Item 1. Business.
Not Applicable.
Item 1A.
Item 1A. Risk Factors.
Not Applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Not Applicable.
Item 3.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement, the Trustee, any Servicer or the Registrant with respect to the trust other than routine litigation incidental to the duties of the respective parties.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Currently, there is no established secondary market for the Certificates known to the Registrant. As of December 31, 2005, the number of holders of each class of offered certificates was 67 based on records provided by DTC.
Item 6.
Item 6. Selected Financial Data
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial condition and Results of Operation.
Not Applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9B.
Item 9B. Other Information.
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11.
Item 11. Executive Compensation.
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not Applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
No reportable transactions have occurred.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not Applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Not Applicable.
(2) Financial Statement Schedules:
Not Applicable.
(3) Exhibits:
Rule 13a-14(a)/15d-14(a) Certification, filed as 31.1 hereto.
Annual Independent Accountant's Servicing Report concerning servicing activities, filed as Exhibit 99.1 hereto.
Report of Management as to Compliance with Minimum Servicing Standards, filed as Exhibit 99.2 herto.
Annual Statement as to Compliance, filed as Exhibit 99.3 herto.
Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2005, filed as Exhibit 99.4 hereto.
(b) Exhibits to this report are listed in Item (15)(a)(3)above.
(c) Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
By: /s/ Brian Bernard ----------------------------- Name: Brian Bernard
Title: President Date: March 31, 2006
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
EXHIBIT INDEX
Exhibit Description
31.1 Rule 13a-14(a)/15d-14(a) Certification
99.1 Annual Independent Accountant's Servicing Report
99.2 Report of Management as to Compliance with Minimum Servicing Standards
99.3 Annual Statement as to Compliance
99.4 Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2005
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification
J.P. Morgan Acceptance Corporation I, J.P. Morgan Mortgage Acquisition Corp., Asset-Backed Pass-Through Certificates, Series 2005-WMC1
I, Brian Bernard, the President of the Depositor, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution and servicing reports filed in respect of periods included in the year covered by this annual report, of J.P. Morgan Acquisition Corp. 2005-WMC1 (the "Trust");
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution information required to be prepared by the Securities Administrator based upon the servicing information required to be provided by the Servicer under the Pooling and Servicing Agreement is included in these reports;
4. Based on my knowledge and upon the annual compliance statements included in the report and required to be delivered to the Securities Administrator in accordance with the terms of the Pooling and Servicing Agreement and based upon the review required under the Pooling and Servicing Agreement, and except as disclosed in the report, the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement; and
5. The reports disclose all significant deficiencies relating to the Servicer's compliance with the minimum servicing standards based, in each case, upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing Agreement, that is included in these reports.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and Servicing Agreement, dated October 1, 2005, among J.P. Morgan Acceptance Corporation I, as depositor, J.P. Morgan Mortgage Acquisition Corp., as seller (the "Seller"), JPMorgan Chase Bank, National Association, as securities administrator (the "Securities Administrator") and servicer (the "Servicer"), and U.S. Bank National Association, as trustee (the "Trustee").
By: /s/ Brian Bernard ------------------------------------- Name: Brian Bernard Title: President
Dated: March 31, 2006
EXHIBIT 99.1 Annual Independent Accountant's Servicing Report --------------
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000
Report of Independent Auditors
To the Board of Directors and Stockholder of Chase Home Finance LLC:
We have examined management's assertion about Chase Home Finance LLC's (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2005 included in the accompanying management assertion (See Exhibit I). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.
/s/ PricewaterhouseCooper LLP - ----------------------------- March 13, 2006
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000
Report of Independent Auditors
To the Board of Directors and Stockholder of JPMorgan Chase Bank, National Association:
We have examined management's assertion about JPMorgan Chase Bank, National Association's (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") solely as they relate to standard VII, Insurance Policies (the "Applicable Standard"), as of and for the year ended December 31,2005 included in the accompanying management assertion. Management is responsible for the Company's compliance with the Applicable Standard. Our responsibility is to express an opinion on management's assertion about the Company's compliance, solely as it relates to the Applicable Standard based on our examination. The Company uses subservicing organizations to perform the servicing obligations subject to minimum servicing standards I-VI of USAP. We did not examine the Company's compliance with standards I-VI of USAP and, accordingly, do not express an opinion thereon.
Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the Applicable Standard 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 Applicable Standard.
In our opinion, management's assertion that the Company complied with the Applicable Standard solely as it relates to standard VII, Insurance Policies, as of and for the year ended December 31,2005 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP. - ---------------------------------------- March 13, 2006
EXHIBIT 99.2 Report of Management as to Compliance with Minimum Servicing Standards -------------------
Exhibit I
Mangement's Assertion Concerning Compliance with USAP Minimum Servicing Standards
March 13, 2006
As of and for the year ended December 31, 2005, Chase Home Finance LLC (the "Company") has complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). These Standards are applicable only to the Company's prime and subprime mortgage portfolios.
As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively.
/s/ Kim Greaves /s/ Jim Miller -------------------------- -------------------------- Kim Greaves Jim Miller Senior Vice President Senior Vice President Chase Home Finance LLC Chase Home Finance LLC
/s/ Scott Powell ------------------------- Scott Powell CEO Chase Home Finance LLC
CHASE
Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards
March 13, 2006
As of and for the year ended December 31, 2005, JPMorgan Chase Bank, National Association (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") solely as they relate to standard VII, Insurance Policies (the "Applicable Standard"). The Company uses subservicing organizations to perform the servicing obligations subject to minimum servicing standards I-VI of USAP.
As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively.
Attached to this Management Assertion are the independent auditors' reports on the subservicing organizations' compliance with the minimum servicing standards related to the servicing obligations performed.
/s/ Kim Greaves /s/ Jim Miller - ------------------------------ --------------------------------- Kim Greaves Jim Miller Vice President Vice President JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
/s/ Scott Powell - ------------------------------ Scott Powell Senior Vice President JPMorgan Chase Bank, N.A.
EXHIBIT 99.3 Annual Statement as to Compliance --------------
ANNUAL STATEMENT OF COMPLIANCE
Pursuant to the servicing agreement, the undersigned Officer, to the best of his/her knowledge, hereby certifies to the following:
I have reviewed the activities and performance of the Servicer and, during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of the Officer's knowledge, the Servicer has fulfilled all its duties, responsibilities or obligations under these Agreements throughout such year.
a) All property inspections have been completed.
b) Compliance relative to Adjustable Rate Mortgages has been met.
c) Compliance with IRS Foreclosure reporting regulations enacted as IRS Section 6060J by the Deficit Reduction Act, regarding Acquired and/or Abandonment property have been completed.
d) All loans serviced in states that have statutes requiring payment of interest on escrow/impound accounts have been completed.
e) That such Officer has confirmed that the Fidelity bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement are in full force and effect.
f) Enclosed is a copy of our most recent independent audit statement.
CERTIFIED BY: /s/ Kim Greaves Date: 3/13/06 ------------------------ Kim Greaves Vice President
/s/ Jim Miller Date: 3/13/06 ------------------------ Jim Miller Senior Vice President
JPMMT Securities
Investor# Agreement Name Agreement Date - --------- ------------------------------------------------- --------------
32E J.P. Morgan Mortgage Trust Pass-thru Cert 2004-S1 1/1/04 32J J.P. Morgan Mortgage Trust 2004-S1 8/1/04 601 JPMMAC 2005-FLD1 7/29/05 613 JPMMAC 2006-WMC1 10/27/05
EXHIBIT 99.4 Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2005 --------------