PRICEWATERHOUSECOOPERS

                                                PricewaterhouseCoopers LLP
                                                1177 Avenue of the Americas
                                                New York NY 10036
                                                Telephone (646) 471 4000
                                                Facsimile (646) 471 4100

                       Report of Independent Accountants

To the Board of Directors and Shareholder of
GMAC Commercial Holding Corp.

We have  examined  management's  assertion,  dated  March 19,  200 1, about GMAC
Commercial  Mortgage  Corp.'s (the  "Company")  compliance  with its established
minimum servicing  standards  ("Servicing  Policy") as of and for the year ended
December 31, 2000 included in the accompanying management assertion (see Exhibit
1).  Management is responsible  for the Company's  compliance with the Servicing
Policy.  Our  responsibility is to express an opinion on management's  assertion
about the Company's compliance based on our examination.

Our examination was made in accordance with attestation standards established by
the  American  Institute  of  Certified  Public  Accountants  and,  accordingly,
included  examining,  on a test basis,  evidence about the Company's  compliance
with the Servicing  Policy 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 the Company's compliance with the Servicing Policy.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  Servicing  Policy as of and for the year ended December 31, 2000
is fairly stated, in all material respects.



/s/ PricewaterhouseCoopers LLP

March 19, 2001


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                                                                      Exhibit 1


                         GMAC COMMERCIAL MORTGAGE CORP.
                           MINIMUM SERVICING STANDARDS

I.    CUSTODIAL BANK ACCOUNTS

      1.    Reconciliations shall be prepared on a monthly basis for all
            custodial bank accounts and related bank clearing accounts. These
            reconciliations 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 as specified in the
            servicing  agreement  in cases  where  there is an  overdraft  in an
            investor's or a  mortgagor's  account and an advance is specified in
            the Investor's Servicing Agreement.

      3.    All  cash for  each  custodial  account  shall  be  maintained  at a
            federally insured depository institution in trust for the applicable
            investor  or  in  an  investment  account  in  accordance  with  the
            applicable servicing agreement requirements.

      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 which are properly  identified with the Company's
            account  number  and  agree to the  total  amount  of the  scheduled
            payment due shall be deposited  into the clearing  bank accounts and
            related custodial bank accounts within two business days of receipt.
            Any mortgage  payments  which do not meet these  parameters  will be
            researched and deposited into the  appropriate  bank accounts within
            five 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.


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      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 for those loans that are escrowed  shall
            be made on or before the  penalty or  insurance  policy  expirations
            date,  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, and the mortgagor has agreed with the amounts due.

      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.    Monthly  investor  reports  shall be sent on a monthly basis listing
            the total unpaid principal balance and number of loans serviced.


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V.    MORTGAGOR LOAN ACCOUNTING

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

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

      3.    Interest on escrow accounts,  if required by the mortgage documents,
            shall be paid, or credited,  to  mortgagors  in accordance  with the
            borrower agreements.

VI.   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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