EXHIBIT 99.2

INDEPENDENT AUDITORS' REPORT

To the M&I Auto Loan Trust 2002-1:

We have examined management's assertion about M&I Marshall & Ilsley Bank's (the
"Bank") compliance with its established minimum servicing standards identified
and included in the accompanying management assertion as of and for the year
ended December 31, 2002, dated March 31, 2003. Management is responsible for the
Bank's compliance with those minimum servicing standards. Our responsibility is
to express an opinion on management's assertion about the Bank's compliance
based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institue of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank's
compliance with its 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 the Bank's compliance with its minimum
servicing standards. We are independent of the Bank within the meaning of the
Code of Professional Ethics of the American Institute of Certified Public
Accountants.

In our opinion, management's assertion that the Bank complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2002, is fairly stated in all material respects.

/s/ Deloitte & Touche

Milwaukee, Wisconsin
March 31, 2003