**Exhibit 15.4**

** **

 

**INDEPENDENT ACCOUNTANTS OPINION**

 

The Board of DirectorsPermanent Mortgages Trustee Limited47 EsplanadeSt HelierJerseyJE1 0BD

 

30 June 2004

 

 

**Report ofthe Independent Accountants to Permanent Mortgages Trustee Limited on itsassertion about Halifax plc’s compliance with its minimum servicing standardsfor the period from 25 November 2003 to 31 December 2003**

 

We have examined Permanent Mortgages TrusteeLimited’s assertion, attached as Appendix 2, that Halifax plc(“the Servicer”) complied with the minimum servicing standards set forth inAppendix 1, for the period from 25 November 2003 to 31 December 2003.

 

The directors of Permanent Mortgages Trustee Limited(“the Company”) are responsible for identifying the minimum servicing standardsset forth in Appendix 1 and their assertion regarding the Servicer’s compliancewith those requirements, attached as Appendix 2. Our responsibility is toexpress an opinion on the Company’s assertionabout the Servicer’s compliance based on our examination.

 

Our examination was conducted in accordance withattestation standards established by the American Institute of Certified PublicAccountants and, accordingly, included examining, on a test basis, evidenceabout the Servicer’s compliance with those requirementsand performing such other procedures as we considered necessary in thecircumstances.We believe that our examination provides a reasonable basis for our opinion.

 

Our examination does not provide a legal determinationon the Servicer’s compliance with specified requirements,nor does it include an assessment of the adequacy of the servicing standardsthemselves.

 

In our opinion the Company’sassertion that the Servicer complied with the minimumservicing standards contained in Appendix 1 for the period from 25 November2003 to 31 December 2003 is fairly stated in all material respects.

 

This report is intended solely for the information anduse of the Company, and is not intended to be and should not be used by anyoneother than the Company.

 

 
| /s/ KPMG Audit Plc |   |
|--------------------|--------|
|               |
| KPMG Audit Plc     |

 

Independent Accountants30 June 2004

 

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**Appendix 2:****Permanent Mortgages Trustee Limited’s assertion about Halifaxplc’s compliance with its minimum servicing standards for the period from 25November 2003 to 31 December 2003 (the Assertion)**

 

 

Theundersigned, a duly authorised representative of Permanent Mortgages TrusteeLimited acting as Mortgages Trustee, pursuant to theAmended and Restated Servicing Agreement between Halifax plc acting as Servicer(the Servicer), Halifax plc as Seller, Permanent Funding (No. 1) Limited asFunding 1 and The Bank of New York as the Security Trustee dated 25th November2003, as amended (the Agreement), certifies that:

 

1. The Trustee is responsible for assessing theServicer’s compliance with the minimum servicing standards, as set out inAppendix 1.

 

2.  The Trusteehas used the minimum servicing standards, set out in Appendix 1, as a basis forassessing the Servicer’s compliance with the Agreement.

 

3.  A review ofthe activities of the Servicer during the period from 25th November 2003 to31st December 2003 and its performance under the aforementioned Agreement hasbeen made under my supervision.

 

4.  Based onsuch review, to the best of my knowledge, the Servicer has complied with theminimum servicing standards attached as Appendix 1 throughout the period from25th November 2003 to 31st December 2003 in all materialrespects, except as may be set forth in paragraph 5 below.

 

5.  Thefollowing is a description of any exceptions to paragraph 4 above:

 

None.

 

Capitalisedterms used but not defined in this Assertion have their respective meanings setforth in the Agreement, unless the context requires otherwise or unlessotherwise defined in this Assertion.

 

IN WITNESSWHEREOF, the undersigned has duly executed this Annual Compliance Certificatethis 30th day of June, 2004.

 
| /s/ David  Balai                    |   |
|-------------------------------------|--------|
| Authorised  signatory               |
| Permanent  Mortgage Trustee Limited |

 

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