10-K/A 1 ace02he3_form10ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-45458-07 Ace Securities Corp. Home Equity Loan Trust Asset-Backed Pass-Through Certs. Series 2002-HE3 (Exact name of registrant as specified in its charter) New York Pending (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.) Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc..) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Omitted. Item 2. Properties. See Item 14(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trusts created under the Pooling and Servicing Agreement (the Trusts), the Trustee, the Servicer or the registrant with respect to the Trusts other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for registrant's Common Equity and Related Stockholder Matters. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2002, the number of holders of record for each class of Certificate were as follows: Class A-1 1 Class A-2A 1 Class A-2B 1 Class A-2C 1 Class A-IO 2 Class CE 1 Class M-1 4 Class M-2 4 Class M-3 4 Class P 1 Class R-1 1 Class R-2 1 Class R-3 1 Total: 23 Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. See Item 14(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K. 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. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Controls and Procedures. Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Exhibits (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2002. ~~a) Fairbankscapital Corp, as Servicer b) Wells Fargo Home Mortgage, Inc, as Servicer~~

(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002. ~~a) Fairbankscapital Corp, as Servicer b) Wells Fargo Home Mortgage, Inc, as Servicer~~

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002. ~~a) Fairbankscapital Corp, as Servicer b) Wells Fargo Home Mortgage, Inc, as Servicer~~

(99.4) No distributions to Certificate Holders were made during the fiscal period covered by this report. (99.5) Reliance Certifications Mandated under the Pooling and Servicing Agreement for the year ended December 31, 2002. a) Fairbankscapital Corp, as Servicer b) Wells Fargo Home Mortgage, Inc, as Servicer No reports on Form 8-K have been filed during the last quarter of the period covered by this report. (c) Not applicable. (d) Omitted. Filed Herewith. Certification has been received. 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: Ace Securities Corp. Home Equity Loan Trust Asset-Backed Pass-Through Certs. Series 2002-HE3 (Registrant) Signed: Wells Fargo Bank Minnesota, N.A. as Master Servicer By: Kristen Ann Cronin, Vice President By: /s/ Kristen Ann Cronin, Vice President Dated: July 17, 2003 Sarbanes-Oxley Certification I, Kristen Ann Cronin, 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 Ace Securities Corp. Home Equity Loan Trust Asset-Backed Pass-Through Certs. Series 2002-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 respnsible for reviewing the activities performed by the master 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 master servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Fairbankscapital Corp, as Servicer and Wells Fargo Home Mortgage Inc., as Servicer. Date: 7/17/03 /s/ Kristen Ann Cronin Signature Vice President Title 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. (a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions. (a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders. EX 99.1 (a) Ernst & Young Ernst & Young LLP 725 South Figueroa Street Los Angeles, California 90017 Phone: (213) 977-3200 www.ey.com Report on Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Board of Directors Fairbanks Capital Corp. We have examined management's assertion, included in the accompanying report titled Report of Management, that Fairbanks Capital Corp., a wholly owned subsidiary of Fairbanks Capital Holding Corp., (the "Company") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") during the year ended December 31, 2002. Management is responisble for the Company's compliance with those requirements. 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 those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified requirements. In our opinion, management's assertion that the Company complied with the aforementioned requirements during the year ended December 31, 2002, is fairly stated, in all material respects. /s/ Ernst & Young LLP January, 20 2003 Ernst & Young LLP is a member of Ernst & Young International, Ltd. EX 99.1 (b) KPMG (logo) 2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309 INDEPENDENT ACCOUNTANTS' REPORT The Board of Directors Wells Fargo Home Mortgage: We have examined management's assertion dated February 25, 2003 that Wells Fargo Home Mortgage complied with the minimum servicing standards set forth 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, 2002. Management is responsible for Wells Fargo Home Mortgage's compliance with those minimum standards. Our responsibility is to express an opinion on management's assertion about Wells Fargo Home Mortgage's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Wells Fargo Home Mortgage'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 Wells Fargo Home Mortgage's compliance with the minimum servicing standards. In our opinion, management's assertion that Wells Fargo Home Mortgage complied with the aforementioned minimum servicing standard as of and for the year ended December 31, 2002, is fairly stated, in all material respects. /s/ KPMG LLP February 25, 2003 KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss association. EX 99.2 (a) Fairbanks Capital Corp. Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of Fairbanks Capital Corp. (the "Company"), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of the Bank's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2002 and for the year then ended. Based on this evaluation, we assert that during the year ended December, 31 2002, the Company complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for the same period, the Bank had in effect a fidelity bond in the amount of $38,000,000 and an errors and omissions policy in the amount of $10,000,000. /s/ Thomas D. Basmajian Thomas D. Basmajian Chief Executive Officer /s/ Anthony O'Boyle Beirne Anthony O'Boyle Beirne Executive Vice President and Chief Financial Officer /s/ Barbara K. Wing Barbara K. Wing Controller January, 20 2003 3815 South West Temple * Salt Lake City, Utah 84115-4417 P.O. Box 65250 * Salt Lake City, Utah 84165-0250 Telephone (801) 293-1883 * Fax (801) 293-1297 EX 99.2 (b) Wells Fargo Home Mortgage (logo) 1 Home Campus Des Moines, IA 50328-0001 Management Assertion As of and for the year ended December 31, 2002, Wells Fargo Home Mortgage Inc. 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, Wells Fargo Home Mortgage Inc. had in effect a fidelity bond along with an errors and omissions policy in the amounts of $100 million and $20 million, respectively. /s/ Pete Wissinger February 25, 2003 Pete Wissinger Chief Executive Officer /s/ Michael J. Heid February 25, 2003 Michael J. Heid Executive Vice President /s/ Robert Caruso February 25, 2003 Robert Caruso Senior Vice President Loan Servicing EX 99.3 (a) FAIRBANKS CAPITAL CORP. Agreement: Loan Agreements Listed in Schedule Wells Fargo Dated: See Attached Schedule ANNUAL STATEMENT AS TO COMPLIANCE In accordance with the applicable section in each of the Pooling and Servicing Agreements specified: i. a review of the activities of the Servicer during the year ended December 31, 2002 and of performance under this Agreement has been made under such officer's supervision; and ii. to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year. March 11, 2003 /s/ William P. Garland William P. Garland President Fairbanks Capital Corp. 3815 SOUTH WEST TEMPLE SALT LAKE CITY, UTAH 84115-4412 P.O. BOX 65250 SALT LAKE CITY, UTAH 84165-0250 TELEPHONE (801) 293-1883 FACSIMILE (801) 293-1297 Schedule Wells Fargo Fairbanks Capital Corp. as Servicer, Lehman Capital as Seller and Wells Fargo Bank, MN NA, as Master Servicer - Amortizing Residential Collateral Mortgage Pass-Through Certificates, Series 2001-BC6 10/01/2001 Assignment and Assumption Agreement by and among Fidelity Funding Mortgage Corp., Fairbanks Capital Corp., and Cargill Financial Services Corporation relating to Fidelity Funding Home Equity Loan Trust 1997-1 06/01/1999 Sale and Servicing Agreement among ITLA Mortgage Loan Securitization 2002-1, L.L.C., Issuer, ITLA Capital Corporation, Seller and Master Servicer, Fairbanks Capital Corp., Servicer, Wells Fargo Bank Minnesota, National Association, Trustee and Wells Fargo Bank Minnesota, National Association, Backup Servicer 03/01/2002 Pooling and Servicing Agreement - Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc., Seller, Fairbanks Capital Corp., Servicer, and Wells Fargo Bank Minnesota NA, Trustee-Asset Backed Securities Corporation Home Equity Loan Trust 2002-HE2 05/01/2002 DLJ Mortgage Acceptance Corp., Depositor, PNC Mortgage Securities Corp., Seller and Servicer, DLJ Mortgage Capital, Inc., Seller, Calmco Servicing L.P., Servicer and Special Servicer, Old Kent Mortgage Company, Servicer, and Wells Fargo Bank Minnesota, N.A., Trustee - Pooling and Servicing Agreement - DLJ ABS Trust 2000-3 09/01/2000 ACE Securities Corp., Depositor, Wells Fargo Bank Minnesota, National Association, Master Servicer and Securities Administrator and Bank One, National Association, Trustee - Pooling and Servicing Agreement - ACE Securities Corp. Home Equity Loan Trust, Series 2002-HE3 12/01/2002 EX 99.3 (b) Wells Fargo Home Mortgage (logo) One Home Campus Des Moines, IA 50328-0001 March 31, 2003 Re: 2002 Annual Certification We hereby certify to the best of our knowledge and belief that for the calendar year of 2002: 1. All real estate taxes, bonds assessments and other lienable items have been paid. 2. All FHA mortgage insurance, private mortgage insuarance premiums, and flood insurance have been paid (if applicable). 3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid. 4. We have made all property inspections as required. 5. Fidelity bond and Errors and Omissions insurance coverage currently exits. 6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or similar agreements and to the best of this officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year, or if there has been a default or failure of the servicer to perform any such duties, responsibilites or obligations, a description of each default or failure and the nature and status has been reported. Sincerely, /s/ John B. Brown John B. Brown Vice President Wells Fargo Home Mortgage Inc.

ACE SECURITIES CORP HOME EQ LN TR SE 02 HE3 AS BK PS TR CRT 10-K/A