<PAGE>

                                                                     Exhibit 4.5


                  HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                  DEED OF CHARGE

DATE:             3 January, 2001

PARTIES:          PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) in
                  its capacity as trustee of the Trust having its registered
                  office at Level 7, 39 Hunter Street, Sydney NSW 2000 ("ISSUER
                  TRUSTEE") P.T. LIMITED (ABN 67 004 454 666) having its
                  registered office at Level 7, 39 Hunter Street, Sydney NSW
                  2000 ("SECURITY TRUSTEE") HOMESIDE GLOBAL MBS MANAGER, INC.
                  having its registered office at 7301 Baymeadows Way,
                  Jacksonville, Florida 32256, United States of America ("GLOBAL
                  TRUST MANAGER") THE BANK OF NEW YORK, NEW YORK BRANCH, a New
                  York banking corporation acting through its New York branch at
                  101 Barclay Street, 21W, New York, New York 10286 ("NOTE
                  TRUSTEE").

RECITALS:

            A.    The Master Security Trust Deed makes provision for the
                  establishment of the Security Trust pursuant to this deed.

            B.    As security for its obligations to the Secured Creditors, the
                  Issuer Trustee, as trustee of the Trust, has agreed to grant
                  to the Security Trustee a charge over all of the Assets of the
                  Trust for the benefit of the Secured Creditors.

            C.    The Issuer Trustee has the power under the Master Trust Deed
                  to grant the charge evidenced in the Master Security Trust
                  Deed and this deed.

            D.    The Security Trustee has agreed to act as trustee for the
                  Secured Creditors and hold the benefit of the Charge on trust
                  for the Secured Creditors and otherwise act in accordance with
                  the Master Security Trust Deed and this deed.

            E.    The Note Trustee acts as Note Trustee on behalf of the Class A
                  Noteholders in accordance with the Note Trust Deed.

OPERATIVE PROVISIONS:

1     INTERPRETATION
-------------------------------------------------------------------------------
            1.1   The following words have these meanings unless the contrary
                  intention appears:

                  DEFINITIONS SCHEDULE means the deed entitled "HomeSide
                  Mortgage Securities Trusts Definitions Schedule" dated on or
                  about the date of this deed between the parties described in
                  Schedule 1 to that deed.

                  EVENT OF DEFAULT means the occurrence of any of the following
                  events in respect of the Trust:

                  (a)   the Issuer Trustee fails to pay or repay any amount due
                        under:

                                       1

<PAGE>

                        (i)   the Class A Notes or the Redraw Notes (for such
                              times as the Class A Notes or the Redraw Notes, as
                              the case may be, are outstanding);

                        (ii)  the Class B Notes (after all of the Class A Notes
                              and the Redraw Notes have been repaid or redeemed
                              in full); or

                        (iii) any Transaction Document,

                        within 10 Business Days of the due date for payment or
                        repayment of such amount;

                  (b)   the Issuer Trustee is (for any reason) not entitled
                        fully to exercise its right of indemnity against the
                        Assets of the Trust to satisfy any liability to a
                        Secured Creditor and the circumstances are not rectified
                        to the reasonable satisfaction of the Security Trustee
                        within 14 days of the Security Trustee requiring the
                        Issuer Trustee in writing to rectify them;

                  (c)   the Issuer Trustee fails to perform or observe any other
                        provision of a Transaction Document (other than the
                        obligations referred to in this definition), where such
                        failure will have a Material Adverse Effect and the
                        failure is not remedied within 30 days after written
                        notice from the Security Trustee requiring the Issuer
                        Trustee to rectify them;

                  (d)   an Insolvency Event occurs in respect of the Issuer
                        Trustee (in its capacity as trustee of the Trust) and
                        the Issuer Trustee is not replaced (by either the Global
                        Trust Manager or a replacement trustee) in accordance
                        with the Master Trust Deed within 30 days of such
                        Insolvency Event;

                  (e)   the Charge:

                        (i)   is or becomes wholly or partly void, voidable or
                              unenforceable; or

                        (ii)  loses the priority which it has at or after the
                              date of this deed;

                  (f)   all or any part of any Transaction Document, is
                        terminated (other than the Basis Swap, the Fixed Rate
                        Swap, the Redraw Facility Agreement or a Currency Swap,
                        in respect of a termination because of an action of a
                        taxing authority or change in tax law) or is or becomes
                        void, illegal, invalid, unenforceable or of limited
                        force and effect, or any party becomes entitled to
                        terminate, rescind or avoid all or part of any
                        Transaction Document (other than the Basis Swap, the
                        Fixed Rate Swap, the Redraw Facility Agreement or a
                        Currency Swap, in respect of a termination because of an
                        action of a taxing authority or a change in tax law); or

                                       2

<PAGE>

                  (g)   except with the prior consent of the Security Trustee,
                        that consent only to be given upon the instructions or
                        the consent of the Voting Secured Creditors:

                        (i)   the Trust is wound up, or the Issuer Trustee is
                              required to wind up the Trust under the terms of
                              this deed, or applicable law, or the winding up of
                              the Trust commences; or

                        (ii)  the Trust is held or conceded by the Issuer
                              Trustee not to have been constituted or to have
                              been imperfectly constituted; or

                        (iii) the Issuer Trustee ceases to be authorised to hold
                              the property of the Trust in its name and perform
                              its obligations under the Transaction Documents.

                  NOTE TRUST DEED means the Note Trust Deed in respect of the
                  Trust.

                  SECURED CREDITOR means:

                  (a)   the Note Trustee (in its personal capacity and as
                        trustee of the Note Trust) on behalf of each Class A
                        Noteholder;

                  (b)   each Class A Noteholder;

                  (c)   each Class B Noteholder:

                  (d)   each Redraw Noteholder;

                  (e)   each Paying Agent;

                  (f)   each Counterparty;

                  (g)   the Liquidity Facility Provider;

                  (h)   the Redraw Facility Provider;

                  (i)   the Depositor;

                  (j)   the Servicer;

                  (k)   the Seller;

                  (l)   the Global Trust Manager;

                  (m)   the Security Trustee; and

                  (n)   each Support Facility Provider (to the extent not
                        included in the above paragraphs).

                  SECURED MONEY means all amounts which at any time for any
                  reason or circumstance in connection with any Transaction
                  Document that relates to, or applies to, the Trust or this
                  deed or any transactions contemplated by any of them (insofar
                  as such transactions relate to, or

                                       3

<PAGE>

                  apply to, the Trust), whatsoever whether at law, in equity,
                  under statute or otherwise:

                  (a)   are payable, are owing but not currently payable, are
                        contingently owing, or remain unpaid by the Issuer
                        Trustee to the Security Trustee on its own account or
                        for the account of the Secured Creditors or to any
                        Secured Creditor or to any Receiver;

                  (b)   have been advanced or paid by the Security Trustee on
                        its own account or for the account of the Secured
                        Creditors or by any Secured Creditor:

                        (i)   at the express request of the Issuer Trustee; and

                        (ii)  on behalf of the Issuer Trustee;

                  (c)   which the Security Trustee on its own account or for the
                        account of the Secured Creditors or any Secured Creditor
                        is liable to pay by reason of any act or omission of the
                        Issuer Trustee or has paid or advanced in the protection
                        or maintenance of the Secured Property or the security
                        interest created by this deed following an act or
                        omission by the Issuer Trustee; or

                  (d)   are reasonably foreseeable as likely, after that time,
                        to fall within any of paragraphs (a), (b) or (c) above.

                  This definition applies:

                  (i)   irrespective of the capacity in which the Issuer
                        Trustee, the Security Trustee or any Secured Creditor
                        became entitled or is liable in respect of the amount
                        concerned;

                  (ii)  whether the Issuer Trustee, the Security Trustee or any
                        Secured Creditor is liable as principal debtor or surety
                        or otherwise;

                  (iii) whether the Issuer Trustee is liable alone or jointly,
                        or jointly and severally with another person;

                  (iv)  whether the Security Trustee or any Secured Creditor is
                        the original obligee or an assignee or a transferee of
                        the Secured Money and whether or not:

                        (A)   the assignment or transfer took place before or
                              after the delivery of this deed; or

                        (B)   the Issuer Trustee consented to or was aware of
                              the assignment or transfer; or

                        (C)   the assigned or transferred obligation was
                              secured; or

                  (v)   whether the Security Trustee or any Secured Creditor is
                        the original Security Trustee or an original Secured
                        Creditor or an


                                       4
<PAGE>

                        assignee or a transferee of the original Security
                        Trustee or an original Secured Creditor, and whether or
                        not the Issuer Trustee consented to or was aware of the
                        assignment or transfer.

                  SECURED PROPERTY means all the present and future Assets of
                  the Trust held by the Issuer Trustee on the terms of the Trust
                  in accordance with the Master Trust Deed and the Supplemental
                  Deed.

                  SECURITY TRUST means the trust constituted by this deed and
                  the Master Security Trust Deed.

                  SUPPLEMENTAL DEED means the deed entitled "HomeSide Mortgage
                  Securities Trust 2001-1 Supplemental Deed" dated after the
                  date of this deed between the Issuer Trustee, the Global Trust
                  Manager, the Security Trustee, the Note Trustee and others.

                  TRUST means the HomeSide Mortgage Securities Trust 2001-1.

            1.2   Except to the extent to which words and phrases are otherwise
                  defined in this deed, words and phrases defined in the
                  Definitions Schedule and the Supplemental Deed shall bear the
                  same meaning when used in this deed. Where definitions are in
                  respect of a "Trust" they shall be interpreted in this deed in
                  respect of the Trust. In the event of any inconsistency
                  between a definition expressly defined in this deed and a
                  definition in the Definitions Schedule, the definition in this
                  deed shall prevail. In the event of any inconsistency between
                  a definition in the Definitions Schedule and a definition in
                  the Supplemental Deed, the definition in the Supplemental Deed
                  will prevail. Any amendment to the Definitions Schedule will
                  only apply to this deed if made in accordance with the Master
                  Security Trust Deed.

            1.3   Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule are
                  incorporated into this deed as if those clauses were set out
                  in full.

            1.4   The provisions in this deed relate only to the Trust and the
                  Security Trust and apply in addition to the provisions of the
                  Master Security Trust Deed, or in place of the provisions of
                  the Master Security Trust Deed, as the case may be.

2     CREATION OF HOMESIDE MORTGAGE SECURITIES TRUST 2001-1 SECURITY TRUST
-------------------------------------------------------------------------------
CREATION OF SECURITY TRUST
            2.1   The Security Trust is constituted:

                  (a)   upon execution of this deed by the Issuer Trustee, the
                        Security Trustee, the Global Trust Manager and the Note
                        Trustee; and

                  (b)   the payment of the sum of $10 by the Global Trust
                        Manager to the Security Trustee in respect of the
                        Security Trust (the receipt of which the Security
                        Trustee acknowledges by its execution of this deed).


                                       5
<PAGE>

                        The above sum will vest in the Security Trustee and be
                        held by it on and subject to the trusts, terms and
                        conditions of this deed, the definition of "Security
                        Trust Fund" in the Definitions Schedule and the Master
                        Security Trust Deed in respect of the Security Trust and
                        will be invested by the Security Trustee in accordance
                        with the provisions of this deed and the Master Security
                        Trust Deed.

NAME OF SECURITY TRUST
                  2.2   The Security Trust established under clause 2.1 will be
                        known as the "HomeSide Mortgage Securities Trust 2001-1
                        Security Trust".

3      CHARGE
-------------------------------------------------------------------------------
                  3.1   The Issuer Trustee charges all of the Secured Property
                        to the Security Trustee as security for payment of the
                        Secured Money.

                  3.2   The Issuer Trustee acknowledges giving this Charge and
                        incurring obligations and giving rights under this deed
                        for valuable consideration.

4     NATURE OF CHARGE
-------------------------------------------------------------------------------
                  4.1   This Charge is:

                        (a)   a fixed charge on the Issuer Trustee's right,
                              title and interest in, to and under the
                              Transaction Documents; and

                        (b)   a fixed charge on all Secured Property which is:

                              (i)   interests in real property (other than
                                    those which the Issuer Trustee is
                                    prohibited by law from charging or is
                                    incompetent to charge by a fixed charge
                                    and any interest which the Issuer Trustee
                                    has in respect of any Mortgage Loans);

                              (ii)  interests in fixtures, buildings, plant and
                                    machinery;

                              (iii) book debts;

                              (iv)  securities, instruments (negotiable or
                                    otherwise) and documents of title (other
                                    than the Mortgage Title Documents in
                                    respect of the Mortgage Loans which
                                    comprise the Assets of the Trust) at any
                                    time deposited with the Security Trustee by
                                    the Issuer Trustee for any purpose;

                              (v)   books of account, invoices, statements,
                                    ledger cards and records relating to the
                                    business transactions of the Issuer
                                    Trustee; and

                              (vi)  interests in personal property not referred
                                    to above that are not acquired for disposal
                                    in the ordinary course of the Issuer
                                    Trustee's business; and


                                       6

<PAGE>

                        (c)   a floating charge on:

                              (i)   the Issuer Trustee's right, title and
                                    interest in, to and under Mortgage Loans;

                              (ii)  the proceeds of any book debt; and

                              (iii) the rest of the Secured Property.

CONVERSION TO FIXED CHARGE
                  4.2   Without derogating from the provisions of clause 8 of
                        the Master Security Trust Deed, the Security Trustee
                        may, by notice given at any time to the Issuer Trustee,
                        convert the floating charge to a fixed charge in
                        relation to the Secured Property specified in the notice
                        where the Security Trustee reasonably considers that it
                        is necessary to protect the rights of the Secured
                        Creditors under this deed and the Master Security Trust
                        Deed. The Security Trustee must notify each Current
                        Rating Agency promptly upon so converting the charge.

5     NOTICES
-------------------------------------------------------------------------------
FORM
                  5.1   A notice, approval, consent or other communication in
                        connection with this deed:

                        (a)   may be given by an Authorised Person of the
                              relevant party; and

                        (b)   must be in writing; and

                        (c)   must be left at the address of the addressee, or
                              sent by prepaid ordinary post (airmail if posted
                              to or from a place outside Australia) to the
                              address of the addressee or sent by facsimile to
                              the facsimile number of the addressee, or sent by
                              e-mail to the e-mail address of the addressee set
                              out below or which is notified to the parties from
                              time to time after execution of this deed.

                              ISSUER TRUSTEE

                              Address:      Level 3
                                            39 Hunter Street
                                            Sydney  NSW  2000
                              Facsimile:    (02) 9221 7870
                              Attention:    Manager, Securitisation
                              E-mail:       as notified from time to time

                              SECURITY TRUSTEE

                              Address:      Level 7
                                            1 Castlereagh Street
                                            Sydney   NSW   2000
                              Facsimile:    (02) 9229 9009
                              Attention:    Manager, Securitisation


                                       7

<PAGE>

                              E-mail:       as notified from time to time

                              GLOBAL TRUST MANAGER

                              Address:      7301 Baymeadows Way
                                            Jacksonville
                                            Florida 32256
                                            USA
                              Facsimile:    904 281 3062
                              Attention:    General Counsel
                              E-mail:       rjjacobs@homeside.com

                              NOTE TRUSTEE

                              Address:     101 Barclay Street, 21W
                                           New York, New York 10286
                                           United States of America
                              Facsimile:   (212) 815 3522
                              Attention:   Global Structured Products Unit
                              E-mail:      as notified from time to time

TIME EFFECTIVE
                  5.2   Unless a later time is specified in it a notice,
                        approval, consent or other communication takes effect
                        from the time it is received.

DEEMED RECEIPT
                  5.3   A notice, request, certificate, demand, consent or other
                        communication under this deed is deemed to have been
                        received:

                        (a)   where delivered in person, upon receipt at the
                              relevant office;

                        (b)   where sent by post, on the third (seventh if
                              outside Australia) day after posting;

                        (c)   where sent by facsimile, on production by the
                              dispatching facsimile machine of a transmission
                              report by the machine from which the facsimile was
                              sent which indicates that the facsimile was sent
                              in its entirety to the facsimile number of the
                              recipient; and

                        (d)   in the case of an e-mail, on receipt by the sender
                              of an e-mail from the recipient stating that the
                              e-mail was delivered in its entirety and the
                              contents and attachments of the e-mail address
                              have been received.

                        However, if the time of deemed receipt of any notice is
                        not before 4.00 p.m. (local time at the address of the
                        recipient) on a Business Day it is deemed to have been
                        received at the commencement of business on the next
                        following Business Day.

                  5.4   All notices with respect to the Secured Creditors are
                        valid if despatched by prepaid ordinary post (airmail if
                        posted to a place outside Australia) to the Secured
                        Creditors at their registered office


                                       8

<PAGE>

                        (or, in the case of Class B Noteholders and Redraw
                        Noteholders, to the address specified in the Register
                        and, in the case of joint holders, to the person whose
                        name first appears in the Register) or, in the case of
                        the Class A Noteholders, any notice will be effectively
                        given if it is given to the Note Trustee in accordance
                        with this clause and in the manner contemplated by the
                        Note Trust Deed and the Class A Note Conditions for the
                        Class A Notes. Such notice is taken to be received on
                        the third (seventh, if posted to a place outside
                        Australia) day after posting.

6     GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
-------------------------------------------------------------------------------
GOVERNING LAW
                  6.1   This deed and the Security Trust are governed by the law
                        in force in the Australian Capital Territory and the
                        rights, liabilities and obligations of the parties and
                        the other Secured Creditors are governed by the laws in
                        force in Australian Capital Territory.

NON-EXCLUSIVE JURISDICTION
                  6.2   Each party irrevocably and unconditionally submits to
                        the non-exclusive jurisdiction of the courts of the
                        Australian Capital Territory and courts of appeal from
                        them. Each party waives any right it has to object to an
                        action being brought in those courts including, without
                        limitation, by claiming that the action has been brought
                        in an inconvenient forum or that those courts do not
                        have jurisdiction.

SERVICE OF PROCESS
                  6.3   Without preventing any other mode of service, any
                        document in an action (including, without limitation,
                        any writ of summons or other originating process or any
                        third or other party notice) may be served on any party
                        by being delivered to or left for that party at its
                        address for service of notices under clause 5.

7     COUNTERPARTS
-------------------------------------------------------------------------------
                        This deed may consist of a number of counterparts and
                        the counterparts taken together constitute one and the
                        same instrument.

8     LIMITED RECOURSE
-------------------------------------------------------------------------------
                  8.1   Clause 2 of the Definitions Schedule applies to this
                        deed as if set out in full in it (with any consequential
                        changes as are necessary to give effect to that clause
                        in this deed).

SECURITY TRUSTEE LIABILITY
                  8.2   Notwithstanding any other provision of this deed, the
                        Security Trustee will have no liability under or in
                        connection with this deed, a Security Trust, or any
                        other Transaction Document (whether to the Voting
                        Secured Creditors, the Issuer Trustee, the Global Trust
                        Manager or any other person) other than to the extent to
                        which the liability is able to be satisfied in
                        accordance with the Master Security Trust Deed and this

                                       9

<PAGE>

                        deed out of the property of the Security Trust Fund of
                        the Security Trust from which the Security Trustee is
                        actually indemnified for the liability. This limitation
                        will not apply to a liability of the Security Trustee to
                        the extent that it is not satisfied because, under this
                        deed or by operation of law, there is a reduction in the
                        extent of the Security Trustee's indemnification out of
                        the Security Trust Fund as a result of the Security
                        Trustee's fraud, negligence or breach of trust. Nothing
                        in this clause 8.2 or any similar provision in any other
                        Transaction Document limits or adversely affects the
                        powers of the Security Trustee, any Receiver or attorney
                        in respect of the Master Security Trust Deed or any
                        Secured Property.

9     NOTE TRUSTEE
-------------------------------------------------------------------------------
CAPACITY
                  9.1   The Note Trustee is a party to this deed in its capacity
                        as trustee for the Class A Noteholders of the Trust from
                        time to time under the Note Trust Deed.

EXERCISE OF RIGHTS
                  9.2   Except as otherwise provided in this deed and in the
                        Note Trust Deed:

                        (a)   (ONLY BY NOTE TRUSTEE): the rights, remedies and
                              discretions of the Class A Noteholders under this
                              deed including all rights to vote or give
                              instructions or consent to the Security Trustee
                              and to enforce any undertakings or warranties
                              under this deed, may only be exercised by the Note
                              Trustee on behalf of the Class A Noteholders in
                              accordance with the Note Trust Deed; and

                        (b)   (LIMITED RIGHT OF ENFORCEMENT BY CLASS A
                              NOTEHOLDERS): the Class A Noteholders may only
                              exercise enforcement rights in respect of the
                              Secured Property through the Note Trustee and only
                              in accordance with this deed.

INSTRUCTIONS OR DIRECTIONS
                  9.3   The Security Trustee may rely on any instructions or
                        directions given to it by the Note Trustee as being
                        given on behalf of all the Class A Noteholders from time
                        to time and need not inquire whether any such
                        instructions or directions are in accordance with the
                        Note Trust Deed, whether the Note Trustee or the Class A
                        Noteholders from time to time have complied with any
                        requirements under the Note Trust Deed or as to the
                        reasonableness or otherwise of the Note Trustee.

PAYMENTS
                  9.4   Any payment to be made to a Class A Noteholder under
                        this deed may be made to the Note Trustee or a Paying
                        Agent on behalf of that Class A Noteholder in accordance
                        with the Note Trust Deed, the Agency Agreement and the
                        Class A Note Conditions for the Class A Notes.

NOTICES
                  9.5   Any notice to be given to a Class A Noteholder under
                        this deed may be given to the Note Trustee on behalf of
                        that Class A Noteholder and in


                                       10

<PAGE>

                        the manner contemplated by the Note Trust Deed and the
                        Class A Note Conditions for the Class A Notes. Any costs
                        to the Note Trustee of publishing such notice to the
                        Class A Noteholders will, subject to this deed, be
                        reimbursed by the Issuer Trustee to the Note Trustee.

LIMITATION OF NOTE TRUSTEE'S LIABILITY
                  9.6   The liability of the Note Trustee under this deed is
                        limited in the manner and to the same extent as under
                        the Note Trust Deed.

10    PRIORITY AMOUNT
-------------------------------------------------------------------------------
                  10.1  The parties acknowledge that the maximum amount of the
                        prospective liability secured by this deed for the
                        purposes of establishing priority under section 282(3)
                        of the Corporations Law is $5,000,000,000.

                  10.2  Clause 10.1 in no way affects or limits the actual
                        amount of Secured Money which may in fact be secured by
                        this deed.

                  10.3  Clauses 10.1 and 10.2 are to be construed independently
                        of each other.

EXECUTED as a deed in the Australian Capital Territory

                                       11

<PAGE>

EXECUTION PAGE
-------------------------------------------------------------------------------
SIGNED, SEALED AND                  )
DELIVERED by                        )
as attorney for PERPETUAL TRUSTEE   )
COMPANY LIMITED under power of      )
attorney dated                      )
                                    )
in the presence of:                 )
                                    )
 .................................   )
Signature of witness                )
                                    )
 .................................   )
Name of witness (block letters)     )
                                    )      .................................
 .................................   )      By executing this deed the
Address of witness                  )      attorney states that the
                                    )      attorney has received no notice
 .................................   )      of revocation of the power of
Occupation of witness               )      attorney




SIGNED, SEALED AND                  )
DELIVERED by                        )
as attorney for P.T. LIMITED under  )
power of attorney dated             )
                                    )
in the presence of:                 )
                                    )
 .................................   )
Signature of witness                )
                                    )
 .................................   )
Name of witness (block letters)     )
                                    )      .................................
 .................................   )      By executing this deed the
Address of witness                  )      attorney states that the
                                    )      attorney has received no notice
 .................................   )      of revocation of the power of
Occupation of witness               )      attorney


<PAGE>

SIGNED by                           )
                                    )
                                    )
on behalf of and SEALED AND         )
DELIVERED by HOMESIDE               )
GLOBAL MBS MANAGER, INC. in         )
the presence of:                    )
                                    )
 .................................   )
Signature of witness                )
                                    )
 .................................   )
Name of witness (block letters)     )      .................................
                                    )      By executing this deed the
 .................................   )      signatory states that the
Address of witness                  )      signatory has received no notice
                                    )      of revocation of the authority
 .................................   )      pursuant to which they execute this
Occupation of witness               )      deed



SIGNED, SEALED AND                  )
DELIVERED by                        )
as authorised signatory for THE     )
BANK OF NEW YORK, NEW YORK BRANCH   )
                                    )
in the presence of:                 )
                                    )
 .................................   )
Signature of witness                )
                                    )
 .................................   )
Name of witness (block letters)     )      .................................
                                    )      By executing this deed the
 .................................   )      signatory states that the
Address of witness                  )      signatory has received no notice
                                    )      of revocation of the authority
 .................................   )      under which this deed is signed,
Occupation of witness               )      sealed and delivered



<PAGE>


                                                  EXTERNAL DRAFT 7:  29 12 00

                       ---------------------------------
                              DATED 3 January 2001


                                HOMESIDE MORTGAGE
                             SECURITIES TRUST 2001-1
                                  DEED OF CHARGE

                            PERPETUAL TRUSTEE COMPANY
                                     LIMITED
                               ("ISSUER TRUSTEE")
                                  P.T. LIMITED
                              ("SECURITY TRUSTEE")
                          HOMESIDE GLOBAL MBS MANAGER,
                                      INC.
                            ("GLOBAL TRUST MANAGER")
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                                ("NOTE TRUSTEE")
















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                              Fax (61 2) 9296 3999
                                  DX 113 Sydney
                                  Ref: CAD3:SRF



<PAGE>




-------------------------------------------------------------------------------

CONTENTS              HOMESIDE MORTGAGE SECURITIES TRUST 2001-1 DEED OF CHARGE
-------------------------------------------------------------------------------


                1     INTERPRETATION                                        1


                2     CREATION OF HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                      SECURITY TRUST                                        5

                      Creation of Security Trust                            5
                      Name of Security Trust                                6

                3     CHARGE                                                6

                4     NATURE OF CHARGE                                      6

                      Conversion to fixed charge                            7

                5     NOTICES                                               7

                      Form                                                  7
                      Time effective                                        8
                      Deemed receipt                                        8

                6     GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS    9

                      Governing Law                                         9
                      Non-exclusive jurisdiction                            9
                      Service of process                                    9

                7     COUNTERPARTS                                          9

                8     LIMITED RECOURSE                                      9

                      Security Trustee Liability                            9

                9     NOTE TRUSTEE                                         10

                      Capacity                                             10
                      Exercise of rights                                   10
                      Instructions or directions                           10
                      Payments                                             10
                      Notices                                              10
                      Limitation of Note Trustee's Liability               11

                10    PRIORITY AMOUNT                                      11