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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 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 333-90830-04
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ASSET BACKED FUNDING CORPORATION, ABFC 2003-AHL1 Trust
ABFC Asset Backed Certificates Series 2003-AHL1
(Exact name of registrant as specified in its charter)
New York 87-0697726, 87-0697727
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
c/o Asset Backed Funding Corporation
214 North Tyron Sreet
Charlotte, North Carolina 28255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (704) 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. Not Applicable
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
ABFC 2003-AHL1 Trust
ABFC Asset-Backed Certificates, Series 2003-AHL1
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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 the Company, the Servicer or the Trustee, as relates 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 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.
As of December 31, 2003 the total number of holders with respect to each
class of certificates is set forth below:
Class IA 1
Class IIA 1
Class M1 3
Class M2 2
Class M3 3
Class M4 2
Class M5 1
Class N 1
Class X 1
Class R 1
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.
Not applicable.
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
Omitted.
Item 13. Certain Relationships and Related Transactions
Omitted.
Item 14. Item 14. Principal Accounting Fees and Services
Not Applicable.
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 28, 2003 and November 26, 2003.
(c) 4.1 Pooling and Servicing Agreement (filed as an exhibit to
Form 8-K on May 22, 2003).
31.1 Rule 13a-14(a)/15d-14(a) Certification.
99.1 Annual Independent Public Accountant's Servicing Report
concerning servicing activities 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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ABFC 2003-AHL1 Trust
ABFC Asset Backed Certificates Series 2003-AHL1
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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.
ABFC 2003-AHL1 Trust
ABFC Asset Backed Certificates Series 2003-AHL1 (Registrant)
By: Asset Backed Funding Corporation, as Depositor
By: /s/ George Ellison
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Name: George Ellison
Title: President
Date: March 30, 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
No annual report is provided to Certificateholders other than with respect to
aggregate principal and interest distributions. No proxy statement, form of
proxy or other proxy soliciting material has been sent to any Certificateholders
with respect to any annual or other meeting of security holders.
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Exhibit Index
Exhibit No.
4.1 Pooling and Servicing Agreement (filed as an exhibit to Form 8-K
on May 22, 2003).
31.1 Rule 13a-14(a)/15d-14(a) Certification.
99.1 Annual Independent Public Accountant's Servicing Report concerning
master servicing activities 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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CERTIFICATION
ABFC 2003-AHL1 Asset-Backed Certificates
Series 2003-AHL1
I, George Ellison, certify, in connection with that certain Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of April
1, 2003, among Asset Backed Funding Corporation, as depositor (the "Depositor"),
Litton Loan Servicing LP, as servicer (the "Servicer"), and JPMorgan Chase Bank,
as trustee (the "Trustee"), that I am the senior officer of the Depositor in
charge of its securitizations, and 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 Asset Backed Funding
Corporation (the "Depositor") relating to the above-referenced 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 Agreement referred to above is included in these reports;
4. Based on my knowledge and upon the annual compliance statements included
in the report and required to be delivered to the Trustee in accordance with the
terms of the Pooling and Servicing Agreement, and except as disclosed in the
report, the Servicer has fulfilled its obligations under the Pooling and
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 standard as set forth in the Pooling and Servicing Agreement, that is
included in these reports.
In giving the certifications above, I have reasonably relied on the
information provided to me by the following unaffiliated parties: Litton Loan
Servicing LP, as Servicer, and JPMorgan Chase Bank, as Trustee.
By: /s/ George Ellison
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Name: George Ellison
Title: President
Date: March 30, 2004
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EXHIBIT 99.1
Annual Independent Public Accountant's Servicing Report
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Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas 77002-4196
USA
Tel +1 713 982 2000
Fax +1 713 982 2001
www.deloitte.com
INDEPENDENT AUDITORS' REPORT
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 Pubic 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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<page>
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, 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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EXHIBIT 99.2
Servicer's 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: ABFC 2003-AHL1, ABFC 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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