**Exhibit 15(a)(1)(ii)**

 
|        | KPMG  LLP                 |
|--------|---------------------------|
|   | Suite  2300               |
|   | Three  Wachovia Center    |
|   | 401  South Tryon Street   |
|   | Charlotte,  NC 28202-1911 |

 

**Independent Accountants’ Report**

 

TheBoard of Directors

WachoviaBank, National Association:

 

Wehave examined management’s assertion, included in the accompanying managementassertion, that the Commercial Real Estate Servicing Division of Wachovia Bank,National Association (the Bank) complied with the minimum servicing standardsset forth in the Mortgage Bankers Association of America’s (MBA’s) *Uniform Single Attestation Program for MortgageBankers,*except for minimum servicing standards V.4 and VI.1, whichthe MBA has interpreted as being inapplicable to the servicing of commercialand multifamily loans, as of and for the year ended December 31, 2004.Management is responsible for the Bank’s compliance with those minimumservicing standards. Our responsibility is to express an opinion on management’sassertion about the Bank’s compliance based on our examination.

 

Ourexamination was conducted in accordance with attestation standards establishedby the American Institute of Certified Public Accountants and, accordingly,included examining, on a test basis, evidence about the Bank’s compliance withthe minimum servicing standards specified above and performing such otherprocedures as we considered necessary in the circumstances. We believe that ourexamination provides a reasonable basis for our opinion. Our examination doesnot provide a legal determination on the Bank’s compliance with the minimumservicing standards.

 

Inour opinion, management’s assertion that the Bank has complied with theaforementioned minimum servicing standards as of and for the year endedDecember 31, 2004 is fairly stated, in all material respects.

 
|   |              |   |
|--------|-------------------|--------|
|   | KPMG** **LLP |   |

 

March10, 2005

 

KPMG****LLP, a U.S. limited liability partnership, is the U.S.

member firm of KPMG International, a**Swisscooperative.

 

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Wachovia Securities

8739 Research Drive, URP4 

Charlotte, NC 28288
|  | **WACHOVIA  SECURITIES** |
|--|--------------------------|

 

Management Assertion

 

Asof and for the year ended December 31, 2004, the Commercial Real EstateServicing Division of Wachovia Bank, National Association (the Bank) hascomplied in all material respects with the minimum servicing standards setforth in the Mortgage Bankers Association of America’s (MBA’s) *Uniform Single Attestation Program for Mortgage Bankers,*except for minimumservicing standards V.4. and VI.1., which the MBA hasinterpreted as being inapplicable to the servicing of commercial andmultifamily loans. As of and for this same period, the Bank had in effect afidelity bond and errors and omissions policy in the amount of $200 million and$25 million, respectively.

 

 
| /s/  Alan Kronovet                   |   | 3/8/05 |   |
|--------------------------------------|--------|--------|--------|
| Alan  Kronovet                       |   | Date   |   |
| Managing  Director                   |   |   |   |
| Wachovia  Bank, National Association |   |   |   |

 

 
| /s/  Clyde Alexander                 |   | 3-8-05 |   |
|--------------------------------------|--------|--------|--------|
| Clyde  Alexander                     |   | Date   |   |
| Director                             |   |   |   |
| Wachovia  Bank, National Association |   |   |   |

 

 
| /s/  Tim Steward                     |   | 3-8-05 |   |
|--------------------------------------|--------|--------|--------|
| Tim  Steward                         |   | Date   |   |
| Director                             |   |   |   |
| Wachovia  Bank, National Association |   |   |   |

 

 
| /s/  Tim Ryan                        |   | 3-8-05 |   |
|--------------------------------------|--------|--------|--------|
| Tim  Ryan                            |   | Date   |   |
| Director                             |   |   |   |
| Wachovia  Bank, National Association |   |   |   |

 

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