Item 1. Business.
Not Applicable.
Item 1A.
Item 1A. Risk Factors.
Not Applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Not Applicable.
Item 3.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement, the Trustee, any Servicer or the Registrant with respect to the trust other than routine litigation incidental to the duties of the respective parties.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Currently, there is no established secondary market for the Certificates known to the Registrant. As of December 31, 2005, the number of holders of each class of offered certificates was 44 based on records provided by DTC.
Item 6.
Item 6. Selected Financial Data.
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not Applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9B.
Item 9B. Other Information.
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11.
Item 11. Executive Compensation.
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not Applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
No reportable transactions have occurred.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not Applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Not Applicable.
(2) Financial Statement Schedules:
Not Applicable.
(3) Exhibits:
Rule 13a-14(a)/15d-14(a) Certification, filed as 31.1 hereto.
Annual Independent Accountants' Servicing Report with Management Assertion, filed as Exhibit 99.1 hereto.
Servicer's Annual Statement as to Compliance, filed as Exhibit 99.2 hereto.
(b) Exhibits to this report are listed in Item (15)(a)(3)above.
(c) Not Applicable.
SIGNATURE
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 thereunto duly authorized.
MERRILL LYNCH MORTGAGE INVESTORS TRUST Mortgage Loan Asset-Backed Certificates, Series 2005-BC2 (Registrant)
Signed: Wilshire Credit Corp as Servicer
By: /s/ Jay H. Memmott, Chairman, President and CEO ----------------------------------------------- By: Jay H. Memmott, Chairman, President and CEO Date: March 29, 2006
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.
The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
EXHIBIT INDEX Exhibit Description
31.1 Rule 13a-14(a)/15d-14(a) Certification
99.1 Annual Independent Accountants' Servicing Report with Management Assertion
Wilshire Credit Corporation, as Servicer
99.2 Annual Servicer's Statement as to Compliance
Wilshire Credit Corporation, as Servicer
EXHIBIT 31.1 Annual Rule 13a-14(a)/15d-14(a) Certification
I, Jay H. Memmott, 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 Specialty Underwriting and Residential Finance Trust Mortgage Loan Asset-Backed Certificates, Series 2005-BC2;
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 JPMorgan Chase Bank, N.A.,as Trustee.
MERRILL LYNCH MORTGAGE INVESTORS TRUST Mortgage Loan Asset-Backed Certificates, Series 2005-BC2 (Registrant)
Signed: Wilshire Credit Corp as Servicer
By: /s/ Jay H. Memmott, Chairman, President and CEO ----------------------------------------------- By: Jay H. Memmott, Chairman, President and CEO Date: March 29, 2006
EXHIBIT 99.1 Annual Independent Accountants' Servicing Report with Management Assertion ------------------
Deloitte & Touche LLP Suite 3900 111 SW Fifth Avenue Portland, OR 97204-3642 USA Tel: +1 503 222 1341 Fax: +1 503 224 2172 www.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors Wilshire Credit Corporation:
We have examined management's assertion that Wilshire Credit Corporation, a wholly owned subsidiary of Merrill Lynch Mortgage Capital Inc., a division of Merrill Lynch & Co., New York, NY (the "Company"), has complied as of and for the year ended December 31, 2005, with its established minimum servicing standards described in the accompanying Management's Assertion on Minimum Servicing Standards dated February 27, 2006. 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, as adopted by the Public Company Accounting Oversight Board 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, 2005, is fairly stated, in all material respects, based on the criteria set forth in Appendix I.
By: /s/ Deloitte & Touche LLP ------------------------- February 27, 2006
Wilshire
MANAGEMENT'S ASSERTION ON MINIMUM SERVICING STANDARDS
As of and for the year ended December 31, 2005, Wilshire Credit Corporation (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for residential mortgage loans as set forth in Appendix I (the "Standards"). The Standards are based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers.
As of and for this same period, the Company had in effect a fidelity bond in the amount of $265,000,000 and an errors and omission policy in the amount of $25,000,000.
By: /s/ Jay Memmott ------------------------------------------------- Jay Memmott, President and Chief Executive Officer Wilshire Credit Corporation Feb 27, 2006
By: /s/ Russell Campbell ------------------------------------------------- Russell Campbell, Chief Investment Officer Wilshire Credit Corporation Feb 27, 2006
By: /s/ Ken Frye ------------------------------------------------- Ken Frye, Senior Vice President Wilshire Credit Corporation Feb 27, 2006
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 bank clearing accounts. These reconciliations shall:
. Be mathematically accurate
. Be prepared within forty-five (45) calendar days after the cutoff date
. Be reviewed and approved by someone other than the person who prepared the reconciliation
. 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.
II. MORTGAGE PAYMENTS
1. 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.
III. DISBURSEMENTS
1. 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.
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.
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 REPORTING
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 ACCOUNTING
1. 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.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws.
VI. DELINQUENCIES
1. 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 POLICIES
1. 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.
EXHIBIT 99.2 Annual Servicer's Statement as to Compliance ------------------
WILSHIRE CREDIT CORPORATION
Payments P.O. Box 30040, Los Angeles, CA 90030-0040 or P.O. Box 650314, Dallas, TX 75265-0314 Correspondence P.O. Box 8517, Portland, OR 97207-8517 Phone (503) 952-7947 (888) 502-0100 Fax (503) 952-7476 Web Site www.wfsg.com
March 10, 2006
JPMorgan Chase Bank, N.A. 600 Travis Street, 9th Floor Houston, TX 77002-3009 Attn: Josie Jimenez
Merrill Lynch Mortgage Investors, Inc. 250 Vesey Street 4 World Financial Center 10th Floor New York, NY 10080 Attn: Asset-Backed Finance
Re: Pooling and Servicing Agreements as Described on Exhibit A.
Annual Servicing Officer's Certification
I, Jay H. Memmott, certify to the Trustee and to the Depositor and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
I. A review of the activities of the Servicer during the preceding calendar year and of its performance under the referenced Servicing Agreement has been made under my Supervision; and
II. To the best of my knowledge, based on the review, the Servicer has materially fulfilled all of its obligations under the Servicing Agreements throughout the year except as disclosed in writing on or prior to the date of this certification either in the accountants' report required under the related Agreements or in disclosure a copy of which is attached hereto.
Wilshire Credit Corporation, as Servicer
Certified by:
By: /s/ Jay H. Memmott - -------------------------------------- Name: Jay H. Memmott Title: Chairman, President, & CEO
JPMORGAN CHASE BANK - SURF EXHIBIT A
Pool Description Verbiage
1400 MLMI SURF 2005-AB1 Pooling and Servicing Agreement dated as of May 1, 2005, between Merrill Lynch Mortgage Investors, Inc., Depositor, Wilshire Credit Corporation, Servicer, and JPMorgan Chase Bank, National Association, Trustee for the Specialty Underwriting and Residential Finance Trust Series 2005-AB1
1401 MLMI SURF 2005-BC2 Pooling and Servicing Agreement dated as of May 1, 2005, between Merrill Lynch Mortgage Investors, Inc., Depositor, Wilshire Credit Corporation, Servicer, and JPMorgan Chase Bank, National Association, Trustee for the Specialty Underwriting and Residential Finance Trust Series 2005-BC2
1402 MLMI SURF 2005-BC3 Pooling and Servicing Agreement dated as of September 1, 2005, between Merrill Lynch Mortgage Investors, Inc., Depositor, Wilshire Credit Corporation, Servicer, and JPMorgan Chase Bank, National Association, Trustee for the Specialty Underwriting and Residential Finance Trust Series 2005-BC3
1403 MLMI SURF 2005-AB2 Pooling and Servicing Agreement dated as of September 1, 2005, between Merrill Lynch Mortgage Investors, Inc., Depositor, Wilshire Credit Corporation, Servicer, and JPMorgan Chase Bank, National Association, Trustee for the Specialty Underwriting and Residential Finance Trust Series 2005-AB2
1404 MLMI SURF 2005-BC4 Pooling and Servicing Agreement dated as of December 1, 2005, between Merrill Lynch Mortgage Investors, Inc., Depositor, Wilshire Credit Corporation, Servicer, and JPMorgan Chase Bank, National Association, Trustee for the Specialty Underwriting and Residential Finance Trust Series 2005-BC4
1405 MLMI SURF 2005-AB3 Pooling and Servicing Agreement dated as of December 1, 2005, between Merrill Lynch Mortgage Investors, Inc., Depositor, Wilshire Credit Corporation, Servicer, and JPMorgan Chase Bank, National Association, Trustee for the Specialty Underwriting and Residential Finance Trust Series 2005-AB3