EXHIBIT 99.2

             Report of Independent Registered Public Accounting Firm

The Board of Directors
Impac Funding Corporation

We have examined Impac Funding Corporation's (a wholly-owned subsidiary of Impac
Mortgage Holdings, Inc., the "Master Servicer") compliance with the requirements
for Master Servicer detailed in Exhibit A - Master Servicing Requirements (the
"Specified Requirements") to Management's Assertion on Master Servicing for the
year ended December 31, 2005. Management is responsible for compliance with
these requirements. Our responsibility is to express an opinion on Impac Funding
Corporation'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 concerning Impac
Funding Corporation'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 Impac Funding
Corporation's compliance with Specified Requirements.

Impac Funding Corporation uses sub-servicing organizations to perform certain of
the servicing obligations included in the Specified Requirements. We did not
examine the sub-servicers compliance with the Specified Requirements.

Our examination disclosed the following material noncompliance with the
Specified Requirements applicable to Impac Funding Corporation during the year
ended December 31, 2005.

o     Three of the sub-servicers, Cendant Mortgage Corporation, Countrywide Home
      Loans and Option One Mortgage Corporation, are allowed 48 hours to deposit
      payments into the protected accounts rather than 24 hours, as required in
      the Pooling and Servicing Agreements ("PSAs").

o     The Master Servicer does not cause one of the sub-servicers, Option One
      Mortgage Corporation, to deny mortgage payment forbearance for more than
      six months or during the last twelve months of the mortgage note term as
      required in the PSAs.

o     The Uniform Single Attestation Program for Mortgage Bankers ("USAP")
      letters and sub-servicer officer's certification for three of the
      sub-servicers, American Home loans, Columbia Equities and Decision One,
      were not available.

o     The Master Servicer does not cause the sub-servicers to provide an
      officer's certificate regarding the liquidation of a mortgage loan to the
      trustee within five business days after it is determined that all amounts
      expected to be recovered are actually recovered. As a result, the Master
      Servicer and the Indenture Trustee agreed that a monthly summary report is
      more operationally effective.
<PAGE>

o     The Master Servicer did not make available a sub-servicing agreement
      between the Master Servicer and two of the sub-servicers, Finance America
      and Encore, as required by the PSAs.

o     Fidelity bond and an errors and omission insurance policy was not
      available for one of the sub-servicers, American Home Mortgage loans, as
      required by the PSAs.

In our opinion, except for the material noncompliance matters described above,
Impac Funding Corporation complied, in all material respects, with the Specified
Requirements for the year ended December 31, 2005.

This report is intended solely for the information and use of Impac Funding
Corporation, Deutsche Bank National Trust Company, Wells Fargo Bank, N.A. and
Aurora Loan Services and is not intended to be and should not be used by anyone
other than these specified parties.

March 23, 2006


/s/Ernst & Young LLP
<PAGE>

                    MANAGEMENT ASSERTION ON MASTER SERVICING

      As of and for the year ended December 31, 2005, Impac Funding Corporation
      has complied in all material respects with the requirements for Master
      Servicer as detailed in Exhibit A - Master Servicing Requirements relating
      to the securitizations listed in Exhibit B - List of Securities to this
      letter, except for the areas as detailed in this assertion.

      The following is a listing of the specific requirements, as detailed in
      Exhibit A, that the Master Servicer was not in compliance with as of and
      for the year ended December 31, 2005.

      1. The Master Servicer has entered into sub-servicing agreements with
      sub-servicer for the servicing and administration of the mortgage loans.

      o     The Master Servicer did not make available sub-servicing agreement
            between the Master Servicer and two of the sub-servicers, Finance
            America and Encore, as required by the PSAs.

      2. The Master Servicer collects or causes to be collected, payments under
      the terms of the mortgage note. The Master Servicer or related
      sub-servicer may:

            b. Suspend or reduce, or permit to be suspended or reduced, regular
            monthly payments for a period of up to six-months, provided that
            monthly payments may not be suspended during the twelve months prior
            to final maturity.

      o     The Master Servicer does not cause one of the sub-servicers, Option
            One Mortgage Corporation, to deny mortgage payment forbearance for
            more than six months or during the last twelve months of the
            mortgage note term as required in the PSAs. Option One sub-services
            18 loans that are in IMPAC CMB 2003-10, representing less than 1% of
            the Security Balance as of December 31, 2005.

      3. The Master Servicer shall within five days of determining that all
      amounts which it expects to recover from a mortgage loan have been
      recovered, provide to the Indenture Trustee a certificate of an Officer
      that such mortgage loan has become a Liquidated mortgage loan.

      o     The Master Servicer does not cause the sub-servicers to provide an
            officer's certificate regarding the liquidation of a mortgage loan
            to the trustee within five business days after it is determined that
            all amounts expected to be recovered are actually recovered; As a
            result, the Master Servicer and the Indenture Trustee agreed that a
            monthly summary report is more operationally effective.
<PAGE>

      4. The Master Servicer shall establish a segregated account in the name of
      the Indenture Trustee into which payments collected on the mortgage notes
      are deposited within one business day.

      o     Three of the sub-servicers, Cendant Mortgage Corporation,
            Countrywide Home Loans and Option One Mortgage Corporation, are
            allowed 48 hours to deposit payments into the protected accounts
            rather than 24 hours, as required in the PSAs.

      9. The Master Servicer shall obtain and maintain and shall cause each
      sub-servicer to obtain and maintain a fidelity bond and an errors and
      omissions insurance policy.

      o     Fidelity bond and an Errors and omission insurance policy was not
            available for one of the sub-servicer, American Home Mortgage, as
            required by the PSAs.

      15. The Master Servicer shall obtain from the sub-servicer:

            b. An independent certified public accountant's attestation report
            on whether such sub-servicer has complied with the minimum servicing
            standards set forth in the Uniform Single Attestation Program for
            Mortgage Bankers (USAP).

      o     The Uniform Single Attestation Program for Mortgage Bankers ("USAP")
            letters and sub-servicer officer's certification for three of the
            sub-servicers, American Home loans, Columbia Equities, and Decision
            One, were not available.
<PAGE>

                  IMPAC FUNDING CORPORATION

                  March 23, 2006


                  /s/ Joe Tomkinson
                  ----------------------------------------
                  Joe Tomkinson
                  Chief Executive Officer


                  /s/ Richard Johnson
                  ----------------------------------------
                  Richard Johnson
                  Chief Financial Officer


                  /s/ Mohammad Younus
                  ----------------------------------------
                  Mohammad Younus
                  Senior Vice President Default Management


                  /s/ Mario R. Fegan
                  ----------------------------------------
                  Mario R. Fegan
                  Vice President Master Servicing
<PAGE>

                                    Exhibit A
                          Master Servicing Requirements

1     The Master Servicer has entered into sub-servicing agreements with
      sub-servicer for the servicing and administration of the mortgage loans.

2     The Master Servicer collects or causes to be collected, payments under the
      terms of the mortgage note. The Master Servicer or related sub-servicer
      may:

      a     Waive or permit to be waived, any late payment charge, prepayment
            penalty, assumption fee, or any penalty interest. b Suspend or
            reduce, or permit to be suspended or reduced, regular monthly
            payments for a period of up to six-months, provided that monthly
            payments may not be suspended during the twelve months prior to
            final maturity.

      3     The Master Servicer shall within five days of determining that all
            amounts which it expects to recover from a mortgage loan have been
            recovered, provide to the Indenture Trustee a certificate of an
            Officer that such mortgage loan has become a Liquidated mortgage
            loan.

4     The Master Servicer shall establish a segregated account in the name of
      the Indenture Trustee into which payments collected on the mortgage notes
      are deposited within one business day.

5     Each subservicer shall remit to the Master Servicer all scheduled or
      expected collections on the mortgage loans no later than the eighteenth
      (18th) day of each month.

6     The Master Servicer may withdraw from the Collection Account amounts on
      deposit that are attributable to the mortgage loans for the following
      purposes:

      a     To deposit by the third business day prior to each payment date, the
            funds required to be distributed to the investors.

      b     To pay to itself, or reimburse itself or any sub-servicer for any
            allowable advances or expenses.

7     The Master Servicer shall establish and maintain, or cause a sub-servicer
      to establish and maintain, a servicing account held in trust for the
      Indenture Trustee, into which collections from mortgagors for the payment
      of the taxes, assessments and insurance premiums shall be deposited.

8     Master Servicer shall maintain and keep, or cause each sub-servicer to
      maintain and keep, with respect to each mortgage loan, Hazard Insurance.
<PAGE>

9     The Master Servicer shall obtain and maintain and shall cause each
      sub-servicer to obtain and maintain a fidelity bond and an errors and
      omissions insurance policy.

10    The Master Servicer shall provide to the Indenture Trustee on an annual
      basis an Officer's Certificate containing a Statement of Compliance with
      the applicable Servicing Agreement.

11    The Master Servicer shall cause the sub-servicer to file reports on
      interest received, foreclosures, abandonment and information related to
      cancellation of indebtedness in accordance with applicable state and
      federal income tax laws.

12    On each payment date, the Master Servicer shall deliver to the Indenture
      Trustee, a Remittance Report, which shall include an Officer Certification
      evidencing the amount of each realize loss, if any.

13    The Master Servicer shall advance and deposit in the custodial account,
      the shortfall between any mortgage payment that was due and is delinquent,
      and the scheduled mortgage payment expected to be collected from the
      mortgagor.

14    The Master Servicer deposits in the Collection Account an amount equal to
      the compensating interest.

15    The Master Servicer shall obtain from the sub-servicer:

      a     An annual statement of compliance (certification) stipulating that
            such sub-servicer has performed and fulfilled its duties,
            responsibilities, and obligations under the pooling and servicing
            agreement and its sub-servicing agreement.

      b     An independent certified public accountant's attestation report on
            whether such sub-servicer has complied with the minimum servicing
            standards set forth in the Uniform Single Attestation Program for
            Mortgage Bankers (USAP).
<PAGE>

                                    Exhibit B
                               List of Securities

IMPAC CMB 2002-4
IMPAC CMB 2002-6
IMPAC CMB 2002-8
IMPAC CMB 2002-9
IMPAC CMB 2003-1
IMPAC CMB 2003-2
IMPAC CMB 2003-3
IMPAC CMB 2003-4
IMPAC CMB 2003-5
IMPAC CMB 2003-6
IMPAC CMB 2003-7
IMPAC CMB 2003-8
IMPAC CMB 2003-9
IMPAC CMB 2003-10
IMPAC CMB 2003-11
IMPAC CMB 2003-12
IMPAC CMB 2004-1
IMPAC CMB 2004-2
IMPAC CMB 2004-3
IMPAC CMB 2004-4
IMPAC CMB 2004-5
IMPAC CMB 2004-6
IMPAC CMB 2004-7
IMPAC CMB 2004-8
IMPAC CMB 2004-9
IMPAC CMB 2004-10
IMPAC CMB 2004-11
IMPAC CMB 2005-1
IMPAC CMB 2005-2
IMPAC CMB 2005-3
IMPAC CMB 2005-4
IMPAC CMB 2005-5
IMPAC CMB 2005-6
IMPAC CMB 2005-7
IMPAC CMB 2005-8
IMPAC SAC 1998-F1
IMPAC SAC 1998-S3
IMPAC SAC 2000-3
IMPAC SAC 2001-2
IMPAC SAC 2001-3
IMPAC SAC 2001-4
IMPAC SAC 2001-5
IMPAC SAC 2001-6

<PAGE>

IMPAC SAC 2001-7
IMPAC SAC 2001-8
IMPAC SAC 2002-1
IMPAC SAC 2002-2
IMPAC SAC 2002-3
IMPAC SAC 2003-1
IMPAC SAC 2003-2
IMPAC SAC 2003-3
IMPAC SAC 2004-1
IMPAC SAC 2004-2
IMPAC SAC 2004-3
IMPAC SAC 2004-4
IMPAC SAC 2005-1
IMPAC SAC 2005-2
LEHMAN BROTHERS BANK 9/1/1999
PFCA HM EQTY INVMT TR 2002-IFC1
PFCA HM EQTY INVMT TR 2002-IFC2
PFCA HM EQTY INVMT TR 2003-IFC3
PFCA HM EQTY INVMT TR 2003-IFC4
PFCA HM EQTY INVMT TR 2003-IFC5
PFCA HM EQTY INVMT TR 2003-IFC6
MALT 2005-6
SOUNDVIEW 2003-2
WELLS FARGO WHOLE LOAN