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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from
_________________ to ______________________
Commission file number 333 -46945
Westpac Securitisation Management Pty Limited
In its capacity as trust manager of the
Series 1998-1G WST Trust
Australian Business Number 73 081 709 211
(Exact name of registrant as specified in its
charter)
New South Wales, Australia
(State or other jurisdiction of incorporation or
organization)
98-0181944
- ----------------
(I.R.S. Employer Identification No.)
Level 25, 60 Martin Place,Sydney, NSW 2000,Australia
(Address of principal executive offices) (Zip Code)
+612 9229 8131
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of
the Act:
none
Securities registered pursuant to section 12(g) of
the Act:
none
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for
such shorter period that the registrant was
required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.
Yes X No
The information required for some items in Form
10-K is "not applicable" to the Trust or the Trust
Manager. As used in this Annual Report files on
Form 10-K, "not applicable" or "Not Applicable"
means that the response to the referenced item is
omitted in reliance on the procedures outlined in
the numerous no-action letters issued by the
Commission's Staff with respect to substantially
similar certificates and trusts that file annual
reports on Form 10-K.
Table of Contents
Part I
- Item 1. Business
- Item 2. Properties
- Item 3. Legal Proceedings
- Item 4. Submission of Matters to a Vote of
Security Holders
Part II
- Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters
- Item 6. Selected Financial Data
- Item 7. Management's Discussion and Analysis
of Financial Condition and Results of
Operation
- Item 7A. Quantitative and Qualitative
Disclosures About Market Risk
- Item 8. Financial Statements and Supplementary
Data
- Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure
Part III
- Item 10. Directors and Executive Officers of
the Registrant
- Item 11. Executive Compensation
- Item 12. Security Ownership of Certain
Beneficial Owners and Management
- Item 13. Certain Relationships and Related
Transactions
Part IV
- Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
PART I
Item 1. Business.
This Annual Report on Form 10-K relates to the
Series 1998-1G WST Trust (the "Trust") and the
Class A and Class B Mortgage Backed Floating Rate
Notes,Series 1998-1G (the "Notes") issued pursuant
to the Note Trust Deed dated as of June 10, 1998,
between Westpac Securities Administration Limited,
as Trustee (the "Issuer Trustee"); Westpac
Securitisation Management Pty Limited (the "Trust
Manager") as trust manager; and Citibank, London
Office, as Principal Paying Agent. Capitalised
terms used in this Form 10-K and not defined have
the same meanings ascribed to such terms in the
Prospectus for the above-referenced Notes.
The only business of the Trust is the collection
and distribution of payments on the residential
mortgage loans in the manner described in the
Registration Statement on Form S-11 (File No.
333-46945) (the "Registration Statement").
Accordingly, there is no relevant information to
report in response to Item 101 of Regulation S-K.
Item 2. Properties
The Registrant and the Trust do not have any
physical properties. Accordingly, this item is not
applicable.
Item 3. Legal Proceedings.
The Trust Manager knows of no material legal
proceedings involving any Trust, the Trust
Manager, the Servicer or the Issuer Trustee
which were pending as of June 30, 2003, or as of
the date of this report.
Item 4. Submission of Matters to a Vote of
Security Holders
No votes or consents of Noteholders were
solicited during the fiscal year for any purpose.
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters
The Notes are not traded on any nationally
recognised exchange in the United States. The
Notes are listed and exchanged on the London
Stock Exchange. Since the Trust pays no
dividends with respect to the Notes, the
information required by Item 201 of Regulation
S-K regarding dividends is inapplicable to
the Trust. See Exhibit 99.1 for information
with respect to distributions to
Noteholders.
Item 6. Selected Financial Data.
The regular quarterly Noteholders Reports, which
is required to be included with each quarterly
distribution of the Trusts assets to Noteholders,
sets forth for the prior quarter, as well as
cumulatively, all of the relevant financial
information required by the Note Trust Deed to be
reported to Noteholders.The Noteholders Reports
for the Payment Dates in October, 2002, January,
2003, April, 2003 and July, 2003 are incorporated
herein by reference and aggregated totals for the
fiscal year are incorporated herein as Exhibit
No. 99.1.The foregoing presents all relevant
financial information relating to the Trust.
Because of the limited business activity of
the Trust, the Selected Financial Data specified
in Item 301 of Regulation S-K would not provide
any meaningful additional information.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation
Because of the limited business activity of the
Trust, the presentation of Managements Discussion
and Analysis of Financial Condition and Results of
Operations, as otherwise required by Item 303 of
Regulation S-K, would not be meaningful. All
relevant information is contained in the
Noteholders Reports (filed under Current Reports
on Form 8-K) as described above.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
Currency Exchange Control Risk
Interest and principal payments to holders of Notes
are paid in United States dollars ("U.S. dollars").
However payments on the Housing Loans are received
by the Issuer Trustee, in Australian dollars, in
Australia (the "Collections"). Pursuant to certain
swap agreements (the "Swap Agreements") the Issuer
Trustee is required to pay a portion of the
Collections to certain swap counterparties (the
"Currency Swap Providers") who in turn pays ("Swap
Currency Exchange"), at the direction of the Issuer
Trustee, U.S. dollars to the Noteholders, (the
"Currency Swap"). It is possible that in the
future Australia may impose exchange controls that
affect the availability of Australian dollar
payments for making payments under the Currency
Swap. The holders of the Notes will bear the risk
of the imposition of foreign exchange controls
by the Australian government that impact upon
the Issuer Trustee's ability to exchange the
Collections for U.S. dollars. The Issuer Trustee
has no control over such risk, which will
generally be affected by economic and political
events in Australia. If the Issuer Trustee does
not pay some or all of the amount in Australian
dollars which it is required to pay the Currency
Swap Provider under the Currency Swap, the
Currency Swap Provider is only required to pay
the U.S. dollar equivalent of the amounts it
actually receives. In such event, it is unlikely
that the Trust would have sufficient U.S. dollars
to make the payments due on the Notes.
Under temporary Australian foreign exchange
controls, which may change in the future, buying,
borrowing, selling, lending or exchanging foreign
currency (where the transaction relates to property,
securities or funds) by an Australian resident to,
or on behalf of the following payees is subject to
restrictions:
- - the previous Iraqi regime;
- - ministers and senior officials of the
Government of Zimbabwe;
- - certain persons including specified supporters
of the former Milosevic regime;
Approval of the Reserve Bank of Australia is
required for certain large transactions( i.e
greater than A$100,000) by or on behalf of:
- - the Embassy of the Federal Republic of
Yugoslavia;
- - the consulate-General of the Federal Republic
of Yugoslavia; and
- - the National Bank of Yugoslavia;
Under the Charter of the United Nations
(Anti-terrorism Measures) Regulations 2001
(the "UN Regulations") (as administered by the
Department of Foreign Affairs and
Trade in Australia), restrictions exist in
relation to dealings with the assets of persons
or entities mentioned in paragraph 1(c) of United
Nations Security Council Resolution 1373 (2001),
as proscribed by the Minister for Foreign Affairs
in Australia pursuant to Regulation 7 of the
UN Regulations.
Currency Exchange Risk.
Interest and principal on the Notes is payable in
U.S. dollars and the Trust's primary source for
funding its payments on the Notes is its
Collections on the Housing Loans, which will be
sourced in Australian dollars. If the Currency
Swap Provider were to fail to perform under the
Currency Swap or were to be discharged from such
performance because of a default thereunder by the
Trust, the Trust might have to exchange its
Australian dollars for U.S. dollars at an exchange
rate that is less favourable to the Trust than when
the currency swap was entered into and might
therefore not have sufficient U.S. dollars to
make timely payments on the Notes, even though
the delinquency and loss experience on the Housing
Loans may be acceptable.
Item 8. Financial Statements and Supplementary Data
As discussed above, furnishing the financial
information required by Item 8 of Form 10-K would
not add any relevant information to that provided
by the foregoing statements. Because the Notes are
essentially "pass-through" securities, the Trust
will have "income" only in the limited sense of
collecting payments on the residential mortgage
loans. The only material items of "expense" for the
Trust will be the amounts paid as servicing
compensation and potentially certain payments
relating to any credit enhancement facilities.
The Noteholders Reports (filed under Current
Reports on Form 8-K) provide complete information
on the amounts of the "income" and "expenses" of
the Trust.
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure
none.
PART III
Item 10. Directors and Executive Officers of the
Registrant
Since the Trust will not have any directors or
executive officers, this item is not applicable.
Item 11. Executive Compensation
Since the Trust will not have any directors or
executive officers, this item is not applicable.
Item 12. Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth (i) the name and
address of each entity owning more than 5% of the
outstanding principal amount of the Class A Notes
or Class B Notes; (ii) the principal amount of
the Class of Notes owned by each, if known, and
(iii) the percent that the principal amount of the
Class of Notes owned represents of the outstanding
principal amount of the Class of Notes. The
information set forth in the table is based upon
information obtained by the Trust Manager from the
Trustee and from The Depository Trust Company as of
August 27, 2003. The Trust Manager is not aware of
any Schedules 13D or 13G filed with the Securities
and Exchange Commission in
respect of the Notes.
Amount Owned
All dollar amounts are
in thousands
Name and Address
Principal
Percent
Class A Noteholders
Bank of New York
One Wall Street
New York , NY 10286
$97,580
44.09%
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259
$23,739
10.73%
Citibank, N.A.
3800 Citicorp Center B3-15
Tampa, FL 33610
$48,369
21.85%
Deutshe Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211
$20,905
9.44%
Harris Trust and Savings Bank
11 W.Monroe Street
Chicago, IL 60603
$17,363
7.84%
Class B Noteholders
Deutshe Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211
$6,211
46.44%
JPMorgan Chase Bank
14201 Dallas Pkwy
Dallas, Tx 75254
$17,300
53.56%
Item 13. Certain Relationships and Related
Transactions The Registrant received Trust
Manager Fee payments from the Trust in accordance
with the terms of the Master Trust Deed and
the Series Notice.
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
(a) (1) and (2):
Incorporated herein as Exhibit 31 is the Civil
Certification from Principal Financial Officer.
Aggregate totals of the Noteholders Reports to the
Trust for the fiscal year ended June 30, 2003,
Copies of the Independent Auditors Annual
Sericer Compliance Certificate, Custodial
Services Audit Report and The Mortgage Companys
Officers Certificate of Compliance are attached
hereto and are incorporated herein by reference as
Exhibit No. 99.1, Exhibit No. 99.2, Exhibit No. 99.3
and Exhibit No. 99.4, respectively.
(a) (3) EXHIBITS
Designation Description Method of Filing
Exhibit 31 Section 302 Certification 31
Exhibit 99.1 Aggregate Totals for Fiscal
Year 99.1
Exhibit 99.2 Independent Auditor's Annual
Servicer Compliance
Certificate 99.2
Exhibit 99.3 Custodial Services Audit
Report 99.3
Exhibit 99.4 Officers Certificate of
Compliance 99.4
(b) On October 22, 2002, January 16, 2003,
April 16,2003 and August 1, 2003 reports on form
8-K were filed by the company during the preceding
fiscal year in order to provide the statements for
quarterly distributions to the noteholders. No
other reports on form 8-K have been filed
during the last fiscal year covered by this report.
Documents incorporated by reference
Form 8-K for the October 19, 2002 Payment Date
Form 8-K for the January 21, 2003 Payment Date
Form 8-K for the April 22, 2003 Payment Date
Form 8-K for the July 21, 2003 Payment Date
Exhibit 31
SECTION 302 CERTIFICATION
SERIES 1998-1G WST TRUST
I, Peter Walden, certify that:
1. I have reviewed this annual report on Form 10-K,
and all reports on Form 8-K containing distribution
or servicing reports filed in respect of periods
included in the year covered by this annual report,
of Series 1998-1G WST Trust;
2. Based on my knowledge, the information in these
reports, taken as a whole, does not contain any
untrue statement of material fact or omit to
state a material fact necessary to make the
statements made, in light of the circumstances under
which such statement were made, not misleading as of
the last day of the period covered by this annual
report;
3. Based on my knowledge, the distribution or
servicing information required to be provided to
the Trustee by the servicer under the pooling and
servicing, or similar, agreement, for inclusion
in these reports is included in these reports:
4.Based on my knowledge and upon the annual
compliance statement included in the report and
required to be delivered to the trustee in accordance
with the terms of the pooling and servicing,
or similar, agreement, and except as disclosed in
the reports, the servicer has fulfilled its
obligations under the servicing agreement; and
5.The reports disclose all significant deficiencies
relating to the servicers compliance with the
minimum servicing standards based upon the report
provided by an independent public accountant,
after conducting a review in compliance with the
Uniform Single Attestation Program for Mortgage
Bankers or similar procedure,
as set forth in the pooling and servicing, or
similar, agreement, that is included in these
reports.
In giving the certifications above, I have
reasonably relied on information provided to me
by the following unaffiliated parties:
EDS (Business Process Administration) Pty Limited
and PriceWaterhouseCoopers.
Signature: /s/ Peter Walden
_____________________________
18 September 2003
Title: Principal Financial Officer
Westpac Securitisation Management Pty Limited
Exhibit 99.1
AGGREGATE TOTALS FOR THE FISCAL YEAR
NOTEHOLDERS REPORT - SERIES 1998-1G WST TRUST
Date of Report - Determination Date 15-Jul-03
Housing Loan Collection Period
10-Jul-02 to 09-Jul-03
(inclusive) (inclusive)
Days in Collection Period 367
Coupon Period 19-Jul-02 to 21-Jul-03
(inclusive) (exclusive)
Days in Coupon Period 365
3 month BBSW (average) 4.8847%
3 month USD-LIBOR (average) 1.6068%
Foreign Exchange Rate 0.6235
AUD
Available Income 32,938,575
Total Available Funds 32,938,575
Accrued Interest Adjustment 0
Redraws Made This Period 64,437,561
Redraw Shortfall 0
Redraw Facility Draw 0
RFS Issued This Period 0
Trust Expenses 1,491,516
Total Payments 28,652,481
Payment Shortfall 0
Principal Draw This Period 0
Total Principal Draws Outstanding 0
Gross Principal Collections 265,122,940
Principal Collections 200,685,379
Excess Available Income 4,286,094
Excess Collections Distribution 4,280,408
Liquidity Shortfall 0
Liquidity Net Draw / (Repayment) 0
Remaining Liquidity Shortfall 0
Liquidation Loss 0
Principal Charge Offs 5,686
Prepayment Benefit Shortfalls 0
Avg Daily Bal for the year 468,173,316
Subordinated Percentage 5.2769%
Initial Subordinated Percentage 2.3000%
Average Yearly Percentage 0.4226%
Stated Amount - AUD Equivalent Percentage Forex %
Class A 354,969,728.38 94.72309% 1.00000
Class B 21,446,187.90 5.57691%
RFS 0.00 0.00000
TOTAL 376,415,916.28 100.00000% 100.00000
Stated Amount - USD Bond Factor
Class A 221,339,690.03 0.1612440 0.00
Class B 13,372,668.72 0.4140145 0.00
RFS 0.00 0.00
TOTAL 234,712,358.75 0.2561201
$A
Scheduled principal 22,841,290
Unscheduled principal 177,844,089
----------------
Principal Collections 200,685,379
----------------
Fixed Interest Rate Housing Loan 45,755,577
Variable Rate Housing Loans 330,660,340
-----------------
376,415,917
-----------------
Exhibit 99.2
INDEPENDENT AUDITORS ANNUAL SERVICER
COMPLIANCE CERTIFICATE TO THE DIRECTORS
OF WESTPAC SECURITISATION MANAGEMENT PTY
LIMITED
SCOPE
We have reviewed Westpac Banking Corporation's
("WBC") and The Mortgage Company Pty Limited's
("TMC" and WBC and TMC each a "Servicer") activities
for the purpose of determining its compliance
with the servicing standards contained in the
agreement between:
- -Westpac Banking Corporation as servicer, Westpac
Securities Administration Limited as Trustee and
Westpac Securitisation Management Pty Limited
as Trust Manager dated 12 March 2002, as amended
(the 2002 Servicing Agreement);
- - Westpac Banking Corporation, Westpac Securities
Administration Limited as Trustee and The
Mortgage Company Pty Limited as servicer dated
18 February 1997, as amended ( the "1997
Servicing Agreement");
( each a "service agreement"), respectively
attached as Appendix 1A and Appendix IB,
in relation to the Series 1998-1G WST Trust,
Series 1999-1G WST Trust and Series 2002-1G WST
Trust for the year ended 30 June, 2003,
in accordance with the statement by Division of
Corporation Finance of the Securities and
Exchange Commission dated 21 February 2003,
and our engagement letter dated 3 September 2003.
We have reviewed the servicing standards contained
in the Servicing Agreement to enable us to report
on whether those servicing standards are similar
to those contained in the Uniform Single
Attestation Program for Mortgage Bankers (USAP),
attached as Appendix 2, which establishes a minimum
servicing standard for the asset backed securities
market in the United States of America. No
equivalent of the USAP exists in Australia.
Management of the Servicer are responsible for
maintaining an effective internal control structure
including internal control policies and procedures
relating to the servicing of mortgage loans.
We have conducted an independent review of
the servicing standards included in Appendix 1,
in order to express a statement on the Servicers
compliance with them.
Our review of the servicing standards has been
conducted in accordance with Australian Auditing
Standards applicable to performance audits and
accordingly included such tests and procedures
as we considered necessary in the circumstances.
In conducting our review we have also had regard
to the guidance contained in the USAP. These
procedures have been undertaken to enable us to
report on whether anything has come to our
attention to indicate that there has been
significant deficiencies in the Servicers
compliance with the servicing standards contained
in the Servicing Agreement for the year ended
30 June 2003.
Our review did not include an assessment of the
adequacy of the servicing standards themselves.
This statement has been prepared for the use of
Westpac Securitisation Management Pty Limited
as at 30 June 2003 in accordance with the
requirements of the statement by the Division
of Corporation Finance of the Securities and
Exchange Commission dated 21 February 2003
and the engagement letter dated 3 September 2003.
We disclaim any assumption of responsibility for
any reliance on this review statement, to any
person other than Westpac Securitisation
Management Pty Limited, Westpac Banking Corporation
and The Mortgage Company Pty Limited.
STATEMENT
Based on our review:
- - Nothing has come to our attention to indicate
That there has been any significant deficiencies
in WBC's compliance with the servicing standards
contained in the Servicing Agreement attached
as Appendix 1A, in respect of the Series 2002-1G
WST Trust for the year ended 30 June 2003; and
- - Nothing has come to our attention to indicate
that there has been any significant deficiencies
in TMC's compliance with the servicing standards
contained in the Servicing Agreement attached
as Appendix 1B, in respect of the Series 1998-1G
and the Series 1999-1G WST Trust.
- - The servicing standards contained in Appendix 1
are similar to the minimum servicing standards
contained in the Uniform Single Attestation
Program for Mortgage Brokers.
PARTNER
PRICEWATERHOUSECOOPERS
DH Armstrong Sydney
Partner 15 September 2003
Appendix 1B
SERVICING STANDARDS CONTAINED IN 1997 SERVICING
AGREEMENT
Servicing Undertakings
The Servicer undertakes that at all times during
the Term it will:
(a) (notice of default)
give notice in writing to the trustee and
the Designated Rating Agency of it becoming
aware of the occurrence of any Servicer
Transfer Event;
(b) (compliance with law)
(i) 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 Receivables
and Receivable Securities and to perform or
comply with its obligations under this
Agreement; and
(ii) comply with all Laws in connection with
servicing the Receivables and Receivable
Securities where failure to do so would
have an Adverse Effect;
(c) (Collections)
(i) in relation to Receivables of which
Westpac is the legal owner, on request
from Westpac, assist Westpac to collect
all moneys due under those Receivables
and the Receivable Securities; and
(ii) in relation to Receivables of which the
Trustee is the legal owner, collect all
moneys due under those Receivables
and Receivables Securities,in accordance
with the standards specified in Clause 2.2,
and pay them into the relevant Collections
Account not later than the time that
Westpac would be required to do so under
Clause 6.
(d) (Material Default)
if a Material Default occurs in respect
to a Receivable, take such action in
accordance with the Servicer's normal
enforcement procedures to enforce the
relevant Receivable and the Receivable
Security to the extent that the Servicer
determines that enforcement procedures
should be taken;
(e) (Insurance Policies)
(i) act in accordance with the terms of any
Mortgage Insurance Policies;
(ii) not do or omit to do anything which could
be reasonably expected to prejudicially
affect or limit its rights or the rights of
the Trustee under or in respect of a
Mortgage Insurance Policy to the extent
those rights relate to a Receivable and
the Receivable Security;
(iii) promptly make a claim under any Mortgage
Insurance Policy when it is entitled to
do so; and promptly notify the Trust
Manager then each such a claim is made.
(f) (no Security Interests)
not consent to the creation or existence of
any Security Interest in favour of a third
party in relation to any Mortgaged Property
in connection with a Receivable and the
Receivable Security:
(i) without limiting paragraph (f)(ii), unless
priority arrangements are entered into with
that third party under which the third party
acknowledges that the Receivable and
Receivable Security ranks ahead in priority
to the third party Security Interest on
enforcement for an amount not less
than the Unpaid Balance of the Receivable
plus such other amount as the Servicer
determines in accordance with the Procedures
Manual or its ordinary course of business; or
(ii) which would rank before or pari passu with the
relevant Receivable and Receivable Security;
(g) (release of debt or vary terms)
not, except as required by Law, release an
obligor from any amount owing in respect of
a Receivable or otherwise vary or discharge
any Receivable or Receivable Security or enter
into any agreement or arrangement which has the
effect of altering the amount payable in
respect of a receivable or Receivable Security
where it would have an Adverse effect;
(h) (binding provisionsand orders of a competent
authority)
release any Receivable or Receivable Security,
reduce the amount outstanding under or vary
the terms of any Receivable or grant other
relief to an obligor, 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 Servicer.
If the order is due to the Servicer breaching
any applicable Law then the Servicer must
indemnify the Trustee for any loss the Trustee
may suffer by reason of the order. The amount
of the loss is to be determined by agreement
with the Trustee or failing this, by the
Servicer's external auditors;
(i) (other miscellaneous things)
attend to the stamping and registration of all
Relevant Documents for each Relevant Trust
(includ-ing documents which became Relevant
Documents)following any amendment, consolidation
or other action, and in the case of any
registration of any Mortgage that registration
must result in the Mortgage having the ranking
referred to in the relevant eligibility criteria
in the Series Notice.In relation to any Mortgage
that is not registered at the relevant Closing Date,
the Servicer shall ensure that it is lodged for
registration not later than 120 days after that
Closing Date;
(j) (setting the Interest Rate)
(i) the Servicer shall set the interest rate on
the Receivables in accordance with the
requirements of the Series Notice; and
(ii) subject to the relevant Series Notice, if the
Trustee has perfected its title to the
Receivables or Receivable Securities and
the Trustee is entitled to vary the interest
rate in accordance with the terms of the
Receivables, the Servicer shall, in accordance
with the terms of the Receivables, set and
maintain the interest rate on the relevant
Receivables at or above the relevant
Threshold Rate as advised by the Trust
Manager in accordance with the Master
Trust Deed and the Series Terms and
promptly notify the relevant obligors;
(k) (notification)
notify:
(i) the Trustee and the Trust Manager of
any event which it reasonably believes
is likely to have an Adverse Effect
promptly after becoming aware of
such event; and
(ii) the Trust Manager of anything else
which the Trust Manager reasonably
requires regarding any proposed
modification to any Receivable or
Receivable Security.
(l) (provide information and access on request)
provide information reasonably requested
by the Trustee or the Trust Manager, with
respect to all matters relating to each
Relevant Trust and the assets of the relevant
Trust, and the Trustee or the Trust Manager
believes reasonably necessary for it to
perform its obligations under the relevant
Transaction Documents, and upon
reasonable notice and at reasonable times
permit the Trustee to enter the Premises and
inspect the Data Base in relation to each
Relevant Trust and the Relevant Documents;
(m) (comply with other obligations)
comply with all its obligations under any
Transaction Document to which it is a party,
where a failure to do so would result in an
Adverse Effect;
(n) (pay taxes)
subject to receiving payment from, or being
reimbursed by, the relevant obligor or being
indemnified by the Trustee, pay all Taxes
that relate to the Services (other than
any Tax on the income of a Trust) or ensure
those Taxes are paid or where such Taxes are
incurred due to the default or breach of duty
by the Servicer;
(o) (not claim)
not claim any Security Interest over any Asset;
(p) (availability of Data Base)
make the Data Base that relates to the Services
available for inspection by the Trustee at any
reasonable time;
(q) (comply with Series Notice)
comply with any undertaking specified as an
additional Servicer undertaking in a relevant
Series Notice, including, without limitation,
providing the Trust Manager with any information
referred to in that Series Notice;
(r) (insurances)
ensure that the Premises are appropriately insured
for fire and public risks, and that it has
appropriate directors and officers insurance;
(s) (additional amounts)
notify Westpac and the trust Manager immediately
of each request by an obligor to borrow further
moneys under or in relation to a Receivable or
Receivable Security which is a "top-up" and
which the Servicer has approved; and
(t) (comply with Trust Back)
apply any moneys it receives in relation to
any other Secured Liability in accordance with
the relevant Trust Back in accordance with the
directions of the Trustee.
Appendix 2
USAP (UNITED STATES)
Mortgage Principal, Interest and Amortization
Minimum Servicing Standards
1. Reconciliations shall be prepared on a
monthly basis for all custodial bank accounts
and related bank clearing accounts. These
reconciliations shall:
- be mathematically accurate;
- be prepared within forty five (45) calendar
days after the cutoff date;
- be reviewed and approved by someone other
than the person who prepared the reconciliation;
and
- document explanations for reconciling items.
These reconciling items shall be resolved within
ninety (90) calendar days of their original
identification.
2. Funds of the servicing entity shall be advanced
in cases where there is an overdraft in an
investors or a mortgagors account.
(Suggested procedures for this MSS are located
in the "Disbursements" Section below.)
3. Each custodial account shall be maintained at a
federally insured depository institution in trust
for the applicable investor.To replace "a
federally insured depository institution
with an approved deposit taking
institution with a stipulated rating from a
rating agency
4. Escrow funds held in trust for a mortgagor
shall be returned to the mortgagor within
thirty (30) calendar days of payoff of the
mortgage loan.(Suggested procedures to test
this MSS are located in the Mortgage Payments
Section below.)
Mortgage Payments
Minimum Servicing Standards
1. Mortgage payments shall be deposited into the
custodial bank accounts and related bank clearing
accounts within two business days of receipt.
2. Mortgage payments made in accordance with
the mortgagors loan documents shall be posted
to the applicable mortgagor records within two
business days of receipt.
3. Mortgage payments shall be allocated to principal,
interest, insurance, taxes or other escrow items
in accordance with the mortgagors loan
documents.
4. Mortgage payments identified as loan payoffs
shall be allocated in accordance with the
mortgagors loan documents.
Disbursements
Minimum Servicing Standard
1. Disbursements made via wire transfer on behalf
of a mortgagor or investor shall be made only
by authorized personnel.
2. Disbursements made on behalf of a mortgagor
or investor shall be posted within two business
days to the mortgagors or investors records
maintained by the servicing entity.
3. Tax and insurance payments shall be made on
or before the penalty or insurance policy
expiration dates, as indicated on tax bills and
insurance premium notices, respectively,
provided that such support has been received
by the servicing entity at least thirty (30)
calendar days prior to these dates.
4. Any late payment penalties paid in conjunction
with the payment of any tax bill or insurance
premium notice shall be paid from the servicing
entitys funds and not charged to the mortgagor,
unless the late payment was due to the
mortgagors error or omission.
5. Amounts remitted to investors per the servicers
investor reports shall agree with canceled checks
or other form of payment, or custodial bank
statements.
6. Unissued checks shall be safeguarded so as to
prevent unauthorized access.
Investor Accounting and Reporting
Minimum Servicing Standard
The servicing entitys investor reports shall agree
with, or reconcile to, investors records on a
monthly basis as to the total unpaid principal
balance and number of loans serviced by the
servicing entity.
Mortgage Loan Accounting
Minimum Servicing Standard
1. The servicing entitys mortgage loan records
shall agree with, or reconcile to, the records
of mortgagors with respect to the unpaid
principal balance on a monthly basis.
2. Adjustments on ARM loans shall be computed
based on the related mortgage note and any
ARM rider Mortgage loans can be taken out at
a variable rate or fixed rate, nominated by the
mortgagor. Any adjustments will be as stated
in the mortgage loan document.
3. Escrow accounts shall be analyzed, in accordance
with the mortgagors loan documents, on at least
an annual basis. (Suggested procedures for this
MSS are located in the Disbursements Section
above).
4. Interest on escrow accounts shall be paid, or
credited, to mortgagors in accordance with the
applicable state laws. (A compilation of state
laws relating to the payment of interest on escrow
accounts may be obtained from National FSI by
contacting Medgine Bocage at (212) 773-2397.
Suggested procedures for this MSS are located
in the Disbursements Section above.)
Delinquencies
Minimum Servicing Standards
Records documenting collection efforts shall
be maintained during the period a loan is in
default and shall be updated at least monthly.
Such records shall describe the entitys activities
in monitoring delinquent loans including,
for example, phone calls, letters and mortgage
payment rescheduling plans in cases where
the delinquency is deemed temporary (e.g.,
illness or unemployment).
Insurance Policies
Minimum Servicing Standards
A fidelity bond and errors and omissions policy
shall be in effect on the servicing entity
throughout the reporting period in the amount
of coverage represented to investors in
managements assertion.This type of
representations are not given in Australia.
Certain non-rated servicing entities may have
indemnity insurance.
Exhibit 99.3
PRICEWATEHOUSECOOOPERS LETTERHEAD
Westpac Securities Administration Limited
4th Floor, Endeavour House
50 Pitt Street
SYDNEY, NSW 2000
Attention: Mr Robert Hamilton
The Mortgage Company Pty Limited
Level 25
60 Martin Place
Sydney NSW 2000
Attention: Mr Andrew Carriline
Dear Sirs
Scope
We have audited the control procedures of The
Mortgage Company Pty Limited (the "Servicer")
in relation to its role as custodian as at
February 2003 in order to express an opinion
about their effectiveness based upon the
requirements of Clause 3.3 of the Westpac
Securitisation Trusts ("WST") Servicing
Agreement (the " Agreement").
The control procedures operating in relation to
the Series 1998-1 G WST Trust were audited as part
of the overall custody audit of the WST
Securitisation Program.
Unless otherwise defined, terms and phrases have the
same definition as those appearing in the WST
Transaction Documents.
The criteria required by Schedule 2 of the
Agreement are that:
1. the custodial duties and responsibilities of
the Servicer, as outlined in Section 3 of
the Agreement, are met;
2. the Relevant Documents are capable of
identification,segregated by reference to the
relevant Portfolio of Receivables and from
other mortgage title documents held by the
Servicer;
3. the Relevant Documents may not be removed or
tampered with except with appropriate
authorisation; and
4. an appropriate tracking system is in place such
that the location of the Relevant Documents
can be detected at any time.
5. the Security Packets contain the Relevant
Documents which the Series Terms indicate
that they should ( including, as a minimum,The
Receivable Security documents, and any
certificate of Title if issued) Based on a
review of a sample of Security Packets.
The Servicer, under the delegation of the Trustee,
is responsible for maintaining an effective internal
control structure for the custodial operations of
Series 1998-1 G WST Trust. We have conducted an
independent audit of the control procedures in order
to express an opinion on them to the Trustee and
the Servicer.
Our audit of the control procedures has been
conducted in accordance with Australian Auditing
Standard AUS 810 "Special Purpose Reports on the
Effectiveness of Control Procedures" and
accordingly included such tests and procedures as
we considered necessary in the circumstances.
These procedures have been undertaken to form an
opinion whether in all material respects, the
control procedures in relation to the Servicer's
role as custodian were adequately designed so as
to achieve the criteria referred to above, and were
operating effectively at the time of our audit.
This report has been prepared for distribution to
the Trustee and the Servicer for the purpose of
monitoring the Servicer's custodial role. We
disclaim any assumption of responsibility
for any reliance on this report to any person
other than those mentioned, or for any purpose
other than that for which it was
prepared.
Inherent Limitations
Because of the inherent limitations of any internal
control structure it is possible that errors or
irregularities may occur and not be detected.
Further, the internal control structure, within
which the control procedures that we have audited
operate, has not been audited and no opinion
is expressed as to its effectiveness.
An audit is not designed to detect all weaknesses
in control procedures as it is not performed
continuously throughout the period and the tests
performed are on a sample basis.
Any projection of the evaluation of control
procedures to future periods is subject to the risk
that the procedures may become inadequate because
of changes in conditions, or that the degree of
compliance with them may deteriorate.
The audit opinion expressed in this report has been
formed on the above basis.
Findings
No errors were detected during our audit. On the
basis of these
findings and in accordance with schedule 2 of
the agreement, we grade the custodial performance
of the servicer as Good as defined in schedule 2
of the agreement i.e all control procedures
and accuracy of information in respect of Relevant
Documents completed without exception, other than
immaterial and occasional
variances.
Audit Opinion
In our opinion the Servicer maintained, in all
material respects, effective control procedures
in relation to the custodial operations of the
WST Securitisation Program, which includes
Series 1998-1G WST Trust, as at February
2003 based on the criteria referred to above.
/s/ PricewaterhouseCoopers
- --------------------------------------
PricewaterhouseCoopers
Chartered Accountants
/s/ MJ Codling
- -----------------------
Partner
Sydney, 6 March 2003
Exhibit 99.4
THE MORTGAGE COMPANY PTY LIMITED
CERTIFICATE OF COMPLIANCE
OFFICERS CERTIFICATE OF COMPLIANCE
The undersigned, a duly authorised representative of
The Mortgage Company, acting as Servicer (the Servicer),
pursuant to the Servicing Agreement between
Westpac Banking Corporation, Westpac Securities
Administration Limited as Trustee and The Mortgage
Company Pty Limited as Trust Manager dated
18 February 1997, as amended (the Agreement),
certifies that:
1. As of the date hereof, The Mortgage Company Pty
Limited is the Servicer of Series 1998-1G
WST Trust.
2. A review of the activities of the Servicer
during the calendar year ending 30 June 2003
and its performance under the pooling and
servicing agreement or similar agreements has
been made under my supervision.
3. Based on such review, to my knowledge and after
making appropriate enquiries,the Servicer has
fulfilled its obligations under the pooling and
servicing agreement or similar agreements
relating to the Trust throughout the financial
year ended 30 June 2003, except as may be set
forth in paragraph 4 below.
4. The following is a description of any exceptions
to paragraph 3. above:
None.
Capitalised terms used but not defined in this
Officers Certificate have their respective
meanings set forth in the Agreement, unless the
context requires otherwise or unless otherwise
defined in the Officers Certificate.
IN WITNESS WHEREOF, the undersigned has duly
executed
this Officers Certificate
this 18th day of September, 2003.
Authorised Signatory
The Mortgage Company Pty limited
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) The Mortgage Company Pty Limited
____________________________________________________
By /s/ Peter Walden - Director
____________________________________________________
18 September 2003
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
By /s/ Christopher Bannister - Director
____________________________________________________
18 September 2003
By /s/ Philip Chronican - Director
____________________________________________________
18 September 2003