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 A1 3 Class A2 3 Class A3 3 Class A4 3 Class R 1 Class B1 3 Class B2 3 Class B3 3 Class B4 3 Class B5 3 Class B6 3
Total: 31
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 4, 2003, December 4, 2003, and January 7, 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:
Thornburg Mortgage Securities Trust Mortgage Loan Pass-Through Certificates Series 2003-3 (Registrant)
Signed: Wells Fargo Bank, N.A. as Master Servicer
By: Kristen Ann Cronin, Vice President
By: /s/ Kristen Ann Cronin, 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, Kristen Ann Cronin, 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 Thornburg Mortgage Securities Trust Mortgage Loan Pass-Through Certificates, Series 2003-3 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 on 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: ABN Amro Mortgage Group as Servicer, Cendant Mortgage Corp as Servicer, Cenlar FSB as Servicer, Colonial Savings, F.A. as Servicer, First Republic Bank as Servicer, Sun Trust Mortgage Inc as Servicer.
Date: March 30, 2004
/s/ Kristen Ann Cronin Signature
Vice President Title
EX-99.1 (a)
ERNST & YOUNG (Logo)
Ernst & Young LLP Scars Tower 233 South Wacker Drive Chicago, Illinois 60606-6301
Phone: (312) 879-2000 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 LaSalle Bank Corporation
We have examined management's assertion, included in the accompanying report titled Report of Management, that ABN AMRO Mortgage Group, Inc. (AAMG, a wholly owned subsidiary of LaSalle Bank Corporation) complied with the servicing standards identified in Exhibit A to the Report of Management (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 2003, Management is responsible for AAMG's compliance with those specified minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the AAMG'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 AAMG's compliance with the specified 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 AAMG's compliance with the specified minimum servicing standards.
In our opinion, management's assertion that the AAMG complied with the aforementioned specified minimum servicing standards during the year ended December 31, 2003, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
January 30, 2004
A Member Practice of Ernst & Young Global
EX-99.1 (b)
Deloitte (logo)
Deloitte & Touche LLP Third Floor 750 College Road East Princeton, NJ 08540 USA
Tel: +1 609 514 3600 Fax: +1 609 514 3603 www.deloitte.com
INDEPENDENT ACCOUNTANTS' REPORT
To Cendant Mortgage Corporation:
We have examined management's assertion that Cendant Mortgage Corporation (the Company) has complied as of and for the year ended December 31, 2003, with its established minimum servicing standards described in the accompanying Management Assertion Report. 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 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, 2003, is fairly stated, in all material respects based on the criteria set forth in Appendix I.
/s/ Deloitte & Touche
February 23, 2004 Memeber of Deloitte Touche Tohmatsu
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; and * 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 payment 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 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
1. 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.
EX-99.1(c)
(logo) KPMG
KPMG LLP New Jersey Headquarters 150 John F. Kennedy Parkway Short Hills, NJ 07078
Independent Accountants' Report
The Board of Directors Cenlar FSB:
We have examined management's assertion, included in the accompanying report, that Cenlar FSB (a wholly-owned subsidiary of Cenlar Capital Corporation) and subsidiaries (Cenlar) complied 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 the year ended December 31,2003. Management is responsible for Cenlar's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Cenlar'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 Cenlar'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 Cenlar's compliance with the minimum servicing standards.
In our opinion, management's assertion that Cenlar complied with the aforementioned minimum servicing standards during the year ended December 31, 2003 is fairly stated, in all material respects.
/s/ KPMG LLP KPMG LLP February 20, 2004
KPMG LLP, a U.S. limited liability partnarship, is the U.S. member firm of KPMG International, a Swiss cooperative.
EX-99.1(d)
(LOGO) PriceWaterhouseCoopers
Report of Independent Auditors
To the Board of Directors and Stockholder of Colonial Savings, F.A.
We have examined management's assertion about Colonial Savings, F.A. ("Colonial") 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 September 30, 2003, included in the accompanying management assertion (Exhibit I). Management is responsible for Colonial's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Colonial'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 Colonial's compliance with the minimum servicing standard 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 Colonial's compliance with the minimum servicing standards.
In our opinion, management's assertion that Colonial complied with the aforementioned minimum servicing standards as of and for the year ended September 30, 2003, is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers, LLP December 5, 2003
EX-99.1(e)
(Logo) KPMG
Three Embarcadero Center San Francisco, CA 94111
Independent Accountants' Report
The Board of Directors First Republic Bank:
We have examined management's assertion that First Republic Bank (the Bank) complied 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 the year ended December 31, 2003 included in the accompanying Management Assertion. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank'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 the Bank'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 the Bank's compliance with the minimum servicing standards.
In our opinion, management's assertion that First Republic Bank complied with the aforementioned minimum servicing standards during the year coded December 31, 2003 is fairly stated, in all material respects.
/s/ KPMG LLP
February 20, 2004
EX-99.1(f)
(logo) PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP 1751 Pinnacle Drive McLean VA 22102-3811 Telephone (703) 918 3000 Facsimile (703) 918 3100
Report of Independent Auditors
To the Board of Directors and Stockholder of SunTrust Mortgage, Inc. and Subsidiaries:
We have examined management's assertion about SunTrust Mortgage, Inc. and its subsidiaries (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 PriceWaterhouseCoopers LLP March 12, 2004
EX-99.2(a)
ABN AMRO Mortgage (Logo)
loan Administration
4242 Norm Harlem Avenue Norridge, Illinois 60706
Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers
Report of Management
We, as members of management of ABN AMRO Mortgage Group, Inc. (AAMG, a wholly owned subsidiary of LaSalle Bank Corporation) are responsible for complying with the servicing standards identified in the attached Exhibit A (the "specified 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 specified minimum servicing standards. We have performed an evaluation of the AAMG's compliance with the specified minimum servicing standards as of December 31, 2003 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2003, the Bank complied, in all material respects, with the specified minimum servicing standards.
As of and for this same period, LaSalle Bank Corporation had in effect a fidelity bond in the amount of $500,OOO,00O and an error and omissions policy in the amount $25,000,000.
/s/ Stanley Rhodes Stanley Rhodes President
/s/ Richard Geary Richard Geary Group Senior Vice President
January 30, 2004
A Division of ABN AMRO Mortgage Group, Inc.
Affiliate Banks: LaSalle Bank N.A. Standard Federal Bank N.A.
Exhibit A
Specified Minimum Servicing Standards
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:
a. be mathematically accurate;
b. be prepared within forty-five (45) calendar days after the cutoff date. The cutoff date is the date as of which a bank account is reconciled every month. It may, or may not, coincide with a prescribed investor reporting date but shall be consistent from period to period;
c. be reviewed and approved by someone other than the person who prepared the reconciliation; and
d. 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 (2) 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 (2) 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.
Exhibit A
Specified Minimum Servicing Standards (continued)
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 (2) 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. Unissued checks shall be safeguarded so as to prevent unauthorized access.
IV. Investor Accounting and Reporting
1. 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 adjustable rate mortgage (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.
Exhibit A
Specified Minimum Servicing Standards (continued)
V. Mortgagor Loan Accounting (continued)
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 undated 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 (i.e., 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.
EX-99.2(b)
Cendant Mortgage 3000 Leadhenhall Rd. Mt. Laurel, NJ 08054
CENDANT (logo) Mortgage
As of and for the year ended December 31, 2003, 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 $140 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(c)
(logo) Cenlar Central Loan Administration & Reporting
February 20, 2004
Management Assertion
As of and for the year ended December 31, 2003, Cenlar FSB 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, Cenlar FSB had in effect a fidelity bond in the amount of $30,000,000 and errors and omissions policy in the amount of $25,000,000.
/s/ Michael W. Young Michael W. Young Chief Executive Officer
/s/ Gregory S. Tornquist Gregory S. Tornquist Chief Financial Officer
/s/ Steve W. Gozdan Steve W. Gozdan Chief Operating Officer
Po Box 77400.Ewing, NJ 08628.609-883-3900
EX-99.2(d)
(LOGO) Colonial Savings
Management's Assertion Concerning Compliance With USAP Minimum Servicing Standards
December 12, 2003
As of and for the year ended September 30, 2003, Colonial Savings, F.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, Colonial Savings, F.A. had in effect a fidelity bond and errors and omissions policy in the amount of $8,500,000.
/s/ Jim E. DuBose Jim E. DuBose President, Chief Executive Officer
/s/ Donna Dempsey Donna Dempsey Executive Vice President, Chief Financial Officer
EX-99.2(e)
First Republic Bank (logo) It's a privilege to serve you
KPMG LLP Three Embarcadero Center, Suite 2000 San Francisco, CA 94111
February 20, 2004
Ladies and Gentlemen:
We are providing you this letter in connection with your examination of management's assertion about First Republic Bank's (the Bank) compliance with the minimum servicing standards set forth in the Mortgage Bankers Associarion of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2003 for the purpose of expressing an opinion as to whether management's assertion is farily stated, in all material respects.
We confirm, to the best of our knowledge and belief, the following representations made to you during your examination:
1. We are responsible for complying with the minimum servicing standards in the USAP.
2. We are responsible for establishing and maintaining effective internal control over compliance with the minimum servicing standards.
3. We have performed an evaluation of First Republic Bank's compliance with the minimum servicing standards.
4. As of and for the year ended and December 31, 2003, First Republic Bank 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.
5. We have disclosed to you all known noncompliance with the minimum servicing standards.
6. We have made available to you all documentation related to compliance with the minimim servicing standards.
7. We have disclosed any communications from regulatory agencies, internal auditors, and other practitioners concerning possible noncompliante with the minimum servicing standards, including communications received between the end of the period addressed in management's assertion and the date of the independent accountants' report.
9. We have disclosed to you any known noncompliance occurring subsequent to December 31, 2003.
Very truly yours,
First Republic Bank
/s/ James H. Herbert II James H. Herbert II President and Chief Executive Officer
/s/ Katherine August-de Wilde Katherine August-de Wilde Executive Vice President and Chief Operating Officer
/s/ Willis H. Newton, Jr. Willis H. Newton, Jr. Executive Vice President and Chief Financial Officer
/s/ Nancy Segreto Nancy Segreto Vice President Loan Operations.
San Francisco Los Angeles Santa Barbara San Diego Las Vegas New York
First Republic Bank (logo) It's a privilege to serve you
As of and for the year December 31, 2003, First Republic Bank (the Bank) complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association Uniform Single Attestaticn Progrom for Mortgage Bankers. As of and for this same period, the Bank had in effect fidelity bond insurance policies of $25,000,000 and errors and ommissions insurance policy in the amount of $5,000,000.
/s/ James H. Herbert II James H. Herbert II President and Chief Executive Officer February 20, 2004
/s/ Katherine August-de Wilde Katherine August-de Wilde Executive Vice President and Chief Operating Officer February 20, 2004
/s/ Willis H. Newton, Jr. Willis H. Newton, Jr. Executive Vice President and Chief Financial Officer February 20, 2004
/s/ Nancy Segreto Nancy Segreto Vice President Loan Operations. February 20, 2004
San Francisco Los Angeles Santa Barbara San Diego Las Vegas New York
EX-99.2(f)
SunTrust Mortgage, Inc. 901 Semmes A venue Richmond, VA 23224
(Logo) SUNTRUST
Exhibit I
Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards
March 12, 2004
As of and for the year ended December 31,2003, Sun Trust Mortgage, Inc. and its subsidiaries (the "Company") have 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") (see Exhibit II).
As of and for this same period, the Company had in effect a SunTrust Banks, Inc. fidelity bond and errors and omissions policy in the amount of$150 million and a SunTrust Banks, Inc mortgage errors and omissions policy in the amount of $25 million.
/s/ Robert S. Reynolds Robert S. Reynolds Executive Vice President & Chief Administrative Officer
/s/ Julee W. Andrews Julee W. Andrews Senior Vice President, Treasurer & Chief Financial Officer
/s/ Jack Purcell Jack Purcell Senior Vice President, Loan Administration
Exhibit II USAP MINIMUM SERVICING STANDARDS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliation 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 Review and approved by someone other then the person who has prepared the
Reconciliation; and
..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.
III. DISBURSEMENTS, continued
3. Tax and insurance payments shall be made on or bet ore 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. Unissued checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile to, investor's 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 01'1 the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion.
EX-99.3(a)
(logo)ABNAMRO Mortgage
Loan Administration
4242 N. Harlem Ave. Norridge, Illinoise 60706
ANNUAL STATEMENT OF COMPLIANCE
The undersigned, an officer of ABN AMRO Mortgage Group, Inc., ("ABN AMRO"), hereby certifies as follows:
1. I have made, or caused to be made under my supervision, review of the activities of ABN AMRO Mortgage Group, Inc, during the preceding calendar year ending December 31,2003, with respect to performance under the Agreement referenced in the attached.
2. To the best of my knowledge, based on such review ABN AMRO has, as of the last day of said preceding calendar year, fulfilled all of its material obligations under said Agreement.
In witness whereof the undersigned has signed this Annual Statement of Compliance on this 1st day of March, 2004.
ABN AMRO Mortgage Group, Inc.
By: /s/ Richard F. Geary Richard F. Geary Group Senior Vice President
A Division of ABN AMRD Mortgage Group. Inc. Affiliate Banks: LaSalle Bank, N.A., Standard Federal Bank, N.A.
Wells Fargo Bank Minnesota, National Association
BAF03002 2003-2 INV. 845 BSL03001 2003-1 INV.740 BST01001 2001-1 INV.601 BST01003 2001-3 INV.740 BSTOIO04 2001-4 INV.601 BST03006 2003-6 INV.837 BST03007 2003-7 INV.837 CIT03001 2003-1 INV.724 MAL03009 2003-9 INV. 849 MLM03A04 2003-A4 INV.836 SAMO3CL1 2003-CLI INV. D72 THB02004 2002-4 INV.795 THB03003 2003-3 INV. 795 WFM03003 INV. 724 WFM03004 INV. 724 WFM03005 INV.724 WFM03006 INV.724 WFM03009 INV.724
EX-99.3(b)
Cendant Mortgage 4001 Leadenhall Rd Mt. Laurel, NJ 08054
(logo) Cendant Mortgage
March 11, 2004
Wells Fargo Bank, N.A. 11000 Broken Land Parkway Columbia, MD 21044
Attention: Mervin E. Horst
RE: Officer's Certificate - Annual Certification
Dear Master Servicer:
The undersigned Officer certifies the following for Cendant Mortgage Corp. for the 2003 calendar year. To the best of our knowledge.
(a) The activities and performances of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide and to the best of my 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 such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Bank of NY:
(b) The Servicer is currently an approved FNMA or FHLMC Servicer in good standing;
(c) 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 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 such insurance policies 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 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 been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Bank of NY:
(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 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.
Certified By:
/s/ Marc. J. Hinkle Marc J. Hinkle Officer
Vice President - Servicing Title
March 11, 2004 Date
EX-99.3(c)
CENLAR Federal Savings Bank
2003 Annual Certification
In accordance with our Servicing Agreement, we certify that to the best of our knowledge:
1) All funds received in your behalf are properly credited and segregated in established custodial accounts.
2) All mortgaged properties serviced in your behalf are fully covered by hazard insurance policies that are in full force and contain the standard mortgagee clause.
3) Accurate records are maintained regarding funds received in your behalf and mortgagors are provided accounting records for their respective loans, at least annually.
4) All mortgaged properties serviced in your behalf requiring FHA or MI premiums are paid promptly upon receipt of billing and the appropriate coverage is in full force and effect.
5) All appropriate Federal, State, IRS and Regulatory legislation have been complied with, including but not limited to: the reporting of interest to mortgagors and on abandonment's of foreclosures for all mortgaged properties serviced in your behalf.
6) The paid status of all taxes and assessments is maintained relative to all mortgaged properties in your behalf.
7) Due diligence and standard acceptable collection practices are exercised to collect past due loans, inspections of abandoned REO or properties in foreclosure are performed routinely on all loans serviced in your behalf.
8) All mortgaged loans serviced in your behalf requiring interest rate and or payment changes are changed in a timely fashion in accordance with the provisions of the mortgage, relative to timely notices to the mortgagors, accounting records, proper index and other items specified in the controlling documents.
9) All other provisions of the Servicing Agreement not specified in the above certifications are complied with on all loans serviced in your behalf.
/s/ George T. Schwartz George T. Schwartz Senior Vice President Loan Servicing
3/5/04 Date
EX-99.3(d)
(LOGO) Colonial Savings
ANNUAL CERTIFICATE FOR THE Wells Fargo Bank MN, NA INVESTOR # 3146, 3164, 3173, 3532, 3337, 3409, 3531, 3743, 3355, 3472, 3532
In accordance with the Sale and Servicing Agreement for the referenced program, I, the undersigned, hereby certify as to each mortgage loan being serviced by the below named institution that as of the preceding anniversary date of the Agreement:
1 As an "Officer" of the below named institution as such term is defined in the Agreement and being authorized to issue this Annual Certificate.
2. All real estate taxes and special assessments of any nature, relating to the mortgage loans, have been paid as and when due.
3. The insurance policies are fully paid and comply with the Agreement
4. Analysis has been made to insure sufficient monies are being collected in escrow for the current year
5. All inspections have been made as required by the Agreement
It is further certified that,
To the best of my knowledge and upon reasonable investigation, the servicing of the mortgage loans during the year preceding the last Anniversary date of the Agreement has been conducted in compliance with the Agreement except for such exceptions as have been set forth below:
EXCEPTIONS: (if any)
A review of activities with respect to performance under the Agreement during the year preceding the last anniversary date of the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the below date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which have been listed below with the nature and status thereof:
EVENTS OF DEFAULT: (if any)
PARTICIPANT: COLONIAL SAVINGS, F.A. SIGNED /s/ Cary Adams TITLE: Cary W. Adams, Senior Vice President
DATED: December 31, 2003
2626A WEST FREEWAY, FORT WORTH, TEXAS 76102 OFFICE: 817-39(degree)-2000 www.colonialsavings.com
EX-99.3(e)
Exhibit "A"
Wel1s Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing
R.E: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the follow1ng for the 2003 fisca1 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 and to the best of these Officers' 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, N.A.;
(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 (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, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.
Certified By: /s/ Nancy Segreto Nancy Segreto, Officer
Title: Vice President
Date: 3/18/04
EX-99.3(f)
SunTrust Mortgage, Inc. Post Office Box 26149 Richmond, VA 23260-6149 Toll Free 1-800-634-7928 www.suntrustmortgage.com
(logo) SunTrust
WELL FARGO BK MINNESOTA ATTN: CHARLES NEWELL 9062 OLD ANNAPOLIS ROAD COLUMBIA, MD 21045-1951 SELLER/SERVICER# 0539
RE: ANNUAL SERVICING CERTIFICATION In connection with the loans serviced by SunTrust Mortgage, Inc. for WELL FARGO BK MINNESOTA, I, the undersigned officer, hereby certify the following as December 31, 2003:
* All real estate taxes, special assessments and any charges that may become a lien upon the property and which became due in the last calendar year have been paid. This also includes verification of payment with taxing authorities for non-impound accounts.
* For those loans with escrow/impound accounts for the payment of taxes and insurance, sufficient amounts are being collected monthly to provide for payment of future amounts due.
* All FHA insurance premiums or private mortgage insurance premiums, if applicable, have been paid and such coverage is in full force and effect.
* All properties are adequately insured against casualty loss and, if applicable, flood loss and we are in possession of the original hazard insurance and flood insurance policies.
* Fidelity Bond coverage and Errors and Omissions coverage combined policy of $150,000,000 is adequate and in place and the applicable premiums have been paid.
* All interest and/or monthly payment adjustments for ARM and GPM loans have been made in accordance with the mortgage terms. Timely and proper notice of such changes was provided to the mortgagors.
* All property inspections have been completed according to the provisions of our Servicing Agreement, if applicable.
* The P&I custodial account and any clearing accounts are maintained in a depository institution the deposits of which are insured by the Bank Insurance Fund. The depository institution meets or exceeds the most recent financial rating requirements set forth by FNMA.
* We have complied with all other provisions of the Servicing Agreement.
* We are in compliance with IRS requirements and all federal, state, and local laws for reporting the receipt of interest, payment of fees, or acquisition of properties.
* To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the preceding year has been conducted in compliance with all other provision of the Servicing Agreement(s)/Purchase and Sale Agreement(s) barring such exceptions as listed. Any exceptions to this certification are listed on an attachment along with explanations concerning their completion. If none are listed, it should be considered that there are no exceptions.
BY: /s/ Annette Holman-Foreman (signature) Annette Holman-Foreman. VP (name and title)
DATE: March 10,2004
Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders