-----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, LPKNB+Nrrdsc5TbNX+JLmL7G67rLBR5odAZHw63PkGpDaraEBruZbHKyxH6teCcD MF0o6tpiuv86gxKuNzQdEA== 0001056404-01-000329.txt : 20010421 0001056404-01-000329.hdr.sgml : 20010421 ACCESSION NUMBER: 0001056404-01-000329 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 28 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20010419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST INTEGRATED STRUCTURED ASSETS INC SERIES 1999-1 TRUST CENTRAL INDEX KEY: 0001085181 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 522009776 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 333-17801-04 FILM NUMBER: 1606704 BUSINESS ADDRESS: STREET 1: C/O NORWEST BANK MINNESOTA N A STREET 2: 11000 BROKEN LAND PARKWAY CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 4108842000 MAIL ADDRESS: STREET 1: 11000 BROKEN LAND PARKWAY STREET 2: C/O NORWEST BANK MINNESOTA NA CITY: FREDERICK STATE: MD ZIP: 21044 10-K/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No.1 (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, 1999 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 333-17801-04 Norwest Integrated Structured Assets, Inc. Mortgage Pass-Through Certificates Series 1999-1 (Exact name of registrant as specified in its charter) New York 52-2164958 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) c/o Wells Fargo Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, Maryland 21044 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (410) 884-2000 Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be 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 ___ This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report on Form 10-K (the "Original Form 10-K") filed on March 24, 2000, on behalf of Norwest Integrated Structured Assets, Inc. Mortgage Pass-Through Certificates Series 1999-1 established pursuant to the Pooling and Servicing Agreement among Norwest Integrated Structured Assets, Inc. as Seller, Norwest Bank Minnesota, N.A. as Master Servicer, and First Union Nation Bank as Trustee pursuant to which the Norwest Integrated Structured Assets, Inc. Mortgage Pass-Through Certificates Series 1999-1 Trust registered under the Securities Act of 1933 (the "Certificates") were issued. Item 14 of the original Form 10K is amended in its entirety to read as follows: Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Exhibits (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1999. a) BANK UNITED b) COLUMBIA NATIONAL INC c) FT MTG COMPANIES d) HOMESIDE LENDING INC (FL) e) MERRILL LYNCH CREDIT CORP f) MORGAN STANLEY DEAN WITTER g) NATIONAL CITY MTG CO h) NORTH AMERICAN MTG i) NORWEST MTG INC (99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1999. a) BANK UNITED b) COLUMBIA NATIONAL INC c) FT MTG COMPANIES d) HOMESIDE LENDING INC (FL) e) MERRILL LYNCH CREDIT CORP f) MORGAN STANLEY DEAN WITTER g) NATIONAL CITY MTG CO h) NORTH AMERICAN MTG i) NORWEST MTG INC (99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1999. a) BANK UNITED b) COLUMBIA NATIONAL INC c) FT MTG COMPANIES d) HOMESIDE LENDING INC (FL) e) MERRILL LYNCH CREDIT CORP f) MORGAN STANLEY DEAN WITTER g) NATIONAL CITY MTG CO h) NORTH AMERICAN MTG i) NORWEST MTG INC (99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On October 8, 1999, November 5, 1999, and December 7, 1999, reports on Form 8-K were filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report. (c) Not applicable. (d) Omitted. Filed herewith. Previously filed. 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: Norwest Integrated Structured Assets, Inc. Mortgage Pass-Through Certificates Series 1999-1 Signed: Wells Fargo Bank Minnesota, N.A., as Master Servicer By: Sherri Sharps, Vice president By: /s/ Sherri Sharps, Vice president Dated: April 6, 2001 Exhibit Index Exhibit No. 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1999. a) BANK UNITED b) COLUMBIA NATIONAL INC c) FT MTG COMPANIES d) HOMESIDE LENDING INC (FL) e) MERRILL LYNCH CREDIT CORP f) MORGAN STANLEY DEAN WITTER g) NATIONAL CITY MTG CO h) NORTH AMERICAN MTG i) NORWEST MTG INC 99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1999. a) BANK UNITED b) COLUMBIA NATIONAL INC c) FT MTG COMPANIES d) HOMESIDE LENDING INC (FL) e) MERRILL LYNCH CREDIT CORP f) MORGAN STANLEY DEAN WITTER g) NATIONAL CITY MTG CO h) NORTH AMERICAN MTG i) NORWEST MTG INC 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1999. a) BANK UNITED b) COLUMBIA NATIONAL INC c) FT MTG COMPANIES d) HOMESIDE LENDING INC (FL) e) MERRILL LYNCH CREDIT CORP f) MORGAN STANLEY DEAN WITTER g) NATIONAL CITY MTG CO h) NORTH AMERICAN MTG i) NORWEST MTG INC 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders. Filed herewith. Previously filed. EX-99.1(A) 2 0002.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) KPMG 700 Louisiana Houston, TX 77002 Telephone 713 319 2000 Fax 713 319 2041 Independent Accountants' Report The Board of Directors Bank United: We have examined management's assertion about Bank United and subsidiaries (the Bank) compliance 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 the year ended September 30, 1999, included in the accompanying Management Assertion. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank'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 Bank'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 Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that the Bank has complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended September 30, 1999, is fairly stated, in all material respects. KPMG LLP October 26,1999 EX-99.1(B) 3 0003.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) ARTHUR ANDERSON INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors of Columbia National, Inc.: We have examined management's assertion about Columbia National, Inc.'s compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers and that Columbia National, Inc. had in effect a fidelity bond policy and an errors and omissions policy in the amount of $11,000,00 and $11,000,000, respectively, for the period January 1, 1999 through May 12, 1999 and $13,000,000 and $13,000,000, respectively, for the period from May 13, 1999 through December 30, 1999. Management is responsible for Columbia National, Inc.'s compliance with those minimum servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion 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 Columbia National, Inc.'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 Columbia National, Inc.'s compliance with the minimum servicing standards. In our opinion, management's assertion that Columbia National, Inc. complied with the aforementioned minimum servicing standards and that Columbia National, Inc. had in effect a fidelity bond policy and an errors and omissions policy in the amount of $11,000,000 and $11,000,000, respectively, for the period January 1, 1999 through May 12, 1999 and $13,000,000 and $13,000,000, respectively, for the period from May 13, 1999 through December 30, 1999, is fairly stated, in all material respects. Arthur Anderson LLP Vienna, Virginia February 25, 2000 EX-99.1(C) 4 0004.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) ARTHUR ANDERSEN REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholder of First Tennessee Mortgage Services, Inc.: We have examined management's assertion about First Tennessee Mortgage Services, Inc.'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 (USAP) and that the Company had in effect a fidelity bond policy in the amount of $70,000,000 and an errors and omissions policy in the amount of $50,000,000 as of and for the year ended December 31, 1999, included in the accompanying management assertion letter. Management is responsible for the Company's compliance with those minimum servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the minimum servicing standards and maintenance of a fidelity bond and errors and omissions policy 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, except for the matters disclosed therein, management's assertion that the Company complied with the aforementioned minimum servicing standards and that the Company had in effect a fidelity bond policy in the amount of $70,000,000 and an errors and omissions policy in the amount of $50,000,000 as of and for the year ended December 31, 1999, is fairly stated, in all material respects. Arthur Andersen LLP Memphis, Tennessee, February 28, 2000 EX-99.1(D) 5 0005.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT KPMG (LOGO) Suite 2700, Independent Square One Independent Drive P.O. Box 190 Jacksonville, FL 32201-0190 Independent Auditors' Report The Board of Directors HomeSide Lending, Inc.: We have examined management's assertion about HomeSide Lending, Inc. and subsidiaries' (the Company's) compliance with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers and that the Company had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively, as of and for the year ended September 30, 1999, included in the accompanying management assertion letter dated December 17, 1999. 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 HomeSide Lending, Inc. and subsidiaries has complied in all material respects with the aforementioned minimum servicing standards and that the Company had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively, as of and for the year ended September 30, 1999 is fairly stated, in all material respects. December 17, 1999 KPMG LLP EX-99.1(E) 6 0006.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT Deloitte & Touche (LOGO) Deloitte & Touche LLP Suite 2801 One Independent Drive Jacksonville, Florida 32202-5034 Telephone: (904) 665-1400 Facsimile: (904) 355-9104 INDEPENDENT ACCOUNTANTS' REPORT ON MANAGEMENT'S ASSERTION ABOUT COMPLIANCE WITH UNIFORM SINGLE ATTESTATION PROGRAM REQUIREMENTS Merrill Lynch Credit Corporation and subsidiaries: We have examined management's assertion about Merrill Lynch Credit Corporation and subsidiaries' (the "Company") 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 fiscal year ended December 31, 1999, 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 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 Merrill Lynch Credit Corporation and subsidiaries complied with the aforementioned minimum servicing standards as of and for the fiscal year ended December 31, 1999 is fairly stated, in all material respects. Deloitte & Touche February 25, 2000 Deloitte Touche Tohmatsu EX-99.1(F) 7 0007.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT Deloitte & Touche (LOGO) Deloitte & Touche LLP Two Prudential Plaza 180 North Stetson Avenue Chicago, Illinois 60601-6779 Telephone: (312) 946-3000 Facsimile: (312) 946-2600 INDEPENDENT ACCOUNTANTS' REPORT Morgan Stanley Dean Witter Credit Corporation Riverwoods, Illinois We have examined management's assertion about Morgan Stanley Dean Witter Credit Corporation'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 ("USAP") for the mortgage loans sold to Norwest Funding, Inc. as of and for the year ended December 31, 1999 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 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 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, 1999 is fairly stated, in all material respects. Deloitte & Touche LLP January 7, 2000 EX-99.1(G) 8 0008.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO)ERNST & YOUNG Ernst & Young LLP 1300 Huntington Building 925 Euclid Avenue Cleveland, Ohio 44115-1405 Phone: (216) 861-5000 www. ey. com Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Board of Directors National City Mortgage Co. We have examined management's assertion, included in the accompanying report titled Report of Management, that National City Mortgage Co. (NCM) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 1999. Management is responsible for NCM's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about NCM'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 NCM's compliance with those requirements 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 NCM's compliance with specified requirements. In our opinion, management's assertion, that NCM complied with the aforementioned requirements during the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for the information and use of the audit committee, management, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association and NCM private investors and is not intended to be and should not be used by anyone other than these specified parties. February 3, 2000 Ernst & Young LLP Ernst & Young LLP is a member of Ernst & Young International, Ltd. EX-99.1(H) 9 0009.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) KPMG 345 Park Avenue New York, NY 10154 Independent Auditors' Report The Board of Directors North American Mortgage Company: We have examined management's assertion about North American Mortgage Company's (the Company) compliance 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 the year ended December 31, 1999 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 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 has complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 1999 is fairly stated, in all material respects. KPMG LLP March 17, 2000 KPMG LLP.KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss aassociation. EX-99.1(I) 10 0010.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) KPMG 2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309 INDEPENDENT ACCOUNTANTS' REPORT The Board of Directors Norwest Mortgage, Inc.: We have examined management's assertion about Norwest Mortgage Banking's 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, 1999, included in the accompanying management assertion. Management is responsible for Norwest Mortgage Banking's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity'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 Norwest Mortgage Banking'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 Norwest Mortgage Banking's compliance with the minimum servicing standards. In our opinion, management's assertion that Norwest Mortgage Banking complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1999, is fairly stated, in all material respects. January l8,2000 KPMG LLP EX-99.2(A) 11 0011.txt REPORT OF MANAGEMENT 3200 Southwest Freeway Houston, Texas 77027-7528 P.O. Box 1370 Houston, Texas 77251-1370 Telephone 713/543-6500 (LOGO) BANK UNITED Management Assertion As of and for the year ended September 30, 1999, Bank United and subsidiaries' (the "Bank") 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 year, the Bank had in effect a fidelity bond and errors and omissions policy in the amount of $40,000,000 and $25,000,000, respectively. Anthony J. Nocella CFO & Vice Chairman October 26, 1999 Jonathan K. Heffron COO, Executive Vice President and General Counsel October 26, 1999 EX-99.2(B) 12 0012.txt REPORT OF MANAGEMENT COLUMBIA NATIONAL Incorporated (LOGO) CN As of and for the year ended December 31, 1999, Columbia National,Inc. has complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. Columbia National, Inc. had in effect a fidelity bond policy and an errors and omissions policy in the amount of $11,000,000 and $11,000,000, respectively, for the period January 1, 1999 through May 12, 1999, and in the amount of $13,000,000 and $13,000,000 respectively as of December 31, 1999. Mark C. Krebs Senior Vice President and Treasurer February 25, 2000 7142 Columbia Gateway Drive P.O. Box 3050 Columbia,MD 21045-6050 410/872-2000 Office ... Our 60th Year EX-99.2(C) 13 0013.txt REPORT OF MANAGEMENT (LOGO) FIRST HORIZON HOME LOANS Arthur Andersen L.L.P. 100 Peabody Place, Suite 1100 Memphis, TN 38103-3625 Dear Sirs: As of and for the year ended December 31, 1999, FT Mortgage Companies and its wholly-owned subsidiary, First Tennessee Mortgage Services, Inc. (the "Company") has complied in all material respects, except for the matters disclosed in Exhibit I, 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, the Company had in effect a fidelity bond policy in the amount of $70,000,000 and an errors and omissions policy in the amount of $50,000,000. Gary B. Klinger Cheif Financial Officer February 28, 2000 First Horizon Home Loan Corporation 4000 Horizon Way Irving, TX 75063 Phone: 214-441-4000 Fax: 214-441-5096 EXHIBIT I Matter #1: The Company is required to maintain a loan servicing file for each of the loans it services. During an inventory of files in prior years, the Company noted several missing files. Management Corrective Action: The Company maintains collateral documentation files with the document custodians. For the existing portfolio, internal loan servicing files will be recreated as necessary. During 1998, the Company implemented imaging technology which has and will continue to substantially reduce loss of internal documents in the future. Matter #2: The Company is required to perform reconciliations on a monthly basis for all custodial bank accounts and related bank clearing accounts. Furthermore, the USAP Minimum Servicing Standards require that these reconciliations are to be mathematically accurate, reviewed and approved by someone other than the preparer, and shall document any explanations for reconciling items (which shall be resolved within 90 calendar days of their original identification). Testing during the current year revealed (1) 18 of 35 schedule/schedule principal and interest accounts that were not reconciled to the expected minimum principal and interest, (2) 26 of 391 reconciliations that had unlocated differences, (3) 36 of 391 reconciliations that were not independently reviewed by a supervisor, and (4) 42 of 391 reconciliations that had aged reconciling items over 90 days. Management Corrective Action: The Company has established a policy ensuring all schedule/schedule accounts are reconciled to the expected minimum principal and interest, and all reconcilements have appropriate documentation. In addition, a policy has been implemented requiring manager approval on all accounts within 7 days of completion of the reconciliation. This is managed via a log tracking all accounts open with outstanding items. Also, the Company has established a system of management reporting that emphasizes accounts with outstanding reconciling items and the specific age of those unexplained differences. These reports are submitted to senior management on a weekly basis. Matter #3: The Company is required to maintain a system of adequately safeguarding unissued checks so as to prevent unauthorized access. During testing, personnel had unsupervised access to the check printing room. Management Corrective Action: Subsequent to the testing, the Company eliminated access to the check printing room and check stock for all non-essential personnel, and written procedures were given to each department regarding proper security. EX-99.2(D) 14 0014.txt REPORT OF MANAGEMENT (LOGO) HOMESIDE LENDING, INC. Management Assertion Letter As of and for the year ended September 30, 1999, HomeSide Lending, Inc. 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, HomeSide Lending had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively. William Glasgow,Jr. Executive Vice President December 17, 1999 EX-99.2(E) 15 0015.txt REPORT OF MANAGEMENT Merrill Lynch Credit Corporation Private Client Group (LOGO)Merrill Lynch 4802 Deer Lake Drive East Jacksonville, Florida 32246-6484 904 218 60OO 800 243 0058 February 25, 2000 Deloitte & Touche LLP 2801 Independence Drive Jacksonville, FL 32202 Ladies and Gentlemen: As of and for the year ended December 31, 1999, Merrill Lynch Credit Corporation and subsidiaries (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 the same period, the Company had in effect fidelity bond and errors and omissions insurance coverage in the amounts of $200,000,000 and $17,000,000 respectively. Michael A. Johnston Chairman, President/Chief Executive Officer Lee Lomax Senior Vice President EX-99.2(F) 16 0016.txt REPORT OF MANAGEMENT MORGAN STANLEY DEAN WITTER CREDIT CORPORATION January 7, 2000 As of and for the year ended December 31, 1999, Morgan Stanley Dean Witter Credit Corporation (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, Morgan Stanley Dean Witter & Co., the Company's parent, had in effect a fidelity bond in excess of $25 million and an errors and omissions policy in excess of $25 million under which the Company was covered. Nancy S. Donovan President Leroy Hodo Vice President and Controller 2500 Lake Cook Road. 3 West. Riverwoods. Illinois 60015 EX-99.2(G) 17 0017.txt REPORT OF MANAGEMENT National City Mortgage National City Mortgage Co. 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of National City Mortgage Co. (NCM), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of NCM's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 1999 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 1999, NCM complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, NCM had in effect a fidelity bond and errors policy in the amount of $60 million and an omissions policy in the amount of $40 million. T. Jackson Case, Jr., Executive Vice President February 3, 2000 EX-99.2(H) 18 0018.txt REPORT OF MANAGEMENT (LOGO)NORTH AMERICAN MORTGAGE COMPANY A DIME COMPANY 5100 West Lemon Street Suite 109 Tampa, FL 33609 813-636-2902 Fax 813-636-2961 Management Assertion As of and for the year ended December 31, 1999, North American Mortgage Company (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, the Company had in effect a fidelity bond and errors and omissions policy in the following amounts as of and for the year ended December 31, 1999: Fidelity Bond $100,000,000 from January 1, 1999 to December 31, 1999 Errors and Omissions $20,000,000 from January 1, 1999 to December 31, 1999 Raymond G. Romano SVP/Director of Residential Credit 3/27/00 Date EX-99.2(I) 19 0019.txt REPORT OF MANAGEMENT (LOGO) NORWEST MORTGAGE Norwest Mortgage, Inc. Home Campus Des Moines, IA 50328 515/221 - 7300 Management Assertion As of, and for the year ended December 31, 1999, Norwest Mortgage Banking 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 the same period, Norwest Mortgage Banking had in effect a fidelity bond along with an errors and omissions policy in the amounts of $50 million and $10 million, respectively. Pete Wissinger President and Chief Operating Officer January 8, 2000 Date Robert K. Chapman Executive Vice President and Chief Financial Officer January 8, 2000 Date Mike Heid Executive Vice President Loan Servicing January 8, 2000 Date EX-99.3(A) 20 0020.txt ANNUAL STATEMENT OF COMPLIANCE 3200 Southwest Freeway, Houston, Texas 77027 P.O. Box 2824, Houston, Texas 77252-2824 713/543-8675, 800/288-3223 Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia MD 21044-3562 Attention: Master Servicing (LOGO) BANK UNITED RE: Officer's Certificate Dear Master Servicer: The undersigned officer certifies the following for the 1999 fiscal year: A. I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; B. I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; C. I have confirmed that the Fidelity Bond, The Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; D. All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; E. All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A.; F. All Custodial Accounts have been reconciled and are properly funded; and G. All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: Tyrone W. Crawley Vice President Title 7/6/00 Date EX-99.3(B) 21 0021.txt ANNUAL STATEMENT OF COMPLIANCE COLUMBIA NATIONAL Incorporated Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044-3562 Attention: Master Servicing RE: Officer's Certificate (LOGO) CN Dear Master Servicer: The undersigned Officer certifies the following for the 1999 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes,governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6030P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: Officer Sr.Vice President Title 4-5-00 Date 7142 COLUMBIA GATEWAY DRIVE COLUMBIA, MD 21046-2132 410/872-2000 OFFICE EX-99.3(C) 22 0022.txt ANNUAL STATEMENT OF COMPLIANCE ANNUAL SERVICING CERTIFICATION In connection with the loans serviced by FT Mortgage Companies during the fiscal year December 31, 1999, we confirm the following to be materially correct and accurate to the best of our knowledge, information and belief: 1) Real estate taxes, special assessments and any charges that may become a lien upon the property and which come due in the last calendar year have been paid. This also includes the verification with taxing authorities for non-escrowed mortgages. 2) FHA insurance premiums or private mortgage insurance premiums, if applicable, have been paid and are in full force and effect. 3) Properties are adequately insured and your interest, as Mortgagee is properly provided for in the mortgage clause. This includes both flood and hazard insurance. 4) For those loans being escrowed for the payment of taxes and insurance, sufficient amounts are being collected monthly to provide for payment of future items. 5) Property inspections have been completed according to the provisions of our servicing agreement, if applicable. 6) All other provisions of the servicing agreement have been adhered to. 7) To the extent there exist any exceptions to the foregoing that are deemed to be material in nature, such exception(s) will be recited in an Exhibit attached hereto and accompanied by an explanation thereof. In the event no Exhibit is attached hereto, it is to be presumed that no exceptions of a material nature to the foregoing exist. By: Sheryl Court (Signature) Sheryl Court (Printed name) Vice President (Title) 3/23/00 (Date) EX-99.3(D) 23 0023.txt ANNUAL STATEMENT OF COMPLIANCE (LOGO) HOMESIDE LENDING, INC. June 15, 2000 Mr. Erik F. Grooms Contracts & Compliance Administrator Norwest Bank Minnesota 11000 Broken Land Parkway Columbia, MD 21044-3562 Re: Officer's Certificate Dear Mr. Grooms: The undersigned Officer certifies the following for the 1999 fiscal year: * I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of this Officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the Servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A. * I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing. * I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect. * All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A. * All Custodial Accounts have been reconciled and are properly funded. * All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Finally, the Servicer Information profile is enclosed. The annual financial statement and evidence of insurance have previously been sent to various employees at Norwest. However, additional copies will be provided to Ms. Joan Merrill. Should you need anything further please contact Lynda M. Pohwat at (904)281-4705 or Impohwat@homeside.com. Sincerely, Karen Bryan Vice President lp encs. Post Office Box 44090, Jacksonville, FL 32231-4090 * 904-281-3000 EX-99.3(E) 24 0024.txt ANNUAL STATEMENT OF COMPLIANCE Merrill Lynch Credit Corporation Private Client Group 4802 Deer Lake Drive East Jacksonville, Florida 32246-6484 904 928 6000 800 243 0058 OFFICERS' CERTIFICATE ANNUAL STATEMENT AS TO COMPLIANCE (LOGO) Merrill Lynch Re: Norwest Funding, Inc. ("Owner"), Merrill Lynch Credit Corporation ("Company"), Master Servicing Agreement dated as April 1, 1998 ("Agreement") Pursuant to the above Agreement, the Company hereby states: 1. A review of the activities of the Company during the 1999 calendar year and of its performance under the Agreement has been made under the supervision of each of the undersigned officers. 2. To the best of each such officer's knowledge, based on such review, the Company has fulfilled all of its material obligations under the Agreement in all material respects throughout such year, except with regard to the following matter: In connection with certain Mortgage Loans, the Company may have deducted interest, to which it was entitled, from certain principa1 prepayments, and applied the remainder of the prepayment to reduce the principal balance The related Notes contemplate that principal prepayments be applied to reduce the amount of principal owed under the Note, and that the borrower be subsequently billed for the interest owed. The practice has been discontinued. Dated: March 31, 2000 Merrill Lynch Credit Corporation By: Linzy S. Banks, Vice President Ira J. Ehrlich,Vice President EX-99.3(F) 25 0025.txt ANNUAL STATEMENT OF COMPLIANCE MORGAN STANLEY DEAN WITTER CREDIT CORPORATION Officer's Certificate Pursuant to the Servicing Agreement between Morgan Stanley Dean Witter Credit Corporation, formerly known as NOVUS Financial Corporation, as seller and servicer (referred to herein in such capacity as the "Servicer", and Norwest Funding, Inc., as Owner, the undersigned, hereby states that: (1) A review of the activities of the Servicer and of its performance under the Servicing Agreement during the calendar year ended December 31, 1999, has been made under my supervision; and (2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period. MORGAN STANLEY DEAN WITTER CREDIT CORPORATION By R L. Vipham Vice President Title Dated as of December 31, 1999 By J.L. Reading Senior Vice President Title Dated as of December 31, 1999 2500 Lake Cook Road. 3 West. Riverwoods. Illinois 60015 EX-99.3(G) 26 0026.txt ANNUAL STATEMENT OF COMPLIANCE National City Mortgage March 14,2000 National City Mortgage Co. 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044-3562 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 1999 fiscal year. (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded;and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: Officer Vice President Title March 14, 2000 Date EX-99.3(H) 27 0027.txt ANNUAL STATEMENT OF COMPLIANCE Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044-3562 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 1999 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: Officer VICE PRESIDENT Title 4-7-00 Date EX-99.3(I) 28 0028.txt ANNUAL STATEMENT OF COMPLIANCE (LOGO) NORWEST Norwest Home Improvement, Inc. 500 Riverhills Business Park Suite 590 Birmingham, Alabama 35242 205/991-9550 Norwest Bank Minnesota, N.A. l1000 Broken Land Parkway Columbia, MD 21044-3562 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 1999 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J, and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: Officer Vice President Title May 23, 2000 Date -----END PRIVACY-ENHANCED MESSAGE-----