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 trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the 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 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, 2003, the number of holders of record for each class of Certificate were as follows:
Class A-1 9 Class A-2 4 Class A-4 3 Class B-1 3 Class B-2 3 Class B-3 3 Class B-4 1 Class B-5 1 Class B-6 1 Class IO-1 3 Class IO-2 3 Class PO-1 3 Class PO-2 3 Class R-II 1 Class S-1 3 Class S-2 3
Total: 47
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.
Item 9A.
Item 9A. Controls and Procedures.
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.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2003.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2003.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2003.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(b) On November 5, 2003, December 8, 2003, and January 8, 2004 reports on Form 8-K were 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.
Filed herewith.
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:
Salomon Brothers Mortgage Securities VII, Inc. Mortgage Pass-Through Certificates Series 2003-UP2 Trust (Registrant)
Signed: Salomon Brothers Mortgage Securities VII, Inc. as Depositor
By: Susan Mills as Assistant Vice President
By: /s/ Susan Mills, Assistant Vice President
Dated: March 30, 2004
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.
Exhibit Index
Exhibit No.
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
I, Susan Mills, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution and servicing reports filed in respect of periods included in the year covered by this annual report of Citigroup Mortgage Loan Trust, Series 2003-UP2, Mortgage Pass-Through Certificates;
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, is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing or similar agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing 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 similiar agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on information provided to me by Wells Fargo Bank, N.A. and Union Planters Mortgage, Inc.
Date: March 30, 2004
/s/ Susan Mills Signature
Assistant Vice President Title
Ex-99.1 (a)
PRICEWATERHOUSECOOPERS (logo)
PricewaterhouseCoopers LLP 1000 Morgan Keegan Tower Fifty North Front Street Memphis TN 38103 Telephone (901) 522-2000 Facsimile (901) 523-2045
Report of Independent Accountants
To the Board of Directors and Shareholders of Union Planters Corporation and Union Planters Mortgage, Inc.
We have examined management's assertion about Union Planters Mortgage, Inc.'s (the "Company") 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, 2003 included in the accompanying management assertion (see Exhibit I). 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 made in accordance with attestation 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 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 the 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, 2003 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
March 12, 2004
Ex-99.2 (a)
Exhibit 1
UNION PLANTERS MORTGAGE (logo)
Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards
March 12, 2004
As of and for the year ended December 31, 2003, Union Planters Mortgage, Inc. (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 amounts of $100,000,000 and $40,000,000 respectively.
/s/ Lou Ann Poynter Lou Ann Poynter Senior Executive Vice President Manager, Mortgage Banking Union Planters Bank, N.A. & Chairman of the Board of Union Planters Mortgage, Inc.
/s/ Morgan McCarty Morgan McCarty Executive Vice President Union Planters Bank, N.A. & President & Chief Executive Officer of Union Planters Mortgage, Inc.
Post Office Box 18001, Hattiesburg, Mississippi 39404-8001 215 Forrest Street, Hattiesburg, Mississippi 39401-3476 601-554-2270 * WATS 1-800-986-2462
Ex-99.3 (a)
I-1
EXHIBIT I FORM OF STATEMENT AS TO COMPLIANCE Citigroup Mortgage Loan Trust, Series 2003-UP2 Mortgage Pass-Through Certificates
I, Thomas W Long, hereby certify that I am a duly appointed Vice President of Union Planters Mortgage, Inc. (the "Master Servicer"), and further certify as follows:
1. This certification is being made pursuant to the terms of the Pooling and Servicing Agreement, dated as of July 1,2003, (the "Agreement"), among Salomon Brothers Mortgage Securities VII, Inc., as depositor, the Master Servicer, as master servicer and Wells Fargo Bank Minnesota, National Association, as trustee.
2. I have reviewed the activities of the Master Servicer during the preceding year and the Master Servicer's performance under the Agreement and to the best of my knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under the Agreement throughout the year.
Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.
Dated: 3/12/04
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of 3/12/04.
By: /s/ Thomas W. Long Name: Thomas W. Long Title: Vice President I, Rayford E Johns, a (an) Banking Officer of the Master Servicer, hereby certify that Thomas W Long is duly elected, qualified, and acting Vice President of the Master Servicer and that the signature appearing above is his/her genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
By: /s/ Rayford E. Johns, Jr. Name: Rayford E. Johns, Jr. Title: Banking Officer
Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders