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. 3 (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. 3.

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. 3 (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

<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 presenceof:

-------------------------------------       ------------------------------------
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.
<PAGE>


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.