EXHIBIT 99.3    INDEPENDENT AUDITORS ANNUAL SERVICER'S COMPLIANCE CERTIFICATE




          Independent Auditor's Annual Servicer Compliance Certificate


SCOPE

We have  reviewed the  activities of Members  Equity Pty Limited (the  "Mortgage
Manager's ") for the purpose of determining  its  compliance  with the servicing
standards contained in the Mortgage Origination and Management Agreement dated 4
July 1994 (as amended and  novated)  ("Agreement")  (attached as Appendix 1), in
relation  to the SMHL  Global  Fund No. 5 (the  "Trust")  for the period  from 1
October 2003 to 30 June 2004, in  accordance  with the statement by the Division
of  Corporation  Finance of the  Securities  and  Exchange  Commission  dated 21
February 2003, and our engagement letter dated 13 September 2004.

We have reviewed the servicing standards contained in the Agreement to enable us
to report on whether those servicing standards are similar to those contained in
the Uniform Single  Attestation  Program for Mortgage Bankers ("USAP") (attached
as Appendix 2), which  establishes  a minimum  servicing  standard for the asset
backed securities  market in the United States of America.  No equivalent of the
USAP exists in Australia.

The  management  of the  Mortgage  Manager is  responsible  for  maintaining  an
effective  internal control  structure  including  internal control policies and
procedures  relating to the servicing of mortgage  loans.  We have  conducted an
independent  review of the servicing  standards  contained in the Agreement,  in
order to express a statement on the Mortgage  Manager's  compliance with them to
ME Portfolio Management Limited "Trust Manager".

Our review of the  servicing  standards has been  conducted in  accordance  with
Australian  Auditing Standards  applicable to performance audits and accordingly
included  such  tests  and   procedures  as  we  considered   necessary  in  the
circumstances.  In conducting our review we have also had regard to the guidance
contained in the USAP.  These  procedures  have been  undertaken to enable us to
report on whether  anything has come to our attention to indicate that there has
been  significant  deficiencies  in the Mortgage  Manager's  compliance with the
servicing  standards  contained in the  Agreement  for the period from 1 October
2003 to 30 June 2004 in respect of SMHL Global Fund No. 5.

Our review did not  include  an  assessment  of the  adequacy  of the  servicing
standards themselves.

This statement has been prepared for the use of ME Portfolio  Management Limited
as at 30 June 2004 in accordance  with the  requirements of the statement by the
Division of Corporation  Finance of the Securities and Exchange Commission dated
21 February 2003, and the engagement letter dated 13 September 2004. We disclaim
any assumption of responsibility  for any reliance on this review statement,  to
any person other than ME Portfolio Management Limited.



<PAGE>

STATEMENT

Based on our review;

o        the servicing  standards  contained in the Agreement are similar to the
         minimum servicing standards contained in the Uniform Single Attestation
         Program for Mortgage Bankers ("USAP"), and

o        nothing has come to our  attention to indicate  that there has been any
         significant  deficiencies in the Mortgage Manager's compliance with the
         servicing standards contained in the Agreement,  in respect of the SMHL
         Global Fund No. 5 (the  "Trust")  for the period from 1 October 2003 to
         30 June 2004.



Ernst & Young

/S/ T. Coyne

TJ Coyne
Partner

Melbourne

20 September 2004



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<PAGE>


     Appendix 1 - Copy of Unsigned Servicing Agreement Provided by Members
                                 Equity Pty Ltd


                               SERVICING AGREEMENT


This agreement is made on 28 November 2003


Between:


members equity pty limited ABN 56 070 887 679 ("Members Equity")


And


ME PORTFOLIO MANAGEMENT LIMITED ABN 79 005 964 134 ("MEPM")


RECITALS:

A.       Under the Mortgage  Origination & Management Agreement dated 1 May 2000
         (as  amended)  ("Agreement")  Members  Equity  originates,  manages and
         services loans secured by mortgages on behalf of MEPM.

B.       Whilst under the Agreement  Members  Equity is required to use the same
         degree of skill and care as would be used by a responsible  and prudent
         mortgagee,  the  parties  wish  to  record  certain  minimum  servicing
         standards  with which Members  Equity has complied  previously and will
         continue to comply.


The parties  agree that for the purposes of the  Agreement  Members  Equity will
comply with the following service standards:


1.       CUSTODIAL BANK ACCOUNTS

1.1      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.

<PAGE>


2.       MORTGAGE PAYMENTS

2.1      Mortgage  payments  shall be deposited into the custodial bank accounts
         and related bank clearing accounts within two business days of receipt.

2.2      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.

2.3      Mortgage payments shall be allocated to principal, interest, insurance,
         taxes or other escrow items in  accordance  with the  mortgagor's  loan
         documents.

2.4      Mortgage  payments  identified  as loan  payoffs  shall be allocated in
         accordance with the mortgagor's loan documents.


3.       DISBURSEMENTS

3.1      Disbursements  made via wire  transfer  on  behalf  of a  mortgagor  or
         investor shall be made only by authorised personnel.

3.2      Disbursements made on behalf of a mortgagor or investor shall be posted
         within one  business  days to the  mortgagor's  or  investor's  records
         maintained by the servicing entity.

3.3      Unissued  checks  shall be  safeguarded  so as to prevent  unauthorised
         access.


4.       INVESTOR ACCOUNTING AND REPORTING

4.1      The investor  reports  shall agree with,  or reconcile  to,  investors'
         records on a monthly basis as to the total unpaid principal balance and
         number of loans serviced by the servicing entity.


5.       MORTGAGOR LOAN ACCOUNTING

5.1      The  mortgage  loan  records  shall agree with,  or  reconcile  to, the
         records of mortgagors with respect to the unpaid principal balance on a
         monthly basis.


6.       DELINQUENCIES

6.1      Records  documenting  collection efforts shall be maintained during the
         period a loan is in default and shall be updated at least monthly. Such
         records shall describe the entity's activities in monitoring delinquent
         loans including, for example, phone calls, letters and mortgage payment
         rescheduling  plans in cases where the delinquency is deemed  temporary
         (e.g., illness or unemployment).


7.       INSURANCE POLICIES

7.1      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.

<PAGE>




Signed for
Members Equity Pty Limited
by its authorised representative in the
presence of:

-------------------------------------------- -----------------------------------
Witness                                      Authorised Representative


-------------------------------------------- -----------------------------------
Name (please print)                          Name (please print)



Signed for
ME Portfolio Management Limited
by its authorised representative in the
presence of:

-------------------------------------------- -----------------------------------
Witness                                      Authorised Representative


-------------------------------------------- -----------------------------------
Name (please print)                          Name (please print)



<PAGE>


  Appendix 2 - Uniform Single Attestation Program for Mortgage Bankers
                                    ("USAP")

                           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
               reconciliation's 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 in cases where
                there  is an  overdraft  in  an  investor's  or a  mortgagor's
                account.

         3.     Each  custodial  account  shall be  maintained  at a federally
                insured  depository  institution  in trust for the  applicable
                investor.

         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  shall be deposited into the custodial bank
               accounts  and  related  bank  clearing   accounts  within  two
               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.

         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  shall be made on or  before  the
               penalty or insurance policy  expiration dates, 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.

        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.    The servicing  entity's  investor reports shall agree with, or
               reconcile to, investors'  records on a monthly basis as to the
               total unpaid principal balance and number of loans serviced by
               the servicing entity.

V.       Mortgagor Loan Accounting

         1.   The servicing entity's mortgage loan records shall agree with,
              or reconcile to, the records of mortgagors with respect to the
              unpaid principal balance on a monthly basis.

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

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

         4.   Interest on escrow  accounts  shall be paid,  or credited,  to
              mortgagors in accordance  with the  applicable  state laws. (A
              compilation  of state laws relating to the payment of interest
              on escrow  accounts  may be obtained  through the MBA's FAX ON
              DEMAND service. For more information, contact MBA.)

VI.      Delinquencies

         1.   Records  documenting  collection  efforts  shall be maintained
              during the period a loan is in default and shall be updated at
              least  monthly.  Such  records  shall  describe  the  entity's
              activities  in  monitoring  delinquent  loans  including,  for
              example,   phone   calls,   letters   and   mortgage   payment
              rescheduling  plans in cases where the  delinquency  is deemed
              temporary (e.g., illness or unemployment).

VII.     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.