10-K 1 nym05003_10k-2005.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, 2005 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-127912-01 New York Mortgage Trust Mortgage-Backed Notes Series 2005-3 (Exact name of registrant as specified in its charter) New York N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 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 ___ No X The registrant has not been subject to filing requirements for the past 90 days as the closing date for the transaction was December 20, 2005 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See Definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One): Large Accelerated Filer ___ Accelerated Filer ___ Non-Accelerated Filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. 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. Not applicable. Item 1A. Risk Factors. Not applicable. Item 1B. Unresolved Staff Comments. Not applicable. Item 2. Properties. Not applicable. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Servicer or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 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, 2005, the total number of holders of record for the Series of Certificates is 10. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not applicable. Item 9B. Other Information. None. PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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) Cenlar FSB, as Sub-Servicer for New York Mtg.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards. a) Cenlar FSB, as Sub-Servicer for New York Mtg.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements. a) New York Mtg., as Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. Not applicable (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: New York Mortgage Trust Mortgage-Backed Notes Series 2005-3 (Registrant) Signed: Wells Fargo Bank, N.A. as Master Servicer By: Jacquelyn Kimball, Vice President By: /s/ Jacquelyn Kimball, Vice President Dated: 3/29/06 Exhibit Index Exhibit No. Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification I, Jacquelyn Kimball, 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 New York Mortgage Trust Mortgage-Backed Notes, Series 2005-3 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: New York Mtg. as Servicer. Date: 3/29/06 /s/ Jacquelyn Kimball Signature Vice President Title EX-99.1 (logo)KPMG KPMG LLP New Jersey Headquarters 150 John F. Kennedy Parkway Short Hills, NJ 07078 Independent Accountants' Report The Board of Directors Cenlar FSB: We have examined management's assertion, included in the accompanying Management Assertion, that Cenlar FSB (a wholly-owned subsidiary of Cenlar Capital Corporation) and subsidiaries (Cenlar) complied 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, 2005. Management is responsible for Cenlar's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Cenlar'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 Cenlar'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 Cenlar's compliance with the minimum servicing standards. In our opinion, management's assertion that Cenlar complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/ KPMG LLP February 17, 2006 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.2 (logo) CENLAR CENTRAL LOAN ADMINISTRATION & REPORTING February 17, 2006 Management Assertion As of and for the year ended December 31, 2005, Cenlar FSB 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, Cenlar FSB had in effect a fidelity bond in the amount of $55,000,000 and errors and omissions policy in the amount of $35,000,000. /s/ Michael W. Young Michael W. Young Chief Executive Officer /s/ Gregory S. Tornquist Gregory S. Tornquist Chief Financial Officer /s/ Steve W. Gozdan Steve W. Gozdan Chief Operating Officer PO Box 77400 * Ewing, NJ 08628 * 609-883-3900 EX-99.3 (logo) NYMT NEW YORK MORTGAGE TRUST SERVICER CERTIFICATION TO MASTER SERVICER Pursuant to Sections 5.03 and 5.04 of the Servicing Agreement among Wells Fargo Bank, N.A., as Master Servicer, New York Mortgage Funding, LLC, as Seller, and New York Mortgage Funding, LLC, as Servicer, dated as of December 1, 2005 (the "Servicing Agreement"), I, Michael I. Wirth, Secretary of New York Mortgage Funding, LLC, certify to Wells Fargo Bank, N.A., and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, as follows: With respect to Section 5.03 of the Servicing Agreement: (i) a review of the activities of the Servicer during such preceeding fiscal year and of performance under this Agreement has been made under my supervision, and (ii) to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year; With respect to Section 5.04 of the Servicing Agreement: (i) Based on my knowledge, the information in the annual statement of compliance furnished pursuant to Section 5.03 of the Servicing Agreement, the annual independent public accountant's servicing report furnished pursuant to Section 5.02 and all servicing reports, officer's certificates and other information relating to the servicing of the Securitized Loans submitted to the Master Servicer taken as a whole, odes not contain any untrue statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Master Servicer by the Servicer under this Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Servicer under the Agreement and based upon the review required by the Agreement, and except as disclosed in the annual statement of compliance, the annual independent public accountant's servicing report and all serviing reports, officer's certificates and other information relating to the serviceing of the Securitized Loans submitted to the Master Servicer, the Servicer has, as of the date of this certification fulfilled its obligations under the Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Servicer's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement. 1301 Avenue of the Americas * New York, New York 10019 * 212-634-9400 * Fax 212-655-6269 (PAGE) IN WITNESS WHEREOF, the undersigned has caused this Officer's Certificate to be duly executed as of March 1, 2006. NEW YORK MORTGAGE FUNDING, LLC By: /s/Michael I. Wirth Michael I. Wirth Secretary 1301 Avenue of the Americas * New York, New York 10019 * 212-634-9400 * Fax 212-655-6269 EX-99.4 No distributions to Certificateholders were made during the fiscal period covered by this report