UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-74544-07
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2002-3
Bank of America Mortgage 2002-3 Trust
(Exact name of registrant as specified in its charter)
New York 03-0414271
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Bank of America, N.A., as Servicer
101 S. Tryon St.
Charlotte, NC 28255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-387-2111
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 (229.405 of this chapter) 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
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
Documents Incorporated by Reference
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1)Any annual report to security holders; (2)
Any proxy or information statement; and (3)Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.
annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
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.
Not applicable.
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. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
None. The Trust was terminated through exercise of a clean-up
call in 2004.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
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.
None.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B. Other Information.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as part of this Annual
Report on Form 10-K:
(4.1) Pooling and Servicing Agreement (filed as an exhibit to Form
8-K on June 10, 2002).
(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, 2004.
(99.2) Annual Statements of Compliance under the Pooling and Servicing
Agreement for the year ended December 31, 2004.
(b) The exhibits required to be filed by Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(c) Not Applicable.
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:
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2002-3
Bank of America Mortgage 2002-3 Trust
(Registrant)
Signed: Bank of America, N.A., as Servicer
By: /s/ Robert Caruso
Name: Robert Caruso
Title: Senior Vice President
Dated: March 21, 2005
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.
4.1 Pooling and Servicing Agreement (filed as an exhibit to Form 8-K on
June 10, 2002).
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, 2004.
99.2 Annual Statement as to Compliance under the Pooling and Servicing
Agreement for the year ended December 31, 2004.
Exhibit 31.1
Certification
I, Robert Caruso, a Senior Vice President of Bank of America, N.A., certify
that:
1. I have reviewed this annual report on Form 10-K, and all monthly current
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
the Bank of America Mortgage 2002-3 Trust (the "Trust") formed pursuant to
the Pooling and Servicing Agreement, dated March 26, 2002, among Bank
of America Mortgage Securities, Inc., Bank of America, N.A. and The Bank
of New York (the "Agreement");
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 Agreement for
inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer
under the Agreement and based upon my knowledge and the annual compliance
review required under the Agreement, and except as disclosed in the
reports, the servicer has fulfilled its obligations under the 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.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated party: The Bank of New York.
By: /s/ Robert Caruso
Name: Robert Caruso
Title: Senior Vice President
Dated: March 8, 2005
EX-99.1
(Logo) PricewaterhouseCoopers
PricewaterhouseCoopers LLP
214 N. Tryon Street
Ste 3600
Charlotte NC 28202
Telephone (704) 344 7500
Facsimile (704) 344 4100
Report of Independent Accountants
To the Board of Directors and Shareholder of Bank of America, N.A.
We have examined management's assertion concerning the mortgage division of
Bank of America, N.A.'s (the "Company"), an operating division of
Bank of America, N.A., 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, 2004 included in the accompanying management assertion (see
Exhibit 1). 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 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, 2004 is fairly stated, in all material respects.
/s/ PriceWaterhouseCoopers LLP
March 11, 2005
Exhibit 1
Bank of America
(Logo)
Bank of America
475 CrossPoint Parkway
PO Box 9000
Getzville, NY 14068-9000
Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards
March 11, 2005
As of and for the year ended December 31, 2004, Bank of America, N.A. (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 ("USAP").
As of and for this same period, the Company had in effect a fidelity bond and
errors and omissions policy in the amounts of $325,000,000 and $180,000,000,
respectively.
/s/ Floyd S. Robinson
Floyd S. Robinson
Senior Vice President
President Consumer Real Estate
Bank of America, N.A.
/s/ H. Randall Chestnut
H. Randall Chestnut
Senior Vice President
Bank of America, N.A.
/s/ Mike Kula
Mike Kula
Senior Vice President
Finance Executive
Bank of America, N.A.
/s/ Robert Caruso
Robert Caruso
Senior Vice President
National Servicing Executive
Bank of America, N.A.
/s/ J. Mark Hanson
J. Mark Hanson
Senior Vice President
Bank of America, N.A.
EX-99.2
BANK OF AMERICA MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES SET FORTH ON EXHIBIT I HERETO
OFFICER'S CERTIFICATE PURSUANT TO SECTION 3.18
OF THE AGREEMENTS LISTED ON EXHIBIT I HERETO
--------------------------------------------
I, H. Randall Chestnut, Senior Vice President of Bank of America,
N.A., as servicer (the "Servicer"), hereby certify pursuant to Section 3.18 of
the Pooling and Servicing Agreements listed on Exhibit I hereto (collectively,
the "Agreements") that: (a) a review of the activities of the Servicer during
calendar year 2004 and of the performance of the Servicer under the Agreements
has been made under my supervision, and (b) to the best of my knowledge, based
on such review, the Servicer has fulfilled all its obligations under the
Agreements throughout calendar year 2004.
Dated: March 12, 2005
BANK OF AMERICA, N.A.,
as Servicer
By: /s/ H. Randall Chestnut
Name: H. Randall Chestnut
Title: Senior Vice President
EXHIBIT I
PARTIES DATE OF POOLING SERIES
AGREEMENT
===============================================================================
Bank of America Mortgage Securities, March 29, 2001 2001-4
Inc., Bank of America, N.A. and Wells
Fargo Bank, N.A.
Bank of America Mortgage Securities, November 27, 2001 2001-G
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, November 27, 2001 2001-11
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, December 20, 2001 2001-H
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, December 20, 2001 2001-12
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, January 24, 2002 2002-A
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, January 24, 2002 2002-1
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, February 21, 2002 2002-B
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, February 21, 2002 2002-2
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, March 26, 2002 2002-3
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, April 25, 2002 2002-4
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, April 25, 2002 2002-C
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, April 26, 2002 2002-5
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, May 23, 2002 2002-D
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, May 23, 2002 2002-E
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, June 26, 2002 2002-F
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, June 25, 2002, as 2002-6
Inc., Bank of America, N.A. and The amended by Amendment
Bank of New York No. 1, dated July 12,
2002
Bank of America Mortgage Securities, June 26, 2002 2002-G
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, July 25, 2002 2002-7
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, July 25, 2002 2002-H
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, August 27, 2002 2002-I
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, September 26, 2002 2002-J
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, September 27, 2002 2002-K
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, August 27, 2002 2002-8
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, September 26, 2002 2002-9
Inc., Bank of America, N.A. and The
Bank of New York
Bank of America Mortgage Securities, October 24, 2002, as 2002-10
Inc., Bank of America, N.A. and The amended by Amendment
Bank of New York No. 1, dated January 30,
2004