Item 1. Business
Information not provided pursuant to No Action Request.
Item 2.
Item 2. Properties
Pursuant to the No Action Request, Residential Funding Corporation's (the "Master Servicer") Annual Statement as to Compliance, dated as of March 30, 2004 is filed as Exhibit 99.1 under Item 16 (a) hereof.
Item 3.
Item 3. Legal Proceedings
The Indenture Trustees and the Owner Trustees for the following Home Loan Trusts, and the Trusts themselves, have been named as defendants in the class action lawsuit listed immediately below: 1997-HI3, 1999-HI6, 1999-HI8, 2000-HI1, 2000-HI2, 2000-HI3, 2000-HI4, and 2001-HI1:
James and Jill Baker et al v. Century Financial Group, Inc et al, in the Clay County Circuit Court, Missouri at Liberty.
On February 3, 2002, three days after a class was certified, plaintiffs filed their third amended complaint and added the above-referenced trustees, trusts and Residential Funding Corporation ("RFC"). The initial case was filed on July 12, 2001. The case alleges that certain loans originated by Century Financial Group were not originated in accordance with applicable state law and that the trust-related defendants and the trusts may be liable as assignees under the federal Home Ownership and Equity Protection Act. The plaintiffs are primarily seeking monetary damages. The trust-related defendants are vigorously defending the case and have filed a Motion to Dismiss. RFC has indemnified the trustees and the trusts for all costs and expenses associated with the litigation. If any of the loans at issue were determined by a court not to have been originated in full compliance with applicable law, RFC would be required to repurchase such loans from the trusts.
The Owner Trustee for Home Loan Trust 1997-H13, and the trust itself, have been named as defendants in the following purported class action lawsuit:
Jack and Hilda Beaver et al v. FirstPlus Homeowner Trusts et al, in the Circuit Court for Jackson County Missouri, at Independence.
This case was initially filed August 21, 2003. The case alleges that certain loans originated by First Consumers Mortgage, Inc. were not originated in accordance with applicable state law and that the Owner Trustee and the trust may be liable as assignees under the federal Home Ownership and Equity Protection Act. The plaintiffs are primarily seeking monetary damages. The trust-related defendants are vigorously defending the case and a motion to dismiss is pending. The case, however, is temporarily stayed due to the presiding judge's retirement. RFC has indemnified the Owner Trustee and the trust for all costs and expenses associated with the litigation. If any of the loans at issue were determined by a court not to have been originated in full compliance with applicable law, RFC would be required to repurchase such loans from the trust.
Residential Funding Mortgage Securities II, Inc. the Indenture Trustees, the Owner Trustees and the Trust themselves, have been named as defendants in the purported class action lawsuit listed immediately below: 1998-HI2, 1998-HI4, 1998-HI8, 1999-HI1, 1999-HI2, 1999-HI4, 1999-HI6, 1999-HI8, 2000-HI1, 2000-HI2, 2000-HI3, 2000-HI4 and 2000-HI5:
Danita S. Couch et al v. SMC Lending, Inc., in the Circuit Court for Clay County, Missouri.
The seventh amendment to this case, filed on February 2, 2004, added the Registrant and the above-referenced trustees and trusts. The initial case was filed, however, on January 3, 2002. The case alleges that certain loans originated by SMC Lending, Inc. were not originated in accordance with applicable state law and that the Registrant and trust-related defendants may be liable as assignees under the federal Home Ownership and Equity Protection Act. The plaintiffs are primarily seeking monetary damages. The Registrant and the trust-related defendants are vigorously defending the case and will file a Motion to Dismiss the seventh amended complaint. RFC has indemnified the trustees and trusts for all costs and expenses associated with the litigation. If any of the loans at issue were determined by a court not to have been originated in full compliance with applicable law, RFC would be required to repurchase such loans from the appropriate trust.
Residential Funding Mortgage Securities II, Inc., the Indenture Trustee and the Owner Trustee for the Home Loan Trust 2000-HI1 have been named as defendants in the following purported class action lawsuit:
Steven and Ruth Mitchell v. Residential Funding Corporation et al, in the Circuit Court of Jackson County, Missouri at Kansas City.
This case was initially filed on August 8, 2003. The case alleges that certain loans originated by Mortgage Capital Resources, Inc. were not originated in accordance with applicable state law and that the Registrant and the trustees may be liable as assignees under the federal Home Ownership and Equity Protection Act. The plaintiffs are primarily seeking monetary damages. The Registrant and the trust-related defendants are vigorously defending the case and have filed a motion to dismiss. RFC has indemnified the trustees for all costs and expenses associated with the litigation. If any of the loans at issue were determined by a court not to have been originated in full compliance with applicable law, RFC would be required to repurchase such loans from the trust.
Residential Funding Mortgage Securities II, Inc. the Indenture Trustee and the Owner Trustee of Home Loan Trust 2001-HI2 have been named as defendants in the following purported class action lawsuit:
Alvin and Linda Phipps v Guaranty National Bank of Tallahassee et al, in the United States District Court for the Western District of Missouri.
This case was initially filed on April 3, 2003. The case alleges that certain loans originated by Guaranty National Bank of Tallahassee were not originated in accordance with applicable state law and that the Registrant, the trustees and the trust may be liable as assignees under the federal Home Ownership and Equity Protection Act. The plaintiffs are primarily seeking monetary damages. On September 17, 2003, the case was dismissed against all defendants. Plaintiffs appealed, and the appeal has been fully briefed and is currently pending. RFC has indemnified the trustees for all costs and expenses associated with the litigation. If any of the loans at issue were determined by a court not to have been originated in full compliance with applicable law, RFC would be required to repurchase such loans from the trust.
The Indenture Trustee and the Owner Trustee for Home Loan Trust 1997-H13, and the trust itself, have been named as defendants in the following purported class action lawsuit:
John and Jeannette Schwartz et al v. Bann-Cor Mortgage Group et al., in the Circuit Court at Jackson County, Missouri, at Kansas City.
The case was initially filed on September 14, 2003. The case alleges that certain loans originated by Bann-Cor Mortgage were not originated in accordance with applicable state law and that the trustees and the trust may be liable as assignees under the federal Home Ownership and Equity Protection Act. The plaintiffs are primarily seeking monetary damages. The trust-related defendants are vigorously defending the case and will file a Motion to Dismiss. RFC has indemnified the trustees and the trust for all costs and expenses associated with the litigation. If any
of the loans at issue were determined by a court not to have been originated in full compliance with applicable law, RFC would be required to repurchase such loans from the trust.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Security Holders.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Matters.
(a) There is no established public trading market for the Certificates. At December 31, 2003, the number of holders or record of each outstanding series of Certificates is listed in Exhibit 99.3 under Item 15 (a) hereof. (b) Not applicable. (c) Not applicable.
Item 6.
Item 6. Selected Financial Data
Information not provided pursuant to No Action Request.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Information not provided pursuant to No Action Request.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Financial Data
See the Master Servicer's Annual Statement of Compliance that is filed as Exhibit 99.1 under Item 16 (a) hereof; see also report dated February 20, 2004 prepared by the Master Servicer's independent accountant, concerning the Master Servicer's servicing activities that is filed as Exhibit 99.2 under Item 16 (a) hereof.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Information not provided pursuant to No Action Request.
Item 11.
Item 11. Executive Compensation
Information not provided pursuant to No Action Request.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by Item 201(d) of Regulation S-K is not applicable. Remaining information not provided pursuant to No Action Request.
Item 13.
Item 13. Certain Relationships and Related Transactions
Information not provided pursuant to No Action Request.
Item 14.
Item 14. Principal Accountant Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibit #
Officer's Annual Compliance Statements 99.1 Residential Funding Corporation
Residential Funding Corporation Independent Auditor's 99.2 Report on the Uniform Single Audit Program for Mortgage Bankers
Item 5(a) 99.3
Consent of KPMG LLP, independent auditors of Ambac Assurance 99.4 Corporation and subsidiaries
Audited financial statements for the year ended December 31, 2003 for Ambac Assurance Corporation *
(b) Information not provided pursuant to No Action Request. (c) Information not provided pursuant to No Action Request. (d) Information not provided pursuant to No Action Request.
__________________________
* Incorporated by reference to the consolidated financial statements of Ambac Assurance Corporation and subsidiaries as of December 31, 2003 and 2002, and for each of the years in the three-year period ended December 31, 2003, which report appears in the Annual Report on Form 10-K of Ambac Financial Group, Inc., which was filed with the Securities and Exchange Commission on March 15, 2004 (Securities and Exchange Commission File No. 1-10777). The report of KPMG LLP refers to changes, in 2003, in Ambac Assurance Corporation's methods of accounting for variable interest entities and stock-based compensation.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized, on this 30th day of March, 2004.
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
By: RESIDENTIAL FUNDING CORPORATION, as Master Servicer
By: /s/ Barbara Wendt Name: Barbara Wendt Title: Managing Director, Master Servicing
CERTIFICATION
I, Barbara Wendt, 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 periods included in the year covered by this annual report, of Residential Funding Mortgage Securities II, 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, or similar, agreement, for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that 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 Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on information provided to me by the unaffiliated parties listed herein in Annex I attached hereto.
Date: March 30, 2004
/s/ Barbara Wendt Barbara Wendt Managing Director, Master Servicing
Annex I
Subservicers:
1st 2Nd Mortgage Co. Of Nj, Inc. ABN AMRO Mortgage Group, Inc. Accredited Home Lenders, Inc. (Se) Alliance Mortgage Company American Airlines Federal Credit Union Amsouth Bank Bancoklahoma Mtg Corp Bank Of America, N.a. Bank Of Hawaii Bank One, N. A. Bank-fund Staff Federal Credit Union Bb&t Of Virginia Boston Federal Savings Bank Bsi Financial Services, Inc. Carolina First Bank Cendant Mortgage Corporation Cenlar Federal Savings Bank Central Carolina Bank & Trust Central Pacific Bank Centura Bank Century Bank Charter One Mortgage Corporation Chase Manhattan Mortgage Corp. Chevy Chase Sb, Fsb Citimortgage, Inc. City Bank Colonial Savings, F.a. Columbia Equities, Ltd. Columbia National, Inc. Countrywide Home Loans, Inc. Crescent Bank & Trust Company Crescent Mortgage Services, Inc. Cuna Mutual Mortgage Corporation Dollar Bank, Fsb Downey Savings & Loan Assoc., F.a. E.m.c. Corporation Emigrant Mortgage Company Fairbanks Capital Corp Fifth Third Bank First Financial Bank First Hawaiian Bank First Horizon Home Loan Corp First Indiana Bank First Interstate Bank First Nationwide Mortgage Corp. First Republic Bank First West Mortgage Bankers Ltd. First-citizens Bank And Trust Company Of Sc Firstmerit Corporation Franklin National Bank Fremont Bank Gateway Business Bank Ge Mortgage Services, Llc Gmac Mortgage Corp Golden First Mortgage Corp. Graystone Mortgage Corporation Greenpoint Mortgage Funding, Inc. Guaranty Residential Lending, Inc. Guardian Mortgage Company Inc. Hawaii Homeloans, Inc. Home Financing Center, Inc. Homecomings Financial Homeside Lending, Inc. Homestreet Bank Hsbc Mortgage Corporation (Usa) Irwin Mortgage Corporation Liberty Savings Bank Fsb Litton Loan Servicing Llp M & T Mortgage Corporation Master Financial Inc. Matrix Financial Services Corporation Mid America Bank Fsb Mid-state Bank & Trust Mitchell Mortgage Company, L.l.c. Mortgage Access Corp. Mortgage Lenders Network Usa Inc. (Se) Mountain States Mortgage Center, Inc. National City Mortgage Company New Mexico Mortgage Finance Authority New South Federal Savings Bank North American Mortgage Company Ocwen Financial Corporation Pacific Capital Bank, Na Primewest Mortgage Corporation Provident Funding Associates, L.p. Provident Savings Bank F.s.b Republic Bank Sky Financial Group, Inc. Stanford Federal Credit Union Suntrust Mortgage, Inc. Synovus Mortgage Corporation Taylor, Bean & Whitaker Mortgage Corp. Test Company x The Huntington National Bank The Northern Trust Company Third Federal Savings & Loan Assoc. Of Cleveland Tib The Independent Bankersbank Trustcorp Mortgage Company U.S. Bank N.a. Ulster Savings Bank Union Bank Of California, N.a. Wachovia Mortgage Corporation Wall Street Mortgage Bankers Washington Mutual Bank, Fa Wells Fargo Home Mortgage, Inc Westamerica Bank Wilshire Credit Corporation
Trustees:
JPMorgan Chase Bank