
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 hereunto duly authorized.
SEQUOIA MORTGAGE FUNDING CORPORATION
By: /s/ Vickie L. Rath
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Vickie L. Rath
Treasurer and Assistant Secretary
Dated: October 28, 1997
Exhibit Index
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Exhibit
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23 Consent of KPMG Peat Marwick LLP
Exhibit 23
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation
We consent to the incorporation by reference in the registration statement
(No. 333-22681) of Sequoia Mortgage Funding Corporation (the "Registrant")
and in the Prospectus Supplement of the Registrant dated October 24, 1997
(the "Prospectus Supplement") of our report dated January 30, 1997 on the
consolidated financial statements of Ambac Assurance Corporation (formerly
AMBAC Indemnity Corporation) as of December 31, 1996 and 1995, and for
each of the years in the three-year period ended December 31, 1996, which
report appears in the Form 8-K of Ambac Financial Group, Inc., (formerly
AMBAC Inc.) dated March 12, 1997 and to the reference to our firm under
the heading "Experts" in the Prospectus Supplement.
/s/ KPMG Peat Marwick LLP
New York, New York
October 24, 1997
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
October 28, 1997
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sequoia Mortgage Funding Corporation
Sequoia Mortgage Trust 2
Collateralized Mortgage Bonds
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Ladies and Gentlemen:
On behalf of Sequoia Mortgage Funding Corporation (the "Company"), we
enclose herewith for filing, pursuant to the Securities and Exchange Act
of 1934, as amended, the Company's Current Report on Form 8-K, including,
as an exhibit thereto, a consent of KPMG Peat Marwick LLP in connection
with the above-referenced transaction.
Very truly yours,
/s/ Steven Z. Hodaszy
Steven Z. Hodaszy
Enclosure
