**Exhibit99.5**

 

**KPMG LLP**

10 South Broadway

Suite 900

St. Louis, MO 63102-1761

 

**Independent Accountants’ Report**

**Attestation on Management’s Assertion About Compliance**

**With the Servicing Requirements of the Servicing Agreement**

**Between Yamaha Motor Corporation, U.S.A. and**

**GE Commercial Distribution Finance Dated March 1, 1994**

 

GE Commercial Distribution Finance

Yamaha Motor Corporation, U.S.A.

 

GE Commercial Distribution Finance, as Servicer:

 

We have examined the accompanying assertion made bymanagement of GE Commercial Distribution Finance’s (GECDF) compliance, assub-servicer, with the servicing requirements in Article II, Sections 2.1,2.2,2.4, and 2.5 of the Servicing Agreement between Yamaha Motor Corporation,U.S.A. (Yamaha) and GECDF dated March 1, 1994, among Yamaha as master servicerand GECDF as sub-servicer, for the period March 1, 2003 through March 31, 2004.Management is responsible for GECDF’s compliance with the aforementionedsections of the Agreement. Our responsibility is to express an opinion onmanagement’s assertion about GECDF’s compliance based upon 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 GECDF’s compliance with the aforementioned sections of the Agreement andperforming such other procedures as we considered necessary in thecircumstances. We believe that our examination provides a reasonable basis forour opinion. Our examination does not provide a legal determination on GECDF’scompliance with the aforementioned sections of the Agreement.

 

In our opinion, management’s assertion that GECDF wasin compliance with the aforementioned sections of the Agreement for the periodMarch 1, 2003 through March 31, 2004 is fairly stated, in all materialrespects.

 

 
|           | /s/ KPMG LLP |   |
|----------------|--------------|--------|
|           |
|           |
| March 31, 2004 |

 

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***GE CommercialDistribution Finance***

 
|   | *GE  Commercial Distribution Finance Corporation* |
|--------|---------------------------------------------------|
|   | 655 *Maryville Centre Drive*                      |
|   | *St.  Louis,*MO 63141                             |

* *

**Management’s Report on GE CommercialDistribution Finance’s**

**Compliance, as Sub-servicer, with theServicing Requirements of the**

**Servicing Agreement Between YamahaMotor Corporation, U.S.A**. **and**

**GE Commercial Distribution FinanceDated March 1, 1994**

 

Management of GE Commercial Distribution Finance(GECDF), as sub-servicer, is responsible for compliance with the servicingrequirements in Article II, Sections 2.1, 2.2, 2.4, and 2.5 of the ServicingAgreement between Yamaha Motor Corporation, U.S.A. (Yamaha), and GECDF dated asof March 1, 1994 among Yamaha, as master servicer; and GECDF as sub-servicer.

 

Management has performed an evaluation of GECDF’scompliance with the aforementioned sections of the Agreement for the periodMarch 1, 2003, through March 31, 2004. Based upon this evaluation, managementbelieves that GECDF, as sub-servicer, was materially in compliance with theaforementioned sections of the Agreement.

 

 
|   /s/  W. Steven Culp |                      |   /s/  David Kaminsky |   |
|---------------------------------|---------------------------|---------------------------------|--------|
| W. Steven Culp                  | David Kaminsky            |
| *Controller*                    | *Chief Financial Officer* |
| March 31, 2004                  | March 31, 2004            |

 

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