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EXHIBIT 99.3 INDEPENDENT AUDITORS ANNUAL SERVICER COMPLIANCE CERTIFICATE
TO THE DIRECTORS OF MACQUARIE SECURITISATION LIMITED Scope We have reviewed Macquarie Securitisation Limiteds (the Servicers)
activities for the purpose of determining its compliance with the servicing
standards contained in the PUMA Trust Deed, dated as of July 13, 1990, the
Consolidated Restated Management Deed, dated as of June 8, 1993, and with
respect to the G-3 Trust, the Sub-Fund Notice, dated as of January 16, 2003 and
the Note Terms and Conditions, dated as of January 20, 2003 (as each has been
amended, restated, modified or otherwise revised, collectively the
Documents), attached hereto as Appendix 1, in relation to the PUMA Global
Trust No. 3 for the 6 month period ended September 30, 2003, in accordance with
the statement by the Division of Corporation Finance of the Securities and
Exchange Commission dated February 21, 2003, and our engagement letter dated
June 10, 2004. We have reviewed the servicing standards and procedures which are required to
be undertaken by the Manager in implementing such servicing standards contained
in the Documents 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 hereto 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 Servicer 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 and procedures included in Appendix 1, in
order to express a statement on the Servicers compliance with them. 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 Servicers compliance with
the servicing standards contained in the Documents for the 6 month period ended
September 30, 2003. Our review did not include an assessment of the adequacy of the servicing
standards themselves. 11




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EXHIBIT 99.3 This statement has been prepared for the use of Macquarie Securitisation
Limited as at March 31, 2004 in accordance with the requirements of the
statement by the Division of Corporation Finance of the Securities and Exchange
Commission dated February 21, 2003, and the engagement letter dated June 10,
2004. We disclaim any assumption of responsibility for any reliance on this
review statement, to any person other Macquarie Securitisation Limited. We hereby consent to the publishing of this compliance certificate with the
Servicers filing of the Form 10-K. Statement Based on our review;  
    
    nothing has come to our attention to indicate that there has
been significant deficiencies in the Servicers compliance with
the servicing standards and procedures contained in the
Documents attached hereto as Appendix 1, in respect of the PUMA
Global Trust No. 3 (the Trust) for the 6 month period ended
September 30, 2003;  
    
    the servicing standards and procedures contained in the
Documents are similar to the minimum servicing standards
contained in the Uniform Single Attestation Program for
Mortgage Bankers (USAP). /s/ PricewaterhouseCoopersPricewaterhouseCoopers/s/ IL Hammond
IL Hammond
Partner
 Place: Sydney, Australia
Date: 21 July 2004 12




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Appendix 1 MACQUARIE SECURITISATION LIMITED (THE MANAGER) SERVICING STANDARDS The following servicing standards are contained in the PUMA Trust Deed, dated
as of July 13, 1990, the Consolidated Restated Management Deed, dated as of
June 8, 1993, and with respect to the G-3 Trust, the Sub-Fund Notice, dated as
of January 16, 2003 and the Note Terms and Conditions, dated as of January 20,
2003 (as each has been amended, restated, modified or otherwise revised) and
otherwise reflect the procedures which are required to be undertaken by the
Manager in implementing such servicing standards.  CUSTODIAL BANK ACCOUNTS The Manager shall prepare and maintain books of account and appropriate
reconciliation statements of the bank accounts at least once a month. Bank accounts will be held with an appropriately rated Authorised
Deposit-taking Institution in the name of the Trustee.  MORTGAGE PAYMENTS The Manager shall ensure all payments made in respect of Approved
Mortgages are paid to the Trustee within one Banking Day of receipt. Loan repayments made by a mortgagor shall be posted by the Manager to
the mortgagors housing loan account within two business days of
receipt. The Manager shall conduct the day-to-day operation, direct continuing
management and administration of each housing loan. The Manager shall select, make arrangements for, manage, monitor and
supervise Authorised Investments. The Manager shall facilitate the payment to the Trustee of all income
and principal and other payments arising from or in respect of
Authorised Investments. The Manager shall deal with Mortgagors, Mortgage Insurers, other
insurers and other persons in respect to Authorised Investments. The Manager shall be responsible for the establishment and maintenance
of records and the production of reports in relation to Authorised
Investments. i




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Appendix 1 DISBURSEMENTS The Manager shall determine payments and allocations to be made by the
Trustee on Payment Dates and Maturity Dates.  2.
    
    The Manager shall direct the Trustee to apply collections in
accordance with the requirements of the Sub-Fund Notice.3.
    
    If the Trustee fails to make any payment to a Noteholder, the
Manager shall ensure such payment occurs to the extent of available
funds. INVESTOR ACCOUNTING AND REPORTING The Manager shall deliver a Quarterly Servicing Report in relation to a
Quarterly Payment Date, to the Note Trustee. The Manager shall send to the Class A Noteholders, such summaries of
any information, documents and reports required to be filed by the
Manager (or Issuer Trustee) in accordance with the Securities and
Exchange Act of 1934 or the rules and regulations of the Securities and
Exchange Commission. The Manager shall provide to the Note Trustee within 120 days after the
end of each fiscal year, a certificate as to the officers knowledge of
the activities of the Manager in respect of the PUMA Trust and
outlining whether a Default has occurred. The Manager shall provide to the Note Trustee, within 10 Business Days
of the date of its issue, a copy of the Auditors report on the annual
financial statements of the Trust. The Manager shall provide to the Note Trustee, a Counsels opinion
within 120 days of the end of each fiscal year, stating that such
action has been taken with respect to the recording, filing,
re-recording and re-filing of the Security Trust Deed. The Manager shall prepare and submit to the Issuer Trustee, all
documents required to be filed with or submitted to the Securities and
Exchange Commission (or any stock exchange on which the Class A Notes
are listed). MORTGAGOR LOAN ACCOUNTING The Manager shall maintain appropriate records of each mortgagors
housing loan account activity and balance. The Manager shall set the interest rate for, calculate interest on and
apply interest to each housing loan account in accordance with the
terms of the housing loans. ii




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Appendix 1  DELINQUENCIES AND DEFAULTS The Manager shall identify and record the details and status of
delinquent and defaulting loans and shall provide calendar monthly
statements to relevant parties regarding the collection efforts
undertaken on defaulting loans, entitlement reports and insurance
policies.  INSURANCE POLICIES AND SECURITY ENHANCEMENTS The Manager shall have in effect a Professional Indemnity insurance
policy and a Directors and Officers insurance policy The Manager shall ensure that all Security Enhancements are current. The Manager shall ensure that all fees, costs and expenses including
mortgage insurance premiums are promptly paid. The Manager shall find a suitable replacement for a Security
Enhancement if it is terminated. The Manager shall provide all reports required by the party providing a
Security Enhancement. The Manager shall comply with requirements of the Mortgage Insurers. The Manager shall assist the Trustee in complying with the requirements
of the Mortgage Insurers.  GENERAL UNDERTAKINGS The Manager shall provide the Trustee with a Managers certificate
certifying that to the best of the Managers knowledge and belief, the
loan secured by the Approved Mortgage satisfies the criteria for a
Loan. The Manager shall ensure that all necessary acts, matters and things
are performed to ensure the preservation of the Trustees rights. The Manager shall enter into Hedging Arrangements (when necessary). The Manager shall provide a report to the Trustee every 6 months
certifying the currency of each Originators professional indemnity
insurance and fidelity cover. The Manager shall establish and monitor Support Facilities in respect of each Sub-Fund and
Warehouse Fund and make any claims and applications thereunder. iii




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Appendix 2 The Uniform Single Attestation Program i




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Table of Contents PageACKNOWLEDGEMENTS
    
    iiPREFACE
    
    iiiINTRODUCTION
    
    
    1MINIMUM SERVICING STANDARDS
    
    
    4I.     Custodial Bank Accounts
    
    
    4II.    Mortgage Payments
    
    
    4III.   Disbursements
    
    
    4IV.   Investor Accounting and Reporting
    
    
    5V.    Mortgagor Loan Accounting
    
    
    5VI.   Delinquencies
    
    
    5VII.  Insurance Policies
    
    
    6EXHIBIT I EXAMPLE MANAGEMENT ASSERTIONEXHIBIT II EXAMPLE MANAGEMENT REPRESENTATION LETTEREXHIBIT III EXAMPLE CPA REPORTAPPENDIX A GLOSSARY
 i




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ACKNOWLEDGEMENTS Several years ago, members of the Mortgage Bankers Association of
Americas (MBAs) Audit & Internal Controls Subcommittee undertook a project to
revise MBAs Uniform Single Audit Program for Mortgage Bankers (USAP). A USAP
Working Group was formed under the leadership of then  Subcommittee Chairman
Geoffrey A. Oliver, KPMG Peat Marwick LLP, to work with the staff of the AICPA
to produce a cost-effective document that meets the needs of potential users of
the USAP Report. The project was delayed due, is part, to the issuance of the
AICPAs Statements on Standards for Attestation Engagements subsequent to the
publication of the last USAP in 1983. The USAP now complies with these
standards and had been renamed the Uniform Single Attestation Program for
Mortgage Bankers. In the years since the first USAP Working Group was formed, numerous
individuals from industry and the accounting profession have contributed their
time and expertise to reviewing and commenting on various drafts of the USAP.
Those individuals have included mortgage company presidents, members of MBAs
Audit & Internal Controls Subcommittee, leaders of MBAs Loan Administrative
Committee, members of the Affiliation of Mortgage Banking Auditors, auditors
with the Big Six and other accounting firms, representatives of the secondary
market agencies, and the staff of the AICPA. The MBA and the industry owes
those individuals a debt of gratitude. As Chairman of the USAP Working Group since 1992, I would like to express
my personal appreciation to J. Mark Hanson, Fleet Mortgage Corp.; William
Glasgow, Jr., CMB, BancBoston Mortgage Corp.; John J. duHadway, Deloitte &
Touche LLP; Nicholas R. Bottini, Cortland L. Brovitz & Co. P.C.; Robert G.
Arnall, Arthur Anderson LLP; Robert W. Swegle, Ernst & Young LLP; Laura A.
Pepthens, Coopers & Lybrand LLP; Arlene K. Spencer and Steven F. Eckstein,
Source One Mortgage Services Corp.; Peter M. Hill, North American Mortgage
Company, Lawrence G. Roder, Fleet Mortgage Group, Inc.; Edward D. Hughes, GMAC
Mortgage Corporation; James P. Gross, J.I. Kislak Mortgage Corp.; Robert B.
Kenyon, First Union Mortgage Corp.; Eugene T. Ichner, Chase Manhattan Bank, and
Paul Fender, Kenneth Leventhal & Co. for their thoughtful comments and
suggestions. In addition, I would like to express special thanks to Geoffrey
A. Oliver; Alison B. Utermehlen, Mortgage Bankers Association of America; and
James F. Green, AICPA, for the countless hours they spent working on all phases
of this latest USAP revision. Dean F. Fox, Chairman, Audit & Internal
Controls Subcommittee (1992  1994) and
USAP Working Group (1992-1995),
Financial Management Committee,
Mortgage Bankers Association of America ii




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PREFACE The Uniform Single Audit Program for Mortgage Bankers was introduced in
1965 by the Mortgage Bankers Association of America (MBA) and subsequently
revised in 1975 and 1983. The program has been revised again to reflect
changes in the mortgage banking industry and in servicing technology, and has
been renamed the Uniform Single Attestation Program for Mortgage Bankers (USAP)
because it now involves an examination engagement performed in accordance with
Statements on Standards for Attestation Engagements (SSAE), specifically, SSAE
No. 3, Compliance Attestation(AICPA, Professional
Standards,vol. 1, AT sec.
500). The USAP was rewritten in cooperation with the American Institute of
Certified Public Accountants (AICPA). The purpose of the revised approach is to provide investors in residential
mortgage loans with assurance relating to managements written assertion about
a servicing entitys1 compliance with the minimum servicing standards set forth
in the USAP by the MBA. These standards, which were identified by members of
MBAs Audit and Internal Controls Subcommittee with the assistance of
representatives from the secondary market agencies, independent CPAs, and
industry leaders, establish the compliance criteria against which a servicing
entitys management and the independent certified public accountant (CPA) will
report. Each standard represents a specific minimum requirement with which a
servicing entity is expected to be in material compliance. The type and extent
of procedures to be performed by the CPA to examine and report on managements
written assertion about a servicing entitys compliance with these standards is
the responsibility of the CPA. Potential users of the USAP Reportinclude all parties with an interest in
managements assertion about a servicing entitys compliance with the minimum
servicing standards and, specifically, those to whom the mortgage servicer is
obligated, through contractual agreement, to furnish a copy of the Report.
Reporting under the USAP, therefore, is mandated by the terms of a servicing
entitys agreements including its investor servicing agreements and, possibly,
agreements with creditors, regulators and potential acquirers of mortgage
servicing rights. However, because these parties may have different interests
and concerns about a servicing entitys operations, the USAP was written to
address compliance criteria related to residential mortgage loan servicing. Because the minimum servicing standards in the USAP include many, but not
all, of the servicing requirements generally required by investors, it does not
purport to address all aspects of an entitys servicing operations. Management
and CPA reports under the USAP, therefore, provide no assurance regarding a
servicing entitys compliance with any standards, controls, and requirements
that are not identified to the minimum servicing standards. Certain investor
and governmental requirements may either be more restrictive or involve more
areas of compliance than the minimum servicing standards. However, the USAP
standards are intended to represent commonly required minimum servicing
standards that: (1) satisfy the primary need of the user to   1
    
    Terms defined in the glossary (Appendix A) are in boldface type the first
time they appear in the Program. iii




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obtain a minimum level of assurance concerning compliance by a servicing
entity with those standards, and (2) can serve as criteria for a management
assertion that can be examined and reported on by a CPA on a cost-effective
basis. The USAP Report differs from a report issued under Statement on Auditing
Standards (SAS) No. 70, Reports on the Processing of Transactions by Service
Organizations(AICPA, Professional Standards, vol. 1, AU sec. 324), and is not
a substitute for such a report. SAS No. 70 reports are intended to provide
CPAs of investor organizations with information about a servicing entitys
control structure policies and procedures that might affect an investor
organizations financial statements. They provide assurance that a servicing
entitys description of its control structure policies and procedures is fairly
presented, that the policies and procedures have been placed in operation as of
a specified date, and that the policies and procedures are suitably designed to
achieve specified control objectives. Such information enables an investor
organization CPA to obtain a sufficient understanding of the internal control
structure of the investor organization to plan the audit. Some SAS No. 70
reports include a description of tests of the operating effectiveness of a
servicing entitys control structure policies and procedures. When such
policies and procedures are operating effectively, the investor organization
CPA may be able to reduce his or her assessment of control risk for certain
financial statement assertions. In contract, USAP Reports are intended to
provide investors in loans with assurance about compliance with specific
minimum residential loan servicing standards. iv




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INTRODUCTION  1.
    
    Concept of a Uniform Single Attestation Program The concept of a uniform single attestation program involves the
acceptance by different users of a single CPA report on managements written
assertion about a servicing entitys compliance with the minimum servicing
standards in the USAP. A single program precludes the need for several
compliance reporting programs to be developed by a number of different users.  2.
    
    Managements Representations SSAE No. 3 requires that the CPA obtain a written assertion and letter of
representation from management. Managements written assertion about a
servicing entitys compliance with the minimum servicing standards in the USAP
is the basis for testing and, therefore, is integral to the performance of the
engagement and the CPAs rendering of an opinion. See Exhibit I for an
illustrative management assertion and Exhibit II for an illustrative management
representation letter.  3.
    
    Qualifications of Independent Certified Public Accountant To be acceptable, the USAP must be performed by a CPA who complies with
the applicable provisions of the public accountancy law and rules of the
jurisdiction in which the CPA is licensed. The CPA must meet applicable
continuing professional education requirements and quality control standards,
must participate in a practice monitoring program comparable to those
prescribed by the AICPA, and must be independent of the servicing entity as
defined and interpreted under the Code of Professional Ethics of the AICPA.  4.
    
    Standards for Acceptability The USAP must be performed by a CPA in accordance with SSAE No. 3. In
accepting the USAP Report, each user recognizes that it relates to a servicing
entitys compliance with the minimum servicing standards in the USAP and not to
compliance with specific servicing agreements. See Exhibit III for an
illustrative CPA report.  5.
    
    Report to Users A servicing entity shall send to each user a copy of the USAP Report
resulting from the performance of the USAP. The Report shall be submitted to
users within ninety (90) days of the end of the servicing entitys reporting
period. SSAE No. 3 addresses circumstances in which noncompliance by a servicing
entity would require modification of the CPAs report (see ¶¶ 61 et. seq.). 1




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6.
    
    Reporting Exceptions The CPAs report pursuant to an examination under SSAE No. 3 includes an
opinion on managements assertion regarding a servicing entitys compliance
with the minimum servicing standards in the USAP. Consequently, unlike an
agreed-upon procedures engagement under SSAE No. 3, specific findings (or
exceptions) are not reported under the USAP unless the CPA concludes that
managements assertion is not fairly stated in all material respects.  7.
    
    Sampling In accordance with SSAE No. 3, the CPA determines the procedures to be
performed and evaluates the sufficiency of the evidence obtained using
professional judgment. When exercising such judgment, the CPA may consider the
guidance of SSAE No. 1 (AICPA, Professional Standards, vol. 1 AT sec. 100) and
SAS No. 39, Audit Sampling(AICPA, Professional Standards, vol. 1, AU sec.
350).  8.
    
    Timing Although it is intended that the USAP Report will relate to a period
covering twelve months, there may be circumstances in which a twelve-month
period is not covered. The USAP Report could, for example, relate to
compliance during an interim period between a servicing entitys fiscal
year-end and a new USAP reporting-period end in the year such a change is made.
The period covered by the USAP shall be stated in both managements assertion
and the CPAs report.  9.
    
    Role of Internal Auditors Work The CPAs examination of managements assertion under the USAP may
consider evidence produced by the internal audit function to the extent
permitted by SAS No. 65, The Auditors Consideration of the Internal Audit
Function in an Audit of Financial Statements(AICPA, Professional Standards,
vol. 1 AU sec. 322).  10.
    
    Planning Considerations SSAE No. 1 (AICPA, Professional Standards, vol. 1, AT sec. 100.28-32)
provides guidance on planning attestation engagements. The CPA may wish to
consider the following matters when planning the engagement:  
    
    Certain populations of transactions may be subject to more than one
minimum servicing standard. Accordingly, it may be more efficient to
apply related procedures to the attributes of a common sample of
transactions. for example, selecting a sample of mortgage payments
subject to the deposit, posting, allocation, and investor remittance
process might be more efficient than selecting separate samples for
each attribute.  
    
    Efficiency might be gained by performing some portion of the work at
an interim date. For example, tests might be applied to applicable
populations of transactions as of 2




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an interim test date with additional testing through the end of the
period covered by managements assertion.  11.
    
    Effective Date The effective date for application of the USAP is for management
assertions made about entities compliance with the minimum servicing standards
for fiscal periods ending on or after December 15, 1995, with earlier
application encouraged. 3




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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:  
    
    Be mathematically accurate;
    
    Be prepared within forty-five (45) calendar days after the cutoff date;
    
    Be reviewed and approved by someone other than the person who prepared the reconciliation; and
    
    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. 4




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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). 5




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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. 6




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Exhibit I Example Management Assertion2 [Letterhead of XYZ Mortgage Company] As of and for the [period] ended [date], XYZ Mortgage Company has complied3 in
all material respects with the minimum servicing standards set forth in the
Mortgage Bankers Association of Americas Uniform Single Attestation Program
for Mortgage Bankers. As of and for this same period, XYZ Mortgage Company had
in effect a fidelity bond and errors and omissions policy in the amount of
[specify amount]. Name and Title4 Date   2
 3      Management should appropriately modify its assertion for matters of material
non-compliance and include a description of such non-compliance. 4      The assertion should be signed by members of management who are responsible
for and knowledgeable, directly or through others in the organization, about
the matters covered by the assertion. Normally, the chief executive officer,
the chief financial officer, and/or the chief servicing officer should sign the
assertion.




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Appendix 2 Exhibit II Example Management Representation Letter [Letterhead of XYZ Mortgage Company] [Addressed to CPA] In connection with your examination of our assertion that XYZ Mortgage Company
complied with the minimum servicing standards in the Mortgage Bankers
Association of Americas Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the [period] ended [date], we recognize that
obtaining representations from us concerning the information contained in this
letter is a significant procedure in enabling you to express an opinion on
managements assertion about compliance with the minimum servicing standards.
Accordingly, we make the following representations, which are true to the best
of our knowledge and belief in all material respects:  1.
    
    We are responsible for complying with the minimum servicing standards in
the USAP.2.
    
    We are responsible for establishing and maintaining an effect internal
control structure over compliance with the minimum servicing standards.3.
    
    We have performed an evaluation of XYZ Mortgage Companys compliance with
the minimum servicing standards.4.
    
    As of and for the [period]ended [date], XYZ Mortgage Company has
complied with the minimum servicing standards. [This assertion should be
modified as necessary to identify any noncompliance.]55.
    
    We have disclosed to you all known noncompliance with the minimum
servicing standards.6.
    
    We have made available to you all documentation related to compliance
with the minimum servicing standards.7.
    
    We have made the following interpretation of the minimum servicing
standard related to... [This assertion should state managements
interpretation of any compliance requirements that have varying
interpretations.]8.
    
    We have disclosed any communications from regulator agencies, internal
auditors, and other practitioners concerning possible noncompliance with
the minimum servicing standards, including communications received between
[specify the end of the period addressed in managements assertion and the
date of the CPAs report].   5
    
    Any instances of material noncompliance should be explained here or in a
separate addendum to this letter. i




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Appendix 2  9.
    
    We have disclosed to you any known noncompliance occurring subsequent to
[specify period covered by managements assertion]. Name and Title2 Date   2
    
    As specified in # 9 of SAS No. 19, Client Representations(AICPA,
Professional Standards, vol. 1, AU sec. 333), the representation letter should
be signed by members of management whom the CPA believes are responsible for
and knowledgeable, directly or through others in the organization, about the
matters covered by the representations. Normally, the chief executive officer,
the chief financial officer, and/or the chief servicing officer should sign the
representation letter. ii




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Appendix 2 EXHIBIT III Example CPA Report1 Independent Accountants Report To XYZ Mortgage Company: We have examined managements assertion about XYZ Mortgage Companys compliance
with the minimum servicing standards identified in the Mortgage Bankers
Association of Americas Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the [period] ended [date] included in the
accompanying management assertion. Management is responsible for XYZ Mortgage
Companys compliance with those minimum servicing standards. Our
responsibility is to express an opinion on managements assertion about the
entitys compliance based on our examination. Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about XYZ Mortgage Companys compliance
with the minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
a legal determination on XYZ Mortgage Companys compliance with the minimum
servicing standards. In our opinion, managements assertion that XYZ Mortgage Company complied with
the aforementioned minimum servicing standards as of and for the [period] ended
[date] is fairly stated, in all material respects.   1
    
    ¶¶ 61 et seq. of SSAE No. 3 address circumstances in which the CPA should
modify the standard report. iii




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Appendix 2 Appendix A Glossary Cutoff Date  The date as of which a bank account is reconciled every month. It may,
or may not, coincide with a prescribed investor reporting date but shall
be consistent from period to period. Material Compliance  Paragraphs 35 and 36 of SSAE No. 3 provide guidance on the factors the
CPA should take into account when making judgments about an entitys
compliance with the minimum servicing standards in the USAP. Servicing Entity  An entity that is engaged in servicing residential mortgage loans.
Residential mortgage loan servicing involves performing certain loan
administration functions, including collecting mortgage payments,
disbursing principal and interest payments to investors, maintaining tax
and insurance escrow accounts, and managing delinquent loans and
foreclosed properties. The entity performs these functions for a fee on
behalf of investors in loans, pursuant to its investor servicing
agreements. USAP Report  The report that shall be furnished to investors upon completion of the
USAP engagement and is comprised of managements assertion (see Exhibit
I) and the CPAs report (see Exhibit III). iv