**Exhibit 99.6**

 
| **KPMG LLP**          |   | Telephone | 312 665 1000    |
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| 303 East Wacker Drive |   | Fax       | 312 665 6038    |
| Chicago, IL 60601     |   | Internet  | www.us.kpmg.com |
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**Independent Accountants’ Report**

To the Board ofDirectors: General Electric Commercial Distribution Finance, a unit of General Electric Capital Corporation

We have examinedmanagement’s assertion, included in the accompanying Annual Servicer’sCertificate as set forth in Appendix I, regarding GE Commercial DistributionFinance’s (“GECDF”) compliance, as sub-servicer, 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 datedMarch 1, 1994, as amended, for the period from April 1, 2004 through December31, 2004. Management is responsible for GECDF’s compliance with thoserequirements. Our responsibility is to express an opinion on management’sassertion about GECDF’s compliance based on our examination.

Our examination wasconducted in accordance with attestation standards established by the AmericanInstitute of Certified Public Accountants and, accordingly, included examining,on a test basis, evidence about GECDF’s compliance with those requirements 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 specified requirements.

We have been informedthat, under GECDF’s interpretation regarding compliance with Article II,Sections 2.1, 2.2, 2.4, and 2.5 of the Servicing Agreement between Yamaha andGECDF dated March 1, 1994, as amended, the criteria set forth in Appendix II issuitable for attesting to management’s assertion referred to above.

In our opinion,management’s assertion that GECDF complied with the aforementioned servicingrequirements during the period from April 1, 2004 through December 31, 2004 isfairly stated, in all material respects, based on the criteria set forth inAppendix II.

Thisreport is intended for the information and use of GECDF and Yamaha as specifiedusers.

January 26, 2005

KPMG LLP, a U.S. limited liabilitypartnership, in the U.S. member firm of KPMG International, a Swiss cooperative

 

 

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**Appendix I**

 

ANNUALSUBSERVICER’S CERTIFICATE

GECOMMERCIAL DISTRIBUTION FINANCE CORPORATION

 

Re:     YAMAHAMOTOR MASTER TRUST

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                                The undersigned, duly authorizedrepresentative of GE Commercial Distribution Finance Corporation, a DelawareCorporation (“*GECDF*”),as Servicerpursuant to the Servicing Agreement, dated as of March 1, 1994 (as amended andrestated, the “*Servicing Agreement*”),byand among Yamaha Motor Corporation, U.S.A. (“*Yamaha*”),and GECDF (f/k/a Deutsche Financial Services Corporation, which was f/k/a ITTCommercial Finance Corp.), does hereby certify to the best of his or herknowledge after reasonable investigation that:

 

1.                             GECDF is, as of the date hereof, theServicer (“the Servicer”) under the Servicing Agreement as that term is definedin the Servicing Agreement.

 

2.                             The undersigned is duly authorizedpursuant to the Servicing Agreement to execute and deliver this certificate toYamaha.

 

3.                             This certificate is delivered pursuantto Section 2.4 of the Servicing Agreement.

 

4.                             A review of the activities of theServicer during the period from April 1, 2004 through December 31, 2004, and ofits performance under the Servicing Agreement was conducted under mysupervision.

 

5.                             Based on such review, to the best of myknowledge (a) the Servicer has, to the best of my knowledge, fully performedall of its obligations under the Servicing Agreement throughout such period and(b) no event which, with the giving of notice or passage of time or both, wouldconstitute a Servicer Default has occurred.

 

 

 

 

*[Documentcontinues with signature page.]*

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| IN  WITNESS WHEREOF, the undersigned has duly executed this Annual Subservicer’s  Certificate as of February 28, 2005. |
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|   | GE COMMERCIAL DISTRIBUTION                                          |
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|   | FINANCE CORPORATION                                                 |
|   | as Servicer                                                         |
|   |  

 

 

                                       |
|   | By:                                                                 |   | /s/ |   |
|   | Name:  Paul Puma                                          |
|   | Title:       Sr.  Vice President |

 

 

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**Appendix II**

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**Attestation Procedures**

 

We have been informedthat, under GECDF’s interpretation regarding compliance with Article II,Sections 2.1, 2.2, 2.4, and 2.5 of the Servicing Agreement between Yamaha andGECDF dated March 1, 1994, as amended, the criteria set forth below is suitablefor attesting to the assertion referred to in our report:

Obtained and read theAgreement.

Obtained writtenrepresentation from GECDF Management stating that GECDF complied with theservicing requirements in Article II, Sections 2.1, 2.2, 2.4, and 2.5, of theServicing Agreement during the period from April 1, 2004 through December 31,2004.

Read management’s AnnualServicer’s Certificate to Yamaha stating that GECDF performed, in all materialrespects, all of its obligations under the Agreement during the period fromApril 1, 2004 through December 31, 2004, and no default in the performance ofsuch obligations had occurred or was continuing.

Obtained anunderstanding of the GECDF billing procedures, including the processing ofdealer remittances and principal and interest payments by GECDF to Yamaha.

Forprincipal payments, made a selection of dealers from selected dates from the“H524B — Payment Activity Listing”. •      Obtained proof of proper application tothe dealer’s account. •      Obtained proof of principal payment byGECDF to Yamaha for the selected transactions.

For interest payments, make a selection ofdealers from selected dates from the “H524B — Payment Activity Listing”. •      Obtained proof of interest payment by GECDF to Yamaha for theselected transaction.

 

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