10-K 1 centex2005d_10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2005 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 333-125022-01 CHEC FUNDING, LLC on behalf of itself and the Trust described below with respect to which it is the depositor (Exact name of registrant as specified in its charter) Delaware 76-2851805 State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization 2728 North Harwood Dallas, Texas 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code : (214) 981-5000 Centex Home Equity Loan Asset-Backed Certificates, Series 2005-D issued by Centex Home Equity Loan Trust 2005-D (Title of each class of securities covered by this Form) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (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. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in 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: None PART I Item 1. Business. Not Applicable. Item 1A. Risk Factors. Not Applicable. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. The Registrant is not aware of any material legal proceeding with respect to itself, the Servicer or the Trustee, as related to the Trust. 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. There is currently no established public trading market for the certificates issued by the Trust. There are less than 300 participants in the DTC System. As of December 31, 2005 the total number of such DTC participants with respect to each class of certificates is set forth below: Class AF1 18 Class AF2 16 Class AF3 4 Class AF4 2 Class AF5 4 Class AF6 3 Class AV1 11 Class AV2 14 Class M1 6 Class M2 11 Class M3 10 Class M4 2 Class M5 4 Class M6 3 Class M7 3 Class B1 4 Class B2 3 Class B3 1 Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial condition and Results of Operations. Not Applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not Applicable. Item 8. Financial Statements and Supplementary Data. Not Applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not Applicable. Item 9B. Other Information. Not Applicable. -2- 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. The certificates are represented by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company. A beneficial owner of certificates is not entitled to receive a definitive certificate representing such certificates, except in limited circumstances. Accordingly, Cede & Co. is the sole holder of certificates, which it holds on behalf of brokers, dealers, banks and other participants in the DTC system. Such participants may hold certificates for their own accounts or for the accounts of their customers. The address of Cede & Co. is: Cede & Co. c/o The Depository Trust Company Seven Hanover Square New York, New York 10004 Item 13. Certain Relationships and Related Transactions. No reportable transactions have occurred. Item 14. Principal Accounting Fees and Services. Not Applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements: Not Applicable. (2) Financial Statement Schedules: Not Applicable. (3) Exhibits: Rule 13a-14(a)/15d-14(a) Certification, filed as Exhibit 31.1 hereto. Annual Summary Statement filed as Exhibit 99.1 hereto. Annual Independent Accountants' Servicing Report with Management Assertion, filed as Exhibit 99.2 hereto. Annual Servicer's Statement as to Compliance, filed as Exhibit 99.3 hereto. (b) Exhibits to this report are listed in Item (15)(a)(3)above. (c) Not Applicable. -3- SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Servicer of the Trust has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Centex Home Equity Company, LLC, as Servicer of the Centex Home Equity Loan Trust 2005-D By: /s/ Jesse K. Bray -------------------------------------- Name: Jesse K. Bray Title: Executive Vice President/Chief Financial Officer Date: March 30, 2006 -4- 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. The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form. -5- EXHIBIT INDEX Exhibit Description 31.1 Rule 13a-14(a)/15d-14(a) Certification 99.1 Annual Summary Statement 99.2 Annual Independent Accountant's Servicing Report with Management Assertion 99.3 Annual Statement as to Compliance -6- EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification --------------------------- SARBANES-OXLEY CERTIFICATION I, Jesse K. Bray, 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 Centex Home Equity Loan Trust 2005-D; 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 servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the 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: JPMorgan Chase Bank, N.A., as Trustee. By: /s/ Jesse K. Bray -------------------------------------- Name: Jesse K. Bray Company: Centex Home Equity Company, LLC as Servicer Title: Executive Vice President/Chief Financial Officer Date: March 30, 2006 -7- EXHIBIT 99.1 Annual Summary Statement As of December 31, 2005 --------------------------------------------------------------------------------------------------------------------------------- CLASS CUSIP ORIGINAL PAID PAID TOTAL PAID ENDING PRIN CERT POOL FACTOR PRINCIPAL PRINCIPAL INTEREST BALANCE (Per 1000) --------------------------------------------------------------------------------------------------------------------------------- AF1 152314PD6 $101,700,000.00 $16,660,017.76 $1,215,128.94 $17,875,146.70 $ 85,039,982.24 836.18468279 AF2 152314PE4 19,290,000.00 - 238,231.50 238,231.50 19,290,000.00 1,000.00000000 AF3 152314PF1 26,430,000.00 - 333,348.39 333,348.39 26,430,000.00 1,000.00000000 AF4 152314PG9 24,310,000.00 - 320,284.26 320,284.26 24,310,000.00 1,000.00000000 AF5 152314PH7 54,020,000.00 - 754,929.51 754,929.51 54,020,000.00 1,000.00000000 AF6 152314PJ3 28,000,000.00 - 366,450.00 366,450.00 28,000,000.00 1,000.00000000 AV1 152314PK0 342,200,000.00 49,584,193.33 4,086,904.87 53,671,098.20 292,615,806.67 855.10171441 AV2 152314PL8 195,050,000.00 - 2,507,550.61 2,507,550.61 195,050,000.00 1,000.00000000 M1 152314PM6 14,500,000.00 - 225,002.89 225,002.89 14,500,000.00 1,000.00000000 M2 152314PN4 11,000,000.00 - 181,454.80 181,454.80 11,000,000.00 1,000.00000000 M3 152314PP9 12,000,000.00 - 201,473.38 201,473.38 12,000,000.00 1,000.00000000 M4 152314PQ7 47,000,000.00 - 626,162.40 626,162.40 47,000,000.00 1,000.00000000 M5 152314PR5 32,500,000.00 - 435,828.38 435,828.38 32,500,000.00 1,000.00000000 M6 152314PS3 22,500,000.00 - 303,039.84 303,039.84 22,500,000.00 1,000.00000000 M7 152314PT1 17,000,000.00 - 235,409.27 235,409.27 17,000,000.00 1,000.00000000 B1 152314PU8 17,000,000.00 - 236,896.77 236,896.77 17,000,000.00 1,000.00000000 B2 152314PV6 15,500,000.00 - 218,706.62 218,706.62 15,500,000.00 1,000.00000000 B3 152314PW4 16,000,000.00 - 243,582.85 243,582.85 16,000,000.00 1,000.00000000 ------------------------------------------------------------------------------------------------------------------------------------
-8- EXHIBIT 99.2 Annual Independent Accountant's Servicing Report with Management Assertion ---------------- Ernst & Young LLP Ernst & Young LLP Phone: (214) 969-8000 Suite 1500 Fax: (214) 969-8587 2100 Ross Avenue Telex: 6710375 Dallas, Texas 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 The Members of Centex Home Equity Company, LLC and Subsidiaries and CTX Mortgage Funding, LLC We have examined management's assertion, included in the accompanying report titled Report of Management, that Centex Home Equity Company, LLC and Subsidiaries and CTX Mortgage Funding, LLC (collectively, the Companies) complied with the minimum servicing standards as stated in Attachment A, which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the twelve month period ended December 31, 2005. Management is responsible for the Companies' compliance with those requirements. Our responsibility is to express an opinion on management's assertions about the Companies' 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 Companies' 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 the Companies' compliance with specified requirements. In our opinion, management's assertion that the Companies complied with the aforementioned requirements during the twelve month period ended December 31, 2005 is fairly stated, in all material respects. /s/ Ernst & Young LLP --------------------- March 10, 2006 CENTEX HOME EQUITY 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 Centex Home Equity Company, LLC and Subsidiaries and CTX Mortgage Funding, LLC (collectively, the Companies), are responsible for complying with the minimum servicing standards in Attachment A ("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 the Companies' compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2005 and for the twelve month period then ended. Based on this evaluation, we assert that during the twelve month period ended December 31, 2005, the Companies complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, the Companies had in effect a fidelity bond (crime) policy in the amount of $25,000,000 and an errors and omissions policy in the amount of $6,000,000. By: /s/ Jay Bray ------------------------ Jay Bray Executive Vice President - Chief Financial Officer By: /s/ Jerry Berrens ------------------------ Jerry Berrens Vice President - Controller March 10, 2006 -9- EXHIBIT 99.3 Annual Statement as to Compliance ---------------- ANNUAL STATEMENT AS TO COMPLIANCE As of and for the calendar year ended December 31, 2005, pursuant to Section 8.16 of the Pooling and Servicing Agreement, the undersigned on behalf of Centex Home Equity Company, LLC has performed the reviews of the activities of the Servicer during such calendar year and of performance under the Pooling and Servicing Agreement, for Centex Home Equity Loan Trust 2005-D under my supervision. To the best of my knowledge, based on such review, the Servicer has fulfilled all obligations under the Pooling and Servicing Agreement for the calendar year above referenced. By: /s/ Robert Frye ----------------------- Robert Frye Executive Vice President -10-