Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K.
Item 3.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the trusts created under the Pooling and Servicing Agreement (the Trusts), the Trustee, the Servicer or the registrant with respect to the Trusts 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 and Related Stockholder Matters.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2002, the number of holders of record for each class of Certificate were as follows:
Class A-1 23 Class A-1A 1 Class A-2 6 Class A-3 2 Class A-3A 1 Class A-4 1 Class A-5 5 Class A-6 1 Class A-7 1 Class A-IO 1 Class B 1 Class M-1 1 Class M-2 1 Class R-1 1 Class R-2 1 Class R-3 1
Total: 48
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Controls and Procedures.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2002.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(99.5) Reliance Certifications Mandated under the Pooling and Servicing Agreement for the year ended December 31, 2002.
a) Bank of America, N.A. (KY), as Servicer b) Cendant Mortgage Corp, as Servicer c) Chase Manhattan Mtg Corp, as Servicer d) First Horizon Home Loan Corp, as Servicer e) GMAC Mortgage Corp, as Servicer f) National City Mortgage Co, as Servicer g) US Mortgage, as Servicer h) Washington Mutual Bank, F.A., as Servicer i) Wells Fargo Home Mortgage, Inc, as Servicer
(99.6) Servicing Information Mandated under the Pooling and Servicing Agreement for the year ended December 31, 2002.
As of the date hereof, US Mortgage Services has not provided certain information regarding loan level data which it is required to provide under the applicable servicing agreement.
(b) On December 26, 2002, a report on Form 8-K was filed in order to provide the Pooling and Servicing Agreement for the Certificates.
On January 08, 2003 a report on Form 8-K was filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report.
(c) Not applicable.
(d) Omitted.
Such document (i) is not filed herewith since such document was not received by the reporting person at least three business days prior to the due date covered by this report, and (ii) will be included in an amendment to this report on Form 10-K/A to be filed within 30 days of the Reporting Person's receipt of such document.
Filed Herewith.
Certification has been received.
Certification has not been received.
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, thereunto duly authorized:
MASTR Alternative Loan Trust Mortgage Pass-Through Certificates Series 2002-3 Trust (Registrant)
Signed: Wells Fargo Bank Minnesota, N.A., as Master Servicer
By: Michael Watchke, Vice President
By: /s/ Michael Watchke
Dated: March 13, 2003
Sarbanes-Oxley Certification
I, Michael Watchke, 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 MASTR Alternative Loan Trust Mortgage Pass-Through Certificates Series 2002-3 Trust;
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 master 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 master 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 following unaffiliated parties: Bank of America, N.A. (KY), as Servicer, Cendant Mortgage Corp, as Servicer, Chase Manhattan Mtg Corp, as Servicer, National City Mortgage Co, as Servicer.
Date: 3-28-03
/s/ Michael Watchke Signature
Vice President Title
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.
(a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders.
Ex-99.1 (a)
PRICEWATERHOUSECOOPERS (logo)
PricewaterhouseCoopers LLP 214 N. Tryon Street Suite 3600 Charlotte NC 28202 Telephone (704) 344 7500 Facsimile (704) 344 4100
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of Bank of America, N.A.
We have examined management's assertion about compliance by BA Mortgage, LLC and the Mortgage division of Bank of America, N.A. (collectively, the "Company"), which together comprise an operating division of Bank of America N.A., with the minimum servicing standards (the "Standards") identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002 included in the accompanying management assertion (see Exhibit 1). Management is responsible for the Company's compliance with the Standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included, examining, on a test basis, evidence about the Company's compliance with the 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 the Standards.
In our opinion, management's assertion that the Company complied with the aforementioned Standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP March 7, 2003
Ex-99.1 (b)
Deloitte & Touche (logo)
Deloitte & Touche LLP 750 College Road East 3rd Floor Princeton, New Jersey 08540
Tel: (609) 514-3600 Fax: (609) 514-3603 www.deloitte.com
INDEPENDENT ACCOUNTANT'S REPORT
To Cendant Mortgage Corporation:
We have examined management's assertion about Cendant Mortgage Corporation's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2002 included in the accompanying management assertion. Management is responsible for Cendant Mortgage Corporation's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Cendant Mortgage Corporation's compliance with the 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 Cendant Mortgage Corporation's compliance with the minimum servicing standards.
In our opinion, management's assertion that Cendant Mortgage Corporation complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
February 21, 2003
Deloitte Touche Tohmatsu (logo)
Ex-99.1 (f)
ERNST & YOUNG (logo)
Ernst & Young LLP 1300 Huntington Building 925 Euclid Avenue Cleveland, Ohio 44115-1405
Phone: (216) 861-5000 www.ey.com
Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers
Report of Independent Accountants
Board of Directors National City Mortgage Co.
We have examined management's assertion, included in the accompanying Report of Management, that National City Mortgage Co. (NCM) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) for the year ended December 31, 2002. Management is responsible for NCM's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about NCM's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about NCM's compliance with those requirements 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 NCM's compliance with specified requirements.
In our opinion, management's assertion, that NCM complied with the aforementioned requirements for the year ended December 31, 2002, is fairly stated, in all material respects.
This report is intended solely for the information and use of the audit committee, management, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association and NCM's private investors and is not intended to be and should not be used by anyone other than these specified parties.
/s/ Ernst & Young LLP
February 24, 2002
A Member Practice of Ernst & Young Global
Ex-99.1 (i)
KPMG (logo)
2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors Wells Fargo Home Mortgage:
We have examined management's assertion dated February 25, 2003 that Wells Fargo Home Mortgage complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2002. Management is responsible for Wells Fargo Home Mortgage's compliance with those minimum standards. Our responsibility is to express an opinion on management's assertion about Wells Fargo Home Mortgage's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Wells Fargo Home Mortgage's compliance with the minimum servicing standards specified above 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 Wells Fargo Home Mortgage's compliance with the minimum servicing standards.
In our opinion, management's assertion that Wells Fargo Home Mortgage complied with the aforementioned minimum servicing standard as of and for the year ended December 31, 2002, is fairly stated, in all material respects.
/s/ KPMG LLP
February 25, 2003
KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss association.
Ex-99.2 (a)
Bank of America (logo) Exhibit 1
Bank of America Mortgage 101 E. Main Street, Suite 400 P.O. Box 35140 Louisville, Kentucky 40232 5140
Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards
March 7, 2003
As of and for the year ended December 31, 2002, BA Mortgage LLC, and the Mortgage division of Bank of America, N.A. (collectively, the "Company"), which together comprise an operating division of Bank of America, N.A., has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP").
As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $400,000,000 and $475,000,00 respectively.
/s/ Kevin M. Shannon /s/ H. Randall Chestnut Kevin M. Shannon H. Randall Chestnut President Senior Vice President Consumer Real Estate Bank of America, N.A. Bank of America, N.A.
/s/ David H. Rupp /s/ Gary K. Bettin David H. Rupp Gary K. Bettin Senior Vice President Senior Vice President and Bank of America, N.A. National Servicing Executive Bank of America, N.A.
/s/ J. Mark Hanson J. Mark Hanson Senior Vice President Bank of America, N.A.
Ex-99.2 (b)
CENDANT Mortgage (logo)
Cendant Mortgage 3000 Leadenhall Road Mount Laurel, NJ 08054
As of and for the year ended December 31, 2002, Cendant Mortgage Corporation (the Company) has complied in all material respects with the minimum servicing standards set forth in 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 and errors and omissions policy in the amount of $120 million and $20 million, respectively.
Cendant Mortgage Corporation
/s/ Terence W. Edwards Terence W. Edwards President and Chief Executive Officer
/s/ Mark Danahy Mark Danahy Senior Vice President & Chief Financial Officer
/s/ Martin L. Foster Martin L. Foster Senior Vice President-Loan Servicing
Ex-99.2 (f)
National City Mortgage (logo)
National City Mortgage Co. 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone (937) 910-1200
Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820
Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers
Report on Management
We, as members of management of National City Mortgage Co. (NCM), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of NCM's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2002 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2002, NCM complied, in all material respects, with the minimum servicing standards set forth in the USAP.
As of and for this same period, NCM had in effect a fidelity bond policy in the amount of $50 million and an errors and omissions policy in the amount of $40 million.
/s/ Charles Abourezk Charles Abourezk, Senior Vice President
February 24, 2003
No one Cares More!
Ex-99.2 (i)
Wells Fargo Home Mortgage (logo)
1 Home Campus Des Moines, IA 50328-0001
Management Assertion
As of and for the year ended December 31, 2002, Wells Fargo Home Mortgage Inc. has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, Wells Fargo Home Mortgage Inc. had in effect a fidelity bond along with an errors and omissions policy in the amounts of $100 million and $20 million, respectively.
/s/ Pete Wissinger February 25, 2003 Pete Wissinger Chief Executive Officer
/s/ Michael J. Heid February 25, 2003 Michael J. Heid Executive Vice President
/s/ Robert Caruso February 25, 2003 Robert Caruso Senior Vice President Loan Servicing
Ex-99.3 (a)
ANNUAL OFFICER CERTIFICATION
In accordance with the Servicing Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by Bank of America, N.A. the following:
1. I am a duly authorized officer of Bank of America, N.A. and am empowered and authorized to issue this Annual Certification.
2. All taxes, ground rents and assessments for the Mortgages covered herein have been paid.
3. All insurance premiums for flood or other casualty insurance, and FHA premiums or Private Mortgage premiums on conventional loans have been paid and are in full force.
4. Interest is being paid on escrow in accordance with any laws, regulations, or contracts that require payment of interest on mortgagors' escrow deposit accounts.
5. Analysis had been made to ensure sufficient money was collected in the escrow year.
6. All required interest and/or monthly payment adjustment for ARM loans were made in accordance with the mortgage terms, and timely and proper notice was provided to the mortgagors.
7. With respect to FHA Section 221 mortgages that have reached the 20th anniversary of their endorsement, we will assign those mortgages that are eligible for assignment under HUD's special assignment procedures if requested on a loan basis by the investor.
8. We have complied with Internal Revenue Service's requirements for reporting the receipt of $600 or more of interest payments (IRS 1098) from a mortgagor, for filing statements for recipients of miscellaneous income (IRS 1099-Misc) to report payments of fees to attorneys for handling liquidation proceedings, and for filing notices of acquisition of abandonment of secured property (IRS 1099- A) to report the acquisition of property by foreclosure or acceptance of a deed-in-lieu or by a mortgagor's abandonment of a property.
9. The Fidelity Bond and Errors and Omissions Coverage has been reviewed. All required coverage is in existence and none of our principal officers have been removed from coverage.
10. A viable contingency plan is in place to minimize financial loss and disruptions of service to the institution and its customers, as required by federal regulations.
I FURTHER CERTIFY: A. To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year of 2002 has been conducted in compliance with the Agreement except for such exceptions as I am setting forth below.
Exceptions (if any): None
B. A review of activities with respect to performance under the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of 12/31/02 in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof.
Events of Default (if any): None
Bank of America, N.A.
/s/ Robert S. O'Neill Robert S. O'Neill Investor Services - Kentucky Senior Vice President
Ex-99.3 (f)
National City Mortgage (logo)
National City Mortgage Co. 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone (937) 910-1200
Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820
Wells Fargo Bank Minnesota NA Attn: Dionne Waldron, Master Servicing 9062 Old Annapolis Road Columbia, Maryland 21045
RE: Officer's Certification-National City Mortgage
Dear Master Servicer:
The undersigned Officer certifies the following for the 2002 fiscal year;
a. I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of this Officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota NA;
b. I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing;
c. I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/ Servicer Guide are in full force and effect;
d. All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect;
e. All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota NA;
f. All custodial accounts have been reconciled and are properly funded; and
g. All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.
Certified By: /s/ Mary Beth Criswell Mary Beth Criswell
Vice President Title
March 11, 2003 Date
Ex-99.3 (i)
Wells Fargo Home Mortgage (logo)
One Home Campus Des Moines, IA 50328-0001
March 31, 2003
Re: 2002 Annual Certification
We hereby certify to the best of our knowledge and belief that for the calendar year of 2002:
1. All real estate taxes, bonds assessments and other lienable items have been paid.
2. All FHA mortgage insurance, private mortgage insurance premiums, and flood insurance have been paid (if applicable).
3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid.
4. We have made all property inspections as required.
5. Fidelity bond and Errors and Omissions insurance coverage currently exits.
6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or similar agreements and to the best of this officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year, or if there has been a default or failure of the servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status has been reported.
Sincerely,
/s/ John B. Brown John B. Brown Vice President Wells Fargo Home Mortgage Inc.
Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders