**Exhibit 99.2**

 

[ERNST & YOUNG LOGO]

 
|   | • | 120 Collins Street | • | Tel 61 3 9288 8000 |
|--------|--------|--------------------|--------|--------------------|
|   |   | Melbourne VIC 3000 |   | Fax 61 3 9654 6166 |
|   |   | Australia          |   | DX 293 Melbourne   |
|   |   | GPO Box 67         |   |               |
|   |   | Melbourne VIC 3001 |   |               |

 

**Independent Auditor’s AnnualServicer Compliance Certificate**

 

**To National RMBS Trust 2004-1**

 

***Scope***

 

We have reviewed the activities of National Australia Bank Limited (the“Servicer”) for the purpose of determining its compliance with the servicingstandards contained in the Master Trust Deed dated 3 January 2001 and theHomeSide Mortgage Securities Trusts Servicing Agreement dated 24 January 2001(collectively the “Documents”) and the policies and procedures of the Servicer,in relation to the National RMBS Trust 2004-1 (the “Trust”) for the period from1 October 2004 to 30 September 2005, in accordance with the statementby the Division of Corporation Finance of the Securities and ExchangeCommission dated 21 February 2003, and our engagement letter dated 8 November 2005.

 

We have reviewed the servicing standards contained in the Documents andthe policies and procedures of the Servicer to enable us to report on whetherthose servicing standards are similar to those contained in the Uniform SingleAttestation Program for Mortgage Bankers (“USAP”) (attached as Appendix 1),which establishes a minimum servicing standard for the asset backed securitiesmarket in the United States of America. No equivalent of the USAP exists inAustralia.

 

The management of the Servicer is responsible for maintaining aneffective internal control structure including internal control policies andprocedures relating to the servicing of mortgage loans. We have conducted anindependent review of the servicing standards contained in the Agreement, in**orderto express a statement on the Servicer’s compliance with them to NationalAustralia Bank Limited.

 

Our review of the servicing standards and policies and procedures hasbeen conducted in accordance with Australian Auditing and Assurance StandardAUS 108 “Framework for Assurance Engagements” and accordingly included suchtests and procedures as we considered necessary in the circumstances. Inconducting our review we have also had regard to the guidance contained in theUSAP. These procedures have been undertaken to enable us to report on whetheranything has come to our attention to indicate that there has been significantdeficiencies in the Servicer’s compliance with the servicing standardscontained in the Documents and the policies and procedures for the period from1 October 2004 to 30 September 2005 in respect of the Trust.

 

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

 

This statement has been prepared for the use of National Australia BankLimited as at 30 September 2005 in accordance with the requirements of thestatement by the Division of Corporation Finance of the Securities and ExchangeCommission dated 21 February 2003, and the engagement letter dated 8 November 2005.We disclaim any assumption of responsibility for any

 
|   | Liability  limited by the Accountants Scheme, approved  Under the Professional Standards Act 1994 (NSW) |
|--------|---------------------------------------------------------------------------------------------------------|

 

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reliance on this review statement, to any person other than NationalAustralia Bank Limited, or for any other purpose other than that for which itwas prepared.

 

***Statement***

 

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

 

•                                          therehas been significant deficiencies in the Servicer’s compliance with theservicing standards contained in the Documents and policies and procedures, inrespect of the Trust, for the period from 1 October 2004 to 30 September 2005and;

 

•                                          theservicing standards contained in the Documents and policies and procedures ofthe Servicer are not similar to the minimum servicing standards contained inthe Uniform Single Attestation Program for Mortgage Bankers, except for thefollowing:

 

•                                          Asincluded in the USAP 4.1, the servicing entity’s investor reports shall agree with,or reconcile to, investor’s records on a monthly basis as to the total unpaid principalbalance and number of loans serviced by the servicing entity. Based on the MasterTrust Deed, the Global Trust Manager agrees to prepare and deliver statementsand reports as may be required to be prepared and delivered by the Global TrustManager under the Transaction Documents for that Trust (paragraph 14.3b). Thisresults in investor reports prepared on a quarterly basis, not on a monthly basis.

 

•                                          The following USAP standards are considered tobe servicing standards specific for the asset backed securities market in theUnited States of America and**thereforenot considered to be applicable for Australia:

 

•                  USAP 1.4 – Escrow funds held in trust for amortgagor shall be returned to the mortgagor within thirty (30) calendar daysof payoff of the mortgagor loan;

 

•                  USAP 3.3 – Tax and Insurance payments shallbe made on or before the penalty or insurance policy expiration dates, asindicated on tax bills and insurance premium notices, respectively, providedthat such support has been received by the servicing entity at least thirty(30) calendar days prior to these dates;

 

•                  USAP 3.6 – Unissued checks shall besafeguarded so as to prevent unauthorized access;

 

•                  USAP 5.2 – Adjustments on ARM loans shall becomputed based on the related mortgage note and any ARM Rider;

 

•                  USAP 5.3 – Escrow accounts shall be analyzed,in**accordance with the mortgagor’sloan documents, on at least annual basis;

 

•                  USAP 5.4 *–*Interest on escrow accounts shall be paid, or credited, tomortgagors in accordance with the applicable state laws;

 

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•                  USAP 7.1 – A fidelity bond and errors andomissions policy shall be in effect on the servicing entity throughout thereporting period in the amount of coverage represented to investors inmanagement’s assertion;

 

 
| /s/ Ernst & Young |   |
|----------------------------|--------|
| Ernst & Young     |   |
|                       |   |
|                       |   |
| /s/ T J Coyne              |   |
| T J Coyne                  |
| Partner                    |
| Melbourne                  |
|                       |
| 8 December 2005       |

 

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**Appendix 1 – Uniform Single Attestation Programfor Mortgage Bankers**

 

**I.****                                         CUSTODIALBANK ACCOUNTS**

 

1.                                       Reconciliations shall be prepared on amonthly basis for all custodial bank accounts and related bank clearingaccounts. These reconciliation’s shall:

 

•                                          Bemathematically accurate;

 

•                                          Be prepared within forty-five (45) calendardays after the cutoff date;

 

•                                          Be reviewed and approved by someone otherthan the person who prepared the reconciliation; and

 

•                                          Documentexplanations for reconciling items. These reconciling items shall be resolvedwithin ninety (90) calendar days of their original identification.

 

2.                                       Funds of the servicing entity shall beadvanced in cases where there is an overdraft in an investor’s or a mortgagor’saccount.

 

3.                                       Each custodial account shall be maintained ata federally insured depository institution in trust for the applicableinvestor.

 

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

 

**II.****                                    ****MORTGAGE PAYMENTS**

 

1.                                       Mortgage payments shall be deposited into thecustodial bank accounts and related bank clearing accounts within two businessdays of receipt.

 

2.                                       Mortgage payments made in accordance with themortgagor’s loan documents shall be posted to the applicable mortgagor recordswithin two business days of receipt.

 

3.                                       Mortgage payments shall be allocated toprincipal, interest, insurance, taxes or other escrow items in accordance withthe mortgagor’s loan documents.

 

4.                                       Mortgage payments identified as loan payoffsshall be allocated in accordance with the mortgagor’s loan documents.

 

**III.****                                ****DISBURSEMENTS**

 

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

 

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

 

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

 

4.                                       Any late payment penalties paid inconjunction with the payment of any tax bill or insurance premium notice shallbe 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 theservicer’s investor reports shall agree with cancelled checks, or other form ofpayment, or custodial bank statements.

 

6.                                       Unissued checks shall besafeguarded so as to prevent unauthorized access.

 

**IV.****                               ****INVESTOR ACCOUNTING AND REPORTING**

 

1.                                       The servicing entity’s investor reports shallagree with, or reconcile to, investors’ records on a monthly basis as to thetotal unpaid principal balance and number of loans serviced by the servicingentity.

 

**V.****                                    MORTGAGORLOAN ACCOUNTING**

 

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

 

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

 

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

 

4.                                       Interest on escrow accounts shall be paid, orcredited, to mortgagors in accordance with the applicable state laws. (Acompilation of state laws relating to the payment of interest on escrow accountsmay be obtained through the MBA’s FAX ON DEMAND service. For more information,contact MBA.)

 

**VI.****                                DELINQUENCIES**

 

1.                                       Records documenting collection efforts shallbe maintained during the period a loan is in default and shall be updated atleast monthly. Such records shall describe the entity’s activities inmonitoring delinquent loans including, for example, phone calls, letters andmortgage payment rescheduling plans in cases where the delinquency is deemedtemporary (e.g., illness or unemployment).

 

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**VII.****                           ****INSURANCEPOLICIES**

 

1.                                       A fidelity-bond and errors and omissionspolicy shall be in effect on the servicing entity throughout the reportingperiod in the amount of coverage represented to investors in management’sassertion.

 

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