UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "ACT")
For the fiscal year ended December 31, 1999
Commission File Number: 33-5042
GE CAPITAL MORTGAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 21-0627285
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Executive Campus
Cherry Hill, New Jersey 08002
----------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 661-6100
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 Act 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___
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: None
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 100 shares of common stock, par
value $2,000.00 per share, outstanding as of March 24, 2000.
DOCUMENTS INCORPORATED BY REFERENCE:
THE REGISTRANT'S CURRENT REPORTS ON FORM 8-K REFERRED
TO IN RESPONSE TO PART I, ITEM 2 HEREOF.
<PAGE>
GE CAPITAL MORTGAGE SERVICES, INC.
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 3
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 3
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures About Market 10
Risk
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 11
PART III
Item 10. Directors and Executive Officers of the Registrant 11
Item 11. Executive Compensation 11
Item 12. Security Ownership of Certain Beneficial Owners and
Management 11
Item 13. Certain Relationships and Related Transactions 70
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports 70
on Form 8-K
Supplemental Information 72
SIGNATURES 73
INDEX TO EXHIBITS 74
<PAGE>
This Form 10-K of GE Capital Mortgage Services, Inc. (the "Company") includes
the information required to be set forth herein pursuant to the Amended
Application for Exemptive Order dated December 1, 1986 (the "Exemptive Order"),
filed by the Company (formerly Travelers Mortgage Services, Inc.), which
Exemptive Order was granted by the Securities and Exchange Commission on January
15, 1987.
PART I
Item 1. Business
- ------- --------
Pursuant to the Exemptive Order, the Company is not required to provide any
other information under Item 1.
Item 2. Properties
- ------- ----------
The information set forth in the Current Reports on Form 8-K dated January 25,
1999, February 25, 1999, March 25, 1999, April 26, 1999, May 25, 1999, June 25,
1999, July 26, 1999, August 25, 1999, September 27, 1999, October 25, 1999,
November 25, 1999 and December 27, 1999 is incorporated herein by reference. See
also the Servicer's Annual Statements as to Compliance that are filed as
Exhibits 99.1 through 99.22 under Part IV, Item 14(a) hereof.
Item 3. Legal Proceedings
- ------- -----------------
In the case captioned Bigelow v. GE Capital Mortgage Services, Inc., filed in
the U.S.D.C. Eastern District of California Fresno Branch (Coyle, J.) on October
22, 1999, the plaintiff seeks to represent a nationwide class of borrowers whose
loans were originated or serviced by the Company where the borrowers have filed
for bankruptcy. The complaint alleges violation of Bankruptcy Code provisions
concerning attempts to collect non-reaffirmed debt.
The suit is one of at least six similar cases against various large mortgage
servicing companies, all of which are filed in California. The lawsuit seeks an
order declaring that the mortgage loans made to the plaintiffs and other class
members are void and unenforceable. The lawsuit also seeks damages for the
plaintiff and other class members, together with costs, interest, attorneys'
fees and other relief.
Although there can be no assurance as to the ultimate outcome of this lawsuit,
the Company has denied any liability, is vigorously defending this lawsuit and
believes that final resolution thereof will not have a material adverse effect
on the financial position of the Company or on the mortgage loans subject to the
litigation.
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
- ------- ---------------------------------------------------------------------
There is no established public trading market for the Company's publicly issued
Multi-Class Pass-Through Certificates (the "Certificates").
As of December 31, 1999, the number of holders of record of Certificates was as
follows:
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1999-1 Class A1 3
Series 1999-1 Class A2 6
Series 1999-1 Class A3 3
Series 1999-1 Class A4 14
Series 1999-1 Class A5 13
Series 1999-1 Class A6 11
Series 1999-1 Class A7 7
Series 1999-1 Class A8 3
Series 1999-1 Class A9 1
Series 1999-1 Class A10 3
Series 1999-1 Class A11 5
Series 1999-1 Class A12 8
Series 1999-1 Class A13 2
Series 1999-1 Class A14 5
Series 1999-1 Class A15 5
Series 1999-1 Class B1 1
Series 1999-1 Class B2 1
Series 1999-1 Class M 1
Series 1999-1 Class R 1
Series 1999-2 Class A1 3
Series 1999-2 Class A2 1
Series 1999-2 Class A3 2
Series 1999-2 Class A4 1
Series 1999-2 Class B1 1
Series 1999-2 Class B2 1
Series 1999-2 Class M 1
Series 1999-2 Class R 1
Series 1999-3 Class A1 4
Series 1999-3 Class A2 6
Series 1999-3 Class A3 1
Series 1999-3 Class A4 1
Series 1999-3 Class A5 2
Series 1999-3 Class A6 4
Series 1999-3 Class A7 3
Series 1999-3 Class A8 1
Series 1999-3 Class A9 2
Series 1999-3 Class A10 1
Series 1999-3 Class A11 1
Series 1999-3 Class A12 3
Series 1999-3 Class A13 3
Series 1999-3 Class A14 2
Series 1999-3 Class A15 3
Series 1999-3 Class A16 1
Series 1999-3 Class A17 1
Series 1999-3 Class A18 1
Series 1999-3 Class B1 1
Series 1999-3 Class B2 1
Series 1999-3 Class M1 5
Series 1999-3 Class R 1
Series 1999-4 Class A1 8
Series 1999-4 Class A2 3
Series 1999-4 Class A3 7
Series 1999-4 Class A4 1
Series 1999-4 Class B1 1
Series 1999-4 Class B2 1
Series 1999-4 Class M 1
Series 1999-4 Class R 1
Series 1999-5 Class A1 1
Series 1999-5 Class A2 4
Series 1999-5 Class A3 7
Series 1999-5 Class A4 17
Series 1999-5 Class A5 3
Series 1999-5 Class A6 11
Series 1999-5 Class A7 14
Series 1999-5 Class A8 6
Series 1999-5 Class A9 2
Series 1999-5 Class A10 4
Series 1999-5 Class A11 3
Series 1999-5 Class A12 10
Series 1999-5 Class A13 21
Series 1999-5 Class A14 14
Series 1999-5 Class A15 5
Series 1999-5 Class A16 13
Series 1999-5 Class A17 1
Series 1999-5 Class A18 9
Series 1999-5 Class A19 9
Series 1999-5 Class A20 7
Series 1999-5 Class A21 5
Series 1999-5 Class A22 2
Series 1999-5 Class A23 18
Series 1999-5 Class A24 1
Series 1999-5 Class A25 1
Series 1999-5 Class A26 15
Series 1999-5 Class A27 1
Series 1999-5 Class A28 1
Series 1999-5 Class A29 8
Series 1999-5 Class B1 1
Series 1999-5 Class B2 2
Series 1999-5 Class M 1
Series 1999-5 Class R 1
Series 1999-6 Class 1-A1 1
Series 1999-6 Class 1-A2 10
Series 1999-6 Class 1-A3 2
Series 1999-6 Class 1-A4 6
Series 1999-6 Class 1-A5 1
Series 1999-6 Class 1-A6 0
Series 1999-6 Class 1-A7 6
Series 1999-6 Class 1-A8 16
Series 1999-6 Class 1-A9 6
Series 1999-6 Class 1-A10 9
Series 1999-6 Class 1-A11 1
Series 1999-6 Class 1-A12 1
Series 1999-6 Class 2-A1 7
Series 1999-6 Class 2-A2 1
Series 1999-6 Class 2-A3 10
Series 1999-6 Class 2-A4 1
Series 1999-6 Class 2-A5 2
Series 1999-6 Class 2-AB 1
Series 1999-6 Class B1 1
Series 1999-6 Class B2 1
Series 1999-6 Class M1 1
Series 1999-6 Class R-RL 1
Series 1999-9 Class 1-A1 1
Series 1999-9 Class 1-A2 1
Series 1999-9 Class 1-A3 10
Series 1999-9 Class 1-A4 1
Series 1999-9 Class 1-A5 0
Series 1999-9 Class 1-A6 1
Series 1999-9 Class 1-A7 1
Series 1999-9 Class 1-A8 3
Series 1999-9 Class 1-A9 8
Series 1999-9 Class 2-A1 2
Series 1999-9 Class 2-A2 4
Series 1999-9 Class 2-A3 2
Series 1999-9 Class 2-A4 3
Series 1999-9 Class 2-A5 1
Series 1999-9 Class 2-A6 1
Series 1999-9 Class 2-A7 2
Series 1999-9 Class 2-A8 1
Series 1999-9 Class 2-A9 4
Series 1999-9 Class B1 1
Series 1999-9 Class B2 1
Series 1999-9 Class M 1
Series 1999-9 Class R 1
Series 1999-9 Class RL 1
Series 1999-10 Class A1 2
Series 1999-10 Class A2 1
Series 1999-10 Class A3 3
Series 1999-10 Class B1 1
Series 1999-10 Class B2 1
Series 1999-10 Class M 1
Series 1999-10 Class R 1
Series 1999-11 Class A1 2
Series 1999-11 Class A2 4
Series 1999-11 Class A3 5
Series 1999-11 Class A4 1
Series 1999-11 Class A5 1
Series 1999-11 Class A6 1
Series 1999-11 Class A7 4
Series 1999-11 Class A8 15
Series 1999-11 Class A9 1
Series 1999-11 Class A10 14
Series 1999-11 Class A11 10
Series 1999-11 Class A12 7
Series 1999-11 Class A13 1
Series 1999-11 Class A14 1
Series 1999-11 Class A15 0
Series 1999-11 Class A16 0
Series 1999-11 Class A17 5
Series 1999-11 Class A18 24
Series 1999-11 Class A19 16
Series 1999-11 Class A20 1
Series 1999-11 Class A21 4
Series 1999-11 Class A22 1
Series 1999-11 Class B1 1
Series 1999-11 Class B2 1
Series 1999-11 Class M 1
Series 1999-11 Class R 1
Series 1999-11 Class RL 1
Series 1999-12 Class A1 1
Series 1999-12 Class A2 2
Series 1999-12 Class A3 1
Series 1999-12 Class B1 1
Series 1999-12 Class B2 1
Series 1999-12 Class M 1
Series 1999-12 Class R 1
Series 1999-13 Class A1 2
Series 1999-13 Class A2 2
Series 1999-13 Class A3 1
Series 1999-13 Class A4 1
Series 1999-13 Class A5 2
Series 1999-13 Class A6 4
Series 1999-13 Class A7 5
Series 1999-13 Class A8 1
Series 1999-13 Class A9 1
Series 1999-13 Class A10 1
Series 1999-13 Class A11 1
Series 1999-13 Class A12 1
Series 1999-13 Class A13 11
Series 1999-13 Class A14 1
Series 1999-13 Class A15 13
Series 1999-13 Class A16 5
Series 1999-13 Class A17 2
Series 1999-13 Class B1 1
Series 1999-13 Class B2 1
Series 1999-13 Class M 1
Series 1999-13 Class R 1
Series 1999-14 Class A1 1
Series 1999-14 Class A2 1
Series 1999-14 Class A3 1
Series 1999-14 Class A4 1
Series 1999-14 Class A5 1
Series 1999-14 Class A6 2
Series 1999-14 Class A7 1
Series 1999-14 Class A8 6
Series 1999-14 Class A9 1
Series 1999-14 Class B1 1
Series 1999-14 Class B2 1
Series 1999-14 Class M 1
Series 1999-14 Class R 1
Series 1999-15 Class A1 3
Series 1999-15 Class A2 2
Series 1999-15 Class A3 1
Series 1999-15 Class A4 7
Series 1999-15 Class A5 1
Series 1999-15 Class A6 1
Series 1999-15 Class A7 1
Series 1999-15 Class A8 1
Series 1999-15 Class A9 2
Series 1999-15 Class A10 1
Series 1999-15 Class A11 3
Series 1999-15 Class A12 2
Series 1999-15 Class A13 1
Series 1999-15 Class A14 1
Series 1999-15 Class A15 4
Series 1999-15 Class A16 7
Series 1999-15 Class A17 6
Series 1999-15 Class A18 3
Series 1999-15 Class A19 15
Series 1999-15 Class A20 4
Series 1999-15 Class A21 9
Series 1999-15 Class A22 2
Series 1999-15 Class A23 5
Series 1999-15 Class A24 1
Series 1999-15 Class A25 2
Series 1999-15 Class A26 1
Series 1999-15 Class A27 1
Series 1999-15 Class A28 1
Series 1999-15 Class 2-A1 1
Series 1999-15 Class 2-A2 7
Series 1999-15 Class 2-A3 1
Series 1999-15 Class 2-A4 7
Series 1999-15 Class 2-A5 2
Series 1999-15 Class B1 1
Series 1999-15 Class B2 1
Series 1999-15 Class M 1
Series 1999-15 Class R 1
Series 1999-16 Class A1 4
Series 1999-16 Class B1 1
Series 1999-16 Class B2 1
Series 1999-16 Class M 1
Series 1999-16 Class R 1
Series 1999-17 Class A1 3
Series 1999-17 Class A2 1
Series 1999-17 Class A3 8
Series 1999-17 Class A4 6
Series 1999-17 Class A5 5
Series 1999-17 Class A6 1
Series 1999-17 Class A7 2
Series 1999-17 Class A8 1
Series 1999-17 Class A9 3
Series 1999-17 Class A10 8
Series 1999-17 Class A11 1
Series 1999-17 Class A12 2
Series 1999-17 Class B1 1
Series 1999-17 Class B2 1
Series 1999-17 Class M 1
Series 1999-17 Class R 1
Series 1999-18 Class A1 1
Series 1999-18 Class A2 1
Series 1999-18 Class A3 1
Series 1999-18 Class A4 1
Series 1999-18 Class A5 3
Series 1999-18 Class A6 2
Series 1999-18 Class A7 1
Series 1999-18 Class A8 2
Series 1999-18 Class A9 3
Series 1999-18 Class A10 1
Series 1999-18 Class A11 1
Series 1999-18 Class A12 13
Series 1999-18 Class A13 2
Series 1999-18 Class B1 1
Series 1999-18 Class B2 1
Series 1999-18 Class M 1
Series 1999-18 Class R 1
Series 1999-18 Class RL 1
Series 1999-19 Class A 1
Series 1999-19 Class B1 1
Series 1999-19 Class B2 1
Series 1999-19 Class M 1
Series 1999-19 Class R 1
Series 1999-20 Class A1 3
Series 1999-20 Class A2 1
Series 1999-20 Class A3 2
Series 1999-20 Class A4 1
Series 1999-20 Class A5 3
Series 1999-20 Class A6 1
Series 1999-20 Class A7 2
Series 1999-20 Class A8 1
Series 1999-20 Class A9 1
Series 1999-20 Class A10 6
Series 1999-20 Class A11 5
Series 1999-20 Class A12 2
Series 1999-20 Class A13 6
Series 1999-20 Class A14 2
Series 1999-20 Class A15 5
Series 1999-20 Class A16 10
Series 1999-20 Class A17 3
Series 1999-20 Class A18 2
Series 1999-20 Class A19 5
Series 1999-20 Class B1 1
Series 1999-20 Class B2 1
Series 1999-20 Class M 1
Series 1999-20 Class R 1
Series 1999-21 Class A 10
Series 1999-21 Class B1 1
Series 1999-21 Class B2 1
Series 1999-21 Class M 1
Series 1999-21 Class R 1
Series 1999-HE1 Class A1 26
Series 1999-HE1 Class A2 14
Series 1999-HE1 Class A3 16
Series 1999-HE1 Class A4 7
Series 1999-HE1 Class A5 16
Series 1999-HE1 Class A6 3
Series 1999-HE1 Class A7 7
Series 1999-HE1 Class B1 2
Series 1999-HE1 Class B2 5
Series 1999-HE1 Class M 4
Series 1999-HE1 Class R1 1
Series 1999-HE1 Class R2 1
Series 1999-HE2 Class A1 7
Series 1999-HE2 Class A2 7
Series 1999-HE2 Class A3 3
Series 1999-HE2 Class A4 31
Series 1999-HE2 Class A5 3
Series 1999-HE2 Class A6 1
Series 1999-HE2 Class B1 1
Series 1999-HE2 Class B2 1
Series 1999-HE2 Class M 2
Series 1999-HE2 Class R1 1
Series 1999-HE2 Class R2 1
Pursuant to the Exemptive Order, the Company is not required to provide any
other information under Item 5.
Item 6. Selected Financial Data
- ------- -----------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
- ------ ---------------------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------- ----------------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
See the Servicer's Annual Statements as to Compliance that are filed as Exhibits
99.1 through 99.22 under Part IV, Item 14(a) hereof; see also reports concerning
the Registrant's servicing activities, dated January 28, 2000, prepared by the
Registrant's independent certified public accountants, filed as Exhibit 99.23
(relating to the portion of the mortgage loans in the Registrant's Servicing
Portfolio, as defined below, comprised of mortgage loans other than home equity
mortgage loans for which Registrant is primary servicer), Exhibit 99.24
(relating to the home equity loan portion of the Registrant's Servicing
Portfolio for which Registrant is primary servicer) and Exhibit 99.25 (relating
to the portion of mortgage loans in Registrant's Servicing Portfolio for which
Registrant is master servicer) under Part IV, Item 14(a) hereof. Insofar as a
portion of the mortgage loans covered by the report filed by the Company as
Exhibit 99.25 are also directly serviced by the Company, such mortgage loans are
also covered by the report filed as Exhibit 99.24. "Registrant's Servicing
Portfolio" includes, but is not limited to, mortgage loans in Series with
respect to which this Annual Report on Form 10-K is filed.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
- ------- ---------------------------------------------------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 11. Executive Compensation
- -------- ----------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
(a) Set forth below is certain information with respect to each holder of record
of more than five percent (5%) of the fractional undivided interests in a
Mortgage Pool evidenced by a Class of a Series of Certificates publicly-offered
during1999, as of December 31, 1999.
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1999-1 Class A1 The Bank of New York 1 63
925 Patterson Plank Road
Secaucus, NJ 07094
Fleet National Bank 1 7
Fleet Services Corp.
2nd Floor NYROT02B
Rochester, NY 14638
LaSalle National Bank 1 30
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-1 Class A2 Bankers Trust Company 1 55
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Broker & 1 17
Dealer Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Citibank, N.A. 1 9
P.O. Box 30576
Tampa, FL 33630-3576
Investors Bank & Trust 1 9
200 Clarendon Street, 15th Floor
Hancock Tower
Boston, MA 02116
Mellon Bank/Safekeeping 1 5
One Mellon Bank Center
4th Floor 151-0440
Pitsburgh, PA 15258
Morgan Stanley & Co. Incorporated 1 5
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1999-1 Class A3 Salomon Smith Barney, Inc. 1 95
333 W. 34th Street
New York, NY 10001
Series 1999-1 Class A4 A.G. Edwards & Sons, Inc. 1 56
125 Broad Street, 40th Floor
New York, NY 10004
Salomon Smith Barney, Inc. 1 22
333 W. 34th Street
New York, NY 10001
Stifel, Nicolaus & Company 1 6
Incorporated
500 N. Broadway
St. Louis, MO 63102
Series 1999-1 Class A5 Donaldson, Lufkin and Jenrette 1 11
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Firstar Bank N.A. 1 13
425 Walnut Street, Location
CN-WM-06CT
Cincinnati, OH 45201
National Financial Services 1 10
Corporation
200 Liberty Street
New York, NY 10281
Raymond, James & Associates, Inc. 1 17
880 Carilton Parkway
P.O. Box 12749
St. Petersburg, FL 33733
Salomon Smith Barney, Inc. 1 34
333 W. 34th Street
New York, NY 10001
Series 1999-1 Class A6 Donaldson, Lufkin and Jenrette 1 5
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
First Clearing Corporation 1 13
10700 North Park Drive
Glen Allen, VA 23060
McDonald Investments Inc. 1 30
800 Superior Avenue
Cleveland, OH 44114
Salomon Smith Barney, Inc. 1 47
333 W. 34th Street
New York, NY 10001
Series 1999-1 Class A7 Bear, Stearns Securities Corp. 1 15
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Donaldson, Lufkin and Jenrette 1 15
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Geoge K. Baum & Company 1 7
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Legg Mason Wood Walker, Inc. 1 22
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
Paine Webber Incorporated 1 38
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1999-1 Class A8 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-1 Class A9 First Union National Bank 1 100
1525 West W. T., Harris
Boulevard 3A4
Charlotte, NC 28288
Series 1999-1 Class A10 The Northern Trust Company 1 21
801 S. Canal C-IN
Chicago, IL 60607
Salomon Smith Barney, Inc. 1 77
333 W. 34th Street
New York, NY 10001
Series 1999-1 Class A11 Salomon Smith Barney, Inc. 1 97
333 W. 34th Street
New York, NY 10001
Series 1999-1 Class A12 Prudential Securities Corporation 1 97
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-1 Class A13 BT Alexander Brown Incorporated 1 100
Proxy Department, P.O. Box 1776
Baltimore, MD 21203
Series 1999-1 Class A14 First Clearing Corporation 1 25
10700 North Park Drive
Glen Allen, VA 23060
J.J.B. Hilliard, W.L. Lyons, Inc. 1 38
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
National Financial Services 1 30
Corporation
200 Liberty Street
New York, NY 10281
Salomon Smith Barney, Inc. 1 5
333 W. 34th Street
New York, NY 10001
Series 1999-1 Class A15 Donaldson, Lufkin and Jenrette 1 10
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Legg Mason Wood Walker, Inc. 1 78
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
Stone & Youngberg 1 11
50 California Street, 35th Floor
San Francisco, CA 94111
Series 1999-1 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-1 Class B2 The Bank of New York 1 26
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-1 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-1 Class R Merrill Lynch, Pierce, Fenner & 1 100
Smith, Inc.
250 Vesy Street
New York, NY 10281
Series 1999-2 Class A1 Bankers Trust Company 1 37
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Citibank, N.A. 1 62
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-2 Class A2 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-2 Class A3 The Bank of New York 1 82
925 Patterson Plank Road
Secaucus, NJ 07094
Citibank, N.A. 1 18
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-2 Class A4 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-2 Class B1 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-2 Class B2 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-2 Class M Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-2 Class R First Union National Bank of 1 100
North Carolina
8739 Research Drive
Charlotte, NC 28262
Series 1999-3 Class A1 Bankers Trust Company 1 85
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
SSB - Trust Custody 1 11
225 Franklin Street, M4
Boston, MA 02110
Series 1999-3 Class A2 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Dean Witter Reynolds, Inc. 1 92
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-3 Class A3 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-3 Class A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-3 Class A5 Chase Manhattan Bank/Broker & 1 80
Dealer Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Merrill Lynch, Pierce, Fenner 1 20
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1999-3 Class A6 Salomon Smith Barney, Inc. 1 98
333 W. 34th Street
New York, NY 10001
Series 1999-3 Class A7 Salomon Smith Barney, Inc. 1 98
333 W. 34th Street
New York, NY 10001
Series 1999-3 Class A8 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-3 Class A9 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-3 Class A10 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-3 Class A11 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-3 Class A12 Salomon Smith Barney, Inc. 1 97
333 W. 34th Street
New York, NY 10001
Series 1999-3 Class A13 Salomon Smith Barney, Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1999-3 Class A14 Salomon Smith Barney, Inc. 1 98
333 W. 34th Street
New York, NY 10001
Series 1999-3 Class A15 Bankers Trust Company 1 8
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 87
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 6
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-3 Class A16 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-3 Class A17 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-3 Class A18 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-3 Class B1 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-3 Class B2 Firstar Bank N.A. 1 100
425 Walnut Street
Location CN-WM-06CT
Cincinnati, OH 45201
Series 1999-3 Class M1 The Bank of New York 1 32
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 22
4 New York Plaza, 13th Floor
New York, NY 10004
PNC Bank, National Association 1 22
1600 Market Street, 29th Floor
Philadelphia, PA 19103
State Street Bank and Trust 1 22
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-3 Class R NMC Residual Ownership, L.L.C. 1 100
6400 S. Fiddler's Green Circle
Suite 1200
Englewood, CO 80111
Series 1999-4 Class A1 The Bank of New York 1 9
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 35
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 8
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 32
P.O. Box 30576
Tampa, FL 33630-3576
First Union National Bank 1 5
1525 West W. T., Harris
Boulevard 3A4
Charlotte, NC 28288
Mercantile Bank National 1 9
Association Bond Portfolio
P.O. Box 349
St. Louis, MO 63166
Series 1999-4 Class A2 The Bank of New York 1 31
925 Patterson Plank Road
Secaucus, NJ 07094
Mercantile Bank National 1 31
Association Bond Department
P.O. Box 349
St. Louis, MO 63166
Mercantile Bank National 1 37
Association Bond Portfolio
P.O. Box 349
St. Louis, MO 63166
Series 1999-4 Class A3 American National Bank & Trust 1 9
Company of Chicago Safekeeping
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Chase Manhattan Bank 1 7
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank 1 5
Correspondence Clearing Services
4 New York Plaza
New York, NY 10004
First Union National Bank 1 9
1525 West W. T., Harris
Boulevard 3A4
Charlotte, NC 28288
PNC Bank, N.A./Pittsburgh 1 66
One PNC Plaza, 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707
Series 1999-4 Class A4 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-4 Class B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-4 Class B2 Boston Safe Deposit and Trust 1 100
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1999-4 Class M Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-4 Class R TFinn Co. 1 100
c/o Chase Manhattan Bank
Dept. 6583 - Outsourcing Services
P.O. Box 50000
Newark, NJ 07101
Series 1999-5 Class A1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-5 Class A2 The Bank of New York 1 23
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 44
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 31
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-5 Class A3 Morgan, Keegan & Company, Inc. 1 10
50 North Front Street
Memphis, TN 38103
Salomon Smith Barney, Inc. 1 81
333 W. 34th Street
New York, NY 10001
Series 1999-5 Class A4 David Lerner Associates, Inc. 1 6
477 Jericho Turnpike
Syosset, NY 11791
Dain Rauscher Incorporated 1 24
312 South 3rd Street
Minneapolis, MN 55415-1099
M.L. Stern & Co., LLC 1 18
8350 Wilshire Boulevard, 3rd Floor
Beverly Hills, CA 90211
Salomon Smith Barney, Inc. 1 22
333 W. 34th Street
New York, NY 10001
Stifel, Nicolaus & Company 1 6
Incorporated
500 N. Broadway
St. Louis, MO 63102
Series 1999-5 Class A5 First Clearing Corporation 1 5
10700 North Park Drive
Glen Allen, VA 23060
Salomon Smith Barney, Inc. 1 94
333 W. 34th Street
New York, NY 10001
Series 1999-5 Class A6 The Bank of New York 1 13
925 Patterson Plank Road
Secaucus, NJ 07094
First Clearing Corporation 1 30
10700 North Park Drive
Glen Allen, VA 23060
J.J.B. Hilliard, W.L. Lyons, Inc. 1 22
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Raymond, James & Associates, Inc. 1 24
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 33733
Series 1999-5 Class A7 Donaldson, Lufkin and Jenrette 1 39
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Ferris, Baker Watts, Incorporated 1 19
8403 Colesville Road
Silver Spring, MD 20910
J.J.B. Hilliard, W.L. Lyons, Inc. 1 11
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
M.L. Stern & Co., LLC 1 12
8350 Wilshire Boulevard, 3rd Floor
Beverly Hills, Ca 90211
Series 1999-5 Class A8 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 21
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank One, Oklahoma, N.A. 1 11
100 N. Broadway, 6th Floor -
Safekeeping
Oklahoma City, OK 73102
Chase Manhattan Bank 1 47
4 New York Plaza, 13th Floor
New York, NY 10004
Prudential Securities Incorporated 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Wilmington Trust Company 1 11
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Series 1999-5 Class A9 Salomon Smith Barney, Inc. 1 97
333 W. 34th Street
New York, NY 10001
Series 1999-5 Class A10 Salomon Smith Barney, Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1999-5 Class A11 The Bank of New York 1 6
925 Patterson Plank Road
Secaucus, NJ 07094
Salomon Smith Barney, Inc. 1 92
333 W. 34th Street
New York, NY 10001
Series 1999-5 Class A12 Dain Rauscher Incorporated 1 39
312 South 3rd Street
Minneapolis, MN 55415-1099
First Clearing Corporation 1 6
10700 North Park Drive
Glen Allen, VA 23060
J.J.B. Hilliard, W.L. Lyons, Inc. 1 43
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Robert W. Baird & Co. Incorporated 1 9
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Series 1999-5 Class A13 First Clearing Corporation 1 27
10700 North Park Drive
Glen Allen, VA 23060
Morgan, Keegan & Company, Inc. 1 6
50 North Front Street
Memphis, TN 38103
Prudential Securities Corporation 1 43
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Southwest Securities, Inc. 1 6
c/o ADP Proxy Services
51 Mercedes Way
Englewood, NY 11717
Series 1999-5 Class A14 Dain Rauscher Incorporated 1 30
312 South 3rd Street
Minneapolis, MN 55415-1099
Donaldson, Lufkin and Jenrette 1 6
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Southwest Securities, Inc. 1 13
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Stifel, Nicholaus & Company 1 31
Incorporated
500 N. Broadway
St. Louis, MO 63102
Series 1999-5 Class A15 BNY Clearing Services LLC 1 76
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Commerica Bank 1 15
Cap. Chg./Proxy 7CBB/MC 3530
Detroit, MI 48275-3530
A.G. Edwards & Sons, Inc. 1 5
125 Broad Street, 40th Floor
New York, NY 10004
Series 1999-5 Class A16 Fahnestock & Co., Inc. 1 5
125 Broad Street
New York, NY 10004
Lewco Securities Corp. 1 5
34 Exchange Place Plaza, 4th Floor
Jersey City, NJ 07311-3988
Mercantile Bank, National 1 60
Association
1 Mercentile Tower, P.O. Box 387
Tram 17-1
St. Louis, MO 63166-0387
Raymond, James & Associates, Inc. 1 11
880 Carilion Parkway, P.O. Box 12749
St. Petersburg, FL 33733
Stephens, Inc. 1 6
111 Center Street
Little Rock, AR 72201
Series 1999-5 Class A17 Boston Safe Deposit and Trust 1 100
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1999-5 Class A18 First Clearing Corporation 1 14
10700 North Park Drive
Glen Allen, VA 23060
J.J.B. Hilliard, W.L. Lyons, Inc. 1 11
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
McDonald Investments Inc. 1 23
800 Superior Avenue
Cleveland, OH 44114
Paine Webber Incorporated 1 6
1000 Harbor Boulevard
Weehawken, NJ 07087
Prudential Securities Corporation 1 41
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-5 Class A19 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Bear, Stearns Securities Corp. 1 19
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Donaldson, Lufkin and Jenrette 1 19
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Geoge K. Baum & Company 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott, Inc. 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Paine Webber Incorporated 1 42
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1999-5 Class A20 Bear Stearns Securities Corp. 1 17
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
BT Alex, Brown Incorporated 1 47
Proxy Department, P.O. Box 1776
Baltimore, MD 21203
Legg Mason Wood Walker, Inc. 1 25
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
PaineWebber, Inc. 1 7
1000 Harbor Boulevard
8th Floor, MBS and P&I
Weehawken, NJ 07087
Series 1999-5 Class A21 PaineWebber, Inc. 1 6
1000 Harbor Boulevard
8th Floor, MBS and P&I
Weehawken, NJ 07087
Prudential Securities Incorporated 1 90
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-5 Class A22 Prudential Securities Incorporated 1 97
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-5 Class A23 Fiserv Securities, Inc. 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
First Clearing Corporation 1 35
10700 North Park Drive
Glen Allen, VA 23060
J.J.B. Hilliard, W.L. Lyons, Inc. 1 15
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott Inc. 1 10
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
McDonald Investments Inc. 1 8
800 Superior Avenue
Cleveland, OH 44114
National Financial Services 1 8
Corporation
200 Liberty Street
New York, NY 10281
Series 1999-5 Class A24 Chase Manhattan Bank/Broker and 1 100
Dealer Clearance Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1999-5 Class A25 Banc of America Securities LLC 1 100
200 North College Street, 3rd Floor
Charlotte, NC 28255
Series 1999-5 Class A26 Chase Manhattan Bank 1 22
4 New York Plaza, 13th Floor
New York, NY 10004
A.G. Edwards & Sons, Inc. 1 33
125 Broad Street, 40th Floor
New York, NY 10004
J.J.B. Hilliard, W.L. Lyons, Inc. 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Salomon Smith Barney, Inc. 1 33
333 W. 34th Street
New York, NY 10001
Series 1999-5 Class A27 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-5 Class A28 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-5 Class A29 Bankers Trust Company 1 12
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 8
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 30
801 S. Canal C-IN
Chicago, IL 60607
PNC Bank, National Association 1 13
1600 Market Street, 29th Floor
Philadelphia, PA 19103
State Street Bank and Trust 1 31
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-5 Class B1 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-5 Class B2 Bear, Stearns Securities Corp. 1 63
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Boston Safe Deposit and Trust 1 38
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1999-5 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-5 Class R PaineWebber, Inc. 1 100
1000 Harbor Boulevard
8th Floor, MBS and P&I
Weehawken, NJ 07087
Series 1999-6 Class 1-A1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-6 Class 1-A2 American Express Trust Company 1 5
180 East 5th Street
St. Paul, MN 55440
Bankers Trust Company 1 33
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust 1 7
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank Trust Co. 1 7
of California
4 New York Plaza, Proxy Department, 13th Floor
New York, NY 10004
Citibank, N.A. 1 16
P.O. Box 30576
Tampa, FL 33630-3576
The Northern Trust Company 1 22
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust 1 5
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-6 Class 1-A3 Compass Bank - ALFA 1 88
15 South 20th Street-7th Floor
Birmingham, AL 35233
Wachovia Securities, Inc. 1 12
5225 Seventy Seven Center Drive
Charlotte, NC 28217-0708
Series 1999-6 Class 1-A4 The Bank of New York 1 15
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 19
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 15
P.O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company - 1 47
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
Series 1999-6 Class 1-A5 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-6 Class 1-A7 Donaldson, Lufkin and Jenrette 1 23
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
McDonald Investments Inc. 1 27
800 Superior Avenue
Cleveland, OH 44114
M.L. Stern & Co., LLC 1 23
8350 Wilshire Boulevard, 3rd Floor
Beverly Hills, CA 90211
Wedbush Morgan Securities, Inc. 1 21
1000 Wilshire Boulevard
Los Angeles, CA 90017
Series 1999-6 Class 1-A8 J.J.B. Hilliard, W.L. Lyons, Inc. 1 11
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Legg Mason Wood Walker, Inc. 1 13
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
Paine Webber Incorporated 1 30
1000 Harbor Boulevard
Weehawken, NJ 07087
Prudential Securities Corporation 1 28
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-6 Class 1-A9 Dean Witter Reynolds, Inc. 1 93
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-6 Class 1-A10Donaldson, Lufkin and Jenrette 1 6
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
J.J.B. Hilliard, W.L. Lyons, Inc. 1 9
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Paine Webber Incorporated 1 18
1000 Harbor Boulevard
Weehawken, NJ 07087
Dean Witter Reynolds, Inc. 1 62
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-6 Class 1-A11LBI-Lehman Government Securities, 1 100
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1999-6 Class 1-A12LBI-Lehman Government Securities, 1 100
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1999-6 Class 2-A1 The Bank of New York 1 26
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 55
4 New York Plaza, 13th Floor
New York, NY 10004
Salomon Smith Barney, Inc. 1 6
333 W. 34th Street
New York, NY 10001
State Street Bank and Trust 1 6
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-6 Class 2-A2 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-6 Class 2-A3 Edward D. Jones & Co. 1 99
201 Progress Parkway
Maryland Heights, MO 63043-3042
Series 1999-6 Class 2-A4 LBI-Lehman Government Securities, 1 100
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1999-6 Class 2-A5 The Northern Trust Company 1 37
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust 1 63
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-6 Class 2-AB LBI-Lehman Government Securities 1 100
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1999-6 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-6 Class B2 Bankers Trust Company 1 89
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-6 Class M1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-6 Class R-RL First Union National Bank of 1 100
North Carolina
8739 Research Drive
Charlotte, NC 28262
Series 1999-9 Class 1-A1 Northern Trust Company - 1 100
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
Series 1999-9 Class 1-A2 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-9 Class 1-A3 Boston Safe Deposit and Trust 1 25
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 17
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 5
P.O. Box 30576
Tampa, FL 33630-3576
Norwest Bank Minnesota, 1 7
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
The Northern Trust Company 1 11
801 S. Canal C-IN
Chicago, IL 60607
PNC Bank, National Association 1 5
1600 Market Street, 29th Floor
Philadelphia, PA 19103
PWI CMO Account 1 18
1000 Harbor Boulevard, 8th Floor
Weehawken, NJ 07087
State Street Bank and Trust 1 9
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-9 Class 1-A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-9 Class 1-A6 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-9 Class 1-A7 Wachovia Securities, Inc. 1 100
5225 Seventy Seven Center Drive
Charlotte, NC 28217-0708
Series 1999-9 Class 1-A8 The Bank of New York 1 64
925 Patterson Plank Road
Secaucus, NJ 07094
SSB - Trust Custody 1 16
225 Franklin Street, M4
Boston, MA 02110
State Street Bank and Trust 1 20
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-9 Class 1-A9 Bankers Trust Company 1 20
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
BNY Clearing Services LLC 1 20
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Chase Manhattan Bank 1 26
4 New York Plaza, 13th Floor
New York, NY 10004
McDonald Investments Inc. 1 10
800 Superior Avenue
Cleveland, OH 44114
Northern Trust Company - 1 20
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
Series 1999-9 Class 2-A1 The Bank of New York 1 46
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank/Broker and 1 54
Dealer Clearance Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1999-9 Class 2-A2 Chase Manhattan Bank 1 27
4 New York Plaza, 13th Floor
New York, NY 10004
First Clearing Corporation 1 9
10700 North Park Drive
Glen Allen, VA 23060
Salomon Smith Barney, Inc. 1 62
333 West 34th Street - 4th Floor
New York, NY 10001
Series 1999-9 Class 2-A3 The Bank of New York 1 17
925 Patterson Plank Road
Secaucus, NJ 07094
Nomura Securities/Fixed Income 1 83
2 World Financial Center, Building B
New York, NY 10281-1198
Series 1999-9 Class 2-A4 Raymond, James & Associates, Inc. 1 6
880 Carilion Parkway, P.O. Box 12749
St. Petersburg, FL 33733
Salomon Smith Barney, Inc. 1 92
333 West 34th Street - 4th Floor
New York, NY 10001
Series 1999-9 Class 2-A5 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-9 Class 2-A6 Salomon Smith Barney, Inc. 1 100
333 West 34th Street - 4th Floor
New York, NY 10001
Series 1999-9 Class 2-A7 Salomon Smith Barney, Inc. 1 99
333 West 34th Street - 4th Floor
New York, NY 10001
Series 1999-9 Class 2-A8 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-9 Class 2-A9 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-9 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-9 Class B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-9 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-9 Class R Salomon Smith Barney, Inc. 1 100
333 West 34th Street - 4th Floor
New York, NY 10001
Series 1999-9 Class RL NMC Residual Ownership, L.L.C. 1 100
6400 S. Fiddler's Green Circle, Suite 1200
Englewood, CO 80111
Series 1999-10 Class A1 The Bank of New York 1 11
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 89
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-10 Class A2 PNC Bank, N.A.Pittsburgh 1 100
One PNC Plaza, 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707
Series 1999-10 Class A3 Fiduciary Trust Company 1 49
International
Two World Trade Center, 96th Floor
New York, NY 10048-0772
The Northern Trust Company 1 18
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust 1 33
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-10 Class B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-10 Class B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-10 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-10 Class R Credit Suisse First Boston 1 100
Corporation
5 Wold Trade Center, 7th Floor
New York, NY 10048
Series 1999-11 Class A1 Investors Fiduciary Trust 1 80
Company/SSB
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
State Street Bank and Trust 1 20
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-11 Class A2 The Bank of New York/Countrywide 1 5
Securities Corp.
2 Rector Street, 3rd Floor
New York, NY 10006
Boston Safe Deposit and Trust 1 26
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Investors Fiduciary Trust 1 63
Company/SSB
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
PNC Bank, National Association 1 7
1600 Market Street, 29th Floor
Philadelphia, PA 19103
Series 1999-11 Class A3 Bankers Trust Company 1 12
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Investors Fiduciary Trust 1 78
Company/SSB
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
State Street Bank and Trust 1 6
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-11 Class A4 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-11 Class A5 Custodial Trust Company 1 100
101 Carnegie Center
Princeton, NJ 08540
Series 1999-11 Class A6 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-11 Class A7 Bankers Trust Company 1 22
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
LBI-Lehman Government Securities 1 33
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Northern Trust Company - 1 21
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
The Fifth Third Bank 1 24
Dept. 00850 - Proxy
38 FountainSquare Plaza
Cincinnati, OH 45263
Series 1999-11 Class A8 Bear Stearns Securities Corp. 1 45
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
BNY Clearing Services LLC 1 5
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Dean Witter Reynolds, Inc. 1 44
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-11 Class A9 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-11 Class A10 Bankers Trust Company 1 77
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
BNY Clearing Services LLC 1 7
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Series 1999-11 Class A11 First Clearing Corporation 1 37
10700 North Park Drive
Glen Allen, VA 23060
Janney Montgomery Scott, Inc. 1 6
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Prudential Securities Corporation 1 50
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-11 Class A12 Bear Stearns Securities Corp. 1 13
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
J.A. Glynn & Co. 1 23
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott Inc. 1 15
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Legg Mason Wood Walker, Inc. 1 38
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
Series 1999-11 Class A13 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-11 Class A14 Salomon Smith Barney, Inc. 1 100
333 West 34th Street - 4th Floor
New York, NY 10001
Series 1999-11 Class A17 Bankers Trust Company 1 23
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 71
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-11 Class A18 BNY Clearing Services LLC 1 13
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Dain Rauscher Incorporated 1 13
312 South 3rd Street
Minneapolis, MN 55415-1099
First Clearing Corporation 1 6
10700 North Park Drive
Glen Allen, VA 23060
Janney Montgomery Scott Inc. 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Legg Mason Wood Walker, Inc. 1 15
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
Wedbush Morgan Securities, Inc. 1 6
1000 Wilshire Boulevard
Los Angeles, CA 90017
Dean Witter Reynolds, Inc. 1 9
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-11 Class A19 City Securities Corporation 1 7
135 N. Pennsylvania Street
Suite 2200
Indianapolis, IN 46204
Donaldson, Lufkin and Jenrette 1 24
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
J.J.B. Hilliard, W.L. Lyons, Inc. 1 37
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott Inc. 1 13
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
National Financial Services 1 6
Corporation
200 Liberty Street
New York, NY 10281
Series 1999-11 Class A20 Bear Stearns Securities Corp. 1 100
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Series 1999-11 Class A21 Bankers Trust Company 1 63
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Donaldson, Lufkin and Jenrette 1 12
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Prudential Securities Incorporated 1 17
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Stone & Youngberg 1 8
50 California Street, 35th Floor
San Francisco, CA 94111
Series 1999-11 Class A22 Investors Fiduciary Trust 1 100
Company/SSB
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-11 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-11 Class B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-11 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-11 Class R NMC Residual Ownership, L.L.C. 1 100
6400 S. Fiddler's Green Circle
Suite 1200
Englewood, CO 80111
Series 1999-11 Class RL NMC Residual Ownership, L.L.C. 1 100
6400 S. Fiddler's Green Circle
Suite 1200
Englewood, CO 80111
Series 1999-12 Class A1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-12 Class A2 Bankers Trust Company 1 90
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Merrill Lynch, Pierce, Fenner 1 10
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1999-12 Class A3 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-12 Class B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-12 Class B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-12 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-12 Class R Merrill Lynch, Pierce, Fenner 1 100
& Smith, Inc.
250 Vesy Street
New York, NY 10281
Series 1999-13 Class A1 Bankers Trust Company 1 39
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 61
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-13 Class A2 Bankers Trust Company 1 69
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
First Tennessee Bank Bond Division 1 31
845 Crossover Lane
Memphis, TN 38117
Series 1999-13 Class A3 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-13 Class A4 PWI CMO Account 1 100
1000 Harbor Boulevard, 8th Floor
Weehawken, NJ 07087
Series 1999-13 Class A5 A.G. Edwards & Sons, Inc. 1 100
125 Broad Street, 40th Floor
New York, NY 10004
Series 1999-13 Class A6 A.G. Edwards & Sons, Inc. 1 85
125 Broad Street, 40th Floor
New York, NY 10004
First Clearing Corporation 1 11
10700 North Park Drive
Glen Allen, VA 23060
Series 1999-13 Class A7 Brown Brothers Harriman & Co. 1 17
63 Wall Street, 8th Floor
New York, NY 10005
Citibank, N.A. 1 13
P.O. Box 30576
Tampa, FL 33630-3576
Prudential Securities Corporation 1 69
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-13 Class A8 LaSalle National Bank 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-13 Class A9 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-13 Class A10 Northern Trust Company - 1 100
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
Series 1999-13 Class A11 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-13 Class A12 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-13 Class A13 BNY Clearing Services LLC 1 10
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Dain Rauscher Incorporated 1 9
312 South 3rd Street
Minneapolis, MN 55415-1099
Janney Montgomery Scott, Inc. 1 6
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Dean Witter Reynolds, Inc. 1 56
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-13 Class A14 Merrill Lynch, Pierce, Fenner 1 100
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1999-13 Class A15 BNY Clearing Services LLC 1 39
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Charles Schwab & Co., Inc. 1 5
c/o ADP Proxy Services
51 Mercedes Way
Englewood, NY 11717
First Clearing Corporation 1 39
10700 North Park Drive
Glen Allen, VA 23060
Southwest Securities, Inc. 1 5
c/o ADP Proxy Services
51 Mercedes Way
Englewood, NY 11717
Series 1999-13 Class A16 David Lerner Associates, Inc. 1 43
477 Jericho Turnpike
Syosset, NY 11791
Raymond, James & Associates, Inc. 1 48
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 33733
Series 1999-13 Class A17 Merrill Lynch, Pierce, Fenner 1 97
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1999-13 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-13 Class B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-13 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-13 Class R Merrill Lynch, Pierce, Fenner 1 100
& Smith, Inc.
P.O. Box 12031
Newark, NJ 07101
Series 1999-14 Class A1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-14 Class A2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-14 Class A3 SSB - Trust Custody 1 100
225 Franklin Street, M4
Boston, MA 02110
Series 1999-14 Class A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-14 Class A5 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-14 Class A6 The Bank of New York 1 43
925 Patterson Plank Road
Secaucus, NJ 07094
Citibank, N.A. 1 57
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-14 Class A7 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-14 Class A8 The Bank of New York 1 30
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 8
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Brown Brothers Harriman & Co. 1 21
63 Wall Street, 8th Floor
New York, NY 10005
State Street Bank and Trust 1 34
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-14 Class A9 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-14 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-14 Class B2 Chase Manhattan Bank/Broker & 1 100
Dealer Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1999-14 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-14 Class R First Union National Bank of 1 100
North Carolina
8739 Research Drive
Charlotte, NC 28262
Series 1999-15 Class A1 Bankers Trust Company 1 35
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 62
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-15 Class A2 Chase Manhattan Bank 1 53
4 New York Plaza, 13th Floor
New York, NY 10004
Norwest Bank Minnesota, National 1 47
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
Series 1999-15 Class A3 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-15 Class A4 Northern Trust Company - 1 72
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
Salomon Smith Barney, Inc. 1 27
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A5 State Street Bank and Trust 1 100
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-15 Class A6 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A7 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A8 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A9 Salomon Smith Barney, Inc. 1 98
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A10 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A11 Salomon Smith Barney, Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A12 Citibank, N.A. 1 73
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust 1 27
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-15 Class A13 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-15 Class A14 Bear, Stearns Securities Corp. 1 100
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Series 1999-15 Class A15 BNY Clearing Services LLC 1 45
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Raymond, James & Associates, Inc. 1 34
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 33733
Stifel, Nicolaus & Company 1 31
Incorporated
500 N. Broadway
St. Louis, MO 63102
Series 1999-15 Class A16 Bankers Trust Company 1 8
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust 1 7
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 61
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 14
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust 1 8
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-15 Class A17 Bear, Stearns Securities Corp. 1 15
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
The Northern Trust Company 1 77
801 S. Canal C-IN
Chicago, IL 60607
Salomon Smith Barney, Inc. 1 8
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A18 Salomon Smith Barney, Inc. 1 98
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A19 BNY Clearing Services LLC 1 9
111 E. Kilbourn Avenue
Milwaukee, WI 53202
First Clearing Corporation 1 20
10700 North Park Drive
Glen Allen, VA 23060
J.J.B. Hilliard, W.L. Lyons, Inc. 1 23
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Smith, Moore & Co. 1 6
400 Locust Street
St. Louis, MO 63102
Salomon Smith Barney, Inc. 1 30
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A20 Salomon Smith Barney, Inc. 1 98
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class A21 Bankers Trust Company 1 21
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bear, Stearns Securities Corp. 1 12
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Chase Manhattan Bank 1 10
4 New York Plaza, 13th Floor
New York, NY 10004
Investors Fiduciary Trust 1 34
Company/SSB
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
State Street Bank and Trust 1 12
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-15 Class A22 The Bank of New York 1 46
925 Patterson Plank Road
Secaucus, NJ 07094
Merrill Lynch, Pierce, Fenner 1 54
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1999-15 Class A23 The Bank of New York 1 16
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 33
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust 1 16
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
The Northern Trust Company 1 28
801 S. Canal C-IN
Chicago, IL 60607
Wachovia Securities, Inc. 1 7
5225 Seventy Seven Center Drive
Charlotte, NC 28217-0708
Series 1999-15 Class A24 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-15 Class A25 The Bank of New York 1 23
925 Patterson Plank Road
Secaucus, NJ 07094
State Street Bank and Trust 1 77
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-15 Class A26 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-15 Class A27 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-15 Class A28 Northern Trust Company - 1 100
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
Series 1999-15 Class 2-A1The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-15 Class 2-A2Dain Rauscher Incorporated 1 10
312 South 3rd Street
Minneapolis, MN 55415-1099
A.G. Edwards & Sons, Inc. 1 77
125 Broad Street, 40th Floor
New York, NY 10004
First Clearing Corporation 1 11
10700 North Park Drive
Glen Allen, VA 23060
Series 1999-15 Class 2-A3Bear, Stearns Securities Corp. 1 100
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Series 1999-15 Class 2-A4A.G. Edwards & Sons, Inc. 1 54
125 Broad Street, 40th Floor
New York, NY 10004
First Clearing Corporation 1 11
10700 North Park Drive
Glen Allen, VA 23060
Salomon Smith Barney, Inc. 1 34
333 W. 34th Street
New York, NY 10001
Series 1999-15 Class 2-A5The Bank of New York 1 31
925 Patterson Plank Road
Secaucus, NJ 07094
Citibank, N.A. 1 69
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-15 Class B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-15 Class B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-15 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-15 Class R NMC Residual Ownership, L.L.C. 1 100
6400 S. Fiddler's Green Circle
Suite 1200
Englewood, CO 80111
Series 1999-16 Class A1 Bankers Trust Company 1 70
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 24
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust 1 5
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-16 Class B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-16 Class B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-16 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-16 Class R First Union National Bank of 1 100
North Carolina
8739 Research Drive
Charlotte, NC 28262
Series 1999-17 Class A1 Bankers Trust Company 1 48
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
First Union National Bank 1 8
1525 West W. T., Harris
Boulevard 3A4
Charlotte, NC 28288
State Street Bank and Trust 1 44
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-17 Class A2 Chase Manhattan Bank/Broker & 1 100
Dealer Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1999-17 Class A3 Chase Manhattan Bank 1 27
4 New York Plaza, 13th Floor
New York, NY 10004
Norwest Bank Minnesota, National 1 5
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
The Northern Trust Company 1 55
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-17 Class A4 Bankers Trust Company 1 11
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank One Trust Company, N.A. 1 10
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240
Boston Safe Deposit and Trust 1 8
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Fleet National Bank 1 6
Fleet Services Corp.
2nd Floor NYROT02B
Rochester, NY 14638
Merrill Lynch, Pierce, Fenner 1 41
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
The Northern Trust Company 1 24
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-17 Class A5 Bankers Trust Company 1 16
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 17
4 New York Plaza, 13th Floor
New York, NY 10004
Investors Fiduciary Trust 1 9
Company/SSB
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
The Northern Trust Company 1 38
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust 1 20
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-17 Class A6 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-17 Class A7 Salomon Smith Barney, Inc. 1 98
333 W. 34th Street
New York, NY 10001
Series 1999-17 Class A8 Chase Manhattan Bank/Broker 1 100
& Dealer Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1999-17 Class A9 The Bank of New York 1 11
925 Patterson Plank Road
Secaucus, NJ 07094
Salomon Smith Barney, Inc. 1 88
333 W. 34th Street
New York, NY 10001
Series 1999-17 Class A10 The Bank of New York 1 32
925 Patterson Plank Road
Secaucus, NJ 07094
Bank One, Oklahoma, N.A. 1 7
100 N. Broadway, 6th Floor -
Safekeeping
Oklahoma City, OK 73102
Chase Manhattan Bank 1 56
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-17 Class A11 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-17 Class A12 Bankers Trust Company 1 38
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 62
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-17 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-17 Class B2 LBI-Lehman Government Securities, 1 100
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1999-17 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-17 Class R Credit Suisse First Boston 1 100
Corporation
5 Wold Trade Center, 7th Floor
New York, NY 10048
Series 1999-18 Class A1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-18 Class A2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-18 Class A3 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-18 Class A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-18 Class A5 The Bank of New York 1 22
925 Patterson Plank Road
Secaucus, NJ 07094
The Northern Trust Company 1 77
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-18 Class A6 The Bank of New York 1 29
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 71
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-18 Class A7 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-18 Class A8 Chase Manhattan Bank 1 26
4 New York Plaza, 13th Floor
New York, NY 10004
LBI-Lehman Government Securities, 1 74
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1999-18 Class A9 Edward D. Jones & Co. 1 99
201 Progress Parkway
Maryland Heights, MO 63043-3042
Series 1999-18 Class A10 LBI-Lehman Government Securities, 1 100
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1999-18 Class A11 LBI-Lehman Government Securities, 1 100
Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1999-18 Class A12 American Express Trust Company 1 18
180 East 5th Street
St. Paul, MN 55440
Boston Safe Deposit and Trust 1 33
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Brown Brothers Harriman & Co. 1 23
63 Wall Street, 8th Floor
New York, NY 10005
State Street Bank and Trust 1 12
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-18 Class A13 Chase Manhattan Bank 1 66
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 34
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-18 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-18 Class B2 Firstar Bank N.A. 1 100
425 Walnut Street, Location CN-WM-06CT
Cincinnati, OH 45201
Series 1999-18 Class M Boston Safe Deposit and Trust 1 100
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1999-18 Class R TFinn Co. 1 100
c/o Chase Manhattan Bank
Dept. 6583 - Outsourcing Services
P.O. Box 50000
Newark, NJ 07101
Series 1999-18 Class RL TFinn Co. 1 100
c/o Chase Manhattan Bank
Dept. 6583 - Outsourcing Services
P.O. Box 50000
Newark, NJ 07101
Series 1999-19 Class A Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1999-19 Class B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-19 Class B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-19 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-19 Class R First Union National Bank of 1 100
North Carolina
8739 Research Drive
Charlotte, NC 28262
Series 1999-20 Class A1 Chase Manhattan Bank 1 16
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 83
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-20 Class A2 Bear, Stearns Securities Corp. 1 100
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Series 1999-20 Class A3 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1999-20 Class A4 Dean Witter Reynolds, Inc. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-20 Class A5 BNY Clearing Services LLC 1 34
111 E. Kilbourn Avenue
Milwaukee, WI 53202
A.G. Edwards & Sons, Inc. 1 56
125 Broad Street, 40th Floor
New York, NY 10004
First Clearing Corporation 1 10
10700 North Park Drive
Glen Allen, VA 23060
Series 1999-20 Class A6 A.G. Edwards & Sons, Inc. 1 100
125 Broad Street, 40th Floor
New York, NY 10004
Series 1999-20 Class A7 BNY Clearing Services LLC 1 36
111 E. Kilbourn Avenue
Milwaukee, WI 53202
First Clearing Corporation 1 64
10700 North Park Drive
Glen Allen, VA 23060
Series 1999-20 Class A8 First Clearing Corporation 1 100
10700 North Park Drive
Glen Allen, VA 23060
Series 1999-20 Class A9 J.J.B. Hilliard, W.L. Lyons, Inc. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-20 Class A10 City Securities Corporation 1 6
135 N. Pennsylvania Street, Suite 2200
Indianapolis, IN 46204
Donaldson, Lufkin and Jenrette 1 12
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
First Clearing Corporation 1 18
10700 North Park Drive
Glen Allen, VA 23060
J.J.B. Hilliard, W.L. Lyons, Inc. 1 53
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott, Inc. 1 9
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-20 Class A11 Fiserv Securities, Inc. 1 8
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
J.J.B. Hilliard, W.L. Lyons, Inc. 1 89
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-20 Class A12 A.G. Edwards & Sons, Inc. 1 100
125 Broad Street, 40th Floor
New York, NY 10004
Series 1999-20 Class A13 Dain Rauscher Incorporated 1 49
312 South 3rd Street
Minneapolis, MN 55415-1099
Donaldson, Lufkin and Jenrette 1 12
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Harris Trust & Savings Bank 1 11
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
Salomon Smith Barney, Inc. 1 23
333 W. 34th Street
New York, NY 10001
Series 1999-20 Class A14 A.G. Edwards & Sons, Inc. 1 31
125 Broad Street, 40th Floor
New York, NY 10004
Salomon Smith Barney, Inc. 1 69
333 W. 34th Street
New York, NY 10001
Series 1999-20 Class A15 Paine Webber Incorporated 1 90
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1999-20 Class A16 Dain Rauscher Incorporated 1 6
312 South 3rd Street
Minneapolis, MN 55415-1099
J.J.B. Hilliard, W.L. Lyons, Inc. 1 25
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
J.A. Glynn & Co. 1 25
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
May Financial Corporation 1 8
8333 Douglas Avenue
Suite 400, LB 82
Dallas, TX 75225
National Financial Services 1 7
Corporation
200 Liberty Street
New York, NY 10281
Prudential Securities Corporation 1 21
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1999-20 Class A17 Chase Manhattan Bank 1 57
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 15
P.O. Box 30576
Tampa, FL 33630-3576
Fleet National Bank 1 29
Fleet Services Corp.
2nd Floor NYROT02B
Rochester, NY 14638
Series 1999-20 Class A18 Bear, Stearns Securities Corp. 1 74
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Citibank, N.A. 1 26
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-20 Class A19 Bear, Stearns Securities Corp. 1 32
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
BNY Clearing Services LLC 1 11
111 E. Kilbourn Avenue
Milwaukee, WI 53202
A.G. Edwards & Sons, Inc. 1 30
125 Broad Street, 40th Floor
New York, NY 10004
First Clearing Corporation 1 6
10700 North Park Drive
Glen Allen, VA 23060
Salomon Smith Barney, Inc. 1 20
333 W. 34th Street
New York, NY 10001
Series 1999-20 Class B1 Boston Safe Deposit and Trust 1 100
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1999-20 Class B2 Firstar Bank N.A. 1 100
425 Walnut Street
Location CN-WM-06CT
Cincinnati, OH 45201
Series 1999-20 Class M Fleet National Bank 1 100
Fleet Services Corp.
2nd Floor NYROT02B
Rochester, NY 14638
Series 1999-20 Class R Bear Stearns Securities Corp. 1 100
245 Park Avenue
New York, NY 10167
Series 1999-21 Class A Bankers Trust Company 1 33
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
The Bank of New York/ 1 7
First Union Safekeeping
Dealer Clearance - 16 Wall Street
5th Floor
New York, NY 10005
Chase Manhattan Bank 1 48
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 7
P.O. Box 30576
Tampa, FL 33630-3576
Series 1999-21 Class B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-21 Class B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-21 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-21 Class R Salomon Smith Barney, Inc. 1 100
333 West 34th Street - 4th Floor
New York, NY 10001
Series 1999-HE1 Class A1 Chase Manhattan Bank 1 61
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust 1 20
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE1 Class A2 The Bank of New York 1 51
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 5
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Citibank, N.A. 1 17
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust 1 15
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE1 Class A3 The Bank of New York 1 24
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust 1 18
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 16
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 12
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust 1 11
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Union Bank of California, N.A. 1 8
P.O. Box 109
San Diego, Ca 92112-4103
Series 1999-HE1 Class A4 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 7
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust 1 8
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 38
4 New York Plaza, 13th Floor
New York, NY 10004
Mercantile-Safe Deposit & Trust 1 8
Company
766 Old Hammonds Ferry Road
Proxy Unit #230-20
Linthicum, MD 21090
State Street Bank and Trust 1 33
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE1 Class A5 The Bank of New York 1 52
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust 1 11
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 5
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 13
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-HE1 Class A6 The Bank of New York 1 53
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 43
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust 1 5
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE1 Class A7 The Bank of New York 1 26
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 11
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust 1 8
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 15
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust 1 32
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE1 Class B1 The Bank of New York 1 57
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 43
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-HE1 Class B2 The Bank of New York 1 26
925 Patterson Plank Road
Secaucus, NJ 07094
The Bank of New York/ 1 14
First Union Safekeeping
Dealer Clearance - 16 Wall Street
5th Floor
New York, NY 10005
Chase Manhattan Bank 1 52
4 New York Plaza, 13th Floor
New York, NY 10004
Paine Webber Incorporated 1 7
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1999-HE1 Class M Chase Manhattan Bank 1 79
4 New York Plaza, 13th Floor
New York, NY 10004
PNC Bank, National Association 1 16
1600 Market Street, 29th Floor
Philadelphia, PA 19103
Series 1999-HE1 Class R1 Credit Suisse First Boston 1 100
Corporation
5 Wold Trade Center, 7th Floor
New York, NY 10048
Series 1999-HE1 Class R2 Credit Suisse First Boston 1 100
Corporation
5 Wold Trade Center, 7th Floor
New York, NY 10048
Series 1999-HE2 Class A1 The Bank of New York 1 16
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust 1 12
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 44
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 10
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust 1 16
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE2 Class A2 Bear, Stearns Securities Corp. 1 6
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Boston Safe Deposit and Trust 1 32
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 53
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-HE2 Class A3 Citibank, N.A. 1 9
P.O. Box 30576
Tampa, FL 33630-3576
PNC Bank, N.A./Pittsburgh 1 38
One PNC Plaza, 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707
Suntrust Bank/Safekeeping 1 53
Custodian For STES
303 Peachtreet Street, 23rd Floor
Atlanta, GA 30302
Series 1999-HE2 Class A4 The Bank of New York 1 10
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 7
4 New York Plaza, 13th Floor
New York, NY 10004
Fleet National Bank 1 9
Fleet Services Corp.
2nd Floor NYROT02B
Rochester, NY 14638
First Union National Bank 1 6
1525 West W. T., Harris
Boulevard 3A4
Charlotte, NC 28288
Investors Bank & Trust Company 1 6
200 Clarendon Street, 15th Floor
Hancock Tower
Boston, MA 02116
Merrill Lynch, Pierce, Fenner 1 6
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
The Northern Trust Company 1 5
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust 1 22
Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE2 Class A5 Boston Safe Deposit and Trust 1 69
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
The Northern Trust Company 1 22
801 S. Canal C-IN
Chicago, IL 60607
SSB - Trust Custody 1 9
225 Franklin Street, M4
Boston, MA 02110
Series 1999-HE2 Class A6 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1999-HE2 Class B1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-HE2 Class B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-HE2 Class M The Bank of New York 1 86
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 14
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1999-HE2 Class R1 Credit Suisse First Boston 1 100
Corporation
5 Wold Trade Center, 7th Floor
New York, NY 10048
Series 1999-HE2 Class R2 Credit Suisse First Boston 1 100
Corporation
5 Wold Trade Center, 7th Floor
New York, NY 10048
(b) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
(c) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------- ---------------------------------------------------------------
(a) 99.1 Servicer's Annual Statement as to Compliance for the Series 1999-1
Certificates dated March 24, 2000.
99.2 Servicer's Annual Statement as to Compliance for the Series 1992-2
Certificates dated March 24, 2000.
99.3 Servicer's Annual Statement as to Compliance for the Series 1999-3
Certificates dated March 24, 2000.
99.4 Servicer's Annual Statement as to Compliance for the Series 1999-4
Certificates dated March 24, 2000.
99.5 Servicer's Annual Statement as to Compliance for the Series 1999-5
Certificates dated March 24, 2000.
99.6 Servicer's Annual Statement as to Compliance for the Series 1999-6A
Certificates dated March 24, 2000.
99.7 Servicer's Annual Statement as to Compliance for the Series 1999-6B
Certificates dated March 24, 2000.
99.8 Servicer's Annual Statement as to Compliance for the Series 1999-9A
Certificates dated March 24, 2000.
99.9 Servicer's Annual Statement as to Compliance for the Series 1999-9B
Certificates dated March 24, 2000.
99.10Servicer's Annual Statement as to Compliance for the Series 1999-10
Certificates dated March 24, 2000.
99.11Servicer's Annual Statement as to Compliance for the Series 1999-11
Certificates dated March 24, 2000.
99.12Servicer's Annual Statement as to Compliance for the Series 1999-12
Certificates dated March 24, 2000.
99.13Servicer's Annual Statement as to Compliance for the Series 1999-13
Certificates dated March 24, 2000.
99.14Servicer's Annual Statement as to Compliance for the Series 1999-14
Certificates dated March 24, 2000.
99.15Servicer's Annual Statement as to Compliance for the Series 1999-15A
Certificates dated March 24, 2000.
99.16Servicer's Annual Statement as to Compliance for the Series 1999-15B
Certificates dated March 24, 2000.
99.17Servicer's Annual Statement as to Compliance for the Series 1999-16
Certificates dated March 24, 2000.
99.18Servicer's Annual Statement as to Compliance for the Series 1999-17
Certificates dated March 24, 2000.
99.19Servicer's Annual Statement as to Compliance for the Series 1999-18
Certificates dated March 24, 2000.
99.20Servicer's Annual Statement as to Compliance for the Series 1999-19
Certificates dated March 24, 2000.
99.21Servicer's Annual Statement as to Compliance for the Series 1999-HE1
Certificates dated March 24, 2000.
99.22Servicer's Annual Statement as to Compliance for the Series 1999-HE2
Certificates dated March 24, 2000.
99.23Report dated January 28, 2000 prepared by the Servicer's independent
certified public accountants, concerning the Servicer's activities for
the period ended December 31, 1999 (relating to the portion of
mortgage loans in Registrant's Servicing Portfolio, as defined in Item
8, other than home equity mortgage loans, for which Registrant is
primary servicer).
99.24Report dated January 28, 2000 prepared by the Servicer's independent
certified public accountants, concerning the Servicer's activities for
the period ended December 31, 1999 (relating to the portion of
mortgage loans in Registrant's Servicing Portfolio, as defined in Item
8, which are home equity mortgage loans, for which Registrant is
primary servicer).
99.25Report dated January 28, 2000 prepared by the Servicer's independent
certified public accountants, concerning the Servicer's activities for
the period ended December 31, 1999 (relating to the portion of
mortgage loans in Registrant's Servicing Portfolio, as defined in Item
8, for which Registrant is master servicer).
(b) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
(c) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
(d) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
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
- ---------------------
No annual report to security holders covering the Registrant's last fiscal year
or proxy statement, form of proxy or other proxy solicitation material has been
sent to holders of Certificates.
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, on the 29th day of March,
2000.
GE CAPITAL MORTGAGE SERVICES, INC.
By: /s/ Glen A. Messina
-------------------------------------
Glen A. Messina
Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been executed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas H. Mann Director (Principal March 29, 2000
- ---------------------------- Executive Officer)
Thomas H. Mann
/s/ Glen Messina Director March 29, 2000
- ----------------------------
Glen A. Messina
/s/ Gerhard A. Miller Director March 29, 2000
- ----------------------------
Gerhard A. Miller
/s/ JoAnn B. Rabitz Director March 29, 2000
- ----------------------------
JoAnn B. Rabitz
/s/ Theodore F. Weiland Director March 29, 2000
- ----------------------------
Theodore F. Weiland
/s/ Larry Spangler (Acting) Principal Financial March 29, 2000
- ---------------------------- Officer
Larry Spangler
/s/ Paul D. Colasono Controller March 29, 2000
- ----------------------------
Paul D. Colasono
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 Servicer's Annual Statement as to Compliance for the Series 76
1999-1 Certificates dated March 24, 2000.
99.2 Servicer's Annual Statement as to Compliance for the Series 78
1999-2 Certificates dated March 24, 2000.
99.3 Servicer's Annual Statement as to Compliance for the Series 80
1999-3 Certificates dated March 24, 2000.
99.4 Servicer's Annual Statement as to Compliance for the Series 82
1999-4 Certificates dated March 24, 2000.
99.5 Servicer's Annual Statement as to Compliance for the Series 84
1999-5 Certificates dated March 24, 2000.
99.6 Servicer's Annual Statement as to Compliance for the Series 86
1999-6A Certificates dated March 24, 2000.
99.7 Servicer's Annual Statement as to Compliance for the Series 88
1999-6B Certificates dated March 24, 2000.
99.8 Servicer's Annual Statement as to Compliance for the Series 90
1999-9A Certificates dated March 24, 2000.
99.9 Servicer's Annual Statement as to Compliance for the Series 92
1999-9B Certificates dated March 24, 2000.
99.10 Servicer's Annual Statement as to Compliance for the Series 94
1999-10 Certificates dated March 24, 2000.
99.11 Servicer's Annual Statement as to Compliance for the Series 96
1999-11 Certificates dated March 24, 2000.
99.12 Servicer's Annual Statement as to Compliance for the Series 98
1999-12 Certificates dated March 24, 2000.
99.13 Servicer's Annual Statement as to Compliance for the Series 100
1999-13 Certificates dated March 24, 2000.
99.14 Servicer's Annual Statement as to Compliance for the Series 102
1999-14 Certificates dated March 24, 2000.
99.15 Servicer's Annual Statement as to Compliance for the Series 104
1999-15A Certificates dated March 24, 2000.
99.16 Servicer's Annual Statement as to Compliance for the Series 106
1999-15B Certificates dated March 24, 2000.
99.17 Servicer's Annual Statement as to Compliance for the Series 108
1999-16 Certificates dated March 24, 2000.
99.18 Servicer's Annual Statement as to Compliance for the Series 110
1999-17 Certificates dated March 24, 2000.
99.19 Servicer's Annual Statement as to Compliance for the Series 112
1999-18 Certificates dated March 24, 2000.
99.20 Servicer's Annual Statement as to Compliance for the Series 114
1999-19 Certificates dated March 24, 2000.
99.21 Servicer's Annual Statement as to Compliance for the Series 116
1999-HE1 Certificates dated March 24, 2000.
99.22 Servicer's Annual Statement as to Compliance for the Series 118
1999-HE2 Certificates dated March 24, 2000.
99.23 Report dated January 28, 2000 prepared by the Servicer's 120
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1999
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, other than home
equity mortgage loans, for which Registrant is primary servicer).
99.24 Report dated January 28, 2000 prepared by the Servicer's 122
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1999
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, which are home
equity mortgage loans, for which Registrant is primary servicer).
99.25 Report dated January 28, 2000 prepared by the Servicer's 124
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1999
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, for which Registrant
is master servicer).
Exhibit 99.1
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-1
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-1 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.2
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-2
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-2 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.3
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-3
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-3 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer-
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.4
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-4
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-4 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.5
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-5
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-5 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.6
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-6A
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-6A REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.7
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-6B
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-6B REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.8
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-9A
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-9A REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.9
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-9B
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-9B REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.10
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-10
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-10 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.11
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-11
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-11 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.12
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-12
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-12 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.13
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-13
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-13 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.14
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-14
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-14 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.15
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-15A
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-15A REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.16
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-15B
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-15B REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.17
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-16
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-16 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.18
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-17
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-17 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.19
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-18
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-18 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.20
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-19
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-19 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.21
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-HE1
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-HE1 Home Equity Loan Pass-Through Certificates (the "Agreement") entered
into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and The
First National Bank of Chicago, as Trustee, which Agreement requires an annual
statement of compliance to be made to the Trustee by an officer of the Servicer,
hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, (1) the Servicer has fulfilled all of its
material obligations under the Agreement throughout such year,
except as set forth on Exhibit A hereto.
and (2) no Trigger Event has occurred.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.22
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-HE2
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-HE2 Home Equity Loan Pass-Through Certificates (the "Agreement") entered
into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and The
First National Bank of Chicago, as Trustee, which Agreement requires an annual
statement of compliance to be made to the Trustee by an officer of the Servicer,
hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, (1) the Servicer has fulfilled all of its
material obligations under the Agreement throughout such year,
except as set forth on Exhibit A hereto.
and (2) no Trigger Event has occurred.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
KPMG
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (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 for primary serviced loans (including those
serviced by the Company pursuant to various pooling and servicing agreements
relating to the Company's publicly rated mortgage-backed securities program) 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 for
primary serviced loans as of and for the year ended December 31, 1999, is fairly
stated, in all material respects.
/s/ KPMG LLP
January 28, 2000
<PAGE>
GE Capital Mortgage Services, Inc.
A unit of GE Capital Mortgage Corporation
Three Executive Campus, PO Box 5260
Cherry Hill, NJ 08034-0455
856 661-6100, 800 257-7818
As of and for the year ended December 31, 1999, GE Capital Mortgage Services,
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. As of and for this same
period, the Company had in effect a fidelity bond and errors and omissions
policy in the minimum amount of $120 million and $20 million, respectively.
/s/ Greg Gibson
- --------------------------------
Greg Gibson
Senior Vice President, Servicing
GE Capital Mortgage Services, Inc.
KPMG
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (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 for home equity loans (including those serviced by
the Company pursuant to various pooling and servicing agreements relating to the
Company's publicly rated mortgage-backed securities program) 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 for home
equity loans as of and for the year ended December 31, 1999, is fairly stated,
in all material respects.
/s/ KPMG LLP
January 28, 2000
<PAGE>
GE Capital Mortgage Services, Inc.
A unit of GE Capital Mortgage Corporation
Three Executive Campus, PO Box 5260
Cherry Hill, NJ 08034-0455
856 661-6100, 800 257-7818
As of and for the year ended December 31, 1999, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards for home equity servicers as 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 minimum amount of $120 million and
$20 million, respectively.
/s/ Greg Gibson
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Greg Gibson
Senior Vice President, Servicing
GE Capital Mortgage Services, Inc.
KPMG
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (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 (USAP) for master serviced loans (including those
serviced by the Company pursuant to various pooling and servicing agreements
relating to the Company's publicly rated mortgage-backed securities program),
insofar as the assertion relates to minimum servicing standards I.1., I.2.,
I.3., III.1., III.5., IV.1., and VII.1., 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, insofar
as it relates to the above mentioned minimum servicing standards, about the
Company's compliance based on our examination. In as much as the Company does
not service the loans underlying the master servicing directly, we did not
examine the Company's compliance with minimum servicing standards I.4., II.1.,
II.2., II.3., II.4., III.2., III.3., III.4., III.6., V.1., V.2., V.3., V.4. and
VI.1., of the USAP. With respect to those loans not serviced, our procedures
consisted of obtaining and reading the most recently available reports from the
primary servicers' independent auditors. Our opinion as expressed herein,
insofar as it relates to such minimum standards performed by such primary
servicers, is based solely upon the reports of the respective independent
auditors.
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 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 specified above.
In our opinion, except for the material non-compliance with various minimum
servicing standards noted in our reading of other independent auditors' reports
as discussed above, 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.
As discussed in management's assertion, the following material non-compliance
occurred at the master servicer's primary servicers during the year ended
December 31, 1999. Several reports obtained from the primary servicers'
independent auditors contained exceptions, which in their opinion, the USAP
required them to report. These exceptions are listed on the attached Schedule of
Findings.
This condition was considered in determining the nature, timing, and extent of
audit tests applied in our audit of the 1999 consolidated financial statements,
and this report does not affect our report dated January 21, 2000 on those
consolidated financial statements.
/s/ KPMG LLP
January 28, 2000
<PAGE>
Schedule of Findings - Primary Servicers' USAP
We obtained 122 USAP reports from the primary servicers' independent auditors
based on their independent review of the primary servicers' mortgage servicing
operations in accordance with the Uniform Single Attestation Program (USAP) for
Mortgage Bankers. The following summarizes the findings on the reports that
disclose exceptions:
Instances of exceptions with respect to: o Custodial Bank Accounts - ten primary
servicers o Disbursements - one primary servicer o Investor Accounting - one
primary servicer o Mortgagor Loan Accounting - two primary servicers o Insurance
Policies - one primary servicer
Where the Company is the primary servicer, a separate report was issued on the
review of the Company's mortgage servicing operations in accordance with the
USAP for Mortgage Bankers, which report is dated January 28, 2000.
<PAGE>
GE Capital Mortgage Services, Inc.
A unit of GE Capital Mortgage Corporation
Three Executive Campus, PO Box 5260
Cherry Hill, NJ 08034-0455
856 661-6100, 800 257-7818
As of and for the year ended December 31, 1999, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards for master servicers set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP). With respect to minimum servicing standards I.4, II.1, II.2, II.3, II.4,
III.2, III.3, III.4, III.6, V.1, V.2, V.3, V.4 and VI.1 of the USAP, the Company
relies on the performance of its primary servicers. The Company had in effect a
fidelity bond and errors and omissions policy in the amount of $120 million and
$20 million, respectively.
With respect to the Schedule of Findings related to the primary servicers'
USAP's, where the Company acts as master servicer, the Company responds in the
following manner:
1. Custodial Bank Accounts: Of the ten primary servicers with bank account
reconciliation findings, all have taken the necessary corrective action and
therefore should avoid future findings. Each of the primary servicers provided
written verification that the bank accounts involved did not include accounts
maintained for the Company.
2. Disbursements: The one primary servicer with an escrow disbursement finding
has taken the necessary corrective action and therefore should avoid future
findings. Such primary servicer provided written verification that the finding
did not involve loans serviced for the Company.
3. Investor Accounting: The one primary servicer with an investor accounting
finding has taken the necessary corrective action and therefore should avoid
future findings. Such primary servicer has provided written verification that
the finding did not involve loans serviced for the Company.
4. Mortgage Loan Accounting: Of the two primary servicers with mortgage
accounting related findings, both have taken the necessary corrective action and
therefore should avoid future findings. Each of the primary servicer has
provided written verification that the findings did not involve any loans
serviced for the Company.
5. Insurance Policies: The one primary servicer with a mortgage impairment
policy finding has taken the necessary corrective action and therefore should
avoid future findings. Such primary servicer provided written verification that
the finding did not involve loans serviced for the Company.
The Company follows the following procedures in connection with the primary
servicers who had exceptions reported in their USAP's:
1. Investigate the USAP findings and obtain written verification that the loans
serviced for the Company are not affected by the findings. In the event it is
determined that such loans are so affected, the Company would pursue ways to put
corrective action plans and procedures in place.
2. Perform annual due diligence reviews to validate such primary servicers
continued compliance with the servicing requirements stated in the Company's
Seller's/Servicer's Guide.
3. Perform monthly primary servicer reviews of compliance with reporting and
remittance requirements.
4. In the event of continued non-compliance with corrective action plans and
procedures, seek termination of servicing rights, with cause.
/s/ Greg Gibson
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Greg Gibson
Senior Vice President, Servicing
GE Capital Mortgage Services, Inc.
