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                                                                   EXHIBIT 10.6

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                    HOMESIDE MORTGAGE SECURITIES TRUSTS
                    DEED OF DELEGATION

DATE:                      2001

PARTIES:            HOMESIDE GLOBAL MBS MANAGER, INC. having an office at
                    7301 Baymeadows Way, Jacksonville, Florida 32256, United
                    States of America ("GLOBAL TRUST MANAGER")
                    NATIONAL AUSTRALIA MANAGERS LIMITED (ABN 70 006 437 565)
                    having its registered office at Level 24, 500 Bourke Street,
                    Melbourne, Victoria, 3000 ("BOND ADMINISTRATOR")

RECITALS:

               A.   The Global Trust Manager has entered into a Master Trust
                    Deed as Global Trust Manager with Perpetual Trustee Company
                    Limited ("ISSUER TRUSTEE") on or about the date of this deed
                    which provides for the possible future establishment of
                    Trusts. Each Trust will be established for the purpose of
                    issuing securities the proceeds of which will be used from
                    time to time to purchase or lend against Assets. The Issuer
                    Trustee and the Global Trust Manager have agreed to act as
                    trustee and manager respectively of each of the Trusts on
                    the terms and conditions set out in the Master Trust Deed.

               B.   The Bond Administrator is appointed and agrees to act as
                    delegate of the Global Trust Manager in respect of each
                    Designated Trust with effect from the date of constitution
                    of the relevant Designated Trust, in accordance with the
                    terms and conditions of this deed.


1      INTERPRETATION
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               1.1  The following words have these meanings in this deed unless
                    the contrary intention appears.

                    BLOOMBERG means Bloomberg L.P. or any successor or assign of
                    Bloomberg L.P. that provides financial information services.

                    DEFINITIONS SCHEDULE means the deed entitled "HomeSide
                    Mortgage Securities Trusts Definitions Schedule" dated 3
                    January 2001 and made between the companies described in
                    schedule 1 to that deed.

                    DESIGNATED TRUST means a Trust established under the Master
                    Trust Deed which the Global Trust Manager and the Bond
                    Administrator agree, by means of execution of a Designation
                    Notice, will be subject to this deed.

                    DESIGNATION NOTICE means a notice substantially in the form
                    of schedule 1 to this deed or in such other form as the
                    Global Trust Manager and the Bond Administrator may agree
                    from time to time.

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DEFINITIONS SCHEDULE
               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 or in the Supplemental Deed for a
                    Trust shall bear the same meaning in this deed when used in
                    respect of that Trust. In the event of any inconsistency
                    between a definition in the Definitions Schedule and the
                    Supplemental Deed for a Trust, the definitions in the
                    Supplemental Deed will prevail. No change to the Definitions
                    Schedule or to the Supplemental Deed for a Trust will affect
                    the interpretation of this deed unless the change has been
                    agreed to by the Global Trust Manager and the Bond
                    Administrator.

OTHER TRANSACTION DOCUMENTS
               1.3  Without limiting clause 1.2, except to the extent to which
                    words and phrases are otherwise defined in this deed, words
                    and phrases defined in any Transaction Document (other than
                    the Definitions Schedule or the Supplemental Deed) for a
                    Trust shall bear the same meaning in this deed when used in
                    respect of that Trust. No change to a word or phrase defined
                    in any other Transaction Document will affect the
                    interpretation of this deed unless the change has been
                    agreed to by the Global Trust Manager and the Bond
                    Administrator.

MISCELLANEOUS

               1.4  In this deed, unless the contrary intention appears:

                    (a)  a reference to any agreement, deed or document (and
                         where applicable, any of its provisions) is a reference
                         to that agreement, deed or document as amended, varied,
                         novated, supplemented or replaced from time to time;

                    (b)  a reference to a statute, ordinance, code or other law
                         includes regulations and other instruments under it and
                         consolidations, amendments, re-enactments or
                         replacements of any of them;

                    (c)  the singular includes the plural and vice versa;

                    (d)  the word "person" includes a firm, body corporate, an
                         unincorporated association or an authority;

                    (e)  a reference to a person includes a reference to the
                         person's executors, administrators, successors,
                         substitutes (including, without limitation, persons
                         taking by novation) and assigns;

                    (f)  an agreement, representation or warranty in favour of
                         two or more persons is for the benefit of them jointly
                         and severally;

                    (g)  an agreement, representation or warranty on the part of
                         two or more persons binds them jointly and severally
                         (provided that an agreement, representation or warranty
                         on the part of the Issuer Trustee or the Security
                         Trustee binds it severally only);

                    (h)  a reference to an accounting term is to be interpreted
                         in accordance with the accounting standards under the
                         Corporations Law and, if not inconsistent with those

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                         accounting standards, generally accepted principles and
                         practices in Australia consistently applied by a body
                         corporate or as between bodies corporate and over time;

                    (i)  a reference to any thing is a reference to the whole
                         and each part of it and a reference to a group of
                         persons is a reference to all of them collectively, to
                         any two or more of them collectively and to each of
                         them individually;

                    (j)  a reference to this deed or any other Transaction
                         Document includes a reference to any applicable
                         schedule of it;

                    (k)  a reference to a time of day is a reference to that
                         time in Melbourne;

                    (l)  unless otherwise stated in a Transaction Document, if
                         an act prescribed under this deed to be done by a party
                         on or by a given day is done after 5.00 pm on that day,
                         it is to be taken to be done on the following day;

                    (m)  the Bond Administrator or the Global Trust Manager (as
                         the case may be) will only be considered to have
                         knowledge or awareness of, or notice of, a thing, or
                         grounds to believe any thing, by virtue of the officers
                         of the Bond Administrator or the Global Trust Manager
                         (as the case may be) having day to day responsibility
                         for the administration or management of the Designated
                         Trust having actual knowledge, actual awareness or
                         actual notice of that thing, or grounds or reason to
                         believe that thing (and similar references will be
                         interpreted in this way);

                    (n)  a party to this deed may exercise a right, power or
                         remedy at its discretion, and separately or
                         concurrently with another right, power or remedy. A
                         single or partial exercise of a right, power or remedy
                         by a party does not prevent a further or other exercise
                         of that or an exercise of any other right, power or
                         remedy. Failure by a party to exercise or delay in
                         exercising a right, power or remedy does not prevent
                         its exercise;

                    (o)  the rights, powers and remedies provided in this deed
                         are cumulative with and not exclusive of the rights,
                         powers or remedies provided by law independently of
                         this deed; and

                    (p)  it is not necessary for the indemnified party to incur
                         expense or make payment before enforcing a right of
                         indemnity conferred by this deed.

HEADINGS
               1.5  Headings are inserted for convenience and do not affect the
                    interpretation of this deed.

BUSINESS DAY
               1.6  When the date on or by which any act, matter or thing is to
                    be done is not a Business Day, such act, matter or thing
                    shall be done on the next



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                    Business Day unless otherwise specified in the relevant
                    Supplemental Deed.


2      THE BOND ADMINISTRATOR
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APPOINTMENT OF BOND ADMINISTRATOR
               2.1  The Global Trust Manager hereby appoints the Bond
                    Administrator as its delegate for the performance of:

                    (a)  the duties set out in clause 4 of this deed; and

                    (b)  such other duties or variation of the above duties and
                         covenants as may be specified in the relevant
                         Designation Notice,

                    in relation to each Designated Trust. The Bond Administrator
                    accepts such appointment and hereby agrees to provide such
                    services as delegate of the Global Trust Manager.

               2.2  The Bond Administrator shall be entitled, to take such
                    actions as may be reasonably necessary to accomplish the
                    duties described in this deed.

BOND ADMINISTRATOR TO HAVE DISCRETION
               2.3  Subject to this deed, the Bond Administrator has absolute
                    discretion with respect to all the powers, authorities and
                    discretions vested in it whether or not in relation to the
                    manner or time of exercise.

ACT ON EXPERT ADVICE
               2.4  Subject to this deed, the Bond Administrator may obtain and
                    act upon the written opinion, advice or information obtained
                    from valuers, barristers, solicitors, legal practitioners,
                    contractors, brokers, qualified advisers (both financial and
                    otherwise) and other experts whether instructed by the Bond
                    Administrator, the Global Trust Manager or by the Issuer
                    Trustee. If instructed by the Bond Administrator, with the
                    prior consent of the Global Trust Manager (which consent
                    shall not be unreasonably withheld), the Global Trust
                    Manager shall pay the costs or expenses of obtaining such
                    advice or information.

INDEMNITY
               2.5  The Bond Administrator is indemnified by the Global Trust
                    Manager in respect of any liability, cost or expense (other
                    than general overhead costs and expenses) incurred by the
                    Bond Administrator in connection with the performance of its
                    obligations or exercise of powers under this deed to the
                    extent that the Global Trust Manager would be entitled to
                    paid or reimbursed for such liability, cost or expense from
                    the Assets of the relevant Designated Trust under clause
                    26.3 of the Master Trust Deed.

BOND ADMINISTRATOR NOT LIABLE
               2.6  The Bond Administrator is not liable:



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                    (a)  for any loss, costs, liabilities or expenses arising
                         out of the exercise or non-exercise of its discretions
                         under this deed or otherwise in respect of a Designated
                         Trust;

                    (b)  for any loss, costs, liabilities or expenses arising
                         out of the exercise or non-exercise of a discretion on
                         the part of the Issuer Trustee or the Global Trust
                         Manager or any act, omission, misconduct, mistake,
                         oversight, error of judgment, forgetfulness or want of
                         prudence on the part of the Issuer Trustee or the
                         Global Trust Manager or other person providing services
                         or selling assets to or in respect of a Designated
                         Trust;

                    (c)  for any loss, costs, liabilities or expenses caused by
                         its failure to check any calculation, information,
                         document, form or list supplied or purported to be
                         supplied to it by the Issuer Trustee or the Global
                         Trust Manager or any other person;

                    (d)  for any other act or omission, misconduct, mistake,
                         oversight, error of judgment, forgetfulness or want of
                         prudence on its part;

                    (e)  for any default by the Issuer Trustee or the Global
                         Trust Manager or any other failure by the Issuer
                         Trustee or the Global Trust Manager or other person
                         providing services or selling assets to or in respect
                         of a Designated Trust to perform their obligations
                         under or in connection with a Designated Trust or a
                         Transaction Document; or

                    (f)  for any failure to pay any moneys on the due date for
                         payment of such moneys to the Secured Creditors of the
                         relevant Designated Trust or any other person,

                    except, in all cases, to the extent that such loss, cost,
                    liability or expense is directly caused by the Bond
                    Administrator's fraud, negligence, or material breach of
                    obligation under this deed.


3      STANDARD OF CARE
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               3.1  In performing its responsibilities in this deed, the Bond
                    Administrator must exercise the same care that:

                    (a)  it would exercise in taking actions for its own
                         account; and

                    (b)  the Global Trust Manager is obliged to take under the
                         Transaction Documents.

               3.2  Notwithstanding any provision to the contrary elsewhere in
                    this deed:

                    (a)  the Bond Administrator will not have any duties or
                         responsibilities under this deed except those expressly
                         set forth in this deed or in a Designation Notice; and


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                    (b)  no implied covenants, functions, responsibilities,
                         duties (fiduciary or otherwise), obligations or
                         liabilities will be read into this deed or otherwise
                         exist against the Bond Administrator.

               3.3  The Bond Administrator will be entitled to conclusively rely
                    upon:

                    (a)  any communication, instrument or document believed by
                         it to be genuine and correct and to have been signed or
                         sent by an Authorised Person of the Global Trust
                         Manager or the Issuer Trustee, or any other person; and

                    (b)  opinions and judgments of attorneys, accountants,
                         experts and other professional advisors selected by it
                         with reasonable care or selected by the Global Trust
                         Manager or the Issuer Trustee.

                    The Bond Administrator will in all cases be fully protected
                    in acting, or in refraining from acting, under this deed in
                    accordance with the directions of the Global Trust Manager,
                    but only to the extent that the relevant action, or failure
                    to act, was necessary in order to comply with the directions
                    of the Global Trust Manager.


4      BOND ADMINISTRATOR'S UNDERTAKINGS
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The Bond Administrator agrees to perform and provide the following services to
the Global Trust Manager in respect of each Designated Trust, until the Bond
Administrator retires or is removed in accordance with this deed:

(a)  to make available for inspection by the Issuer Trustee and the Auditor
     during normal business hours and after receipt of reasonable notice, all
     relevant books, records and reports of the Bond Administrator relating to
     each Designated Trust to the extent that such books, records, and reports
     are kept at the offices of the Bond Administrator;

(b)  to give to the Issuer Trustee and the Auditor written or oral information
     which either may reasonably require with respect to all matters in
     possession of the Bond Administrator relating to the Assets of the
     Designated Trust;

(c)  to keep all accounting records which correctly record all amounts paid and
     received in connection with each Designated Trust by the Issuer Trustee (to
     the extent that the Issuer Trustee or the Global Trust Manager has notified
     the Bond Administrator of them);

(d)  within a reasonable time of request (having regard to the information
     requested), render statements or copies of such books or accounts and
     complete and accurate records to the Global Trust Manager;

(e)  to cooperate in all audits of each Designated Trust, the Global Trust
     Manager (to the extent such an audit relates to a Designated Trust) or the
     Issuer Trustee (to the extent such an audit relates to a Designated Trust);

(f)  to prepare (or have prepared) and submit to the Issuer Trustee for signing
     and filing on a timely basis all income tax returns to be filed with
     respect to each Designated Trust;


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(g)  to ensure that sufficient Assets of each Designated Trust are in
     immediately available funds to enable the Issuer Trustee to give effect to
     the Global Trust Manager's decisions (where the Bond Administrator has
     directed the Issuer Trustee or has otherwise been provided with sufficient
     prior notification of the decision) and the determinations made by the Bond
     Administrator as delegate of the Global Trust Manager under this deed;

(h)  to recommend at its discretion Authorised Investments to the Issuer Trustee
     and direct the Issuer Trustee in relation to those Authorised Investments,
     setting out the steps which the Issuer Trustee must take;

(i)  to prepare and provide an Issue Notice to the Issuer Trustee no later than
     2 Business Days prior to the proposed Issue Date (or such other time as the
     Bond Administrator (on behalf of the Global Trust Manager) and the Issuer
     Trustee may agree) for the Issue of any Notes including Redraw Notes (in so
     doing, the Bond Administrator is entitled to assume that, without
     limitation, clauses 9.3 and 10.2 of the Master Trust Deed are satisfied
     unless it has received notification to the contrary from the Global Trust
     Manager);

(j)  be responsible for monitoring any Clean Up Option and notify the Global
     Trust Manager of such pending event at least 10 Business Days prior to any
     expected Call Option Date;

(k)  prepare (or have prepared) and maintain all accounts, ledgers, financial
     records and reports and the tax returns of each Designated Trust;

(l)  make any filings required in connection with each Designated Trust or its
     Assets with any Governmental Agency in Australia except any filings that
     the Issuer Trustee is required to make in relation to its capacity as
     trustee of the Designated Trust;

(m)  allocate the principal and income in relation to each Designated Trust, and
     other amounts credited to the Collections Account for that Designated
     Trust;

(n)  calculate the distributions to be paid and direct the Issuer Trustee to pay
     such distributions;

(o)  on or before each Determination Date, determine in respect of each
     Designated Trust (with the final amounts to be approved by the Global Trust
     Manager (provided that if the Global Trust Manager does not approve or
     disapprove such final amounts within two Business Days of receipt of
     request for approval (or such other time frame as may be agreed to by each
     party from time to time), no such approval of the Global Trust Manager will
     be required) the following (or, if inconsistent with the following, the
     determinations and payments to be made on each Payment Date in accordance
     with the relevant Supplemental Deed):

     (i)  Finance Charge Collections;

     (ii) Other Income;

     (iii) Mortgage Insurance Interest Proceeds;

     (iv) Available Income;

     (v)  Total Available Income;

     (vi) Principal Draw (if any);

     (vii) Liquidity Draw (if any);


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     (viii) Expenses of the Trust;

     (ix) Required Payments;

     (x)  Excess Available Income;

     (xi) Principal Collections;

     (xii) Redraw Shortfall;

     (xiii) Principal Charge-Offs and Carryover Principal Charge-Offs;

     (xiv) Extraordinary Expenses;

     (xv) Enforcement Expenses; and

     (xvi) any other relevant determinations;

(p)  at the times required under the terms of the relevant Liquidity Facility
     Agreement or Redraw Facility Agreement (as applicable) or such other times
     as may be agreed between the Bond Administrator (on behalf of the Global
     Trust Manager) and the Issuer Trustee under those documents, direct the
     Issuer Trustee to make Principal Draws and/or Liquidity Draws and/or
     drawings under the Redraw Facility Agreement when necessary, but only after
     having any such proposed direction approved by the Global Trust Manager
     (provided that if the Global Trust Manager does not approve or disapprove
     such direction within two Business Days of receipt of a request for
     approval (or such other timeframe as may be agreed between each party from
     time to time) no such approval of the Global Trust Manager will be
     required);

(q)  notify the Global Trust Manager when the current aggregate Outstanding
     Principal Balance of Purchased Mortgage Loans equals or first falls below
     10% of the original aggregate Outstanding Principal Balance of those
     Mortgage Loans;

(r)  on or before the time the Global Trust Manager is obliged to send such a
     statement under the Transaction Documents, prepare and send a reporting
     statement to the Issuer Trustee, the Paying Agents and the Note Trustee
     (setting forth the Invested Amount of each class of Notes, Interest Rates
     on the Notes and other relevant calculations), but only after having such
     proposed reports approved by the Global Trust Manager (provided that if the
     Global Trust Manager does not approve or disapprove such final amounts
     within two Business Days of a request for approval (or such other time
     frame as may be agreed to by each party from time to time) no such approval
     of the Global Trust Manager will be required);

(s)  on or around each Determination Date, send a copy of the report prepared
     under (r) above to the Current Rating Agencies, Bloomberg and any other
     provider of financial information agreed to by the Bond Administrator and
     the Global Trust Manager;

(t)  calculate the amount of each payment to each Secured Creditor in accordance
     with the provisions of the Transaction Documents and advise the Issuer
     Trustee of such amount of each payment;

(u)  promptly notify the Global Trust Manager if it becomes actually aware of a
     material breach of a Transaction Document, but the Bond Administrator is
     not by virtue of this clause responsible or liable to investigate;

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(v)  provide sufficient information to Bloomberg (to the extent such information
     is in the possession of the Bond Administrator) to enable Bloomberg to
     provide up-to-date modelling of the Senior Notes issued in respect of each
     Designated Trust;

(w)  arrange for audits of the financial reports of each Designated Trust as
     required under the Transaction Documents and obtain the consent of the
     Global Trust Manager to the remuneration of the auditor for performing such
     service (provided that if the Global Trust Manager does not provide its
     consent within five Business Days of receipt of a request for consent (or
     such other timeframe as may be agreed between each party from time to
     time), no such consent of the Global Trust Manager will be required);

(x)  arrange for (and instruct the auditor in relation to) the audit reviews
     required under clause 4 of the Servicing Agreement and use its best
     endeavours to ensure the Global Trust Manager is provided with a copy of
     the reports received from the auditor in connection with such reviews;

(y)  calculate the Threshold Rate if required under the Transaction Documents;

(z)  request the Servicer to transfer Collections to the Collections Account on
     each Determination Date or as otherwise required under the Transaction
     Documents and;

(aa) provide a written direction to the Issuer Trustee to enter into the initial
     Support Facilities or Derivative Contracts in respect of each Designated
     Trust.



5      GLOBAL TRUST MANAGER'S COVENANTS
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               5.1  The Global Trust Manager covenants with the Bond
                    Administrator in respect of each Designated Trust that it
                    will, until the Designated Trust is terminated in accordance
                    with this deed and winding up of the Designated Trust is
                    completed or until the Bond Administrator has retired or
                    been removed in accordance with this deed:

                    (a)  advise the Bond Administrator of the Accrued Interest
                         Adjustment (if any) no later than 5 Business Days prior
                         to the first Determination Date;

                    (b)  provide or procure the provision of a copy of the
                         Servicer's Statement and any other information which
                         the Bond Administrator may require in connection with a
                         Determination Date as soon as reasonably practical
                         after receipt of the Servicer's Statement by the Global
                         Trust Manager, and in any event the Global Trust
                         Manager shall use its best endeavours to provide the
                         Servicer's Statement at least 3 Business Days prior to
                         each Determination Date;

                    (c)  use its best endeavours to procure that the Issuer
                         Trustee will forward promptly to the Bond Administrator
                         copies of all notices, reports, circulars and other
                         documents required to be provided to the Global Trust
                         Manager under clause 12.6(e) of the Master Trust Deed;




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                    (d)  use its best endeavours to procure that the Issuer
                         Trustee will provide the Bond Administrator with copies
                         of all documents required to be provided to the Global
                         Trust Manager under clause 12.6(q) of the Master Trust
                         Deed;

                    (e)  authorise and direct the Issuer Trustee to appoint a
                         firm agreed between the Global Trust Manager and the
                         Bond Administrator as tax agent to prepare and lodge
                         the taxation returns of each Designated Trust;

                    (f)  promptly respond in writing to all requests from the
                         Bond Administrator for approval or confirmation
                         (however, where the parties have agreed a time frame
                         within which the Global Trust Manager can provide an
                         approval or confirmation and have agreed in accordance
                         with this deed that approval or confirmation shall not
                         be necessary if the Global Trust Manger has not
                         responded within this time frame, the Global Trust
                         Manager shall not be obliged to respond to the relevant
                         request);

                    (g)  upon receipt by the Global Trust Manager or promptly
                         following a request by the Bond Administrator, use its
                         best endeavours to provide the Bond Administrator with
                         such information as is reasonably requested or
                         necessary for the Bond Administrator to perform its
                         responsibilities hereunder, including, without
                         limitation, any information with respect to the Assets,
                         the Support Facilities and any other Transaction
                         Documents;

                    (h)  immediately notify the Bond Administrator if it
                         provides notice of its proposed retirement from the
                         management of the Designated Trusts to the Issuer
                         Trustee, including the date of such proposed
                         retirement;

                    (i)  notify the Bond Administrator of any amendments to any
                         Transaction Document or change in party to a
                         Transaction Document or change in address for notices
                         in connection with any Transaction Document promptly
                         upon becoming aware of such amendment or change; and

                    (j)  furnish the Bond Administrator with any other
                         information which it might reasonably require in
                         connection with its duties under this deed.



6      COMPENSATION OF THE BOND ADMINISTRATOR
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               6.1  In consideration of the Bond Administrator performing its
                    function and duties in respect of each Designated Trust, it
                    will be paid a fee by the Global Trust Manager in respect of
                    each Designated Trust quarterly in arrears on each Payment
                    Date equal to the product of (in respect of each Designated
                    Trust):


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                    (a)  the Total Invested Amount of all Notes on the last day
                         of the Quarter ending immediately before that Payment
                         Date;

                    (b)  such rate as is agreed by the Global Trust Manager and
                         the Bond Administrator from time to time, plus any GST
                         which may be applicable; and

                    (c)  the number of days between the immediately preceding
                         Payment Date (or, if there is no preceding Payment
                         Date, the Closing Date) and the current Payment Date
                         divided by 365 days.

                    The fee shall accrue due from day to day.

               6.2  The Bond Administrator will provide the Global Trust Manager
                    with any reasonable documentation required for GST purposes
                    so as to enable the recipient to receive an input tax credit
                    or tax refund for GST purposes.


7      REPRESENTATIONS AND WARRANTIES
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REPRESENTATIONS AND WARRANTIES
               7.1  The Bond Administrator represents and warrants (except in
                    relation to matters disclosed to the Global Trust Manager by
                    the Bond Administrator and accepted by the Global Trust
                    Manager in writing) that:

                    (a)  (INCORPORATION AND EXISTENCE) it has been incorporated
                         as a company limited by shares in accordance with the
                         laws of its place of incorporation, is validly existing
                         under those laws and has power and authority to carry
                         on its business as it is now being conducted;

                    (b)  (POWER) it has power to enter into and observe its
                         obligations under this deed;

                    (c)  (NO CONTRAVENTION OR EXCEEDING POWER) this deed and the
                         transactions under it which involve it do not
                         contravene its constituent documents (if any) or any
                         law or obligation by which it is bound or to which any
                         of its assets are subject or cause a limitation on its
                         powers or the powers of its directors to be exceeded;
                         and

                    (d)  (AUTHORISATIONS) it has in full force and effect the
                         authorisations necessary for it to enter into this
                         deed, to observe its obligations and to allow them to
                         be enforced;

                    (e)  (VALIDITY OF OBLIGATIONS) its obligations under this
                         deed are valid and binding and are enforceable against
                         it in accordance with their terms (subject to laws and
                         defences affecting creditors' rights generally and the
                         availability of equitable remedies);




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                    (f)  (BENEFIT) it benefits by entering into this deed to
                         which it is a party; and

                    (g)  (NOT A TRUSTEE) unless otherwise disclosed in writing
                         to the Global Trust Manager, it does not enter into
                         this deed in the capacity of a trustee; and

                    (h)  (NO IMMUNITY) it does not have immunity from the
                         jurisdiction of a court or from legal process.

               7.2  The Global Trust Manager represents and warrants (except in
                    relation to matters disclosed to the Bond Administrator by
                    the Global Trust Manager and accepted by the Bond
                    Administrator in writing) that:

                    (a)  (INCORPORATION AND EXISTENCE) it has been incorporated
                         as a company limited by shares in accordance with the
                         laws of its place of incorporation, is validly existing
                         under those laws and has power and authority to carry
                         on its business as it is now being conducted; and

                    (b)  (POWER) it has power to enter into this deed and to
                         comply with its obligations under it; and

                    (c)  (NO CONTRAVENTION OR EXCEEDING POWER) this deed and the
                         transactions under it which involve it do not
                         contravene its constituent documents (if any) or any
                         law or obligation by which it is bound or to which any
                         of its assets are subject or cause a limitation on its
                         powers or the powers of its directors to be exceeded;
                         and

                    (d)  (AUTHORISATIONS) it has in full force and effect the
                         authorisations necessary for it to enter into this
                         deed, to comply with its obligations and to allow them
                         to be enforced; and

                    (e)  (VALIDITY OF OBLIGATIONS) its obligations under this
                         deed are valid and binding and are enforceable against
                         it in accordance with their terms (subject to laws and
                         defences affecting creditors' rights generally and the
                         availability of equitable remedies); and

                    (f)  (BENEFIT) it benefits by entering into this deed to
                         which it is a party; and

                    (g)  (NOT A TRUSTEE) unless otherwise disclosed in writing
                         to the Bond Administrator, it does not enter into this
                         deed as trustee; and

                    (h)  (NO IMMUNITY) it does not have immunity from the
                         jurisdiction of a court or from legal process.

CONTINUATION OF REPRESENTATIONS AND WARRANTIES
               7.3  The representations and warranties in this clause 7 are
                    deemed to be repeated on each date Notes are issued under a
                    Designated Trust after


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                    the date of this deed with reference to then current
                    circumstances. The party giving a representation or warranty
                    agrees to notify the other of anything that happens which
                    would mean it could not truthfully repeat all its
                    representations and warranties in this clause 7 on that date
                    by reference to the then current circumstances.


8      EFFECTIVENESS; BENEFITS OF AGREEMENT
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               8.1  With the sole exception of the Bond Administrator's
                    responsibilities under clause 4(aa) of this deed, which may
                    be performed prior to the execution of the Supplemental Deed
                    in respect of the relevant Designated Trust, this deed will
                    become effective upon:

                    (a)  the execution and delivery by the Global Trust Manager
                         and the Bond Administrator of this deed;

                    (b)  the execution and delivery by the Issuer Trustee and
                         the Global Trust Manager of the Master Trust Deed; and

                    (c)  in respect of a Designated Trust, the execution and
                         delivery by the Issuer Trustee and the Global Trust
                         Manager of the Supplemental Deed in respect of that
                         Designated Trust and the execution and delivery by the
                         Global Trust Manager and the Bond Administrator of a
                         Designation Notice in respect of that Designated Trust.

               8.2  Subject to clause 8.3, no party may assign its rights or
                    delegate its obligations under this deed without the prior
                    written consent of the other party. The Bond Administrator
                    may, pursuant to a deed of sub-delegation or otherwise,
                    authorise any person or persons to act as its sub-delegate
                    (in the case of a joint appointment, either severally or
                    jointly and severally) to perform any or all of its
                    functions under this deed in respect of a Designated Trust
                    and to perform any act or exercise any discretion within the
                    Bond Administrator's power. The Bond Administrator remains
                    liable for the performance of all of its obligations under
                    this deed notwithstanding any such appointment.

               8.3  The Bond Administrator may delegate to any related body
                    corporate or any officer of it or any related body corporate
                    without the consent of the Global Trust Manager, but the
                    Bond Administrator shall at all times remain liable for the
                    acts and omissions of any such delegate.

               8.4  Nothing expressed or implied in this deed is intended or
                    should be construed to confer upon or to give to any person,
                    other than the parties to this deed and their respective
                    successors and assigns, any right, remedy or claim under or
                    by reason of this deed or of any term, covenant or condition
                    under this deed.

               8.5  All of the terms, covenants, conditions, promises and
                    agreements contained in this deed shall be for the sole and
                    exclusive benefit of the parties to this deed and their
                    respective successors and assigns.


<PAGE>

                                                                              14
--------------------------------------------------------------------------------
               8.6  National Australia Managers Limited may by deed novate its
                    rights and obligations under this deed with the consent of
                    the Global Trust Manager. Upon any such assignment and
                    novation, National Australia Managers Limited shall be
                    discharged and released from all obligations and liabilities
                    under and in connection with this deed, except in respect of
                    any antecedent material breach, negligence or wilful default
                    by it.


9      BOND ADMINISTRATOR'S LIABILITY; INDEMNITY
-------------------------------------------------------------------------------
               9.1  The Bond Administrator assumes no liability for anything
                    under this deed other than to render or stand ready to
                    render the duties provided for in this deed. In addition,
                    except as set forth in clause 9.4 and 9.5 below, the Bond
                    Administrator shall not be liable for, nor shall have any
                    obligation with respect to, any of the liabilities, whether
                    direct or indirect, absolute or contingent, of the Global
                    Trust Manager in connection with any of the Transaction
                    Documents.

               9.2  All services to be performed by the Bond Administrator under
                    this deed may be furnished by an officer or employee of the
                    Bond Administrator or, subject to clause 8, any other person
                    designated by it.

               9.3  The Global Trust Manager recognises that the accuracy and
                    completeness of the records maintained and the information
                    supplied by the Bond Administrator under this deed is
                    dependent upon the accuracy and completeness of the
                    information obtained by the Bond Administrator from the
                    parties to the Transaction Documents and other sources. The
                    Bond Administrator will not be responsible for any
                    inaccuracy in the information so obtained or for any
                    inaccuracy in the records maintained, notices prepared,
                    calculations or determinations made or information
                    distributed by the Bond Administrator under or in connection
                    with this deed which may result therefrom.

               9.4  The Bond Administrator agrees that if:

                    (a)  it or any of its officers, employees, directors or
                         agents shall breach any of its duties under clause 2 of
                         this deed in any respect; and

                    (b)  as a direct result of such failure the Global Trust
                         Manager incurs (whether as a result of any action so
                         taken or omitted to be taken in violation of the terms
                         hereof) any costs, expenses, actions, suits, judgments,
                         demands, damages, losses or liabilities (including,
                         without limitation, reasonable attorneys' fees and
                         expenses) (collectively, the "INDEMNIFIED EXPENSES"),

                    then the Bond Administrator agrees to indemnify and hold
                    harmless the Global Trust Manager for such Indemnified
                    Expenses.

               9.5  Without limitation to the foregoing, the Bond Administrator
                    hereby agrees to indemnify the Global Trust Manager, and
                    hold it harmless



<PAGE>

                                                                              15
--------------------------------------------------------------------------------
                    from and against any and all damages, losses, liabilities,
                    reasonable costs and expenses incurred by it resulting from
                    the Bond Administrator's fraud, negligence or material
                    breach of obligation under this deed. The indemnities set
                    forth in this clause 9.5 will survive any termination of
                    this deed.

               9.6  The Global Trust Manager agrees to indemnify, defend and
                    hold harmless the Bond Administrator from and against and
                    reimburse the Bond Administrator for any and all claims,
                    expenses, obligations, liabilities, losses, damages,
                    injuries (to person, property, or natural resources),
                    penalties, stamp or other similar taxes, actions, suits,
                    judgments, reasonable costs and expenses (including legal
                    costs and expenses charged at the usual rates of the
                    relevant legal services provider) of whatever kind or nature
                    regardless of their merit, demanded, asserted or claimed
                    against the Bond Administrator directly or indirectly
                    relating to, or arising from, claims against the Bond
                    Administrator by reason of its participation in the
                    transactions contemplated by this deed, except in each case
                    to the extent caused by the Bond Administrator's fraud,
                    negligence or material breach of obligation under this deed.
                    The provisions of this clause 8.6 shall survive the
                    termination of this deed or the earlier resignation or
                    removal of the Bond Administrator.

               9.7  The Bond Administrator acknowledges and agrees that it shall
                    not be entitled to make a claim for or to seek or obtain
                    from the Global Trust Manager any damages, losses,
                    liabilities, costs or expenses pursuant to clause 12.9 of
                    the Master Trust Deed if and to the extent that such
                    damages, losses, liabilities, costs or expenses arise or
                    arose directly or indirectly from the Bond Administrator's
                    fraud, negligence or material breach of obligation under
                    this deed.

               9.8  The Global Trust Manager agrees to allow the Bond
                    Administrator, as its delegate, to rely upon the provisions
                    of the Master Trust Deed which apply to the Global Trust
                    Manager.

               9.9  The Bond Administrator acknowledges and agrees that, where
                    this deed provides for confirmation or approval by the
                    Global Trust Manager in connection with the performance of
                    an obligation of the Bond Administrator, the Global Trust
                    Manager may, in the absence of knowledge to the contrary,
                    assume the correctness of any information provided to the
                    Global Trust Manager by the Bond Administrator for the
                    purposes of that confirmation or approval.


10     RETIREMENT AND TERMINATION
-------------------------------------------------------------------------------
RETIREMENT
               10.1 The Bond Administrator may retire from the administration of
                    all of the Designated Trusts upon giving 6 months' written
                    notice to the Global Trust Manager (or such other period as
                    the Global Trust Manager and the Bond Administrator may
                    agree).

<PAGE>

                                                                              16
--------------------------------------------------------------------------------
TERMINATION
               10.2 (a)  Unless earlier terminated as described in clause
                         10.1 or 10.2(b), this deed shall terminate

                         (i)  in whole, upon the termination of the Master
                              Trust Deed; and

                         (ii) in respect of a Designated Trust, upon
                              termination of the Global Trust Manager's
                              management obligations in respect of a
                              Designated Trust.

                    (b)  The Global Trust Manager may terminate this deed at any
                         time upon 1 month's written notice to the Bond
                         Administrator (or such other period as agreed between
                         the Global Trust Manager and the Bond Administrator),
                         or immediately upon written notice to the Bond
                         Administrator in the case of negligence or wilful
                         default on the part of the Bond Administrator.


11     NOTICES
-------------------------------------------------------------------------------
FORM
               11.1 Any notice, request, certificate, approval, demand, consent
                    or other communication to or with any person in connection
                    with this deed:

                    (a)  must 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 specified in clause 10.4 or
                         any other address, facsimile number or e-mail address
                         any party may from time to time notify to the other
                         parties as its address for service of communications
                         pursuant to this deed.

WHEN NOTICES TAKE EFFECT
                    11.2 Unless a later time is specified in it, a notice,
                         approval, demand, consent or other communication to or
                         with a person takes effect from the time it is
                         received.

WHEN RECEIVED
                    11.3 A notice, request, certificate, demand, consent or
                         other communication under this deed is deemed to have
                         been received:

                         (a)  in the case of delivery in person, upon receipt
                              at the relevant office;

                         (b)  in the case of a posted letter, on the third
                              (seventh if posted to or from a place outside
                              Australia) day after posting;

<PAGE>

                                                                              17
--------------------------------------------------------------------------------
                         (c)  in the case of a facsimile, on production 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
                              have been received.

INITIAL CONTACT DETAILS
                    11.4 The initial address, facsimile and telephone numbers of
                         the Global Trust Manager and Bond Administrator are:

                         (a)  in the case of the Global Trust Manager:

                              Address:   7301 Baymeadows Way
                                         Jacksonville
                                         Florida 32256
                                         United States of America

                              Attention: General Counsel

                              Facsimile: 904 281 3062

                              E-mail:    rjjacobs@homeside.com

                         (b)  in the case of the Bond Administrator:

                              Address:   3rd Floor South
                                         271 Collins Street
                                         Melbourne  VIC  3000

                              Attention: Senior Executive, Securitisation

                              Facsimile: [(03) 9659 6927]

                              E-mail:    elizabeth_steenson@nag.national.com.au


12     GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
-------------------------------------------------------------------------------
GOVERNING LAW
               12.1 This deed is governed by the law in force in the Australian
                    Capital Territory and the rights, liabilities and
                    obligations of the parties to it are governed by the laws in
                    force in the Australian Capital Territory.

NON-EXCLUSIVE JURISDICTION
               12.2 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.


<PAGE>

                                                                              18
--------------------------------------------------------------------------------
SERVICE OF PROCESS
               12.3 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 11.


13     MISCELLANEOUS
-------------------------------------------------------------------------------
CERTIFICATE
               13.1 A certificate signed by any party or their respective
                    solicitors about a matter or about a sum payable to such
                    party in connection with a Transaction Document is prima
                    facie evidence of the matter or of the amount or of any
                    other factual matter stated in it.

EXERCISE OF RIGHTS
               13.2 Any party may exercise a right, power or remedy at its
                    discretion, and separately or concurrently with another
                    right, power or remedy. A single or partial exercise of a
                    right, power or remedy by any party does not prevent a
                    further exercise of that or any other right, power or
                    remedy. Failure by any party to exercise or delay in
                    exercising a right, power or remedy does not prevent its
                    exercise. No party is liable for any loss caused by the
                    exercise, attempted exercise, failure to exercise or delay
                    in exercising a right, power or remedy whether or not caused
                    by that party's negligence.

WAIVER AND VARIATION
               13.3 A provision of or a right created under this deed may not be
                    waived or varied except in writing signed by the party or
                    parties to be bound.

SUPERVENING LEGISLATION
               13.4 Any present or future legislation which operates to vary the
                    obligations of a party in connection with this deed with the
                    result that the rights, powers or remedies of another party
                    are adversely affected (including, without limitation, by
                    way of delay or postponement) is excluded except to the
                    extent that its exclusion is prohibited or rendered
                    ineffective by law.

APPROVALS AND CONSENTS
               13.5 Any party may give conditionally or unconditionally or
                    withhold its approval or a consent in its absolute
                    discretion unless this deed expressly provides otherwise.

REMEDIES CUMULATIVE
               13.6 The rights, powers and remedies provided in this deed are
                    cumulative with and not exclusive of the rights, powers or
                    remedies provided by law independently of this deed.

INDEMNITIES
               13.7 Each indemnity in this deed is a continuing obligation,
                    separate and independent from the other obligations of the
                    parties and survives termination of this deed. It is not
                    necessary for any party to incur



<PAGE>

                                                                              19
--------------------------------------------------------------------------------
                    expense or make payment before enforcing a right of
                    indemnity conferred by this deed.

FURTHER ASSURANCES
               13.8 The Bond Administrator must at its own expense execute and
                    cause its successors to execute the documents and do
                    everything necessary or appropriate to bind the Bond
                    Administrator and its successors under this deed.


14     CONFIDENTIALITY
-------------------------------------------------------------------------------
CONFIDENTIALITY
               14.1 Unless a Transaction Document expressly states otherwise,
                    each party agrees not to disclose information provided by
                    any other party that is not publicly available except:

                    (a)  in connection with any person exercising rights or
                         dealing with rights or obligations under a Transaction
                         Document (including in connection with preparatory
                         steps such as negotiating with any potential assignee
                         or other person who is considering contracting with the
                         Global Trust Manager in connection with a Transaction
                         Document); or

                    (b)  to officers, employees, legal and other advisers and
                         auditors of the Global Trust Manager or Bond
                         Administrator; or

                    (c)  to any party to this deed or any Related Entity of any
                         party to this deed, provided the recipient agrees to
                         act consistently with this clause 14; or

                    (d)  with the disclosing party's consent (not to be
                         unreasonably withheld); or

                    (e)  as allowed by any law or stock exchange.

                    Each party consents to disclosures made in accordance with
                    this clause 14.1.


15     NO JOINT VENTURE
-------------------------------------------------------------------------------
                    Nothing contained in this deed shall constitute the Global
                    Trust Manager and the Bond Administrator, as members of any
                    partnership, joint venture, association, syndicate or
                    unincorporated business.


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

<PAGE>

                                                                              20
-------------------------------------------------------------------------------
17     LIMITATION OF LIABILITY
-------------------------------------------------------------------------------
GLOBAL TRUST MANAGER
               17.1 The Global Trust Manager enters into each Transaction
                    Document to which it is a party in its capacity as manager
                    of a Trust and in no other capacity.

               17.2 Despite anything else contained in any Transaction Document,
                    the Global Trust Manager has no liability under any
                    Transaction Document or in respect of any cause of action,
                    claim or loss arising:

                    (a)  under or in connection with any Transaction Document;

                    (b)  in connection with any transaction, conduct or other
                         agreement contemplated by any Transaction Document;

                    (c)  under or in connection with (to the extent permitted by
                         law) any representation or undertaking given in
                         connection with any Transaction Document; or

                    (d)  under or in connection with any breach of, or default
                         under, any Transaction Document or the occurrence of an
                         Event of Default,

                    whether to pay any moneys or to compensate for any loss or
                    damage however arising, in any case except where the Global
                    Trust Manager has breached its express undertakings,
                    indemnities, representations or warranties as Global Trust
                    Manager of the Trust.

               17.3 Where in any Transaction Document, the Global Trust Manager
                    has a discretion with respect to an action or refraining
                    from an action, such discretion may only be exercised in
                    accordance with the Transaction Documents.

               17.4 Without limiting any other provision of this clause 17, each
                    party agrees and acknowledges that it must not, in respect
                    of any liability, cause of action, claim or loss referred to
                    in clause 17.2 (except where the Global Trust Manager has
                    breached its express undertakings, indemnities,
                    representations or warranties as Global Trust Manager of the
                    Designated Trust):

                    (a)  appoint or seek to appoint an administrator or
                         liquidator to the Global Trust Manager;

                    (b)  commence or seek for winding up, dissolution, official
                         management or administration of the Global Trust
                         Manager;

                    (c)  appoint or seek to appoint a receiver, receiver or
                         manager, administrator receiver or similar official to
                         all or any of the assets of the Global Trust Manager;

                    (d)  bring, support or assert any claim, demand, action,
                         suit or proceeding against the Global Trust Manager or
                         any assets of the Global Trust Manager, whether at law
                         or in equity;


<PAGE>

                                                                              21
--------------------------------------------------------------------------------
                    (e)  levy or enforce or seek to attempt to levy or enforce a
                         distress or other execution upon or against any assets
                         of the Global Trust Manager;

                    (f)  exercise any right of set-off or counterclaim against
                         or in respect of the Global Trust Manager; or

                    (g)  obtain, or seek to attempt to obtain, any judgment,
                         order or declaration against or in respect of the
                         Global Trust Manager or any of its assets.

BOND ADMINISTRATOR
               17.5 Despite anything else contained in any Transaction Document,
                    the Bond Administrator has no liability under any
                    Transaction Document or in respect of any cause of action,
                    claim or loss arising:

                    (a)  under or in connection with any Transaction Document;

                    (b)  in connection with any transaction, conduct or other
                         agreement contemplated by any Transaction Document;

                    (c)  under or in connection with (to the extent permitted by
                         law) any representation or undertaking given in
                         connection with any Transaction Document; or

                    (d)  under or in connection with any breach of, or default
                         under, any Transaction Document or the occurrence of an
                         Event of Default,

                    whether to pay any moneys or to compensate for any loss or
                    damage however arising, in any case except where the Bond
                    Administrator has breached its express undertakings,
                    indemnities, representations or warranties as Bond
                    Administrator of the relevant Designated Trust.

               17.6 Without limiting any other provision of this clause 17, each
                    party agrees and acknowledges that it must not, in respect
                    of any liability, cause of action, claim or loss referred to
                    in clause 17.5 (except where the Global Trust Manager has
                    breached its express undertakings, indemnities,
                    representations or warranties as Bond Administrator of the
                    relevant Designated Trust):

                    (a)  appoint or seek to appoint an administrator or
                         liquidator to the Bond Administrator;

                    (b)  commence or seek for winding up, dissolution, official
                         management or administration of the Bond Administrator;

                    (c)  appoint or seek to appoint a receiver, receiver or
                         manager, administrator receiver or similar official to
                         all or any of the assets of the Bond Administrator;

                    (d)  bring, support or assert any claim, demand, action,
                         suit or proceeding against the Bond Administrator or
                         any assets of the Bond Administrator, whether at law or
                         in equity;


<PAGE>

                                                                              22
--------------------------------------------------------------------------------
                    (e)  levy or enforce or seek to attempt to levy or enforce a
                         distress or other execution upon or against any assets
                         of the Bond Administrator;

                    (f)  exercise any right of set-off or counterclaim against
                         or in respect of the Bond Administrator; or

                    (g)  obtain, or seek to attempt to obtain, any judgment,
                         order or declaration against or in respect of the Bond
                         Administrator or any of its assets.

               17.7 The provisions of this clause 17:

                    (a)  are paramount and apply regardless of any other
                         provision of a Transaction Document or other
                         instrument, even a provision which seeks to apply
                         regardless of any other provision; and

                    (b)  survive and enure beyond the termination of any
                         Transaction Document for any reason; and

                    are not severable from this deed or any other Transaction
                    Document.


EXECUTED as a deed.

<PAGE>

                                                                             23
-------------------------------------------------------------------------------
SCHEDULE 1             FORM OF DESIGNATION NOTICE
-------------------------------------------------------------------------------

To:    National Australia Managers Limited ("BOND ADMINISTRATOR")

This is a Designation Notice given under the HomeSide Mortgage Securities
Trusts Deed of Delegation dated [       ] between HomeSide Global MBS
Manager, Inc. ("GLOBAL TRUST MANAGER") and the Bond Administrator ("DEED OF
DELEGATION").

Each of the Global Trust Manager and the Bond Administrator designate the
following Trust as a "Designated Trust" pursuant to clause 2.1 of the Deed of
Delegation: [HomeSide Mortgage Securities Trust 2001-1].

[For the purposes of clause 2.1(c) the Global Trust Manager hereby appoints the
Bond Administrator as its agent for the performance of the following additional
duties [or proposes a variation to the duties specified in clause 2.1]:
[           ]].

Terms defined or assigned in the Deed of Delegation have the same meaning when
used in this Designation Notice.

Dated:       [      ]

For and on behalf of the Global Trust Manager


---------------------------------------------
Authorised Person


We accept the designation described above [and agree to perform the [additional
duties/duties as varied] as described above].

For and on behalf of the Bond Administrator


---------------------------------------------
Authorised Person


<PAGE>

                                                                              24
-------------------------------------------------------------------------------
EXECUTION PAGE
-------------------------------------------------------------------------------

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





                                    )
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
Occupation of witness               )      this deed



<PAGE>


                                                                              1
-------------------------------------------------------------------------------
CONTENTS               DEED OF DELEGATION
                       HOMESIDE MORTGAGE SECURITIES TRUSTS
-------------------------------------------------------------------------------


1   INTERPRETATION...........................................................1

DEFINITIONS SCHEDULE.........................................................2

MISCELLANEOUS................................................................2

HEADINGS.....................................................................3

BUSINESS DAY.................................................................3


2   THE BOND ADMINISTRATOR...................................................4

APPOINTMENT OF BOND ADMINISTRATOR............................................4

BOND ADMINISTRATOR TO HAVE DISCRETION........................................4

ACT ON EXPERT ADVICE.........................................................4

BOND ADMINISTRATOR NOT LIABLE................................................4


3   STANDARD OF CARE.........................................................5


4   BOND ADMINISTRATOR'S UNDERTAKINGS........................................6


5   GLOBAL TRUST MANAGER'S COVENANTS.........................................9


6   COMPENSATION OF THE BOND ADMINISTRATOR..................................10


7   REPRESENTATIONS AND WARRANTIES..........................................11

REPRESENTATIONS AND WARRANTIES..............................................11

CONTINUATION OF REPRESENTATIONS AND WARRANTIES..............................12


8   EFFECTIVENESS; BENEFITS OF AGREEMENT....................................13


9   BOND ADMINISTRATOR'S LIABILITY; INDEMNITY...............................14


10  RETIREMENT AND TERMINATION..............................................15

RETIREMENT..................................................................15

TERMINATION.................................................................16


11  NOTICES.................................................................16

FORM........................................................................16


<PAGE>

                                                                              2
-------------------------------------------------------------------------------
WHEN NOTICES TAKE EFFECT....................................................16

WHEN RECEIVED...............................................................16

INITIAL CONTACT DETAILS.....................................................17


12  GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS......................17

GOVERNING LAW...............................................................17

NON-EXCLUSIVE JURISDICTION..................................................17

SERVICE OF PROCESS..........................................................18


13  MISCELLANEOUS...........................................................18

CERTIFICATE.................................................................18

EXERCISE OF RIGHTS..........................................................18

WAIVER AND VARIATION........................................................18

SUPERVENING LEGISLATION.....................................................18

APPROVALS AND CONSENTS......................................................18

REMEDIES CUMULATIVE.........................................................18

INDEMNITIES.................................................................18

FURTHER ASSURANCES..........................................................19


14  CONFIDENTIALITY.........................................................19

CONFIDENTIALITY.............................................................19


15  NO JOINT VENTURE........................................................19


16  COUNTERPARTS............................................................19


17  LIMITATION OF LIABILITY.................................................20

GLOBAL TRUST MANAGER........................................................20

BOND ADMINISTRATOR..........................................................21
  Schedule 1  Form of Designation Notice....................................23
  Execution page............................................................24


<PAGE>


                             ----------------------
                             DATED             2001





                                HOMESIDE MORTGAGE
                                SECURITIES TRUSTS
                               DEED OF DELEGATION



                        HOMESIDE GLOBAL MBS MANAGER, INC.
                            ("GLOBAL TRUST MANAGER")
                           NATIONAL AUSTRALIA MANAGERS
                                     LIMITED
                              (ABN 70 006 437 565)
                             ("BOND ADMINISTRATOR")
















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                            Telephone (02) 9296 2000
                               Fax (02) 9296 3999
                                  DX 113 Sydney
                                  Ref: MTG:SRF