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 September 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
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Commission file number 333-54988
ANZ Capel Court Limited
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(Exact name of registrant as specified in its
charter)
Victoria, Australia N/A
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Level 12
530 Collins Street
Melbourne Victoria 3000
AUSTRALIA N/A
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (61 3) 9273 3173
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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
Kingfisher Trust 2001-1G (the "Trust") and the Class
A Residential Mortgage Backed Floating Rate
Notes (the "Notes") issued pursuant to the Note Trust
Deed dated May 18, 2001, between Perpetual Trustee
Company Limited, as Trustee (the "Issuer Trustee"); ANZ
Capel Court Limited (the "Trust Manager") as Trust
Manager; and The Bank of New York, New York Branch as
Principal Paying Agent (the "Note Trustee").
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
Prospectus on Form 424B1(File No.333-54988).
Accordingly, there is no relevant information to
report in response to Item 101 of Regulation S-K.
Item 2. Properties
The Trust does not own any physical properties.
The property of the Trust consists solely of residential
mortgage loans.
Information concerning such property can be found in the
Trust's Investor Reports and Prospectus filed with the
Securities and Exchange Commission by the Registrant under
Forms 8-K and 424B1 respectively.
Item 3. Legal Proceedings.
The Registrant knows of no material legal proceedings
involving the Issuer Trustee, the Servicer or the Registrant
with respect to the Trust which were pending as of
September 30, 2003, or as of the date of this report
other than routine litigation incidental to the duties
of the respective parties.
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 quarterly Investor Reports, which are required to
be included with each quarterly distribution of the
Trusts assets to Noteholders, set 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 Investor Reports for the Payment Dates in December 2002,
March 2003, June 2003 and September 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 Investor 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 or for the account of 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 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;
- - 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 Providers
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
Investor Reports (filed under Current Reports on Form
8-K) and the aggregated totals for the fiscal year
incorporated herein as Exhibit No. 99.1. 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.
All of the Class A Noteholders maintained their security
positions with the Depository Trust Company. While some of
the Noteholders security positions in the Trust may exceed
5% of the outstanding amount of the Notes, such Notes do not
constitute voting securities within the meaning of Item 403
of Regulation S-K.
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 Supplemental Deed.
Item 14. Principal Accounting Fees and Services
The Trust is an Asset-Backed Issuer and is not required
to disclose the information required by this item.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a) (1) and (2):
Incorporated herein as Exhibit 99.1 are the aggregate totals
of the Investor Reports to the Trust for the fiscal
year ended September 30, 2003. A Copy of the Officers Certificate
of Compliance is attached hereto and is incorporated herein by
reference as Exhibit No. 99.2.
(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 Custodial Services Audit Report 99.2
Exhibit 99.3 Independent Auditor's Annual
Servicer Compliance Certificate 99.3
Exhibit 99.4 Annual Servicer Compliance Officer's
Certificate 99.4
(b) On December 20, 2002, March 20, 2003, June 24,
2003 and September 24, 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 December 20, 2002 Payment Date
Form 8-K for the March 20, 2003 Payment Date
Form 8-K for the June 20, 2003 Payment Date
Form 8-K for the September 22, 2003 Payment Date
Exhibit 31
Section 302 Certification
Kingfisher Trust 2001-1G
I, Michael Dontschuk, Managing Director and Principal Financial
Officer of ANZ Capel Court Limited, 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 the Kingfisher Trust 2001-1G filed by ANZ
Capel Court Limited (the Trust Manager and Registrant);
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 servicer's 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.
Signature: /s/ Michael Dontschuk
_____________________________
January 15, 2004
Title: Managing Director
Exhibit 99.1
AGGREGATE TOTALS FOR THE FISCAL YEAR
INVESTOR REPORT - KINGFISHER TRUST 2001-1G
Interest Periods Collection Periods
From 20 September 2002 2 September 2002
To 22 September 2003 1 September 2003
No: of days 367 days 364 days
Principal & Coupon details
Class A Notes Class B Notes
Face Value USD 1,000,000,000.00 AUD 41,500,000.00
Opening Principal Balance USD 638,869,865.76 AUD 41,500,000.00
Opening Note Factor 0.6389 1.0000
Base Rate (Average) (USD LIBOR 3M) 1.3913% (BBSW 3M) 4.7663%
Margin 0.1800% 0.5000%
Base Rate + Margin (Average) 1.5713% 5.2663%
Interest Payment USD 9,092,953.81 2,196,808.99
Principal Payment USD 208,148,883.73 0.00
Closing Principal Balance USD 430,720,982.03 AUD 41,500,000.00
Closing Note Factor 0.4307 1.0000
Moody's Current Rating Aaa
S&P Current Rating AAA AA-
Fitch Current Rating AAA AA-
Foreign Exchange Rate 0.5180
Available Income AUD 68,399,132.19
Total Available Funds AUD 68,399,132.19
Trust Expenses AUD 63,200,060.77
Excess Income Distributed AUD 5,199,071.42
Gross Principal Collections AUD 415,678,940.15
Redraws Made AUD 13,847,118.28
Principal Distributed AUD 401,831,821.87
Exhibit 99.2
BDO Chartered Accountants Letterhead
DOCUMENT CUSTODY AUDIT REPORT
To the Manager
Primary Markets Group
ANZ Capel Court
Level 6, 530 Collins Street,
MELBOURNE VIC 3000
Scope
We have audited the control procedures of the Custodian in relation to its
role as custodian as at 28 February 2003 in order to express an opinion
about their effectiveness based upon the requirements of Section 7.5 of
the Kingfisher Trust 2001-1G Supplemental Trust Deed.
Unless otherwise defined, terms and phrases have the same definition as
those appearing in the Kingfisher Trust 2001-1G Transaction Documentation.
The criteria required by Section 7.6 of the Deed are that:
(i) the purchased receivables and related securities forming part of
the assets of the Trust are capable of identification and are
distinguishable from the other assets of the Custodian;
(ii) controls exist such that the title documents relating to such
purchased receivables and related securities may not be removed
or tampered with except with appropriate authorisation;
(iii) an appropriate tracking system is in place and such that the
location of the security packets containing the title documents
in respect of the purchased receivables and related securities of
the Trust can be detected at any time and the location of the title
documents can be detected at any time; and
(iv) to confirm the accuracy of the Servicer's Statement in respect of
the purchased receivables and related securities.
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 Custodians 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 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 then those mentioned, or for any purpose other than that for
which it is 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 the 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 express in this report has been formed on the above basis.
Audit Opinion
In our opinion, based upon the criteria specified above, the rating for the
Custodian is "good" as at 28 February 2003, as described in section 7.7 of
the Supplementary Trust Deed of Kingfisher Trust 2001-1G.
BDO
Chartered Accountants
Robert D D Collie
Partner
Melbourne, 15 May 2003.
CC: Clare Heaton
Perpetual Trustee Company Limited
Exhibit 99.3
KPMG Letterhead
Independent Auditor's Annual Servicer
Compliance Certificate to the Directors
of ANZ Capel Court Ltd (the Trust Manager)
Scope
We have reviewed Australia and New Zealand Banking Group Limited's
(the "Servicer") activities for the purpose of determining its compliance
with the servicing standards contained in the Master Servicer Deed dated
11 August 2000 (the "Document"), attached as Appendix 1, in relation to
the Kingfisher Trust 2001-1G (the "Trust") for the year ended
30 September 2003, in accordance with the statement by the Division of
Corporation Finance of the Securities and Exchange Commission dated
21 February 2003, and our engagement letter dated 22 December 2003.
We have reviewed the servicing standards contained in the Document 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.
The management of the Servicer is responsible for maintaining an effective
internal control structure including internal control policies and
procedures relating to the servicing of mortgage loans. We have
conducted an independent review of the servicing standards included in
Appendix 1, in order to express a statement on the Servicer's compliance
with them to the Trust Manager.
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 have been significant deficiencies in
the Servicer's compliance with the servicing standards contained in the
Document for the year ended 30 September 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 the Trust Manager as at
30 September 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
22 December 2003. We disclaim any assumption of responsibility for
any reliance on this review statement, to any person other than
the Trust Manager.
Statement
Based on our review:
- - nothing has come to our attention to indicate that there have been
any significant deficiencies in Australia and New Zealand Banking
Group Limited's compliance with the servicing standards contained
in the Document, attached as Appendix 1, in respect of the Trust for
the year ended 30 September 2003; and
- - the servicing standards contained in the Document for the Trust are
similar to the minimum servicing standards contained in the USAP
except for:
# The Document contains no servicing standards relating to Escrow
Funds because it is not relevant. In Australia, the mortgagee
or Servicer does not become responsible for taxes, insurance,
and other payments associated with home ownership when it becomes
mortgagee of the Related Security.
# The Document contains no servicing standards relating to investor
reports. The Trust Manager under cl.17.2 of the Trust's Note
Trust Deed carries out the preparation and distribution of
investor reports. The Servicer is not responsible for the
preparation of investor reports.
# USAP requires mortgage payments to be deposited into the custodial
bank accounts and related bank clearing accounts within two business
days of receipt. The Document does not contain an equivalent
standard to this USAP requirement as the risks anticipated by
the USAP are fully mitigated.
# USAP requires funds of the servicing entity to be advanced in cases
where there is an overdraft in an investor's or a mortgagor's account.
The Document does not contain an equivalent standard to this USAP
standard. The loans serviced under the Servicing Deed do not include
overdraft accounts.
# USAP requires tax and insurance payments to 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. The Document does
not contain an equivalent standard to this USAP standard. In Australia,
the mortgagee or Servicer does not become responsible for taxes,
insurance, and other payments associated with home ownership when it
becomes mortgagee of the Related Security.
# USAP requires any late payment penalties paid in conjunction with
the payment of any tax bill or insurance premium notice shall be paid
from the servicing entity's funds and not charged to the mortgagor,
unless the late payment was due to the mortgagor's error or omission.
The Document does not contain an equivalent standard to this USAP
standard because it is not relevant. In Australia, the mortgagee or
Servicer does not become responsible for taxes, insurance, and other
payments associated with home ownership when it becomes mortgagee
of the Related Security.
# The Document does not impose any servicing standard on the Servicer
to maintain a fidelity-bond and errors and omissions policy.
However as a matter of commercial necessity and prudent risk
management, the Servicer does maintain a Comprehensive Criminal
and Civil Liability insurance policy with an insured amount of a
multiple of AUD 50,000,000. The precise insured amount is commercial
in confidence.
KPMG
Michelle Somerville
Partner
Place: Melbourne, Australia
Date: 15 January 2004
Appendix 1
Australia and New Zealand Banking Group Ltd (the "Servicer")
Servicing Standards
The following servicing standards are contained in the
Master Servicing Deed - Kingfisher Master Trusts dated 11 August 2000
2 Servicing of Receivables and General Servicer Covenants
Appointment of Servicer
2.1 The Trustee appoints the Servicer to act as servicer to
service and administer the Receivables and the Related
Securities of each Relevant Trust upon and subject to the
terms of the Transaction Documents in relation to which the
Servicer is specified as, and agreed to act as, the Servicer
in the relevant Supplemental Deed. By executing a
Supplemental Deed, the Servicer shall be taken to have
accepted that appointment, and agreed to perform the role of
Servicer in relation to that Relevant Trust in accordance with
this deed and the relevant Supplemental Deed.
2.2 The appointment of the Servicer under clause 2.1 in respect of
a Relevant Trust may apply in relation to:
(a) Receivables and Related Securities which are originated and
entered into by the Trustee, under the terms of a Mortgage
Origination and Management Deed; and
(b) Receivables and Related Securities which are acquired by
the Trustee from a Seller in accordance with the Master
Trust Deed.
Delegation by the Servicer
2.3 The Servicer has the power to delegate or subcontract in
relation to some or all of its obligations under this deed to
an Originator by entering into a Mortgage Origination and
Management Deed or such other agreement.
Despite any delegation, the Servicer remains liable for the
origination and servicing of the Receivables and the Related
Securities in respect of a Relevant Trust in accordance with
the Transaction Documents. The Servicer must select and
supervise each Originator with due care.
Servicer's Obligations
2.4 The Servicer must service the Receivables and Related Securities
of each Relevant Trust and otherwise carry out and perform its
duties and obligations under the Transaction Documents:
(a) in accordance with all applicable laws; and
(b) in a proper and businesslike manner; and
(c) subject to paragraph (a) above, in accordance with the
Servicing Procedures; and
(d) to the extent not covered in the Transaction Documents
or the Servicing Procedures, in accordance with the
standards and practices of a prudent lender having regard
to the assets of the Relevant Trust.
No other provision of this clause 2 limits the obligations
of the Servicer in this clause 2.4.
2.5 Except in accordance with the terms of the relevant Supplemental
Deed (whether or not at the direction of the Trust Manager),
neither the Trustee nor the Trust Manager is entitled to
exercise any servicing functions in connection with any
Receivable or Related Security unless it is acting as Servicer.
Servicer agrees to perform duties
2.6 The Servicer agrees to carry out and perform its duties and
obligations contained in this deed in respect of the Receivables
and Related Securities of a Relevant Trust until the earlier of:
(a) the date of its retirement or removal as Servicer in
accordance with this deed or the relevant Supplemental Deed;
and
(b) the date upon which the Relevant Trust is terminated.
General Servicer covenants
2.7 The Servicer covenants with the Trustee and the Trust Manager
that it will at all times during the term of its appointment in
respect of each Relevant Trust:
(a) recommend to the Trustee or such other Custodian or Sub-servicer
(as the case may be)whether or not to take action (including the
type of action to be taken) or to incur such expense to protect
or enforce the terms of any Receivable and Related Security
forming part of the Assets of the Relevant Trust or otherwise
exercise any rights conferred under documentation or at law in
relation to the Receivable and Related Security and take such
action and incur such expenses as are necessary for such
protection, enforcement or exercise of rights as approved
by the Trustee;
(b) set the interest rate charged (if that rate is a variable rate)
on or any fees payable in respect of each Receivable of the
Relevant Trust on the instructions of the Trust Manager;
(c) prepare and collate all reasonably necessary performance
statistics of the Receivables and Related Securities for the
Relevant Trust;
(d) provide to the Trustee and the Trust Manager promptly from
time to time such information, documents, records, reports
or other information relating to the Receivables and Related
Securities of the Relevant Trust or the operations of the
Servicer as may be reasonably requested by either of them;
(e) subject to the terms of the relevant Supplemental Deed, on
behalf of the Trustee, collect all Collections received by
it in respect of each Receivable and Related Security of the
Relevant Trust and remit any such Collections received by the
Servicer to the relevant Collection Account (or sub accounts
of that account) on or before the Payment Date relating to
that Collection Period in the manner required by the relevant
Supplemental Deed;
(f) maintain any loan account in respect of any Receivable of the
Relevant Trust and give all notices, documents or statement
required to be given under the Servicing Procedures to the
relevant Debtor or Security Provider;
(g) with respect to any Mortgage Insurance Policies:
(i) promptly prepare and assist the Trustee to the extent
it is able to make claims under Mortgage Insurance
Policies when the Trustee is entitled to do so or at
the request of the Trustee;
(ii) not, without the consent of the Trustee, do anything
which could reasonably be expected to materially
adversely affect or limit the rights of the Trustee,
under or in respect of Mortgage Insurance Policies to
the extent those rights relate to a those Receivables;
and
(iii) comply with, and to the extent it is able ensure that,
all requirements and conditions of the Mortgage
Insurance Policies are complied with;
(h) not, without the consent of the Security Trustee, consent to
the creation or existence of a Security Interest in the
Receivables and Related Securities of the Relevant Trust to a
third party, except as contemplated by the Transaction Documents;
(i) electronically identify all Receivables and Related Securities
of the Relevant Trust in its electronic database in order to
identify the Collections and other relevant cashflows in
respect of the Receivables and Related Securities;
(j) except as required by law, the Servicing Procedures and the
terms of the relevant Receivable or Related Security, not
without the consent of the Trustee:
(i) release the Debtor from any amount owing in respect
of a Receivable of the Relevant Trust or otherwise
vary or discharge any such Receivable or Related
Security; or
(ii) enter into any agreement or arrangement which has the
effect of altering the amount payable in respect of
a Receivable of the Relevant Trust where to do so
would have a Material Adverse Effect;
(k) except as approved by the relevant Mortgage Insurer (if
applicable or under a Binding Provision or an order,
decision, finding, judgment or determination of a Competent
Authority) and the Trustee of the Relevant Trust, not grant
any extension of the maturity of a Receivable of the
Relevant Trust or, except as otherwise required by law,
allow any reduced payment that would result in such extension;
(l) notify the Trustee and the Trust Manager of:
(i) the occurrence of any event which it reasonably believes is
likely to have a Material Adverse Effect; and
(ii) the occurrence of a Servicer Default,
promptly after becoming aware of such event;
(m) perform any obligations imposed upon the Servicer under a
relevant Supplemental Deed or as otherwise agreed between
the Trustee, the Trust Manager and the Servicer;
(n) recommend to the Trustee the course of action to be taken
if requested by a Debtor to grant any extension of time at
maturity in relation to, vary or release any Receivable or
Related Security of a Relevant Trust; and
(o) maintain all authorisations, licences, permits, approvals
and other registrations as may be required under any
applicable legislation to act as servicer of the Receivables
and the Related Securities.
Servicer's Statement
2.8 On each Determination Date, in respect of each Relevant Trust,
the Servicer will prepare and submit to the Trust Manager a
statement ("Servicer's Statement") setting out certain agreed
information with respect to the Receivables and Related
Securities of the Relevant Trust for the most recent Collection
Period.
The required contents of the Servicer's Statement may be
specified in the Supplemental Deed for each Relevant Trust or
otherwise agreed between the Trust Manager and the Servicer.
Approval of Enforcement
2.9 The Trustee agrees to approve all recommendations made by the
Servicer under clause 2.7 that are in accordance with the
Servicing Procedures.
2.10 The Servicer may, on behalf of the Trustee, provide information
in relation to Debtors and Security Providers (including,
without limitation, information which may be subject to
statutory or general law duties of confidentiality or privacy)
to other persons for the purpose of the Servicer fulfilling
its obligations as Servicer or the obligations of the Trustee
in relation to the Receivables and the Related Securities.
Appendix 2
Uniform Single Attestation Program
for Mortgage Bankers ("USAP")
Minimum Servicing Standards
Custodial Bank Accounts
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
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
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
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
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.
4. Interest on escrow accounts shall be paid, or
credited, to mortgagors in accordance with the
applicable state laws. (A compilation of state
laws relating to the payment of interest on escrow
accounts may be obtained through the MBA's
FAX ON DEMAND service. For more information,
contact MBA.)
Delinquencies
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
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 99.4
15 January, 2004
The Directors
ANZ Capel Court Ltd
C/- Level 12, 530 Collins Street
Melbourne Vic 3000
Dear Sirs and Mesdames,
Re: Back-Up Certification
Annual Servicer Compliance Officer's Certificate
Section 302 Certification - Paragraph 4.
The undersigned, a duly authorized representative of Australia
and New Zealand Banking Group Limited, as Servicer (the
"Servicer"), pursuant to the Master Servicing Deed - Kingfisher
Master Trusts between the Issuer Trustee, Servicer and the Trust
Manager], dated 11 August 2000 (the "Master Servicing Deed"),
does hereby certify that:
1. Capitalized terms used but not defined in this Officer's
Certificate have their respective meanings set forth in
the Agreement, unless the context requires otherwise or
unless otherwise defined in this Officer's Certificate.
2. As of the date hereof, Australia and New Zealand Banking
Group Limited is the Servicer of the Kingfisher Trust
2001-1G (the "Trust").
3. This Officer's Certificate is delivered pursuant to the
Master Servicing Deed.
4. A review of the activities of the Servicer during the
calendar year ended 30 September 2003 and of its performance
under the pooling and servicing, or similar, agreement
was made under my supervision.
5. Based on such review, to my knowledge, the Servicer has
fulfilled its obligations under the pooling and servicing,
or similar, agreement relating to the Trust (including
the Kingfisher Master Trusts - Master Trust Deed, the
Master Servicing Deed and the Kingfisher Trust 2001-1G
Supplemental Deed relating to the Kingfisher Trust 2001-1G)
throughout such calendar year, except as set forth in
paragraph 6 below.
6. The following is a description of any exceptions to
paragraph 5 above: Nil.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer
of the Servicer, has duly executed this Officer's Certificate
this 15th day of January 2004.
Australia and New Zealand Banking Group Limited as Servicer
Michael Campbell
Chief Financial Officer
ANZ Mortgage Group
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) ANZ Capel Court Limited
____________________________________________________
By /s/ Michael Dontschuk - Managing Director
____________________________________________________
January 15, 2004
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/ Michael Dontschuk- Managing Director
____________________________________________________
January 15, 2004
By /s/ Judith Downes- Director
____________________________________________________
January 15, 2004