BCAP LLC Trust 2007-AA1 · 10-K · For 3/31/08

Filed On 3/31/08 12:45pm ET   ·   SEC File 333-133181-04   ·   Accession Number 1020242-8-300

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                          9±    42K 
 2: EX-35.2     Servicer Compliance Statement for Asset-Backed         5     21K 
                          Securities                                             
 3: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 4: EX-33.1     Report of Compliance with Servicing Criteria for       8     62K 
                          Asset-Backed Securities                                
 5: EX-33.2     Report of Compliance with Servicing Criteria for       7     53K 
                          Asset-Backed Securities                                
 6: EX-33.3     Report of Compliance with Servicing Criteria for       9     61K 
                          Asset-Backed Securities                                
 7: EX-33.4     Report of Compliance with Servicing Criteria for       2±    13K 
                          Asset-Backed Securities                                
 8: EX-33.5     Report of Compliance with Servicing Criteria for       2     18K 
                          Asset-Backed Securities                                
 9: EX-34.1     Attestation Report on Assessment of Compliance         2     13K 
                          with Servicing Criteria for Asset-Backed               
                          Securities                                             
10: EX-34.2     Attestation Report on Assessment of Compliance         2     14K 
                          with Servicing Criteria for Asset-Backed               
                          Securities                                             
11: EX-34.3     Attestation Report on Assessment of Compliance         2     13K 
                          with Servicing Criteria for Asset-Backed               
                          Securities                                             
12: EX-34.4     Attestation Report on Assessment of Compliance         2±    12K 
                          with Servicing Criteria for Asset-Backed               
                          Securities                                             
13: EX-34.5     Attestation Report on Assessment of Compliance         2     15K 
                          with Servicing Criteria for Asset-Backed               
                          Securities                                             
14: EX-35.1     Servicer Compliance Statement for Asset-Backed         2     10K 
                          Securities                                             

10-K   ·   Annual Report
Document Table of Contents

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549

 FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
EXCHANGE ACT OF 1934                                          

For the fiscal year ended December 31, 2007                           

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934                                                  

For the transition period to __________ from _______________          

Commission file number of issuing entity: 333-133181-04               

 BCAP LLC Trust 2007-AA1
(Exact name of Issuing Entity as specified in its Charter)  

BCAP LLC    
(Exact name of depositor as specified in its Charter)     

Sutton Funding LLC      
(Exact name of sponsor as specified in its Charter)   

Barclays Bank PLC       
(Exact name of sponsor as specified in its Charter)   

                         Group I Pooling Tier REMIC 1 20-8658608
                         Group I Pooling Tier REMIC 2 20-8658657
                             Group I Lower Tier REMIC 20-8658740
                             Group I Upper Tier REMIC 20-8658802
                        Group II Pooling Tier REMIC 1 26-0313062
                        Group II Pooling Tier REMIC 2 26-0313079
                            Group II Lower Tier REMIC 26-0313106
                            Group II Upper Tier REMIC 26-0313141
            New York                    Grantor Trust 20-7314552
    (State or other jurisdiction                  (I.R.S. Employer
    incorporation or organization                Identification Number
          of issuing entity)                        of issuing entity)

c/o Deutsche Bank National Trust Company                    
1761 East St. Andrew Place                                  
Santa Ana, California                                  92705
(Address of principal executive offices                     (Zip Code of      
   of issuing entity)                                issuing entity)

Issuing Entity's telephone number, including area code: 
(714) 247-6000    

Securities registered pursuant to Section 12(b) of the Act: 
None. 

Securities registered pursuant to Section 12(g) of the Act: 
None. 

Indicate by check mark if the registrant is a well-known seasoned     
issuer, as defined in Rule 405 of the Securities Act.  Yes [ ]  No[X] 

Indicate by check mark if the registrant is not required to file      
   reports pursuant to Section 13 or Section 15(d) of the Act.  Yes[ ] No[X]

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
  that the registrant was required to file such reports), and (2) has been
    subject to such filing requirements for the past 90 days.  Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not   
contained herein, and will not be contained, to the best of the       
registrant's knowledge, in definitive proxy or information statements 
  incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.                         Not Applicable.            

Indicate by check mark whether the registrant is a large accelerated  
filer, an accelerated filer, or a non-accelerated filer or a smaller  
reporting company.  See definitions of "large accelerated filer,"     
"accelerated filer" and "smaller reporting company" in Rule 12b-2     
of the Exchange Act.  (Check One):                                    

Large accelerated filer [  ]  Accelerated Filer [  ]                
   Non-accelerated Filer [X] (Do not Check if a smaller reporting company)
Smaller reporting company [  ]                                      

Indicate by check mark whether the registrant is a shell company (as  
defined in Rule 12b-2 of the Act).  [  ] Yes  [X] No                  

State the aggregate market value of the voting and non-voting common  
equity held by non-affiliates computed by reference to the price at   
which the common equity was last sold, or the average bid and asked   
price of such common equity, as of the of the last business day of    
the registrant's most recently completed second fiscal quarter.       

Not Applicable.                                                       

DOCUMENTS INCORPORATED BY REFERENCE                                   

See Item 15(a).                                                       

PART I

ITEM 1.  Business.                                                    

Not Applicable.                                                       

ITEM 1A.  Risk Factors.                                               

Not Applicable.                                                       

ITEM 1B.  Unresolved Staff Comments.                                  

None.                                                                 

ITEM 2.  Properties.                                                  

Not Applicable.                                                       

ITEM 3.  Legal Proceedings.                                           

Not Applicable.                                                       

ITEM 4.  Submission of Matters to a Vote of Security Holders.         

Not Applicable.                                                       

PART II 

ITEM 5.  Market for Registrant's Common Equity, Related Stockholder   
Matters and Issuer Purchases of Equity Securities.                    

Not Applicable.                                                       

ITEM 6.  Selected Financial Data.                                     

Not Applicable.                                                       

  ITEM 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.                                                

Not Applicable.                                                       

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk. 

Not Applicable.                                                       

ITEM 8.  Financial Statements and Supplementary Data.                 

Not Applicable.                                                       

  ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.                                                 

Not Applicable.                                                       

ITEM 9A.  Controls and Procedures.                                    

Not Applicable.                                                       

ITEM 9A(T).  Controls and Procedures.                                 

Not Applicable.                                                       

ITEM 9B. Other Information.                                           

None.                                                                 

PART III

ITEM 10.  Directors, Executive Officers and Corporate Governance.     

Not Applicable.                                                       

ITEM 11.  Executive Compensation.                                     

Not Applicable.                                                       

  ITEM 12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.                  

Not Applicable.                                                       

ITEM 13.  Certain Relationships and Related Transactions, and         
Director Independence.                            

Not Applicable.                                                       

ITEM 14.  Principal Accounting Fees and Services.                     

Not Applicable.                                                       

 ADDITIONAL ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)

   Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

 No single obligor represents 10% or more of the pool assets held by the
issuing entity.                                                       

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider    
Information.                                                          

No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this         
transaction as described under Item 1114(a) of Regulation AB.         

Item 1115(b) of Regulation AB, Certain Derivative Instruments.        

Barclays Bank PLC provides interest rate swap derivative instruments  
for the issuing entity.  No additional disclosure is necessary        
because the aggregate significance percentage for the interest rate   
swaps is less than 10%.                                               

Item 1117 of Regulation AB, Legal Proceedings.                        

Legal Proceedings Regarding Countrywide Financial Corporation                   

Pursuant to a Form 10-K filed by Countrywide Financial Corporation ("the        
Company") on February 29, 2008 (Commission File No. 001-8422; CIK No.           
0000025191), the parent of Countrywide Home Loan Servicing LP, one of the       
servicers and original loan sellers, the Company stated that various            
lawsuits alleging claims for derivative relief on behalf of the Company and     
securities, retirement plan, and other class action suits have recently been    
brought against us and certain current and former officers, directors and       
retirement plan administrators in either federal district court in Los          
Angeles, California, or state superior court in Los Angeles, or state court     
in Delaware.  The Company stated that among other things, these lawsuits        
allege breach of state law fiduciary duties and violation of the federal        
securities laws and the Employee Retirement Income Security Act of 1974         
("ERISA").  The Company stated that these cases allege, among other things,     
that the Company did not disclose complete and accurate information about       
mortgage lending practices and financial condition. The Company stated that     
shareholder derivative cases brought in federal court are brought on the        
Company's behalf and do not seek recovery of damages from the Company.          

The Company stated that two consolidated cases alleging claims for derivative   
relief on behalf of the Company are also pending in federal district court in   
Delaware, and allege, among other things, that certain of the Company's proxy   
filings contain incorrect statements relating to the compensation of the        
Chief Executive Officer.                                                        

The Company stated that various class action lawsuits relating to the           
proposed merger with Bank of America have been filed in the state courts of     
California and Delaware on behalf of a proposed class of shareholders against   
the Company, the Company's directors and Bank of America.  The Company stated   
that the class action lawsuits filed in state court in California have been     
removed to federal court in Los Angeles and that these lawsuits allege that     
the Company's directors breached their fiduciary duties to the Company's        
shareholders by entering into the merger agreement with Bank of America and     
that Bank of America allegedly aided and abetted those alleged breaches.  The   
Company stated that, similarly, the plaintiffs in the shareholder derivative    
lawsuits brought in California state and federal court recently have amended    
their complaints to add similar class action allegations relating to the        
proposed merger with Bank of America.                                           

The Company stated that it is difficult to predict the resulting outcome of     
these proceedings, particularly where investigations and proceedings are in     
early stages.  The Company stated that given the inherent difficulty in         
predicting the outcome of legal proceedings, the Company cannot estimate        
losses or ranges of losses for legal proceedings where there is only a          
reasonable possibility that a loss may be incurred, such as those discussed     
in the two immediately preceding paragraphs.  The Company stated that it        
provides for potential losses that may arise out of legal proceedings to the    
extent such losses are deemed probable and can be estimated.  The Company       
stated that although the ultimate outcome of the legal proceedings discussed    
above cannot be ascertained at this time, the Company believes that any         
resulting liability will not materially affect the consolidated financial       
position; such resolution, however, could be material to operating results      
for a particular future period depending upon the outcome of the proceedings    
and the operating results for a particular period. The Company stated that      
its assessment is based, in part, on the existence of insurance coverage.       

Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.                                                 

The information regarding this Item has been previously filed in      
     a 424(b)(5) filed on February 28, 2007 (Commission File No. 333-133181-04).

    Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

See Exhibits 33 and 34.                                               

Item 1123 of Regulation AB, Servicer Compliance Statement.            

See Exhibit 35.                                                       

 PART IV

ITEM 15. Exhibits, Financial Statement Schedules.                     

(a) Exhibits.                                                         

(1) Not Applicable.                                             

(2) Not Applicable.                                             

(3)                                                             

      Exhibit 4 was filed as part of the Registrant's Current Report on Form
      8-K filed on March 14, 2007 (Commission File No. 333-133181-04) and is
incorporated by reference herein.                               

     Exhibit 4 Trust Agreement, dated as of February 1, 2007, by and among
 BCAP LLC, as depositor, Wells Fargo Bank, N.A., as custodian, and
Deutsche Bank National Trust Company, as trustee.               

(31) Rule 13a-14(d)/15d-14(d) Certification.                    

(33) Reports on assessment of compliance with servicing criteria
for asset-backed securities.                          

          Exhibit 33.1 Countrywide Home Loans Servicing LP's Annual Report
     on Assessment of Compliance for Year End December 31, 2007.

         Exhibit 33.2 IndyMac Bank, F.S.B.'s Annual Report on Assessment
of Compliance for Year End December 31, 2007.         

     Exhibit 33.3 Newport Management Corporation's Annual Report
     on Assessment of Compliance for Year End December 31, 2007.

           Exhibit 33.4 Wells Fargo Bank, N.A.'s Annual Report on Assessment
of Compliance for Year End December 31, 2007.         

    Exhibit 33.5 Deutsche Bank National Trust Company's Annual
Report on Assessment of Compliance for Year End       
December 31, 2007.                                    

(34) Attestation reports on assessment of compliance with       
servicing criteria for asset-backed securities.       

     Exhibit 34.1 Attestation Report on Assessment of Compliance
      with Servicing Criteria for Countrywide Home Loans Servicing
    LP's Report (Exhibit 33.1) for Year End December 31, 2007.

     Exhibit 34.2 Attestation Report on Assessment of Compliance
   with Servicing Criteria for IndyMac Bank, F.S.B.'s Report
(Exhibit 33.2) for Year End December 31, 2007.        

     Exhibit 34.3 Attestation Report on Assessment of Compliance
      with Servicing Criteria for Newport Management Corporation's
Report (Exhibit 33.3) for Year End December 31, 2007. 

     Exhibit 34.4 Attestation Report on Assessment of Compliance
     with Servicing Criteria for Wells Fargo Bank, N.A.'s Report
(Exhibit 33.4) for Year End December 31, 2007.          

     Exhibit 34.5 Attestation Report on Assessment of Compliance
  with Servicing Criteria for Deutsche Bank National Trust
         Company's Report (Exhibit 33.5) for Year End December 31, 2007.

(35) Servicer compliance statement.                             

   Exhibit 35.1 Countrywide Home Loans Servicing LP's Annual
 Statement of Compliance for Year End December 31, 2007.

           Exhibit 35.2 IndyMac Bank F.S.B.'s Annual Statement of Compliance
for Year End December 31, 2007.                       

(b) See (a) 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: BCAP LLC,             
(Depositor)       

                 By:  /s/ Tom Hamilton
                  Tom Hamilton
                   President and
                             Chief Executive Officer
                                (Senior Officer in Charge of
                                      Securitization of the Depositor)

Date: March 28, 2008                                                  

EXHIBIT INDEX                                                         

      Exhibit 4 was filed as part of the Registrant's Current Report on Form
      8-K filed on March 14, 2007 (Commission File No. 333-133181-04) and is
incorporated by reference herein.                               

     Exhibit 4 Trust Agreement, dated as of February 1, 2007, by and among
 BCAP LLC, as depositor, Wells Fargo Bank, N.A., as custodian, and
Deutsche Bank National Trust Company, as trustee.               

(31) Rule 13a-14(d)/15d-14(d) Certification.                    

(33) Reports on assessment of compliance with servicing criteria
for asset-backed securities.                          

          Exhibit 33.1 Countrywide Home Loans Servicing LP's Annual Report
     on Assessment of Compliance for Year End December 31, 2007.

         Exhibit 33.2 IndyMac Bank, F.S.B.'s Annual Report on Assessment
of Compliance for Year End December 31, 2007.         

     Exhibit 33.3 Newport Management Corporation's Annual Report
     on Assessment of Compliance for Year End December 31, 2007.

           Exhibit 33.4 Wells Fargo Bank, N.A.'s Annual Report on Assessment
of Compliance for Year End December 31, 2007.         

    Exhibit 33.5 Deutsche Bank National Trust Company's Annual
Report on Assessment of Compliance for Year End       
December 31, 2007.                                    

(34) Attestation reports on assessment of compliance with       
servicing criteria for asset-backed securities.       

     Exhibit 34.1 Attestation Report on Assessment of Compliance
      with Servicing Criteria for Countrywide Home Loans Servicing
    LP's Report (Exhibit 33.1) for Year End December 31, 2007.

     Exhibit 34.2 Attestation Report on Assessment of Compliance
   with Servicing Criteria for IndyMac Bank, F.S.B.'s Report
(Exhibit 33.2) for Year End December 31, 2007.        

     Exhibit 34.3 Attestation Report on Assessment of Compliance
      with Servicing Criteria for Newport Management Corporation's
Report (Exhibit 33.3) for Year End December 31, 2007. 

     Exhibit 34.4 Attestation Report on Assessment of Compliance
     with Servicing Criteria for Wells Fargo Bank, N.A.'s Report
(Exhibit 33.4) for Year End December 31, 2007.          

     Exhibit 34.5 Attestation Report on Assessment of Compliance
  with Servicing Criteria for Deutsche Bank National Trust
         Company's Report (Exhibit 33.5) for Year End December 31, 2007.

(35) Servicer compliance statement.                             

   Exhibit 35.1 Countrywide Home Loans Servicing LP's Annual
 Statement of Compliance for Year End December 31, 2007.

           Exhibit 35.2 IndyMac Bank F.S.B.'s Annual Statement of Compliance
for Year End December 31, 2007.                       

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		2/1/07
		2/28/07		424B5
		3/14/07		8-K
		12/31/07
		2/29/08
		3/28/08
Filed On / Filed As Of / For The Period Ended		3/31/08
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