UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the April 1, 2003 (Commencement of
Operations) to December 31, 2003
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from to
Commission File Number 333-90830-05
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ASSET BACKED FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2533468
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
100 North Tyron Sreet
Charlotte, North Carolina 28255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (703) 386-2400
2003-CB2 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB2
(Title of each class of securities covered by this Form)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Documents incorporated by reference: None
ASSET BACKED FUNDING CORPORATION
2003-CB2 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB2
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PART I
Item 1. Business
Omitted.
Item 2. Properties
Omitted.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect to,
the Company, the Master Servicer or the Trustee, as related to the Trust.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered
Certificates during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust does not issue stock. There is currently no established secondary
market for the Certificates. As of December 31, 2003, the number of holders of
each Class of Offered Certificates was 32.
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial condition and
Results of Operations
Omitted.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There was no change of accountants or disagreement with accountants on any
matter of accounting principles or practices or financial disclosure.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted.
Item 13. Certain Relationships and Related Transactions
No reportable transactions have occurred.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Exhibits:
Annual Statement as to Compliance, filed as Exhibit 99.1 hereto.
Annual Independent Public Accountants' Servicing Report
filed as Exhibit 99.2 hereto.
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were
filed by the Registrant for the last quarter of 2003.
Current Reports on Form 8-K dated October 27, 2003, November 25, 2003, and
December 26, 2003 were filed for the purpose of filing the Monthly Statement
sent to the Holders of the Offered Certificates for payments made on the same
date. The items reported in such Current Report were Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
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ASSET BACKED FUNDING CORPORATION
2003-CB2 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB2
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2003
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.
LITTON LOAN SERVICING LP
By: /s/ Larry B. Litton, Sr.
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Name: Larry B. Litton, Sr.
Title: President and CEO
Date: March 15, 2004
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CERTIFICATION TO BE PROVIDED BY THE SERVICER WITH FORM 10-K
2003-CB2 TRUST,
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-CB2
I, Larry B. Litton, Sr., President and Chief Executive Officer of Litton
Loan Servicing LP, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing a copy of the monthly statement to certificate holders set forth
in Section 4.06 of the Pooling and Servicing Agreement, dated as of April 1,
2003 (the "Agreement"), among Asset Backed Funding Corporation, as depositor
(the "Depositor"), Credit-Based Asset Servicing and Securitization LLC, as
seller (the "Seller"), Litton Loan Servicing LP, as servicer (the "Servicer"),
and JPMorgan Chase Bank, as trustee (the "Trustee"), filed in respect of periods
included in the year covered by this annual report, of the 2003-CB2 Trust (the
"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 information and the servicing
information required to be provided to the Trustee by the Servicer under the
Agreement is included in these reports;
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement and based upon the review required under that Agreement, and
except as disclosed in the report, 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 Agreement, that is included in these
reports.
6. In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: JPMorgan Chase
Bank.
LITTON LOAN SERVICING LP
By: /s/ Larry B. Litton, Sr.
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Larry B. Litton, Sr.
President and Chief Executive Officer
Date: March 15, 2004
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<page>
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.
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EXHIBIT INDEX
Exhibit Description
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Annual Independent Accountant's Report
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EXHIBIT 99.1
Servicer's Annual Statement of Compliance
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LITTON LOAN SERVICING, LP
an affiliate of C-BASS
4828 Loop Central Drive Telephone 713.960.9676
Houston, Texas 77081 Fax 713.966.8830
February 20, 2004
Deloitte & Touche
333 Clay Street, Suite 2300
Houston, Texas 77002
As of and for the period ended December 31, 2003, Litton Loan Servicing LP
(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 Attestion Program for Mortgage Bankers. As of and for this same period,
Litton Loan Servicing LP had in effect a fidelity bond in the amount of
$20,000,000 and an errors and omissions policy in the amount of $20,000,000.
/s/ Larry B. Litton, Sr.
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Larry B. Litton, Sr., President & CEO
/s/ Janice McClure
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Janice McClure, Senior Vice President
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<page>
EXHIBIT 99.2
Servicer's Annual Independent Accountant's Report
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Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas 77002-4196
USA
tel +1 713 982 2000
fex +1 713 982 2001
www.deloitte.com
INDEPENDENT AUDITORS' REPORT
To the Partners of Litton Loan Servicing LP:
We have examined management's assertion about Litton Loan Servicing LP'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 as of and for the year ended December 31, 2003, included in
the accompanying management assertion. 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 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 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 of 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/ Deloitte & Touche LLP
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February 20, 2004
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