Item 1. Business
Information not provided pursuant to no action request.
Item 2.
Item 2. Properties
Pursuant to no action request, GMAC Mortgage Corporation's (the "Servicer") Annual Statement as to Compliance, dated March 31, 2005 is filed as Exhibit 99.1 under Item 15(a) hereof.
Item 3.
Item 3. Legal Proceedings
There are no material pending legal proceedings related to any series of Securities that involve the Trustee, Custodian, the Servicer or the Registrant with respect to any such series.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of Security Holders.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Matters.
(a) There is no established public trading market for the Securities.
The remaining information is not provided pursuant to no action request.
(b) Not applicable.
(c) Not applicable.
Item 6.
Item 6. Selected Financial Data
Information not provided pursuant to no action request.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Information not provided pursuant to no action request.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Financial Data
See the Servicer's Annual Statement of Compliance that is filed as Exhibit 99.1 under Item 15(a) hereof; see also report dated March 18, 2005 prepared by the Servicer's independent accountant, concerning the Servicer's servicing activities that is filed as Exhibit 99.2 under Item 15(a) hereof.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Information not provided pursuant to no action request.
Item 11.
Item 11. Executive Compensation
Information not provided pursuant to no action request.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by Item 201(d) of Regulation S-K is not applicable. Remaining information not provided pursuant to no action request.
Item 13.
Item 13. Certain Relationships and Related Transactions
Information not provided pursuant to no action request.
Item 14.
Item 14. Principal Accountant Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibit #
Rule 13a-14(a) Certifications 31
Officer's Annual Compliance Statements 99.1 GMAC Mortgage Corporation
GMAC Mortgage Corporation's Independent Auditor's 99.2 Report on the Uniform Single Audit Program for Mortgage Bankers
Audited financial statements for the year ended December 31, 2004 for Financial Security Assurance Holdings Ltd.*
(b) Not applicable (c) Information not provided pursuant to no action request.
____________________________________________________
*Incorporated by reference to the audited financial statements of Financial Security Assurance Holdings Ltd. filed with the Securities and Exchange Commission on March 30, 2005 as a part of its Annual Report on Form 10-K (Commission File # 001-12644) for the twelve-month period ended December 31, 2004.
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, thereto duly authorized, on this 30th day of March, 2005.
GMACM HOME EQUITY LOAN TRUST 2004-HE3
By: GMAC Mortgage Corporation, as Servicer
By: /s/ Frank Ruhl Name: Frank Ruhl Title: Vice President-Investor Reporting
Exhibit 31
CERTIFICATION
I, Frank Ruhl, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of GMACM Home Equity Loan Trust 2004-HE3.
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
Date: March 30, 2005
By: /s/ Frank Ruhl Name: Frank Ruhl Title: Vice President-Investor Reporting
Exhibit 99.1
OFFICER'S CERTIFICATE
GMAC MORTGAGE CORPORATION
I, William J. Maguire, hereby certify that I am the duly elected Senior Vice President of GMAC Mortgage Corporation (the "Servicer"), a corporation organized under the laws of the Commonwealth of Pennsylvania, that I have made such reasonable investigation as I have deemed necessary to deliver this Certificate, including discussions with responsible officers of the Servicer and further certify to the best of my knowledge as follows:
1. A review of the activities of the Servicer during the calendar year beginning January 1, 2004 and ending on December 31, 2004 (the "Calendar Year") and of its performance under the servicing agreements, including the servicing agreement dated as of June 30, 2004 (the "Servicing Agreement"), by and among the Servicer, the Issuer, and the Indenture Trustee, has been made under my supervision.
2. To the best of my knowledge, based on such review, the Servicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations in all material respects throughout the Calendar Year.
Capitalized terms not defined herein have the meanings set forth in the Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Servicer.
Dated: March 31, 2005 Re: GMACM Home Equity Loan Trust 2004-HE3
GMAC MORTGAGE CORPORATION
By: /s/ Willaim J. Maguire --------------------------------- Name: William J. Maguire Title: Senior Vice President
Exhibit 99.2
Report of independent auditors
To the Board of Directors and Stockholder of GMAC Mortgage Corporation:
We have examined management's assertion about GMAC Mortgage Corporation and its subsidiaries' (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") exclusive of standards I.4., III.3., III.4., V.3. and V.4., (collectively the "Applicable Standards") solely for the purposes of servicing the home equity loans underlying the Consumer Lending Portfolio as of and for the year ended December 31, 2004 included in the accompanying management assertion (see Exhibit I).
As the loans applicable to management's assertion are home equity loans, rather than first mortgage loans, certain USAP minimum servicing standards relating to escrows are not applicable. Therefore, USAP minimum servicing standards I.4., III.3., III.4., V.3. and V.4., were not addressed during our examination.
Management is responsible for the Company's compliance with those Applicable Standards. Our responsibility is to express an opinion exclusively on management's assertion about the entity's compliance with the Applicable Standards 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 Applicable 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 Applicable Standards.
In our opinion, management's assertion that the Company complied with the Applicable Standards solely for the purpose of servicing loans underlying the Consumer Lending Portfolio as of and for the year ended December 31, 2004 is fairly stated, in all material respects.
/s/PriceWaterhouseCoopers LLP March 18, 2005
MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE WITH USAP MINIMUM SERVICING STANDARDS
March 18, 2005
AS of and for the year ended December 31, 2004, GMAC Mortgage Corporation and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP").
AS of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $300,000,000 and $100,000,000, respectively.
/ s / David Applegate David Applegate Chief Executive Officer GMAC Residential Holding Corp.
/ s / Ralph Hall Chief Operating Officer GMAC Residential Holding Corp.
/ s / Tony Renzi Executive Vice President, National Servicing Administration GMAC Residential Holding Corp.
/ s / Jim Hillsman Chief Financial Officer GMAC Residential Holding Corp.