10-K 1 dms04004_2004.txt 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: 333-100675-06 Deutsche Mortgage Securities, Inc. Mortgage Pass-Through Certificates Series 2004-4 (Exact name of registrant as specified in its charter) New York 54-2154048 (State or other jurisdiction of 54-2154049 incorporation or organization) 54-2154050 54-2154051 54-2154052 54-2154053 54-2154054 (I.R.S. Employer Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 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. PART I Item 1. Business. Omitted. Item 2. Properties. See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. 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 and Related Stockholder Matters and Issuer Purchases of Equity Securities. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2004, the total number of holders of record for the Series of Certificates is 47. 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. See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K. 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) Exhibits (31.1) Rule 13a-14(a)/15d-14(a) Certification (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities. a) Chase Manhattan Mtg Corp, as Servicer b) Countrywide Home Loans Inc., as Servicer c) GMAC Mortgage Corp, as Servicer d) Greenpoint Mortgage Funding, Inc., as Servicer e) M & T Mortgage Corp, as Servicer f) National City Mortgage Co, as Servicer
(99.2) Report of Management as to Compliance with Minimum Servicing Standards. a) Chase Manhattan Mtg Corp, as Servicer b) Countrywide Home Loans Inc., as Servicer c) GMAC Mortgage Corp, as Servicer d) Greenpoint Mortgage Funding, Inc., as Servicer e) M & T Mortgage Corp, as Servicer f) National City Mortgage Co, as Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements. a) Chase Manhattan Mtg Corp, as Servicer b) Countrywide Home Loans Inc., as Servicer c) GMAC Mortgage Corp, as Servicer d) Greenpoint Mortgage Funding, Inc., as Servicer e) M & T Mortgage Corp, as Servicer f) National City Mortgage Co, as Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) Not applicable. (c) Omitted. Filed herewith. 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: Deutsche Mortgage Securities, Inc. Mortgage Pass-Through Certificates Series 2004-4 (Registrant) Signed: Wells Fargo Bank, N.A. as Master Servicer By: Kristen Ann Cronin, Vice President By: /s/ Kristen Ann Cronin, Vice President Dated: March 30, 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. Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification I, Kristen Ann Cronin, certify 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 Deutsche Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 2004-4 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 or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the master servicer under the pooling and servicing, or similar, agreement, and based on upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the master servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, 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: Chase Manhattan Mtg Corp as Servicer, Countrywide Home Loans Inc. as Servicer, GMAC Mortgage Corp as Servicer, Greenpoint Mortgage Funding Inc. as Servicer, M & T Mortgage Corp as Servicer, National City Mortgage Co as Servicer. Date: March 30, 2005 /s/ Kristen Ann Cronin Signature Vice President Title EX-99.1 (a) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Report of Independent Auditors To the Board of Directors and Stockholder of Chase Home Finance LLC: We have examined management's assertion about Chase Home Finance LLC's (formerly known as Chase Manhattan Mortgage Corporation) (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 year ended December 31, 2004 included in the accompanying management assertion (see Exhibit I). 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 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, 2004 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 11, 2005 (logo) JPMorganChase Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, Chase Home Finance LLC (formerly known as Chase Manhattan Mortgage Corporation) (the "Company") has complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). These Standards are applicable only to the Company's prime and subprime mortgage portfolios. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively. /s/ Thomas L. Wind Thomas L. Wind Co-Chief Executive Officer Chase Home Finance LLC /s/ Scott Powell Scott Powell Co-Chief Executive Officer Chase Home Finance LLC /s/ Terry L. Gentry Terry L. Gentry SVP of Servicing Chase Home Finance LLC EX-99.1 (b) (logo) KPMG KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Independent Accountants' Report The Board of Directors Countrywide Financial Corporation: We have examined the accompanying management's assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the Company) complied 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 the year ended December 31, 2004. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above 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 Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, 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/ KPMG LLP March 17, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (c) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110-1707 Telephone (617) 530 5000 Facsimile (617) 530 5001 www.pwc.com Report of Independent Auditors To the Board of Directors and Stockholder of GMAC Mortgage Corporation: We have examined management's assertion about GMAC Mortgage Corporation and its subsidiaries' (the "Company") compliance with the minimum servicing standards ("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 I). 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 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 the Company's compliance with the 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 standards. Our examination identified certain instances of non compliance with USAP as it relates to Section I - Custodial Bank Accounts. Specifically, there were bank accounts over the course of several months where the Company was not in full compliance with USAP requirements as it related to the preparation of custodial bank reconciliations within 45 calendar days of cutoff as well as the resolution of reconciling items within 90 calendar days of original identification. The Company remediated the issues related to the preparation of custodial bank accounts reconciliations within 45 calendar days as of December 31, 2004. These instances of non compliance as well as management's remediation status are more fully described in management's assertion, which is set forth in Exhibit 1. In our opinion, management's assertion that the Company complied with the aforementioned standards except for the instances of non compliance related to Section I - Custodial Bank Accounts as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 18, 2005 EX-99.1 (d) (logo) KPMG KPMG LLP 55 Second Street San Francisco, CA 94105 Independent Accountants' Report The Board of Directors North Fork Bancorporation, Inc.: We have examined management's assertion, included in the accompanying Management Assertion, that GreenPoint Mortgage Funding, Inc., a wholly owned subsidiary of North Fork Bancorporation, Inc., complied 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 the year ended December 31, 2004. Management is responsible for GreenPoint Mortgage Funding, Inc.'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 GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing standards specified above 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 GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing standards. Management identified the following material noncompliance with minimum servicing standards over mortgage payments as of and for the year ended December 31, 2004. The mortgage interest rate changes on certain Home Equity Lines of Credit were not adjusted at the appropriate date in accordance with the mortgagor's loan documents. This resulted in the mortgagor being overcharged for the period from the interest rate change until the correct effective date, which was the first day of the following month. In our opinion, except for the material noncompliance described in the third paragraph, management's assertion that GreenPoint Mortgage Funding, Inc. 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/ KPMG LLP March 17, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (e) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 3600 HSBC Center Buffalo NY 14203-2879 Telephone (716) 856 4650 Facsimile (716) 856 1208 Report of Independent Accountants To the Board of Directors and Stockholder of M&T Mortgage Corporation We have examined management's assertion about M&T Mortgage 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") 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 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, 2004 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 11, 2005 (logo) M&T Mortgage Corporation A Subsidiary of M&T Bank Exhibit 1 Management's Assertion Concerning Compliance With USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, M&T Mortgage 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 ("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 $55,000,000 and $54,000,000, respectively. M&T Mortgage Corporation By: /s/ James J. Beardi James J. Beardi President By: /s/ Mark J. Mendel Mark J. Mendel Administrative Vice President P.O. Box 1288, Buffalo, NY 14240, 716 626 7010 800 724 2224 Mortgage account information, just a click away. www.mandtmortgage.com EX-99.1 (f) (logo) ERNST & YOUNG Ernst & Young LLP 1300 Huntington Building 925 Euclid Avenue Cleveland, Ohio 44115 Phone: (216) 861-5000 www.ey.com Report on Management's Assertion on Compliance with the Specified 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 identified in Exhibit A to the Report of Management (the specific minimum servicing standards) as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year-ended December 31, 2004. Management is responsible for NCM's compliance with the specified minimum servicing standards. 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 attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about NCM's compliance with the specified 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 NCM's compliance with specified minimum servicing standards. In our opinion, management's assertion that NCM complied with the aforementioned specified minimum servicing standards during the year ended December 31, 2004, is fairly stated, in all material respects. /s/ Ernst & Young LLP March 11, 2005 A Member Practice of Ernst & Young Global EX-99.2 (a) (logo) JPMorganChase Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, Chase Home Finance LLC (formerly known as Chase Manhattan Mortgage Corporation) (the "Company") has complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). These Standards are applicable only to the Company's prime and subprime mortgage portfolios. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively. /s/ Thomas L. Wind Thomas L. Wind Co-Chief Executive Officer Chase Home Finance LLC /s/ Scott Powell Scott Powell Co-Chief Executive Officer Chase Home Finance LLC /s/ Terry L. Gentry Terry L. Gentry SVP of Servicing Chase Home Finance LLC EX-99.2 (b) (logo) Countrywide HOME LOANS 2900 MADERA ROAD SUN VALLEY, CALIFORNIA 93065-6298 (805) 955-1000 Management's Assertion March 17, 2005 As of and for the year ended December 31, 2004, Countrywide Financial Corporation and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly owned subsidiary of CHL) ("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 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 amount of $200 million and $100 million, respectively. /s/ Thomas K. McLaughlin Thomas K. McLaughlin Executive Managing Director and Chief Financial Officer /s/ Kevin Meyers Kevin Meyers Managing Director, Chief Financial Officer Loan Administration EX-99.2 (c) (logo) GMAC Mortgage Exhibit 1 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 18, 2005 As of and for the year ended December 31, 2004, GMAC Mortgage Corporation and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP" except as follows: Section I - Custodial Bank Accounts requires that reconciliations be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall be prepared within forty-five (45) calendar days after the cutoff date and reconciling items resolved within ninety (90) calendar days of their original identification. Subsequent to the Company's servicing platform conversion that took place in January of 2004, and as a result of temporary reporting challenges resulting from this conversion, there were bank accounts over the course of several months where the Company was not in full compliance with USAP requirements as it related to the preparation of custodial bank reconciliations within 45 calendar days of cutoff as well as the resolution of reconciling items within 90 calendar days of original identification. The Company remediated the issues related to the preparation of custodial bank accounts reconciliations within 45 calendar days as of December 31, 2004. The Company has subsequently, in 2005, remediated the resolution of reconciling items within 90 calendar days of original identification. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $300,000,000 and $100,000,000, respectively. GMAC Mortgage Finance Department 4 Walnut Grove Drive Horsham, PA 19044 /s/ David Applegate David Applegate Chief Executive Officer GMAC Residential Holding Corp /s/ Ralph Hall Ralph Hall Chief Operating Officer GMAC Residential Holding Corp /s/ Tony Renzi Tony Renzi Executive Vice President, National Servicing Administration GMAC Residential Holding Corp /s/ Jim Hillsman Jim Hillsman Chief Financial Officer GMAC Residential Holding Corp EX-99.2 (d) PO Box 84013 Columbus, GA 31908-4013 (logo) GreenPoint Mortgage Servicing Division Management Assertion March 17, 2005 As of and for the year ended December 31, 2004, GreenPoint Mortgage Funding, Inc. (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, except for the following: * In certain circumstances, the mortgage interest rate changes on certain Home Equity Lines of Credit were not adjusted at the appropriate date in accordance with the mortgagor's loan documents. This resulted in the mortgagor being overcharged for the period from the interest rate change until the correct effective date, which was the first day of the following month. This error was identified by Management and the systemic issue that caused the incorrect calculation of interest was resolved prior to the issuance of this letter. As of and for the year ended December 31, 2004, the Company had in effect a fidelity bond in the amount of $25,000,000 for a single loss limit and an aggregate limit of liability of $50,000,000 and an errors and omissions policy in the amount of $25,000,000 for a single loss limit and no aggregate limit of liability. Very truly yours, GreenPoint Mortgage Funding, Inc., as Servicer /s/ S.A. Ibrahim S.A Ibrahim Chief Executive Officer /s/ Mike De Francesco Mike De Francesco Senior Vice President - Loan Administration /s/ David Petrini Dave Petrini Chief Financial Officer EX-99.2 (e) (logo) M&T Mortgage Corporation A Subsidiary of M&T Bank Exhibit 1 Management's Assertion Concerning Compliance With USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, M&T Mortgage 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 ("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 $55,000,000 and $54,000,000, respectively. M&T Mortgage Corporation By: /s/ James J. Beardi James J. Beardi President By: /s/ Mark J. Mendel Mark J. Mendel Administrative Vice President P.O. Box 1288, Buffalo, NY 14240, 716 626 7010 800 724 2224 Mortgage account information, just a click away. www.mandtmortgage.com EX-99.2 (f) (logo) National City Mortgage National City Mortgage Co. A Subsidiary of National City Bank of Indiana 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, 2004 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2004, 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 policy in the amount of $200 million and an errors and omissions policy in the amount of $250 million. /s/ T. Jackson Case, Jr T. Jackson Case, Jr., Executive Vice President March 4, 2005 No one Cares More ! EX-99.3 (a) (logo) CHASE Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 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 Wells Fargo 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 Wells Fargo 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: /s/ Terry L. Gentry Officer: Terry L. Gentry Title: Senior Vice President Date: March 15, 2005 EX-99.3 (b) Exhibit "A" Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 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 Wells Fargo 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 Wells Fargo 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: /s/ Countrywide /s/ Joseph Candelario Officer First Vice President Title /s/ 3/21/05 Date EX-99.3 (c) (logo) GMAC Mortgage March 10, 2005 WELLS FARGO BANK SABRENIA L. FIKE 9062 OLD ANNAPOLS ROAD COLUMBIA, MD 21045 Re: Annual Officers Statement of Compliance Year Ending 2004 GMACM Investor Agreement # 41163 We hereby certify to the best of our knowledge and belief, that for the calendar year 2004: 1. A review of the activities of the Seller / Servicer and of performance according to the Seller / Servicer contract has been made with the undersigned Officer's knowledge. 2. To the best of the undersigned Officer's knowledge, and based on such review, the Seller / Servicer has fulfilled all its obligations under the Guides for such year. 3. If applicable, GMACM has filed the information returns with respect to the receipt of mortgage interest pursuant to Sections 60501H, 6050J and 6050P of the Code, received in a trade or business, reports of foreclosures and abandonment's of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property. 4. All hazard, flood, FHA mortgage insurance and primary mortgage insurance premiums, taxes, ground rents, assessments and other lienable items have been paid in connection with the mortgaged properties. 5. All property inspections have been completed as required. 6. Compliance relative to Adjustable Rate Mortgages has been met. 7. Fidelity Bond and Errors and Omissions Insurance coverage is current, in full force and effect. Servicer: GMAC Mortgage Corporation By: /s/ Michael Kacergis Name: Michael Kacergis Title: Manager, Contract Administration National Loan Administration Risk and Compliance 500 Enterprise Road Suite 150 Horsham, PA 19044 EX-99.3 (d) PO Box 84013 Columbus GA 31908-4013 Tel. 800.784.5566 GreenPoint (logo) Mortgage March 15, 2005 Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland 21045 Attn: Master Servicer Deutsche Mortgage Securities, Inc 60 Wall Street New York, New York 10005 Attn: Ted Hsuch Re: Annual Statement of Compliance for the Assignment, Assumption and Recognition Agreements listed on Exhibit A hereto (each as "Agreement") by GreenPoint Mortgage Funding, Inc., as Servicer Ladies and Gentlemen: Pursuant to the Assignment, Assumption and Recognition Agreement with respect to the above-referenced offering, the undersigned officer of GreenPoint Mortgage Funding, Inc. (as "Servicer") hereby certifies as to the following (capitalized terms have the meanings used in each Agreement): 1. A review of the activities of the Servicer and its performance under each Agreement during the preceding fiscal year since the inception of the trust has been made under the direct supervision of the undersigned officer; and 2. To the best knowledge of the undersigned officer, based on such review, the Servicer has fulfilled all of its material obligations under each Agreement throughout the applicable period, and there has been no known default in the fulfillment of the Servicer's material obligations throughout such period. Very truly yours, GREENPOINT MORTGAGE FUNDING, INC., as Servicer By: /s/ Michael DeFrancesco Name: Michael DeFrancesco Title: Senior Vice President, Loan Administrator Aviso Importante Para Las Personas Habla Espanol Si usted no entiendo el contenido de esta carta por favor obtenga una traduccion immediamente 2300 Brookstone Centre Pkwy Columbus GA 31904 Customer Service Hours: Monday - Friday, 8:30 AM - 8:00 PM Eastern www.greenpointservice.com Exhibit A 1. Assignment, Assumption and Recognition Agreement made as of August 30, 2004, among DB Structured Products, Inc., Deutsche Mortgage Securities, Inc. and GreenPoint Mortgage Funding, Inc. DMSI 2004-5. 2. Assignment, Assumption and Recognition Agreement made as of May 27, 2004, among DB Structured Products, Inc., Deutsche Mortgage Securities, Inc. and GreenPoint Mortgage Funding, Inc. DMSI 2004-4. 3. Assignment, Assumption and Recognition Agreement made as of April 30, 2004, among DB Structured Products, Inc., Deutsche Mortgage Securities, Inc. and GreenPoint Mortgage Funding, Inc. DMSI 2004-3. EX-99.3 (e) (logo) M&T Mortgage Corporation A Subsidiary of M&T Bank Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies that following for the 2004 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 Officer' 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 Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or HGLMC 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 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 Wells Fargo 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: /s/ Juliet Alexander Juliet Alexander Assistant Vice President Title March 11, 2005 Date P.O. Box 1288, Buffalo, NY 14240, 716 626 7010 800 724 2224 Mortgage account information, just a click away. www.mandtmortgage.com EX-99.3 (f) (logo) National City Mortgage National City Mortgage Co. A Subsidiary of National City Bank of Indiana 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone: (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Wells Fargo Bank, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 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 Wells Fargo Bank, 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 Wells Fargo Bank, 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: /s/ T. Jackson Case Jr. Officer Executive Vice President Title March 8, 2005 Date No one Cares More! Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-R 3,600.32 100.00 0.00 0.00 B-1 80,259.34 9,953.59 0.00 3,209,746.40 B-2 57,328.46 7,109.75 0.00 2,292,690.24 B-3 45,861.77 5,687.69 0.00 1,834,112.32 B-4 34,397.57 4,265.92 0.00 1,375,634.08 B-5 22,930.96 2,843.82 0.00 917,059.18 I-A-1 764,160.90 38,021,924.11 0.00 51,139,075.89 I-A-2 522,406.09 0.00 0.00 22,333,000.00 I-A-3 1,348,706.47 0.00 0.00 46,803,000.00 I-A-4 1,032,050.90 0.00 0.00 30,347,000.00 I-A-5 791,735.01 0.00 0.00 22,621,000.00 I-A-6 824,024.26 0.00 0.00 25,002,000.00 I-A-IO 796,927.51 0.00 0.00 25,002,000.00 I-CE 2,601,862.61 750.30 0.00 211,995,238.59 II-AR-1 2,040,810.89 28,525,559.78 0.00 164,269,440.23 II-AR-2 1,869,735.21 29,361,829.51 0.00 140,164,170.48 II-CE 6,053,810.75 143.00 0.00 329,323,104.35 III-A-1 2,393,465.57 17,667,214.89 0.00 97,656,285.11 II-MR-1 144,374.01 0.00 0.00 10,628,000.00 II-MR-2 151,729.51 0.00 0.00 8,696,000.00 II-MR-3 113,009.83 0.00 0.00 4,831,000.00 II-P 89,604.13 0.00 0.00 100.00 I-M-1 188,125.00 0.00 0.00 5,375,000.00 I-M-2 153,125.00 0.00 0.00 4,375,000.00 I-M-3 109,375.00 0.00 0.00 3,125,000.00 I-P 417,738.01 0.00 0.00 100.00 IV-A-1 1,474,198.36 7,826,105.03 0.00 52,885,494.97 M 280,911.41 34,838.04 0.00 11,234,261.95 V-A-1 1,690,660.77 2,283,226.32 0.00 60,636,173.67 VI-AR-1 791,203.24 1,875,249.57 0.00 26,920,450.41 VII-AR-1 514,421.43 1,532,162.29 0.00 43,664,737.71 VII-AR-2 1,496,670.51 10,330,045.35 0.00 115,750,954.65 VII-AR-3 2,285,037.53 0.00 0.00 0.00