UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended 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 333-90830-07
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ASSET BACKED FUNDING CORPORATION, 2003-CB4 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB4
(Exact name of registrant as specified in its charter)
57-1185364, 57-1185362, 57-1185360
New York 57-1185352, 57-1185378, 57-1185377
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
c/o Asset Backed Funding Corporation
214 North Tyron Street
Charlotte, North Carolina 28255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (703) 386-2400
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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
Documents incorporated by reference: None
ASSET BACKED FUNDING CORPORATION
2003-CB4 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB4
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Introductory Note
This Annual Report on Form 10-K is prepared in reliance on the no-action letter
dated March 26, 1993 issued by the Securities and Exchange Commission to Nomura
Asset Securities Corporation.
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 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"), 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
There is currently no established public trading market for the
certificates issued by the Trust.
There are less than 300 participants in the DTC System. As of December 31,
2003 the total number of such DTC participants with respect to each class of
certificates is set forth below:
Class AF1 1
Class AV1 4
Class AV2 1
Class M1 2
Class M2 4
Class B1 3
Class B2 2
Class AIO 6
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial condition and
Results of Operations
Omitted.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
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.
Item 9A. Controls and Procedures.
Not Applicable.
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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 and
Related Stockholder Matters
Omitted.
Item 13. Certain Relationships and Related Transactions
No reportable transactions have occurred.
Item 14. Item 14. Principal Accounting Fees and Services
Omitted.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Not Applicable
(b) Monthly distribution date statements were filed as exhibits to
Form 8-K on October 2, 2003, October 29, 2003 and November 26, 2003.
(c) 31.1 Rule 13a-14(a)/15d-14(a) Certification.
99.1 Independent Accountants' Report for the year ended
December 31, 2003.
99.2 Annual Statement as to Compliance under the Pooling and
Servicing Agreement for the year ended December 31, 2003.
(d) Not Applicable
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ASSET BACKED FUNDING CORPORATION
2003-CB4 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB4
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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.
ASSET BACKED FUNDING CORPORATION, 2003-CB4 TRUST,
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-CB4
By: LITTON LOAN SERVICING LP, as Servicer
By: /s/ Larry B. Litton, Sr.
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Name: Larry B. Litton, Sr.
Title: President and CEO
Date: March 26, 2004
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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
31.1 Rule 13a-14(a)/15d-14(a) Certification.
99.1 Independent Accountants' Report for the year ended December 31, 2003.
99.2 Annual Statement as to Compliance under the Pooling and Servicing
Agreement for the year ended December 31, 2003.
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EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
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2003-CB4 TRUST,
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-CB4
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/A, 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 August
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-CB4 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.
By: /s/ Larry B. Litton, Sr.
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Larry B. Litton, Sr.
President and Chief Executive Officer
Date: March 26, 2004
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<page>
EXHIBIT 99.1
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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 Accountants' Report
To The Partners of Litton Loan Servicing LP:
We have examined management's assertion that Litton Loan Servicing LP (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 dated February 20, 2004. 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 LLP
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February 20, 2004
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<page>
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 payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records
maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received
by the servicing entity at least thirty (30) calendar days prior to these
dates.
4. Any late payment penalties paid in conjunction with the payment of any tax
bill or insurance premium notice shall be paid from the servicing entity's
funds and not charged to the mortgagor, unless the late payment was due to
the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
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.
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
MANAGEMENT ASSERTION REPORT
As of and for the year 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 Attestation 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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EXHIBIT 99.2
Annual Statement as to 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
Diane Wallace
JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, NY 10004-2477
RE: 2003-CB4, C-BASS Mortgage Loan Asset-Backed Certificates
To Whom It May Concern:
The undersigned officer of Litton Loan Servicing LP provides the Annual
Statement as to Compliance as required by the Pooling and Servicing Agreement
for the above referenced security and certifies that (i) a review of the
activities of the Servicer during such preceding fiscal year (or such shorter
period in the case of the first such report) and of performance under this
Agreement has been made under my supervision, and (ii) to the best of my
knowledge, based on such review, the Servicer has fulfilled all its obligations
under this Agreement for 2003.
Sincerely,
/s/ Janice McClure /s/ Ann Kelley
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Janice McClure Ann Kelley
Senior Vice President Secretary
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