<PAGE>
Exhibit 3.3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/29/2000
001334224 - 3254385
CERTIFICATE OF INCORPORATION
OF
HOMESIDE GLOBAL MBS MANAGER, INC.
FIRST: The name of the Corporation is HomeSide Global MBS Manager, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
County of New Castle, Delaware 19801. The name of the registered agent at such
registered office is the Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware and in general, to
possess and exercise all the powers and privileges granted by the General
Corporation Law of Delaware or by any other law of Delaware or by this
Certificate of Incorporation together with any powers incidental thereto, so far
as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the Corporation.
FOURTH: The total number of shares of stock that the Corporation shall
have authority to issue is 1,000 shares of Common Stock, $.01 par value.
FIFTH: The name and address of the incorporator are as follows:
Name: Robert J. Jacobs
Mailing Address: 7301 Baymeadows Way
Jacksonville, FL 32256
SIXTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
The undersigned Incorporator, for the purpose of forming a corporation
under the laws of the State of Delaware, does make, file and record this
Certificate, and does hereby certify that the facts herein stated are true. I
have accordingly hereunto set my hand this 29th day of June, 2000.
By: /s/ Robert J. Jacobs
------------------------------------
Incorporator
Name: Robert J. Jacobs
