<PAGE>
As filed with the Securities and Exchange Commission on March 21, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Filed on
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
Westpac Securitisation Management Pty Limited
(ACN 000 049 472)
(Exact name of registrant as specified in governing instruments)
---------------
Australian Capital Level 25, 60 Martin Place Not Applicable
Territory, Sydney, NSW 2000 (I.R.S. Employer
Commonwealth of Australia Australia Identification Number)
(State or other (Address of principal
jurisdiction of executive offices)
incorporation or
organization)
---------------
Lewis E. Love, Jr., Director & Secretary
Westpac Securitisation Management Pty Limited
575 Fifth Avenue, 39th Floor New York, New York 10017-2422
Telephone: (212) 551-1905
(Name and address of agent for service)
---------------
Copies to:
<TABLE>
<S> <C>
Susan Bannigan Diane Citron, Esq.
Head of Group Securitisation Mayer, Brown & Platt
Westpac Banking Corporation 1675 Broadway
Level 6, 60 Martin Place New York, New York 10019-5820
Sydney, NSW 2000 (212) 506-2500
Australia
</TABLE>
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
being Registered Registered Per Unit* Price* Fee
- ------------------------------------------------------------------------------------------------------
Mortgage Backed Notes..................... $1,000,000 100% $1,000,000 $264.00
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee.
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement includes (i) a base prospectus and (ii) an
illustrative form of prospectus supplement for use in the offering of each
series of Mortgage Backed Notes. Appropriate modifications will be made to the
form of prospectus supplement to disclose the specific terms of any particular
series of notes, the specific classes of notes to be offered thereby, and the
terms of the related offering. Each base prospectus used (in either preliminary
or final form) will be accompanied by a prospectus supplement. Because an
affiliate of the Registrant intends to make a market in the notes of one or
more series for which its acts as an underwriter, immediately following the
form of the prospectus and prospectus supplement there follow (a) alternate
pages of the prospectus and (b) alternate pages of the form of prospectus
supplement. All other pages of the prospectus and prospectus supplement are
also to be used in the market-making prospectus and prospectus supplement.
Westpac Securitisation Management Pty Limited ("WSM") has filed this
Registration Statement on Form S-3 with the Securities and Exchange Commission
staff's permission based in part on the staff's experience with prior, similar
WSM filings and WSM's various undertakings and representations.
2
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement and the accompanying prospectus +
+is not complete and may be changed. We may not sell these securities until +
+the registration statement filed with the Securities and Exchange Commission +
+is effective. This prospectus supplement and the accompanying prospectus are +
+not an offer to sell these securities and they are not soliciting an offer to +
+buy these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion, dated ,
Prospectus supplement
dated [ , 20 ] (to prospectus dated [ , 2000])
[$ ]
Westpac Securitisation Management Pty Limited
(ACN 081 709 211)
Trust Manager
Westpac Banking Corporation (ARBN 007 457 141)
Seller
Westpac Securities Administration Limited (ACN 000 049 472)
in its capacity as Issuer Trustee of the Series [ ] WST Trust
Mortgage Backed [Floating] [Fixed] Rate Notes, Series [ ]
The notes will be collateralized by a pool of housing loans secured by
properties located in Australia. The [Series WST Trust] will be governed
by the laws of New South Wales, Australia.
The notes are not deposits and neither the notes nor the underlying housing
loans are insured or guaranteed by any governmental agency or instrumentality.
The notes represent obligations of the issuer trustee in its capacity as
trustee of the [Series WST Trust] only and do not represent obligations of
or interests in, and are not guaranteed by any other entity.
[An application has been made to the [insert applicable exchanges] to admit
the [ ] notes.]
Investing in the notes involves risks. See "Risk Factors" on page S- .
The issuer trustee will offer the [insert applicable classes] notes to the
public [at varying prices to be determined at the time of sale].
<TABLE>
<CAPTION>
Proceeds
Initial [Initial] Underwriting to
Principal Interest Price to Discounts and Issuer
Balance Rate Public Commissions Trustee
--------- --------- -------- ------------- --------
<S> <C> <C> <C> <C> <C>
Class Notes.............. $ [ %] [ %] [ %] [ %]
Class Notes.............. $ [ %] [ %] [ %] [ %]
Total....................... $ $ $ $
</TABLE>
Neither the SEC nor any state securities commission has approved the notes
or determined that this prospectus supplement or the prospectus is accurate or
complete. Any contrary representation is a criminal offense.
[Name of Underwriters]
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Australian Disclaimers.................................................... S-1
Important Notice About Information Presented in this Prospectus
Supplement and the Accompanying
Prospectus............................................................... S-2
Disclaimers with Respect to Sales to Non-U.S. Investors................... S-3
Summary................................................................... S-4
Parties to the Transaction............................................... S-4
Summary of the Notes..................................................... S-5
Structural Diagram....................................................... S-6
Structural Overview...................................................... S-7
Housing Loan Statistics.................................................. S-8
Collections.............................................................. S-10
Interest on the Notes [and RFSs]......................................... S-10
Principal on the Notes [and RFSs]........................................ S-10
Allocation of Cash Flows................................................. S-11
[Charts describing the flow of payments]................................. S-12
Credit Enhancements...................................................... S-13
Subordination an Allocation of Losses................................... S-13
[Mortgage Insurance Policies]........................................... S-13
[Excess Interest Collections]........................................... S-13
Liquidity Enhancements................................................... S-13
Principal Draws......................................................... S-13
[Liquidity [Reserve][Facility].......................................... S-13
Redraws.................................................................. S-13
Hedging Arrangements..................................................... S-13
Optional Repurchase of the Housing Loans................................. S-13
[Pre-funding][Revolving Period].......................................... S-14
Withholding Tax.......................................................... S-14
U.S. Federal Income Tax Matters.......................................... S-15
Legal Investment......................................................... S-15
ERISA Considerations..................................................... S-15
Book-Entry Registration.................................................. S-15
Risk Factors.............................................................. S-16
The notes will be paid only from the assets of the trust................. S-16
You face an additional possibility of loss because the issuer trustee
does not hold legal title to the housing loans.......................... S-16
[A borrower's ability to offset may affect the return on your notes]..... S-17
Westpac and the servicer may commingle collections on the housing loans
with their assets....................................................... S-17
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
There is no way to predict the actual rate and timing of payments on the
housing loans........................................................... S-18
Losses and delinquent payments on the housing loans may affect the return
on your notes........................................................... S-18
Enforcement of the housing loans may cause delays in payment and losses.. S-19
Some of the housing loans have high loan-to-value ratios which may affect
the return on your notes................................................ S-19
[Subordination of the Class [ ] notes provides only limited protection
against losses]......................................................... S-20
Prepayments during a collection period may result in you not receiving
your full interest payments............................................. S-20
The resignation or termination of the servicer may affect the return on
your notes.............................................................. S-20
[The issuance of RFSs and/or RFS notes may affect the timing and amount
of payments made on other classes of notes]............................. S-21
[If the seller [trustee] repurchases the housing loans, you could suffer
losses and the yield on your notes could be lower than expected]........ S-21
You may not be able to resell your notes................................. S-22
Payments holidays may result in you not receiving your full interest
payments................................................................ S-22
The proceeds from the enforcement of the security trust deed may be
insufficient to pay amounts due to you.................................. S-22
[The termination of any of the swaps or the implementation of currency
exchange controls may subject you to losses]............................ S-23
The imposition of a withholding tax will reduce payments to you and may
lead to an early redemption of the notes................................ S-23
Westpac's ability to set the interest rate on variable rate housing loans
may lead to increased delinquencies or prepayments...................... S-23
The features of the housing loans may change, which could affect the
timing and amount of payments to you.................................... S-24
[There are limits on the amount of available liquidity to insure payments
of interest to you]..................................................... S-24
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
[The use of principal collections to cover liquidity shortfalls may lead
to principal losses].................................................... S-25
[A decline in Australian economic conditions may lead to losses on your
notes] ................................................................. S-25
Consumer protection laws may affect the timing or amount of interest or
principal payments to you .............................................. S-25
The concentration of housing loans in specific geographic areas may
increase the possibility of loss on your notes.......................... S-26
[The implementation of the new goods and services tax in Australia is
likely to decrease the funds available to the trust to pay you]......... S-26
You will not receive physical notes representing your notes, which can
cause delays in receiving distributions and hamper your ability to
pledge or resell your notes............................................. S-27
Australian tax reform proposals could affect the tax treatment of the
trust .................................................................. S-27
[Additional risk factors applicable for a specific series] .............. S-27
U.S. Dollar Presentation.................................................. S-28
The Trust ................................................................ S-28
General.................................................................. S-28
Transfer and Assignment of the Housing Loans............................. S-28
Representations, Warranties and Eligibility Criteria..................... S-29
Description of the Pool of Housing Loans.................................. S-29
General.................................................................. S-29
Details of the Housing Loan Pool......................................... S-30
Description of the Notes.................................................. S-30
General.................................................................. S-30
Book Entry Registration.................................................. S-31
Definitive Notes......................................................... S-32
Key Dates and Periods.................................................... S-32
[Example] Calendar ..................................................... S-34
Collections.............................................................. S-34
Calculation of Total Available
Funds................................................................... S-34
Available Income........................................................ S-35
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
[Principal Draws]........................................................ S-36
[Liquidity Draws]........................................................ S-36
Remaining Liquidity Shortfall............................................ S-37
Distribution of Total Available
Funds.................................................................... S-37
Trust Expenses........................................................... S-37
Interest Payable on the Notes............................................. S-37
Calculation of Interest Payable on the Notes............................. S-37
Excess Available Income................................................... S-38
Gross Principal Collections............................................... S-38
Principal Collections..................................................... S-39
Principal Distributions................................................... S-40
[Subordination and Allocation of Losses].................................. S-40
[Redraws]................................................................. S-40
[Pre-Funding][Revolving Period]........................................... S-40
Application of Principal Charge Offs...................................... S-40
Allocating Liquidation Loss.............................................. S-40
[Insurance Claims]....................................................... S-41
Principal Charge Offs.................................................... S-42
Reimbursement of Principal Charge Offs................................... S-42
Payments into US$ Account................................................. S-42
Payments out of US$ Account............................................... S-42
The Interest Rate Swap.................................................... S-42
The Currency Swap......................................................... S-42
Distributions after an Event of Default under the Security Trust Deed..... S-42
Optional Redemption of the Notes.......................................... S-42
Final Maturity Dates...................................................... S-43
Reports to Noteholders.................................................... S-43
Description of the Transaction
Documents................................................................. S-43
[The Mortgage Insurance Policies]......................................... S-43
[Liquidity [Facility][Account]]........................................... S-43
[Redraw Facility]......................................................... S-43
Description of the Trustees............................................... S-43
The Issuer Trustee....................................................... S-43
General................................................................. S-43
The Security Trustee..................................................... S-44
General................................................................. S-44
[Duties and Liabilities of the Security Trustee]........................ S-44
Indemnification......................................................... S-45
</TABLE>
iii
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Note Trustee.......................................................... S-45
Servicing.................................................................. S-45
The Servicer.............................................................. S-45
Servicing of Housing Loans................................................ S-45
Collection and Enforcement Procedures..................................... S-46
Delinquencies and Mortgagee in Possession Experience...................... S-47
Prepayment and Yield Considerations........................................ S-48
General................................................................... S-48
Prepayments............................................................... S-48
Rate of Payments.......................................................... S-49
[The Subordinate Notes]................................................... S-49
[Special Sensitivities]................................................... S-49
Prepayment Rate Model and Modeling Assumptions............................ S-50
[Additional Information]................................................... S-51
[Legal Aspects of the Housing Loans]....................................... S-51
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
[Federal Income Tax Consequences].......................................... S-51
[Australian Tax Matters]................................................... S-51
[ERISA Considerations]..................................................... S-51
Plan of Distribution....................................................... S-52
Underwriting.............................................................. S-52
[Offering Restrictions]................................................... S-53
Listing and General Information............................................ S-54
Exchange Controls and Limitations.......................................... S-54
Announcement............................................................... S-55
Ratings of the Notes....................................................... S-55
Legal Matters.............................................................. S-55
Glossary................................................................... G-1
Appendix A................................................................. A-1
</TABLE>
iv
<PAGE>
Australian Disclaimers
. The notes do not represent deposits or other liabilities of Westpac
or associates of Westpac.
. The holding of the notes is subject to investment risk, including
possible delays in repayment and loss of income and principal
invested.
. Neither Westpac nor any associate of Westpac in any way stands behind
the capital value and/or performance of the notes or the assets of
the trust except to the limited extent provided in the transaction
documents for the trust.
. None of Westpac, Westpac Securities Administration Limited, in its
individual capacity and as issuer trustee [and as seller trustee,]
The Mortgage Company Pty Limited, as servicer, or Westpac
Securitisation Management Pty Limited, as trust manager, guarantees
the payment of interest or the repayment of principal due on the
notes.
. None of the obligations of Westpac Securitisation Management Pty
Limited, as trust manager or Westpac Securities Administration
Limited, as issuer trustee, in respect of the notes are guaranteed in
any way by Westpac or any associate of Westpac.
S-1
<PAGE>
----------------
Important Notice About Information Presented in this
Prospectus Supplement and the Accompanying Prospectus
We describe the notes in two separate documents that progressively
provide more detail: (1) the accompanying prospectus, which provides general
information, some of which may not apply to this series of notes; and (2) this
prospectus supplement, which describes the specific terms of this series of
notes and may be different from the information in the prospectus.
If the description of the terms of the notes varies between this
prospectus supplement and the prospectus, you should rely on the information in
this prospectus supplement.
Neither this prospectus supplement nor the prospectus contains all of the
information included in the registration statement. The registration statement
also includes copies of the various contracts and documents referred to in this
prospectus supplement and the prospectus. You may obtain copies of these
documents for review. See "Where You Can Find More Information" in the
prospectus.
If you require additional information, the mailing address of our office
in the United States is Westpac Securitisation Management Pty Limited, 575
Fifth Avenue, 39th Floor, New York, New York 10017-2422, Attention: Lewis E.
Love, Jr., Director & Secretary, and the telephone number is (212) 551-1905.
We include cross-references in this prospectus supplement and in the
accompanying prospectus to captions in these materials where you can find
further related discussions. The preceding Table of Contents and the Table of
Contents included in the accompanying prospectus provide the pages on which
these captions are located.
You can find definitions of capitalized terms used in this prospectus
supplement and the accompanying prospectus under the caption "Glossary" in this
prospectus supplement and in the accompanying prospectus.
In this prospectus supplement, the terms "we", "us" and "our" refer to
Westpac Securitisation Management Pty Limited.
----------------
S-2
<PAGE>
[Disclaimers with Respect to Sales to Non-U.S. Investors]
[Insert appropriate disclaimers and restrictions relating to any relevant
non-U.S. jurisdictions]
S-3
<PAGE>
Summary
This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making your
investment decision. This summary contains an overview of some of the concepts
and other information to aid your understanding. All of the information
contained in this summary is qualified by the more detailed explanations in
other parts of this prospectus supplement.
Parties to the Transaction
<TABLE>
<S> <C>
Trust: .......................... Series [ ] WST Trust
Issuer Trustee: ................. Westpac Securities Administration Limited (ACN 000 049
472), in its capacity as trustee of the trust
Trust Manager and Registrant: ...
Westpac Securitisation Management Pty Limited (ACN 081
709 211), [Level 25, 60 Martin Place, Sydney, NSW 2000,
Australia]
Note Trustee: ................... [ ]
Security Trustee: ............... [ ]
Seller[s]: ...................... [Westpac Banking Corporation (ARBN 007 457 141)] [and]
[Westpac Securities Administration Limited in its
capacity as seller trustee]
Servicer: ....................... The Mortgage Company Pty Limited (ACN 070 968 302)
[Seller Trustee:]................ [Westpac Securities Administration Limited in its
capacity as trustee of the [ ] WST Trust]
Paying Agent and Note
Registrar: ...................... [ ]
[Interest Rate Swap Provider:] .. [ ]
[Currency Swap Provider:] ....... [ ]
[Mortgage Insurers:] ............ [ ]
[Redraw Facility Provider:] ..... [ ]
[Liquidity Facility Provider:] .. [ ]
Underwriters: ................... [ ]
[Listing Agent]: ................ [ ]
[Rating Agencies:] .............. [ ]
</TABLE>
S-4
<PAGE>
Summary of the Notes
<TABLE>
<CAPTION>
[Class ] [Class ] [Class ] [Class ]*
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Initial Principal Balance: US$ [US$] [US$] [US$/A$]
------------------------------------------------------------------------------
% of Total: [ %] [ %] [ %] [ %]
------------------------------------------------------------------------------
Anticipated Ratings:
[ ]
[ ]
[ ]
------------------------------------------------------------------------------
Interest Rate:
------------------------------------------------------------------------------
Interest Accrual Method:
------------------------------------------------------------------------------
Payment Dates: [ ] day of each [ ], or if [ ] day is
not a business day, then the next business day
------------------------------------------------------------------------------
Final Scheduled
Payment Date:**
------------------------------------------------------------------------------
Clearance/ [DTC/Euroclear/Clearstream- [DTC/Euroclear/
Settlement: Luxembourg/Austraclear] Clearstream-
Luxembourg/
Austraclear]
------------------------------------------------------------------------------
Cut-Off Date: Close of business,[ ]
------------------------------------------------------------------------------
Pricing Date: [ ]
------------------------------------------------------------------------------
Closing Date: On or about [ , 20 ]
------------------------------------------------------------------------------
Final Maturity Date: The payment date falling in [ ]
</TABLE>
* We are providing information for the non-offered notes solely to
assist the reader's understanding of the notes offered by this
prospectus supplement.
** Assuming that there are no prepayments on the housing loans, that
the issuer trustee is not directed to exercise its right of optional
redemption of the notes and the other modeling assumptions contained
in "Prepayment and Yield Considerations" occur.
S-5
<PAGE>
Structural Diagram
[Insert diagram of specific transaction]
S-6
<PAGE>
Structural Overview
Westpac established the Westpac Securitisation Trust Programme pursuant
to a master trust deed dated February 14, 1997, between Westpac Securities
Administration Limited and The Mortgage Company Pty Limited. The master trust
deed provides the general terms and structure for securitization under the
program. A series notice between the issuer trustee, the trust manager and
others will set out the specific terms of the Series [ ] WST trust
and the notes, which may vary from the terms set forth in the master trust
deed. Westpac Securitisation Management Pty Limited is appointed as trust
manager of the Series [ ] WST trust on the terms set out in the master
trust deed and the series notice. Each securitization under the program is a
separate transaction with a separate trust. The assets of the Series [ ]
WST trust will not be available to satisfy the obligations of any other trust,
and the assets of other trusts will not be available to satisfy the obligations
of the Series[ ] WST trust. See "The Trust" in this prospectus
supplement and the "The Trusts" in the prospectus.
The Series [ ] WST trust involves the securitization of housing
loans originated [and purchased] by Westpac and secured by mortgages over
residential property located in Australia. Westpac will equitably assign the
housing loans to the issuer trustee as trustee of the trust, who will in turn
issue the [floating] [fixed] rate notes to fund the acquisition of the housing
loans.
The issuer trustee will grant a floating charge over all of the assets of
the trust under the security trust deed in favor of [ ], as security
trustee, to secure the trust's payment obligations to the noteholders and its
other creditors. The floating charge is a first ranking charge over the assets
of the trust [subject only to a prior interest in favor of the issuer trustee
to secure payment of certain expenses of the trust.] A first ranking floating
charge is a first priority security interest over a class of assets, but does
not attach to specific assets unless or until it crystallizes, which means it
becomes a fixed charge. The charge will crystallize if, among other events, an
event of default occurs under the security trust deed. While the charge is a
floating charge, the issuer trustee may dispose of or create interests in the
assets of the trust in accordance with the transaction documents. If it acts
contrary to its duties, it may deal with the assets of the trust in such a way
as to prejudice the security trustee's interest in the assets in breach of the
transaction documents. Once the floating charge crystallizes, the issuer
trustee will no longer be able to dispose of or create interests in the assets
of the trust except in accordance with the transaction documents. For a
description of floating charges and crysallization, see "Description of the
Transaction Documents--The Security Trust Deed--Nature of the Charge" in the
prospectus.
Payments of interest and principal on the notes will come only from the
housing loans and other assets of the trust. The assets of the parties to the
transaction are not available to meet the payments of interest and principal on
the notes. If there are losses on the housing loans, the trust may not have
sufficient assets to repay the notes.
S-7
<PAGE>
Housing Loan Statistics
The housing loan pool will consist of fixed rate and variable rate
residential housing loans secured by mortgages on owner occupied and non-owner
occupied residential properties. The housing loans will have original terms to
stated maturity of no more than [ ] years. The pool of housing loans has the
characteristics described in the table on the next page.
S-8
<PAGE>
Selected Housing Loan Pool Data as of the
Close of Business on [ , 20 ]
<TABLE>
<S> <C>
Number of Housing Loans.....................................................
Housing Loan Pool Size...................................................... A$
Average Housing Loan Balance................................................ A$
Maximum Housing Loan Balance................................................ A$
Minimum Housing Loan Balance................................................ A$
[Total Valuation of the Mortgaged Properties]............................... A$
[Maximum Remaining Term to Maturity in months]..............................
Weighted Average Remaining Term to Maturity in months.......................
Weighted Average Original Term to Maturity in months........................
[Weighted Average Seasoning in months]......................................
[Weighted Average Loan-to-Value Ratio]...................................... %
Lowest Loan-to-Value Ratio.................................................. %
Highest Loan-to-Value Ratio................................................. %
Percentage of Loans that are Variable Rate.................................. %
Percentage of Loans that are Fixed Rate..................................... %
Weighted Average Mortgage Rate for Variable Rate Loans...................... %
Weighted Average Mortgage Rate for Fixed Rate Loans......................... %
Weighted Average Number of Months since Origination.........................
Percentage of Investment Property Loans..................................... %
</TABLE>
[The original loan-to-value ratio of a housing loan is calculated by
comparing the initial principal amount of the housing loan to the most recent
valuation of the property that is currently securing the housing loan. Thus, if
collateral has been released from the mortgage securing a housing loan or if
the property securing the housing loan has declined or increased in value, the
original loan-to-value ratio at the cut-off date may not reflect the loan-to-
value ratio at the origination of that housing loan.]
Before the issuance of the notes, housing loans may be added to or
removed from the housing loan pool. Westpac may also substitute new housing
loans for housing loans that are removed from the housing loan pool. This
addition, removal or substitution of housing loans may result in changes in the
housing loan pool characteristics shown in the preceding table and could affect
the weighted average lives and yields of the notes. The seller[s] will not add,
remove or substitute any housing loans prior to the closing date if this would
result in a change of more than 5% in any of the characteristics of the pool of
housing loans described in this prospectus supplement, unless a revised
prospectus supplement is delivered to prospective investors. [See Appendix A
for additional information regarding the housing loan pool.]
S-9
<PAGE>
Collections
The issuer trustee will receive for each collection period the following
amounts, known as collections:
. payments of interest and principal under the housing loans;
. proceeds from the enforcement of the housing loans and mortgages
relating to those housing loans;
. amounts received from the seller[s] or servicer for breaches of
representations or warranties;
. [amounts received under any mortgage insurance policies]; and
. [description of any other amounts included in the applicable series
notice as collections].
[Collections will be allocated between income and principal. Collections
attributable to interest, less some amounts, are known as available income. The
collections attributable to principal, less some amounts, are known as gross
principal collections.
Available income is normally used to pay fees, expenses and interest on
the notes. Gross principal collections, after deducting any amounts used to
reimburse Westpac for redraws, are referred to as principal collections, and
are normally used to pay principal on the notes. However, if there is not
enough available income to pay fees, expenses and interest on the notes,
principal collections will be treated as income and applied in the income
stream to pay unpaid fees, expenses and interest on the notes. If there is an
excess of available income after payment of fees, expenses and interest on the
notes, the excess income will be used to reimburse any principal charge offs on
the notes prior to distribution. Any remaining excess will be distributed to
the residual beneficiary].
Interest on the Notes [and RFSs]
Interest on the notes is payable [ ] in arrears on each payment
date. [Discussion of priorities to payments of interest.] Interest on each
class of notes is calculated for each interest period as follows:
. at the interest rate on the class of notes;
. on the outstanding principal balance of that note at the beginning of
that interest period; and
. on the basis of the actual number of days in that interest period [and
a year of 360 days, or 365 days for the Class [ ] notes.]
See "Description of the Notes--Interest Payable on the Notes."
Principal on the Notes [and RFSs]
Principal on the notes will be payable to the noteholders on each payment
date. [Discussion of priorities to payments of principal.] On each payment
date, the outstanding principal balance of each note will be reduced by the
amount of the principal payment made on that date on that note. The outstanding
principal balance of each note will also be reduced by the amount of principal
losses on the housing
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loans allocated to that note in that interest period. If the security trust
deed is enforced after an event of default, the proceeds from the enforcement
will be distributed to reduce the principal outstanding in the notes.
[Discussion of priorities of payments.] See "Description of the Notes--
Principal Distributions."
Allocation of Cash Flows
On each payment date, the issuer trustee will pay interest and repay
principal to each noteholder to the extent of available income and principal
collections on that payment date available to be applied for these purposes.
The charts on the next two pages summarize the flow of the payments.
S-11
<PAGE>
[Charts describing the flow of payments]
S-12
<PAGE>
Credit Enhancements
Payments of interest and principal on the notes will be supported by the
following forms of credit enhancement:
Subordination and Allocation of Losses
[Description of subordination features, as applicable, and method of
allocation of losses on the housing loans among the classes of notes.]
[Mortgage Insurance Policies]
[Description of pool mortgage insurance policy and primary mortgage
insurance policies, as applicable.] See "Description of the Transaction
Documents--The Mortgage Insurance Policies"
[Excess Interest Collections
[Any interest collections on the housing loans remaining after payments
of interest on the notes and the trust's expenses will be available to cover
any losses on the housing loans [that are not covered by mortgage insurance
policies.]]
[Description of any additional credit enhancement features, as applicable
to the transaction.]
Liquidity Enhancements
Principal Draws
[The trust manager will direct the issuer trustee to allocate principal
collections on the housing loans to cover any shortfalls in the amount
available to pay interest on the notes and the other expenses of the trust on a
payment date.]
[Liquidity [Reserve][Facility]]
[Description of any liquidity [reserve] [facility], as applicable.] See
"Description of Transaction Documents-- Liquidity [Facility][Account]."
Redraws
Under the terms of each variable rate housing loan, a borrower may redraw
previously prepaid principal. A borrower may redraw an amount equal to the
difference between the scheduled principal balance of his or her loan being its
principal balance if no amount had been prepaid and the then current principal
balance of the loan. Westpac will be reimbursed for any redraws it advances to
borrowers by the issuer trustee from principal collections on the housing
loans. Thus, the trust will have less funds available to pay principal to the
noteholders on the next payment date, but will have a corresponding greater
amount of assets with which to make future payments. See "Description of the
Notes--Redraws."
Hedging Arrangements
To hedge its interest rate and currency exposures, the issuer trustee
will enter into the following hedge arrangements:
[Description of interest rate swap agreements.]
[Description of currency swap agreements.]
Optional Repurchase of the Housing Loans
[The seller [trustee] may repurchase equitable title to all of the
housing loans held in the trust. The seller [trustee] may only exercise this
option on the payment date after which the aggregate outstanding principal
amount of the housing loans is
S-13
<PAGE>
less than [ %] of the aggregate principal amount of the housing loans as of
the cut-off date. The purchase price will be equal to the following:
. the Unpaid Balance of each housing loan that the servicer determines
is a performing housing loan; plus
. the fair market value of each housing loan that the servicer
determines is a non-performing housing loan.]
[Pre-funding][Revolving Period]
[Description of any prefunding or revolving period as applicable.] See
"Description of The Notes-- [Prefunding][Revolving] Period."
Withholding Tax
[Payments of principal and interest on the Class [ ] notes will be
reduced by any applicable withholding taxes. The issuer trustee is not
obligated to pay any additional amounts to the Class [ ] noteholders to cover
any withholding taxes. Under present law, the Class [ ] notes will not be
subject to Australian withholding tax if they are issued in accordance with
certain prescribed conditions and they are not held by associates of the issuer
trustee. The issuer trustee will seek to issue the Class [ ] notes in a
manner which will satisfy the conditions for an exemption from Australian
withholding tax. One of these conditions is that the issuer trustee must not
know or have reasonable grounds to suspect that a Class [ ] note, or an
interest in a Class [ ] note, was being, or would later be acquired directly
or indirectly by associates of the issuer trustee. Accordingly, persons who are
associates of the issuer trustee for the purposes of the Australian Income Tax
Assessment Act of 1936, should not acquire Class [ ] notes. See "Australian
Tax Matters."
If by virtue of a change in law:
. the issuer trustee will be required to withhold or deduct amounts from
payment of principal or interest to any class of note holders due to
taxes, duties, assessments or governmental charges; or
. if the issuer trustee ceases to receive the total amount of interest
payable by borrowers on the housing loans due to taxes, duties,
assessments or other governmental charges, the trust manager may, at
its sole discretion, direct the issuer trustee to redeem all of the
notes.
. if the issuer trustee redeems the Class [ ] notes, the Class [ ]
noteholders will receive a payment equal to the outstanding principal
balance of the Class [ ] notes plus accrued interest on the
outstanding principal balance of the Class [ ] notes, unless
noteholders owning 75% of the aggregate outstanding principal balance
of the notes consent to receiving the outstanding principal balance of
the notes as reduced by losses allocated against the notes plus
accrued interest on the outstanding principal balance of the notes.
However, if the withholding or
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deduction relates only to the Class [ ] notes, Class [ ]
noteholders owning 75% of the aggregate outstanding principal balance
of the Class [ ] notes may direct the issuer trustee not to redeem
the notes.] See "Description of the Notes-- Redemption of the Notes
for Taxation or other Reasons" in the prospectus.
U.S. Federal Income Tax Matters
[In the opinion of Mayer, Brown & Platt, special tax counsel for the
trust manager, the Class [ ] notes will be characterized as debt for U.S.
federal income tax purposes. Each Class [ ] noteholder, by acceptance of a
Class [ ] note, agrees to treat the notes as indebtedness.] [Discussion of
additional tax matters applicable for a particular series.] See "Federal Income
Tax Consequences."
Legal Investment
The notes will not constitute "mortgage-related securities" for the
purposes of the Secondary Mortgage Market Enhancement Act of 1984. No
representation is made as to whether the notes constitute legal investments
under any applicable statute, law, rule, regulation or order for any entity
whose investment activities are subject to investment laws and regulations or
to review by regulatory authorities. You are urged to consult with your own
legal advisors as to whether the notes constitute legal investments for you.
See "Legal Investment in the prospectus."
ERISA Considerations
In general, the Class [ ] notes will be eligible for purchase by
retirement plans subject to the Employee Retirement Income Security Act.
Investors should consult their legal advisors with respect to the consequences
under the Employee Retirement Income Security Act and the Internal Revenue Code
of plan's acquisition and ownership of the certificates. See "ERISA
Considerations" in this prospectus supplement and in the prospectus.
Book-Entry Registration
Persons acquiring beneficial ownership interests in Class [ ] notes
will hold their Class [ ] notes through the Depository Trust Company in the
United States [and Clearstream-Luxembourg/ Euroclear/Austraclear outside of the
United States.] Transfers within the Depository Trust Company, [Clearstream-
Luxembourg/ Euroclear/Austraclear] will be in accordance with the usual rules
and operating procedures of the relevant system. [Crossmarket transfers between
persons holding directly or indirectly through the Depository Trust Company, on
the one hand, and persons holding directly or indirectly through Clearstream-
Luxembourg or Euroclear/Austraclear, on the other hand, will take place in the
Depository Trust Company through the relevant depositories of Clearstream-
Luxembourg or Euroclear/Austraclear.] See "Description of the Notes--Book-Entry
Registration."
S-15
<PAGE>
Risk Factors
The notes are complex securities issued by a foreign entity and secured
by property located in a foreign jurisdiction. You should consider the
following risk factors in deciding whether to purchase the notes described in
this prospectus supplement.
The notes will be paid only . The notes are debt obligations of the
from the assets of the trust issuer trustee only in its capacity as
trustee of the trust. The notes do not
represent an interest in or obligation of
any of the other parties to the
transaction. The only direct obligations
of the other parties to the transaction
relating to the notes or the housing loans
will be that of the seller[s] for several
limited representations and warranties
made in relation to the housing loans, the
servicer in relation to its servicing
obligations under the servicing agreement
and the trust manager in relation to its
undertakings in the transaction documents.
. The assets of the trust will be the sole
source of payments on the notes. The
issuer trustee's other assets will only be
available to make payments on the notes if
the issuer trustee is negligent, commits
fraud or is in breach of trust. Therefore,
if the assets of the trust are
insufficient to pay the interest and
principal on your notes when due, there
will be no other source from which to
receive these payments and you may not get
back your entire investment or the yield
you expected to receive.
You face an additional . Although Westpac could have legally
possibility of loss because assigned the title to the housing loans to
the issuer trustee does not the issuer trustee, initially it will
hold legal title to the assign only equitable title to the housing
housing loans loans to the issuer trustee. The borrowers
will not be notified of the equitable
assignment. The housing loans will be
legally assigned to the issuer trustee
only upon the occurrence of a Title
Perfection Event. See "The Assets of the
Trust--Transfer and Assignment of the
Housing Loans" in the prospectus. Because
the issuer trustee does not hold legal
title to the housing loans, you will be
subject to the following risks which may
lead to a failure to receive collections
on the housing loans or delays in
receiving the collections on the
S-16
<PAGE>
housing loans, and consequently lead you
to suffer losses:
. The issuer trustee's interest in a
housing loan may be impaired by the
creation or existence of an equal or
higher ranking security interest over
the related mortgaged property created
after the creation of the issuer
trustee's equitable interest but prior
to it acquiring a legal interest in
the housing loan.
. Until a borrower has notice of the
assignment of its housing loan by
Westpac to the issuer trustee, that
borrower is not required to make
payments under its housing loan to
anyone other than Westpac. Until a
borrower receives notice of the
assignment, any payments the borrower
makes under his or her housing loan to
Westpac will validly discharge the
borrower's obligations under the
borrower's housing loan, even if the
issuer trustee does not receive the
payments from Westpac. Therefore, if
Westpac does not deliver collections
to the issuer trustee, for whatever
reason, neither the issuer trustee nor
you will have any recourse against the
related borrowers for the collections.
. The issuer trustee may not be able to
initiate any legal proceedings against
a borrower to enforce a housing loan
without the involvement of Westpac.
[A borrower's ability to . [In the event of the insolvency of
offset may affect the return Westpac, borrowers may be able to offset
on your notes] their deposits with Westpac against their
liability under their housing loans. If
this occurred, the assets of the trust
might be insufficient to pay you principal
and interest in full.]
Westpac and the servicer may . Before Westpac or the servicer remits
commingle collections on the collections to the collection account, the
housing loans with their collections may be commingled with the
assets assets of Westpac or the servicer. If
Westpac or the servicer becomes insolvent,
the issuer trustee may only be able to
claim those collections as an unsecured
creditor of the insolvent company. This
could lead to a
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<PAGE>
failure to receive the collections on the
housing loans, delays in receiving the
collections, or losses to you.
There is no way to predict the . The rate of principal and interest
actual rate and timing of payments on pools of housing loans varies
payments on the housing loans among pools, and is influenced by a
variety of economic, demographic, social,
tax, legal and other factors, including
prevailing market interest rates for
housing loans, the availability of
alternate financing and the particular
terms of the housing loans.
Australian housing loans have features and
options that are different from housing
loans in the United States and Europe, and
thus will have different rates and timing
of payments from housing loans in the
United States and Europe. There is no
guarantee as to the actual rate of
prepayment on the housing loans, or that
the actual rate of prepayment will conform
to any model described in this prospectus
supplement. The rate and timing of
principal and interest payments on the
housing loans will affect the rate and
timing of payments of principal and
interest on your notes. Unexpected
prepayment rates could have the following
negative effects:
. If you bought your notes for more than
their face amount, the yield on your
notes will drop if principal payments
occur at a faster rate than you expect.
. If you bought your notes for less than
their face amount, the yield on your
notes will drop if principal payments
occur at a slower rate than you expect.
Losses and delinquent payments . If borrowers fail to make payments of
on the housing loans may interest and principal under the housing
affect the return on your loans when due and the credit enhancement
notes described in this prospectus supplement is
not enough to protect your notes from the
borrowers' failure to pay, then the issuer
trustee may not have enough funds to make
full payments of interest and principal
due on your notes. Consequently, the yield
on your notes could be lower than you
expect and you could suffer losses.
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<PAGE>
. Defaults on housing loans are likely
to occur with greater frequency in the
early years of the terms of the
housing loans. The earlier that a
default occurs that is not covered by
the credit enhancement described in
this prospectus supplement, the
greater the impact will be on reducing
the yield on your notes.
Enforcement of the housing . The servicer could encounter substantial
loans may cause delays in delays in connection with the liquidation
payment and losses of a housing loan, which may lead to
shortfalls in payments to you to the
extent those shortfalls are not covered by
[details of applicable credit enhancement
for a series].
. If the proceeds of the sale of a mortgaged
property, net of preservation and
liquidation expenses, are less than the
amount due under the related housing loan,
the issuer trustee may not have enough
funds to make full payments of interest
and principal due to you, [unless the
difference is covered under [insert
details of applicable credit enhancement
for a series that would cover this type of
shortfall].]
Some of the housing loans have . Housing loans with higher loan-to-value
high loan-to-value ratios ratios may present greater risk of
which may affect the return on delinquency. [ %] of the housing loans
your notes had a loan-to-value ratio greater than 80%
as of the cut-off date. [Although each
housing loan in the trust with a loan-to-
value ratio in excess of 80% is covered by
a primary mortgage insurance policy which
insures the full amount of the Unpaid
Balance,] proceeds from the liquidation of
these housing loans may be insufficient to
cover the Unpaid Balance if a borrower
fails to make payments under the loan and
the mortgage insurer has elected, if
entitled, to:
. cancel the relevant insurance policy;
. reduce the amount of a claim made
under the policy; or
. refuses the amount of a claim made or
is otherwise unable to honor its
obligations under the policy.
S-19
<PAGE>
As a result, you may experience losses,
including Principal Charge Offs.
[Subordination of the Class . [The subordination of the Class [ ] notes
[ ] notes provides only is intended to increase the likelihood of
limited protection against payment on the Class [ ] notes. The
losses] amount of credit enhancement provided
through the subordination of the Class
[ ] notes to the Class [ ] notes,
however, is limited and could be depleted
prior to the payment in full of the Class
[ ] notes.
If the principal amount of the Class [ ]
notes is reduced to zero, you may suffer
losses on your notes.]
Prepayments during a . If a prepayment is received on a housing
collection period may result loan during any collection period,
in you not receiving your full interest will cease to accrue on that
interest payments prepaid portion of the housing loan,
starting on the date of prepayment. The
amount prepaid will be invested in
investments, or will be the subject of
interest payable by the servicer
commencing 5 business days after receipt
by the servicer. If the rate of interest
earned from investments or paid by the
servicer is lower than that paid on the
housing loan, [and the interest rate swaps
have been terminated,] the issuer trustee
may not have sufficient funds to pay you
the full amount of interest due to you on
the next distribution date.
The resignation or termination . If the servicer resigns or is removed for
of the servicer may affect the any reason, the issuer trustee must
return on your notes appoint a suitably qualified person as
servicer whose appointment would not
materially prejudice the interests of
noteholders to assume responsibility for
servicing the housing loans in compliance
with the master trust deed and the
servicing agreement. There is no guarantee
that:
. the issuer trustee will be able to
find an eligible servicer who is
willing to service the housing loans
on the terms of the master trust deed
and the servicing agreement, in which
case the issuer trustee must act as
the eligible servicer; or
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. an eligible servicer will be able to
service the housing loans with the
same level of skill and competence as
the initial servicer; or
. an eligible servicer will not require
higher fees for their services.
. The ability of the eligible servicer,
whether it is the issuer trustee or a
third party, to perform the servicing
functions under the master trust deed and
servicing agreement will depend on the
information and records available to it.
[The issuance of RFSs and/or . [In some limited circumstances, the issuer
RFS notes may affect the trustee may issue RFSs. In addition, on
timing and amount of payments each payment date, Gross Principal
made on other classes of Collections will be used to reimburse
notes] Westpac for any redraws funded by Westpac
during the related collection period prior
to payments being made on the notes.
. The issuance of RFSs, any conversion of
the RFSs to RFS notes and the
reimbursement of Westpac for any redraws
funded by Westpac [or under the redraw
facility] will require the issuer trustee
to allocate some distributions of
principal and interest to the RFSs and RFS
notes prior to payments on the notes. This
may cause a delay in payments on your
notes and could expose you to a greater
risk of loss on your notes.]
[If the seller [trustee] . [The seller [trustee] may repurchase the
repurchases the housing loans, equitable title to the housing loans held
you could suffer losses and by the trust if:
the yield on your notes could
be lower than expected]
. the aggregate housing loan principal
expressed as a percentage of the
aggregate housing loan principal as of
the cut-off date, is less than [ %];
and
. the trust manager instructs the
[seller] trustee to do so.
. The issuer trustee will apply the proceeds
of the sale of the assets of the trust to
repay moneys owing to you at that time
according to the priorities for applying
payments of interest and principal between
the classes of notes. If a housing loan is
non-performing, the purchase price for
that housing loan will be based on the
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<PAGE>
fair market value. The fair market value
of a housing loan may be less than the
Unpaid Balance of the housing loan. If a
significant number of housing loans are
non-performing, the total proceeds from
this optional repurchase may be less than
amounts owing to you. As a result you may
suffer losses and the yield on your notes
could be lower than expected.] See
"Description of the Notes--Optional
Redemption of the Notes" in the
prospectus.
You may not be able to resell . The underwriters are not required to
your notes assist you in reselling your notes. A
secondary market for your notes may not
develop. If a secondary market does
develop, it might not continue or might
not be sufficiently liquid to allow you to
resell any of your notes readily or at the
price you desire. The market value of your
notes is likely to fluctuate, which could
expose you to significant losses.
Payment holidays may result in . If a borrower prepays principal on his or
you not receiving your full her loan, the borrower is not required to
interest payments make any payments, including interest
payments, until the outstanding principal
balance of the housing loan plus unpaid
interest equals or exceeds the scheduled
principal balance. If a significant number
of borrowers take advantage of this
feature at the same time and [the
liquidity [reserve][facility] and
principal draws] do not provide enough
funds to cover the scheduled repayments
which were not made on the housing loans,
the issuer trustee may not have sufficient
funds to pay you the full amount of
interest on the notes on the next payment
date.
The proceeds from the . If the security trustee enforces the
enforcement of the security security interest over the assets of the
trust deed may be insufficient trust after an event of default under the
to pay amounts due to you security trust deed, there is no assurance
that the market value of the assets of the
trust will be equal to or greater than the
outstanding principal and interest due on
the notes and the other secured
obligations that rank ahead of or equally
with the notes, or that the security
trustee will be able to realize the full
value of the assets of the trust. The
issuer trustee,
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<PAGE>
the security trustee, the note trustee,
[the swap providers] and [other support
providers] will generally be entitled to
receive the proceeds of any sale of the
assets of the trust, to the extent they
are owed fees and expenses, before you.
Consequently, the proceeds from the sale
of the assets of the trust after an event
of default under the security trust deed
may be insufficient to pay you principal
and interest in full. See "Description of
the Transaction Documents--The Security
Trust Deed" in the prospectus.
[The termination of any of the . [Description of risk relating to currency
swaps or the implementation of swap.]
currency exchange controls may
subject you to losses]
. [Description of risk relating to interest
rate swap.]
The imposition of a . If a withholding tax is imposed on
withholding tax will reduce payments in relation to interest on your
payments to you and may lead notes, including related payments to the
to an early redemption of the currency swap provider, you will not be
notes entitled to receive grossed-up amounts to
compensate for the withholding tax. Thus,
you will receive less interest than is
scheduled to be paid on each payment date
and may receive less principal at the
maturity date of the notes. In addition,
the issuer trustee, at the direction of
the trust manager, may on any payment date
simultaneously redeem the notes in whole
but not in part if a withholding tax is
imposed. If the issuer trustee exercises
this option, you may not be able to
reinvest the amounts received upon
redemption at an interest rate comparable
to that payable on the notes.
Westpac's ability to set the . The interest rates on the variable rate
interest rate on variable rate housing loans are not tied to an objective
housing loans may lead to interest rate index as is customary in the
increased delinquencies or United States, but are set at the sole
prepayments discretion of Westpac. If Westpac
increases interest rates on these loans,
borrowers may be unable to make their
required payments and accordingly, may
become delinquent or may default on their
housing loans. In addition, if the
interest rates are raised above market
interest rates, borrowers may refinance
their loans with another lender to obtain
a lower
S-23
<PAGE>
interest rate. This could cause higher
rates of principal prepayment than you
expected which could affect the yield on
your notes.
The features of the housing . Subject to the terms of the housing loans,
loans may change, which could the features of the housing loans,
affect the timing and amount including their interest rates, may be
of payments to you changed by Westpac, either on its own
initiative or at a borrower's request.
Some of these changes may include the
addition of newly developed features which
are not described in this prospectus
supplement or the prospectus. As a result
of these changes the concentration of
housing loans with specific
characteristics is likely to change over
time, which may affect the timing and
amount of payments you receive. See
"Westpac Residential Loan Program--Product
Types" in the prospectus.
. If Westpac changes the features of the
housing loans or fails to offer desirable
features offered by its competitors,
borrowers might elect to refinance their
housing loan with another lender to obtain
more favorable features. In addition, the
housing loans included in the trust are
not permitted to have some features. If a
borrower opts to add one of these features
to his or her housing loan, in effect the
housing loan will be repaid and a new
housing loan will be written which will
not form part of the assets of the trust.
The refinancing or removal of housing
loans could cause you to experience higher
rates of principal prepayment than you
expected, which could affect the yield on
your notes.
[There are limits on the . [If the interest collections during a
amount of available liquidity collection period are insufficient to
to insure payments of interest cover fees, expenses and the interest
to you] payments due on the notes on the next
payment date, principal collections
collected during the collection period may
be used to cover these amounts. If
principal collections are not sufficient
to cover the shortfall, the issuer trustee
will draw funds from the liquidity
[account] [facility]. If there is not
enough money available under the liquidity
[account][facility], you may
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<PAGE>
not receive a full payment of interest on
that payment date, which will reduce the
yield on your notes.]
[The use of principal . [If principal collections are drawn upon
collections to cover liquidity to cover shortfalls in interest
shortfalls may lead to collections and there are insufficient
principal losses] excess interest collections in succeeding
collection periods to repay those
principal draws, you may not receive full
repayment of principal on your notes.]
[A decline in Australian . [The Australian economy has been
economic conditions may lead experiencing a prolonged period of
to losses on your notes] expansion with relatively low interest
rates and steadily increasing property
values, although interest rates have
started to increase slightly recently. If
the Australian economy were to experience
a downturn, a continued increase in
interest rates, a fall in property values
or any combination of these factors,
delinquencies or losses on the housing
loans may increase, which may cause losses
on your notes.]
Consumer protection laws may . Some borrowers may make a claim to a court
affect the timing or amount of requesting changes in the terms and
interest or principal payments conditions of their housing loans or
to you compensation or penalties from the seller
for breaches of any legislation relating
to consumer credit.
. If the housing loan is regulated by the
Consumer Credit Code the relevant borrower
may apply to a court to, among other
things:
. vary the terms of the housing loan on
grounds of hardship or unjust
contract;
. reduce or cancel any unconscionable
interest or charges;
. have any terms of the housing loan
that breach the Consumer Credit Code
declared unenforceable; and
. impose a penalty against or order
compensation from Westpac for some
breaches of the legislation.
. Any changes which allow the borrower to
pay less principal or interest under the
housing loan may delay or decrease the
amount of collections available to make
payments to you.
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<PAGE>
. In addition, if the issuer trustee obtains
legal title to the housing loans, the
issuer trustee will be subject to the
penalties and compensation provisions of
the Consumer Credit Code instead of
Westpac. To the extent that the issuer
trustee is unable to claim damages from
Westpac or the servicer where the issuer
trustee suffers a loss in connection with
a breach of the Consumer Credit Code, the
assets of the trust, subject to limited
exceptions, will be used to indemnify the
issuer trustee prior to payments to you.
This may delay or decrease the amount of
collections available to make payments to
you. See "Legal Aspects of the Housing
Loans" in the prospectus.
The concentration of housing . If the trust contains a high concentration
loans in specific geographic of housing loans secured by properties
areas may increase the located within a single state or region
possibility of loss on your within Australia, any deterioration in the
notes real estate values or the economy of any
of those states or regions could result in
higher rates of delinquencies,
foreclosures and loss than expected on the
housing loans. [Description of any
applicable concentrations for a series.]
In addition, these states or regions may
experience natural disasters, which may
not be fully insured against and which may
result in property damage and losses on
the housing loans. These events may in
turn have a disproportionate impact on
funds available to the trust, which could
cause you to suffer losses.
[The implementation of the new . [From July 1, 2000, a goods and services
goods and services tax in tax will be payable by all entities which
Australia is likely to make taxable supplies in Australia. Some
decrease the funds available service providers to the issuer trustee
to the trust to pay you] will be subject to the Goods and Services
Tax in respect of the services provided to
the trust and will pass on that additional
cost to the issuer trustee. The issuer
trustee may also be subject to the goods
and services tax on services provided by
it. To the extent that it has a net goods
and services tax liability, the issuer
trustee will have less funds available to
meet its obligations, and you may suffer
losses. See "Australian Tax Matters" in
the prospectus.]
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<PAGE>
You will not receive physical . Your ownership of the notes will be
notes representing your notes, registered electronically through DTC[,
which can cause delays in Euroclear, Clearstream-Luxembourg and
receiving distributions and Austraclear]. The lack of physical notes
hamper your ability to pledge could:
or resell your notes
. cause you to experience delays in
receiving payments on the notes
because the principal paying agent
will be sending distributions on the
notes to DTC instead of directly to
you;
. limit or prevent you from using your
notes as collateral; and
. hinder your ability to resell the
notes or reduce the price that you
receive for them.
Australian tax reform . The Australian federal government proposes
proposals could affect the tax to reform business taxation as part of its
treatment of the trust current tax reform programme. There are
several proposed measures, including the
taxation of trusts like companies, that,
if enacted in their current form, could
impact upon the tax treatment of the
trust. To the extent that it has a tax
liability, the issuer trustee may have
less funds available to meet its
obligations, and you may suffer losses.
See "Australian Tax Matters."]
[Additional risk factors
applicable for a specific
series]
S-27
<PAGE>
U.S. Dollar Presentation
In this prospectus supplement, references to "U.S. dollars" and "US$" are
references to U.S. currency and references to "Australian dollars" and "A$" are
references to Australian currency. Unless otherwise stated in this prospectus
supplement, any translations of Australian dollars into U.S. dollars have been
made at a rate of [US$ =A$1.00], the noon buying rate in New York City for
cable transfers in Australian dollars as certified for customs purposes by the
Federal Reserve Bank of New York on [ , 20 ]. This is not a
representation that Australian dollar amounts are worth the U.S. dollar amounts
that would result from a calculation based on such rate or that Australian
dollars could be converted into U.S. dollars at that rate.
The following table sets out the history of the Australian dollar/US
dollar exchange rates for the past five years based on the noon buying rate for
cable transfers in Australian dollars as certified for customs by the Federal
Reserve Bank of New York.
<TABLE>
<CAPTION>
Year ended 30 June
----------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
(expressed in US dollars per
A$1.00)
<S> <C> <C> <C> <C> <C>
At Period End................................ 0.6611 0.6208 0.7550 0.7856 0.7108
Average Rate................................. 0.6273 0.6809 0.7814 0.7628 0.7412
High......................................... 0.6712 0.7537 0.8180 0.8026 0.7778
Low.......................................... 0.5550 0.5867 0.7455 0.7100 0.7108
</TABLE>
The Trust
General
The assets of the trust will include the following:
. the pool of housing loans, including all:
. principal payments paid or payable on the housing loans at any
time from and after the cut-off date; and
. interest payments paid or payable on the housing loans from the
closing date;
. [rights under the mortgage insurance policies issued by [ ]
and the individual property insurance policies covering the mortgaged
properties relating to the housing loans;]
. [other forms of credit enhancement applicable for a particular
series;]
. amounts on deposit in the accounts established in connection with the
creation of the trust and the issuance of the notes, including the
collection account, and any instruments in which these amounts are
invested; and
. the issuer trustee's rights under the transaction documents.
Transfer and Assignment of the Housing Loans
The seller[s] will be Westpac, as an originator of the housing loans,
[and the seller trustee, as trustee of any other WST trusts established under
the master trust deed.] [During
S-28
<PAGE>
the period between the cut-off date and the closing date, the seller[s] will
continue to own the housing loans. Further, the purchase price for the housing
loans excludes accrued interest for this period. However, the servicer will
collect payments during this period on behalf of the trust and will not remit
these collections to the seller[s]. On the first payment date, the issuer
trustee will pay to the seller[s] the Accrued Interest Adjustment as a priority
payment from Total Available Funds to reimburse them for accrued interest and
fees during this period.]
On the closing date, the seller[s] will equitably assign to the issuer
trustee the housing loans, the mortgages securing those housing loans, the
mortgage documents and any mortgage insurance policies on the mortgaged
properties relating to those housing loans to the issuer trustee pursuant to
the sale notice. After this assignment, the issuer trustee will be entitled to
receive collections on the housing loans. If a Title Perfection Event occurs,
the issuer trustee must use the irrevocable power of attorney granted to it by
the seller[s] to take the actions necessary to obtain legal title to the
housing loans. The trust manager, the servicer and the seller[s] will assist
the issuer trustee in taking any necessary actions to obtain legal title to the
housing loans.
The issuer trustee will grant a first ranking floating charge over the
housing loans and other assets of the trust, under the security trust deed in
favor of the security trustee for the ultimate benefit of the noteholders. The
servicer will service the housing loans pursuant to the servicing agreement and
will receive compensation for these services.
Representations, Warranties and Eligibility Criteria
Under the sale notice, [Westpac, the servicer and the seller trustee]
have each made representations and warranties covering the housing loans to the
issuer trustee as described in the prospectus in "The Assets of the Trust--
Representations, Warranties and Eligibility Criteria." [Description of any
additional representations or representations either made or not made by any of
Westpac, the servicer or the seller trustee.] The issuer trustee will assign
those representations and warranties to the security trustee for the benefit of
noteholders. If any of [Westpac, the servicer or the seller trustee] breaches
any of the representations or warranties, it will be obligated:
. to cure the breach in all material respects in specific
circumstances;
. in some circumstances to repurchase the housing loan or any property
acquired in respect of the housing loan; or
. to pay any damages to which the issuer trustee is entitled in
connection with such breaches.
Description of the Pool of Housing Loans
General
The pool will consist of [ ] housing loans that have an aggregate
principal balance outstanding as of the cut-off date, [after deducting payments
due on or before that date], of approximately [A$ ]. As of the cut-off
date, no housing loans were more
S-29
<PAGE>
than [30] days delinquent. [Primary mortgage insurance policies will cover, up
to specified limits, some of the risks of loss on some of the housing loans.]
Westpac originated the housing loans in accordance with the underwriting
standards described in "Westpac Residential Loan Program--Underwriting Process"
in the prospectus.
A mortgage over the related mortgaged property will secure the housing
loans. If the mortgage is a first ranking mortgage, it will have priority over
all other mortgages granted by the relevant borrower and over all unsecured
creditors of the borrower, except for certain statutory rights such as some
rates and taxes, which are granted statutory priority. If the mortgage is not a
first ranking priority mortgage, the seller will equitably assign to the issuer
trustee all prior ranking registered mortgages in relation to that housing
loan.
The mortgaged properties that secure the housing loans are located in the
six states and two territories of Australia:
. New South Wales;
. Victoria;
. Western Australia;
. Queensland;
. South Australia;
. Tasmania;
. the Northern Territory; and
. the Australian Capital Territory.
Details of the Housing Loan Pool
The information in Appendix A, attached hereto, sets forth in tabular
format various details relating to the housing loans to be sold to the trust on
the closing date. The information is provided as of the close of business on
the cut-off date. All amounts have been rounded to the nearest Australian
dollar. The sum in any column may not equal the total indicated due to
rounding.
Note that these details may not reflect the housing loan pool as of the
closing date because the seller[s] may substitute loans proposed for sale with
other eligible housing loans or add additional eligible housing loans. The
seller may do this if, for example, the loans originally selected are repaid
early.
The seller[s] will not add, remove or substitute any housing loans prior
to the closing date if this would result in a change of more than 5% in any of
the characteristics of the pool of housing loans described in this prospectus
supplement, unless a revised prospectus supplement is delivered to prospective
investors.
Description of the Notes
General
The following summary, together with the description of the notes in the
prospectus, describes the material terms of the notes. The summary does not
purport to be complete and
S-30
<PAGE>
is subject to, and qualified in its entirety by reference to, the terms and
conditions of the notes and the provisions of the transaction documents.
Investors should review the prospectus for important additional information
regarding the terms and conditions of the notes and the transaction documents.
The notes will be governed by the laws of New South Wales. The noteholders are
bound by, and deemed to have notice of, all the provisions of the transaction
documents. The note trust deed has been duly qualified under the Trust
Indenture Act of 1939 of the United States.
[Only the [ ] notes are offered by this prospectus supplement. The
[ ] notes are not offered by this prospectus supplement. In addition to
the [ ] notes, the issuer trustee may also issue from time to time
RFSs, which may convert to RFS [class ] notes. The [ ] are
referred to in this prospectus supplement as the notes.
The notes are offered in minimum denominations equivalent to at least
[US$ ] initial class principal balance each and multiples of a US$1 in
excess of that amount. The issuer trustee will issue [the notes in book-entry
form] [and the notes in certificated form].
Book-Entry Registration
A global note registered in the name of the nominee of DTC will initially
represent each class of book-entry notes. DTC has advised the issuer trustee
that its nominee will be Cede & Co. Accordingly, we expect that Cede & Co. will
be the holder of record of the book-entry notes. Unless the events described in
"Definitive Notes" occur, the issuer trustee will not issue the notes in fully
registered, certificated form as definitive notes.
Book-entry noteholders may hold their interests in the notes through DTC,
in the United States, [Clearstream-Luxembourg or the Euroclear System, in
Europe, or Austraclear in Australia,] if they are participants in those
systems, or indirectly through organizations that are participants in those
systems. [Clearstream-Luxembourg and Euroclear will hold omnibus positions on
behalf of their respective participants, through customers' securities accounts
in Clearstream-Luxembourg's and Euroclear's names on the books of their
respective depositaries. The depositaries in turn will hold the positions in
customers' securities accounts in the depositaries' names on the books of DTC.]
Unless and until the issuer trustee issues definitive notes, all
references in this prospectus supplement to actions taken by book-entry
noteholders shall refer to actions taken by DTC upon instructions from DTC
participants. Further, all references in this prospectus supplement to
distributions, payments, notices, reports, and statements to book-entry
noteholders shall refer to distributions, payments, notices, reports and
statements to Cede & Co., as the registered holder of the notes, for
distribution to book-entry noteholders in accordance with DTC procedures.
Unless the issuer trustee issues definitive notes, noteholders will
receive all distributions of principal and interest on the book-entry notes
through DTC participants. Under a book-entry format, noteholders will receive
payments after the related payment date.
S-31
<PAGE>
This payment delay will occur because although the issuer trustee will forward
payments on the book-entry notes to Cede & Co. as nominee for DTC, on each
payment date, DTC will forward those payments to DTC participants, which will
be required to forward them to indirect DTC participants or noteholders. We
anticipate that the sole noteholder [as this term is used in the security trust
deed] for each class of book-entry notes will be Cede & Co., as nominee of DTC.
As a result, the issuer trustee will not recognize book-entry noteholders as
noteholders [under the security trust deed]. Book-entry noteholders will be
permitted to exercise the rights of noteholders [under the security trust deed]
only indirectly through DTC participants, who in turn will exercise their
rights through DTC.
Definitive Notes
The issuer trustee will issue the book-entry notes as definitive notes to
noteholders or their nominees, rather than to DTC or its nominees, only if the
events described in the prospectus under "Description of the Notes--Definitive
Notes" occurs.
Key Dates and Periods
The following is an example of the relevant dates and periods for the
allocation of cashflows and payments. For purposes of these dates and periods
it has been assumed that the paying agent will distribute payments on the notes
quarterly for quarters beginning [February 1, May 1, August 1 and November 1.]
[Quarter....................... means each three-month period in a year which
periods begin on [February 1, May 1, August 1
and November 1]]
Collection Period.............. means the [ ] day of each quarter and runs
until and includes the [ ] day of the next
quarter. However, the first and last
quarterly collection periods are as follows:
. first: period from and including the cut-
off date to and including [ ] days prior
to the first payment date
. last: period from but excluding the last
day of the collection period before the
Termination Date to and including the
Termination Date
Determination Date............. the date which is 4 business days before a
payment date
Remittance Date................ the date which is 2 business days before a
payment date
Record Date.................... . while the notes are held in book-entry
form, the date which is 2 business days
before the payment date
S-32
<PAGE>
. if definitive notes have been issued, the
last day of the calendar month before the
payment date
Interest Determination Date.... the date which is 2 London banking days
before the beginning of the Interest Period
Notice Date.................... the date which is 1 business day before a
payment date
Payment Date................... [ ] day of each quarter, or, if [ ] day is
not a business day, then the next business
day
Interest Period................ for each payment date, begins on and includes
the previous payment date and ends on, but
excludes the current payment date. However,
the first and last Interest Periods are as
follows:
. first: period from and including the
closing date to but excluding the first
payment date
. last: period from and including the
previous payment date and ends on, but
excludes the maturity date
Business Day................... in relation to the note trust deed, the
agency agreement, any notes payable in US$
and any US$ payments under any currency swap,
means:
. any day, other than a Saturday, Sunday or
public holiday, on which banks are open
for business in London and New York City
in relation to any notes payable in A$, any
A$ payments under any currency swap and any
other transaction document means:
. any day, other than a Saturday, Sunday or
public holiday, on which banks are open
for business in Sydney
S-33
<PAGE>
[Example] Calendar
The following [example] calendar for a quarter commencing in [ ]
assumes that all relevant days are business days:
<TABLE>
<S> <C>
[Collection Period............. [ ] to and including [ ]
Determination Date............. [ ]
Remittance Date................ [ ]
Interest Determination Date.... [ ]
Notice Date.................... [ ]
Payment Date................... [ ]
Interest Period................ Closing date to, but excluding,[ ]]
</TABLE>
Collections
[Insert description of collections for the specific transaction]
[Westpac or the servicer, as a delegate of Westpac under the servicing
agreement, will receive collections on the housing loans in the trust. Each of
Westpac and the servicer will deposit the collections it receives in the
collection account within the following time periods:
. two days prior to the related payment date for that collection
period, if Westpac has a short term rating of at least [A-1+] [from
Standard & Poor's], [P-1] [from Moody's] and [F-1+] [from Fitch] and
Westpac or a subsidiary maintains the collection account;
. five business days following receipt, if Westpac or a subsidiary
maintains the collection account and Westpac does not have a short
term rating as described in the previous bullet point; or
. two business days following receipt, if Westpac or a subsidiary does
not maintain the collection account.
Westpac or a subsidiary may maintain the collection account as long as
Westpac remains an Approved Bank. In addition to remitting collections to the
collection account, if Westpac or the servicer retains collections until two
days prior to the relevant payment date, they must also deposit accrued
interest on those collections into the collection account. The amount of
accrued interest will be equal to the interest accrued at the Bank Bill Rate on
their collection amounts from the date five days after their receipt of those
amounts through the date of deposit into the collection account.]
Calculation of Total Available Funds
On each determination date, the trust manager will calculate the
Available Income[, and if necessary the principal draws, and if applicable, and
if necessary, the liquidity draws, if available] for the immediately preceding
collection period. The sum of these amounts is the Total Available Funds.
S-34
<PAGE>
Available Income
Available Income for a collection period means the aggregate of:
. the Finance Charge Collections for that collection period, which are
the aggregate of:
. all amounts received by or on behalf of the issuer trustee from
Government Charges, interest, fees and other income payable under
housing loans in a mortgage pool including:
. amounts on account of interest recovered from the enforcement
of a housing loan, but excluding proceeds of a mortgage
insurance policy;
. any payments by Westpac to the issuer trustee on the
repurchase of a housing loan during that collection period
which are attributable to interest;
. any interest adjustments received by the trust in relation to
the transfer of housing loans or related mortgages from the
trust to another WST trust; and
. the Prepayment Cost Surplus, if any, for that collection
period; and
. all other amounts in respect of interest, fees and other amounts
in the nature of income, received by or on behalf of the issuer
trustee during that collection period including:
. from a seller or the servicer for a breach of representation
or warranty or undertaking contained in the master trust deed,
servicing agreement or series notice; and
. from a seller or the servicer under any obligation under the
master trust deed, servicing agreement or series notice to
indemnify or reimburse the issuer trustee for any amount,
in each case which are determined by the trust manager to be in
respect of interest; and
. recoveries in the nature of income received, after a Finance
Charge Loss or Principal Loss has occurred, but does not include
recoveries under a mortgage insurance policy that are payable to
the insurer;
less:
. Governmental Charges collected by or on behalf of the issuer
trustee for that collection period;
. the aggregate of all fees and charges due to the servicer or
Westpac under the housing loans during that collection period; and
. any Prepayment Cost Surplus due to Westpac and actually collected
by Westpac or the servicer during that collection period;
S-35
<PAGE>
plus:
.to the extent not included in Finance Charge Collections:
. any amount received or due to be received by or on behalf of the
issuer trustee in relation to that collection period on or by the
first payment date for the class of notes after that collection
period for net receipts under any swap agreement, other than the
currency swaps;
. any amount received by or on behalf of the issuer trustee under
any support facility, other than the currency swaps, including
amounts received under any mortgage insurance policy, which the
trust manager determines should be offset against a Finance Charge
Loss;
. any interest income received by or on behalf of the issuer trustee
during that collection period in respect of funds credited to the
collection account;
. amounts in the nature of interest otherwise paid by Westpac, the
servicer or the trust manager to the issuer trustee for
collections held by it;
. all other amounts received by or on behalf of the issuer trustee
in respect of the assets of the trust in the nature of income;
but excluding:
. any interest credited to a collateral account of a support facility;
and
. any amount received by the issuer trustee on entry into a replacement
currency swap which is payable to the prior currency swap providers.
[This section may be modified for each series to accurately describe all
of the sources of Available Income.]
[Principal Draws]
[If the trust manager determines on any determination date that there is
a Payment Shortfall for the collection period ending immediately before that
determination date, then the trust manager will direct the issuer trustee to
apply Principal Collections collected during that collection period to cover
the Payment Shortfall to the extent available. These principal draws will be
reimbursed out of any Excess Available Income available for this purpose on
subsequent payment dates.]
[Liquidity Draws]
[If the trust manager determines on any determination date that a
principal draw will not cover a Payment Shortfall, the trust manager must
direct the issuer trustee to make a liquidity draw under the [liquidity
facility] [liquidity account]. The liquidity draw will be an amount equal to
the lesser of the amount of the shortfall or the difference between the
liquidity limit and the aggregate of all outstanding amounts under the
liquidity facility or the amount remaining in the liquidity account as the case
may be.]
S-36
<PAGE>
Remaining Liquidity Shortfall
If the amount available to be drawn under the [liquidity
facility][liquidity account] is not sufficient to satisfy the remaining
Payment Shortfall in full, the trust manager must reduce the interest payable
in respect of the notes and other fees payable. [Describe the method of
satisfying the Payment Shortfall.]]
Distribution of Total Available Funds
[Insert description of the order and priority of payments of Total
Available Funds.]
Trust Expenses
On each determination date, the trust manager will determine the Trust
Expenses described below for the collection period and the trust manager will
arrange for the payment of these expenses in the next payment date in the
following order and priority:
. taxes payable in relation to the trust for that collection period;
. the issuer trustee's fee, the trust manager's fee, the security
trustee's fee, the servicer's fee and the note trustee's fee, for that
collection period;
. any fee payable to the principal paying agent, the agent bank, or any
other agent under the agency agreement;
. any costs, charges or expenses, other than fees, incurred by, and any
liabilities owing under any indemnity granted to, the security
trustee, the servicer, the note trustee, a paying agent, agent bank or
any other agent under the agency agreement, in relation to the trust
under the transaction documents, for that collection period;
. any other costs, charges or expenses incurred by the issuer trustee or
the trust manager in the administration or operation of the trust; and
. [description of any other expenses applicable for a particular
series.]
[This section may be modified for each series to accurately describe
Trust Expenses.]
Interest Payable on the Notes
Calculation of Interest Payable on the Notes
Each class of notes will accrue interest for each Interest Period. For
any payment date, interest on the notes will be calculated as the product of:
. the outstanding principal balance of a class as of the first day of
that Interest Period, after giving effect to any payments of principal
made with respect to that class on that day;
. the interest rate for a class of notes for that Interest Period; and
. a fraction, the numerator of which is the actual number of days in
that Interest Period and the denominator of which is [360] [365] days.
S-37
<PAGE>
A note will stop earning interest on any date on which the Stated Amount
of the note is zero or on the due date for redemption of the note. However, if
payment of principal has been improperly withheld or refused, the note will
continue to earn interest on the invested amount until the later of:
. the date on which the note trustee or paying agent receives the
moneys for the notes and notifies the noteholders of that receipt; or
. the date on which the Stated Amount of the note has been reduced to
zero.
[Describe interest to accrue and/or to be distributed if different from
the description in this section.]
Excess Available Income
On each determination date, the trust manager must determine whether or
not there is any Excess Available Income available to distribute. Excess
Available Income is the amount, if any, by which the Total Available Funds for
the collection period ending immediately before that determination date exceed
the Total Payments for that same collection period. [Describe the method by
which the trust manager must apply any Excess Available Income for the related
collection period on each determination date.]
Any Excess Available Income which has been distributed to the residual
beneficiary, will not be available to the issuer trustee to meet its
obligations in respect of the trust in subsequent periods unless there has been
a manifest error in the relevant calculation of the amount distributed to the
residual beneficiary. The issuer trustee will not be entitled or required to
accumulate any surplus funds as security for any future payments on the notes.
Gross Principal Collections
On each determination date, the trust manager must determine Gross
Principal Collections for the collection period ending before that
determination date. Gross Principal Collections are the sum of the following
amounts for each collection period:
. all amounts received by or on behalf of the issuer trustee from or on
behalf of borrowers under the housing loans and related security for
principal, including principal prepayments;
. all other amounts received by or on behalf of the issuer trustee for
principal under the housing loans and related security and other
rights with respect to the housing loans and related security,
including:
. amounts on account of principal recovered or determined by the
servicer as likely to be recovered from the enforcement of a
housing loan, other than under a mortgage insurance policy; and
. any payments by Westpac to the issuer trustee on the repurchase of
a housing loan under the master trust deed during that collection
period which are attributable to principal;
S-38
<PAGE>
. any amounts in the nature of principal received by or on behalf of
the issuer trustee from the sale of any trust assets to the seller
trustee (in its capacity as trustee), including any amount
received on the issue of notes and which was not used to purchase
a housing loan or mortgage and which the trust manager determines
is surplus to the requirements of the trust;
. any Prepayment Costs applied towards Prepayment Benefits; and
. any Prepayment Benefit Shortfall paid by Westpac to the trust.
. all amounts received by or on behalf of the issuer trustee from any
provider of a support facility, other than the currency swap, under
the related support facility and which the trust manager determines
should be accounted for to reduce a Principal Loss;
. all amounts received by or on behalf of the issuer trustee:
. from seller or the servicer in respect of any breach of a
representation, warranty or undertaking contained in the
transaction documents; and
. from a seller or the servicer under any obligation under the
transaction documents to indemnify or reimburse or pay damages to
the issuer trustee, in each case, which the trust manager
determines to be in respect of principal payable under the housing
loans and related mortgages;
. any amount of Excess Available Income to be applied to pay a
Principal Charge Off or a Carryover Charge Off on a note;
. any amount received by or on behalf of the issuer trustee as proceeds
from the issue of any RFSs, to the extent not applied to reimburse
amounts drawn under the redraw facility; and
. any amount of Excess Available Income to be applied to repay
principal draws made on a previous payment date;
but excluding any premium receivable by the issuer trustee on entry into a
replacement currency swap.
On the closing date, the sum of the A$ equivalent of the total initial
outstanding principal amount of notes issued by the issuer trustee may exceed
the housing loan principal as of the cut-off date. The amount of this
difference, if any, will be treated as a Gross Principal Collection and will be
passed through to noteholders on the first payment date.
[This section may be modified for each series to accurately describe
Gross Principal Collections.]
Principal Collections
On each determination date the trust manager will calculate Principal
Collections for each collection period which will mean:
. the Gross Principal Collections for that collection period; less
S-39
<PAGE>
. any amounts deducted by or paid to Westpac in that collection period
to reimburse redraws funded by Westpac for which it has not previously
been reimbursed; and
. [description of any other amounts applicable for a particular series.]
Principal Distributions
[Describe the order and priority that the issuer trustee must distribute
out of Principal Collections the following amounts as Initial Principal
Distributions on each payment date.]
. to repay any redraws provided by Westpac to borrowers under housing
loans and mortgages to the extent not previously reimbursed;
. to repay any principal outstanding under the redraw facility
agreement;
. to allocate to Total Available Funds any principal draw;
. to repay all amounts outstanding under each RFS series, if any; and
. [to repay any other amount to be determined for each series.]
Principal Collections will be available to the issuer trustee for payment
to the currency swap providers only after the issuer trustee has paid the
Initial Principal Distributions. Payments to the currency swap providers will
enable the issuer trustee to make payments to noteholders [as described for
each series.] [Describe manner and priority that the trust manager will
instruct the issuer trustee to pay principal to the noteholders on each
determination date.]
[Subordination and Allocation of Losses]
[Description of any subordination features or other methods of allocating
losses applicable for a particular series.]
[Redraws]
[The issuer trustee will reimburse Westpac for any redraws made by a
borrower under a housing loan in the trust.]
[Description of sources available to fund redraws, any redraw limits and
repayment priorities for repaying redraw sources.]
[Pre-Funding][Revolving Period]
[Description of any pre-funding or revolving period applicable for a
particular series.]
Application of Principal Charge Offs
Allocating Liquidation Loss
On each determination date, the trust manager must determine the
following, in relation to the aggregate of all Liquidation Losses arising
during the related collection period:
. the amount of those Liquidation Losses which are Finance Charge
Losses; and
. the amount of those Liquidation Losses which are Principal Losses.
S-40
<PAGE>
The characterization of Liquidation Losses will be made on the basis that all
amounts recovered from the enforcement of housing loans actually received by or
on behalf of the issuer trustee are applied first against interest, fees and
other enforcement expenses, other than expenses related to property
restoration, relating to that housing loan, and then against the principal
outstanding on the housing loan and expenses related to property restoration
relating to that housing loan.
[Insurance Claims]
[If, on any determination date, the trust manager determines that there
has been a Liquidation Loss under a housing loan during the preceding
collection period, the trust manager will direct the servicer to make a claim
under the relevant mortgage insurance policy, if any, if it has not already
done so.
Upon receipt of any amount under a claim, the trust manager must
determine which part of the amount is attributable to interest, fees and other
amounts in the nature of income, and which part of the amount is attributable
to principal.
If a claim on account of a Principal Loss may not be made, or is reduced,
under the mortgage insurance policy for any reason, including the following:
. the maximum amount available under any mortgage insurance policy, or
the pool mortgage insurance policy, if any, has been exhausted;
. the mortgage insurance policy has been terminated in respect of that
housing loan;
. the mortgage insurer is entitled to reduce the amount of the claim;
. or the mortgage insurer defaults in payment of a claim;
then a Mortgage Shortfall will arise if in relation to that housing loan:
. the total amount recovered and recoverable under the mortgage
insurance policy attributable to principal; plus
. the total amount, including damages, recovered and recoverable from
the seller or the servicer in respect of that housing loan under or
in respect of the master trust deed, the series notice or the
servicing agreement which the trust manager determines to be on
account of principal;
is insufficient to meet the full amount of the Principal Loss.
An amount is not recoverable if the loss is not recovered within 2 years
of the determination date on which the loss was determined, or if the trust
manager, in the case of the first point above, or the trustee, in the case of
the second point above, so determines.
The aggregate amount of all Mortgage Shortfalls for a collection period
will be applied to reduce the Stated Amounts of the notes as described in the
following subsection.]
S-41
<PAGE>
Principal Charge Offs
[If applicable, on each determination date, the trust manager will apply
Excess Available Income, if any, against Principal Charge Offs for that
collection period. If the amount of Excess Available Income is less than the
amount of those Principal Charge Offs, then the balance of the Principal
Charge Offs will be allocated [insert description of allocation of Principal
Charge Offs for a particular series.]
Reimbursement of Principal Charge Offs
[If applicable, on any determination date, the trust manager will
determine if there is Excess Available Income for that collection period
remaining after the reimbursement of any Principal Charge Offs for that
collection period. If so, the trust manager will direct the issuer trustee to
use the remaining Excess Available Income to reinstate the Stated Amounts of
the notes for that series in the order and priority described for each
series.]
Payments into US$ Account
The issuer trustee shall open and maintain a US$ account with the paying
agent into which the currency swap providers shall deposit amounts denominated
in US$. The issuer trustee shall direct the currency swap provider to pay all
amounts denominated in US$ payable to the issuer trustee by the currency swap
provider under the currency swap into the US$ account or to the principal
paying agent on behalf of the issuer trustee. If any of the issuer trustee,
the trust manager or the servicer receives any amount denominated in US$ from
the currency swap provider under the currency swap, they will also promptly
pay that amount to the credit of the US$ account.
Payments out of US$ Account
The paying agent, on behalf of the issuer trustee, will pay all amounts
credited to the US$ account to meet its US$ obligations under the series
notice and the notes for each series, in accordance with the note trust deed
and the agency agreement.
The Interest Rate Swap
[Description of any interest rate swap agreements and the related swap
providers applicable for a particular series.]
The Currency Swap
[Description of any currency swap agreements and the related swap
providers applicable for a particular series.]
Distributions after an Event of Default under the Security Trust Deed
[Insert description of the order and priority of payments for the
particular series]
Optional Redemption of the Notes
On any payment date after the first date on which the aggregate
outstanding principal balance of the housing loans is less than [ %] of the
aggregate principal balance of the
S-42
<PAGE>
housing loans as of the cut-off date, the seller trustee may, if instructed by
the trust manager, repurchase equitable title to all of the housing loans held
in the trust.
The purchase price will be equal to:
. the Unpaid Balance of each performing housing loan; plus
. the fair market value of each non-performing housing loan.
The issuer trustee will apply the proceeds of sale to repay moneys owing
to noteholders at that time in accordance with the priorities for applying
payments as described in this prospectus supplement.
Final Maturity Dates
[Insert information regarding the final maturity dates of the notes]
Reports to Noteholders
[Insert information regarding the reports to noteholders]
The trust manager will, on or promptly after the business day preceding
each payment date, prepare and arrange for the publication on [Reuters Screen
page WST/SEC [16] to WST/SEC [17]] or [Bloomberg [Screen page [ ]] summary
pool performance data for the trust for [this series] in a format determined
by the trust manager.
Description of the Transaction Documents
[The Mortgage Insurance Policies]
[Description of any primary mortgage insurance or pool insurance, and
mortgage insurers, if applicable.]
[Liquidity [Facility][Account]]
[Description of liquidity facility or account, and liquidity provider,
if applicable.]
[Redraw Facility]
[Description of redraw facility and redraw facility provider, if
applicable.]
[Insert description of any other applicable transaction documents]
Description of the Trustees
The Issuer Trustee
General
is appointed as trustee of the trust on the terms set out in
the master trust deed and the series notice. [Insert additional description of
issuer trustee]
S-43
<PAGE>
The Security Trustee
General
[ ] will be the security trustee for the trust. [Description of
the security trustee.]
The security trustee will act as trustee on behalf of the mortgagees as
described in "Description of Transaction Documents--The Security Trust Deed" in
the prospectus. Under the security trust deed, if there is a conflict between
the duties owed by the security trustee to any mortgagees or class of
mortgagees, the security trustee must give priority to [description of priority
provisions for the series of notes].
[Duties and Liabilities of the Security Trustee
The security trust deed contains a range of provisions regulating the
scope of the security trustee's duties and liabilities. These include the
following:
. The security trustee is not responsible for the adequacy or
enforceability of the security trust deed or other transaction
documents or their other activities.
. The security trustee is not required to exercise its powers under the
security trust deed without being directed to do so by the Noteholder
Mortgagees or by an Extraordinary Resolution of the Voting
Mortgagees, but may act, with prior written notice to the Noteholder
Mortgagees, in the best interests of the Mortgagees.
. The security trustee may rely on documents provided by the issuer
trustee or trust manager and the advice of consultants and advisors.
. The security trustee is not required to monitor whether an event of
default under the security trust deed has occurred or compliance by
the issuer trustee or trust manager with the transaction documents.
. The security trustee is not required to act unless its liability is
limited in a manner satisfactory to it.
. Unless required by a transaction document, the security trustee need
not give Mortgagees information concerning the issuer trustee which
comes into the possession of the security trustee.
. The security trustee has no duties or responsibilities except those
expressly set out in the security trust deed or any collateral
security.
. Any action taken by the security trustee under the security trust
deed or any collateral security binds all the Mortgagees.
. The security trustee in its capacity as a Mortgagee can exercise its
rights and powers as such as if it were not acting as the security
trustee. It and its associates may engage in any kind of business
with the issuer trustee, the trust manager, Mortgagees and others as
if it were not security trustee and may receive
S-44
<PAGE>
consideration for services in connection with any transaction
document or otherwise without having to account to the Mortgagees.
Indemnification
The issuer trustee has agreed to indemnify the security trustee and each
of its officers, employees and advisors from and against all losses, costs,
liabilities, expenses and damages arising out of or in connection with the
transaction documents or the security trustee's engagement as security
trustee, except to the extent that they result from the fraud, negligence or
breach of trust on the part of the security trustee.]
[Insert any additional description of the security trustee here.]
The Note Trustee
[ ] will be the note trustee for the trust. [Description of the
note trustee]
Servicing
The Servicer
The Mortgage Company Pty Limited will service the housing loans.
[Description of the servicer.] The executive offices of the servicer are
located at [ ]. [ ] employs a staff of over [ ],
[and processes approximately [ ] new applications per day.]
The servicer performs the following functions for Westpac: [application
processing, telephone support, pre-settlement, settlement, post-settlement,
servicing and account maintenance, collections and enforcement and document
custody]. [[ ] also services housing loans for third parties.]
Servicing of Housing Loans
The day to day servicing will be performed by the servicer at
. Servicing procedures include responding to customer inquiries,
managing and servicing the features and facilities available under the housing
loans and the management of delinquent housing loans. [The servicing functions
performed by [ ] are supported by the activities of Westpac's
branches, telemarketing and telebanking centers.]
The servicer is contractually obligated to administer the housing loans:
. according to the servicing agreement;
. according to [Westpac's] policies, which are under regular review and
may change from time to time as a result of business changes, or
legislative and regulatory changes; and
. with the same degree of diligence and care expected of an
appropriately qualified servicer of similar housing loans.
S-45
<PAGE>
[Under the servicing agreement, the servicer is also responsible for
custody of the mortgage title documents on behalf of the issuer trustee and has
custody of the relevant documents. The issuer trustee may terminate the
servicer's appointment as custodian as described in "The Servicing Agreement--
Document Custody" in the prospectus. In addition, the issuer trustee may
terminate the servicer's appointment as custodian if the long-term rating of
the [holding company] of the servicer is downgraded below any of the following
rating levels:
. " " by [Fitch];
. " " by [Moody's]; or
. " " by [Standard & Poor's.]]
Collection and Enforcement Procedures
[The servicer will make reasonable efforts to collect all payments called
for under the housing loans and any applicable credit enhancement. It will also
follow collection procedures that are consistent with the servicing agreement
as it follows on Westpac's residential housing loans.
Pursuant to the terms of the housing loans, borrowers must make the
minimum repayment due under the terms and conditions of the housing loans, on
or before each installment due date. The servicer will credit repayments to an
individual housing loan on the date of their receipt. Interest will be accrued
daily on the balance outstanding after close of business and charged on each
installment due date. Any payments not received by the due date will produce a
compounding interest effect.
A housing loan is considered delinquent for collection purposes whenever
the minimum installment amount is not paid when due. However, the servicer will
not consider a housing loan delinquent if the borrower is entitled to a
repayment holiday as described in "Westpac Residential Loan Program--Repayment
Holiday" or the minimum installment is reduced in connection with parental
leave. The prospectus supplement for each series will summarize the servicer's
collection procedures for delinquent loans.
After a default by a borrower, a mortgagee can exercise its power of sale
of the mortgaged property. To exercise this power, a mortgagee must comply with
the statutory restrictions of the relevant State or Territory as to notice
requirements. The length of time between the decision to exercise its power of
sale and final completion of the sale will be dependent on factors outside the
control of the servicer. For example, whether or not the mortgagor contests the
sale and the market conditions at the time are both factors outside the control
of the servicer.
The collection and enforcement procedures may change from time to time as
a result of business changes, or legislative and regulatory changes.]
S-46
<PAGE>
Delinquencies and Mortgagee in Possession Experience
The following tables summarize the delinquency and "mortgagee in
possession information" for each securitized portfolio serviced by the
servicer in its capacity as servicer of the securitized loans. "Mortgagee in
possession" means a mortgagee in possession of the related mortgaged property
who, following an enforcement of the relevant mortgage, is able to deal with
the mortgaged property without becoming the absolute owner of the mortgaged
property. The portfolios of securitized housing loans which the servicer is
responsible for servicing consist of the housing loans relating to the Series
[ ] WST trust and Series [ ] WST trust. [The periods of delinquency
indicated are based on the number of days past due on a contractual basis.
Similar information regarding the trust will be contained in the reports
presented through Reuters or Bloomberg for access by investors. These reports
will be compiled using the same methodology as that used to compile the
information contained in the tables below.]
Delinquencies and Mortgagee in Possession Information
Series [ ] WST Trust
<TABLE>
<CAPTION>
Percent Percent Percent
By By By No. By By By By No. By
No. of Dollar of Dollar No. of Dollar of Dollar
Loans Amount Loans Amount Loans Amount Loans Amount
------ ------ ------- ------- ------ ------ ------- ------
As of As of
[ , ] [ , ]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series [ ] Portfolio
Period of Delinquency:
30-59 days..............
60-89 days..............
90 days or more.........
Total Delinquent Loans..
Housing Loans involving
a Mortgagee in
Possession(1)..........
</TABLE>
- -------
(1) Housing loans involving a mortgagee in possession are also included under
the heading "Total Delinquent Loans."
[As of the date of this prospectus supplement, the securitized portfolios
summarized above have not realized any gains or losses, except for losses
covered by a mortgage insurance policy or covered by the repurchase of the
related housing loan by the relevant seller because of a breach of a
representation or warranty. Accordingly, no gain/loss tables are presented in
this section.]
It is unlikely that the delinquency experience of the housing loans
comprising the assets of the trust will correspond to the delinquency
experience of the securitized portfolios described in the foregoing tables.
The statistics shown above represent the delinquency experience for the
securitized portfolios only for the periods presented, whereas the aggregate
delinquency experience on the housing loans comprising the securitized
portfolios will depend on the results obtained over the life of the
securitized portfolios. There can be no assurance that the housing loans
comprising the assets of the trust will perform consistently with the
delinquency or foreclosure experience described herein. It should be noted
that if the residential real estate market in Australia should experience an
overall
S-47
<PAGE>
decline in property values, the actual rates of delinquencies and foreclosures
could be higher than those previously experienced by the servicer on the
securitized portfolios. In addition, adverse economic conditions may affect the
timely payment by borrowers of scheduled payments of principal and interest on
the housing loans and, accordingly, the actual rates of delinquencies and
foreclosures of housing loans included in the trust.
Prepayment and Yield Considerations
General
The principal repayments, aggregate amount of distributions on the notes,
and the yield to maturity of the notes will relate to (i) the rate and timing
of payments of principal repayments on the housing loans, and (ii) the price at
which the notes are purchased. The rate of principal payments on the housing
loans will in turn be affected by the amortization schedules of the loans,
including prepayments resulting from refinancing, liquidations of the housing
loans due to defaults, casualties, condemnations and repurchases by a seller.
The housing loans may be prepaid by the mortgagors at any time. However,
borrowers under fixed rate housing loans may be required to pay a fee or
entitled to receive a benefit in order to prepay their housing loans. [The
yield to maturity for holders of the notes will be lower than the yield to
maturity otherwise produced by the applicable interest rate and the purchase
price of the notes. The yield may be lower because principal and interest
distributions will not be payable to noteholders until the [ ] day of the
[month] following the [month] [quarter] of accrual and noteholders will not
receive any additional payment of interest or earnings because of the delay.]
Prepayments
The rate of principal payments on the notes is directly related to the
rate of principal payments on the housing loans, which may be in the form of
scheduled payments or principal prepayments. Prepayments, liquidations and
purchases of the housing loans, including optional purchase of the remaining
housing loans in connection with the termination of the trust, will result in
early distributions of principal amounts on the notes.
Since the rate of payment of principal of the housing loans cannot be
predicted and will depend upon future events and a variety of factors, we
cannot assure you as to this rate of payment or the rate of principal
prepayments. The extent to which the yield to maturity of any note may vary
from the anticipated yield will depend upon the following factors:
. the degree to which a note is purchased at a discount or premium; and
. the degree to which the timing of payments on the note is sensitive
to prepayments, liquidations and purchases of the housing loans.
A wide variety of factors, including economic conditions, the
availability of alternative financing and homeowner mobility may affect the
trust's prepayment experience for the housing loans. In particular, under
Australian law, unlike the law of the United States, interest on loans used to
purchase a principal place of residence is not ordinarily deductible for
taxation purposes.
S-48
<PAGE>
Rate of Payments
The weighted average life of a note refers to the average amount of time
that will elapse from the date of issuance of the note to the date each dollar
in respect of principal repayable under the note is reduced to zero, weighted
by the principal payment.
Usually, greater than anticipated principal prepayments would reduce the
aggregate principal balance of the housing loans more quickly than expected. As
a consequence, aggregate interest payments on the housing loans would be
substantially less than expected. Therefore, a higher rate of principal
prepayments could result in a lower-than-expected yield to maturity on each
related class of notes purchased at a premium[, and in [some] [extreme]
instances investors may not fully recoup their initial investments].
Conversely, lower than anticipated principal prepayments would reduce the
return to investors on any related classes of notes purchased at a discount, in
that principal payments on the housing loans would occur later than
anticipated. The effect on your yield due to principal prepayments occurring at
a rate that is faster or slower than the rate you anticipated will not be
entirely offset by a subsequent similar reduction or increase in the rate of
principal payments. The amount and timing of delinquencies and defaults on the
housing loans and the recoveries, if any, on defaulted housing loans and
foreclosed properties will also affect the weighted average life of the notes.
[The Subordinate Notes]
[The weighted average life of, and the yield to maturity on, the
subordinate notes, in decreasing order of their priority of distributions, will
be progressively more sensitive to the rate and timing of mortgagor defaults
and the severity of ensuing losses on the housing loans. If the actual rate and
severity of losses on the housing loans is higher than those assumed by a
holder of a subordinate note, the actual yield to maturity of that note may be
lower than the yield expected by the noteholder based on his or her assumption.
The timing of losses on the housing loans will also affect an investor's actual
yield to maturity, even if the rate of defaults and severity of losses over the
life of the housing loans are consistent with an investor's expectations. In
general, the earlier a loss occurs, the greater the effect on an investor's
yield to maturity. Losses on the housing loans will reduce the class note
balance of the subordinate notes to the extent of any losses allocated to those
notes without the receipt of cash attributable to the reduction. See
"Description of the Notes--Subordination and Allocation of Losses". As a result
of these reductions, less interest will accrue on these classes of subordinate
notes than otherwise would be the case. Disproportionate allocations of
principal prepayments to the senior notes, net interest shortfalls and other
cash shortfalls in Available Income will affect the yield to maturity of the
subordinate notes.]
[Special Sensitivities]
[Description of other special sensitivities particular to each series of
notes based upon the deal structure for that series.]
S-49
<PAGE>
Prepayment Rate Model and Modeling Assumptions
[Prepayments on housing loans are commonly measured relative to a
prepayment standard or model. The prepayment model used in this prospectus is a
constant prepayment rate model or CPR. CPR represents an assumed constant rate
of prepayment each month, expressed as a per annum percentage of the principal
balance of the pool of housing loans for that month. CPR does not purport to be
a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of housing loans, including the
housing loans for this series. None of the seller[s], the trust manager nor the
issuer trustee believes that any existing statistics of which it is aware
provide a reliable basis for holders of the notes to predict the amount or the
timing of receipt of prepayments on the housing loans.]
[Since the following tables were prepared on the basis of the modeling
assumptions described in the next paragraph, there are discrepancies between
characteristics of the actual housing loans in the pool for this series and the
characteristics of the housing loans assumed in preparing the tables. Any
discrepancy may have an effect upon the percentages of the principal balances
outstanding and weighted average lives of the notes set forth in the tables. In
addition, since the actual housing loans in the trust have characteristics that
differ from those assumed in preparing the tables set forth below, the
distributions of principal on the notes may be made earlier or later than as
indicated in the tables.
For the purpose of the tables below, we have used the following modeling
assumptions:
. the closing date for the notes is [ , ];
. payments on the notes are made on the [ ] day of each
[month][quarter] commencing on [ ] regardless of the day on
which the payment date actually occurs;
. payments on the notes are made in accordance with the priorities
described in this prospectus supplement;
. the scheduled payments of principal and interest on the housing loans
will be delivered on the first day of each month commencing on [
], with no defaults;
. all prepayments are prepayments in full received on the last day of
each month and include 30 days' interest on the outstanding principal
balance of the housing loan;
. Principal collections are distributed according to the order of
distribution described in this prospectus supplement; and
. no optional termination is exercised, except for the line titled
"Weighted Average Life-To Call (Years)" in [each] table.
. [other assumptions applicable for a particular series]
S-50
<PAGE>
We do not expect that these modeling assumptions will be predictive of
the housing loan pool's actual performance for this series. It is not likely
that the housing loans will pay at any assumed CPR to maturity or that all
housing loans will prepay at the same rate. The assumed CPR for this
transaction is [ %]. In addition, the diverse remaining terms to maturity of
the housing loans, which include recently originated housing loans, could
produce slower or faster distributions of principal than as indicated in the
tables at the assumed CPRs specified. This could be true even if the weighted
average remaining term to maturity of the housing loans is the same as the
weighted average remaining term to maturity of the assumptions described above.
We urge investors to make their investment decisions on a basis that includes
their determination as to anticipated prepayment rates under a variety of the
assumptions discussed in this prospectus supplement as well as other relevant
assumptions.]
[Insert Prepayment Tables]
[Additional Information]
[The issuer trustee intends to file with the SEC additional yield tables
and other computational materials for one or more classes of the notes on a
Current Report on Form 8-K. [ ] prepared these tables and materials at
the request of some prospective investors, based on assumptions provided by,
and satisfying the special requirements of, these prospective investors. These
tables and materials are preliminary in nature, and the information contained
in them is subject to, and superseded by, the information in this prospectus
supplement.]
[Legal Aspects of the Housing Loans]
[Any legal aspects of the housing loans not covered in the prospectus
will be explained in this section. See "Legal Aspects of the Housing Loans" in
the prospectus.]
[Federal Income Tax Consequences]
[The federal income tax consequences for each series will be explained in
this section.]
[Australian Tax Matters]
[The Australian tax consequences for each series will be explained in
this section.]
[ERISA Considerations]
[Any ERISA considerations applicable for a series will be explained in
this section.]
S-51
<PAGE>
Plan of Distribution
Underwriting
Subject to the terms and conditions set forth in the underwriting
agreement, the issuer trustee has agreed to sell to the underwriters, and each
of the underwriters have severally agreed to purchase, the principal amount of
the class [ ] notes set forth opposite its name below.
<TABLE>
<CAPTION>
Principal Amount
Underwriter of Class [ ] Notes (US$)
----------- -------------------------
<S> <C>
[ ]. ................................. [$ ]
[ ]. ................................. [$ ]
Total.......................................... [$ ]
===========
</TABLE>
The underwriting agreement provides that the underwriters are obligated
to purchase all of the notes if any are purchased. In the event of default by
an underwriter, the underwriting agreement provides that, in specific
circumstances, the underwriting agreement may be terminated.
The underwriters propose to offer the notes to the public initially [at
the offering prices stated on the cover page of this prospectus supplement and
to dealers at the price less concession not in excess of [ %] of the initial
outstanding principal amount of the notes] [in negotiated transactions or
otherwise at varying prices to be determined at the time of sale].
[The underwriters may allow and the dealers may reallow, a concession not
to exceed [ %] of the aggregate of the initial outstanding principal amount of
the notes. After the initial public offering, the underwriters may change the
public offering price and concessions and discounts to dealers.]
Westpac estimates that the out-of-pocket expenses for this offering will
be approximately [US$ ].
[Westpac Securities Administration Limited, in its capacity as trustee of
the trust only,] Westpac Securitisation Management Pty Limited and Westpac have
agreed to indemnify the underwriters against civil liabilities under the
Securities Act, or contribute to payments which the underwriters may be
required to make as a result of these liabilities.
The underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Securities Exchange Act. To explain:
. Over-allotment involves syndicate sales in excess of the offering
size, which creates a syndicate short position;
. Stabilizing transactions permit bids to purchase the underlying
security as long as the stabilizing bids do not exceed a specified
maximum;
S-52
<PAGE>
. Syndicate covering transactions involve purchases of the notes in
the open market after the distribution has been completed in order
to cover syndicate short positions;
. Penalty bids permit the underwriters to reclaim a selling concession
from a syndicate member when the notes originally sold by a
syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions.
Stabilizing transactions, syndicate covering transactions and penalty
bids may stabilize the price of the notes or cause their price to be higher
than they would otherwise be in the absence of these transactions. The
underwriters are not required to engage in these activities and, if commenced,
the underwriters may discontinue them at any time.
In the ordinary course of its business, some of the underwriters and some
of their affiliates have engaged, and may in the future engage, in commercial
and investment banking activities with Westpac and its affiliates.
[Offering Restrictions]
[No offering circular, prospectus or other disclosure document in
relation to any notes has been lodged with the Australian Securities and
Investments Commission or the Australian Stock Exchange Limited. Each
Underwriter has represented and agreed that it:
. has not (directly or indirectly) offered for issue or sale or
invited applications for the issue or offers to purchase nor has it
sold any notes;
. will not directly or indirectly offer for issue or sale or invite
applications for the issue or offers to purchase nor will it sell
any notes; and
. has not distributed and will not distribute any draft, preliminary
or definitive offering memorandum, advertisements or other offering
material relating to any notes,
in the Commonwealth of Australia, its territories or possessions to any person
who is actually known by the underwriter, (without an obligation on the
underwriter to make any inquiry), to be a resident of Australia for the
purposes of s128F of the Income Tax Assessment Act 1936 as amended, unless:
. the amount payable by each offeree or invitee for the notes is a
minimum amount of A$500,000 (or its equivalent in another currency)
(disregarding amounts, if any, lent by the Issuer or other person
offering the note or an associate or either of them) or the offer or
invitation is otherwise an offer or invitation for which no
disclosure is required to be made under Part 6D.2 of the
Corporations Law and the Corporations Regulations made under the
Corporations Law,
. the offer, invitation or distribution complies with all applicable
laws, regulations and directives and does not require any document
to be lodged with the Australian Securities and Investments
Commission; and
S-53
<PAGE>
. the notes will not be acquired by an associate of Westpac within the
meaning of s128F of the Tax Act (other than in the capacity of an
underwriter in relation to a placement of the notes) as identified
on a list provided by Westpac.
In addition, each underwriter has agreed that, in connection with the primary
distribution of any notes, it will not sell any notes to any person if, at the
time of such sale, the employees of the underwriter aware of, or involved in,
the sale knew or had reasonable grounds to suspect that, as a result of such
sale, such notes or an interest in such notes were being, or would later be,
acquired (directly or indirectly) by:
. an associate of the issuer trustee for the purposes of s128F(9) of
the Tax Act; or
. a "resident of Australia, or a "non-resident" who is engaged in
carrying on business in Australia at or through a "permanent
establishment" of that "non-resident" in Australia, with the
expressions "resident of Australia", "non-resident" and permanent
establishment having the meanings given to them by the Tax Act.]
Listing and General Information
[Insert any information required for any applicable non-U.S.
jurisdictions]
Exchange Controls and Limitations
Under temporary Australian foreign exchange controls, which may change in
the future, payments by an Australian resident to, or on behalf of the
following payees may only be made with Reserve Bank of Australia approval:
. the Government of Iraq or its agencies or nationals;
. the authorities of the Federal Republic of Yugoslavia (Serbia and
Montenegro) or its agencies, who are not residents of Australia;
. the Government of Libya or any public authority or controlled entity
of the Government of Libya, including any commercial, industrial or
public utility undertaking owned or controlled by the Government of
Libya or by a public authority of Libya;
. the Taliban (also known as the Islamic Emirate of Afghanistan) or
any undertaking owned or controlled, directly or indirectly, by the
Taliban; or
. the National Union for Total Independence of Angola as an
organization, senior officials of UNITA or adult members of the
immediate families of senior officials of UNITA.
Any funds transferred from Australia or to non-Australian residents may
be subject to withholding taxes in relation to remittances of dividends, to the
extent they are unfranked, and interest payments.
S-54
<PAGE>
Announcement
By distributing or arranging for the distribution of this prospectus
supplement to the underwriters and the persons to whom this prospectus
supplement is distributed, the issuer trustee announces to the underwriters and
each such person that:
. the notes will initially be issued in the form of book-entry notes
and will be held by Cede & Co., as nominee of DTC;
. in connection with the issue, DTC will confer rights in the notes to
the noteholders and will record the existence of those rights; and
. upon the issuance of the notes in this manner, these rights will be
created.
Ratings of the Notes
It is a condition to the issuance of the notes that [ ] rate the
notes [" "].
Investors should evaluate the security ratings of the notes independently
from similar ratings on other types of securities. A securities rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the rating agencies. The notes are pass-through
debt securities. The rating does not address the expected schedule of principal
repayments other than to say that principal will be returned no later than the
final maturity date.
The issuer trustee has not requested a rating on the notes by any rating
agency other than [ ]. We cannot assure you as to whether any other rating
agency will rate the notes, or, if it does, what rating would be assigned. A
rating on the notes by another rating agency, if assigned at all, may be lower
than the rating assigned to the notes by [ ].
Legal Matters
Mayer, Brown & Platt, New York, New York, will pass upon some legal
matters with respect to the notes, including the material U.S. federal income
tax matters, for the trust manager and the issuer trustee. Allen Allen &
Hemsley, Sydney, Australia, will pass upon some legal matters, including the
material Australian tax matters, with respect to the notes for the trust
manager. [ ] will pass upon some legal matters with respect to the
notes for the underwriters.
S-55
<PAGE>
Glossary
You can find additional definitions of capitalized terms used in this
prospectus supplement under the caption "Glossary" in the prospectus.
[Definitions will be added or deleted as applicable for each series]
"Accrued Interest Adjustment" means, unless otherwise specified in the
prospectus supplement:
. the amount equal to any interest and fees accrued on the housing
loans up to, but excluding, the closing date and which were unpaid as
of the close of business on the closing date; and
. all amounts received by the relevant seller under those housing loans
applied by the servicer to payment of interest and fees under those
housing loans from, but excluding, the cut-off date to, but
excluding, the closing date.
"Approved Bank" means:
. a bank which has a short-term rating of at least [ ] from [Fitch
IBCA], [ ] from [Moody's], and [ ] from [Standard & Poor's]; or
. any bank or financial institution which is specified to be an
Approved Bank in a series notice;
but means Westpac for so long as it has a short term rating of [ ] or better
from [Fitch IBCA] [ ] or better from [Moody's] and [ ] or better from
[Standard & Poor's].
"Available Income" see page S-35.
"Bank Bill Rate"--This term is defined in the prospectus.
"Carryover Charge Offs"--This term is defined in the prospectus.
"Carryover Redraw Charge Offs" means, on any collection determination
date in relation to the redraw facility, the aggregate of Redraw Charge Offs
prior to that collection determination date which have not been reinstated as
described in this prospectus.
"Clearstream-Luxembourg" means the Clearstream Banking, societe anonyme,
a limited liability company organized under the laws of Luxembourg.
"Consumer Credit Code"--This term is defined in the prospectus.
"DTC" means the Depository Trust Company.
"Excess Available Income" see page S-38.
"Extraordinary Resolution"--This term is defined in the prospectus.
"Finance Charge Collections" see page S-35.
"Finance Charge Loss"--[insert applicable definition].
G-1
<PAGE>
"Government Charges"--This term is defined in the prospectus.
"Gross Principal Collections" see page S-38.
"Initial Principal Distributions" see page S-40.
"Insolvency Event"--This term is defined in the prospectus.
"Interest Period"--This term is defined in the prospectus.
"Liquidation Losses"--This term is defined in the prospectus.
"Mortgage Shortfall" see page S-41.
"Mortgagees"means the secured parties under the security trust deed.
"Noteholder Mortgagees" means the noteholders and the note trustee on
behalf of the Class [ ] noteholders identified.
"Payment Shortfall"--[insert applicable definition].
"Prepayment Benefit"--[insert applicable definition].
"Prepayment Benefit Shortfall"--[insert applicable definition].
"Prepayment Cost Surplus"--[insert applicable definition].
"Prepayment Costs"--[insert applicable definition].
"Principal Charge Off"--This term is defined in the prospectus.
"Principal Collections" see page S-39.
"Principal Loss"--This term is defined in the prospectus.
"RFS" means redraw funding securities.
"Stated Amount"--This term is defined in the prospectus.
"Tax Act" means the Income Tax Assessment Act of 1936, as amended.
"Termination Date"--This term is defined in the prospectus.
"Title Perfection Event" means, any of the following:
. [Westpac ceases to have a long term credit rating of at least "BBB"
from Fitch IBCA, "Baa2" from Moody's or "BBB" from Standard &
Poor's;]
. an Insolvency Event occurs in relation to Westpac;
G-2
<PAGE>
. Westpac fails to transfer collections to the issuer trustee within 5
business days after receiving notice from the issuer trustee or trust
manager to do so.
"Total Available Funds"--[insert applicable definition].
"Total Payments" means all amounts payable by the issuer trustee on a
payment date.
"Trust Expenses" see page S-37.
"Unpaid Balance"--This term is defined in the prospectus.
"Voting Mortgagee" means only the Noteholder Mortgagees for so long as
amounts outstanding under the notes are 75% or more of all amounts secured by
the security trust deed, and otherwise, the note trustee, acting on behalf of
the noteholders, and each other Mortgagee, other than noteholders.
"Westpac" means Westpac Banking Corporation.
"Westpac Group" means Westpac and its related entities.
"WST" means the Westpac Securitisation Trust Programme.
G-3
<PAGE>
Appendix A
[Tabular format of housing loan detail to be provided for each series.]
A-1
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Westpac Securitisation Management Pty Limited
Trust Manager
Westpac Banking Corporation
Seller
Westpac Securities Administration Limited
in its capacity as Issuer Trustee of
the Series [ ] WST Trust
[Mortgage Backed [Floating] [Fixed] Rate Notes,
Series [ ]]
----------------
Prospectus Supplement
----------------
[List of Underwriters]
[ , ]
You should rely only on the information contained or incorporated in this
prospectus supplement and the accompanying prospectus. We have not authorized
anyone to provide you with different information.
We are not offering the notes in any state where the offer is not
permitted.
Dealers will deliver a prospectus supplement and prospectus when acting
as underwriters of the notes and with respect to their unsold allotments and
subscriptions. In addition, all dealers selling the notes will deliver a
prospectus supplement and prospectus until [ , ].
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement and the accompanying prospectus +
+is not complete and may be changed. We may not sell these securities until +
+the registration statement filed with the Securities and Exchange Commission +
+is effective. This prospectus supplement and the accompanying prospectus are +
+not an offer to sell these securities and they are not soliciting an offer to +
+buy these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
[Alternate Cover Page--Form of Prospectus Supplement]
Subject to completion, dated ,
Prospectus supplement
dated [ , 20 ] (to prospectus dated [ , 2000]
[$ ]
Westpac Securitisation Management Pty Limited
(ACN 081 709 211)
Trust Manager
Westpac Banking Corporation
(ARBN 007 457 141)
Seller
Westpac Securities Administration Limited
(ACN 000 049 472)
in its capacity as Issuer Trustee of the Series [ ] WST Trust
Mortgage Backed [Floating] [Fixed] Rate Notes, Series [ ]
The notes will be collateralized by a pool of housing loans secured by
properties located in Australia. The [Series WST Trust] will be governed
by the laws of New South Wales, Australia.
The notes are not deposits and neither the notes nor the underlying housing
loans are insured or guaranteed by any governmental agency or instrumentality.
The notes represent obligations of the [Series WST Trust] only and do not
represent obligations of or interests in, and are not guaranteed by any other
entity.
[An application has been made to the [insert applicable exchanges] to admit
the [ ] notes.]
Investing in the notes involves risks. See "Risk Factors" on page S- .
The issuer trustee will offer the [insert applicable classes] notes to the
public [at varying prices to be determined at the time of sale].
This prospectus supplement and the related prospectus may be used by
[Westpac Banking Corporation][Westpac Securities, Inc.], an affiliate of the
trust manager and the issuer trustee, in connection with offers and sales
related to secondary market transactions in the notes. [Westpac Banking
Corporation][Westpac Securities, Inc.] may act as principal or agent in these
transactions. These sales will be made at prices related to the prevailing
market prices at the time of sale or otherwise.
Neither the SEC nor any state securities commission has approved the notes
or determined that this prospectus supplement or the prospectus is accurate or
complete. Any contrary representation is a criminal offense.
<PAGE>
----------------
[ ]
[Alternate Page--Form of Prospectus Supplement]
Method of Distribution
This prospectus supplement and the related prospectus may be used by
[Westpac Banking Corporation] [Westpac Securities, Inc.], an affiliate of the
[trust manager] [and the issuer trustee], in connection with the offers and
sales related to secondary market transactions in the notes. [Westpac Banking
Corporation] [Westpac Securities, Inc.] may act as principal or agent in these
transactions. These sales will be made at prices related to prevailing market
prices at the time of sale. [Westpac Banking Corporation] [Westpac Securities,
Inc.] does not have any obligation to make a market in the notes, and it may
discontinue its market-making activities at any time without notice, in its
sole discretion. [Westpac Banking Corporation] [Westpac Securities, Inc.] is
among the underwriters participating in the initial distribution of the notes.
<PAGE>
[Alternate Back Cover Page--Form of Prospectus Supplement]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Westpac Securitisation Management Pty Limited
Trust Manager
Westpac Banking Corporation
Seller
Westpac Securities Administration Limited
in its capacity as Issuer Trustee of
the Series [ ] WST Trust
[Mortgage Backed [Floating][Fixed] Rate Notes,
Series [ ]]
----------------
Prospectus Supplement
----------------
[Westpac Banking Corporation]
[Westpac Securities, Inc.]
[ , ]
You should rely only on the information contained or incorporated in this
prospectus supplement and the accompanying prospectus. We have not authorized
anyone to provide you with different information.
We are not offering the notes in any state where the offer is not
permitted.
Dealers will deliver a prospectus supplement and prospectus when acting
as underwriters of the notes and with respect to their unsold allotments and
subscriptions. In addition, all dealers selling the notes will deliver a
prospectus supplement and prospectus until [ , ].
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated , 2000
Westpac Securitisation Management Pty Limited
(ACN 081 709 211)
Trust Manager
Mortgaged Backed Notes
Issuable in series by separate trusts
-----------
Each series of notes: Each trust:
. will consist of one or . will own a pool of housing loans secured by
more classes of mortgage first ranking mortgages on owner-occupied and
backed floating or fixed non-owner occupied residential properties
rate notes representing located in Australia;
interests in the assets
of a trust;
. may have rights under insurance policies
relating to the housing loans, to amounts on
deposit in the trust accounts and income
earned on those deposits and to authorized
investments of the trust; and
. will receive principal
and interest only from
payments collected on the
assets of the related
trust; and
. will include the issuer trustee's rights
under the transaction documents for that
series.
. will not be insured or
guaranteed by any
government agency or
instrumentality and will
not be the personal
obligations of the entity
acting as issuer trustee
of the trust or any of
its affiliates.
-----------
Neither the SEC nor any State securities commission has approved these
securities or determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is , 2000.
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Important Notice About Information Presented in this Prospectus and each
Accompanying Prospectus Supplement...................................... 1
Capitalized Terms........................................................ 2
Westpac Banking Corporation.............................................. 2
The Trust Manager........................................................ 2
The Issuer Trustee....................................................... 2
The Servicer............................................................. 2
The Trusts............................................................... 3
Westpac Securitisation Trust Programme.................................. 3
Establishing the Trusts................................................. 3
The Assets of the Trusts................................................. 3
Assets of the Trust..................................................... 3
The Housing Loans....................................................... 4
The Sellers............................................................. 5
Transfer and Assignment of the Housing Loans............................ 5
Representations, Warranties and Eligibility Criteria.................... 6
Breach of Representations and Warranties................................ 8
Westpac Residential Loan Program......................................... 9
Origination Process..................................................... 9
Underwriting Process.................................................... 9
Product Types........................................................... 11
Housing Loan Features and Options....................................... 12
Description of the Notes................................................. 15
General................................................................. 15
Distributions........................................................... 16
Distributions of Interest............................................... 16
Distributions of Principal.............................................. 16
Form of the Notes....................................................... 17
Global Clearance, Settlement and Tax Documentation Procedures........... 24
Definitive Notes........................................................ 27
Withholding or Tax Deductions........................................... 28
Redemption of the Notes for Taxation or Other Reasons................... 28
Redemption of the Notes upon an Event of Default under the Security
Trust Deed............................................................. 29
Optional Repurchase of the Housing Loans................................ 29
Termination of the Trust................................................ 29
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prescription.............................................................. 30
Voting and Consent of Noteholders......................................... 31
Reports to Noteholders.................................................... 32
Credit Enhancement......................................................... 33
Types of Enhancements..................................................... 33
Subordination............................................................. 33
Primary Mortgage Insurance Policy......................................... 34
Pool Mortgage Insurance Policy............................................ 34
Excess Available Income................................................... 34
Reserve Fund.............................................................. 35
Overcollateralization..................................................... 35
Letter of Credit.......................................................... 35
Minimum Principal Payment Agreement....................................... 35
Deposit Agreement......................................................... 36
Other Insurance, Guarantees and Similar Instruments or Agreements......... 36
Prepayment and Yield Considerations........................................ 36
General................................................................... 36
Prepayments............................................................... 37
Weighted Average Lives.................................................... 37
Powers, Duties and Liabilities under the Transaction Documents............. 38
The Issuer Trustee........................................................ 38
Seller Trustee............................................................ 41
The Trust Manager......................................................... 41
The Note Trustee.......................................................... 43
The Security Trustee...................................................... 44
Description of Transaction Documents....................................... 46
Trust Accounts............................................................ 46
Prefunding................................................................ 46
Revolving Period.......................................................... 47
Redraws................................................................... 47
Liquidity Reserve or Liquidity Facility................................... 49
Interest Rate Swaps....................................................... 50
Currency Swaps............................................................ 50
The Security Trust Deed................................................... 50
The Servicing Agreement................................................... 56
Modifications and Amendments.............................................. 62
Use of Proceeds............................................................ 63
Legal Aspects of the Housing Loans......................................... 63
General................................................................... 64
Nature of Housing Loans as Security....................................... 64
Enforcement of Registered Mortgages....................................... 66
Penalties and Prohibited Fees............................................. 67
Bankruptcy................................................................ 68
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Environmental Considerations.............................................. 68
Insolvency Considerations................................................. 69
Tax Treatment of Interest on Australian Housing Loans..................... 69
Consumer Credit Code...................................................... 70
United States Federal Income Tax Matters................................... 71
Overview.................................................................. 71
General................................................................... 72
Interest Income on the Notes.............................................. 72
Sale of Notes............................................................. 73
Market Discount........................................................... 73
Premium................................................................... 75
Backup Withholding Taxes.................................................. 75
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Australian Tax Matters..................................................... 75
Australian Taxation....................................................... 75
Enforcement of Foreign Judgments in Australia.............................. 79
ERISA Considerations....................................................... 80
Legal Investment Considerations............................................ 81
Where You Can Find More Information........................................ 81
Ratings of the Notes....................................................... 82
Plan of Distribution....................................................... 82
Legal Matters.............................................................. 84
Glossary................................................................... G-1
</TABLE>
ii
<PAGE>
Important Notice About Information Presented in this Prospectus
and each Accompanying Prospectus Supplement
We describe an offered series of notes in two separate documents: (1)
this prospectus, which provides general information, some of which may not
apply to that particular series of notes; and (2) the accompanying prospectus
supplement, which describes the specific terms of that series of notes and may
be different from the information in this prospectus.
If the description of the terms of the notes varies between this
prospectus and the prospectus supplement, you should rely on the information in
the prospectus supplement.
Neither this prospectus nor any prospectus supplement will contain all of
the information included in the registration statement. The registration
statement also includes copies of the various agreements referred to in this
prospectus and any prospectus supplement. You may obtain copies of these
documents for review. See "Where You Can Find More Information."
Each prospectus supplement will usually include the following information
regarding the related series of notes:
. the principal amount, interest rate, authorized denominations and
maturity date of each class of notes;
. the method for calculating the amount of interest and principal to be
paid to each class of notes, and the timing and order of priority of
such interest and principal payments on the notes;
. information concerning the pool of housing loans and other assets of
the trust;
. information regarding the risk factors relating to the notes; and
. the particulars of the plan of distribution for the notes.
We include cross-references in this prospectus and in the prospectus
supplement to captions where further related discussions appear. The preceding
Table of Contents and the Table of Contents included in the prospectus
supplement provide the pages on which these captions are located. You can find
definitions of capitalized terms used in this prospectus and the prospectus
supplement under the caption "Glossary" in this prospectus and in the
prospectus supplement.
In this prospectus the terms "we," "us" and "our" refer to Westpac
Securitisation Management Pty Limited.
----------------
1
<PAGE>
Capitalized Terms
The capitalized terms used in this prospectus, unless defined elsewhere
in this prospectus, have the meanings set forth in the glossary.
Westpac Banking Corporation
Westpac Banking Corporation (ARBN 007 457 141) was the first bank to be
established in Australia. It was founded in 1817 and was incorporated in 1850
as Bank of New South Wales by an Act of the New South Wales Parliament. In
1982, the Bank of New South Wales acquired the Commercial Bank of Australia
Limited, and changed its name to Westpac Banking Corporation. Today Westpac is
one of the four major commercial banks in Australia and is the largest
commercial bank in New Zealand. Westpac and its subsidiaries, the Westpac
Group, undertake a wide range of banking and financial activities. The
Australian banking activities of Westpac come under the regulatory supervision
of the Australian Prudential Regulation Authority.
The Trust Manager
Westpac Securitisation Management Pty Limited was incorporated on
February 19, 1998 in the Australian Capital Territory under the Corporations
Law of the Commonwealth of Australia. Westpac Securitisation Management Pty
Limited is a wholly owned indirect subsidiary of Westpac. It was formed to
provide specialized trust management services for securitization programs for
the Westpac Group. Westpac Securitisation Management Pty Limited will be
appointed as trust manager for each trust on the terms set out in the master
trust deed and the related series notice.
The Issuer Trustee
Westpac Securities Administration Limited (ACN 000 049 472), a member of
the Westpac Group, will act as the issuer trustee for each trust unless the
prospectus supplement for a series identifies another entity that will serve as
issuer trustee. Westpac Securities Administration Limited was incorporated on
July 11, 1944 as, and continues to exist and operate as, a limited liability
public company under the Corporations Law of New South Wales, Australia.
The issuer trustee with respect to each series will act as trustee of the
related trust and, in such capacity, as issuer of the notes for such series
under the terms set out in the transaction documents for that series.
The Servicer
Unless otherwise specified in the prospectus supplement, the Mortgage
Company Pty Limited (ACN 070 968 302) will act as servicer of the housing
loans. The servicer will be responsible for the servicing and administration of
the housing loans as described in the prospectus supplement. The prospectus
supplement will contain a description of the servicer and its servicing
procedures. Any servicer or successor servicer may contract with sub-servicers
or third parties, to perform all or a portion of the servicing functions on
behalf of the servicer.
2
<PAGE>
The Trusts
Westpac Securitisation Trust Programme
Westpac established the Westpac Securitisation Trust Programme pursuant
to a master trust deed for the purpose of enabling the issuer trustee of each
trust established pursuant to the Westpac Securitisation Trust Programme to
invest in pools of assets originated or purchased by the Westpac Group. The
master trust deed establishes the general framework under which trusts may be
established from time to time and provides for the creation of an unlimited
number of trusts. It does not actually establish any trusts. Each trust
established under the Westpac Securitisation Trust Programme will be separate
and distinct from every other trust established under the master trust deed.
The assets of each trust will not be available to meet the liabilities of any
other trust. The issuer trustee may issue multiple classes of notes in relation
to each trust that differ among themselves as to priority of payment and
ratings.
Establishing the Trusts
The detailed terms of each trust will be as set out in the master trust
deed and the series notice relating to that trust. To establish a trust, the
trust manager and the issuer trustee will execute a notice of creation of
trust.
The series notice relating to a trust, which supplements the general
framework under the master trust deed with respect to that trust, does the
following:
. appoints the issuer trustee of the trust;
. specifies the terms of the notes;
. establishes the cash flow allocation;
. sets out the various representations and undertakings of certain
parties in relation to the housing loans, which supplement those in
the master trust deed; and
. amends the master trust deed to the extent necessary to give effect
to the specific aspects of the trust and the issuance of the related
series of notes by that trust.
The Assets of the Trusts
Assets of the Trusts
The assets of a trust may include any or all of the following:
.a pool of housing loans, including:
. principal payments paid or payable on the housing loans at any
time from and after the cut-off date specified in the prospectus
supplement; and
. interest and fee payments paid or payable on the housing loans
from the closing date specified in the prospectus supplement;
3
<PAGE>
. rights of the issuer trustee under any primary mortgage insurance
policies covering the mortgaged properties securing the housing
loans;
. amounts on deposit in the accounts established in connection with the
creation of the trust and the issuance of the related series of
notes, including the related collection account, and any instruments
in which these amounts are invested;
. the issuer trustee's rights under the transaction documents for that
trust; and
. rights under any form of credit enhancement specified in the
prospectus supplement.
The prospectus supplement for each series of notes will include information
describing the assets of the related trust.
The notes will be non-recourse obligations of the related trust. The
assets of a trust specified in the prospectus supplement for that series will
serve as collateral only for that series of notes. Holders of a series of notes
may only proceed against the collateral securing that series of notes in the
case of a default on that series of notes and may not proceed against any
assets of Westpac or any of its affiliates or the assets of any other trust.
The Housing Loans
Westpac will originate or purchase the housing loans in the ordinary
course of its business. Each housing loan will be one of the types of products
described in "Westpac Residential Loan Program--Westpac's Product Types" or
another type of product described in the prospectus supplement. Each housing
loan may have some or all of the features and options described in the "Westpac
Residential Loan Program--Housing Loan Features and Options." The prospectus
supplement may also describe additional features and options of the housing
loans. The housing loans may be either fixed rate or variable rate loans
secured by mortgaged properties. A mortgaged property refers to the land,
including all improvements thereon, that is subject to a mortgage. A registered
first ranking mortgage over the related mortgaged property will secure each
housing loan or, if the relevant mortgage is not a first ranking mortgage, the
seller will equitably assign to the issuer trustee all other prior ranking
registered mortgages relating to that housing loan. The mortgaged properties
consist of owner-occupied and non-owner occupied residential properties located
in the Commonwealth of Australia.
The prospectus supplement for each series of notes may provide
information with respect to the housing loans that are assets of the related
trust as of the cut-off date specified in such prospectus supplement including,
among other things, and to the extent relevant:
. the aggregate outstanding principal balance of the housing loans
included in the assets of the related trust;
. the range and average outstanding principal balance of the housing
loans;
. the range and weighted average loan rate on the loans, and, in the
case of variable rate loans, the range and weighted average of the
current loan rates, if any;
4
<PAGE>
. the percentage by outstanding principal balance as of the cut-off
date of housing loans that accrue interest at variable or fixed
interest rates;
. the weighted average original and remaining term-to-stated maturity
of the housing loans;
. the year of origination of the housing loans;
. the range and weighted average of loan-to-value ratios for the
housing loans;
. the geographic distribution of any mortgaged properties securing the
housing loans; and
. distribution by number and aggregate outstanding principal balance of
the types of properties securing the housing loans.
If information of the nature described above respecting the housing loans
is not known or available at the time the related series of notes is initially
offered, approximate or more general information of the nature described above
will be provided in the prospectus supplement and additional information will
be set forth in a Current Report on Form 8-K filed with the SEC within 15 days
after the initial issuance of the notes.
The Sellers
Unless otherwise specified in the prospectus supplement, the housing
loans included in the assets of a trust will be sold to the trust by either
Westpac or the seller trustee, or both. The seller trustee is Westpac
Securities Administration Limited, in its capacity as trustee of another
separate trust established under the Westpac Securitisation Trust Programme.
The seller trustee purchases residential housing loans from Westpac. The seller
trustee owes a fiduciary duty to Westpac.
Transfer and Assignment of the Housing Loans
On the closing date for a trust, one or more sellers will deliver a sale
notice to the issuer trustee as trustee of that trust specifying the housing
loans purchased by that trust.
Each seller will equitably assign the housing loans, the mortgages
securing those housing loans and the mortgage documents, and will assign the
rights and benefits under any related mortgage insurance policies, to the
issuer trustee pursuant to the sale notice. After this assignment, the issuer
trustee will be entitled to receive collections on the housing loans. If a
Title Perfection Event occurs, the issuer trustee must use the irrevocable
power of attorney granted to it by each seller to take the actions necessary to
obtain legal title to the housing loans. The trust manager, the servicer and
each seller will assist the issuer trustee in taking any necessary actions to
obtain legal title to the housing loans.
A seller may in some instances equitably assign to the issuer trustee a
housing loan secured by an "all moneys" mortgage, which may also secure
financial indebtedness that has not been sold to the applicable trust, but is
instead retained by the seller.
5
<PAGE>
The issuer trustee will hold the proceeds of enforcement of the related
mortgage, as described in "Legal Aspects of the Housing Loans--Enforcement of
Registered Mortgages," to the extent they exceed the amount required to repay
the housing loan, as bare trustee for Westpac without any other duties or
obligations, in relation to that other financial indebtedness. The mortgage
will secure the housing loan equitably assigned to that trust in priority to
that other financial indebtedness.
If a housing loan is secured on the closing date for the related trust by
mortgages over more than one property, the seller will assign each mortgage
that secures the housing loan to that trust. The housing loan sold to that
trust will then have the benefit of security from each property ahead of any
financial indebtedness owed to Westpac which is secured by those assigned
mortgages.
Representations, Warranties and Eligibility Criteria
Westpac, in its capacity as a seller, will make representations and
warranties to the issuer trustee with respect to the housing loans equitably
assigned by it to the issuer trustee. If specified in the prospectus
supplement, the seller trustee will make limited representations and warranties
with respect to the housing loans equitably assigned by it to the issuer
trustee. Westpac will also have made representations and warranties with
respect to the housing loans equitably assigned by the seller trustee to the
issuer trustee at the time those housing loans were first sold by Westpac to
the seller trustee, and the benefit of those prior representations and
warranties will be assigned to the issuer trustee. The servicer will also make
representations and warranties to the issuer trustee with respect to the
servicing of the housing loans sold by the seller trustee to the issuer trustee
for the period from the transfer of the housing loans from Westpac to the
seller trustee until the transfer of the housing loans to the issuer trustee.
The prospectus supplement may specify different or additional
representations and warranties that any of Westpac, the seller trustee or the
servicer will be required to make. The issuer trustee has not investigated or
made any inquiries regarding the accuracy of these representations and
warranties and has no obligation to do so. The issuer trustee is entitled to
rely entirely upon the representations and warranties as being correct, unless
an officer involved in the administration of the trust has actual notice to the
contrary.
Westpac Representations
Unless otherwise specified in the prospectus supplement, Westpac, in its
capacity as a seller, will represent and warrant to the issuer trustee among
other things that:
. as of the date the sale notice is delivered to the issuer trustee and
as of the closing date for the applicable trust, if different:
. it is the sole legal and beneficial owner of each housing loan,
free and clear of any security interest, except for any security
interest arising solely as a result of action by the issuer
trustee;
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. at the time each housing loan, mortgage, mortgage document and
primary mortgage insurance policy, if any, was entered into, it
complied in all material respects with applicable laws, including,
if applicable, the Consumer Credit Code;
. as of the cut-off date specified in the prospectus supplement, each
housing loan to be sold by Westpac to the issuer trustee satisfies
the following Eligibility Criteria:
. the borrower is a resident of Australia and does not owe more than
A$750,000 under the housing loan;
. it is denominated and payable only in Australian dollars in
Australia;
. it was approved and originated in the ordinary course of Westpac's
business;
. it is one of the housing loan products described in "Westpac
Residential Loan Program--Product Types" or in the prospectus
supplement;
. it is secured by a mortgage over a property which has erected on
it a residential dwelling;
. it is secured by a mortgage which constitutes a registered first
ranking mortgage over residential property situated in Australia,
or where a mortgage is not, or will not be when registered, a
registered first ranking mortgage, Westpac has made an offer to
the issuer trustee to equitably assign all prior ranking
registered mortgages to the issuer trustee;
. it has a loan-to-value ratio less than or equal to 95%, calculated
by dividing the original principal balance of the housing loan by
the original aggregate value of the mortgaged property;
. the borrower is required to repay the housing loan within 30 years
of the cut-off date;
. it is not a loan with an interest only payment type with a bullet
principal repayment at the end of the interest only period;
. no payment from the borrower is delinquent more than 30
consecutive days;
. together with the related mortgage, it has been or will be
stamped, or has been taken by the relevant stamp duties authority
to be stamped, with all applicable duty;
. it is not governed or regulated by the Credit Act 1984 (New South
Wales) or the corresponding legislation for any other Australian
jurisdiction or any rural, primary production, moratorium or
mediation legislation, except for the Consumer Credit Code; and
. the sale of an equitable interest in either the housing loan or
any related mortgage does not contravene or conflict with any law.
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Seller Trustee Representations
Unless otherwise specified in the prospectus supplement, the seller
trustee, if any, will represent and warrant with respect to the housing loans
being sold by the seller trustee to the issuer trustee, to the issuer trustee
as of the date the sale notice is delivered to the issuer trustee and the
closing date for the applicable trust, if different, that, among other things:
. it has good title to the housing loans free and clear of any security
interest except for the security interest given by the seller trustee
under the security trust deed in favor of the security trustee; and
. the sale, transfer and assignment of the seller trustee's interest in
the housing loans will not constitute a breach of any documents
binding on the seller trustee.
Servicer Representations
Unless otherwise specified in the prospectus supplement, the servicer of
any housing loans will represent and warrant for the benefit of the issuer
trustee in relation to the housing loans being equitably assigned to the issuer
trustee by the seller trustee that, among other things:
. as of the cut-off date specified in the prospectus supplement, each
housing loan meets the Eligibility Criteria; and
. each housing loan has been serviced by the servicer in accordance
with the servicing agreement, as amended, from the date the housing
loan was sold by Westpac to the seller trustee until the closing date
for the related trust, where that servicing includes, among other
things, ensuring compliance with the Consumer Credit Code in
connection with servicing the housing loans where failure to do so
would have an Adverse Effect.
Breach of Representations and Warranties
If Westpac, the trust manager or the issuer trustee becomes aware during
the 120 day period after the closing date specified in the prospectus
supplement that a representation or warranty from Westpac relating to any
housing loan or mortgage is incorrect, it must notify the other parties and the
rating agencies within 5 business days of becoming aware. If Westpac gives or
receives this notice no later than 5 business days prior to the 120th day after
the closing date for the related trust and if the breach is not waived or
remedied to the satisfaction of the issuer trustee within that period of 5
business days or any longer period that the issuer trustee permits, then
without any action being required by either party, Westpac shall be taken to
have offered to repurchase the affected housing loan and mortgage for an amount
equal to its Unpaid Balance at the date of repurchase, and the issuer trustee
shall be taken to have accepted that offer.
Upon receipt of that repurchase amount, the issuer trustee shall cease to
have any interest in the affected housing loan and mortgage. In the case of a
housing loan and mortgage repurchased by Westpac as described above, Westpac
shall again hold all title to
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the housing loan and mortgage and be entitled to the Unpaid Balance from and
including the date of repurchase.
If notice of a breach of a representation or warranty is not given by
Westpac within 5 business days before 120 days after the closing date for the
related trust, or if a breach is not waived or remedied to the satisfaction of
the issuer trustee within the requisite period, then the issuer trustee will
only have a claim for damages which will be limited to an amount equal to the
Unpaid Balance of that housing loan at the time Westpac pays the damages.
The prospectus supplement may specify additional provisions regarding
breaches of representations and warranties and different notice provisions,
cure periods and remedies.
Westpac Residential Loan Program
Origination Process
The housing loans to be included in the assets of the trusts are
originated or purchased by Westpac in the ordinary course of its business.
Westpac sources its housing loans through its branch network, mobile finance
managers, accredited brokers, national telemarketing centers and through the
internet. Advertising and direct mail campaigns also generate inquiries that
develop into originations.
The origination process for the housing loans is initially carried out
within the appropriate Westpac branch, broker office, telemarketing center or
The Mortgage Centre. The origination process for all housing loans is completed
within The Mortgage Centre.
Underwriting Process
The following is a description of the underwriting processes employed by
Westpac in evaluating whether to fund a particular housing loan application.
All housing loan applications, including the applications relating to the
housing loans to be included in the trusts, must satisfy Westpac's residential
housing loan credit policy and procedures described in this section. Each
housing loan application is considered on its merits.
Westpac, like other lenders in the Australian residential housing loan
market, does not divide its borrowers into groups of differing quality for the
purpose of setting standard interest rates for its residential housing loans.
Westpac assesses the credit of each loan applicant initially through its
centrally controlled credit decisioning system. This system is based on
proprietary information such as Westpac's historical credit underwriting
standards and credit underwriting rules. Credit checks are also done through
Credit Reference Limited, an independent credit reporting agency.
Housing loan applications are either approved, declined or referred to a
credit specialist. Housing loan applications are generally referred to a credit
specialist for assessment if they are complex or for reassessment if the system
declined the application because it failed the initial underwriting standards.
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Applications referred to a credit specialist are assessed according to
Westpac's credit policy and the specialist's credit approval limits. Staff with
credit approval limits include:
. credit officers at The Mortgage Centre,
. accredited sales managers, or
. officers at State-based credit centers.
The value of the proposed security property and confirmation of the
ability of the applicant to make payments on the housing loan are central to
the approval process. Westpac verifies the accuracy and correctness of the
information provided by the applicant, particularly documentation provided by
the applicant and their employment and income information. Westpac verifies
income of self-employed applicants generally by checking annual accounts and/or
other financial information. It also conducts credit checks and inquiries
through Credit Reference Limited.
Westpac typically requires that all loan applicants satisfy a minimum
disposable income level after deducting all commitments, including allowances
for living expenses and the proposed housing loan, with an allowance for
interest rate increases.
An appraisal of the proposed security property is obtained according to
Westpac's valuation policy. This policy has been tailored to target areas of
higher risk either associated with a particular geographical area or a
combination of factors relating to the nature of the application. The appraised
value may be determined by a sales contract, a rates notice, an appraisal by a
registered panel valuer, who is a member of the Australian Property Institute,
or an appraisal by a Westpac manager. When a housing loan is secured by more
than one property, the combined value of the properties is considered.
All housing loans originated by brokers must comply with Westpac's credit
policy. If a valuation is not specifically required, the contract of sale is
reviewed according to Westpac's credit policy.
After a loan application has been pre-approved, Westpac provides each
loan applicant with a general terms and conditions booklet. Once Westpac has
verified details relating to the housing loan and received the accepted loan
offer, the housing loan proceeds through to settlement and disbursement. The
security documents are stamped and registered after all documentation is
completed to Westpac's satisfaction and disbursement and settlement has
occurred. It is a condition of settlement that the mortgagor establish and
maintain full replacement property insurance on the related property. Westpac
maintains a blanket insurance policy for securitized housing loans with Westpac
General Insurance Limited (ACN 003 719 319), a wholly owned indirect subsidiary
of Westpac, for housing loans sold into any trust. This policy covers Westpac's
loss from a mortgage default caused by physical loss, destruction or damage to
a mortgaged property which is not otherwise covered by adequate property
insurance.
Westpac's credit policies are subject to constant review. Credit policies
may change from time to time due to business conditions and legal or regulatory
changes.
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Product Types
Westpac currently offers a wide variety of housing loan product types
with various features and options that are further described in this section.
Market competition and economics may require that Westpac offer new product
types or add features to a housing loan which are not described in this
section. However, unless otherwise specified in the prospectus supplement,
before doing so, Westpac must satisfy the trust manager that the additional
features would not affect any mortgage insurance policy covering the housing
loans and would not cause a downgrade or withdrawal of the rating of any series
of notes if those housing loans remain in the trusts.
Owner Occupied Home Loans
First Option Home Loan
This is a low variable interest rate owner-occupied home loan. This
product was developed to compete with products offered by non-bank originators.
Additional loan options described in this section may be combined with this
product at the borrower's request for a fee. The maximum term for this product
is 30 years.
Premium Option Home Loan
Like the First Option Home Loan, this is a variable interest rate owner-
occupied home loan. This product, however, has a higher interest rate than the
current First Option Home Loan rate and as a result, borrowers may combine
various loan options offered by Westpac with these loans at no or reduced
additional cost. The maximum term for this product is 30 years.
Premium Option Home Loan with 1 Year Guaranteed Rate
This product offers borrowers an introductory discounted fixed rate for a
year, after which the Premium Option Home Loan variable rate applies. Apart
from the introductory discounted fixed rate, the loan has the same options as
the Premium Option Home Loan, although some of the product options listed in
this section are not available during the fixed rate period. Additional
conditions apply to these loans such as a special offer administration charge
payable if, for example, the borrower switches to another type of loan or
repays portions of the loan within a specified time period.
Fixed Options Home Loan
This is a fixed rate owner-occupied home loan which bears a fixed rate of
interest for up to 10 years. The maximum term for this product is 30 years.
These loans may provide that borrowers pay interest only for up to 5 years.
After the interest only period the borrower must make payments of principal and
interest. The loan converts to the Premium Option Home Loan variable rate upon
the maturity of the fixed rate period unless the borrower requests an
additional fixed rate period. Some product features, such as redraw, are not
available during the fixed rate period.
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Investment Property Loans
First Option Investment Property Loan
This is a low variable interest rate loan offered to borrowers who will
use the loan proceeds to purchase or refinance residential property for
investment purposes. Additional loan options described in this section may be
combined with this product at the request of the borrower for a fee. The
maximum term for this product is 30 years.
Variable Rate Investment Property Loan
This is a variable interest rate loan offered to borrowers who will use
the loan proceeds to purchase or refinance residential property for investment
purposes. This product bears a higher rate of interest than the current First
Option Investment Property Loan rate. Additional loan options described in this
section may be combined with this product at the request of the borrower at no
fee or a reduced fee. The maximum term for this product is 30 years.
Investment Loans with 1 Year Guaranteed Rate
This product offers borrowers an introductory discounted fixed rate for 1
year, after which the interest rate converts to the Variable Rate Investment
Property Loan rate. Some product options are not available during the fixed
rate period. Additional conditions apply to this loan, such as a special offer
administration charge. The maximum term for this product is 30 years.
Fixed Rate Investment Property Loan
This is a fixed rate loan offered to borrowers who will use the loan
proceeds to purchase or refinance residential property for investment purposes.
The maximum term for this product is 30 years. These loans may provide that
borrowers pay interest only for up to 5 years. After the interest only period
the borrower must make payments of principal and interest. This product may
also provide for payment of interest only in advance for up to 13 months. These
loans may have fixed interest rate terms for up to 10 years. After this term
expires, the loan will convert to the Investment Property Loan variable rate
unless the borrower requests another fixed rate term.
Housing Loan Features and Options
Each housing loan originated by Westpac may have some or all of the
features or options described in this section. In addition, during the term of
any housing loan, Westpac may from time to time, or at the request of the
borrower, change any of the features and options of the housing loans.
Depending on the product type and the nature of the feature or option selected,
various fees may apply.
Redraw
Each of the variable rate housing loans allows the borrower to redraw
principal repayments made in excess of scheduled principal repayments during
the period in which the housing loan is charged a variable rate of interest.
Borrowers may request a redraw at any
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time. Some loan documents require Westpac to provide the redraw if the borrower
is entitled to a redraw because of prepayments and if the loan is not
delinquent. A redraw will not result in the related housing loan being removed
from a trust.
Top Up
The loan documentation and/or the mortgage for a loan may allow a
borrower to request additional funds from Westpac through increasing their
credit limit. This causes the principal balance to exceed the current amortized
scheduled balance. This is called a top up. Westpac will only provide a top up
if its underwriting and credit criteria are satisfied. If Westpac provides a
top up, the housing loan will be removed from the trust.
Account Management Facility
A borrower may elect to have his/her salary paid in full or in part into
their loan account. If this amount exceeds the amortized scheduled balance at
that time, surplus funds are created which may be redrawn. This feature will
allow a customer up to fifteen free automatic disbursements in each payment
cycle against these surplus funds to other accounts. These disbursements are
treated as redraws.
Repayment Holiday
The documentation for a housing loan may allow the borrower a repayment
holiday where the borrower has prepaid principal, creating a difference between
the outstanding principal balance of the loan and the scheduled amortized
principal balance of the housing loan. The borrower is not required to make any
payments, including payments of interest, until the outstanding principal
balance of the housing loan plus unpaid interest equals the scheduled amortized
principal balance. The failure by the borrower to make payments during a
payment holiday will not lead the related housing loan to be considered
delinquent if the borrower has notified Westpac and complied with the
provisions of its housing loan. A repayment holiday will not result in the
related housing loan being removed from a trust.
Early Repayment
A borrower will not incur break fees if an early repayment or partial
prepayment of principal occurs under a standard variable rate housing loan
contract.
However, a borrower may incur break fees if an early repayment or partial
prepayment of principal occurs on a fixed rate housing loan or guaranteed rate
loan. If a loan is not regulated by the Consumer Credit Code, the borrower may
be required to pay an early termination fee.
Substitution of Security
A borrower may apply to the servicer to:
. substitute a different mortgaged property in place of the existing
security property securing a housing loan;
. add a further mortgage as security for a loan; or
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. release a mortgaged property from a mortgage.
If Westpac's credit criteria are satisfied and another property is
substituted for the existing security for the housing loan, the mortgage which
secures the existing housing loan may be discharged without the borrower being
required to repay the housing loan and the new mortgage will secure the
existing housing loan.
If all of the following conditions occur, the housing loan will remain in
the housing loan pool, secured by the new mortgage:
. the substitute property subject to a mortgage satisfies the
Eligibility Criteria;
. the mortgage over the substitute property is granted by the borrower
simultaneously with the discharge of the original mortgage; and
. the substitute property is acceptable to any mortgage insurer.
If any of the following conditions occur, the Unpaid Balance will be
repaid by the seller and the housing loan will cease to be an asset of the
applicable trust:
. the new property does not satisfy the Eligibility Criteria;
. the new property is not acceptable to the mortgage insurer, if any;
or
. settlement does not occur simultaneously with discharge.
Interest Rate Switching
Fixed rate loans will automatically convert to variable rate at the end
of the fixed rate period as specified in the related loan documentation, unless
the borrower elects another fixed rate period. Some loans have an introductory
fixed rate of interest which converts to a variable rate of interest at the end
of that period. Some loans allow borrowers to convert from a variable rate to a
fixed rate or vice versa.
Switching to an Investment or Owner-Occupied Housing Loan
A borrower may elect to switch the use of the mortgaged property from
owner-occupied property to investment or vice versa. Westpac requires
notification from the borrower of a switch from an owner-occupied to investment
housing loan and reserves the right to change the interest rate or the fees
charged with respect to the housing loan. The loan will remain an asset of the
applicable trust after the switch.
Combination Housing Loan
A borrower may elect to split a loan into separate funding portions which
may, among other things, be subject to different interest rates. Each part of
the housing loan is effectively a separate loan even though all the separate
loans are secured by the same mortgage.
If a housing loan is split, each separate loan will remain in the
applicable trust as long as each individual loan matures before the final
maturity date of the notes. If any loan
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matures after the final maturity date of the notes, that loan will be removed
from the applicable trust and the Unpaid Balance of the loan will be repaid by
Westpac. The other segments of the "split" loan which mature before the final
maturity date of the notes will remain in the applicable trust.
Payment Type
The loan payment types on the cut-off date for the trust will be either
interest only or principal, interest and fees. A borrower may elect to switch
from paying principal, interest and fees to interest only provided certain
criteria are satisfied. The interest only periods can only be for terms of 1 to
5 years except that, with credit specialist approval, the interest only period
can be extended past 5 years. At the end of any interest only period, the
payment type under the related loan will convert to a principal, interest and
fees payment type. The scheduled payments will be adjusted at this time to
ensure that the loan will be repaid within its original term.
Parental Leave
Each of the variable rate loans allow a borrower who is on maternity or
paternity leave and who meets the eligibility criteria to request a reduction
in repayment of the related home loan by up to 50% for a maximum of six months.
If the reduced payments are not sufficient to cover the interest due on the
loan, the unpaid interest rate will be capitalized on the loan balance which
may cause the loan to negatively amortize. The scheduled payments are adjusted
at the end of the parental leave period to ensure that the loan will be repaid
within its original contracted maturity.
Capitalized Fees
A borrower may request that Westpac provide product features under its
housing loan contract without requiring the borrower to pay the usual up-front
fee relating to that product. In those cases, Westpac may capitalize the fee,
which will thus constitute part of the principal to be amortized over the life
of the housing loan.
Description of the Notes
The following summary, together with the description of the notes in the
prospectus supplement, describes the material terms of the notes. The summary
does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the terms and conditions of the notes and the
provisions of the transaction documents.
General
The issuer trustee will issue each series of notes on the applicable
closing date pursuant to a direction from the trust manager to the issuer
trustee to issue the notes and the terms of the transaction documents. Unless
otherwise specified in the prospectus supplement, the laws of New South Wales
will govern the notes. A series may include two or more classes of notes which
differ as to the timing, sequential order, priority of payment, interest
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rate or amount of distributions of principal or interest or both. The rights
and features of each class of notes will be described in the prospectus
supplement.
Distributions
Distributions on the notes of each series will be made on each payment
date as specified in the prospectus supplement. Payment dates may be monthly,
quarterly, semi-annually or at another interval, as specified in the prospectus
supplement. The timing and priority of payment, interest rate and amount of or
method of determining payments of interest and principal on each class of notes
of a given series will be described in the prospectus supplement. The rights of
holders of any class of notes to receive payments of principal and interest may
be senior, subordinate or equal to the rights of holders of any other class or
classes of notes of such series, as described in the prospectus supplement.
The issuer trustee will make distributions to the persons in whose names
the notes are registered at the close of business on the Record Date. The
issuer trustee will distribute funds by check or money order mailed to the
person entitled to receive them at the address appearing in the note register.
The prospectus supplement may also specify that in the case of notes that are
of a specified minimum denomination, upon written request by the noteholder,
the issuer trustee will remit funds by wire transfer or by other means agreed
upon. The issuer trustee will make the final distribution in retirement of the
notes, whether a definitive note or a book-entry note, only upon presentation
and surrender of the notes at the office or agency of the issuer trustee
specified in the final distribution notice to noteholders. The issuer trustee
will make all distributions on book-entry notes held by DTC to DTC, which will
credit the accounts of its direct participants. If you hold an interest in a
book-entry note, you will have to rely on your financial intermediary to
forward you payments. The issuer trustee may, if specified in the prospectus
supplement, appoint a paying agent for purposes of remitting distributions.
Distributions of Interest
Each class of notes of a series, other than any classes of principal-only
notes, will accrue interest from the date and at the interest rate described in
the prospectus supplement. Each class of notes of a series may have a different
interest rate, which in each case may be fixed, variable or adjustable, or any
combination of the foregoing. The prospectus supplement will specify the
interest rate or, in the case of a variable rate, the method for determining
the interest rate, for each class of notes.
Distributions of Principal
Each class of notes of each series, other than any classes of interest-
only notes, will have an Invested Amount which, at any time, will equal the
then maximum amount that the noteholders of that class will be entitled to
receive in respect of principal out of the housing loans and other assets of
the related trust. The initial Invested Amount of each class of a series of
notes will be specified in the prospectus supplement. The Invested Amount of a
class of notes will be reduced by distributions of principal on the notes from
time to time. Each class of notes of each series, other than any classes of
interest-only notes, will have a
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Stated Amount which, at any time, will generally equal the Invested Amount of
the class less any Principal Charge-offs incurred in respect of the housing
loans in the related trust allocated to that class of notes as described in the
prospectus supplement. As described in the prospectus supplement, distributions
of principal will be made, and losses on the housing loans will be allocated,
on each payment date to the holders of the class or classes of notes of that
series until the Stated Amount of those notes have been reduced to zero.
Distributions of principal with respect to one or more classes of notes may be
made at a rate that is faster, and, in some cases substantially faster, than
the rate at which payments or other collections of principal are received on
the housing loans in the related trust. Distributions of principal with respect
to one or more classes of notes may not commence until the occurrence of
certain events, including the retirement of one or more other classes of notes
of the same series, or may be made at a rate that is slower, and, in some cases
substantially slower, than the rate at which payments or other collections of
principal are received on the housing loans in the related trust. Distributions
of principal with respect to one or more classes of notes may be made, subject
to available funds, based on a specified principal payment schedule.
Distributions of principal with respect to one or more classes of notes may be
contingent on the specified principal payment schedule of another class of the
same series and the rate at which payments or other collections of principal on
the housing loans in the related trust are received.
In addition, the prospectus supplement will specify whether all or a
portion of principal collected on the housing loans may be retained by the
issuer trustee or the servicer and held in temporary investments for a
specified period prior to being used to distribute payments of principal to
noteholders, purchase additional assets for the trust or fund redraws. Unless
otherwise specified in the prospectus supplement, distributions of principal of
any class of notes will be made on a pro rata basis among all of the notes of
that class.
Form of the Notes
Each class of notes of a series will be issued in minimum denominations
specified in the prospectus supplement. As provided in the prospectus
supplement, one or more classes of notes of any series may be issued in fully
registered, definitive form or may be offered in book-entry format through the
facilities of The Depository Trust Company, known as DTC.
For the classes of notes specified in the prospectus supplement as
definitive notes, noteholders may transfer and exchange their notes on a note
register to be maintained by the note trustee or the paying agent, if one is
appointed, as specified in the prospectus supplement. Unless otherwise stated
in the prospectus supplement, the note trustee or paying agent, as applicable,
will not charge a fee for any registration of transfer or exchange of notes,
but may require payment of an amount sufficient to cover any tax or other
governmental charge. Before a note is properly presented for transfer, the note
trustee or paying agent and any of their agents may treat the person in whose
name a note is registered as the owner of the note for the purpose of receiving
distributions of principal and interest and for all other purposes under the
transaction documents. The note registrar will not be required to register the
transfer or exchange of definitive notes within the period from the Record Date
to the next payment date for the definitive notes.
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For the classes of notes specified in the applicable prospectus
supplement as book entry notes, investors will not have the right to receive
physical certificates evidencing their ownership except under limited
circumstances. Instead, the note trustee will issue the notes in the form of
global certificates, which will be held by DTC or its nominee or a similar
institution. Financial institutions that are direct or indirect participants in
DTC will record beneficial ownership of a certificate by individual investors
in the authorized denominations.
Book-Entry Registration
If book-entry notes are issued, all references to actions by the
noteholders will refer to actions taken by DTC upon instructions from its
participating organizations and all references in this prospectus to
distributions, notices, reports and statements to noteholders will refer to
distributions, notices, reports and statements to DTC or its nominee, as the
registered noteholder, for distribution to owners of the notes in accordance
with DTC's procedures.
Noteholders may hold their interests in the notes through DTC, in the
United States, Clearstream Banking, societe anonyme or the Euroclear System, in
Europe, if they are participants in those systems, or indirectly through
organizations that are participants in those systems. If specified in the
prospectus supplement, a noteholder may also hold its interest in the notes
through Austraclear Limited in Australia, if it is a member of Austraclear, or
otherwise through an organization that is a member of Austraclear, as a nominee
for that noteholder. References to Austraclear in this section will only apply
if the prospectus supplement specifies that noteholders may hold their
interests through Austraclear. Cede & Co., as nominee for DTC, will hold the
notes. Clearstream-Luxembourg and Euroclear will hold omnibus positions on
behalf of their respective participants, through customers' securities accounts
in Clearstream-Luxembourg's and Euroclear's names on the books of their
respective depositaries. The depositaries in turn will hold the positions in
customers' securities accounts in the depositaries' name on the books of DTC.
Citibank, N.A. will act as depositary for Clearstream-Luxembourg, and Morgan
Guaranty Trust Company of New York will act as depositary for Euroclear.
Austraclear will hold, on behalf of its members, an omnibus position in
relation to any notes which DTC holds on its behalf. Members of Austraclear can
trade their interests in their notes through a sub-register maintained by
Austraclear.
DTC has advised the trust manager that it is:
. a limited-purpose trust company organized under the New York Banking
Law;
. a "banking organization" within the meaning of the New York Banking
Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
. a "clearing agency" registered under the provisions of Section 17A of
the Exchange Act.
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DTC holds securities for its participants and facilitates the clearance
and settlement among its participants of securities transactions, including
transfers and pledges, in deposited securities through electronic book-entry
changes in its participants' accounts. This eliminates the need for physical
movement of securities. DTC participants include securities brokers and
dealers, banks, trust companies, clearing corporations and other organizations.
Indirect access to the DTC system is also available to others including
securities brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
Transfers between participants on the DTC system will occur in accordance
with DTC rules. Transfers between participants on the Clearstream-Luxembourg
system and participants on the Euroclear system and participants in the
Austraclear system will occur in accordance with the relevant rules and
operating procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream-
Luxembourg participants or Euroclear participants, on the other, will be
effected by DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by that system's depositary. However, these
cross-market transactions will require delivery of instructions to the relevant
European, international clearing system by the counter party in that system in
accordance with its rules and procedures and within its established deadlines,
European, time. The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
DTC. Clearstream-Luxembourg participants and Euroclear participants may not
deliver instructions directly to their system's depositary. Because Austraclear
does not have a direct link with DTC, cross-market transfers with persons
holding through Austraclear will have to be effected indirectly through the
Euroclear or Clearstream-Luxembourg, as applicable, as described below.
Because of time-zone differences, credits of securities in Clearstream-
Luxembourg or Euroclear or Austraclear as a result of a transaction with a DTC
participant will be made during the subsequent securities settlement
processing, dated the business day following the DTC settlement date. The
credits for any transactions in these securities settled during this processing
will be reported to the relevant Clearstream-Luxembourg participant or
Euroclear participant or Austraclear participant on that business day. Cash
received in Clearstream-Luxembourg or Euroclear or Austraclear as a result of
sales of securities by or through a Clearstream-Luxembourg participant or a
Euroclear participant or Austraclear participant to a DTC participant will be
received and available on the DTC settlement date. However, it will not be
available in the relevant Clearstream-Luxembourg or Euroclear or Austraclear
cash account until the business day following settlement in DTC.
Purchases of notes held through the DTC system must be made by or through
DTC participants, which will receive a credit for the notes on DTC's records.
The ownership interest of each actual noteholder is in turn to be recorded on
the DTC participants' and
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indirect participants' records. Noteholders will not receive written
confirmation from DTC of their purchase. However, noteholders are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the DTC participant or indirect
participant through which the noteholder entered into the transaction.
Transfers of ownership interests in the notes are to be accomplished by entries
made on the books of DTC participants acting on behalf of the noteholders.
Noteholders will not receive notes representing their ownership interest in
notes unless definitive instruments are issued in the circumstances set out
below. Transfers of ownership to persons or entities that do not participate in
the book-entry system may be limited due to the lack of physical certificates.
In addition, issuance of the notes in book-entry form may reduce the liquidity
of the notes in the secondary market because some potential investors may be
unwilling to purchase notes for which they cannot obtain physical certificates.
To facilitate subsequent transfers, all securities deposited by DTC
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of securities with DTC and their registration in the name of Cede &
Co. effects no change in beneficial ownership. DTC has no knowledge of the
actual noteholders of the notes; DTC's records reflect only the identity of the
DTC participants to whose accounts the notes are credited, which may or may not
be the actual beneficial owners of the notes. The DTC participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to DTC
participants, by DTC participants to indirect participants, and by DTC
participants and indirect participants to noteholders will be governed by
arrangements among them and by any statutory or regulatory requirements as may
be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote on behalf of the notes.
Under its usual procedures, DTC mails an omnibus proxy to the issuer trustee as
soon as possible after the Record Date, which assigns Cede & Co.'s consenting
or voting rights to those DTC participants to whose accounts the notes are
credited on the Record Date, identified in a listing attached to the proxy.
Principal and interest payments on the notes will be made to DTC. DTC's
practice is to credit its participants' accounts on the applicable distribution
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on that distribution
date. Standing instructions, customary practices, and any statutory or
regulatory requirements as may be in effect from time to time will govern
payments by DTC participants to noteholders. These payments will be the
responsibility of the DTC participant and not of DTC, the issuer trustee, the
note trustee or the principal paying agent. Payment of principal and interest
to DTC is the responsibility of the trustee, disbursement of the payments to
DTC participants is the responsibility of DTC, and disbursement of the payments
to noteholders is the responsibility of DTC participants and indirect
participants.
Reports on each trust will be provided to Cede & Co., as nominee of DTC,
and may be made available by Cede & Co. to the note owners upon request, in
accordance with the rules, regulations and procedures creating and affecting
DTC and its participants.
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DTC will take any action permitted to be taken by the holders of the
book-entry notes at the direction of one or more financial intermediaries to
whose DTC accounts the book-entry notes are credited. Clearstream-Luxembourg
and Euroclear and Austraclear will follow their rules and procedures in taking
any action permitted to be taken by the holders of the book-entry notes on
behalf of its participants. The ability of Clearstream-Luxembourg and Euroclear
and Austraclear to take action on behalf of holders of the book-entry notes
will also depend upon the ability of their depositaries or Austraclear itself,
as the case may be, to effect the actions on their behalf through DTC. DTC may
take actions, at the direction of its participants that may conflict with
actions taken by or on behalf of other noteholders.
DTC may discontinue providing its services as securities depository for
the notes at any time by giving reasonable notice to the principal paying
agent. Under these circumstances, if a successor securities depository is not
obtained, definitive notes are required to be printed and delivered.
According to DTC, the foregoing information about DTC has been provided
for informational purposes only and is not intended to serve as a
representation, warranty, or contract modification of any kind.
Clearstream-Luxembourg is incorporated under the laws of Luxembourg as a
professional depository. Clearstream-Luxembourg holds securities for its
participating organizations and facilitates the clearance and settlement of
securities transactions between Clearstream-Luxembourg participants through
electronic book-entry changes in accounts of Clearstream-Luxembourg
participants, thereby eliminating the need for physical movement of notes.
Transactions may be settled in Clearstream-Luxembourg in any of 32 currencies,
including U.S. dollars.
Clearstream-Luxembourg participants are financial institutions around the
world, including underwriters, securities brokers and dealers, banks, trust
companies, and clearing corporations. Indirect access to Clearstream-Luxembourg
is also available to others, including banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Clearstream-Luxembourg participant, either directly or indirectly.
The Euroclear System was created in 1968 to hold securities for its
participants and to clear and settle transactions between Euroclear
participants through simultaneous electronic book- entry delivery against
payment. This eliminates the need for physical movement of notes. Transactions
may be settled in any of 32 currencies, including U.S. dollars.
The Euroclear System is operated by Morgan Guaranty Trust Company of New
York, Brussels, Belgium office, the Euroclear operator, under contract with
Euroclear Clearance System, Societe Cooperative, a Belgium cooperative
corporation, the Euroclear cooperative. All operations are conducted by the
Euroclear operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear operator, not the
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Euroclear cooperative. The board of the Euroclear cooperative establishes
policy for the Euroclear System.
Euroclear participants include banks, including central banks, securities
brokers and dealers and other professional financial intermediaries. Indirect
access to the Euroclear System is also available to other firms that maintain a
custodial relationship with a Euroclear participant, either directly or
indirectly.
Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System. These terms and
conditions govern transfers of securities and cash within the Euroclear System,
withdrawal of securities and cash from the Euroclear System, and receipts of
payments for securities in the Euroclear System. All securities in the
Euroclear System are held on a fungible basis without attribution of specific
notes to specific securities clearance accounts. The Euroclear operator acts
under these terms and conditions only on behalf of Euroclear participants and
has no record of or relationship with persons holding through Euroclear
participants.
Austraclear began operations in 1984. It is an unlisted public company
owned by financial institutions and other market participants. Austraclear
operates the national central securities depositary to the Australian money
market and registry for semi-government and private sector debt securities
lodged with Austraclear. Through its proprietary Financial Transactions
Recording and Clearance System software, Austraclear electronically clears and
settles most debt securities in the Australian money market and capital market,
excluding those issued by the Commonwealth Government.
The rights and obligations of Austraclear and participants under the
Austraclear System are created by contract, as evidenced through the
Austraclear System Regulations and Operating Manual, User Guides and
instructions and directions contained within the Austraclear System.
Under the Austraclear System, a wide range of eligible debt instruments
may be "lodged" with Austraclear and either immobilized in its value which are
located in Austraclear's branch offices in Sydney and Melbourne, if they are in
physical form, or recorded on an electronic register. Through the Austraclear
System, ownership of these "physical" or "discount" debt instruments and "non-
physical" or "fixed interest" debt instruments is transferred electronically
via book-entry changes without the need for physical delivery. Real-time
settlement of cash transactions is facilitated by a real-time gross settlement
system, operated by the Reserve Bank of Australia and developed by Austraclear.
The Austraclear System relies upon both parties to a transaction entering
details into computer terminals that the Austraclear System then matches before
effecting settlement. As well as facilitating securities settlements
Austraclear also provides members with the ability to make high-value funds
transfers independent of the need for a corresponding securities transfer.
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As transactions currently processed through the Austraclear System are
made on a real time gross settlement basis, all high-value and time critical
inter-bank payments, including the cash settlement of transactions in debt
securities, will be settled individually on a real time gross basis through
institutions' exchange settlement accounts. A payment will be settled only if
the paying institution has an adequate balance in the exchange settlement
account it maintains with the Reserve Bank of Australia. Once that payment is
made, it is irrevocable in the sense that it is protected from recall by the
remitter or dishonour by the paying institution. This allows for true delivery
versus payment to take place; that is, securities and cash transfers occur
simultaneously, counterparties to the transactions will own either securities
or cash and finality is immediate.
Austraclear has recently become a participant in the Euroclear System and
Clearstream-Luxembourg, and consequential changes to Austraclear's Rules have
been made. The amendments will provide for members of the Austraclear System to
lodge, take our "uplift" and record transactions in respect of entitlements to
certain bonds, notes, certificates of deposit and commercial paper issued in
the Euromarkets, or Eurosecurities. Members of the Austraclear System will
acquire a "Euroentitlement" or equitable interest, in the rights which
Austraclear acquires to the relevant Eurosecurities. A Euroentitlement will be
lodged in Austraclear by the member arranging for the transfer of the
Eurosecurities to Austraclear's account with Euroclear or Clearstream-
Luxembourg, as applicable. It will not be possible for members to subscribe for
a Eurosecurity through Austraclear. Once a Euroentitlement is lodged with
Austraclear the member can deal with the Euroentitlement in much the same way
as other securities lodged with Austraclear.
Austraclear will establish a separate account in Australia through which
it will receive and disburse payments to members who hold Euroentitlements.
Payments received by Austraclear in respect of Eurosecurities relating to
Euroentitlements will be paid by Austraclear to the relevant member for value
on the same day that payment is made by the issuer of the related
Eurosecurities. Euroentitlements will be able to be uplifted from the
Austraclear System by Austraclear transferring the related Eurosecurity to the
account of another participant in Euroclear or Clearstream-Luxembourg, as
applicable.
At present the provisions do not provide for a two-way link. The
provisions will only apply to securities issued in the Euromarkets.
Accordingly, the new arrangements will not apply to Notes issued in the
Australian domestic markets.
Distributions on the notes held through Clearstream-Luxembourg or
Euroclear or Austraclear will be credited to the cash accounts of Clearstream-
Luxembourg participants or Euroclear participants or Austraclear participants
in accordance with the relevant system's rules and procedures, to the extent
received by its depositary. These distributions must be reported for tax
purposes in accordance with United States tax laws and regulations.
Clearstream-Luxembourg or the Euroclear operator or Austraclear, as the case
may be, will take any other action permitted to be taken by a noteholder on
behalf of a Clearstream-Luxembourg participant or Euroclear participant or
Austraclear participant only in accordance with its rules and procedures, and
depending on its depositary's ability to effect these actions on its behalf
through DTC.
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Although DTC, Clearstream-Luxembourg and Euroclear and Austraclear have
agreed to the foregoing procedures in order to facilitate transfers of notes
among participants of DTC, Clearstream-Luxembourg and Euroclear and
Austraclear, they are under no obligation to perform or continue to perform
these procedures and these procedures may be discontinued at any time.
None of the issuer trustee, the trust manager, the servicer nor the note
trustee will have any responsibility for any aspect of the records relating to
or payments made on account of ownership interests of the book-entry notes held
by Cede & Co., as nominee of DTC, or for maintaining, supervising or reviewing
any records relating to ownership interest.
Global Clearance, Settlement and Tax Documentation Procedures
In most circumstances, the notes offered by this prospectus will be
issued only as global notes which are registered and held by a depository. Note
owners of the global notes may hold their global notes through any of DTC,
Clearstream-Luxembourg or Euroclear or Austraclear. The global notes will be
tradeable as home market instruments in both the European and U.S. and
Australian domestic markets. Initial settlement and all secondary trades will
settle in same-day funds.
Secondary market trading between investors holding global notes through
Clearstream-Luxembourg and Euroclear will be conducted in the ordinary way
under their normal rules and operating procedures and under conventional
eurobond practice, which is seven calendar day settlement.
Secondary market trading between investors holding global notes through
DTC will be conducted according to the rules and procedures applicable to U.S.
corporate debt obligations.
Secondary cross-market trading between Clearstream-Luxembourg or
Euroclear or Austraclear and DTC participants holding global notes will be
effected on a delivery-against-payment basis through the respective
depositaries of Clearstream-Luxembourg and Euroclear, or Austraclear itself and
the DTC participants.
Initial Settlement
All global notes will be held in book-entry form by DTC in the name of
Cede & Co., as nominee of DTC. Note owners' interests in the global notes will
be represented through financial institutions acting on their behalf as direct
and indirect participants in DTC. As a result, Clearstream-Luxembourg and
Euroclear and Austraclear will hold positions on behalf of their participants
through their respective depositaries or Austraclear itself, as the case may
be, which in turn will hold their positions in accounts as DTC participants.
Note owners electing to hold their global notes through DTC will follow
the settlement practices applicable to U.S. corporate debt obligations. Note
owner securities custody accounts will be credited with their holdings against
payment in same-day funds on the settlement date.
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Note owners electing to hold their global notes through Clearstream-
Luxembourg or Euroclear or Austraclear accounts will follow the settlement
procedures applicable to conventional eurobonds, except that there will be no
temporary global security and no "lock-up" or restricted period. Global notes
will be credited to the securities custody accounts on the settlement date
against payment in same-day funds.
Secondary Market Trading
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
Trading between DTC Participants. Secondary market trading between DTC
participants will be settled using the procedures applicable to U.S. corporate
debt obligations in same-day funds.
Trading between Clearstream-Luxembourg and/or Euroclear Participants.
Secondary market trading between Clearstream-Luxembourg participants or
Euroclear participants or Austraclear participants will be settled using the
procedures applicable to conventional eurobonds in same-day funds.
Trading between DTC seller and Clearstream-Luxembourg or Euroclear
purchaser. When global notes are to be transferred from the account of a DTC
participant to the account of a Clearstream-Luxembourg participant or a
Euroclear participant or an Austraclear participant, the purchaser will send
instructions to Clearstream-Luxembourg or Euroclear through a Clearstream-
Luxembourg participant or Euroclear participant or an Austraclear participant
at least one business day before settlement. Clearstream-Luxembourg or
Euroclear or, Austraclear itself will instruct the respective depositary, as
the case may be, to receive the global notes against payment. Payment will
include interest accrued on the global notes from and including the last coupon
payment date to and excluding the settlement date. Payment will then be made by
the respective depositary to the DTC participant's account against delivery of
the global notes. After settlement has been completed, the global notes will be
credited to the respective clearing system and by the clearing system, under
its usual procedures, to the Clearstream-Luxembourg participant's or Euroclear
participant's or Austraclear participant's account. The global notes credit
will appear the next day accounting to European time or Australian time (as the
case may be), and the cash debit will be back-valued to, and interest on the
global notes will accrue from, the value date. The value date would be the day
before the day that settlement occurred in New York. If the trade fails and
settlement is not completed on the intended value date, the Clearstream-
Luxembourg or Euroclear or Austraclear cash debit will be valued instead on the
actual settlement date.
Clearstream-Luxembourg participants and Euroclear participants and
Austraclear participants will need to make available to the respective clearing
systems the funds necessary to process same-day funds settlement. The most
direct means of doing so is to pre-position funds for settlement, either from
cash on hand or existing lines of credit, as they
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would for any settlement occurring within Clearstream-Luxembourg or Euroclear.
Under this approach, they may take on credit exposure to Clearstream-Luxembourg
or Euroclear until the global notes are credited to their accounts one day
later.
As an alternative, if Clearstream-Luxembourg or Euroclear or Austraclear
has extended a line of credit to them, Clearstream-Luxembourg participants,
Euroclear participants, or Austraclear participants can elect not to pre-
position funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, Clearstream-Luxembourg participants or
Euroclear participants or Austraclear participants purchasing global notes
would incur overdraft charges for one day, assuming they cleared the overdraft
when the global notes were credited to their accounts. However, interest on the
global notes would accrue from the value date. Therefore, in many cases the
investment income on the global notes earned during that one-day period may
substantially reduce or offset the amount of the overdraft charges, although
this result will depend on each Clearstream-Luxembourg participant's or
Euroclear participant's or Austraclear participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending global notes to the
respective depositary for the benefit of Clearstream-Luxembourg participants or
Euroclear participants or Austraclear participants. The sale proceeds will be
available to the DTC seller on the settlement date. Thus, to the DTC
participant a cross-market transaction will settle no differently than a trade
between two DTC participants.
Trading between Clearstream-Luxembourg or Euroclear seller and DTC
purchaser. Due to time zone differences in their favor, Clearstream-Luxembourg
participants and Euroclear participants or Austraclear participants may employ
their customary procedures for transactions in which global notes are to be
transferred by the respective clearing system, through the respective
depositary, to a DTC participant. The seller will send instructions to
Clearstream-Luxembourg or Euroclear or Austraclear through a Clearstream-
Luxembourg participant or Euroclear participant or Austraclear participant at
least one business day before settlement. In these cases, Clearstream-
Luxembourg or Euroclear or Austraclear will instruct the respective depositary,
as appropriate, to deliver the bonds to the DTC participant's account against
payment. Payment will include interest accrued on the global notes from and
including the last coupon payment date to and excluding the settlement date.
The payment will then be reflected in the account of the Clearstream-Luxembourg
participant or Euroclear participant or Austraclear participant the following
day, and receipt of the cash proceeds in the Clearstream-Luxembourg
participant's or Euroclear participant's or Austraclear participant's account
would be back-valued to the value date. The value date would be the day before
the day that settlement occurred in New York. Should the Clearstream-Luxembourg
participant or Euroclear participant or Austraclear participant have a line of
credit with its respective clearing system and elect to be in debit in
anticipation of receipt of the sale proceeds in its account, the back-valuation
will extinguish any overdraft charges incurred over that one-day period. If the
trade fails and settlement is not completed on the intended value date, receipt
of the cash proceeds in the Clearstream-Luxembourg participant's or Euroclear
participant's or Austraclear participant's account would instead be
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valued on the actual settlement date. Finally, day traders that use
Clearstream-Luxembourg or Euroclear and that purchase global notes from DTC
participants for delivery to Clearstream-Luxembourg participants or Euroclear
participants or Austraclear participants should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:
. borrowing through Clearstream-Luxembourg or Euroclear or Austraclear
for one day, until the purchase side of the day trade is reflected in
their Clearstream-Luxembourg or Euroclear or Austraclear accounts,
under the clearing system's customary procedures;
. borrowing the global notes in the U.S. from a DTC participant no
later than one day prior to settlement, which would give the global
notes sufficient time to be reflected in their Clearstream-Luxembourg
or Euroclear or Austraclear account in order to settle the sale side
of the trade; or
. staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC participant is at
least one day before the value date for the sale to the Clearstream-
Luxembourg participant or Euroclear participant or Austraclear
participant.
Definitive Notes
We refer to notes issued in fully registered, certificated form as
definitive notes. The notes for any series will be issued as definitive notes,
rather than in book entry form to DTC or its nominees, only if specified in the
prospectus supplement or if one of the following events occurs:
. DTC or any replacement clearing agency, advises the note trustee or
paying agent, if any, in writing that DTC or such replacement
clearing agency is no longer willing or able to discharge properly
its responsibilities as depository for the notes, and the trust
manager is not able to locate a qualified successor;
. the manager, at its option, advises the issuer trustee, the note
trustee, the paying agent, if any, and DTC or any replacement
clearing agency in writing that a class of definitive notes are to be
issued in replacement of a class of book-entry notes;
. an event of default under the security trust deed has occurred and is
continuing and the beneficial owners of notes with an aggregate
invested amount of greater than 50% of the aggregate invested amount
of all of that class of notes, advise the issuer trustee, through DTC
or any replacement clearing agency, that the continuation of a book-
entry system is no longer in the best interests of the beneficial
owners of that class of notes; or
. any other event described in the prospectus supplement for a series.
If any of these events occurs, the issuer trustee, at the direction of
the manager, must within 30 days of such event instruct DTC (or its
replacement) to notify all of its participants
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of the occurrence of the event and of the availability of definitive notes. DTC
will then surrender the book-entry notes and provide the relevant registration
instructions to the issuer trustee. The issuer trustee will then issue and
execute and the note trustee will authenticate and deliver definitive notes of
the same aggregate invested amount as those book-entry notes. Any notes issued
in definitive form will be serially numbered. Thereafter the issuer trustee
will recognize the holders of the definitive notes as noteholders.
Withholding or Tax Deductions
All payments on the notes will be made without withholding or tax
deduction for, or on account of, any present or future taxes, duties or charges
of whatever nature unless the issuer trustee or any paying agent is required by
applicable law to make a payment on the notes subject to any withholding or
deduction for, or on account of, any present or future taxes, duties or charges
of whatsoever nature. If the issuer trustee or the paying agent, as the case
may be, shall make a payment after making a withholding or deduction, it shall
account to the relevant authorities for the amount so required to be withheld
or deducted. Neither the issuer trustee nor any paying agent will be obligated
to make any additional payments to holders of the notes with respect to that
withholding or deduction.
Redemption of the Notes for Taxation or Other Reasons
If the trust manager satisfies the issuer trustee and the note trustee,
immediately prior to giving the notice to the noteholders as described in this
section, that either:
. on the next payment date the issuer trustee would be required to
deduct or withhold from any payment of principal or interest in
respect of the notes, including corresponding payments under any
currency swap, any amount for or on account of any present or future
taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by the Commonwealth
of Australia or any of its political sub-divisions or any of its
authorities; or
. the total amount payable for interest in relation to the housing
loans for a collection period ceases to be receivable, whether or not
actually received by the issuer trustee during that collection period
by reason of any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by the Commonwealth of Australia or any of its
political sub-divisions or any of its authorities;
then the issuer trustee must, when so directed by the trust manager, at the
trust manager's option, provided that the issuer trustee will be in a position
on such payment date to discharge, and the trust manager will so certify to the
issuer trustee and the note trustee, all its liabilities in respect of a class
of notes and any amounts required under the security trust deed to be paid in
priority to or equal with that class, redeem all, but not some, of that class
at their outstanding principal balance, or at the option of the holders of 75%
of the aggregate outstanding principal balance of such class, at their Stated
Amount, together, in each case, with accrued interest to the date of redemption
on any later payment date. The issuer trustee must give noteholders notice of a
redemption not more than 60 nor less than 30 days prior to
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the date of redemption. The holders of 75% of the aggregate outstanding
principal balance of a class of notes may elect, in accordance with the terms
of the note trust deed, and the note trustee shall notify the issuer trustee
and the trust manager, that they do not require the issuer trustee to redeem
their class of notes in the circumstances described in this section.
Redemption of the Notes upon an Event of Default under the Security Trust Deed
If an event of default occurs under the security trust deed while the
notes for a series are outstanding, the security trustee may enforce the
security created by the security trust deed. In some circumstances, the
security trustee may be required to obtain the prior written consent of the
Noteholder Mortgagees prior to enforcing the security interest in accordance
with the provisions of the security trust deed. Further, the security trustee
must enforce the security trust deed, if it is directed to do so by the
Noteholder Mortgagees where they are the only Voting Mortgagees, or, otherwise
by a resolution of 75% of the Voting Mortgagees. The enforcement of the
security trust deed can include the sale of some or all of the housing loans.
If the trust terminates while the notes are outstanding, Westpac has a right of
first refusal to acquire the housing loans. The issuer trustee cannot guarantee
that the security trustee will be able to sell the housing loans for their
Unpaid Balance. Accordingly, the security trustee may not be able to realize
the full value of the housing loans and this may have an impact on the issuer
trustee's ability to repay all amounts outstanding in relation to the notes for
that series. The proceeds from the enforcement of the security trust deed will
be distributed in the manner and priority set forth in the prospectus
supplement.
Optional Repurchase of the Housing Loans
Unless otherwise specified in the prospectus supplement, the seller
trustee may repurchase all of the housing loans held in a trust. The seller
trustee may only exercise this option on the payment date after which the
aggregate outstanding principal amount of the housing loans in a trust is less
than a percentage specified in the prospectus supplement of the aggregate
principal amount of the housing loans for that trust as of the cut-off date
specified in the prospectus supplement. The purchase price will be equal to the
following:
. the Unpaid Balance of each performing housing loan; plus
. the fair market value of each non-performing housing loan.
The proceeds from the sale of the housing loans will be distributed in the
manner and priority set forth in the prospectus supplement.
Termination of the Trust
Termination Events
Each trust shall continue until, and shall terminate on the later of:
. its Termination Date;
. the date on which the assets of the trust have been sold or realized
upon, which shall be within 180 days after the Termination Date; and
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. the date on which the issuer trustee ceases to hold any housing loans
or mortgages in relation to that trust.
Realization of Trust Assets
On the Termination Date of each trust, subject to Westpac's right of
first refusal, the issuer trustee must so far as reasonably practicable and
reasonably commercially viable sell and realize the assets of each trust within
180 days. During the 180 day period, Performing Housing Loans may not be sold
for less than their Unpaid Balance, and non-Performing Housing Loans may not be
sold for less than the fair market value of the housing loans and their related
security. The fair market value of a housing loan and its related security is
the value based on appropriate expert advice, as agreed upon by the trust
manager, issuer trustee and the seller. The issuer trustee may not sell any
Performing Housing Loan for less than its fair market value without the consent
of the holders of 75% of the aggregate outstanding principal amount of the
notes. The servicer will determine whether a housing loan is performing or non-
performing.
Westpac's Right of First Refusal
As soon as practical after the Termination Date of each trust, the trust
manager will direct the issuer trustee to offer, by written notice to Westpac,
irrevocably to extinguish in favor of Westpac, or if the issuer trustee has
perfected its title, to equitably assign to Westpac, its entire right, title
and interest in and to the housing loans for that trust. Westpac's purchase
price will be equal to the Unpaid Balance of the Performing Housing Loans plus
the fair market value of any non-Performing Housing Loans in that trust. If the
fair market value of a housing loan is less than its Unpaid Balance, the sale
requires the consent of the holders of 75% of the aggregate outstanding
principal amount of the notes for that series. The servicer will determine
whether a housing loan is a Performing Housing Loan or a Non-Performing Housing
Loan.
The issuer trustee is not entitled to sell any housing loans unless the
relevant seller has failed to accept the offer within 180 days after the
occurrence of the Termination Date by paying to the issuer trustee the purchase
price.
Distribution of Proceeds from Realization of Trust Assets
After deducting expenses, the trust manager will direct the issuer
trustee to distribute the proceeds of realization of the assets of any trust in
accordance with the cashflow allocation methodology set out in the prospectus
supplement, and in accordance with any directions given to it by the trust
manager. If all of the notes for a trust have been fully redeemed and the
trust's other creditors have been paid in full, the issuer trustee shall
distribute the assets of that trust to the residual beneficiary of that trust.
Prescription
A note will be void in its entirety if not surrendered for payment within
ten years of the date on which the final payment on the note is due. The effect
of voiding a note is to reduce the Stated Amount of that note to zero. After
the date on which a note becomes void in its entirety, no claim may be made on
it.
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Voting and Consent of Noteholders
The note trust deed for each trust will contain provisions for each class
of noteholders to consider any matter affecting their interests. In general,
the holders of a majority of the aggregate outstanding principal balance of a
class of notes may take or consent to any action permitted to be taken by that
class of noteholders under the related note trust deed. Notwithstanding the
foregoing, the consent of holders of 75% of the aggregate outstanding principal
balance of a class of notes shall be required to accomplish the following:
. direct the note trustee to direct the security trustee to enforce the
security under the security trust deed;
. override any waiver by the note trustee of a breach of any provisions
of the transaction documents or an event of default under the
security trust deed; and
. alter, add, or modify the terms and conditions of a class of notes or
the provisions of any of the transaction documents if the alteration,
addition or modification is, in the opinion of the note trustee,
materially prejudicial or likely to be materially prejudicial to a
class of noteholders, other than to correct a manifest error or
ambiguity or to comply with the law, and shall include any
modification which would have the effect of:
. changing the maturity date of a class of notes;
. postponing any day for payment of interest or the rate of interest
applicable to a class of notes;
. reducing or canceling the amount of principal payable on the
notes;
. altering the percentage of the aggregate outstanding principal
amount of a class of notes required to consent to any action;
. altering the currency of payment of any class of notes; or
. altering the date or priority of redemption of the class of notes.
Any action taken by the requisite percentage of the outstanding principal
balance of a class of noteholders shall be binding on all noteholders of such
class, both present and future.
If so stated in the prospectus supplement, the note trust deed for a
series may contain provisions limiting the powers of subordinate noteholders.
For example, the note trust deed may limit the ability of subordinate
noteholders to request or direct the note trustee to take any action that would
be materially prejudicial to the interests of the senior noteholders. In most
circumstances, the note trust deed will not impose these limitations on the
powers of the senior noteholders, the exercise of which will be binding on the
subordinate noteholders, irrespective of the effect on the subordinate
noteholders' interests.
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Reports to Noteholders
For each series of notes, on each determination date, the trust manager
will, in respect of the collection period ending before that determination
date, deliver to the principal paying agent, the note trustee and the issuer
trustee, a noteholder's report generally setting forth, to the extent
applicable for the series, among other things:
. the outstanding principal balance and the Stated Amount of each class
of notes;
. the interest rates on the notes for the related Interest Period;
. the interest payments and principal distributions on each class of
notes;
. the percentage or bond factor for each class of notes, which with
respect to a class of notes, means the aggregate of the outstanding
principal balance of the class of notes less all principal payments
on that class of notes to be made on the next payment date, divided
by the aggregate initial outstanding principal balance for all of
that class of notes;
. the total collections on the housing loans;
. aggregate outstanding principal balance of the housing loans;
. delinquency and loss statistics with respect to the housing loans;
and
. any other items of information applicable to a particular series of
notes.
Unless and until definitive notes are issued, beneficial owners will
receive reports and other information provided for under the transaction
documents only if, when and to the extent provided by DTC and its participating
organizations.
Unless and until definitive notes are issued, the trust manager will
prepare and send to the note trustee, for forwarding to DTC, periodic and
annual unaudited reports containing information concerning each trust and
series of notes. DTC and its participants will make such reports available to
holders of interests in the notes in accordance with the rules, regulations and
procedures creating and affecting DTC. However, these reports will not be sent
directly to each beneficial owner while the notes are in book-entry form. Upon
the issuance of definitive notes, these reports will be sent directly to each
noteholder. These reports will not constitute financial statements prepared in
accordance with generally accepted accounting principles.
The trust manager will file with the SEC the periodic reports as are
required under the Exchange Act, and the rules and regulations of the SEC under
the Exchange Act. However, in accordance with the Exchange Act and the rules
and regulations of the SEC under the Exchange Act, the trust manager expects
that the obligation to file these reports will be terminated after a period of
time as the prospectus supplement for each series of notes will describe.
If stated in the prospectus supplement, the trust manager will, on or
promptly after the business day preceding each payment date, prepare and
arrange for the publication of summary pool performance data for each series
trust in a format determined by the trust manager on Reuters, Bloomberg or
another financial news medium.
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Credit Enhancement
Types of Enhancements
If stated in the prospectus supplement, credit enhancement may be
provided for one or more classes of a series of notes in the related trusts.
Credit enhancement is intended to enhance the likelihood of full payment of
principal and interest due and to decrease the likelihood that noteholders will
experience losses. Unless otherwise specified in the prospectus supplement, the
credit enhancement for a class or series of notes will not provide protection
against all risks of loss and will not guarantee repayment of the entire
principal balance and accrued interest. If losses occur which exceed the amount
covered by any credit enhancement or which are not covered by any credit
enhancement, noteholders of any class or series will bear their allocated share
of losses, as described in the prospectus supplement. Credit enhancement may be
in one or more of the following forms:
.the subordination of one or more classes of the notes of the series;
.primary mortgage insurance on all or a portion of the housing loans;
.a pool mortgage insurance policy;
.Excess Available Income;
.the establishment of one or more reserve funds;
.overcollateralization;
.letters of credit;
.surety bond;
.a minimum principal payment agreement;
.a deposit agreement;
.other insurance, guarantees and similar instruments or agreements; or
. another method of credit enhancement described in the prospectus
supplement.
Unless otherwise stated in the prospectus supplement, any credit
enhancement will not provide protection against all risks of loss and will not
guarantee repayment of the entire principal balance of the notes and interest
on the notes. If losses occur which exceed the amount covered by credit
enhancement or which are not covered by the credit enhancement, noteholders
will bear their allocated share of losses.
Subordination
If stated in the prospectus supplement, a series of notes may provide for
the subordination of payments to one or more subordinate classes of notes. In
this case, scheduled payments of principal, principal prepayments, interest or
any combination of these items that otherwise would have been payable to
holders of one or more classes of subordinate notes will instead be payable to
holders of one or more classes of senior notes under the circumstances and to
the extent specified in the prospectus supplement. If stated in
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the prospectus supplement, losses on defaulted housing loans may be borne first
by the various classes of subordinate notes and thereafter by the various
classes of senior notes. The prospectus supplement will set forth information
concerning the amount of subordination of a class or classes in a series, the
circumstances in which this subordination will be applicable and the manner, if
any, in which the amount of subordination will be effected.
Primary Mortgage Insurance Policy
In order to reduce the likelihood that noteholders will experience
losses, Westpac may, if stated in the respective prospectus supplement, require
borrowers with loan-to-value ratios greater than a percentage specified in the
prospectus supplement obtain primary mortgage insurance. Westpac will equitably
assign its interest in these policies, if any, to the issuer trustee after
receiving the consent of the insurers.
Unless otherwise stated in the prospectus supplement, the amount of
coverage under each policy will be the amount owed on the related housing loan,
including unpaid principal, accrued interest at any non-default rate up to
specified dates, fines, fees, charges and proper enforcement costs, less all
amounts recovered from enforcement of the mortgage.
Pool Mortgage Insurance Policy
In order to decrease the likelihood that noteholders will experience
losses the issuer trustee may, if stated in the prospectus supplement, obtain
one or more pool mortgage insurance policies. The pool mortgage insurance
policy will cover the housing loans specified in the prospectus supplement.
Subject to the limitations described in the prospectus supplement, the policy
will cover loss by reason of default in payments on the housing loans up to the
amounts specified in the prospectus supplement and for the periods specified in
the prospectus supplement. The servicer will agree to act in accordance with
the terms of any pool mortgage insurance policy obtained and to present claims
thereunder to the pool mortgage insurer on behalf of itself, the issuer trustee
and the noteholders. However, the pool mortgage insurance policy is not a
blanket policy against loss. Claims under a pool mortgage insurance policy may
only be made regarding a loss by reason of default insofar as the insurance
policy applies to the relevant housing loan, and only upon satisfaction of
specific conditions precedent as described in the prospectus supplement.
Unless otherwise stated in the prospectus supplement, the original amount
of coverage under any pool mortgage insurance policy will be reduced over the
life of the related series of notes by the aggregate dollar amount of claims
paid less the aggregate of the net amounts realized by the pool mortgage
insurer upon the disposition of all foreclosed properties. The amount of claims
paid will include expenses incurred by the servicer on the foreclosed
properties. Accordingly, if aggregate net claims paid under any pool mortgage
insurance policy reach the original policy limit, coverage under that pool
mortgage insurance policy may be exhausted and any further losses may be borne
by one or more classes of noteholders.
Excess Available Income
In order to decrease the likelihood that the noteholders will experience
principal losses, if stated in the prospectus supplement, the issuer trustee
will apply interest collections
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on the housing loans that are not required to pay Total Payments to reimburse
noteholders for Principal Charge Offs allocated to the notes. These
reimbursements will be allocated to the class or classes of notes in the manner
described in the Prospectus Supplement.
Reserve Fund
If specified in the prospectus supplement, a reserve fund will be
established for the related series of notes with an entity specified in the
prospectus supplement. The prospectus supplement will state whether or not the
reserve fund will be part of the assets of the trust. The reserve fund may be
funded with an initial cash or other deposit or from collections on the housing
loans or other sources, in either case in the manner specified in the
prospectus supplement. The prospectus supplement will specify the manner and
timing of distributions from the amounts in the reserve fund, which may include
making payments of principal and interest on the notes and payment of other
Trust Expenses. The prospectus supplement will set forth the required reserve
fund balance, if any, and when and to what extent the required reserve fund
balance may be reduced. The prospectus supplement will further specify how any
funds remaining in the reserve fund will be distributed after termination of
the related trust or reduction of the required reserve fund balance to zero.
Overcollateralization
Credit enhancement for a series of notes may be provided by
overcollateralization. Principal and/or interest collections on the housing
loans may exceed principal and/or interest payments on the notes for the
related payment date. These excess amounts may be deposited into a reserve fund
or applied as a payment of principal on the notes. To the extent these amounts
are applied as principal payments on the notes, the effect will be to reduce
the principal balance of the notes relative to the outstanding balance of the
housing loans.
Letter of Credit
Credit enhancement for a series of notes may be provided by the issuance
of a letter of credit by a bank or financial institution specified in the
prospectus supplement. The maximum obligation of the issuer of the letter of
credit will be to honor requests for payment in an aggregate fixed dollar
amount, net of unreimbursed payments under the letter of credit, equal to the
percentage described in the prospectus supplement of the aggregate principal
balance on the related cut-off date of the housing loans evidenced by each
series. The duration of coverage and the amount and frequency and circumstances
of any reduction in coverage provided by the letter of credit for a series of
notes will be in compliance with the requirements established by the rating
agency or agencies rating the series, and will be described in the prospectus
supplement.
Minimum Principal Payment Agreement
If provided in the prospectus supplement, the issuer trustee will enter
into a minimum principal payment agreement with an entity meeting the criteria
of the rating agencies, under which agreement that entity will provide payments
on the notes of the series in the event that aggregate scheduled principal
payments and/or prepayments on the assets of the trust for that series are not
sufficient to make payments on those notes of that series.
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Deposit Agreement
If specified in a prospectus supplement, the issuer trustee or the note
trustee or the paying agent, if any, for a series of notes will enter into a
guaranteed investment contract or an investment agreement with the entity
specified in such prospectus supplement on or before the sale of that series of
notes. Pursuant to the deposit agreement, all or a portion of the amounts held
in the collection account or in any reserve account would be invested with the
entity specified in the prospectus supplement. The purpose of a deposit
agreement would be to accumulate available cash for investment so that the
cash, together with income thereon, can be applied to future distributions on
one or more classes of notes. The note trustee or paying agent, if any, would
be entitled to withdraw amounts invested pursuant to a deposit agreement, plus
interest at a rate equal to the assumed reinvestment rate, in the manner
specified in the prospectus supplement. The prospectus supplement for a series
of notes pursuant to which a deposit agreement is used will contain a
description of the terms of such deposit agreement.
Other Insurance, Guarantees and Similar Instruments or Agreements
If stated in the prospectus supplement, a trust may also include
insurance, guarantees or similar arrangements for the purpose of:
. maintaining timely payments or providing protection against losses on
the assets included in a trust;
. paying administrative expenses; or
. establishing a minimum reinvestment rate on the payments made in
respect of the assets or principal payment rate on the assets of a
trust.
These arrangements may include agreements under which noteholders are
entitled to receive amounts deposited in various accounts held by either
Westpac or the paying agent, as applicable, based on the terms specified in the
prospectus supplement. In addition, unless otherwise provided in the prospectus
supplement, at any time a surety bond, letter of credit or other form of credit
enhancement may be substituted for the credit support arrangement in effect
initially for the series to the extent permitted by the rating agency or
agencies rating the series of notes, without resulting in a downgrading of the
current rating of the notes of that series.
Prepayment and Yield Considerations
The following discussions of prepayment and yield considerations is
intended to be general in nature and reference is made to the discussion in
each prospectus supplement regarding prepayment and yield considerations.
General
The rate of principal payments and aggregate amount of distributions on
the notes and the yield to maturity of the notes will relate to the rate and
timing of payments of principal on the housing loans. The rate of principal
payments on the housing loans will in
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turn be affected by the amortization schedules of the housing loans and by the
rate of principal prepayments, including for this purpose prepayments resulting
from refinancing, liquidations of the housing loans due to defaults,
casualties, condemnations and repurchases by a seller. Except in the case of
fixed rate housing loans and subject to the payment of applicable fees, the
housing loans may be prepaid by the mortgagors at any time.
Prepayments
Prepayments, liquidations and purchases of the housing loans, including
the optional purchase of the remaining housing loans in connection with the
termination of a trust, will result in early distributions of principal amounts
on the notes.
Since the rate of payment of principal of the housing loans cannot be
predicted and will depend on future events and a variety of factors, we cannot
assure you as to the rate of payment or the rate of principal prepayments. The
extent to which the yield to maturity of any note may vary from the anticipated
yield will depend upon the following factors:
. the degree to which a note is purchased at a discount or premium; and
. the degree to which the timing of payments on the note is sensitive
to prepayments, liquidations and purchases of the housing loans.
A wide variety of factors, including economic, demographic, geographic,
legal, tax, social and other factors may affect the trust's prepayment
experience with respect to the housing loans. For example, under Australian
law, unlike the law of the United States, interest on loans used to purchase a
principal place of residence is not ordinarily deductible for taxation
purposes.
There is, however, no assurance that the prepayment of the housing loans
included in the related trust will conform to any level of any prepayment
standard or model specified in the prospectus supplement. The rate of principal
prepayments on pools of housing loans is influenced by a variety of economic,
demographic, geographic, legal, tax, social and other factors.
Weighted Average Lives
The weighted average life of a note refers to the average amount of time
that will elapse from the date of issuance of the note to the date the amount
in respect of principal repayable under the note is reduced to zero.
Usually, greater than anticipated principal prepayments will increase the
yield on notes purchased at a discount and will decrease the yield on notes
purchased at a premium. The effect on yield due to principal prepayments
occurring at a rate that is faster or slower than the rate anticipated will not
be entirely offset by a subsequent similar reduction or increase, as
applicable, in the rate of principal payments. The amount and timing of
delinquencies and defaults on the housing loans and the recoveries, if any, on
defaulted housing loans and foreclosed properties will also affect the weighted
average life of the notes.
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Powers, Duties and Liabilities under the Transaction Documents
The Issuer Trustee
Westpac Securities Administration Limited will act as issuer trustee for
each trust and, in such capacity, as issuer of each series of notes on the
terms set out in the master trust deed and the series notice.
Powers
The transaction documents confer on the issuer trustee certain rights,
powers and discretions over and in respect of the trust assets. In most cases,
the issuer trustee is only empowered to act where directed to do so by the
trust manager who in turn cannot give a direction that could reasonably be
expected to adversely effect the rating of notes. The trust manager is normally
required to give the issuer trustee formal directions, and the issuer trustee
is not required to take any action unless it has received such a direction. For
example, the issuer trustee's ability to invest in Authorized Investments, to
issue notes and enter into support facilities may only be exercised upon a
receipt of a formal direction from the trust manager.
The master trust deed expressly permits the issuer trustee to appoint the
servicer to retain custody of the mortgage documents in accordance with the
servicing agreement, and for the issuer trustee to lodge documents with the
servicer.
Duties
The issuer trustee must act honestly and in good faith and exercise such
diligence and prudence as a prudent person of business would exercise in
performing its express functions and exercising its discretions under the
master trust deed. It must keep each trust separate from the others and do
everything necessary to ensure it can comply with its obligations under the
transaction documents.
In particular the issuer trustee has the duty to maintain a register of
Authorized Investments and other assets of each trust, other than the housing
loans, and to keep or ensure that the trust manager keeps accounting records
which correctly record and explain all amounts paid and received by the issuer
trustee on behalf of each trust.
The issuer trustee is required to act continuously as trustee of the
trust until the trust is terminated as provided by the master trust deed or the
issuer trustee has retired or been removed from office.
Under the master trust deed, each noteholder and the residual beneficiary
acknowledges that:
. the issuer trustee has no duty, and is under no obligation, to
investigate whether a Trust Manager's Default, a Servicer Transfer
Event or a Title Perfection Event has occurred in relation to any
trust other than where it has actual notice;
. the issuer trustee is required to provide the notices referred to in
the master trust deed in respect of a determination of an Adverse
Effect based upon the advice given to it by its advisers in a manner
contemplated by the master trust deed, only if it is actually aware
of the facts giving rise to the Adverse Effect; and
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. in the absence of actual knowledge to the contrary, the issuer
trustee is entitled to rely conclusively on, and is not required to
investigate any notice, report, certificate, calculation or
representation of or by the seller, servicer or trust manager.
The issuer trustee will be considered to have knowledge or notice of or
be aware of any matter or thing if the issuer trustee has knowledge, notice or
awareness of that matter or thing by virtue of the actual notice or awareness
of the officers or employees of the issuer trustee who have day-to-day
responsibility for the administration of a trust.
Annual Compliance Statement
The trust manager, on behalf of the issuer trustee, will deliver to the
note trustee annually a written statement as to the fulfillment of the issuer
trustee's obligations under the transaction documents for each series.
Issuer Trustee Fees and Expenses
The issuer trustee will receive a fee and be reimbursed for all expenses
incurred in connection with the performance of its obligations in respect of
the trust out of the assets of the trust for that series, but not general
overhead costs and expenses.
Removal or Retirement of the Issuer Trustee
The issuer trustee is required to retire as trustee of a trust after a
direction from the trust manager in writing following an Issuer Trustee's
Default in relation to that trust.
The issuer trustee will bear the reasonable costs of its removal if it is
removed because of its default. The issuer trustee will indemnify the trust
manager and each trust for these costs. These costs are not payable out of the
assets of any trust.
The trust manager, subject to giving prior notice to the rating agencies,
is entitled to appoint a replacement statutory trustee on removal or retirement
of the issuer trustee if that appointment will not in the reasonable opinion of
the trust manager materially prejudice the interests of noteholders. Until the
appointment is completed the trust manager must act as issuer trustee and will
be entitled to the issuer trustee's fee for the period it so acts as issuer
trustee.
The issuer trustee may resign on giving to the trust manager, with a copy
to the rating agencies, not less than three months' notice in writing, or such
other period as the trust manager and the issuer trustee may agree, of its
intention to do so.
Before retirement, the issuer trustee must appoint a successor trustee
who is approved by the trust manager, or who may be the trust manager, and
whose appointment will not materially prejudice the interests of noteholders.
If a successor trustee has not been appointed by the end of the three months'
notice period, the trust manager must act as trustee until a successor trustee
is appointed.
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Limitation of the Issuer Trustee's Liability and Indemnification
The issuer trustee will not be liable personally for any losses, costs,
liabilities or claims arising from the failure to pay moneys on the due date
for payment to any noteholders, the residual beneficiary, the trust manager or
any other person or for any loss howsoever caused in respect of any trust or to
any noteholder, the residual beneficiary, the trust manager or any other
person, except to the extent caused by the fraud, negligence or breach of a
trust on the issuer trustee's part, or on the part of the officers and
employees of the issuer trustee or any of its agents or delegates in respect of
whom the issuer trustee is liable.
The issuer trustee acts as trustee and issues the notes for a series only
in its capacity as trustee of the trust and in no other capacity. A noteholder
cannot sue the issuer trustee personally except in the case of fraud,
negligence or breach of trust on the part of the issuer trustee. A liability
arising under or in connection with the transaction documents or the applicable
trust can be enforced against the issuer trustee only to the extent to which it
can be satisfied out of the assets of the applicable trust which are available
to satisfy the right of the issuer trustee to be exonerated or indemnified for
the liability. Subject to the following sentence, this limitation of the issuer
trustee's liability applies despite any other provision of the transaction
documents and extends to all liabilities and obligations of the issuer trustee
in any way connected with any representation, warranty, conduct, omission,
agreement or transaction related to the transaction documents. The limitation
will not apply to any obligation or liability of the issuer trustee to the
extent that it is not satisfied because under a transaction document or by
operation of law there is a reduction in the extent of the issuer trustee's
exoneration or indemnification out of the assets of the applicable trust as a
result of the issuer trustee's fraud, negligence or breach of trust.
The master trust deed also contains other provisions which regulate the
issuer trustee's liability to noteholders, other creditors and the residual
beneficiary. These include, but are not limited to, the following:
Among other things, the issuer trustee is not liable for any act,
omission or default of the trust manager, the servicer, any support provider,
the note trustee, the paying agent or any of their successors or assigns, in
relation to their respective duties or obligations under the transaction
documents, or any other person's failure to carry out an agreement with the
issuer trustee with respect to a trust.
The foregoing provisions limiting the issuer trustee's liability do not
apply to the extent that the relevant act is caused by the issuer trustee's
fraud, negligence or breach of trust of the issuer trustee or any of its
officers, employees, agents or delegates.
The issuer trustee will be indemnified out of the assets of the
applicable trust against all losses and liabilities incurred by the issuer
trustee in properly performing any of its duties or exercising any of its
powers under the transaction documents in relation to that trust except for the
issuer trustee's failure to exercise due care or due to the issuer trustee's
fraud, negligence or breach a loss or liability arising as a result of trust.
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Seller Trustee
Limitation of Seller Trustee's Liability and Rights of Indemnity
In the absence of fraud, negligence or breach of trust on its part, the
seller trustee shall not be liable personally in the event of failure to pay
moneys on the payment date for payment to any noteholder, any beneficiary, the
trust manager or any other person or for any loss howsoever caused in respect
of any of the trusts or to any noteholder, any beneficiary, the trust manager
or any other person.
Westpac Securities Administration Limited acts as seller trustee only in
its capacity as seller trustee of the relevant trust and in no other capacity.
A liability arising under or in connection with a transaction document can be
enforced against the seller trustee only to the extent to which it can be
satisfied out of property of the relevant seller trust out of which the seller
trustee is actually indemnified for the liability. This limitation of the
seller trustee's liability applies despite any other provision of the
transaction documents and extends to all liabilities and obligations of the
seller trustee in any way connected with any representation, warranty, conduct,
omission, agreement or transaction related to the transaction documents, the
trust or the applicable trust. The limitation will not apply to the extent that
there is a reduction in the seller trustee's indemnification out of trust
assets or the applicable trust as a result of the seller trustee's fraud,
negligence or breach of trust.
The seller trustee is also indemnified out of the assets of the
applicable trust against certain payments which it may be liable to make under
the Consumer Credit Code. Westpac has also indemnified the seller trustee in
relation to these payments and the seller trustee is required to first call on
the indemnity from Westpac.
The Trust Manager
Powers
The trust manager will have full and complete powers of management of the
trusts, including the day to day operation of the trusts, and administration
and servicing of the assets which are not serviced by the servicer, borrowings
and other liabilities of the trusts. The issuer trustee has no duty to
supervise the trust manager in the performance of its functions and duties, or
the exercise of its discretions.
The trust manager has the absolute discretion to recommend Authorized
Investments to the issuer trustee and direct the issuer trustee in relation to
those Authorized Investments.
Trust Manager's Fees
The trust manager will receive a fee out of the assets of the trust for
acting as trust manager under the transaction documents.
Removal or Retirement of the Trust Manager
The trust manager shall retire as trust manager if the issuer trustee so
directs in writing following a Trust Manager's Default. The trust manager shall
bear the costs of its
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removal after a Trust Manager's Default. The trust manager has agreed to
indemnify the issuer trustee and each trust for those costs.
The trust manager may resign on giving to the issuer trustee and the note
trustee, with a copy to the rating agencies, not less than 3 months notice in
writing, or such other period as the trust manager and the issuer trustee may
agree, of its intention to do so.
On retirement or removal of the trust manager, the issuer trustee may
appoint another trust manager on those terms as the issuer trustee sees fit,
including the amount of the trust manager's fee, provided the appointment will
not materially prejudice the interests of the noteholders. If a new trust
manager is not appointed within 120 days of the issuer trustee electing to
appoint a new trust manager, or within 3 months of the notice of the trust
manager's voluntary retirement, the issuer trustee must act as the trust
manager until a successor is appointed.
Limitation of Trust Manager's Liability and Indemnification
The principal limitations on the trust manager's liability are set out in
full in the master trust deed. These include the following limitations:
. the trust manager will be indemnified out of each trust in respect of
any liability, cost or expense properly incurred by it in its
capacity as trust manager of that trust, other than general overhead
costs and expenses;
. subject to the master trust deed, the trust manager is not
responsible for any act, omission, misconduct, mistake, oversight,
error of judgment, forgetfulness or want of prudence on the part of
the issuer trustee, the servicer or any agent appointed by the issuer
trustee or the trust manager or on whom the trust manager is entitled
to rely under this deed, other than a related company, attorney,
banker, receiver, barrister, solicitor, agent or other person acting
as agent or adviser to the issuer trustee or the trust manager,
except to the extent of losses, costs, claims or damages caused or
contributed to by the breach of its obligations under any transaction
documents;
. in the absence of fraud, negligence or wilful default on its part or
on the part of its officers, employees, agents or delegates, the
trust manager will not be liable personally if failure to pay moneys
on the due date of payment to any noteholder, any beneficiary, the
issuer trustee or any other person for any loss however caused in
relation to a trust or to any noteholder, any beneficiary, the issuer
trustee or other person; and
. the trust manager will not be personally liable to indemnify the
issuer trustee or make any payments to any other person in relation
to the trusts except that there will be no limit on the trust
manager's liability for any fraud, negligence or wilful default by it
in its capacity as the trust manager of the trusts.
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The Note Trustee
The prospectus supplement for each series will identify the entity that
will serve as note trustee for the applicable series of notes. The note trustee
and every other person properly appointed by it under the note trust deed will
be entitled to indemnification from the assets of the applicable trust against
all loss, liability, expense costs, damages, actions, proceedings claims and
demands incurred by, or made against, the note trustee in connection with its
execution of its obligations under the note trust deed, provided that the
indemnification will not extend to any loss, liability or expense arising from
any fraud, negligence, default or breach of trust by the note trustee or any
other person properly appointed by the note trustee, or any overhead or general
operating expenses incurred by the note trustee.
The note trustee will at all times be a corporation or association,
organized and doing business under the laws of the United States of America,
any individual State or the District of Columbia, authorized under those laws
to exercise corporate trust powers, having a combined capital of at least
U.S.$50,000,000, as set forth in its most recent published annual report of
condition, and subject to supervision or examination by Federal or State
authority. The note trustee may also, if permitted by the Securities and
Exchange Commission, be organized under the laws of a jurisdiction other than
the United States, provided that it is authorized under such laws to exercise
corporate trust powers and is subject to examination by authority of such
jurisdictions substantially equivalent to the supervision or examination
applicable to a trustee in the United States.
The note trustee may resign after giving at least three months written
notice to the issuer trustee, the trust manager, the security trustee and each
rating agency, which written notice will expire no less than 30 days after any
due date for payment of any notes. The issuer trustee may also remove the note
trustee immediately by written notice to the note trustee and each rating
agency if:
. the note trustee becomes insolvent;
. the note trustee ceases its business;
. the note trustee fails to comply with any of its obligations under
any transaction document with respect to the applicable trust and the
issuer trustee determines that this failure has had, or if continued,
will have, an Adverse Effect, and if capable of remedy, the note
trustee does not remedy this failure within 14 days after the earlier
of the following:
. the note trustee becoming aware of this failure; and
. receipt by the note trustee of written notice with respect to this
failure from either the issuer trustee or the trust manager; or
. the note trustee fails to satisfy any obligation imposed on it
under the Trust Indenture Act of 1939, as amended, with respect to
a trust or the note trust deed.
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If there is an event of default under the notes, the note trustee may be
required to resign by virtue of its obligations under the Trust Indenture Act.
In addition, holders of 75% of the aggregate outstanding principal balance of
the notes may require the issuer trustee to remove the note trustee.
Any resignation or removal of the note trustee and appointment of a
successor note trustee will not become effective until acceptance of the
appointment by a successor note trustee and confirmation by the rating agencies
that such appointment will not cause a downgrading, qualification or withdrawal
of the then current ratings of the notes.
The Security Trustee
General
The security trustee is appointed to act as trustee on behalf of the
Mortgagees and holds the benefit of the charge over the assets of a trust for
each applicable Mortgagee on the terms and conditions of the security trust
deed for that trust. If there is a conflict between the duties owed by the
security trustee to any Mortgagees or class of Mortgagees, the security trustee
will give priority to the interests of the noteholders, as determined by the
noteholders or the note trustee acting on their behalf. In addition, if so
stated in the prospectus supplement, the security trustee will give priority to
the interests of holders of the RFSs, RFS notes or a particular class of note
as described in the prospectus supplement. The security trustee does not
guarantee the success of any series or class of notes nor the payment of
principal or interest on any series or class of notes.
Duties and Liabilities of the Security Trustee
The security trust deed contains a range of provisions regulating the
scope of the security trustee's duties and liabilities. These include the
following:
. The security trustee is not responsible for the adequacy or
enforceability of the security trust deed or other transaction
documents.
. The security trustee is not required to exercise its powers under the
security trust deed without being directed to do so by the Noteholder
Mortgagees or by an Extraordinary Resolution of the Voting
Mortgagees, but may act, with prior written notice to the Noteholder
Mortgagees, in the best interests of the Mortgagees.
. The security trustee may rely on documents provided by the issuer
trustee or trust manager and the advice of consultants and advisors.
. The security trustee is not required to monitor whether an event of
default under the security trust deed has occurred or compliance by
the issuer trustee or trust manager with the transaction documents.
. The security trustee is not required to act unless its liability is
limited in a manner satisfactory to it.
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. Unless required by a transaction document, the security trustee need
not give Mortgagees information concerning the issuer trustee which
comes into the possession of the security trustee.
. The security trustee has no duties or responsibilities except those
expressly set out in the security trust deed or any collateral
security.
. Any action taken by the security trustee under the security trust
deed or any collateral security binds all the Mortgagees.
. The security trustee in its capacity as a Mortgagee can exercise its
rights and powers as such as if it were not acting as the security
trustee. It and its affiliates may engage in any kind of business
with the issuer trustee, the trust manager, Mortgagees and others as
if it were not security trustee and may receive consideration for
services in connection with any transaction document or otherwise
without having to account to the Mortgagees.
Limitations of Actions by the Security Trustee
The security trustee is not obliged to take any action, give any consent
or waiver or make any determination under the security trust deed without being
directed to do so by the note trustee or by Extraordinary Resolution of the
Voting Mortgagees in accordance with the security trust deed. The security
trustee is not obligated to act unless it obtains an indemnity from the Voting
Mortgagees and funds have been deposited on behalf of the security trustee to
the extent to which it may become liable for the relevant enforcement actions.
If the security trustee convenes a meeting of the Voting Mortgagees, or
is required by an Extraordinary Resolution to take any action under the
security trust deed, and advises the Voting Mortgagees that it will not act in
relation to the enforcement of the security trust deed unless it is personally
indemnified by the Voting Mortgagees to its reasonable satisfaction against all
actions, proceedings, claims and demands to which it may render itself liable,
and all costs, charges, damages and expenses which it may incur in relation to
the enforcement of the security trust deed and is put in funds to the extent to
which it may become liable, including costs and expenses, and the Voting
Mortgagees refuse to grant the requested indemnity, or put the security trustee
in funds, then the security trustee is not obliged to act in relation to that
enforcement under the security trust deed. In those circumstances, the Voting
Mortgagees may exercise such of those powers conferred on them by the security
trust deed as they determine by Extraordinary Resolution.
The security trustee will not be liable for any decline in the value, nor
any loss realized upon any sale or other dispositions made under the security
trust deed, of any mortgaged property or any other property which is charged to
the security trustee by any other person in respect of or relating to the
obligations of the issuer trustee or any third party in respect of the issuer
trustee or the Secured Moneys or relating in any way to the mortgaged property
or for any such decline or loss directly or indirectly arising from its acting,
or failing to act, as a consequence of an opinion reached by it, except for the
fraud, negligence or breach of trust of the security trustee.
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Description of Transaction Documents
The following summary describes the material terms of the transaction
documents. The summary does not purport to be complete and is subject to the
provisions of the transaction documents. Within fifteen days after the closing
date for each series of notes, the trust manager will file with the SEC copies
of each of the material transaction documents on a Current Report on Form 8-K
report.
Trust Accounts
For each series, the issuer trustee will establish and maintain pursuant
to the master trust deed and any related series notice a relevant collection
account and a relevant US$ account with a bank meeting the requirements
specified in the prospectus supplement. The issuer trustee will open each bank
account in its name and in its capacity as trustee of the series trust. These
accounts will not be used for any purpose other than for the applicable series
trust.
The trust manager shall have the discretion and duty to recommend to the
issuer trustee, in writing, the manner in which any moneys forming part of a
trust shall be invested in Authorized Investments and what purchases, sales,
transfers, exchanges, collections, realizations or alterations of trust assets
shall be effected and when and how the same should be effected. Each investment
of moneys on deposit in a trust's accounts shall be in Authorized Investments
that will mature not later than the business day before the applicable payment
date.
Prefunding
If specified in the prospectus supplement relating to any series, the
issuer trustee may, on behalf of the trust, establish a pre-funding account
relating to that series of notes. The issuer trustee may deposit all or a
portion of the proceeds received by the issuer trustee in connection with the
sale of one or more classes of notes of the related series in the pre-funding
account. The amount that may be initially deposited into a pre-funding account
may be up to 25% of the aggregate principal amount of the notes issued in that
series. The amounts on deposit in any pre-funding account may be invested only
in investments deemed acceptable by the rating agencies as consistent with the
applicable ratings on the notes. The amounts on deposit in the pre-funding
account will be used by the issuer trustee to purchase additional housing loans
that could not be delivered by the sellers or have not formally completed the
origination process following the closing date for the related series of notes.
Unless otherwise specified in the prospectus supplement, the specified period
for the acquisition by the issuer trustee of additional housing loans will not
exceed three months from the closing date for that series of notes. Any funds
in the pre-funding account that are not used to purchase additional housing
loans by the end of the specified period will be applied as a mandatory
prepayment of the related class or classes of notes as specified in the
prospectus supplement. Any additional housing loans purchased by the issuer
trustee will conform to the Eligibility Criteria. The underwriting standards
for additional housing loans that will be acquired with amounts from the pre-
funding account will comply with the
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standards set forth under "Westpac Residential Housing Loan Program--
Underwriting Process."
Revolving Period
As may be described in the prospectus supplement relating to any series,
the related series notice may provide for a revolving period. During the
revolving period, all or a portion of the principal collected on the housing
loans included in the assets of the trust may be used by the issuer trustee to
purchase additional housing loans during a specified period rather than used to
fund payments of principal to noteholders during that period. This may result
in the related notes possessing an interest-only period, which will be followed
by a repayment period. Any interest-only or revolving period may, upon the
occurrence of specified events to be described in the prospectus supplement,
terminate prior to the end of the specified period and result in the earlier
than expected repayment of the related notes. Unless otherwise specified in the
prospectus supplement, the specified period for the acquisition by the issuer
trustee of additional housing loans will not exceed three months from the
closing date for that series of notes. Any principal collections during the
revolving period that are not used to purchase additional housing loans by the
end of the specified period will be applied as a mandatory prepayment of the
related class or classes of notes as specified in the prospectus supplement.
Any additional housing loans purchased by the issuer trustee will conform to
the Eligibility Criteria. The underwriting standards for additional housing
loans that will be acquired during the revolving period will comply with the
standards set forth under "Westpac Residential Housing Loan Program--
Underwriting Process."
Redraws
General
Westpac may allow borrowers to redraw repayments made in excess of
scheduled repayments under the housing loans. The issuer trustee will reimburse
Westpac for redraws as described in the prospectus supplement. Sources
available to reimburse Westpac for redraws relating to housing loans included
in the assets of a trust will be described in the prospectus supplement and may
include Gross Principal Collections, drawings under a redraw facility, proceeds
of the issuance of any RFSs and other sources. The prospectus supplement for
each series will describe the order and priority for these reimbursements and
the sources of funds available. If at any time Westpac is not fully reimbursed
for a redraw, it will bear the cost of funding that redraw until it can be
reimbursed by the issuer trustee.
Redraw Facility
If so stated in the prospectus supplement, a redraw facility provider
under a redraw facility will agree to make advances to the issuer trustee for
the purpose of funding redraws relating to housing loans that are assets of the
related trust, to the extent such redraws are not funded from other sources.
The prospectus supplement will set forth the specifics of any redraw facility.
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Redraw Funding Securities
If provided for in the prospectus supplement, the trust manager may
direct the issuer trustee to issue additional debt securities known as redraw
funding securities or RFSs. The trust manager may give a direction to the
issuer trustee to issue RFSs if, on a determination date in relation to the
trust for a collection period:
. there are insufficient amounts available under Gross Principal
Collections and any redraw facility agreement to fund redraws for
that collection period;
. the principal amount outstanding under any redraw facility divided by
the redraw limit (as defined in the redraw facility), expressed as a
percentage, is equal to or greater than 90% of the redraw limit; or
. other conditions described in the prospectus supplement for a series.
The collection period for each series will be the monthly, quarterly or
other period specified in the prospectus supplement for that series.
The trust manager must obtain written confirmation from the rating
agencies that the issue will not result in the downgrading or withdrawal of the
rating of any notes of the related series before giving a direction to issue a
series of RFS.
RFS Notes
The prospectus supplement for each series of notes that provides for the
issuance of RFSs will describe the circumstances under which RFSs will convert
to RFS notes.
Interest Payable on the RFSs and the RFS Notes
Commencing on the date of issuance of an RFS or the conversion date of a
RFS to an RFS note, the issuer trustee will distribute interest during the
Interest Period in arrears on each RFS and RFS note to the person whose name it
is registered as the holder of the RFS or RFS note. The issuer trustee will
distribute interest until the earlier of the maturity date for each RFS or RFS
note or until the Invested Amount of the RFS or RFS note is reduced to zero.
Interest on each RFS or RFS note, will be equal to the interest accrued on the
Invested Amount for that RFS or RFS note at a rate equal to the Bank Bill Rate
on the first day of that Interest Period plus the margin for the RFS or RFS
note, during the period from the prior payment date to the day preceding the
payment date, calculated on the actual number of days in the related Interest
Period divided by 365. The prospectus supplement for a series of notes may
describe a different interest rate or payment method for interest on the RFS
and RFS notes. The prospectus supplement for each series will describe the
priority of payments or interest and principal for any RFS and RFS notes.
Form of RFSs and RFS Notes
The RFSs and the RFS notes will be evidenced by a notation in a register
maintained by the issuer trustee, denominated in A$ and will be issued in
Australia to Australian resident investors only. The total issue amount of RFS
notes for a series, if any, will be determined by the amount of RFSs, if any,
issued during the term of the related series of
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notes. The RFSs and RFS notes will not be offered by this prospectus or any
prospectus supplement.
Liquidity Reserve or Liquidity Facility
The prospectus supplement for each series will state whether or not the
issuer trustee will establish a liquidity reserve or will establish a liquidity
facility with a liquidity facility provider. If established, the issuer trustee
will fund income shortfalls in the trusts for any series from the liquidity
reserve or by drawings under the liquidity facility provider up to the
liquidity limit specified in the prospectus supplement.
Liquidity Reserve
If so stated in the prospectus supplement, the issuer trustee, at the
direction of the trust manager, will establish the liquidity reserve by
depositing funds in a liquidity account. The amount of the liquidity reserve
may be reduced each determination date to a specified percentage of the
aggregate Unpaid Balance of the housing loans as the trust manager determines
from time to time. To the extent that the liquidity reserve amount decreases as
a consequence of a decrease in the aggregate Unpaid Balance of the housing
loans, the trust manager may direct the issuer trustee to withdraw from the
liquidity account an amount not exceeding the excess of the credit balance of
the liquidity account over the liquidity reserve. Any funds withdrawn from the
liquidity account in these circumstances will be distributed as specified in
the prospectus supplement. The prospectus supplement will set forth the
specifics of any liquidity reserve.
Liquidity Facility
If so stated in the prospectus supplement, a liquidity facility provider
under a liquidity facility will agree to make advances to the issuer trustee
for the purpose of funding income shortfalls in the trusts for a particular
series. The prospectus supplement will set forth the specifics of any liquidity
facility.
Liquidity Draws
If the trust manager determines there is a liquidity shortfall on any
determination date for the relevant collection period, the trust manager must
direct the issuer trustee to request a drawing under the liquidity facility or
from the liquidity reserve to apply towards the liquidity shortfall. A
liquidity shortfall occurs if on any determination date the available income of
the trusts plus principal draws for the collection period relating to that
collection determination date is insufficient to meet the Total Payments of the
applicable trust. The issuer trustee may request a draw up to the available
liquidity amount. The available liquidity amount is equal to the lesser of the
liquidity shortfall and:
. for a series with a liquidity facility, the difference between the
liquidity limit described in this section and the aggregate of all
outstanding amounts under the liquidity facility; or
. for a series with a liquidity reserve, the balance in the liquidity
reserve.
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The issuer trustee may not draw under a liquidity facility if, among
other things, an event of default exists under the liquidity facility agreement
or will occur as a result of a draw.
Interest Rate Swaps
If stated in the prospectus supplement, the issuer trustee will enter
into one or more variable rate basis swaps and fixed rate basis swaps with one
or more interest rate swap providers. The actual swap agreements may vary for
each series of notes depending upon the types of housing loan products included
in the trust for that series. The prospectus supplement for each series will
identify the interest rate swaps for that series and the terms for each
interest rate swap. If so stated in the prospectus supplement, Westpac may be
the interest rate swap provider for one or more of the interest rate swaps.
Unless otherwise stated in the prospectus supplement, an ISDA Master Agreement,
as amended by a schedule thereto, will govern each of the interest rate swaps.
Each swap entered into will be confirmed by a written confirmation.
Currency Swaps
If stated in the prospectus supplement, the issuer trustee will enter
into one or more currency swaps with one or more currency swap providers.
Collections on the housing loans will be denominated in Australian dollars and
amounts received under any variable rate basis swap and any fixed rate basis
swaps are likely to be denominated in Australian dollars. However, in most
instances, and unless otherwise stated in the relevant prospectus supplement,
the payment obligations of the issuer trustee on the notes will be denominated
in United States dollars. In these cases, to hedge its currency exposure, the
issuer trustee may enter into one or more swap agreements with the currency
swap providers. The actual swap agreements may vary for each series of notes.
The prospectus supplement for each series will identify and describe the
currency swaps and currency swap providers for that series and the terms for
each currency swap. If stated in the prospectus supplement, Westpac may be the
swap provider for one or more of the currency swaps. Unless otherwise stated in
the prospectus supplement, an ISDA Master Agreement, as amended by a schedule
thereto, will govern each of the currency swaps. Each swap entered into will be
confirmed by a written confirmation.
The Security Trust Deed
General
The prospectus supplement for each series of notes will identify the
entity that will serve as security trustee. The issuer trustee will grant a
first ranking floating charge, registered with the Australian Securities and
Investments Commission, over all of the trust assets for that series in favor
of the security trustee. The floating charge will secure the issuer trustee's
obligations to the noteholders, the trust manager, the security trustee, the
servicer, the note trustee, the underwriters, any paying agent any swap
provider, each seller with respect to any collections on the housing loans owed
to the seller by the issuer trustee, any redraw facility provider with respect
to redraws, the holders of any RFSs, and any
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provider of a support facility. These secured parties are collectively known as
the Mortgagees.
Nature of the Charge
The security created by the security trust deed in relation to a trust is
a "floating charge." A floating charge over assets should be distinguished from
a fixed charge over assets.
A company may not deal with its assets over which it has granted a fixed
charge without the consent of the relevant mortgagee. Fixed charges are usually
given over real property, marketable securities and other assets which will not
be disposed of or otherwise dealt with by the company.
A floating charge, like that created by the security trust deed, does not
attach to specific assets but instead "floats" over a class of assets which may
change from time to time. The company granting the floating charge may deal
with those assets and give third parties title to those assets free from any
encumbrance, provided such dealings and transfers of title are in the ordinary
course of the company's business. The issuer trustee has agreed not to dispose
of or create interests in the assets of any trust subject to a floating charge
except in the ordinary course of its business and the trust manager has agreed
not to direct the issuer trustee to take any such actions. If the issuer
trustee disposes of any of the trust assets, including any housing loan, in the
ordinary course of its business, the person acquiring the property will take it
free of the floating charge. The floating charge granted over the trust assets
will crystallize, which means it becomes a fixed charge, upon the occurrence of
specific events set out in the security trust deed, including notice to the
issuer trustee following an event of default under the security trust deed. On
crystallization of a floating charge, the issuer trustee may not deal with the
assets of the trust without the consent of the security trustee.
If a floating charge has crystallized, the security trustee may at any
time release any asset from a fixed charge by notice to the issuer trustee and
relevant rating agency. Following that release, the asset will again be subject
to the floating charge.
Events of Default
Unless otherwise specified in the prospectus supplement, each of the
following is an event of default under the security trust deed for a series:
. the issuer trustee fails to pay:
. any interest on a note within 10 business days of the payment date
on which the interest was due to be paid to noteholders and
holders of RFSs, if any; or
. any other amount owing to a Mortgagee within 10 business days of
the due date for payment, or within any applicable grace period
agreed with the relevant Mortgagee or note trustee, as applicable;
. the issuer trustee fails to perform or observe any other provisions,
other than the obligations already referred to in this section, of a
transaction document where
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such failure will have a material and adverse effect on the amount or
timing of any payment to be made to any noteholder, and that default
is not remedied within 30 days after written notice from the security
trustee requiring the failure to be remedied;
. an Insolvency Event occurs relating to the issuer trustee, in its
personal capacity or as trustee of the trust;
. the charge created by the security trust deed is not or ceases to be
a first ranking charge over the assets of the trust, or any other
obligation of the issuer trustee, other than as mandatorily preferred
by law, ranks ahead of or equal with any of the moneys secured by the
security trust deed;
. any security interest over the trust assets is enforced;
. all or any part of any transaction document, other than an interest
rate basis swap, a redraw facility or a currency swap, in respect of
a termination because of an action of a taxing authority or a change
in tax law, is terminated or is or becomes void, illegal, invalid,
unenforceable or of limited force and effect, or a party becomes
entitled to terminate, rescind or avoid all or part of any
transaction document, other than an interest rate basis swap, or a
redraw facility or a currency swap, in respect of a termination
because of an action of a taxing authority or a change in tax law; or
. without the prior consent of the security trustee, that consent being
subject, in accordance with the terms of the security trust deed, to
the prior written consent of the Noteholder Mortgagees,
. the trust is wound up, or the issuer trustee is required to wind
up the trust under the master trust deed or applicable law, or the
winding up of the trust commences;
. the trust is held or is conceded by the issuer trustee not to have
been constituted or to have been imperfectly constituted; or
. unless another trustee is appointed to the trust under the
transaction documents, the issuer trustee ceases to be authorized
under the trust to hold the property of the trust in its name and
to perform its obligations under the transaction documents.
Where the security trustee has notified the rating agencies, obtained
the written consent of the relevant Noteholder Mortgagees and, in its
reasonable opinion, considers that it would not be materially prejudicial to
the interests of the Mortgagees, it may elect to treat an event that would
otherwise be an event of default as not being an event of default for the
purpose of the security trust deed. Unless the security trustee has made such
an election and providing that the security trustee receives notice of or is
actually aware of the occurrence of an event of default under the security
trust deed, the security trustee must promptly convene a meeting of the Voting
Mortgagees at which it shall seek directions from the Voting Mortgages by way
of extraordinary resolution of Voting Mortgagees regarding the action it
should take as a result of that event of default.
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Meetings of Voting Mortgagees
The security trust deed will contain provisions for convening meetings of
the Voting Mortgagees to enable the Voting Mortgagees to direct or consent to
the security trustee taking or not taking certain actions under the security
trust deed, including directing the security trustee to enforce the security
trust deed. Voting Mortgagees are:
. only the Noteholder Mortgagees for as long as amounts outstanding
under the notes are 75% or more of all amounts secured by the
security trust deed, and
. otherwise, the note trustee, acting on behalf of the noteholders, and
each other Mortgagee, other than noteholders.
Neither the security trustee nor the trust manager may call a meeting of
Voting Mortgagees while the Noteholder Mortgagees are the only Voting
Mortgagees unless the Noteholder Mortgagees otherwise consent.
Voting Procedures
Every question submitted to a meeting of Voting Mortgagees shall be
decided in the first instance by a show of hands. If a show of hands results in
a tie, the chairman shall both on a show of hands and on a poll have a casting
vote in addition to the vote or votes, if any, to which he may be entitled as
Voting Mortgagee or as a representative. A representative is, in the case of
any noteholder, a person or body corporate appointed as a proxy for that
noteholder. On a show of hands, every person holding, or being a representative
holding or representing other persons who hold, Secured Moneys shall have one
vote except that the note trustee shall represent each noteholder who has
directed the note trustee to vote on its behalf under the note trust deed. On a
poll, every person who is present shall have one vote for every US$10,000 or
its equivalent, but not part thereof, of the Secured Moneys that he holds or in
which he is a representative.
A resolution of all the Voting Mortgagees, including an Extraordinary
Resolution, may be passed, without any meeting or previous notice being
required, by an instrument or notes in writing which have been signed by all of
the Voting Mortgagees.
Enforcement of the Charge
At any time after an event of default occurs, the security trustee must
do any of the following if so directed by an Extraordinary Resolution:
. declare the charge to be enforceable;
. declare the Secured Moneys immediately due and payable;
. convert the floating charge created under the security trust deed in
relation to any or all of the trust assets to a fixed charge; or
. appoint a receiver over the trust assets or itself exercise the
powers that a receiver would otherwise have under the security trust
deed.
If the Noteholder Mortgagees are the only Voting Mortgagees, they may
direct the security trustee to do any act which the security trustee is
required to do, or may only do, at
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the direction of an Extraordinary Resolution of Voting Mortgagees, including
enforcing the charge.
No Mortgagee is entitled to enforce the charge under the security trust
deed, or appoint a receiver or otherwise exercise any power conferred by any
applicable law on charges, otherwise than in accordance with the security trust
deed.
The prospectus supplement for each series of notes will describe any
additional or different voting percentages or procedures applicable for that
series of notes.
The Note Trustee as Voting Mortgagee
The note trustee may, without the consent of the noteholders, determine
that any condition, event or act which with the giving of notice, lapse of time
or the issue of a certificate would constitute an event of default under the
security trust deed shall not, or shall not subject to specified conditions, be
treated as such. The note trustee shall not exercise any of these powers in
contravention of any express direction given in writing by holders representing
at least 75% of the aggregate outstanding principal balance of the notes. Any
modification to a transaction document, waiver, authorization or determination
by the note trustee shall be binding on the noteholders and, unless the note
trustee agrees otherwise, the trust manager on behalf of the issuer trustee
shall notify the noteholders for the affected series of the modification,
waiver, authorization or determination as soon as practicable thereafter.
If an event of default under the security trust deed occurs and is
continuing, the note trustee shall deliver to each noteholder notice of the
event of default within 90 days of the date that the note trustee became aware
of the event of default, provided that, except in the case of a default in
payment of interest and principal on the notes, the note trustee may withhold
the notice if and so long as it determines in good faith that withholding the
notice is in the interests of the relevant class of noteholders.
The rights, remedies and discretion of the noteholders under the security
trust deed, including all rights to vote or give instructions or consents to
the security trustee and to enforce its undertakings and warranties, may only
be exercised by the note trustee on behalf of the noteholders, and the security
trustee may rely on any instructions or directions given to it by the note
trustee as being given on behalf of the noteholders without inquiry about
compliance with the note trust deed.
The note trustee shall not be bound to vote under the security trust
deed, or otherwise direct the security trustee under the security trust deed or
to take any proceedings, actions or steps under, or any other proceedings
pursuant to or in connection with the security trust deed, the note trust deed
or any notes unless directed or requested to do so in writing by the holders of
at least 75% of the aggregate outstanding principal balance of the notes and
then only if the note trustee is indemnified to its satisfaction against all
action, proceedings, claims and demands to which it may render itself liable
and all costs, charges, damages and expenses which it may incur by so doing.
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If any of the notes remain outstanding and are due and payable otherwise
than by reason of a default in payment of any amount due on the notes, the note
trustee must not vote under the security trust deed to, or otherwise direct the
security trustee to, dispose of the mortgaged property unless either:
. a sufficient amount would be realized to discharge in full all
amounts owing to the noteholders, and any other amounts payable by
the issuer trustee ranking in priority to or equal with the notes; or
. the note trustee is of the opinion, reached after considering at any
time and from time to time the advice of a merchant bank or other
financial adviser selected by the note trustee, that the cash flow
receivable by the issuer trustee or the security trustee under the
security trust deed will not, or that there is a significant risk
that it will not, be sufficient, having regard to any other relevant
actual, contingent or prospective liabilities of the issuer trustee,
to discharge in full in due course all the amounts referred to in the
preceding paragraph.
Priorities under the Security Trust Deed
The prospectus supplement for each series of notes will describe the
order of priority in which the proceeds from the enforcement of the security
trust deed are to be applied.
Upon enforcement of the security created by the security trust deed, the
net proceeds thereof may be insufficient to pay all amounts due on redemption
to the noteholders. Any claims of the noteholders remaining after realization
of the security and application of the proceeds as aforesaid shall, except in
limited circumstances, be extinguished.
Security Trustee's Expenses
The issuer trustee shall reimburse the security trustee for all costs and
expenses of the security trustee properly incurred in acting as security
trustee.
Retirement and Removal of the Security Trustee
The security trustee may retire by giving no less than three months
notice in writing to the issuer trustee, the trust manager, the note trustee
and the rating agencies if a successor security trustee is appointed.
Subject to the appointment of a successor security trustee and prior
notice being given to each of the rating agencies, an Extraordinary Resolution
of the Voting Mortgagees may remove the security trustee at any time and the
trust manager may remove the security trustee if:
. an Insolvency Event occurs in relation to the security trustee in its
personal capacity;
. the security trustee ceases business;
. the security trustee fails to remedy within 14 days after written
notice by the trust manager any material breach of duty on the part
of the security trustee; or
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. among other things, there occurs a change in the majority ownership
or control of the security trustee from that existing on the date of
the security trust deed, unless approved by the trust manager.
Upon notice of resignation or removal of the security trustee, the trust
manager has the right to appoint a successor security trustee who has been
previously approved by an Extraordinary Resolution of the Voting Mortgagees
and who accepts the appointment. If no successor security trustee is appointed
within 30 days after notice, the retiring security trustee may on behalf of
the Mortgagees appoint a successor security trustee, other than Westpac or its
affiliates. If no person can be found to act as security trustee, the Voting
Mortgagees may elect a Voting Mortgagee to act as security trustee.
Any resignation or removal of the security trustee and appointment of a
successor will not become effective until the rating agencies approve the
appointment and confirm that it will not cause a downgrade, qualification or
withdrawal of the ratings of the notes.
Amendment
The issuer trustee and the security trustee may, following written
notice to the rating agencies and with the written approval of the trust
manager and the Noteholder Mortgagees, which shall not be unreasonably
withheld, amend the security trust deed to, among other things, correct a
manifest error or ambiguity or which in the opinion of the security trustee is
necessary to comply with the provisions of any law or regulation. If the
amendment is prejudicial or likely to be prejudicial to the interests of the
Mortgagees or a class of Mortgagees, an Extraordinary Resolution of the Voting
Mortgagees is required.
The Servicing Agreement
Servicing of Housing Loans
The servicer is required to administer the housing loans in the
following manner:
. according to the servicing agreement;
. according to Westpac's procedures and policies as they apply to those
housing loans from time to time; and
. with the same degree of diligence and care expected of an
appropriately qualified servicer of similar financial products and
custodian of documents.
The servicer's actions in servicing the housing loans according to the
relevant procedures manual are binding on the issuer trustee. The servicer is
entitled to delegate its duties under the servicing agreement. The servicer at
all times remains liable for servicing the housing loans and the acts or
omissions of any delegate.
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Powers
The servicer has the express power, among other things:
. to waive any fees and break costs which may be collected in the
ordinary course of servicing the housing loans or to arrange the
rescheduling of interest due and unpaid following a default under any
housing loans;
. to waive any right in respect of the housing loans and related
mortgages in the ordinary course of servicing the housing loans and
related mortgages, including according to its normal collection
procedures; and
. to extend the maturity date of a housing loan beyond 30 years from
the date of origination when required to do so by law or a government
agency regardless of whether the extension may have an Adverse
Effect.
Undertakings by the Servicer
The servicer will undertake, among other things, the following:
. if directed by the issuer trustee following a Title Perfection Event,
to promptly take action to perfect the issuer trustee's equitable
title to the housing loans and related mortgages in the mortgage pool
to legal title.
. to collect all moneys due under those housing loans and related
mortgages and pay them into the collection account not later than the
time Westpac would be required to do so.
. if a material default occurs relating to a housing loan, to take
action according to its normal enforcement procedures to enforce the
relevant housing loan and the related mortgage to the extent it
determines to be appropriate.
. to comply with the terms of any mortgage insurance policies, not do
or omit to do anything which could be reasonably expected to
prejudicially affect or limit its rights or the rights of the issuer
trustee under or relating to a mortgage insurance policy, and
promptly make a claim under any mortgage insurance policy when it is
entitled to do so and notify the trust manager when each claim of
this type is made.
. not to consent to the creation or existence of any security interest
in favor of a third party in relation to any mortgaged property which
would rank before or equal with the related housing loan and mortgage
or allow the creation or existence of any other security interest in
the mortgaged property, unless priority arrangements are entered into
with the third party under which the third party acknowledges that
the housing loan and the related mortgage ranks ahead in priority to
the third party's security interest on enforcement for an amount not
less than the Unpaid Balance of the housing loan plus any additional
amount the servicer determines according to the servicer's procedures
manual or its ordinary course of business.
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. not, except as required by law, to release a borrower or otherwise
vary or discharge any housing loan or mortgage where it would have an
Adverse Effect.
. if specified in the prospectus supplement, to set the interest rate
on the variable rate housing loans at a rate high enough so that the
interest payments on the housing loans are sufficient to cover the
Trust Expenses and interest on the notes.
. if directed by the issuer trustee following a Title Perfection Event,
to take action to perfect the issuer trustee's legal title to the
housing loans and the related mortgages.
. to maintain in effect all qualifications, consents, licenses,
permits, approvals, exemptions, filings and registrations as may be
required under any applicable law in order properly to service the
housing loans and mortgages and to perform or comply with its
obligations under the servicing agreement.
. to notify the issuer trustee and the trust manager of any event which
it reasonably believes is likely to have an Adverse Effect promptly
after becoming aware of the event and notify the trust manager of
anything else which the trust manager reasonably requires regarding
any proposed modification to any housing loan or related mortgage.
. to provide information reasonably requested by the issuer trustee or
the trust manager, regarding all matters relating to the trust and
the assets of the trust, and the issuer trustee or the trust manager
believes reasonably necessary for it to perform its obligations under
the transaction documents, and upon reasonable notice and at
reasonable times to permit the issuer trustee to enter The Mortgage
Centre and inspect the data and records in relation to the trust and
the housing loan agreements, mortgages, certificates of title and
other documents related to the housing loans.
Westpac Undertakings
Westpac, in its capacity as a seller, has undertaken, among other things,
the following under the servicing agreement:
. to maintain in effect all qualifications, consents, licenses,
permits, approvals, exemptions, filings and registrations as may be
required under any applicable law in relation to its ownership of any
housing loan or mortgage in order to perform or comply with its
obligations under the servicing agreement, and to comply with all
laws in connection with its ownership of any housing loans and
mortgages where failure to do so would have an Adverse Effect.
. to cooperate with the servicer in relation to the performance by the
servicer of its duties under the servicing agreement, including,
without limitation, in relation to the enforcement of any housing
loan or mortgage.
. if a material default occurs relating to a mortgage, to take any
action as the servicer directs it to take under the servicing
agreement.
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. to comply with the terms of any mortgage insurance policies, and not
do or omit to do anything which could be reasonably expected to
prejudicially affect or limit the rights of the issuer trustee under
or relating to a mortgage insurance policy to the extent those rights
relate to a housing loan and the mortgage.
. not to consent to the creation or existence of any security interest
in favor of a third party in relation to any mortgaged property which
would rank before or equal with the relevant housing loan and
mortgage or to allow the creation or existence of any other security
interest in the mortgaged property unless priority arrangements are
entered into with the third party under which the third party
acknowledges that the housing loan and the mortgage ranks ahead in
priority to the third party's security interest on enforcement for an
amount not less than the Unpaid Balance of the housing loan plus any
other amount the servicer determines in accordance with the seller's
procedures manual or its ordinary course of business.
. not, except as required by law, to release a borrower from any amount
owing relating to a housing loan or otherwise vary or discharge any
housing loan or mortgage or enter into any agreement or arrangement
which has the effect of altering the amount due under a housing loan
or mortgage where it would have an Adverse Effect.
. to release any housing loan or mortgage, reduce the amount
outstanding under or vary the terms of any housing loan or grant
other relief to a borrower, if required to do so by any law or if
ordered to do so by a court, tribunal, authority, ombudsman or other
entity whose decisions are binding on the Westpac. If the order is
due to Westpac breaching any applicable law, then Westpac must
indemnify the issuer trustee for any loss the issuer trustee may
suffer by reason of the order. The amount of the loss is to be
determined by agreement with the issuer trustee or, failing this, by
Westpac's external auditors.
. to notify the servicer immediately of each request by a borrower to
borrow further moneys under or in relation to a housing loan or
mortgage.
Performance of Services
In performing any services under the servicing agreement the servicer
shall consider whether its performance of these services does or does not have
an Adverse Effect. The servicer may ask the issuer trustee or the trust manager
if, and may rely upon any statement by the issuer trustee or the trust manager
to that effect, any action or inaction on its part is reasonably likely to, or
will, have an Adverse Effect. The servicer shall not be liable for a breach of
the servicing agreement, or be liable under any indemnity, in relation to any
action or inaction on its part, where it has been notified by the issuer
trustee or the trust manager that the action or inaction is not reasonably
likely to, or will not have, an Adverse Effect.
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Servicing Compensation and Expenses
The servicer will receive a fee from the assets of the trust for
servicing the housing loans. The servicer must pay from that fee all reasonable
expenses incurred in connection with servicing the housing loans, except for
expenses relating to the enforcement of a housing loan or its related mortgaged
property, provided that where the consent of an insurer is required in order
for an expense to reimbursed by that insurer, that consent must be obtained, or
any amount repaid to a liquidator or trustee in bankruptcy according to any
applicable law, binding code, order or decision of any court, tribunal or the
like or based on advice of the servicer's legal advisers.
Removal and Resignation of the Servicer
The issuer trustee may only terminate the servicer's appointment if the
issuer trustee determines that any of the following Servicer Transfer Events
occurs:
. the servicer suffers an Insolvency Event;
. the servicer fails to pay any amount within 10 business days of
receipt of a notice to do so from the issuer trustee or trust
manager;
. the servicer fails to comply with any of its other obligations under
any transaction document and such action has had, or, if continued
will have, an Adverse Effect, as determined by the issuer trustee,
and that failure is not remedied within 30 days after the servicer
becomes aware of that failure by receipt of notice;
. any representation, warranty or certification made by the servicer is
incorrect when made and is not waived by the issuer trustee or
remedied to the issuer trustee's reasonable satisfaction within 90
days after notice from the issuer trustee, and the issuer trustee
determines that breach would have an Adverse Effect; or
. it becomes unlawful for the servicer to perform the services under
the servicing agreement.
If a Servicer Termination Event occurs, the issuer trustee must, upon
notice to the trust manager, each seller, the servicer and the rating agencies,
terminate the rights and obligations of the servicer immediately and appoint an
eligible servicer. An eligible servicer is a servicer whose appointment will
not materially prejudice the interests of noteholders. The issuer trustee shall
act as the servicer and receive a fee for its services until an eligible
servicer is appointed and agrees to act as a servicer.
With the exception of some limitations, the servicer has indemnified the
issuer trustee against any losses, liabilities, costs and expenses resulting
from a Servicer Transfer Event or a failure by the servicer to perform its
duties under the servicing agreement.
The servicer may voluntarily resign after giving three months notice to
the rating agencies, the trust manager and the issuer trustee.
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Replacement of the Servicer
The trust manager and the issuer trustee shall use reasonable efforts to
find a suitably qualified person to act as servicer whose appointment will not
materially prejudice the interest of the noteholders. Until a successor
servicer is appointed, the servicer must continue to act as the servicer and
will be paid the servicing fee. If an eligible successor servicer has not
agreed to act as servicer by the expiration of the three month notice period,
the issuer trustee itself will act as the servicer and be entitled to a
servicing fee.
Document Custody
Unless otherwise stated in the prospectus supplement, the servicer will
be responsible for custody of the relevant documents for each mortgaged
property, on behalf of the issuer trustee. The servicer must hold these
documents as custodian at the direction of the issuer trustee according to its
standard safekeeping practices, in the same manner and to the same extent that
it holds similar documents for Westpac, and according to the procedures
contained in the servicing agreement.
The procedures contained in the servicing agreement include the
following:
. keeping the relevant documents for the housing loans in the mortgage
pool separate from other documents held by the servicer;
. maintaining a record of the physical movement of the relevant
documents; and
. ensuring that it is capable of locating security packets containing
the relevant documents.
The servicer will be audited by an independent auditor on an annual
basis, and again within one month of that annual audit if any audit gives an
adverse finding, in relation to its custodial procedures, identification of
documents, security and tracking systems.
The issuer trustee may terminate the servicer's appointment as custodian
if the following occurs:
. the servicer has not complied with the requirements of the servicing
agreement to the satisfaction of its auditor and a further audit also
results in an adverse finding by the auditor;
. the long-term rating of the holding company of the servicer is
downgraded below the rating levels specified in the prospectus
supplement for each series;
. the servicer is in default under a servicing agreement between it and
any other person, and by reason on the default that other person
removes any documents in the servicer's custody under the servicing
agreement where that person would otherwise not have been entitled to
do so; or
. a Servicer Transfer Event has occurred and continues to exist.
If any of the events listed in the preceding section occurs, the servicer
must deliver the relevant documents and all other documents and records
relating to the housing loans to the issuer trustee or a third party at the
direction of the issuer trustee. If the servicer has not
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done so within ten business days of the date of termination of the servicing
agreement or such longer period as the issuer trustee in its reasonable
discretion permits, the issuer trustee must enter the premises where the
relevant documents are kept, take possession of and remove the relevant
documents. The issuer trustee may, to the extent that it has information
available to it to do so, lodge caveats regarding or take all such other action
it considers necessary to protect its interests in the housing loans and
related mortgages for which it does not hold the relevant documents. A caveat
is a notice which is put on the relevant land title register to provide notice
of a party's interest in the property.
Amendment
The servicer and the issuer trustee may amend the servicing agreement in
writing after giving prior notice of the proposed amendment to the rating
agencies.
Termination of Servicing Agreement
The servicing agreement will terminate on the earlier of:
. the date on which the servicing agreement is terminated by the issuer
trustee if a Servicer Transfer Event occurs;
. the date which is one month after the notes in relation to the
related trust have been redeemed in full under the transaction
documents and the issuer trustee ceases to have any obligation to any
creditor in relation to any trust;
. the date on which the issuer trustee replaces the servicer with an
eligible servicer; and
. the date on which the servicer is replaced after resigning.
Modifications and Amendments
The issuer trustee, the trust manager and the servicer, with respect to
the master trust deed and the series notice, or the note trustee, with respect
to the note trust deed may by way of supplemental deed alter, add to or modify
the master trust deed, the series notice or the note trust deed without the
consent of the noteholders or residual beneficiary of the related trust:
. to correct a manifest error or ambiguity or is of a formal, technical
or administrative nature only;
. necessary to comply with the provisions of any law or regulation or
with the requirements of any Australian governmental agency;
. appropriate or expedient as a consequence of an amendment to any law
or regulation or altered requirements of the government of any
jurisdiction, any department, commission, office of any government or
any corporation owned or controlled by any government, including,
without limitation, an alteration, addition or modification which is
appropriate or expedient as a consequence of the enactment of a
statute or regulation or an amendment to any statute or regulation or
ruling by the Australian Commissioner or Deputy Commissioner of
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Taxation or any governmental announcement or statement, in any case
which has or may have the effect of altering the manner or basis of
taxation of trusts generally or of trusts similar to any of the
Westpac Securitisation Programme trusts; or
. in the opinion of the issuer trustee, desirable to enable the
provisions of the master trust deed to be more conveniently,
advantageously, profitably or economically administered or is
otherwise desirable for any reason, including to give effect, in the
trust manager's reasonable opinion, to an allocation of expenses.
However, any alteration, addition or modification described in the
preceding paragraph, where in the reasonable opinion of the note trustee or
the issuer trustee a proposed alteration, addition or modification to the
master trust deed, the series notice, the note trust deed or any other
transaction document is prejudicial or likely to be prejudicial to the
interests of the noteholders or a class of noteholders or the residual
beneficiary, the alteration, addition or modification may only be effected by
the issuer trustee or note trustee, as applicable, with the prior consent of
the holders of 75% of the aggregate outstanding principal balance of the
relevant class or classes of notes or with the prior written consent of the
residual beneficiary, as the case may be.
Use of Proceeds
The issuer trustee will apply all or substantially all of the net
proceeds from the sale of each series of notes for one or more of the
following purposes:
. to purchase the assets of the trust;
. to repay indebtedness which has been incurred to obtain funds to
acquire the assets of the trust;
. to establish any reserve funds described in the prospectus
supplement; and
. to pay costs of structuring and issuing the notes, including the
costs of obtaining any credit enhancement.
If so specified in the prospectus supplement, the purchase of the assets
of the trust for a series may be effected by an exchange of notes with the
seller of such assets of the trust.
Legal Aspects of the Housing Loans
The following discussion is a summary of the material legal aspects of
Australian retail housing loans and mortgages. It is not an exhaustive
analysis of the relevant law. Some of the legal aspects are governed by the
law of the applicable State or Territory. Laws may differ between States and
Territories. The summary does not reflect the laws of any particular
jurisdiction or cover all relevant laws of all jurisdictions in which a
mortgaged property may be situated, although it reflects the material aspects
of the applicable Australian Federal laws and the laws of New South Wales,
without referring to any specific legislation of that State.
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General
There are two parties to a mortgage. The first party is the mortgagor,
who is either the borrower and homeowner or, where the relevant loan is
guaranteed and the guarantee is secured by a mortgage, the guarantor. The
mortgagor grants the mortgage over their property. The second party is the
mortgagee, who is the lender. Generally, each housing loan will be secured by a
mortgage which has a first ranking priority over all other mortgages granted by
the relevant borrower and over all unsecured creditors of the borrower, except
in respect of certain statutory rights such as some rates and taxes, which are
granted statutory priority. If the housing loan is not secured by a first
ranking mortgage the seller will equitably assign to the issuer trustee all
prior ranking registered mortgages in relation to that housing loan. Each
borrower under the housing loan is prohibited under the loan and mortgage
documents from creating another mortgage or other security interest over the
relevant mortgaged property without the consent of Westpac.
Nature of Housing Loans as Security
There are a number of different forms of title to land in Australia. The
most common form of title in Australia is "Torrens title." Only land which is
"Torrens title" land may be used to secure housing loans assigned to the
trusts, and thus constitute mortgaged property.
"Torrens title" land is freehold or leasehold title, interests in which
are created by registration in one or more central land registries of the
relevant State or Territory. Each parcel of land is represented by a specific
certificate of title. The original certificate is retained by the registry, and
in most States a duplicate certificate is issued to the owner. Any dealing with
the relevant land is carried out by pro forma instruments which become
effective on registration.
Ordinarily the relevant certificate of title, or any registered plan
referred to in it, will reveal the position and dimensions of the land, the
present owner, and any leases, mortgages, registered easements and other
dealings to which it is subject. The certificate is conclusive evidence, except
in limited circumstances, such as fraud, of the matters stated in it.
Some Torrens title property securing housing loans will be "strata title"
or "urban leasehold."
Strata title
"Strata title" was developed to enable the creation of, and dealings
with, apartment units which are similar to condominiums in the United States,
and is governed by the legislation of the State or Territory in which the
property is situated. Under strata title, each proprietor has title to, and may
freely dispose of, their apartment unit. Certain parts of the property, such as
the land on which the building is erected, the stairwells, entrance lobbies and
the like, are known as "common property" and are held by a "body corporate" for
the benefit of the individual proprietors. All proprietors are members of the
body corporate, which is vested with the control, management and administration
of the common property and the strata scheme generally, including the rules
governing the apartment block, for the benefit of the proprietors.
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Only Torrens title land can be the subject of strata title in this way,
and so the provisions referred to in this section in relation to Torrens title
apply to the title in an apartment unit held by a strata proprietor.
Urban Leasehold
All land in the Australian Capital Territory is owned by the Commonwealth
of Australia and is subject to a leasehold system of land title known as urban
leasehold. Mortgaged property in that jurisdiction comprises a Crown lease and
developments on the land are subject to the terms of that lease. Any lease of
this type:
. cannot have a term exceeding 99 years, although the term can be
extended under a straightforward administrative process in which the
only qualification to be considered is whether the land may be
required for a public purpose; and
. where it involves residential property, is subject to a nominal rent
of 5 cents per annum on demand.
As with other Torrens title land, the borrower's leasehold interest in
the land is entered in a central register and the borrower may deal with its
leasehold interest, including granting a mortgage over the property, without
consent from the government.
In all cases where mortgaged property consists of a leasehold interest,
the unexpired term of the lease exceeds the term of the housing loan secured by
that mortgaged property.
Leasehold property may become subject to native title claims. Native
title was only recognized by Australian courts in 1992. Native title to
particular property is based on the traditional laws and customs of indigenous
Australians and is not necessarily extinguished by grants of Crown leases over
that property. The extent to which native title exists over property, including
property subject to a Crown lease, depends on how that property was previously
used by the indigenous claimants asserting native title, and whether the native
title has been extinguished by the granting of the leasehold interest. To give
statutory recognition to indigenous Australians' common law rights and to
resolve a number of land management issues, the Commonwealth legislated the
Native Title Act in 1993, and amended it in 1998. The amended Native Title Act
contains a schedule of tenure that extinguishes native title, which includes
residential leases. Although there are a number of test cases before the
courts, the current view is a lease entered into on or before December 23, 1996
which confers the right of exclusive possession over the property, which is
typically the case with residential leases, will extinguish native title over
the relevant property. Whether a lease confers exclusive possession will depend
on a construction of the lease and the legislation under which the lease was
granted. The prospectus supplement for each series will identify the percentage
of housing loans secured by mortgaged properties which are located in the
Australian Capital Territory, and thus are leasehold interests.
Taking Security Over Land
The law relating to the granting of securities over real property is
complicated by the fact that each State and Territory has separate governing
legislation. The following is a brief overview of some issues involved in
taking security over land.
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Under Torrens title, registration of a mortgage using the prescribed form
executed by the mortgagor is required in order for the mortgagee to obtain both
the remedies of a mortgagee granted by statute and the relevant priorities
against other secured creditors. To this extent, the mortgagee is said to have
a legal or registered title. However, registration does not transfer title in
the property and the mortgagor remains as legal owner. Rather, the Torrens
mortgage operates as a statutory charge. The mortgagee does not obtain an
estate in the property but does have an interest in the land which is marked on
the register and the certificate of title for the property. A search of the
register by any subsequent creditor or proposed creditor will reveal the
existence of the prior mortgage.
In most States and Territories, a mortgagee will retain a duplicate
certificate of title which mirrors the original certificate of title held at
the relevant land registry office. Although the certificate is not a document
of title as such, the procedure for replacement is sufficiently onerous to act
as a deterrent against most mortgagor fraud. Failure to retain the certificate
may in certain circumstances constitute negligent conduct resulting in a
postponement of the mortgagee's priority to a later secured creditor.
In Queensland, under the Land Title Act 1994, duplicate certificates of
title are no longer issued to mortgagees as a matter of practice. A record of
the title is stored on computer at the land registry office and the mortgage is
registered on that computerized title.
Once the mortgagor has repaid his or her debt, a discharge executed by
the mortgagee is lodged with the relevant registrar by the mortgagor or the
mortgagee and the mortgage is noted as having been released.
Westpac as Mortgagee
Westpac is, and until a Title Perfection Event occurs intends to remain,
the registered mortgagee of all the mortgages. The borrowers will not be aware
of the equitable assignment of the housing loans and mortgages to the issuer
trustee.
Prior to any Title Perfection Event, Westpac or the servicer, will
undertake any necessary enforcement action with respect to defaulted housing
loans and mortgages. Following a Title Perfection Event, the issuer trustee is
entitled, under an irrevocable power of attorney granted to it by Westpac, to
be registered as mortgagee of the mortgages. Until that registration is
achieved, the issuer trustee or the trust manager is entitled, but not
obligated, to lodge caveats on the register to publicly notify its interest in
the mortgages.
Enforcement of Registered Mortgages
Subject to the discussion in this section, if a borrower defaults under a
housing loan the loan documents provide that all moneys under the housing loan
may be declared immediately due and payable. In Australia, a lender may sue to
recover all outstanding principal, interest and fees under the borrower's
personal covenant to repay those amounts as set forth in the loan documents. In
addition, the lender may enforce a registered mortgage in relation to the
defaulted loan. Enforcement may occur in a number of ways, including any of the
following:
. The mortgagee may enter into possession of the property. If it does
so, it does so in its own right and not as agent of the mortgagor,
and so may be personally
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liable for mismanagement of the property and to third parties as
occupier of the property.
. The mortgagee may, in limited circumstances, lease the property to
third parties.
. The mortgagee may foreclose on the property. Under foreclosure
procedures, the mortgagor's title to the property is extinguished so
that the mortgagee becomes the absolute owner of the property, a
remedy that is, because of procedural constraints, rarely used. If
the mortgagee forecloses on the property, it loses the right to sue
the borrower under the personal covenant to repay and can look only
to the value of the property for satisfaction of the debt.
. The mortgagee may appoint a receiver to deal with income from the
property or exercise other rights delegated to the receiver by the
mortgagee. A receiver is the agent of the mortgagor and so, unlike
when the mortgagee enters possession of property, in theory the
mortgagee is not liable for the receiver's acts or as occupier of the
property. In practice, however, the receiver will require indemnities
from the mortgagee that appoints it.
. The mortgagee may sell the property, subject to various duties to
ensure that the mortgagee exercises proper care in relation to the
sale. This power of sale is usually expressly contained in the
mortgage documents, and is also implied in registered mortgages under
the relevant Torrens title legislation. The Torrens title legislation
prescribes certain forms and periods of notice to be given to the
mortgagor prior to enforcement.
A sale under a mortgage may be by public auction or private treaty. Once
registered, the purchaser of property sold pursuant to a mortgagee's power of
sale becomes the absolute owner of the property.
A mortgagee's ability to call in all amounts under a housing loan or
enforce a mortgage which is subject to the Consumer Credit Code is limited by
various demand and notice procedures which must be followed. For example, as a
general rule enforcement cannot occur unless the relevant default is not
remedied within 30 days after a default notice is given. Borrowers may also be
entitled to initiate negotiations with the mortgagee for a postponement of
enforcement proceedings.
Penalties and Prohibited Fees
Australian courts will not enforce an obligation of a borrower to pay
default interest on delinquent payments if the court determines that the
relevant default interest rate is a penalty. Some jurisdictions prescribe a
maximum recoverable interest rate, although most do not specify a threshold
rate to determine what is a penalty. In those circumstances, whether a rate is
a penalty or not will be determined by reference to such factors as prevailing
market interest rates. The Consumer Credit Code does not impose a limit on the
rate of default interest, but if a rate is too high, the borrower may be
entitled to have the loan agreement re-opened on the ground that it is unjust.
Under the Corporations Law, the liquidator of a company may avoid a loan under
which an extortionate interest rate is levied.
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The Consumer Credit Code requires that any fee or charge to be levied by
lender must be provided for in the contract, otherwise it cannot be levied. The
regulations under the Consumer Credit Code may also prohibit certain fees and
charges. The Consumer Credit Code also requires that establishment fees,
termination fees and prepayment fees be reasonable, or they may be reduced or
set aside.
Bankruptcy
The insolvency of a natural person is governed by the provisions of the
Bankruptcy Act 1966 of Australia, which is a Federal statute. Generally,
secured creditors of a natural person, such as mortgagees under real property
mortgages, stand outside the bankruptcy. That is, the property of the bankrupt
which is available for distribution by the trustee in bankruptcy does not
include the secured property. The secured creditor may prove, or file a claim,
in the bankruptcy proceeding as an unsecured creditor in a number of
circumstances, including if they have realized the related mortgaged property
and their debt has not been fully repaid, in which case they can prove for the
unpaid balance.
Certain dispositions of property by a bankrupt may be avoided by a
trustee in bankruptcy. These include where:
. the disposition was made to defraud creditors; or
. the disposition was made by an insolvent debtor within 6 months of
the petition for bankruptcy and that disposition gave a preference to
an existing creditor over at least one other creditor.
The insolvency of a company is governed by the Corporations Law of the
relevant Australian jurisdiction. Again, secured creditors generally stand
outside the insolvency. However, a liquidator may avoid a mortgage which is
voidable under the Corporations Law because it is an uncommercial transaction,
or an unfair preference to a creditor or a transaction for the purpose of
defeating creditors, and that transaction occurred:
. when the company was insolvent, or an act is done to give effect to
the transaction when the company is insolvent, or the company becomes
insolvent because of the transaction or the doing of an act to give
effect to the transaction; and
. within a prescribed period prior to the commencement of the winding
up of the company.
The liquidator may also avoid a loan under which an extortionate interest
rate is levied.
Environmental Considerations
Real property which is mortgaged to a lender may be subject to unforeseen
environmental problems, including land contamination. Environmental legislation
which deals with liability for such problems exists at both State and Federal
levels, although the majority of relevant legislation is imposed by the States.
No Australian statute expressly
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imposes liability on "passive" lenders or security holders for environmental
matters, and some States expressly exclude such liability. However, liability
in respect of environmentally damaged land, which liability may include the
cost of rectifying the damage, may attach to a person who is, for instance, an
owner, occupier or person in control of the relevant property. In some but not
all States, lenders are expressly excluded from the definitions of one or more
of these categories.
Merely holding security over property will not convert a lender into an
occupier. However, a lender or receiver who takes possession of contaminated
mortgaged property or otherwise enforces its security may be liable as an
occupier.
Some environmental legislation provides that security interests may be
created over contaminated or other affected property to secure payment of the
costs of any necessary rectification of the property. The security interests
may have priority over pre-existing mortgages.
To the extent that the issuer trustee or a receiver appointed on the
issuer trustee's behalf incurs any of these liabilities, it will be entitled to
be indemnified out of the assets of the trust.
Insolvency Considerations
Each transaction is designed to mitigate insolvency risk. For example,
the equitable assignment of the housing loans by Westpac to the issuer trustee
should ensure that the housing loans are not assets available to the liquidator
or creditors of Westpac in the event of an insolvency of Westpac. Similarly,
the assets in the trust should not be available to other creditors of the
issuer trustee in its personal capacity or as trustee of any other trust in the
event of an insolvency of the issuer trustee.
If any Insolvency Event occurs with respect to the issuer trustee, the
security trust deed may be enforced by the security trustee at the direction of
the Voting Mortgagees. See "Description of the Transaction Documents--Voting
Procedures--Enforcement of the Charge". The security created by the security
trust deed will stand outside any liquidation of the issuer trustee, and the
assets the subject of that security will not be available to the liquidator or
any creditor of the issuer trustee, other than a creditor which has the benefit
of the security trust deed, until the secured obligations have been satisfied.
The proceeds of enforcement of the security trust deed are to be applied by the
security trustee as set out in "Description of the Transaction Documents--
Voting Procedures--Priorities under the Security Trust Deed." If the proceeds
from enforcement of the security trust deed are not sufficient to redeem the
notes in full, some or all of the noteholders will incur a loss.
Tax Treatment of Interest on Australian Housing Loans
Under Australian law, interest on loans used to purchase a person's
primary place of residence is not ordinarily deductible for taxation purposes.
Conversely, interest payments on loans and other non-capital expenditures
relating to non-owner occupied residential properties that generate taxable
income are generally allowable as tax deductions.
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Consumer Credit Code
The majority of the housing loans are regulated by the Consumer Credit
Code. Under the Consumer Credit Code, a borrower has the right to apply to a
court to do the following, among other things:
. vary the terms of a housing loan on the grounds of hardship or that
it is an unjust contract;
. reduce or cancel any interest rate payable on a housing loan if the
interest rate is changed in a way which is unconscionable;
. have certain provisions of a housing loan which are in breach of the
legislation declared unenforceable;
. obtain an order for a civil penalty against the lender in relation to
a breach of certain key requirements of the Consumer Credit Code, the
amount of which may be set off against any amount payable by the
borrower under the applicable housing loan; or
. obtain additional restitution or compensation from the lender for
breaches of the Consumer Credit Code in relation to a housing loan or
mortgage.
The issuer trustee will become liable for compliance with the Consumer
Credit Code if it acquires legal title to the housing loans. It will take this
legal title subject to any breaches of the Consumer Credit Code by the lender.
In particular, once the issuer trustee acquires legal title it may become
liable to orders of the type referred to in the last two bullet points listed
above in relation to breaches of the Consumer Credit Code. Criminal fines may
be imposed on the seller in respect of breaches of the Consumer Credit Code by
it while it held legal title to the housing loans. In addition, a mortgagee's
ability to enforce a mortgage which is subject to the Consumer Credit Code is
limited by various demand and notice procedures which must be followed. Any
order under the Consumer Credit Code may affect the timing or amount of
interest or principal payments or repayments under the relevant housing loan,
which might in turn affect the timing or amount of interest or principal
payments or repayments to the noteholders under the notes. For example, as a
general rule enforcement cannot occur unless the relevant default is not
remedied within 30 days after a default notice is given. Borrowers may also be
entitled to initiate negotiations with the mortgagee for a postponement and
enforcement proceedings.
Westpac will indemnify the issuer trustee against any loss the issuer
trustee may incur as a result of a failure by the seller to comply with the
Consumer Credit Code in respect of a housing loan or related mortgage.
Westpac will give certain representations and warranties that the housing
loans and related mortgagees comply in all material respects with the Consumer
Credit Code in force at the time documents were executed. The Servicer has
undertaken to comply with the Consumer Credit Code in connection with servicing
the housing loans and related mortgages where failure to do so would result in
an event which will materially and adversely affect the amount of any payment
to be made to any noteholder, or will materially and adversely affect
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the timing of such payment. In some circumstances the issuer trustee may have
the right to claim damages from Westpac or the Servicer, as the case may be,
where the issuer trustee suffers a loss in connection with a breach of the
Consumer Credit Code which is caused by a breach of a relevant representation
or undertaking.
United States Federal Income Tax Matters
Overview
The following is a summary of the material United States Federal income
tax consequences of the purchase, ownership and disposition of the notes by any
series or class investors who are subject to United States Federal income tax.
This summary is based upon current provisions of the Internal Revenue Code of
1986, as amended, proposed, temporary and final Treasury regulations under the
Code, and published rulings and court decisions, all of which are subject to
change, possibly retroactively, or to a different interpretation at a later
date by a court or by the IRS. The parts of this summary which relate to
matters of law or legal conclusions represent the opinion of Mayer, Brown &
Platt, special United States Federal tax counsel for the issuer trustee, and
are as qualified in this summary. We have not sought and will not seek any
rulings from the IRS about any of the United States Federal income tax
consequences we discuss, and we cannot assure you that the IRS will not take
contrary positions.
Mayer, Brown & Platt has prepared or reviewed the statements under the
heading "United States Federal Income Tax Matters" and is of the opinion that
these statements discuss all material United States Federal income tax
consequences to investors generally of the purchase, ownership and disposition
of the notes. However, the following discussion does not discuss and Mayer,
Brown & Platt is unable to opine as to the unique tax consequences of the
purchase, ownership and disposition of the notes by investors that are given
special treatment under the United States Federal income tax laws, including:
. banks and thrifts;
. insurance companies;
. regulated investment companies;
. dealers in securities;
. investors that will hold the notes as a position in a "straddle" for
tax purposes or as a part of a "synthetic security," "conversion
transaction" or other integrated investment comprised of the notes
and one or more other investments;
. foreign investors;
. trusts and estates; and
. pass-through entities, the equity holders of which are any of the
foregoing.
Additionally, the discussion regarding the notes is limited to the United
States Federal income tax consequences to the initial investors and not to a
purchaser in the
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secondary market and to investors who will hold the notes as "capital assets"
within the meaning of Section 1221 of the Code.
It is suggested that prospective investors consult their own tax advisors
about the United States Federal, State, local, foreign and any other tax
consequences to them of the purchase, ownership and disposition of the notes,
including the advisability of making any election discussed under "Market
Discount".
Unless otherwise specified in the prospectus supplement, it is
anticipated that the issuer trustee will not be indemnified for any United
States Federal income taxes that may be imposed upon it, and the imposition of
these taxes on the trust could result in a reduction in the amounts available
for distributions to the holders of notes.
We will agree, and if you purchase notes of any class or series, you will
agree by your purchase of the notes, to treat the notes as debt for United
States Federal, State and local income and franchise tax purposes. In the
opinion of Mayer, Brown & Platt, for United States Federal income tax purposes,
the notes will be characterized as debt of the issuer trustee. Each noteholder,
by the acceptance of a note, will agree to treat the notes as indebtedness for
Federal income tax purposes.
General
OID, Indexed Securities, etc. The discussion below assumes that all
payments on the notes are denominated in U.S. dollars, and that the notes are
not indexed securities or strip notes. Additionally, the discussion assumes
that the interest formula for the notes meets the requirements for "qualified
stated interest" under Treasury regulations, called the "OID Regulations,"
relating to original issue discount, or "OID." This discussion assumes that any
OID on the notes is a de minimis amount, within the meaning of the OID
Regulations. Under the OID Regulations, the notes will have OID to the extent
the principal amount of the notes exceeds their issue price. Further, if the
notes have any OID, it will be de minimis if it is less than 1/4% of the
principal amount of the notes multiplied by the number of full years included
in their term. If these conditions are not satisfied with respect to any given
series of notes and as a result the notes are treated as issued with OID,
additional tax considerations for these notes will be disclosed in the
applicable prospectus supplement.
Interest Income on the Notes
Based on the above assumptions, except as discussed below, the notes will
not be considered issued with OID. If you buy notes, you will be required to
report as ordinary interest income the stated interest on the notes when
received or accrued in accordance with your method of tax accounting. Under the
OID Regulations, if you hold a note issued with a de minimis amount of OID, you
must include this OID in income, on a pro rata basis, as principal payments are
made on the note. If you purchase a note for more or less than its principal
amount, you will generally be subject, respectively, to the premium
amortization or market discount rules of the Code, discussed below.
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If you have purchased a note that has a fixed maturity date of not more
than one year from the issue date of the note, called a "Short-Term Note," you
may be subject to special rules. Under the OID Regulations, all stated interest
on a Short-Term Note will be treated as OID. If you are an accrual basis holder
of a Short-Term Note or a cash basis holder specified in Section 1281 of the
Code, including regulated investment companies, you will generally be required
to report interest income as OID accrues on a straight-line basis over the term
of each Interest Period. If you are a cash basis holder of a Short-Term Note
other than those specified in Section 1281, you will, in general, be required
to report interest income as interest is paid, or, if earlier, upon the taxable
disposition of the Short-Term Note. However, if you are a cash basis holder of
a Short-Term Note reporting interest income as it is paid, you may be required
to defer a portion of any interest expense otherwise deductible on indebtedness
incurred to purchase or carry the Short-Term Note. This interest expense would
be deferred until the taxable disposition of the Short-Term Note. If you are a
cash basis taxpayer, you may elect under Section 1281 of the Code to accrue
interest income on all nongovernment debt obligations with a term of one year
or less. If you have so elected, you would include OID on the Short-Term Note
in income as it accrues, but you would not be subject to the interest expense
deferral rule. Special rules not discussed in this summary apply to a Short-
Term Note purchased for more or less than its principal amount.
Sale of Notes
If you sell a note, you will recognize gain or loss in an amount equal to
the difference between the amount realized on the sale, other than amounts
attributable to, and taxable as, accrued interest, and your adjusted tax basis
in the note. Your adjusted tax basis in a note will equal your cost for the
note, decreased by any amortized premium and any payments other than interest
made on the note and increased by any market discount or OID included in your
income. Any gain or loss will generally be a capital gain or loss, other than
amounts representing accrued interest or market discount, and will be long-term
capital gain or loss if the note was held as a capital asset for more than one
year. In the case of an individual taxpayer, the maximum long-term capital
gains tax rate is lower than the maximum ordinary income tax rate. Any capital
losses realized may be deducted by a corporate taxpayer only to the extent of
capital gains and by an individual taxpayer only to the extent of capital gains
plus $3,000 of other U.S. income. In the case of an individual taxpayer, any
capital gain on the sale of a note will be taxed at a maximum rate of 39.6% if
the note is held for not more than 12 months and at a maximum rate of 20% if
the note is held for more than 12 months.
Market Discount
You will be considered to have acquired a note at a "market discount" to
the extent the remaining principal amount of the note exceeds your tax basis in
the note, unless the excess does not exceed a prescribed de minimis amount. If
the excess exceeds the de minimis amount, you will be subject to the market
discount rules of Sections 1276 and 1278 of the Code with regard to the note.
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In the case of a sale or other disposition of a note subject to the
market discount rules, Section 1276 of the Code requires that gain, if any,
from the sale or disposition be treated as ordinary income to the extent the
gain represents market discount accrued during the period the note was held by
you, reduced by the amount of accrued market discount previously included in
income. In addition, if you dispose of a note by gift, and in certain other
circumstances, you may be required to recognize market discount income,
computed as if the note had been sold for its fair market value.
In the case of a partial principal payment on a note subject to the
market discount rules, Section 1276 of the Code requires that the payment be
included in ordinary income to the extent the payment does not exceed the
market discount accrued during the period the note was held by you, reduced by
the amount of accrued market discount previously included in income.
Generally, market discount accrues under a straight line method, or, at
the election of the taxpayer, under a constant interest rate method. However,
in the case of bonds with principal payable in two or more installments, such
as the notes, the manner in which market discount is to be accrued will be
described in Treasury regulations not yet issued. Until these Treasury
regulations are issued, you should follow the explanatory conference committee
Report to the Tax Reform Act of 1986 for your accrual of market discount. This
Conference Committee Report indicates that holders of these obligations may
elect to accrue market discount either on the basis of a constant interest rate
or as follows:
. for those obligations that have OID, market discount shall be deemed
to accrue in proportion to the accrual of OID for any accrual period;
and
. for those obligations which do not have OID, the amount of market
discount that is deemed to accrue is the amount of market discount
that bears the same ratio to the total amount of remaining market
discount that the amount of stated interest paid in the accrual
period bears to the total amount of stated interest remaining to be
paid on the obligation at the beginning of the accrual period.
Under Section 1277 of the Code, if you incur or continue debt that is
used to purchase a note subject to the market discount rules, and the interest
paid or accrued on this debt in any taxable year exceeds the interest and OID
currently includible in income on the note, deduction of this excess interest
must be deferred to the extent of the market discount allocable to the taxable
year. The deferred portion of any interest expense will generally be deductible
when the market discount is included in income upon the sale, repayment, or
other disposition of the indebtedness.
Section 1278 of the Code allows a taxpayer to make an election to include
market discount in gross income currently. If an election is made, the
previously described rules of Sections 1276 and 1277 of the Code will not apply
to the taxpayer.
Due to the complexity of the market discount rules, we suggest that you
consult your tax advisors as to the applicability and operation of these rules.
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Premium
You will generally be considered to have acquired a note at a premium if
your tax basis in the note exceeds the remaining principal amount of the note.
In that event, if you hold a note as a capital asset, you may amortize the
premium as an offset to interest income under Section 171 of the Code, with
corresponding reductions in your tax basis in the note if you have made an
election under Section 171 of the Code. Generally, any amortization is on a
constant yield basis. However, in the case of bonds with principal payable in
two or more installments, like the notes, the previously discussed conference
report, which indicates a Congressional intent that amortization be in
accordance with the rules that will apply to the accrual of market discount on
these obligations should be followed.
Backup Withholding Taxes
Backup withholding taxes will be imposed on payments to you at the rate
of 31% on interest paid, and OID accrued, if any, on the notes if, upon
issuance, you fail to supply the trust manager or its broker with a certified
statement, under penalties of perjury, containing your name, address, correct
taxpayer identification number, and a statement that you are not required to
pay backup withholding. Exempt investors, such as corporations, tax-exempt
organizations, qualified pension and profit sharing trusts, individual
retirement accounts or non-resident aliens who provide certification of their
status as non-resident are not subject to backup withholding. Information
returns will be sent annually to the IRS by the trust manager and to you
stating the amount of interest paid, OID accrued, if any, and the amount of tax
withheld from payments on the notes. We suggest that you consult your tax
advisors about your eligibility for, and the procedure for obtaining, exemption
from backup withholding.
Recently, the Treasury Department issued new regulations which modify the
backup withholding and information reporting rules described in this section.
The new regulations will generally be effective for payments made after
December 31, 2000, subject to transition rules. We suggest that you consult
your own tax advisors regarding these new regulations.
Australian Tax Matters
Australian Taxation
The following is a summary of the material Australian tax consequences of
the purchase, ownership and disposition of the notes to holders who are not
residents of Australia for Australian tax purposes and who purchase securities
upon original issuance at the stated offering price and hold the notes as
capital assets. The statements of law or legal conclusions in this summary
represent the opinion of Allen Allen & Hemsley, Australian tax counsel to the
trust manager, on the basis of Australian law as in effect on the date of this
prospectus, which is subject to change, possibly with retroactive effect.
Each prospective investor should consult his or her own tax advisors
concerning the tax consequences, in their particular circumstances, of the
purchase, ownership and disposition of the notes.
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Interest Withholding Tax
Interest paid by a resident of Australia, such as the issuer trustee, to
a non-resident of Australia is ordinarily subject to interest withholding tax
at the rate of 10% of the gross amount of the interest. An exemption from this
withholding tax is available under section 128F of the Income Tax Assessment
Act 1936 as amended ("Tax Act") in respect of interest payable on securities
where the securities satisfy a public offer test (as to which see below). Any
of the notes which, at the time of issue, the issuer trustee knew or had
reasonable grounds to suspect were being or would later be acquired directly or
indirectly by an associate of the issuer trustee, other than as a dealer,
manager or underwriter, would not qualify for this exemption, nor would
interest qualify for this exemption if paid to an associate of the issuer
trustee who, at the time of payment, the issuer trustee knows or has reasonable
grounds to suspect is such an associate.
There are five principal methods of satisfying the public offer test, the
purpose of which is to ensure that lenders or investors in capital markets are
aware that the securities are being offered for issue or subscription. In
summary, the five methods are offers to 10 or more unrelated financiers or
securities dealers; offers to 100 or more investors; offers of securities which
are listed on certain stock exchanges; offers that result from information
available publicly on automated quotation systems or other means used to
disseminate market information; and offers to dealers, managers or underwriters
who in turn offer the securities for sale within 30 days by one of the
preceding methods. In addition, the issue of a global bond or note and the
offer of interests in the global bond or note by one of these methods can
generally satisfy the public offer test.
The issuer trustee proposes that issues of the notes would be made in
manner which would satisfy the public offer test (or the requirements for
exemption in respect of a global bond or note) and would otherwise meet the
requirements for exemption from withholding tax under section 128F of the Tax
Act.
If the requirements for exemption under section 128F of the Tax Act are
met with respect to the notes, payments of principal, interest and any premium
made to a holder of the notes who is not a resident of Australia and who does
not carry on business through a permanent establishment in Australia, will not
be subject to Australian income or withholding taxes.
Sale or Retirement
A holder of the notes who is not a resident of Australia and who does not
carry on business through a permanent establishment in Australia will not be
subject to Australian income or capital gains tax on any gains or profits made
on the sale or retirement of the securities, provided such gains or profits do
not have an Australian source. A gain arising on the sale of the notes by a
non-Australian resident holder, where the sale and all negotiations for and
documentation of the sale are conducted and executed outside Australia, would
not usually be regarded as having an Australian source.
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Amounts of Discount, Premium, etc.
The applicable prospectus supplement will contain a discussion of any
special Australian tax consequences not discussed herein applicable to the
notes being offered thereby, such as the special rules applicable to the sale
to an Australian resident of securities which were issued at a discount to the
amount payable upon redemption or which require the payment of a premium on
redemption.
Goods and Services Tax
From July 1, 2000, a Goods and Services Tax will apply in Australia. If
an entity makes any taxable supplies on or after July 1, 2000 it will have to
pay goods and services tax equal to 1/11th of the total consideration received
for the supplies.
In the case of supplies by the issuer trustee, if the supply is:
. "GST free", the issuer trustee does not pay a goods and services tax
on the supply and can obtain input tax credits for goods and services
taxes paid on things acquired to make the supply; or
. "input taxed", which includes financial supplies, the issuer trustee
does not pay a goods and services tax on the supply, but is not
entitled to input tax credits for goods and services tax paid on
things acquired to make the supply. In some circumstances a "reduced
input tax credits" may be available.
On the basis of the current goods and services tax legislation, the issue
of notes and the payment of interest or principal on notes to you will not be
taxable supplies.
Services provided to the issuer trustee will be a mixture of taxable and
input taxed supplies for goods and services tax purposes. If a supply is
taxable, the supplier has the primary obligation to account for goods and
services tax in respect of that supply and must rely on a contractual provision
to recoup that goods and services tax from the issuer trustee. Under the
supplementary terms notice, certain fees paid by the issuer trustee, namely the
manager's fee, the issuer trustee's fee, the security trustee's fee and the
servicer's fee, will only be able to be increased by reference to the
supplier's goods and services tax liability, if any, if:
. the issuer trustee, the manager and the recipient of the relevant fee
agree, which agreement shall not be unreasonably withheld; and
. the increase will not result in the downgrading or withdrawal of the
rating of any notes.
The issuer trustee may not be entitled to a full input tax credit where
fees payable by the issuer trustee are treated as the consideration for a
taxable supply or are increased by reference to the relevant supplier's goods
and services tax liability. The issuer trustee may not be entitled to a full
input tax credit for that increase and the Trust Expenses will increase,
resulting in a decrease in funds available to the trust to pay interest on the
notes.
The goods and services tax may increase the cost of repairing or
replacing damaged properties offered as security for housing loans. However, it
is a condition of Westpac's loan contract and mortgage documentation that the
borrower must maintain full replacement value property insurance at all times
during the loan term.
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The goods and services tax legislation, in certain circumstances, treats
the issuer trustee as making a taxable supply if it enforces security by
selling the mortgaged property and applying the proceeds of sale to satisfy the
housing loan. The issuer trustee will have to account for goods and services
tax out of the sale proceeds with the result that the remaining sale proceeds
may be insufficient to cover the unpaid balance of the related loan. However,
the general position is that a sale of residential property is an input taxed
supply for goods and services tax purposes and so the enforced sale of property
which secures the housing loans will generally not be treated as a taxable
supply under these provisions. As an exception, the issuer trustee may still
have to account for goods and services tax out of the proceeds of sale
recovered when a housing loan is enforced where the borrower is an enterprise
which is registered for goods and services tax purposes, uses the mortgaged
property as an asset of its enterprise and any of the following are relevant:
. the property is no longer being used as a residence; or
. the property is used as commercial residential premises such as a
hostel or boarding house; or
. the borrower is the first vendor of the property--the borrower built
the property; or
. the mortgaged property has not been used predominantly as a
residence.
Because the issuer trustee is an insured party under the mortgage
insurance policies, it may in certain limited circumstances have to account for
goods and services tax in respect of any claim payment received. Generally, if
certain compliance procedures have been followed, the insured does not have to
account for goods and services tax in respect of the claim payment.
Any reduction as a result of goods and services tax in the amount
recovered by the issuer trustee when enforcing the housing loans will decrease
the funds available to the trust to pay you to the extent not covered by the
mortgage insurance policies. The extent to which the issuer trustee is able to
recover an amount on account of the goods and services tax, if any, payable on
the proceeds of sale in the circumstances described in this section, will
depend on the terms of the related mortgage insurance policy.
Other Taxes
Under current Australian law, there are no gift, estate or other
inheritance taxes or duties. No stamp, issue, registration or similar taxes are
payable in Australia in connection with the issue of notes. No Australian stamp
duty should be payable on a transfer of, or an agreement to transfer, the notes
if the transfer or agreement is executed outside Australia.
Tax Reform Proposals
Under present tax laws, the issuer trustee is not liable to income tax in
respect of the income of the trust. The Australian government has proposed to
amend the law from July 1, 2001 to tax trusts as companies. No legislation or
detail in respect of the proposal, has yet been made available by the
Australian government, and therefore it is not possible to
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determine whether the proposal will affect the transactions contemplated in
respect of the notes or the manner in which it might affect those transactions.
In particular, it is not possible to determine whether the implementation of
the proposal could result in the issuer trustee having less funds available to
meet its obligations, including its obligations to noteholders.
Enforcement of Foreign Judgments in Australia
Westpac Securitisation Management Pty Limited is an Australian
proprietary company incorporated with limited liability under the Corporations
Law. Any final and conclusive judgment of any New York State or United States
Federal Court sitting in the Borough of Manhattan in the City of New York
having jurisdiction recognized by the relevant Australian jurisdiction in
respect of an obligation of Westpac Securitisation Management Pty Limited in
respect of a note, which is for a fixed sum of money and which has not been
stayed or satisfied in full, would be enforceable by action against Westpac
Securitisation Management Pty Limited in the courts of the relevant Australian
jurisdiction without a re-examination of the merits of the issues determined by
the proceedings in the New York State or United States Federal Court, as
applicable, unless:
. the proceedings in New York State or United States Federal Court, as
applicable, involved a denial of the principles of natural justice;
. the judgment is contrary to the public policy of the relevant
Australian jurisdiction;
. the judgment was obtained by fraud or duress or was based on a clear
mistake of fact;
. the judgment is a penal or revenue judgment; or
. there has been a prior judgment in another court between the same
parties concerning the same issues as are dealt with in the judgment
of the New York State or United States Federal Court, as applicable.
A judgment by a court may be given in some cases only in Australian
dollars. Westpac Securitisation Management Pty Limited expressly submits to the
jurisdiction of New York State and United States Federal Courts sitting in the
Borough of Manhattan in the City of New York for the purpose of any suit,
action or proceeding arising out of this offering. Westpac Securitisation
Management Pty Limited has appointed Lewis E. Love, Jr., its Director and
Secretary, 575 Fifth Avenue, 39th Floor, New York, New York 10017-2422, as its
agent upon whom process may be served in any such action.
The directors and executive officers of Westpac Securitisation Management
Pty Limited, and certain experts named in this prospectus, may reside outside
the United States in the Commonwealth of Australia. Substantially all or a
substantial portion of the assets of all or many of such persons are located
outside the United States. As a result, it may not be possible for holders of
the notes to effect service of process within the United States upon such
persons or to enforce against them judgments obtained in United States courts
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predicated upon the civil liability provisions of Federal securities laws of
the United States. Westpac Securitisation Management Pty Limited has been
advised by its Australian counsel Allen Allen & Hemsley, that, based on the
restrictions discussed in this section, there is doubt as to the enforceability
in the Commonwealth of Australia, in original actions or in actions for
enforcement of judgments of United States courts, of civil liabilities
predicated upon the Federal securities laws of the United States.
ERISA Considerations
Subject to the considerations discussed in this section and in the
prospectus supplement and unless otherwise stated in the prospectus supplement,
the notes are eligible for purchase by employee benefit plans.
Section 406 of the Employee Retirement Income Security Act and Section
4975 of the Internal Revenue Code prohibit a pension, profit-sharing or other
employee benefit plan, as well as an individual retirement account or keogh
plan, from engaging in certain transactions with persons that are "parties in
interest" under ERISA or "disqualified persons" under the Code with respect to
these benefit plans. A violation of these "prohibited transaction" rules may
result in an excise tax or other penalties and liabilities under ERISA and the
Code for these persons. Title I of ERISA also requires that fiduciaries of a
benefit plan subject to ERISA make investments that are prudent, diversified
(unless clearly prudent not to do so), and in accordance with governing plan
documents.
Some transactions involving the purchase, holding or transfer of the
notes might be deemed to constitute prohibited transactions under ERISA and the
Code if assets of the trust were deemed to be assets of a benefit plan. Under a
regulation issued by the United States Department of Labor, the assets of the
trust would be treated as plan assets of a benefit plan for the purposes of
ERISA and the Code only if the benefit plan acquires an "equity interest in the
trust and none of the exceptions contained in the regulation is applicable. An
equity interest is defined under the regulation as an interest in an entity
other than an instrument which is treated as indebtedness under applicable
local law and which has no substantial equity features. Although there can be
no assurances in this regard, unless otherwise indicated in the prospectus
supplement, it appears that, at the time of their initial issuance, the notes
should be treated as debt without substantial equity features for purposes of
the regulation. The debt characterization of the notes could change after their
initial issuance if the trust incurs losses.
However, without regard to whether the notes are treated as an equity
interest for these purposes, the acquisition or holding of the notes by or on
behalf of a benefit plan could be considered to give rise to a prohibited
transaction if the trust, the issuer trustee, the servicer, the trust manager,
the note trustee, any seller or the security trustee is or becomes a party in
interest or a disqualified person with respect to these benefit plans. In such
case, certain exemptions from the prohibited transaction rules could be
applicable depending on the type and circumstances of the plan fiduciary making
the decision to acquire a note. Included among these exemptions are:
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. Prohibited Transaction Class Exemption 96-23, regarding transactions
effected by "in-house asset trust managers";
. Prohibited Transaction Class Exemption 90-1, regarding investments by
insurance company pooled separate accounts;
. Prohibited Transaction Class Exemption 95-60, regarding transactions
effected by "insurance company general accounts";
. Prohibited Transaction Class Exemption 91-38, regarding investments
by bank collective investment funds; and
. Prohibited Transaction Class Exemption 84-14, regarding transactions
effected by "qualified professional asset trust managers."
By your acquisition of a note, you shall be deemed to represent and
warrant that your purchase and holding of the note will not result in a non-
exempt prohibited transaction under ERISA or the Code.
Employee benefit plans that are governmental plans, as defined in Section
3(32) of ERISA, and certain church plans, as defined in Section 3(33) of ERISA,
are not subject to ERISA requirements, but may be subject to State or other
Federal law requirements which may impose restrictions similar to those under
ERISA and the Code discussed above.
If you are a plan fiduciary considering the purchase of any of the notes,
you should consult your tax and legal advisors regarding whether the assets of
the trust would be considered plan assets, the possibility of exemptive relief
from the prohibited transaction rules and other issues and their potential
consequences.
Legal Investment Considerations
The notes will not constitute "mortgage related securities" for purposes
of the Secondary Mortgage Market Enhancement Act of 1984, because the
originator of the housing loans was not subject to United States State or
Federal regulatory authority. Accordingly, some U.S. institutions with legal
authority to invest in comparably rated securities based on such housing loans
may not be legally authorized to invest in the notes. No representation is made
as to whether the notes constitute legal investments under any applicable
statute, law, rule, regulation or order for any entity whose investment
activities are subject to investment laws and regulations or to review by any
regulatory authorities. You are urged to consult with your counsel concerning
the status of the notes as legal investments for you.
Where You Can Find More Information
We will file reports and other information with the SEC about the trust
issuing your notes. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public
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reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on their public
reference rooms.
The SEC allows us to incorporate by reference the information we file
with them about the trust issuing your notes. This means that we can disclose
important information to you by referring you to these documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the SEC about the trust issuing your
notes will automatically update and supersede this information. You may request
a copy of our filings at no cost by writing or telephoning at the following
address:
Westpac Securitisation Management Pty Limited
575 Fifth Avenue, 39th Floor
New York, New York 10017-2422
Attention: Lewis E. Love, Jr.--Director & Secretary
Telephone: 212-551-1905
Ratings of the Notes
Any class of notes of a series offered by this prospectus and the
prospectus supplement will be:
. rated by at least one nationally recognized statistical rating agency
or organization that initially rates the series at the request of the
issuer trustee, and
. identified in the prospectus supplement in one of the rating agency's
four highest rating categories which are referred to as investment
grade.
The security ratings of the notes should be evaluated independently from
similar ratings on other types of securities. A securities rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the rating agencies. The rating does not address
the expected schedule of principal repayments other than to say that principal
will be returned no later than the final maturity date.
A rating is not a recommendation to buy, sell or hold securities and may
be subject to revision or withdrawal at any time by the assigning rating
agency. Each rating should be evaluated independently of similar ratings on
different securities.
Plan of Distribution
The issuer trustee may sell the notes in any of three ways:
. through underwriters or dealers;
. directly to a limited number of purchasers or to a single purchaser;
or
. through agents.
The prospectus supplement will set forth the terms of the offering of
each series of notes including:
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. the name or names of any underwriters, dealers or agents;
. the purchase price of the notes and the proceeds to the issuer
trustee from the sale;
. any underwriting discounts and other items constituting underwriters'
compensation; and
. any discounts and commissions allowed or paid to dealers.
Any initial public offering prices and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If so specified in the prospectus supplement, the issuer trustee, the
trust manager or any of their affiliates may purchase or retain some or all of
one or more classes of notes of the series. The purchaser may thereafter from
time to time offer and sell, pursuant to this prospectus, some or all of the
notes so purchased directly, through one or more underwriters to be designated
at the time of the offering of the notes or through broker-dealers acting as
agent and/or principal. The offering may be restricted in the manner specified
in the prospectus supplement. The transactions may be effected at market prices
prevailing at the time of sale, at negotiated prices or at fixed prices. In
addition, the issuer trustee, the trust manager or one of their affiliates may
pledge notes retained or purchased by the issuer trustee in connection with
borrowings or use them in repurchase transactions.
If any notes of any series are sold through underwriters, the prospectus
supplement will describe the nature of the obligation of the underwriters to
purchase the notes. The notes may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more underwriting firms acting alone. The underwriter or
underwriters for a particular underwritten offering of notes will be named in
the prospectus supplement relating to that offering, and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth
on the cover of the prospectus supplement. Unless otherwise described in a
prospectus supplement, the obligation of the underwriters to purchase any notes
of the related series will be subject to various conditions precedent, and the
underwriters will be obligated to purchase all of the notes if any are
purchased.
Underwriters and agents who participate in the distribution of a series
of notes may be entitled under agreements which may be entered into by the
issuer trustee to indemnification by the issuer trustee against specific
liabilities, including liabilities under the Securities Act, as amended, or to
contribution for payments which the underwriters or agents may be required to
make under the terms of the agreements.
The prospectus supplement for any series of notes offered other than
through the underwriters will contain information regarding the nature of the
offering and any agreements to be entered into between the issuer trustee and
dealers for the notes of that series.
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Affiliates of the issuer trustee, including Westpac, may act as agents or
underwriters in connection with the sale of a series of notes. Securities sold,
offered or recommended by Westpac or Westpac Securities Inc. (ACN )
are not deposits, are not insured by the Federal Deposit Insurance Corporation,
are not guaranteed by, and are not otherwise obligations of, Westpac or Westpac
Securities Inc. and involve investment risks, including the possible loss of
principal.
Any affiliate of the issuer trustee acting as agent or underwriter in
connection with the sale of a series of notes will be named, and its
affiliation with the issuer trustee described, in the prospectus supplement.
For underwritten offerings, any of these affiliates not named in the prospectus
supplement will not be parties to the related underwriting agreement, will not
be purchasing the related notes from the issuer trustee and will have no direct
or indirect participation in the underwriting of the notes, although the
affiliates may participate in the distribution of the notes under circumstances
entitling it to a dealer's commission. An affiliate of the issuer trustee may
act as a placement agent for notes not offered through underwriters. If an
affiliate does act as placement agent on behalf of the issuer trustee in the
sale of notes, it will receive a selling commission which will be disclosed in
the prospectus supplement. To the extent permitted by law, affiliates of the
issuer trustee, including Westpac and Westpac Securities Inc., may purchase
notes acting as principal.
The issuer trustee anticipates that the notes will be sold to
institutional and retail investors. Purchasers of notes, including dealers,
may, depending on the facts and circumstances of the purchases, be deemed to be
"underwriters" within the meaning of the Securities Act in connection with re-
offers and sales by them of notes. Noteholders should consult with their legal
advisors in this regard prior to any re-offer or sale.
There is currently no secondary market for the notes. The issuer trustee
does not intend to make a secondary market for the notes. There can be no
assurance that a secondary market for the notes will develop or, if it does
develop, that it will continue. The issuer trustee may list the notes on a
national or foreign stock exchange.
Legal Matters
Mayer, Brown & Platt, New York, New York, will pass upon some legal
matters regarding the notes, including the material U.S. Federal income tax
matters, for Westpac Securitisation Management Pty Limited. Allen Allen &
Hemsley, Sydney, Australia, will pass upon some legal matters regarding the
notes, including the material Australian tax matters, for Westpac
Securitisation Management Pty Limited.
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Glossary
"Adverse Effect" means, an event which will materially and adversely
affect the amount of any payment to be made to any noteholder, or will
materially and adversely affect the timing of such payment.
"Authorized Investments" consist of the following:
. cash on hand or at an Approved Bank;
. bonds, debentures, stock or treasury bills of any government of an
Australian jurisdiction;
. debentures or stock of any public statutory body constituted under
the law of any Australian jurisdiction where the repayment of the
principal is secured and the interest payable on the security is
guaranteed by the government of an Australian jurisdiction;
. notes or other securities of any government of an Australian
jurisdiction;
. deposits with, or certificates of deposit, whether negotiable,
convertible or otherwise, of, a bank which carries on business in
Victoria and New South Wales;
. bills of exchange which at the time of acquisition have a remaining
term to maturity of not more than 200 days, accepted or endorsed by a
bank which carries on business in Victoria and New South Wales, which
in each case, has either:
. the highest short term rating available to be given by the rating
agencies; or
. if the investment has a maturity of 30 days or less and does not
exceed 20% of the total outstanding principal amount of all notes
for that series on the date of investment, a short term rating of
A-1+ by S&P, P-1 by Moody's and F-1+ by Fitch;
. any other assets of a class of assets that are both:
. included in the definition of a "pool of mortgages" in the Duties
Act, 1997 of New South Wales, and
. declared by order of the Governor in Council of Victoria and
published in the Victorian Government Gazette to be assets for
purposes of Subdivision 17A of the Stamps Act, 1958 of Victoria or
are otherwise included within sub-paragraph (b)(ii) of the
definition of "pool of mortgages" in section 137NA of that act.
. other acceptable investments specified in the prospectus
supplement for a specific series.
"Bank Bill Rate" means, on any date, the rate calculated by taking the
rates quoted on the Reuters Screen BBSW Page at approximately 10:00 am, Sydney
time, on that date for
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each reference bank so quoting, but not fewer than five, as being the mean
buying and selling rate for a bill, which for the purpose of this definition
means a bill of exchange of the type specified for the purpose of quoting on
the Reuters Screen BBSW Page, having a tenor of 90 days eliminating the highest
and lowest mean rates and taking the average of the remaining means rates and
then, if necessary, rounding the resultant figure upwards to four decimal
places. If on any date fewer than five reference banks have quoted rates on the
Reuters Screen BBSW Page, the rate for that date shall be calculated as above
by taking the rates otherwise quoted by five of the reference banks on
application by the parties for such a bill of the same tenor.
"Business Day" means, any day, other than a Saturday, Sunday or public
holiday, on which banks are open for business in London, Sydney, New York or
any other city as specified in the prospectus supplement.
"Carryover Charge Offs" means, in a collection period, any amount that
must be carried over into succeeding periods if the Principal Charge Off for
the relevant collection period cannot be satisfied in full from the excess
income that is available from the income stream to cover Principal Charge Offs.
"Consumer Credit Code" means, any legislation relating to consumer
credit, including the Credit Act of any Australian jurisdiction, the Consumer
Credit Code (NSW) 1996 and any other equivalent legislation of any Australian
jurisdiction.
"DTC" means the Depository Trust Company.
"Eligibility Criteria" see page 7.
"Excess Available Income" see page 34.
"Extraordinary Resolution" means a resolution passed at a duly convened
meeting by a majority consisting of not less than 75% of the votes capable of
being cast by Voting Mortgagees present in person or by proxy or a written
resolution signed by all of the Voting Mortgagees.
"Government Charges" means any financial institutions duty, bank accounts
debit tax or similar taxes relating to the housing loans.
"Gross Principal Collections" will be all amounts collected by the
servicer with respect to housing loan subject to specific amounts as defined in
the prospectus supplement.
"Initial Invested Amount" means in relation to a note, the principal
amount of the note on the date of issuance.
"Insolvency Event" means, in relation to the issuer trustee, in its
personal capacity and as trustee of the trust, the trust manager, the servicer,
Westpac or a mortgage insurer, the happening of any of the following events:
. an administrator of the relevant corporations is appointed;
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. except for the purpose of a solvent reconstruction or
amalgamation:
. an application or an order is made, proceedings are commenced, a
resolution is passed or proposed in a notice of proceedings or an
application to a court or other steps, other than frivolous or
vexatious applications, proceedings, notices and steps, are taken
for:
. the winding up, dissolution or administration of the relevant
corporation; or
. the relevant corporation to enter into an arrangement,
compromise or composition with or assignment for the benefit
of its creditors or a class of them;
. the relevant corporation ceases, suspends or threatens to cease or
suspend the conduct of all or substantially all of its business or
disposes of or threatens to dispose of substantially all of its
assets;
. the relevant corporation is, or under applicable legislation is taken
to be, unable to pay its debts, other than as the result of a failure
to pay a debt or claim the subject of a good faith dispute, or stops
or suspends or threatens to stop or suspend payment of all or a class
of its debts, except in the case of the issuer trustee where this
occurs in relation to another trust of which it is the trustee;
. a receiver, receiver and trust manager or administrator is appointed,
by the relevant corporation or by any other person, to all or
substantially all of the assets and undertaking of the relevant
corporation or any part thereof, except in the case of the issuer
trustee where this occurs in relation to another trust of which it is
the trustee; or
. anything analogous to an event referred to in the four preceding
paragraphs or having a substantially similar effect occurs in
relation to the relevant corporation.
"Interest Period" means for any trust and payment date, the period
beginning on and including the previous payment date and ending on, but
excluding the current payment date. However, the first and last interest
periods are as follows:
. first: period from and including the closing date to but excluding
the first payment date;
. last: period from and including the previous payment date and ending
on, but excluding the maturity date for the applicable series of
notes.
"Issuer Trustee's Default" means:
. an Insolvency Event has occurred and is continuing in relation to the
issuer trustee;
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. any action is taken or any event occurs in relation to the issuer
trustee in its personal capacity which causes the rating of any notes
for the related series to be downgraded or withdrawn;
. the issuer trustee, or any employee, delegate agent or officer of the
issuer trustee, breaches any obligation or duty imposed on the issuer
trustee under any transaction document in relation to the trust where
the trust manager reasonably believes it may have an Adverse Effect
and the issuer trustee fails or neglects after 30 days' notice from
the trust manager to remedy that breach;
. the issuer trustee merges or consolidates with another entity without
obtaining the consent of the trust manager and ensuring that the
resulting merged or consolidated entity assumes the issuer trustee's
obligations under the transaction documents; or
. there is a change in effective control of the issuer trustee from
that existing on the date of the master trust deed unless approved by
the trust manager.
"Invested Amount" means is relation to a note, an amount equal to the
Initial Invested Amount of the note less all payments previously made in
respect of principal in respect of the note.
"Liquidation Losses" means, with respect to any housing loan for a
collection period, the amount, if any, by which the Unpaid Balance of a
liquidated housing loan, together with the enforcement expenses relating to the
housing loan, exceeds all amounts recovered from the enforcement of the housing
loan and the related mortgage, excluding proceeds of a mortgage insurance
policy.
"Mortgage Shortfall" means a shortfall which may arise if in relation to
a housing loan, the total amount recovered and recoverable under the mortgage
insurance policy attributable to principal, plus the total amount, including
damages, recovered and recoverable from the seller or the servicer in respect
of that housing loan under or in respect of the master trust deed, series
notice or the servicing agreement which the trust manager determines to be on
account of principal, is insufficient to meet the Principal Loss.
"Mortgagees" see page 51.
"Noteholder Mortgagees" means the noteholders and the note trustee, on
behalf of a specific class of noteholders identified in the prospectus
supplement for each series of notes.
"OID" see page 72.
"Performing Loan" means, at any date:
. a housing loan which is not delinquent or has been delinquent for
less than 90 consecutive days, or
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. if it has been delinquent for 90 days or more consecutive days was
insured under a mortgage pool policy at the date of the liquidity
facility on or before the closing date.
"Principal Charge Off" means, with respect to a collection period, the
aggregate amount of Mortgage Shortfalls for that collection period.
"Principal Loss" for a collection period means, with respect to any
housing loan, Liquidation Losses which are attributable to principal in
relation to the housing loan.
"Record Date" means, unless otherwise specified in the prospectus
supplement, while the notes are held in book-entry form, the date which is 2
business days before a payment date and if definitive notes have been issued,
the last day of the calendar month before the payment date.
"Redraw Charge Offs" means a Principal Charge Off allocated against the
Redraw Principal Outstanding.
"Redraw Principal Outstanding" means at any time, the total principal
amount of all outstanding redraw advances at that time, less the Carryover
Redraw Charge Offs at that time.
"RFS" means redraw funding securities.
"Secured Moneys" means all money which the issuer trustee is or at any
time may become actually or contingently liable to pay to or for the account of
any Mortgagee for any reason whatever under or in connection with a transaction
document.
"Servicer Transfer Event" see page 60.
"Stated Amount" means for any note on a determination date:
. the Initial Invested Amount of the note; less
. the aggregate of all principal payments previously made on the note;
less
. any Carryover Charge Offs on the note; less
. principal to be paid on the note on the next payment date; less
. Principal Charge Offs to be applied against the note on the next
payment date; plus
. any Excess Available Income to be applied to reinstating the Stated
Amount of the note.
"Termination Date" means, in relation to the trust, the earlier of the
following to occur:
. the date which is 80 years after the date of creation of the trust;
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. the termination of the trust under statute or general law;
. full and final enforcement by the security trustee of its rights
under the security trust deed after the occurrence of an Event of
Default; or
. at any time after all creditors of the trust have been repaid in full
and the issuer trustee and the trust manager agree that no further
notes are proposed to be issued by the issuer trustee in relation to
the trust; the business day immediately following that date.
"The Mortgage Centre" means the servicing center operated by The Mortgage
Company Pty Limited in Adelaide, South Australia.
"Title Perfection Event" means any of the following:
. Westpac ceases to have a long term credit rating acceptable to the
rating agencies rating the related series of notes as further
described in the prospectus supplement for that series;
. an Insolvency Event occurs in relation to Westpac;
. Westpac fails to transfer collections to the issuer trustee within
five business days after receiving notice from the issuer trustee or
trust manager to do so.
"Total Payments" means all amounts payable by the issuer trustee on a
payment date.
"Trust Expenses" means in relation to a collection period, the expenses
as described in the prospectus supplement in connection with the operation of
the trust to be paid by the trust manager.
"Trust Manager's Default" means, unless otherwise specified in the
prospectus supplement:
. the trust manager fails to make any payment required by it within the
time period specified in a transaction document, and that failure is
not remedied within 10 business days of receipt from the issuer
trustee of notice of that failure;
. an Insolvency Event has occurred and is continuing in relation to the
trust manager;
. the trust manager breaches any obligation or duty imposed on the
trust manager under the master trust deed, any other transaction
document or any other deed, agreement or arrangement entered into by
the trust manager under the master trust deed in relation to the
trust, the issuer trustee reasonably believes that such breach has an
Adverse Effect and the breach is not remedied within 30 days' notice
being given by the issuer trustee to the trust manager, except in the
case of reliance by the trust manager on the information provided by,
or action taken by, the servicer, or if the trust manager has not
received information from the servicer which the trust manager
requires to comply with the obligation or duty; or
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. a representation, warranty or statement by or on behalf of the trust
manager in a transaction document or a document provided under or in
connection with a transaction document is not true in a material
respect or is misleading when repeated and is not remedied to the
issuer trustee's reasonable satisfaction within 90 days after notice
from the issuer trustee where, as determined by the issuer trustee,
it has an Adverse Effect.
"Unpaid Balance" means, the sum of the unpaid principal amount of the
housing loan and the unpaid amount of all finance charges, interest payments
and other amounts accrued on or payable under or in connection with the housing
loan or the related mortgage or other rights relating to the housing loan.
"U.S. Person" means:
. a citizen or resident of the United States,
. a corporation or partnership organized in or under the laws of the
United States or any political subdivision of the United States,
. an estate, the income of which is includible in gross income for
United States tax purposes, regardless of its source, or
. a trust if a U.S. court is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust.
"Voting Mortgagee" see page 53.
"Westpac" means, Westpac Banking Corporation.
"Westpac Group" means, Westpac Banking Corporation and its affiliates.
G-7
<PAGE>
[Alternate Page--Prospectus]
Method of Distribution
This prospectus may be used by [Westpac Banking Corporation] [Westpac
Securities, Inc.], an affiliate of the [trust manager] [and the issuer
trustee], in connection with the offers and sales related to secondary market
transactions in the notes. [Westpac Banking Corporation] [Westpac Securities,
Inc.] may act as principal or agent in these transactions. These sales will be
made at prices related to prevailing market prices at the time of sale.
[Westpac Banking Corporation] [Westpac Securities, Inc.] does not have any
obligation to make a market in the notes, and it may discontinue its market-
making activities at any time without notice, in its sole discretion. [Westpac
Banking Corporation] [Westpac Securities, Inc.] is among the underwriters
participating in the initial distribution of the notes.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are as set forth below. All such expenses except for the
registration and filing fees are estimated.
<TABLE>
<S> <C>
SEC Registration Fee............................................... $264
Printing and Engraving Fees........................................
Legal Fees and Expenses............................................
Trustee's Fees and Expenses .......................................
Rating Agency Fees.................................................
Accounting Fees and Expenses.......................................
Miscellaneous......................................................
Total............................................................
</TABLE>
Item 15. Indemnification of Directors and Officers
Pursuant to Section 109 of the Constitution of the Registrant:
(1) To the extent permitted by law and without limiting the powers of
the Registrant, the Registrant must indemnify each person who is, or
has been, a director or secretary of the Registrant against any
liability which results directly or indirectly from facts or
circumstances relating to the person serving or having served in
that capacity in relation to the Registrant or any of its
subsidiaries or in the capacity of an employee of the Registrant or
any of its subsidiaries:
(a) to any person (other than the Registrant or a related body
corporate), which does not arise out of conduct involving a
lack of good faith or conduct known to the person to be
wrongful;
(b) for costs and expenses incurred by the person in defending
proceedings, whether civil or criminal, in which judgment is
given in favor of the person or in which the person is
acquitted, or in connection with any application in relation
to such proceedings in which the court grants relief to the
person under the Corporations Law of Australia.
(2) The Registrant need not indemnify a person as provided for in
paragraph (1) in respect of a liability to the extent that the
person is entitled to an indemnity in respect of that liability
under a contract of insurance.
(3) To the extent permitted by law and without limiting the powers of
the Registrant, the board of directors may authorize the Registrant
to, and the Registrant may enter into any:
(a) documentary indemnity in favor of; or
(b) insurance policy for the benefit of,
II-1
<PAGE>
a person who is, or has been, a director, secretary, auditor, employee
or other officer of the Registrant, which indemnity or insurance policy
may be in such terms as the board of directors approves and, in
particular, may apply to acts or omissions prior to or after the time of
entering into the indemnity or policy; and
(4) The benefit of each indemnity given in paragraph (1) of Section 109
continues, even after its terms or the terms of this paragraph are
modified or deleted, in respect of a liability arising out of acts
or omissions occurring prior to the modification or deletion.
Item 16. Exhibits
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Memorandum of Association of the Registrant.*
3.2 Articles of Association of the Registrant.*
4.1 Master Trust Deed.*
4.2 Form of the Series Notice.*
4.3 Form of the Note Trust Deed.*
4.4 Form of the Security Trust Deed.*
4.5 Form of the Agency Agreement.*
5.1 Opinion of Mayer, Brown & Platt as to legality of the offered notes.*
8.1 Opinion of Mayer, Brown & Platt as to certain tax matters (included in
Exhibit 5.1 hereof).*
8.2 Opinion of Allen Allen & Hemsley as to certain tax matters.*
10.1 Servicing Agreement*
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1 hereof).*
23.2 Consent of Allen Allen & Hemsley (included in Exhibit 8.2 hereof).*
24.1 Power of Attorney (included on signature pages).
99.1 Opinion of Allen Allen & Hemsley as to Enforceability of U.S. Judgments
under Australian Law.*
</TABLE>
- --------
* To be filed by amendment.
Item 17. Undertakings
(a) Undertakings pursuant to Rule 415.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
II-2
<PAGE>
(ii) to reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change of such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Undertaking in respect of indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(c) Undertakings in connection with incorporation by reference of certain
filings under the Securities Exchange Act of 1934.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
II-3
<PAGE>
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(d) Undertakings pursuant to Rule 430A.
The Registrant hereby undertakes:
1. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of the Registration Statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of the Registration Statement as of the time it
was declared effective; and
2. For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(e) Undertakings with respect to the determination of the eligibility of the
trustee to act pursuant to the Trust Indenture Act of 1939 for delayed
offerings.
The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 21st day of
March 2000.
Westpac Securitisation Management
Pty Limited
/s/ Lewis E. Love, Jr.
By: _________________________________
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Lewis E. Love, Jr. or Susan Bannigan, or
any of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ R. Patrick Handley Principal Executive March 21, 2000
______________________________________ Officer and Director
R. Patrick Handley
/s/ Marten Touw Principal Financial March 21, 2000
______________________________________ Officer and Director
Marten Touw
/s/ Lucy Beretin Principal Accounting March 21, 2000
______________________________________ Officer
Lucy Beretin
/s/ Kimberly Gire Director March 21, 2000
______________________________________
Kimberly Gire
/s/ Lewis E. Love, Jr. Director March 21, 2000
______________________________________
Lewis E. Love, Jr.
/s/ Chris Skilton Director March 21, 2000
______________________________________
Chris Skilton
</TABLE>
II-6
<PAGE>
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the undersigned hereby certifies that it is the duly authorized
representative in the United States of the Registrant with respect to the
Registration Statement and signs this Registration Statement solely in such
capacity and for the limited purpose of said Section 6(a).
/s/ Lewis E. Love, Jr.
-------------------------------------
Name: Lewis E. Love, Jr.
Address: Westpac Securitisation
Management Pty
Limited
575 Fifth Avenue
39th Floor
New York, New York 10017-2422
Telephone: (212) 551-1905
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description Numbered Page
------- ----------- -------------
<C> <S> <C>
1.1 Form of Underwriting Agreement.*
3.1 Memorandum of Association of the Registrant.*
3.2 Articles of Association of the Registrant.*
4.1 Master Trust Deed.*
4.2 Form of the Series Notice.*
4.3 Form of the Note Trust Deed.*
4.4 Form of the Security Trust Deed.*
4.5 Form of the Agency Agreement.*
Opinion of Mayer, Brown & Platt as to legality of
5.1 the offered notes.*
8.1 Opinion of Mayer, Brown & Platt as to certain tax
matters (included in Exhibit 5.1 hereof).*
Opinion of Allen Allen & Hemsley as to certain tax
8.2 matters.*
10.1 Servicing Agreement*
Consent of Mayer, Brown & Platt (included in Exhibit
23.1 5.1 hereof).*
Consent of Allen Allen & Hemsley (included in
23.2 Exhibit 8.2 hereof).*
24.1 Power of Attorney (included on signature pages).
99.1 Opinion of Allen Allen & Hemsley as to
Enforceability of U.S. Judgments under Australian
Law.*
</TABLE>
- --------
* To be filed by amendment.
