EXHIBIT 99.2


          Independent Auditor's Annual Servicer Compliance Certificate

               To Interstar Securitisation Management Pty Limited


SCOPE

We have  reviewed the  activities  of Interstar  Wholesale  Finance Pty Ltd (the
"Servicer")  for the purpose of determining  its  compliance  with the servicing
standards  contained  in the Master  Trust  Deed  dated 2 December  1999 and the
Investment   Management  Agreement  dated  3  December  1999  (collectively  the
"Documents")  (attached as Appendix 1), in relation to the Interstar  Millennium
Series 2002-1G, Interstar Millennium Series 2003-1G, Interstar Millennium Series
2003-3G,  Interstar  Millennium  Series 2003-5G and Interstar  Millennium Series
2004-2G  (collectively,  the  "Trusts") for the period from 1 January 2004 to 31
December  2004, in accordance  with the statement by the Division of Corporation
Finance of the  Securities and Exchange  Commission  dated 21 February 2003, and
our engagement letter dated 4 March 2005.

We have reviewed the servicing standards contained in the Agreement to enable us
to report on whether those servicing standards are similar to those contained in
the Uniform Single  Attestation  Program for Mortgage Bankers ("USAP") (attached
as Appendix 2), which  establishes  a minimum  servicing  standard for the asset
backed securities  market in the United States of America.  No equivalent of the
USAP exists in Australia.

The  management  of the Servicer is  responsible  for  maintaining  an effective
internal control  structure  including  internal control policies and procedures
relating to the servicing of mortgage  loans.  We have  conducted an independent
review  of the  servicing  standards  contained  in the  Agreement,  in order to
express  a  statement  on the  Servicer's  compliance  with  them  to  Interstar
Securitisation Management Pty Ltd.

Our review of the  servicing  standards has been  conducted in  accordance  with
Australian  Auditing Standards  applicable to performance audits and accordingly
included  such  tests  and   procedures  as  we  considered   necessary  in  the
circumstances.  In conducting our review we have also had regard to the guidance
contained in the USAP.  These  procedures  have been  undertaken to enable us to
report on whether  anything has come to our attention to indicate that there has
been  significant  deficiencies in the Servicer's  compliance with the servicing
standards  contained in the  Documents  for the period from 1 January 2004 to 31
December 2004 in respect of the Trusts.

A review is limited  primarily to inquiries of company  personnel and analytical
procedures  applied to the financial data.  These  procedures do not provide all
the  evidence  that would be required in an audit,  thus the level of  assurance
provided  is less than given in an audit.  We have not  performed  an audit and,
accordingly,  we do not express an audit opinion.  Our review did not include an
assessment of the adequacy of the servicing standards themselves.

This  statement  has  been  prepared  for  the use of  Interstar  Securitisation
Management Pty Ltd as at 31 December 2004 in accordance with the requirements of
the  statement  by the Division of  Corporation  Finance of the  Securities  and
Exchange  Commission  dated 21 February 2003, and the engagement  letter dated 4
March 2005.  We disclaim any  assumption of  responsibility  for any reliance on
this  review  statement,  to any  person  other  than  Interstar  Securitisation
Management Pty Ltd.

STATEMENT

Based on our review, which is not an audit, nothing has come to our attention to
indicate that;

o        there has been  significant  deficiencies in the Servicer's  compliance
         with the servicing standards contained in the Documents attached hereto
         as Appendix 1, in respect of the Trusts,  for the period from 1 January
         2004 to 31 December 2004 and;

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o        the servicing  standards  contained in the Documents are not similar to
         the  minimum  servicing  standards  contained  in  the  Uniform  Single
         Attestation  Program  for  Mortgage  Bankers  ("USAP"),  except for the
         following:

         o    Reconciliations  shall be  prepared  on a  monthly  basis  for all
              custodial bank accounts and related bank clearing accounts.  These
              reconciliations  shall be  mathematically  accurate,  be  prepared
              within  forty-five  (45)  calendar  days after the cutoff date, be
              reviewed  and  approved  by  someone  other  than the  person  who
              prepared  the   reconciliation   and  document   explanations  for
              reconciling  items.  These  reconciling  items  shall be  resolved
              within ninety (90) calendar days of their original identification;

         o    Funds of the  servicing  entity  shall be  advanced in cases where
              there is an overdraft in an investor's or a mortgagor's account.

         o    Escrow  funds held in trust for a  mortgagor  shall be returned to
              the  mortgagor  within  thirty (30) calendar days of payoff of the
              mortgage loan;

         o    Tax and insurance  payments shall be made on or before the penalty
              or insurance  policy  expiration  dates, as indicated on tax bills
              and insurance  premium notices,  respectively,  provided that such
              support has been received by the servicing  entity at least thirty
              (30) calendar days prior to these dates;

         o    Any late payment penalties paid in conjunction with the payment of
              any tax bill or  insurance  premium  notice shall be paid from the
              servicing entity's funds and not charged to the mortgagor,  unless
              the late payment was due to the mortgagor's error or omission;

         o    Adjustments on ARM loans  shall be computed  based on the  related
              mortgage note and any ARM rider;

         o    Escrow  accounts  shall  be  analyzed,   in  accordance  with  the
              mortgagor's loan documents, on at least an annual basis;

         o    Interest  on  escrow  accounts  shall be  paid,  or  credited,  to
              mortgagors in accordance with the applicable state laws;

         o    A fidelity bond and errors and omissions policy shall be in effect
              on the servicing  entity  throughout  the reporting  period in the
              amount  of  coverage  represented  to  investors  in  management's
              assertion.

Ernst & Young



/S/ T J COYNE
-----------------------
T J Coyne
Partner
Melbourne

18 March 2005

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                                   APPENDIX 1
  INTERSTAR WHOLESALE FINANCE PTY LIMITED (THE "SERVICER") SERVICING STANDARDS


A)  The following servicing standards are contained in the Investment Management
Agreement (IMA) dated 3 December 1999:

IMA 2.4 - Records

The Servicer will keep or cause to be kept proper  separate  accounting  records
and files of the Loans and Loan  Securities in relation to each  Relevant  Trust
and provide, collect and maintain such information as the Servicer may from time
to time in writing be  reasonably  required to  provide,  collect or maintain in
respect of those Loans and Loan  Securities in order to provide the Services and
perform its obligations under this Agreement.  Such accounting records and files
will be kept at the office of the  Servicer  or such other  place as approved by
the Trustee in writing and will be open to the  inspection of the Trustee and/or
the  authorised  agents of the Trustee.  The Servicer will allow such persons to
take copies of any such accounting records and files.


IMA 4.1 - Servicing Undertakings

The Servicer undertakes that at all times during the Term it will:

a)   (Notice  of  default)  give  notice  in  writing  to the  Trustee  and  the
     Designated  Rating  Agency of it becoming  aware of the  occurrence  of any
     Servicer Transfer Event;

b)   (Compliance with law)
     i)       maintain  in  effect  all  qualifications,   consents,   licenses,
              permits, approvals,  exemptions,  filings and registrations as may
              be required  under any applicable law in order properly to service
              the Loans and Loan  Securities  and to perform or comply  with its
              obligations under this agreement; and
     ii)      comply with all Laws in  connection  with  servicing the Loans and
              Loan Securities;

c) (Default) upon becoming aware that any default has occurred in respect of any
Loan:
     i)       promptly notify the Mortgage Insurer of that default in accordance
              with the provisions of the relevant Mortgage Insurance Policy;
     ii)      subject to obtaining  the prior  consent of the Mortgage  Insurer,
              promptly take such action as the Servicer  considers  necessary in
              relation  to such  default,  including:
              (A) serving any notice of default upon the Obligor or any other
                  party;
              (B) instituting and conducting legal proceedings against the
                  Obligor or any other party; and
              (C) taking all necessary steps and engaging all necessary persons
                  to sell the Subject Property pursuant to the exercise of the
                  power of sale authorised by the relevant Loan Security; and
     iii)     otherwise  enforce the Loan and Loan Security in accordance with
              the directions and requirements of the Mortgage Insurer;

d)   (Insurance Policies)
     i) enter into:
              (A) Mortgage Insurance Policies; and
              (B) General Insurance Policies,
                  for and on behalf of and in the name of the Trustee and/or the
                  mortgagee of a Loan Security  whenever  required to do so, and
                  ensure that the Trustee's and/or mortgagee's  interest is duly
                  noted and/or endorsed upon all such contracts;
     ii)      ensure by its conduct that no Mortgage Insurance Policy or General
              Insurance Policy in relation to the Loans and Loan Securities
              become invalid, unenforceable or lapse; and
     iii)     not commit, or allow or cause to be committed, any act or omission
              whereby any Mortgage  Insurance Policy or General Insurance Policy
              may be rendered void or voidable at the option of the insurer.

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<PAGE>

e)   (No  Security  Interests)  not consent to the  creation or existence of any
     Security  Interest in favour of a third party in relation to any  Mortgaged
     Property in  connection  with a Loan and the Loan  Security  (other than as
     contemplated by the relevant Transaction Documents):

     i)     without limiting sub-paragraph (e)(ii), unless priority arrangements
            are entered into with that third party under which the third party
            acknowledges that the Loan and Loan Security rank ahead in priority
            to the third party Security Interest on  enforcement for an amount
            not less than the Unpaid  Balance of the Loan plus such other amount
            as the Servicer determines in accordance with its ordinary course of
            business;  or
     ii)    which would rank before or pari passu with the relevant Loan and
            Loan Security;

f)   (Vary terms) not agree to any variation,  amendment or  modification of any
     of the terms and  conditions  of any Loan or Loan  Security  or do any act,
     matter or thing which could constitute a diminution, restriction, waiver or
     modification  of the  Trustee's  rights  under  that Loan or Loan  Security
     without the Trustee's prior written consent.

g)   (Other  miscellaneous  things) procure the stamping and registration of all
     Relevant  Documents  for each Relevant  Trust  (including  documents  which
     became Relevant Documents) following any amendment,  consolidation or other
     action,  and  in  the  case  of  any  registration  of  any  Mortgage  that
     registration  will result in the Mortgage having the ranking referred to in
     the relevant  eligibility criteria in the Series Notice. In relation to any
     Mortgage that is not registered at the relevant  Closing Date, the Servicer
     will  procure  that it is lodged  for  registration  not later than 30 days
     after that Closing Date;

h)   (Setting the  Investment  Rate) set the  Investment  Rate in respect of any
     Relevant  Trust as 0.25% higher than the  percentage  rate of return on the
     Purchased  Loans,  and taking into  account the  percentage  rate of return
     being earned on other Authorised  Investments,  which it determines will be
     necessary to ensure that the Trustee has  sufficient  cash available at all
     times to enable the  Trustee to pay all  payments of Interest in respect of
     the Relevant  Trust and otherwise  comply with all of the Trustee's  duties
     and obligations under the relevant Transactions  Documents as and when they
     fall due,  including  payment of any  Approved  Seller's Fee as and when it
     falls due.

i)   (Notification) notify:
     i)     the Trustee and the Trust Manager of any event which it  reasonably
            believes is likely to have an Adverse Effect promptly after becoming
            aware of such event; and

     ii)    the Trust Manager of anything else which the Trust Manager
            reasonably requires regarding any proposed modification to the
            terms of any Loan or Loan Security;

j)   (Provide information and access on request) provide information  reasonably
     requested by the Trustee or the Trust Manager,  with respect to all matters
     relating to each Relevant Trust and the assets of the relevant  Trust,  and
     the Trustee or the Trust Manager  believes  reasonably  necessary for it to
     perform its obligations under the relevant Transaction Documents,  and upon
     reasonable notice and at reasonable times permit the Trustee to inspect the
     Data Base in relation to each Relevant Trust and the Relevant Documents;

k)   (Comply with other  obligations)  comply with all its obligations under any
     Transaction Document to which it is a party;

l)   (Pay taxes) subject to receiving  payment from, or being reimbursed by, the
     relevant  Obligor or being  indemnified by the Trustee,  pay all Taxes that
     relate to the  Services  (other  than any Tax on the  income of a Trust) or
     ensure  those  Taxes are paid or where such Taxes are  incurred  due to the
     default or breach of duty by the Servicer;

m)   (Not claim) not claim any Security  Interest  over any Asset (other than in
     accordance with the relevant Transaction Documents);

n)   (Comply with Series  Notice)  comply with any  undertaking  specified as an
     additional  Servicer  undertaking in a relevant  Series  Notice,  including
     providing the Trust Manager with any information referred to in that Series
     Notice;
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<PAGE>


o)   (Account  to  Trustee)  regularly  account to the Trustee in such manner as
     prescribed by the Trustee from time to time;

p)   (Enforce  Loans) enforce the Trustee's  rights pursuant to or in connection
     with the Loans in  accordance  with the  directions  of the Trustee in that
     regard and ensure prompt compliance by the Obligor under each Loan;

q)   (Act as  directed  by Trustee)  take all or any  necessary  steps which the
     Trustee may direct the Servicer to take to ensure that the Trustee's rights
     pursuant  to or in  connection  with the  Loans  are in no way  diminished,
     restricted or modified;

r)   (Performing or non-performing Loans) determine whether Loans are performing
     or  non-performing  as  required  by the  Master  Trust Deed and the Series
     Notice for the Relevant Trust; and

s)   (Collect  moneys)  arrange to collect all moneys paid or payable  under the
     Loans  and Loan  Securities  and pay  them  into  the  relevant  Collection
     Account.


IMA 5 - Report by Servicer

On or before each date which is 3 Business  Days before  each  Payment  Date for
each Relevant  Trust,  if so requested by the Trust  Manager,  the Servicer will
prepare  and  submit  to the Trust  Manager  a report  and  provide  such  other
information as the Trust Manager  reasonably  requires to prepare its report (if
any) under clause 17.16 of the Master Trust Deed.

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<PAGE>


B)  The following  servicing  standards  are  contained in the Master Trust Deed
(MTD) dated 3 December 1999:


MTD Section 17.9:

Trust Manager will account to Trustee for moneys received
o    The Trust  Manager  will pay to the  Trustee,  within one  Business  Day of
     receipt,  all  moneys  coming  into its hands  belonging  to the  Trusts or
     payable to the Trusts.
o    The Trust  Manager will keep any Assets which it may come to hold from time
     to time  separate from any other  property  belonging to or entrusted to or
     held by the Trust Manager.


MTD 17.16:

Make calculations, co-ordinate and provide reports

The Trust Manager shall:
o    calculate all payments due on any relevant Payment Date;
o    co-ordinate the issue of relevant Notes and the raising of funds from those
     issues, or from any Support Facility; and
o    as and when  required by any Series  Notice or other  Transaction  Document
     prepare and distribute for each Trust the Trust Manager's Report,
o    and where  relevant (and when the Trust Manager is actually  aware that the
     directions need to be given, including any directions expressly required of
     it under the Transaction  Documents)  provide all directions to the Trustee
     as may be required for the Trustee to comply with its obligations under the
     Transaction Documents.

MTD Section 21.9:
Location of bank accounts
o    (Central bank account)  Unless  otherwise  directed in writing by the Trust
     Manager,  the  central  bank  account  of each  Trust  shall be opened  and
     maintained at a branch of an Approved Bank in Victoria.
(Interstate branch bank accounts) The Trustee may, if necessary or desirable for
the operation of a Trust,  open bank accounts with a branch outside  Victoria of
an Approved  Bank  provided that if such accounts are opened it shall enter into
arrangements  so that as soon as practicable  after the receipt of moneys to the
credit of such accounts,  such moneys are to be transferred to the credit of the
central  bank  accounts of the Trust in Victoria  (subject to a direction to the
contrary by the Trust Manager under clause 26.2(a)).




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Appendix 2 - Uniform Single Attestation Program for Mortgage Bankers ("USAP")

I.       CUSTODIAL BANK ACCOUNTS

1.       Reconciliations  shall be prepared on a monthly basis for all custodial
         bank   accounts   and   related   bank   clearing    accounts.    These
         reconciliation's shall:

o        Be mathematically accurate;

o        Be prepared within forty-five (45) calendar days after the cutoff date;

o        Be reviewed and  approved by someone other than the person who prepared
         the reconciliation; and

o        Document  explanations for reconciling  items.  These reconciling items
         shall be resolved  within ninety (90)  calendar days of their  original
         identification.

2.       Funds of the servicing entity shall be advanced in cases where there is
         an overdraft in an investor's or a mortgagor's account.

3.       Each  custodial  account  shall be  maintained  at a federally  insured
         depository institution in trust for the applicable investor.

4.       Escrow  funds held in trust for a  mortgagor  shall be  returned to the
         mortgagor  within  thirty (30)  calendar days of payoff of the mortgage
         loan.


II.      MORTGAGE PAYMENTS

1.       Mortgage  payments  shall be deposited into the custodial bank accounts
         and related bank clearing accounts within two business days of receipt.

2.       Mortgage   payments  made  in  accordance  with  the  mortgagor's  loan
         documents  shall be posted to the applicable  mortgagor  records within
         two business days of receipt.

3.       Mortgage payments shall be allocated to principal, interest, insurance,
         taxes or other escrow items in  accordance  with the  mortgagor's  loan
         documents.

4.       Mortgage  payments  identified  as loan  payoffs  shall be allocated in
         accordance with the mortgagor's loan documents.


III.     DISBURSEMENTS

1.       Disbursements  made via wire  transfer  on  behalf  of a  mortgagor  or
         investor shall be made only by authorized personnel.

2.       Disbursements made on behalf of a mortgagor or investor shall be posted
         within two  business  days to the  mortgagor's  or  investor's  records
         maintained by the servicing entity.

3.       Tax and  insurance  payments  shall be made on or before the penalty or
         insurance  policy  expiration  dates,  as  indicated  on tax  bills and
         insurance premium notices, respectively, provided that such support has
         been  received by the  servicing  entity at least thirty (30)  calendar
         days prior to these dates.

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<PAGE>


4.       Any late payment  penalties paid in conjunction with the payment of any
         tax bill or insurance  premium  notice shall be paid from the servicing
         entity's  funds  and not  charged  to the  mortgagor,  unless  the late
         payment was due to the mortgagor's error or omission.

5.       Amounts remitted to investors per the servicer's investor reports shall
         agree with  cancelled  checks,  or other form of payment,  or custodial
         bank statements.

6.       Unissued  checks  shall be  safeguarded  so as to prevent  unauthorized
         access.


IV.      INVESTOR ACCOUNTING AND REPORTING

1.       The servicing  entity's investor reports shall agree with, or reconcile
         to,  investors'  records  on a  monthly  basis as to the  total  unpaid
         principal balance and number of loans serviced by the servicing entity.

V.       MORTGAGOR LOAN ACCOUNTING

1.       The  servicing  entity's  mortgage  loan records  shall agree with,  or
         reconcile  to, the  records of  mortgagors  with  respect to the unpaid
         principal balance on a monthly basis.

2.       Adjustments  on ARM  loans  shall  be  computed  based  on the  related
         mortgage note and any ARM rider.

3.       Escrow  accounts shall be analyzed,  in accordance with the mortgagor's
         loan documents, on at least an annual basis.

4.       Interest on escrow  accounts shall be paid, or credited,  to mortgagors
         in accordance  with the applicable  state laws. (A compilation of state
         laws  relating to the payment of  interest  on escrow  accounts  may be
         obtained through the MBA's FAX ON DEMAND service. For more information,
         contact MBA.)


VI.      DELINQUENCIES

1.       Records  documenting  collection efforts shall be maintained during the
         period a loan is in default and shall be updated at least monthly. Such
         records shall describe the entity's activities in monitoring delinquent
         loans including, for example, phone calls, letters and mortgage payment
         rescheduling  plans in cases where the delinquency is deemed  temporary
         (e.g., illness or unemployment).


VII.     INSURANCE POLICIES

1.       A fidelity-bond  and errors and omissions  policy shall be in effect on
         the servicing  entity  throughout the reporting period in the amount of
         coverage represented to investors in management's assertion.


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