** **

**Exhibit 14(a)(1)(ii)**

[KPMG LOGO]

401 SouthTryon Street

Suite 2300

Charlotte, NC28202-1911

 

**Independent Accounts’ Report**

 

The Board of Directors

First Union National Bank:

 

We have examined management’sassertion, included in the accompanying report, the First Union National Bank(the Bank) complied with the minimum servicing standards set forth in theMortgage Bankers Association of America’s (MBA’s) *Uniform Single Attestation Program for Mortgage Bankers*,except for minimum servicing standards V.4. and VI.1., which the MBA hasinterpreted as being inapplicable to the servicing of commercial andmultifamily loans, as of and for the year ended December 31, 2001.  Management is responsible for the Bank’scompliance with those minimum servicing standards.  Our responsibility is to express an opinion on management’sassertion about the Bank’s compliance based on our examination.

 

Our examination was conductedin accordance with attestation standards established by the American Instituteof Certified Public Accountants and, accordingly, included examining, on a testbasis, evidence about the Bank’s compliance with the applicable minimumservicing standards specified above and performing such other procedures as weconsidered necessary in the circumstances. We believe that our examination provides a reasonable basis for ouropinion.  Our examination does notprovide a legal determination on the Bank’s compliance with the minimumservicing standards.

 

In our opinion, management’sassertion that the Bank has complied with the aforementioned minimum servicingstandards as of and for the year ended December 31, 2001 is fairly stated, inall material respects.

 
|          | /s/ KPMG LLP |
|---------------|--------------|
|          |         |
| March 6, 2002 |         |

 

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| [WACHOVIA  SECURITIES] | 8739  Research Drive |
|------------------------|----------------------|
|                   | Charlotte,  NC 28288 |

 

**Management Assertion**

 

As of and for the year endedDecember 31, 2001, First Union National Bank (the Bank) complied in allmaterial respects with the minimum servicing standards set forth in theMortgage Bankers Association of America’s (MBA’s) *Uniform Single Attestation Program for Mortgage Bankers*,except for minimum servicing standards V.4 and VI.1., which the MBA hasinterpreted as being inapplicable to the servicing of commercial andmultifamily loans.  As of and for thissame period, the Bank had in effect a fidelity bond and errors and omissionspolicy in the amount of $200 million and $20 million, respectively.

 
| /s/  John M. Church                 |   |
|------------------------------------------|--------|
| John M.  Church                          |
| Managing  Director/Senior Vice President |
| First Union  National Bank               |
|                                     |
| /s/  Timothy S. Ryan                |   |
| Timothy S.  Ryan                         |
| Director/Vice  President                 |
| First Union  National Bank               |
|                                     |
| March 6, 2002                            |
|                                          |        |  |

 

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