-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K20hpC6xtTORGltEpsaMTUvzXWiuF5wJhUTb48zaS/2BZyYBgGn+e0MnD1aEoAZ9 l6gI1LBqbX4mdAvsFwRuBg== 0001020242-06-000295.txt : 20060329 0001020242-06-000295.hdr.sgml : 20060329 20060329144916 ACCESSION NUMBER: 0001020242-06-000295 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060329 FILED AS OF DATE: 20060329 DATE AS OF CHANGE: 20060329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABFC 2005-AQ1 Trust CENTRAL INDEX KEY: 0001329286 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-121564-05 FILM NUMBER: 06718288 BUSINESS ADDRESS: STREET 1: 100 NORTH TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043862400 MAIL ADDRESS: STREET 1: 100 NORTH TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 10-K 1 ba05q110k.txt 10K UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2005 Commission file number: 333-121564-05 Asset Backed Certificates Series 2005-AQ1 Asset Backed Funding Corporation (Exact name of Registrant as specified in its Charter) New York 83-0434045 83-0434048 27-6028640 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number) 214 North Tryon Street Charlotte, North Carolina 28255 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 368-2400 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [] No[X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes[] No[X] 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 the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act. Large Accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as Defined in Rule 12b-2 of the Exchange Act). 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 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 December 31, 2005. Not Applicable. DOCUMENTS INCORPORATED BY REFERENCE None 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. Not Applicable. Item 1A. Risk Factors. Not Applicable. Item 1B. Unresolved Staff Comments. Not Applicable. 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. ITEM 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to a vote of Certificateholders during the fiscal year covered by this report. PART II ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. The Trust does not issue stock. (a) There is currently no established public trading market for Registrant's Certificates. (b) As of December 31, 2005 the number of registered holders of all classes of Certificates was 13. (c) Not Applicable. ITEM 6. Selected Financial Data. Not Applicable. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Not Applicable. ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. Not Applicable. ITEM 8. Financial Statements and Supplementary Data. Not Applicable. 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 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. None. ITEM 14. Principal Accountant 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: Exhibit 4.1 Pooling and Servicing Agreement (filed as an Exhibit to Form 8-K on June 21, 2005) Exhibit 31 Section 302 Certification Exhibit 99.1 Servicer's Annual Statement of Compliance for Year End December 31, 2005. Exhibit 99.2 Servicer's Annual Report of Independent Registered Public Accounting Firm as of and for the Year Ended December 31, 2005. (b) The Exhibits required to be filed by the Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Indes that immediately follows the signature page hereof. (c) Not Applicable 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, Asset Backed Certificates Series 2005-AQ1 Asset Backed Funding Corporation, as Depositor By: /s/ Daniel B. Goodwin Name: Daniel B. Goodwin Title: President Date: March 28, 2006 EXHIBIT INDEX Exhibit Document 4.1 Pooling and Servicing Agreement (filed as an Exhibit to Form 8-K on June 21, 2005) 31 Section 302 Certification 99.1 Servicer's Annual Statement of Compliance for Year End December 31, 2005. 99.2 Servicer's Annual Report of Independent Registered Public Accounting Firm as of and for the Year Ended December 31, 2005. EX-99.1 2 ba05q1_asoc.txt ASOC Exhibit 99.1 ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19 Asset Backed Funding Corporation ABFC 2005-AQ1 Trust Asset-Backed Pass-Through Certificates, Series 2005-AQ1 I, John P. Grazer, hereby certify that I am a duly appointed Executive Vice President of Ameriquest Mortgage Company (the "Servicer"), and further certify as follows: 1. This certification is being made pursuant to the terms of the Pooling and Servicing Agreement, dated as of June 1, 2005 (the "Agreement"), among Asset Backed Funding Corporation, as depositor, the Servicer and Deutsche Bank National Trust Company, as trustee. 2. I have reviewed the activities of the Servicer during the preceding year and the Servicer's performance under the Agreement and to the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement throughout the year. Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of 3/14/06. By: /s/ John P. Grazer ------------------ Name: John P. Grazer Title: EVP I, Denise Apicella, an Assistant Secretary of the Servicer, hereby certify that John P. Grazer is a duly elected, qualified, and acting Executive Vice President of the Servicer and that the signature appearing above is his genuine signature. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of 3/14/06. By: /s/ Denise Apicella ------------------- Name: Denise Apicella Title: Asst. Secretary EX-99.2 3 ameriquest.txt UASP Exhibit 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Audit Committee of Ameriquest Mortgage Company: We have examined management's assertion that Ameriquest Mortgage Company (the "Company") has complied as of and for the year ended December 31, 2005, with its established minimum servicing standards described in the accompanying Management's Assertion, dated March 10, 2006. 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, as adopted by the Public Company Accounting Oversight Board 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, 2005, is fairly stated, in all material respects based on the criteria set forth in Appendix I. /s/ Deloitte & Touche LLP March 10, 2006 Costa Mesa, California [LOGO] AMERIQUEST(R) MORTGAGE COMPANY March 10, 2006 Management's Assertion As of and for the year ended December 31, 2005, Ameriquest Mortgage Company (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for residential mortgage loans as set forth in Appendix I (the "Standards"). The Standards are based on 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 in the amount of $100,000,000 and errors and omissions policy ranging from $15,000,000 to $20,000,000. /s/ Aseem Mital - --------------------------------------- Aseem Mital President Chief Executive Officer /s/ Jane Johnson - --------------------------------------- Jane Johnson Executive Vice President Loan Servicing AMC Mortgage Services, Inc. /s/ Karen Christensen - --------------------------------------- Karen Christensen Executive Vice President Chief Financial Officer 1100 Town & Country Road, Suite 1100, Orange, CA 92868 o Phone (714) 564-0600 [LOGO] EQUAL HOUSING LENDER 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: a. Be mathematically accurate b. Be prepared within forty-five (45) calendar days after the cutoff date c. Be reviewed and approved by someone other than the person who prepared the reconciliation 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 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. -2- 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. -3- EX-31 4 ba05q1_sox.txt SOX Exhibit 31 ABFC 2005-AQ1 TRUST, ASSET-BACKED CERTIFICATES, SERIES 2005-AQ1 I, Daniel B. Goodwin, the President of Asset Backed Funding Corporation, 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 ABFC 2005-AQ1 Trust formed pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2005 (the "Agreement"), among Asset Backed Funding Corporation, as depositor, Ameriquest Mortgage Company, as servicer (the "Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee"); 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. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the Trustee in accordance with the terms of 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 parties: Ameriquest Mortgage Company and Deutsche Bank National Trust Company. Dated: March 28, 2006 By: /s/ Daniel B. Goodwin --------------------------------------- Name: Daniel B. Goodwin Title: President -----END PRIVACY-ENHANCED MESSAGE-----