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;


                                        1


<PAGE>


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;

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

                                        2

<PAGE>


                                   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


                                        3


<PAGE>

     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.

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;

                                        4

<PAGE>


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;

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.


                                        5
<PAGE>


  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.

                                        6

<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.


                                       7