SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549
                                    FORM 20-F

(MARK ONE)

|_|  REGISTRATION  STATEMENT  PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                                       OR
|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                                       OR
|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


For the transition period from October 1, 2001 to September 30, 2002.
Commission file number 333-67782


                           CRUSADE MANAGEMENT LIMITED

      In its capacity as Manager of the Crusade Global Trust No. 2 of 2001
                      Australian Company Number 072 715 916
             (Exact name of Registrant as specified in its charter)

                           New South Wales, Australia
                 (Jurisdiction of incorporation or organization)

             Level 11, 55 Market Place, Sydney, NSW 2000, Australia
                    (Address of principal executive offices)

SECURITIES  REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None

SECURITIES  REQUIRED TO BE REGISTERED  PURSUANT TO SECTION 12(G) OF THE ACT
None

SECURITIES FOR WHICH THERE IS A REPORTING  OBLIGATION  PURSUANT TO SECTION
15(d) OF THE ACT
US$800,000,000  Class A Mortgage Backed Floating Rate Notes due
2032 (the Notes")


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the last 90 days.

     Yes   |_|     No   |X|

Indicate by check mark which financial statement item the registrant has elected
to follow

     Item 17|_|  Item 18|_|  Incorporated by Reference to filings on Form 6k |X|

                                       i

<PAGE>

                              CROSS-REFERENCE SHEET

20-F ITEM NUMBERS AND CAPTION                           LOCATION

PART I

1. Identify of Directors, Senior Management       Not applicable
    And Advisers

2. Other Statistics and Expected Timetable        Not applicable

3. Key Information                                Selected Financial Information

4. Information on the Company Property

5. Operation and Financial Review and Prospects   Not Applicable

6. Directors, Senior Management and Employees     Not applicable

7. Major  Shareholders  and Related Party         Major Shareholders and
   Transactions                                   Interest of Management and
                                                  Related Parties in
                                                  Transactions

8. Financial Information                          Not applicable

9. The Offer and Listing                          Markets

10. Additional  Information                       Exchange Controls, Taxation,
                                                  Legal Proceedings, Holders of
                                                  Notes

11. Quantitative and Qualitative Disclosures      Market Risk
    about Market Risk

12. Description of Securities Other than Equity   Not applicable
    Securities

                                       ii

<PAGE>

PART II

13. Defaults, Dividend Arrearages and             Defaults and Delinquencies
    Delinquencies

14. Material  Modifications  to                   Material  Modifications to
    Rights of Security Holders and                Rights of Security Holders
    Use of Proceeds

15.[RESERVED]

16.[RESERVED]

PART III

17. Financial Statements                          Not applicable

18. Financial Statements                          Not applicable

19.  (a)  Financial Statements                    Periodic Filings on Form 6K
                                                  incorporated  by reference

     (b)  Exhibits                                Exhibits

                                      iii

<PAGE>

<TABLE>
<CAPTION>

TABLE OF CONTENTS

PART I

<S>                                                                                         <C>
Incorporation of Certain Documents by Reference..............................................1

Item 3: Selected Financial Information.......................................................1

Item 4: Property.............................................................................2

Item 7: Major Shareholders & Interest of Management and Related Parties in Transaction.......3

Item 9: Markets..............................................................................3

Item 10: Exchange Controls, Taxation, Legal Proceedings, Holders of Notes....................3

Item 11: Market Risks.......................................................................10


PART II

Item 13: Defaults and Delinquencies.........................................................10

Item 14: Material Modification to Rights of Security Holders................................10


PART III

Item 19: Financial Statements and Exhibits..................................................11
</TABLE>


EXHIBITS

Exhibit 13.1: Noteholders Report for the December 20, 2001 payment date
Exhibit 13.2: Noteholders Report for the March 20, 2002 payment date
Exhibit 13.3: Noteholders Report for the June 20, 2002 payment date
Exhibit 13.4: Noteholders Report for the September 20, 2002 payment date
Exhibit 13.5: Aggregate Totals for Fiscal Year
Exhibit 99.1: The Manager Officer's Certificate of Compliance
Exhibit 99.2: The Servicer Officer's Certificate of Compliance
Exhibit 99.3: Independent Auditors Annual Servicer's Compliance Certificate
Exhibit 99.4: Custodial Services Audit Report
Exhibit 99.5: KPMG Consent to Publish Audit Report
Exhibit 99.6: Financial Report of the Trust for the Period Ending
              September 30, 2002.

                                       iv

<PAGE>

                                     PART 1

         This Transition Report on Form 20-F relates to the Crusade Global Trust
No. 2 of 2001 (the "Trust") and the Class A Mortgage  Backed Floating Rate Notes
(the  "Notes")  issued  pursuant to the Note Trust Deed dated as of September 5,
2001 (the "Note Trust Deed"),  between Perpetual Trustees  Consolidated Limited,
as issuer  trustee  (the  "Issuer  Trustee");  Crusade  Management  Limited (the
"Manager"), as Manager; and Wilmington Trust Company, as note trustee (the "Note
Trustee").  Capitalized  terms used in this Form 20-F and not  defined  have the
same meanings given to them in the Prospectus Supplement relating to the Notes.

         The  information   required  for  some  items  in  Form  20-F  is  "not
applicable" to the Trust or the Manager.  As used in this Annual Report filed on
Form 20-F, "not applicable" or "Not  Applicable"  means that the response to the
referenced  item is omitted in reliance on the  procedures  outlined in numerous
no-action letters issued by the Commission's Staff with respect to substantially
similar securities and trusts that file annual reports on Form 10-K.

                 INCORPORTION OF CERTAIN DOCUMENTS BY REFERENCE

         The Manager incorporates by reference its Noteholders Reports, filed as
periodic filings on Form 6-K, which contain all financial information related to
the Trust relevant to the holders of the Notes (the "Noteholders"),  pursuant to
rule 12b-23 promulgated under the Securities Exchange Act of 1934.

ITEM 3.  SELECTED FINANCIAL INFORMATION

         The Manager  globally  incorporates by reference and attaches hereto as
Exhibit 13, pursuant to Rules 12b-23  promulgated under the Securities  Exchange
Act of  1934,  the  following  quarterly  Noteholder  Reports  (the  "Noteholder
Reports"),  filed on Form 6-K, which include all financial  information relating
to the Trust that is relevant to Noteholders.

     o    Noteholders Report for the December 20, 2001 Payment date
     o    Noteholders Report for the March 20, 2002 Payment date
     o    Noteholders Report for the June 20, 2002 Payment date
     o    Noteholders Report for the September 20, 2002 Payment date
<PAGE>

The Manager also attaches  hereto,  as Exhibits  13.5,  Exhibit 99.4 and Exhibit
99.6 respectively, the following documents: -

     o    Aggregate Totals for Fiscal Year,

     o    Custodial Audit Report by KPMG, and

     o    Financial  Report of the Trust for the  period  Ending  September  30,
          2002.

CURRENCY EXCHANGE

         A portion of the financial  information provided in the exhibits listed
above contain  information  in Australian  dollars.  The noon buying rate in New
York City for cable  transfers in  Australian  dollars as certified  for customs
purposes by the Federal Reserve Bank of New York on March 24, 2003 was US$0.5947
= A$1.00.

         Payments  to  Noteholders,  however,  are  generally  not  effected  by
fluctuations in the exchange rate between Australian and U.S. dollars because of
the existence of currency swap.  Please refer Note 1(g) of the Financial  Report
of the Trust for the Period Ending September 30, 2002, attached as Exhibit 99.6

ITEM 4.    PROPERTY

         The property of the Trust  primarily  consists of residential  mortgage
loans. Information concerning such property can be found in the Financial Report
of the Trust for the Period Ending September 30, 2002, attached as Exhibit 99.6.

         Additionally,  an Officer's  Certificate of  Compliance,  executed by a
director  of the  Manager is filed  herewith  as Exhibit  99.1.  Such  statement
certifies  that the Manager and the Issuer  Trustee,  in such  capacities,  have
complied with all conditions and covenants under the  Transaction  Documents for
the issuance of the Notes by the Trust.

                                                                               2

<PAGE>


ITEM 7.  MAJOR SHAREHOLDERS AND INTEREST OF MANAGEMENT AND RELATED PARTIES IN
         TRANSACTIONS

         Crusade  Management  Limited is a wholly owned  subsidiary of St George
Bank  Limited.   Its   principal   business   activity  is  the   management  of
securitisation  trusts established under St George Bank Limited's Crusade Trust,
Crusade Euro Trust and Crusade Auto Trust Programmes.

         St George  Limited  provides  working  capital  to  Crusade  Management
Limited.  Also,  Crusade  Management  Limited has entered into  transactions  on
commercial terms with either St George Bank Limited or wholly owned subsidiaries
of St George Bank Limited in order to carry out its  functions as manager  under
the securitisation trusts.


ITEM 9.    MARKETS

         The Notes are not traded on any nationally  recognized  exchange in the
United States.


ITEM 10.  EXCHANGE CONTROLS, TAXATION, LEGAL PROCEEDINGS, HOLDERS OF NOTES


EXCHANGE CONTROLS

         The  specific  prior  approval of the Reserve  Bank of Australia or the
Minister for Foreign  Affairs of the  Commonwealth of Australia must be obtained
for certain  transactions  involving or connected  with  individuals or entities
listed in the relevant  Commonwealth  Government  Gazette as persons or entities
identified with terrorism or to which financial sanctions apply, including:

               o    the Government of Iraq or its agencies or nationals;

               o    certain Yugoslav entities or individuals;

               o    Jemiah Islamiah;

               o    UNITA (the Union for the Total Independence of Angola),  its
                    senior officials and their immediate families;

                                                                               3

<PAGE>

               o    the  Government  of  Zimbabwe,   any  public   authority  or
                    controlled  entity of the Government of Zimbabwe and certain
                    other   individuals   identified  by  the  Reserve  Bank  of
                    Australia:

               o    the   Taliban   (also  know  as  the   Islamic   Emirate  of
                    Afghanistan)  or  any   undertaking   owned  or  controlled,
                    directly or indirectly, by the Taliban;

               o    Osama bin Laden, the Al-Qaeda organisation and certain other
                    individuals  identified  by the Reserve Bank of Australia as
                    being linked to terrorism; and

               o    the persons  whose names are  published in the  Commonwealth
                    Government   Gazette   Gn42  as  amended   by   Commonwealth
                    Government  Gazette Gn37 and  Commonwealth  Government Gn49,
                    and the persons whose names are listed under  Suppression of
                    the Financing of Terrorism Act 2002 (Commonwealth).

         Any funds transferred from Australia or to non-Australian residents may
be subject to withholding taxes in relation to remittances of dividends,  to the
extent they are unfranked, and interest payments.

TAXATION

CERTAIN AUSTRALIAN TAX MATTERS

         The following  statements with respect to Australian  taxation are only
general summaries and are based on advice received by the Manager. Purchasers of
Notes should  consult their own tax advisers  concerning  the  consequences,  in
their particular  circumstances,  under Australian tax laws, and the laws of any
other taxing jurisdiction, of the ownership of or any dealing in the Notes.


PAYMENTS OF PRINCIPAL, PREMIUMS AND INTEREST

         Under current Australian tax law, non-resident holders of Notes are not
subject to  Australian  income tax on  payments  of  interest  or amounts in the
nature  of  interest  unless  those  securities  are held as part of a  business
carried  on, at or through a  permanent  establishment  in  Australia.  However,
interest or amounts in the nature of interest paid to such  non-residents may be
subject to interest  withholding tax, which is currently  imposed at the rate of
10%. A premium on redemption, if any, would generally be treated as an amount in
the nature of interest for this purpose.

                                                                               4
<PAGE>

         Pursuant to section 128F of the Income Tax  Assessment  Act 1936 of the
Commonwealth  of  Australia  (the "1936  Act"),  an  exemption  from  Australian
interest withholding tax is available where the following prescribed  conditions
are met.

         These conditions are:

         o  the issuer trustee is a company that is a resident of Australia,  or
            a  non-resident  carrying  on  business  at or  through a  permanent
            establishment  in  Australia,  when it  issues  the  Notes  and when
            interest, as defined in section 128A (1AB) of the 1936 Act, is paid;
            and

         o  the Notes were issued in a manner which  satisfied  the public offer
            test as  prescribed  under  section  128F of the  1936  Act or which
            satisfied the definition of a global bond under subsection  128F(10)
            of the 1936 Act.

         The Notes were issued in a way that satisfied the public offer test and
otherwise  met the  requirements  of section 128F of the 1936 Act.  Accordingly,
payments of principal and interest,  and any premium upon  redemption  made to a
non-resident  Noteholder,  who does not carry on  business  through a  permanent
establishment  in  Australia,  will  not be  subject  to  Australian  income  or
withholding tax.

The exemption from Australian withholding tax will not apply to interest paid by
the Issuer  Trustee to an associate of the Issuer  Trustee within the meaning of
section 128F of the 1936 Act if, at the time of the payment,  the Issuer Trustee
knows,  or has  reasonable  grounds to suspect,  that the person is an associate
unless the associate  receives  payment of the interest (or amount in the nature
of interest):

         o  if the  associate  is not an  Australian  resident,  in  carrying on
            business in Australia at or through a permanent establishment; or

         o  if the  associate is an  Australian  resident,  other than through a
            business  carried  on by the  associate  at or  through a  permanent
            establishment outside Australia; or

         o  in the capacity of a clearing house, paying agent, custodian,  funds
            manager, or responsible entity of an Australian registered scheme.


PROFIT ON SALE

         Under existing Australian law,  non-resident  holders of Notes will not
be subject to Australian income tax on profits derived from the sale or disposal
of those Notes provided that:

        o  the  Notes  are not held as part of a  business  carried  on,  at or
           through a permanent establishment in Australia; and

        o  the profits do not have an Australian source.

        The source of any  profit on the  disposal  of Notes will  depend on the
factual  circumstances of the actual disposal.  Where the Notes are acquired and
disposed of pursuant to  contractual  arrangements  entered  into and  concluded
outside  Australia,  and the  seller  and the  purchaser  are  non-residents  of
Australia  and do not have a  business  carried  on, at or  through a  permanent
establishment in Australia, the profit should not have an Australian source.


                                                                               5

<PAGE>

GOODS AND SERVICES TAX

        Australia has a goods and services tax under which an entity is required
to pay goods and  services tax on any taxable  supplies it makes.  The amount of
goods  and   services  tax  payable  will  be  equal  to  1/11th  of  the  total
consideration received for the supply.

In the case of supplies made by the Issuer Trustee:

        o   if the supply is "GST free", the Issuer Trustee is not liable to pay
            goods and  services  tax on the  supply  and can  obtain  "input tax
            credits" for goods and services taxes paid on things  acquired by it
            in order to make the supply; and

        o   if the supply is "input taxed",  which includes financial  supplies,
            the Issuer  Trustee is not liable to pay a goods and services tax on
            the supply, but is not entitled to "input tax credits" for goods and
            services  tax  paid on  things  acquired  by it in order to make the
            supply. In some  circumstances,  a "reduced input tax credit" may be
            available.

        On the basis of the current  goods and  services  tax  legislation,  the
payment  of  interest  or  principal  on the Notes are  unlikely  to be  taxable
supplies.

        o   Services  provided to the Issuer Trustee may be a mixture of taxable
            and input taxed  supplies for goods and services tax purposes.  If a
            supply is  taxable,  the  supplier  has the  primary  obligation  to
            account  for goods and  services  tax in respect of that  supply and
            must  rely on a  contractual  provision  to  recoup  that  goods and
            services tax from the Issuer Trustee.

        If  other  fees  payable  by  the  Issuer  Trustee  are  treated  as the
consideration  for a taxable supply under the goods and services tax legislation
or otherwise may be increased by reference to the relevant  supplier's goods and
services tax  liability,  the Issuer Trustee may not be entitled to a full input
tax credit for that increase and the trust expenses will increase,  resulting in
a decrease in the funds available to the Trust.

        The  goods  and  services  tax may  increase  the cost of  repairing  or
replacing damaged properties offered as security for housing loans.  However, it
is a condition of St.George Bank's loan contract and mortgage documentation that
the borrower must  maintain full  replacement  value  property  insurance at all
times during the loan term.

        The goods and services tax legislation, in certain circumstances, treats
the Issuer Trustee as making a taxable supply if it enforces security by selling
the mortgaged  property and applying the proceeds of sale to satisfy the housing
loan.  In these  circumstances  the Issuer  Trustee has to account for goods and
services tax out of the sale  proceeds,  with the result that the remaining sale
proceeds may be  insufficient  to cover the unpaid  balance of the related loan.
However, the general position is that a sale of residential property is an input
taxed supply for goods and  services  tax  purposes and so the enforced  sale of


                                                                               6
<PAGE>

property  which  secures the housing  loans will  generally  not be treated as a
taxable supply under these provisions. As an exception, the Issuer Trustee still
has to account for goods and services tax out of the proceeds of sale  recovered
when a housing  loan is enforced  where the borrower is an  enterprise  which is
registered for goods and services tax purposes,  uses the mortgaged  property as
an asset of its enterprise and any of the following are relevant:

       o    the property is no longer being used as a residence; or

       o    the property is used as  commercial  residential  premises such as a
            hostel or boarding house; or

       o    the borrower is the first vendor of the property -the borrower built
            the property; or

       o    the  mortgaged  property  has  not  been  used  predominantly  as  a
            residence.

        Because  the  Issuer  Trustee  is an insured  party  under the  mortgage
insurance policies,  it may in certain limited circumstances have to account for
goods and services tax in respect of any claim payment received.  Generally,  if
certain compliance  procedures have been followed,  the insured does not have to
account for goods and services tax in respect of the claim payment.

        Any  reduction  as a result  of goods  and  services  tax in the  amount
recovered by the Issuer  Trustee when  enforcing the housing loans will decrease
the funds  available  to the Trust to the  extent not  covered  by the  mortgage
insurance policies. The extent to which the Issuer Trustee is able to recover an
amount on account of the goods and services tax, if any, payable on the proceeds
of sale in the circumstances described in this section, will depend on the terms
of the related mortgage insurance policy.


OTHER TAXES

         Under  current  Australian  law,  there  are no gift,  estate  or other
inheritance  taxes or duties.  A transfer of, or  agreement  to transfer,  Notes
executed  outside of Australia  should not be subject to  Australian  stamp duty
(except, under certain circumstances, nominal duty in the Northern Territory).


CONSOLIDATION

         The  `head  company'  of a  consolidatable  tax group may elect for the
group to  consolidate  under the new regime  from July 1, 2002 and be taxed as a
single entity so that transactions between members of the consolidated group are
ignored  for tax  purposes.  Making an  election  to  consolidate  is  optional.
However,  the existing tax concessions for  transactions  between members of the
same wholly owned group,  including  loss transfers and asset  roll-overs,  will
cease to be available from July 1, 2003 (or, for  consolidated tax groups with a
`head  company'  with a  substituted  accounting  period,  from the start of the
company's  tax year  commencing  after July 1, 2003  provided  that the  company
elects to consolidate from the beginning of that tax year).

         A consolidatable  tax group consists of a `head company' and all of its
wholly owned  subsidiaries  including trusts (provided that all members are 100%
wholly owned by the head company). A consequence of the `head company' making an
election to consolidate  is that all eligible  members of a  consolidatable  tax
group  (including  wholly owned trusts) will be included in the consolidated tax
group.  That is,  it is not  possible  to elect to leave  certain  wholly  owned
entities outside the consolidated tax group.


                                                                               7

<PAGE>

         Therefore,  if the consolidatable group of which the beneficiary of the
Trust is an eligible member were to elect to consolidate, the Trust would become
part of that consolidated  group.  Membership of a consolidated group should not
alter the tax treatment of the Trust in normal  circumstances.  The head company
is  primarily  liable for the combined tax  liability  of the  consolidated  tax
group.  However,  if  the  head  company  fails  to pay a tax  liability  of the
consolidated  tax  group  on  time,  then  each  entity  that  was  part  of the
consolidated  group for at least part of the  period to which the tax  liability
relates will become jointly and severally liable for that group tax liability.

         There is an exception to joint and several liability where, immediately
prior to the time that the tax liability of the head company is due and payable,
there existed a "tax sharing agreement" between one or more members of the group
and the "head  company" under which each member that is a party to the agreement
agrees to contribute an amount  towards the payment of the group tax  liability.
Members of a consolidated tax group that enter into a tax sharing agreement with
the head company  will,  in the event that the head company fails to pay a group
tax liability by the due date, become liable for that liability to the extent of
their  agreed  contribution.  However,  the agreed  contribution  level for each
member  covered  by the  tax  sharing  agreement  must  represent  a  reasonable
allocation of the total group tax liability. Given that the Issuer Trustee would
not, if the Trust were  considered  on a stand alone basis,  have a liability to
tax it would not seem  unreasonable  that other members of the  consolidated tax
group, apart from the Trust, should be potentially responsible for the group tax
liabilities  under  the  tax  sharing  agreement.  Therefore,  it  would  not be
necessary for the Issuer Trustee to be a party to the tax sharing agreement.

         If a valid tax sharing  agreement  is in place,  none of the members of
the  consolidated  tax group will be jointly  and  severally  liable for the tax
liabilities  covered  by that  agreement.  Therefore,  provided  the  group  tax
liabilities  of a  consolidated  group of which the Trust  becomes a member  are
covered by a valid tax sharing  agreement,  the joint and several liability rule
will not apply to the Trust and  accordingly  will not  affect  the tax  neutral
status of the Trust.


THIN CAPITALISATION

         Whilst the Trust  should  not,  in its own right,  be either an OUTWARD
INVESTING  ENTITY or an INWARD  INVESTING  ENTITY for the  purposes  of the thin
capitalisation  rules,  those  rules  may  still  apply  to the  Trust to deny a
deduction for a portion of the interest paid on the Notes if the Manager, as the
beneficiary  of the  Trust,  is  itself an inward  investing  entity or  outward
investing  entity.  We note  that the  application  of the  thin  capitalisation
provisions  to the Trust  should not affect the Trust's tax  neutrality  but may
affect the Manager, as the beneficiary.

         The  Manager  is  currently  understood  not to be an inward  investing
entity and it is expected that the Manager will satisfy the de minimus exception
so that it will not be  subject to the thin  capitalisation  rules as an outward
investing entity.  Provided this is the case, the Trust should not be subject to
the thin capitalisation rules.

         Should the Trust be subject to the thin capitalisation rules, it may be
possible  for the Trust to  satisfy  the arm's  length  debt test under the thin
capitalisation  rules  so that a  deduction  would be  available  for all of the
interest  payable on the Notes.  Further,  on December 4, 2002, the Minister for
Revenue and  Assistant  Treasurer,  Senator  Helen  Coonan,  announced  proposed
amendments to the thin capitalisation regime with effect from July 1, 2001. That
announcement  included a proposal to amend the existing  provisions with respect
to securitisation  vehicles to exempt vehicles which meet the structured finance
criteria  for  special  purpose  entities  in  Australia  of an  internationally
recognized  ratings  agency  and  fund  their  activities  by the  issue of debt
interests.  Legislation  enacting  the  proposed  amendments  has not  yet  been
introduced  into  Parliament.  It is  expected  that the  Trust  would  meet the
proposed new criteria for the securitisation vehicle exemption.

         Even if the  rules  did  apply  to the  Trust,  on the  basis  that the
beneficiary of the Trust is presently  entitled to the income of the Trust,  any
resultant tax liability will be met by the beneficiary  and,  therefore,  should
not  adversely  affect the ability of the Issuer  Trustee to pay  principal  and
interest on the Notes.


                                                                               8

<PAGE>

DEBT/EQUITY RULES

         The Debt/Equity  rules,  applicable  generally from July 1, 2001, under
which debt can be  recharacterized  as equity for tax purposes should not affect
the tax deductibility of interest on the Notes.


TAX REFORM PROPOSALS - TAXATION OF TRUSTS AS COMPANIES

         Under  existing  Australian  law,  any tax  liability in respect of the
income of the Trust is borne directly by the  beneficiary  of the Trust,  not by
the Issuer  Trustee.  Therefore,  the cash  available  to the Issuer  Trustee to
service the Notes cannot be affected by the payment (or otherwise) of tax.

         On February 27, 2001, the Federal Government withdrew draft legislation
under  which  non-fixed  trusts  were  proposed  to be  taxed as  companies  and
announced it would begin a new round of consultations with interested parties in
relation to this proposal.  In November 2002, the Board of Taxation  considering
the reform of the Australian tax laws as they apply to non-fixed trusts issued a
report  recommending  that  the  Government  retain  the  current   flow-through
treatment of distributions of non-assessable  amounts by non-fixed trusts rather
than adopting a company type taxation  model,  and  recommended  some incidental
amendments  to the  tax  law.  On  December  12,  2002  the  Australian  Federal
Government announced its intention to amend the taxation laws in accordance with
the  recommendations  of the Board of Taxation.  Although the Australian Federal
Government  has not expressly  confirmed  that it will not adopt a  company-type
taxation model for non-fixed trusts, such course is unlikely given the report of
the Board of Taxation and the Government's response to that report.


LEGAL PROCEEDINGS

         The Manager knows of no material legal proceedings involving any of the
Trust, the Manager, the Servicer or the Issuer Trustee.

HOLDERS OF NOTES

         The Notes are currently  represented by certificates  registered in the
name of Cede & Co., the nominee of The Depository  Trust  Company.  Accordingly,
Cede & Co. is the sole  holder of record of the Notes,  which it holds on behalf
of brokers, dealers, banks and other direct participants in the DTC system.



                                                                               9
<PAGE>


ITEM 11.  MARKET RISKS

         Information  regarding  various  market  risks  can  be  found  in  the
Financial  Report for the Period  Ending  September 30, 2002 attached as Exhibit
99.6.

                                     PART II

ITEM 13.  DEFAULTS AND DELINQUENCIES

     There  has been no  material  default  or  delinquency  in the  payment  of
principal  or interest on the Notes.  Delinquency  and loss  information  on the
mortgage loans has been provided in the Noteholder Reports.

ITEM 14.  MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

         None.


                                                                              10
<PAGE>


                                    PART III

ITEM 19.     FINANCIAL STATEMENTS AND EXHIBITS

a. See the  "Selected  Financial  Data"  section in this  Annual  Report and the
Exhibits described in section (b) below.

b.  Exhibits

     The following documents are filed as part of this Annual Report:
1.   Exhibit 13.1: Noteholders Report for the December 20, 2001 Payment Date
2.   Exhibit 13.2: Noteholders Report for the March 20, 2002 Payment Date
3.   Exhibit 13.3: Noteholders Report for the June 20, 2002 Payment Date
4.   Exhibit 13.4: Noteholders Report for the September 20, 2002 Payment Date
5.   Exhibit 13.5: Aggregate Totals for the Fiscal Year
6.   Exhibit 99.1: The Manager Officer's Certificate of Compliance
7.   Exhibit 99.2: The Servicer Officer's Certificate of Compliance
8.   Exhibit 99.3: Independent Auditors Annual Servicer's Compliance Certificate
9.   Exhibit 99.4: Custodial Services Audit Report
10.  Exhibit 99.5: KPMG Consent to Publish Audit Report
11.  Exhibit 99.6: Financial Report of the Trust for the Period Ending
                   September 30, 2002.




                                                                              11
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused  this Annual  Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                     CRUSADE MANAGEMENT LIMITED


                                                     /S/ G. M. BARTLETT
                                                     ---------------------------
                                                     Name: G. M. Bartlett
                                                     Title:  Director

Date: March 25, 2003


                                                                              12
<PAGE>

                           CRUSADE MANAGEMENT LIMITED

                            SECTION 302 CERTIFICATION

I, Steve McKerihan, certify that:

1. I have reviewed this annual report on Form 20-F,  and all reports on Form 6-K
containing  distribution  or  servicing  reports  filed in  respect  of  periods
included in the year covered by this annual report, of Crusade Global Trust No.2
of 2001;

2. Based on my knowledge,  the  information in these reports,  taken as a whole,
does not  contain  any untrue  statement  of a material  fact or omit to state a
material  fact  necessary  to  make  the  statements   made,  in  light  of  the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by this annual report;

3. Based on my knowledge,  the distribution or servicing information required to
be provided to the trustee by the servicer under the pooling and  servicing,  or
similar,  agreements,  for  inclusion  in these  reports  is  included  in these
reports;

4. I am responsible for reviewing the activities performed by the servicer under
the pooling and  servicing,  or similar,  agreements and based upon my knowledge
and the annual  compliance  review required under that agreement,  and except as
disclosed in the reports,  the servicer has fulfilled its obligations under that
agreement; and

5. The reports disclose all significant  deficiencies relating to the servicer's
compliance with the minimum  servicing  standards based upon the report provided
by an independent  public  accountant,  after  conducting a review in compliance
with the Uniform  Single  Attestation  Program for  Mortgage  Bankers or similar
procedure,  as set forth in the pooling and servicing,  or similar,  agreements,
that is included in these reports.

In giving the  certifications  above,  I have  reasonably  relied on information
provided to me by the following unaffiliated parties:

Perpetual Trustees Consolidated Limited

                                              /S/ S. MCKERIHAN
                                             -----------------------------------
                                             S.  McKerihan
                                             CFO - Crusade Management Limited
                                             Date: March 26, 2003


                                                                              13
<PAGE>

                                INDEX TO EXHIBITS

  EXHIBIT NO.                  DOCUMENT DESCRIPTION

      13.1   Noteholders Report for the December 20, 2001 Payment Date
      13.2   Noteholders Report for the March 20, 2002 Payment Date
      13.3   Noteholders Report for the June 20, 2002 Payment Date
      13.4   Noteholders Report for the September 20, 2002 Payment Date
      13.5   Aggregate Totals for the Fiscal Year
      99.1   The Manager Officer's Certificate of Compliance
      99.2   The Servicer Officer's Certificate of Compliance
      99.3   Independent Auditors Annual Servicer's Compliance Certificate
      99.4   Custodial Services Audit Report
      99.5   KPMG Consent to Publish Audit Report
      99.6   Financial Report of the Trust for the Period Ending
             September 30, 2002



                                                                              14
<PAGE>


                                                                    EXHIBIT 13.1

            NOTEHOLDERS REPORT FOR THE DECEMBER 20, 2001 PAYMENT DATE


                                       15
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                            Report of Foreign Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934


For the Quarterly Payment Date on December 20, 2001


                           CRUSADE MANAGEMENT LIMITED,
               as manager of the Crusade Global Trust No.2 of 2001
             (Exact name of Registrant as specified in its Charter)

             Level 11, 55 Market Street, Sydney, NSW 2000, Australia
          ------------------------------------------------------------
                    (Address of principal executive offices)



         Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                   Form 20-F  [X]             Form 40-F  [ ]


         Indicate  by check  mark  whether  the  registrant  by  furnishing  the
information contained in this Form is also thereby furnishing the information to
the Commission  pursuant to Rule 12g3-2(b) under the Securities  Exchange Act of
1934.

                       Yes   [ ]                No   [X]


         If  "Yes"  is marked, indicate  below the  file number assigned  to the
registrant in connection with Rule 12g3-2(b): 82-_____________________________ .

<PAGE>



OTHER EVENTS

         On the Quarterly  Payment Date falling on December 20, 2001,  Perpetual
Trustees  Consolidated  Limited,  in its capacity as issuer trustee (the "Issuer
Trustee") made a regular quarterly distribution of principal and interest to the
holders of the Class A Mortgage-Backed Floating Rate Notes (the "Notes").


FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

         See page 4 for Exhibit Index


                                        -2-

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf,  as Trust
Manager  for the  Crusade  Global  Trust  No.  2 of  2001,  by the  undersigned,
thereunto duly authorized.

<TABLE>
<CAPTION>
<S>                                        <C>

                                            Crusade Management Limited,
                                            as Trust Manager for the Crusade Global Trust No.2 of 2001,
                                            ----------------------------------------------------------
                                            (Registrant)



Dated: January __, 2002                     By:  /s/  Roger Desmarchelier
                                               -------------------------------------------------
                                            Name:   Roger Desmarchelier
                                            Title:  Executive Manager
</TABLE>







                                        -3-

<PAGE>



EXHIBIT INDEX


Exhibit                 Description
- -------                 ------------
99.1                    The Noteholders Report for the Quarterly Payment Date on
                        December 20, 2001




                                        -4-

<PAGE>
                                    Exh-99.1

[CRUSADE TRUST
     LOGO]
                               Noteholders Report
                        Crusade Global Trust No.2 of 2001
                      Coupon Period Ending 20 December 2001

<TABLE>
<CAPTION>

USD NOTES
-----------
                        --------------------  ----------------  -----------   ----------------    ---------------   -----------
                                                                              Coupon Payments       Principal       Charge Offs
                        FV Outstanding (USD)  Bond Factor       Coupon Rate        (USD)          Payment (USD)        (USD)
                        --------------------  ----------------  -----------   ----------------    ---------------   -----------
<S>                     <C>                   <C>               <C>           <C>                 <C>               <C>

Class A Notes           745,851,851.89        93.231481%        3.53500%      7,698,444.44        54,148,148.11     0.00
</TABLE>

<TABLE>
<CAPTION>
                        --------------------  ----------------  -----------   ----------------    ---------------   -----------
                                                                              Coupon Payments       Principal       Charge Offs
                        FV Outstanding (AUD)  Bond Factor       Coupon Rate        (AUD)          Payments (AUD)        (AUD)
                        --------------------  ----------------  -----------   ----------------    ---------------   -----------
<S>                     <C>                   <C>               <C>           <C>                 <C>               <C>

Class B Notes           37,550,000.00         100.000000%       5.00810%      504,912.53          0.00              0.00
Class C Notes           3,235,000.00          100.000000%       5.22810%      45,409.99           0.00              0.00
</TABLE>


                                                                     30-Nov-01
POOL SUMMARY                                                            AUD
-------------                                                      -------------
Outstanding Balance - Variable Rate Housing Loans                  1,117,267,556
Outstanding Balance - Fixed Rate Loans                               314,165,231
Number of Loans                                                           10,981
Weighted Average Current LVR                                              64.33%
Average Loan Size                                                        130,355
Weighted Average Seasoning                                             17.4 mths
Weighted Average Term to Maturity                                       277 mths


PRINCIPAL COLLECTIONS                                                   AUD
----------------------                                             -------------
Scheduled Principal Payments                                        8,902,613.60
Unscheduled Principal Payments                                    105,025,943.91
Redraws                                                             6,228,164.83

Principal Collections                                             107,700,392.68


Total Available Principal                                              AUD
--------------------------                                        --------------
Principal Collections                                             107,700,392.68
Principal Charge Offs                                                       0.00
Principal Draw                                                      6,299,366.25
Total Available Principal                                         101,401,026.43

Outstanding Principal Draws From Previous Period                             0.0

Principal Distributed                                             101,401,026.43
Principal Retained                                                          0.00


TOTAL AVAILABLE FUNDS                                                 AUD
----------------------                                            --------------
Available Income                                                   21,986,298.68
Principal Draw                                                      6,299,366.25
Liquidity Draw                                                              0.00

Total Available Funds                                              28,285,664.93


REDRAW & LIQUIDITY FACILITIES                                          AUD
------------------------------                                    --------------
Redraw Shortfall                                                            0.00
Redraw Carryover Charge Offs                                                0.00

CPR
---
                                             Sep-01       Oct-01       Nov-01
                                             ------       ------       ------
                        1 mth CPR              n/a        25.13%       26.52%

ARREARS
-------
                         % of pool
                        (by balance)
                        ------------
31 - 59 days                0.29%
60 - 89 days                0.03%
90+ days                    0.00%
Defaults                     Nil
Losses                       Nil
<PAGE>



                                                                    EXHIBIT 13.2

             NOTEHOLDERS REPORT FOR THE MARCH 20, 2002 PAYMENT DATE



                                                                              16
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                            Report of Foreign Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934


For the Quarterly Payment Date on March 20, 2002

                           Crusade Management Limited,
               as manager of the Crusade Global Trust No.2 of 2001
             (Exact name of Registrant as specified in its Charter)

             Level 11, 55 Market Street, Sydney, NSW 2000, Australia
                    (Address of principal executive offices)

     Indicate  by check mark  whether the  registrant  files or will file annual
reports under cover Form 20-F or Form 40-F.

                 Form 20-F ___X____      Form 40-F ________

     Indicate by check mark whether the registrant by furnishing the information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                      Yes _________      No ____X_____

     If  "Yes"  is  marked,  indicate  below  the file  number  assigned  to the
registrant in connection with Rule 12g3- 2(b): 82-_____________________.




<PAGE>

OTHER EVENTS

     On the Quarterly Payment Date falling on March 20, 2002, Perpetual Trustees
Consolidated  Limited,  in its capacity as issuer trustee (the "Issuer Trustee")
made a regular  quarterly  distribution of principal and interest to the holders
of the Class A Mortgage-Backed Floating Rate Notes (the "Notes").


FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

     See page 4 for Exhibit Index



                                        2



<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly caused  this  report to be signed on its  behalf,  as Trust
Manager  for the  Crusade  Global  Trust  No.  2 of  2001,  by the  undersigned,
thereunto duly authorized.


                                    Crusade Management Limited,
                                    as Trust Manager for the Crusade Global
                                      Trust No.2 of 2001,
                                    (Registrant)



Dated: April 29, 2002               By:    /s/ Roger Desmarchelier
                                       ----------------------------------------
                                       Name:  Roger Desmarchelier
                                       Title: Executive Manager




                                        3
<PAGE>

Exhibit Index


Exhibit  Description
-------  -----------
99.1     The Noteholders Report for the Quarterly Payment Date on March 20, 2002



                                        4

<PAGE>
                                                                    Exhibit 99.1

                               Noteholders Report
                        Crusade Global Trust No.2 of 2001
                       Coupon Period Ending 20 March 2002

USD Notes
---------
<TABLE>
<CAPTION>
                       FV Outstanding    Bond Factor   Coupon Rate   Coupon Payments   Principal Payment   Charge Offs
                           (AUD)                                          (USD)              (AUD)            (AUD)
                       --------------    -----------   -----------   ---------------   -----------------   -----------
<S>                   <C>                <C>             <C>          <C>                <C>                  <C>
Class A Notes         690,735,174.87      86.341897%     2.08500%     3,887,752.78       55,116,677.02        0.00


                       FV Outstanding    Bond Factor   Coupon Rate   Coupon Payments   Principal Payment   Charge Offs
                           (AUD)                                          (USD)              (AUD)            (AUD)
                       --------------    -----------   -----------   ---------------   -----------------   -----------
Class B Notes          37,550,000.00     100.000000%     4.72450%       437,436.92                0.00         0.00
Class C Notes           3,235,000.00     100.000000%     4.94450%        39,440.85                0.00         0.00
</TABLE>


                                                               28Feb02
Pool Summary                                                     AUD
------------                                                     ---
Outstanding Balance - Variable Rate Housing Loans         1,074,408,733
Outstanding Balance - Fixed Rate Loans                      258,181,517
Number of Loans                                                  10,352
Weighted Average Current LVR                                     63.77%
Average Loan Size                                               128,728
Weighted Average Seasoning                                    20.3 mths
Weighted Average Term to Maturity                              274 mths


Principal Collections                                            AUD
---------------------                                            ---
Scheduled Principal Payments                               9,102,769.94
Unscheduled Principal Payments                            96,419,257.77
Redraws                                                    6,190,074.20

Principal Collections                                     99,331,953.51

Total Available Principal                                        AUD
-------------------------                                        ---
Principal Collections                                     99,331,953.51
Principal Charge Offs                                              0.00
Pay Back of Principal Draw                                 3,882,797.46
Total Available Principal                                103,214,750.97

Outstanding Principal Draws From
Previous Period                                           (2,416,568.79)

Principal Distributed                                    103,214,750.97
Principal Retained                                                 0.00

Total Available Funds                                            AUD
---------------------                                            ---
Available Income                                          23,197,359.02
Principal Draw                                                     0.00
Liquidity Draw                                                     0.00

Total Available Funds                                     23,197,359.02

Redraw & Liquidity Facilities                                    AUD
-----------------------------                                    ---
Redraw Shortfall                                                   0.00
Redraw Carryover Charge Offs                                       0.00


CPR
---
                                Dec-01        Jan-02        Feb-02
                                -------       ------        ------
                 1 mth CPR       23.06%        21.86%       23.79%


Arrears
-------
                            % of pool
                          (by balance)
                          ------------
31 - 59 days                  0.46%
60 - 89 days                  0.06%
90+ days                      0.06%
Defaults                        1
Losses                         Nil


                                    Exh-99.1


<PAGE>


                                                                    EXHIBIT 13.3

              NOTEHOLDERS REPORT FOR THE JUNE 20, 2002 PAYMENT DATE


                                                                              17
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                            REPORT OF FOREIGN ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Payment Date on June 20, 2002

                           CRUSADE MANAGEMENT LIMITED,
               as manager of the Crusade Global Trust No.2 of 2001
             (Exact name of Registrant as specified in its Charter)

             LEVEL 11, 55 MARKET STREET, SYDNEY, NSW 2000, AUSTRALIA
                    (Address of principal executive offices)

        Indicate by check mark  whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                      Form 20-F  [X]       Form 40-F  []

         Indicate  by check  mark  whether  the  registrant  by  furnishing  the
information contained in this Form is also thereby furnishing the information to
the Commission  pursuant to Rule 12g3-2(b) under the Securities  Exchange Act of
1934.

                             Yes []          No  [X]

         If "Yes" is marked,  indicate  below the file  number  assigned  to the
registrant in connection with Rule 12g3-2(b):  82-_______________________.




<PAGE>


OTHER EVENTS

         On the  Quarterly  Payment  Date  falling on June 20,  2002,  Perpetual
Trustees  Consolidated  Limited,  in its capacity as issuer trustee (the "Issuer
Trustee") made a regular quarterly distribution of principal and interest to the
holders of the Class A Mortgage-Backed Floating Rate Notes (the "Notes").

FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

         See page 4 for Exhibit Index





                                      -2-
<PAGE>



                                   SIGNATURES
         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf,  as Trust
Manager  for the  Crusade  Global  Trust  No.  2 of  2001,  by the  undersigned,
thereunto duly authorized.


                                  CRUSADE MANAGEMENT LIMITED,
                                      as Trust Manager
                                      for the Crusade Global Trust No.2 of 2001,
                                      (Registrant)




Dated: July __, 2002                  By:    /s/  Roger Desmarchelier
                                             ---------------------------------
                                      Name:   Roger Desmarchelier
                                      Title:  Executive Manager





                                      -3-
<PAGE>


EXHIBIT INDEX


EXHIBIT           DESCRIPTION
---------------   --------------------------------------------------------------
99.1              The Noteholders Report for the Quarterly Payment Date
                  on June 20, 2002







                                      -4-

<PAGE>
                                                                   EXHIBIT 99.1

                               NOTEHOLDERS REPORT

                        CRUSADE GLOBAL TRUST NO.2 OF 2001
                        COUPON PERIOD ENDING 20 JUNE 2002

<TABLE>
<CAPTION>

USD NOTES
--------------------------------------------------------------------------------------------------------------------
                         FV OUTSTANDING                                 COUPON PAYMENTS     PRINCIPAL     CHARGE
                              (USD)         BOND FACTOR   COUPON RATE        (USD)       PAYMENTS (USD)  OFFS (AUD)
                         --------------     -----------   -----------   ---------------  --------------  -----------
<S>                     <C>                 <C>            <C>           <C>             <C>                <C>

Class A Notes            623,465,113.23      77.933139%     2.18500%      3,856,988.47    67,270,061.64      0.00
--------------------------------------------------------------------------------------------------------------------

                         FV OUTSTANDING                                 COUPON PAYMENTS     PRINCIPAL     CHARGE
                              (AUD)         BOND FACTOR   COUPON RATE        (AUD)       PAYMENTS (USD)  OFFS (AUD)
                         --------------     -----------   -----------   ---------------  --------------  -----------

Class B Notes             37,550,000.00     100.000000%     4.97500%        470,866.71         0.00          0.00
Class C Notes              3,235,000.00     100.000000%     5.19500%         42,359.89         0.00          0.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>


POOL SUMMARY                                                         31May02
                                                                       AUD
                                                                 ---------------

Outstanding Balance - Variable Rate Housing Loans                 1,002,062,016
Outstanding Balance - Fixed Rate Loans                              206,353,057
Number of Loans                                                           9,664
Weighted Average Current LVR                                             62.86%
Average Loan Size                                                       125,043
Weighted Average Seasoning                                            23.3 mths
Weighted Average Term to Maturity                                      272 mths


PRINCIPAL COLLECTIONS                                                  AUD
                                                                 ---------------
Scheduled Principal Payments                                       9,099,589.52
Unscheduled Principal Payments                                   122,734,412.09
Redraws                                                            8,276,672.19

Principal Collections                                            123,557,329.42


TOTAL AVAILABLE PRINCIPAL                                              AUD
                                                                 ---------------
Principal Collections                                            123,557,329.42
Principal Charge Offs                                                      0.00
Pay Back of Principal Draw                                         2,416,568.79

Total Available Principal                                        125,973,898.21

Outstanding Principal Draws From Previous Period                           0.00

Principal Distributed                                            125,973,898.21
Principal Retained                                                         0.00


TOTAL AVAILABLE FUNDS                                                  AUD
                                                                 ---------------
Available Income                                                  21,524,988.22
Principal Draw                                                             0.00
Liquidity Draw                                                             0.00

Total Available Funds                                             21,524,988.22


REDRAW & LIQUIDITY FACILITIES                                          AUD
                                                                 ---------------
Redraw Shortfall                                                           0.00
Redraw Carryover Charge Offs                                               0.00


CPR
---                                     MAR -02      APR-02      MAY-02
                                        -------      ------      ------
                 1 MTH CPR              28.35%       31.86%      31.08%


ARREARS
-------                    % OF POOL
                          (BY BALANCE)
                          ------------
31 - 59 DAYS                  0.37%
60 - 89 DAYS                  0.15%
90+ DAYS                      0.09%

DEFAULTS                          1

LOSSES                          Nil


                                                                    Page 1 of 1


<PAGE>



                                                                    EXHIBIT 13.4

           NOTEHOLDERS REPORT FOR THE SEPTEMBER 20, 2002 PAYMENT DATE




                                                                              18
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                            REPORT OF FOREIGN ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Payment Date on September 20, 2002


                           CRUSADE MANAGEMENT LIMITED,
                           --------------------------
               as manager of the Crusade Global Trust No.2 of 2001
             (Exact name of Registrant as specified in its Charter)

             LEVEL 11, 55 MARKET STREET, SYDNEY, NSW 2000, AUSTRALIA
            ---------------------------------------------------------
                    (Address of principal executive offices)


         Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                        Form 20-F [X]      Form 40-F []


         Indicate  by check  mark  whether  the  registrant  by  furnishing  the
information contained in this Form is also thereby furnishing the information to
the Commission  pursuant to Rule 12g3-2(b) under the Securities  Exchange Act of
1934.

                            Yes [ ]            No  [X]


         If "Yes" is marked,  indicate  below the file  number  assigned  to the
registrant in connection with Rule 12g3-2(b): 82-_________________.



<PAGE>


OTHER EVENTS

         On the Quarterly Payment Date falling on September 20, 2002,  Perpetual
Trustees  Consolidated  Limited,  in its capacity as issuer trustee (the "Issuer
Trustee") made a regular quarterly distribution of principal and interest to the
holders of the Class A Mortgage-Backed Floating Rate Notes (the "Notes").

FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

         See page 4 for Exhibit Index


<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf,  as Trust
Manager  for the  Crusade  Global  Trust  No.  2 of  2001,  by the  undersigned,
thereunto duly authorized.


                     Crusade Management Limited,
                     as Trust Manager for the Crusade Global Trust No.2 of 2001,
                     ----------------------------------------------------------
                     (Registrant)




Dated: September 24, 2002
                             By:   /s/ Roger Desmarchelier
                                ------------------------------------------------
                             Name:  Roger Desmarchelier
                             Title: Executive Manager






<PAGE>


EXHIBIT INDEX

--------------  ----------------------------------------------------------------
Exhibit         Description
--------------  ----------------------------------------------------------------
99.1            The Noteholders Report for the Quarterly Payment Date on
                September 20, 2002




<PAGE>

                               NOTEHOLDERS REPORT
                        CRUSADE GLOBAL TRUST NO.2 OF 2001
                     COUPON PERIOD ENDING 20 SEPTEMBER 2002
<TABLE>
<CAPTION>

USD NOTES
-----------------------------------------------------------------------------------------------------------------------------------
                      FV OUTSTANDING (USD)     BOND FACTOR   COUPON RATE   COUPON PAYMENTS   PRINCIPAL PAYMENTS (USD)   CHARGE OFFS
                                                                               (USD)                                       (AUD)
                      -------------------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>            <C>           <C>                  <C>                      <C>

CLASS A NOTES             563,649,564.47        70.456196%     2.05500%      3,274,230.95         59,815,548.76            0.00

-----------------------------------------------------------------------------------------------------------------------------------
                      FV OUTSTANDING (USD)     BOND FACTOR   COUPON RATE   COUPON PAYMENTS   PRINCIPAL PAYMENTS (USD)   CHARGE OFFS
                                                                               (AUD)                                       (AUD)
                      -------------------------------------------------------------------------------------------------------------
CLASS B NOTES              37,550,000.00       100.000000%     5.54000%        524,342.03                  0.00            0.00
CLASS C NOTES               3,235,000.00       100.000000%     5.76000%         46,966.88                  0.00            0.00

</TABLE>
                                                                      31Aug02
POOL SUMMARY                                                            AUD
------------                                                    ----------------
Outstanding Balance - Variable Rate Housing Loans                  901,557,112
Outstanding Balance - Fixed Rate Loans                             195,060,249
Number of Loans                                                          8,909
Weighted Average Current LVR                                             62.21%
Average Loan Size                                                      123,091

Weighted Average Seasoning                                           26.24 mths

Weighted Average Term to Maturity                                      269 mths


PRINCIPAL COLLECTIONS                                                   AUD
---------------------                                           ----------------
Scheduled Principal Payments                                      7,332,625.26
Unscheduled Principal Payments                                  112,200,585.18
Redraws                                                           7,519,074.18

Principal Collections                                           112,014,136.26


TOTAL AVAILABLE PRINCIPAL                                              AUD
-------------------------                                       ----------------
Principal Collections                                           112,014,136.26

Principal Charge Offs                                                     0.00

Pay Back of Principal Draw                                                0.00

Total Available Principal                                       112,014,136.26

Outstanding Principal Draws From
Previous Period                                                           0.00

Principal Distributed                                           112,014,136.26
Principal Retained                                                        0.00


TOTAL AVAILABLE FUNDS                                                  AUD
---------------------                                           ----------------
Available Income                                                 21,371,429.46
Principal Draw                                                            0.00
Liquidity Draw                                                            0.00


Total Available Funds                                            21,371,429.46


REDRAW & LIQUIDITY FACILITIES                                          AUD
-----------------------------                                   ----------------
Redraw Shortfall                                                         0.00
Redraw Carryover Charge Offs                                             0.00

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


CPR
---                                     JUN -02        JUL-02          AUG-02
                       ---------------------------------------------------------

                       1 MTH CPR        30.70%         33.13%          27.42%

ARREARS
-------
                            % OF POOL
                          (BY BALANCE)
                          ------------

31 - 59 DAYS                  0.36%
60 - 89 DAYS                  0.12%
90+ DAYS                      0.05%

DEFAULTS                      0.002%

LOSSES                         Nil

<PAGE>



                                                                    EXHIBIT 13.5

                        AGGREGATE TOTALS FOR FISCAL YEAR



                                                                              19
<PAGE>
                                                                    EXHIBIT 13.5
[Crusade Trust
    Logo]
                               NOTEHOLDERS REPORT
                        CRUSADE GLOBAL TRUST NO.2 OF 2001
          AGGREGATE TOTALS FOR FISCAL YEAR 1 OCT, 2001 TO 30 SEPT 2002
<TABLE>
<CAPTION>

NOTES

                         ----------------------------------------------------------------------------------------------
                               FV Outstanding (USD)                Bond Factor as at                 Coupon Rate as at
                               as at Sept 30, 2002                    Sept 30, 2002                      Sept 30, 2002
-----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                  <C>                                   <C>
Class A Notes                    563,649,564.47                         70.456196%                           2.055000%
-----------------------------------------------------------------------------------------------------------------------
                               FV Outstanding (USD)                Bond Factor as at                 Coupon Rate as at
                               as at Sept 30, 2002                    Sept 30, 2002                      Sept 30, 2002
-----------------------------------------------------------------------------------------------------------------------
Class B Notes                     37,550,000.00                        100.000000%                           5.540000%
-----------------------------------------------------------------------------------------------------------------------
Class C Notes                      3,235,000.00                        100.000000%                           5.760000%
-----------------------------------------------------------------------------------------------------------------------


NOTES

                         ----------------------------------------------------------------------------------------------
                           Coupon Payments (USD)            Principal Payments (USD)                  Charge Offs (USD)
-----------------------------------------------------------------------------------------------------------------------
Class A Notes                     18,717,416.64                     236,350,435.53                                0.00
-----------------------------------------------------------------------------------------------------------------------
                           Coupon Payments (USD)            Principal Payments (USD)                  Charge Offs (USD)
-----------------------------------------------------------------------------------------------------------------------
Class B Notes                      1,937,558.19                               0.00                                0.00
-----------------------------------------------------------------------------------------------------------------------
Class C Notes                        174,177.61                               0.00                                0.00
-----------------------------------------------------------------------------------------------------------------------
</TABLE>



PRINCIPAL COLLECTIONS INFORMATION IN AUD AGGREGATED TO THE DATE OF THE LAST
PAYMENT

Scheduled Principal Payments                            34,437,598.32
Unscheduled Principal Payments                         436,380,198.95
Redraws                                                 28,213,985.40

Principal Collections                                  442,603,811.87


TOTAL AVAILABLE PRINCIPAL IN AUD

Principal Collections                                  442,603,811.87
Principal Charge Offs                                            0.00
Principal Draw                                           6,299,365.25
Pay back of Principal Draws                              6,299,366.25
Total Available Principal                              442,603,810.87

Principal Distributed                                  442,603,810.87
Principal Retained                                               0.00


TOTAL AVAILABLE FUNDS IN AUD

Available Income                                        88,080,075.38
Principal Draw                                           6,299,366.25
Liquidity Draw                                                   0.00

Total Available Funds                                   94,379,441.63


REDRAW & LIQUIDITY FACILITIES IN AUD

Redraw Shortfall                                                 0.00
Redraw Carryover Charge Offs                                     0.00



<PAGE>


                                                                    EXHIBIT 99.1

                      CRUSADE MANAGEMENT LIMITED (MANAGER)

                       OFFICER'S CERTIFICATE OF COMPLIANCE

     The undersigned  officer of Crusade Management Limited, a company organized
under the laws of New South Wales, Australia ("CML"), hereby certifies on behalf
of CML and on his own behalf for  purposes of the Crusade  Global Trust No. 2 of
2001 Class A Mortgage Backed Floating Rate Notes (the "Notes"), as follows:

     1.    I am a duly appointed, qualified and acting Officer of CML,

     2.    I  am  duly   authorized  to  execute  and  deliver  this   Officer's
           Certificate on behalf of CML; and

     3.    To the best of my knowledge, the Issuer Trustee has complied with all
           conditions and covenants  under the  Transaction  Documents,  for the
           Crusade  Global  Trust No. 2 of 2001  issue of Notes  for the  period
           between  October 1, 2001 and the end of the Manager's  fiscal year on
           September 30, 2002.

     Capitalized  terms used and not  defined  herein  shall  have the  meanings
assigned  to such terms in the Note Trust Deed  related to the  above-referenced
issue of Notes.

     IN WITNESS WHEREOF, I have signed my name as of March 25, 2003.



                                                       /S/  G. M.  BARTLETT
                                                     ---------------------------
                                                     By:     G. M. Bartlett
                                                     Title:  Director


                                                                              20
<PAGE>


                                                                    EXHIBIT 99.2

                        ST.GEORGE BANK LIMITED (SERVICER)

                       OFFICER'S CERTIFICATE OF COMPLIANCE

         The  undersigned,  a duly authorized  representative  of St.George Bank
Limited,  as  Servicer  ("St.George  Bank" or the  "Servicer"),  pursuant to the
agreement  between  Perpetual  Trustees  Consolidated  Limited,  St.George  Bank
Limited  and  Crusade  Management  Limited,  dated as of  March  25,  2003  (the
"Agreement"), does hereby certify that:

               1.   Capitalized  terms used but not  defined  in this  Officer's
                    Certificate have their respective  meanings set forth in the
                    Agreement,  unless the context requires  otherwise or unless
                    otherwise defined in the Officer's Certificate.

               2.   As of the date  hereof,  St.George  Bank is the  Servicer of
                    Crusade Global Trust No. 2 of 2001.

               3.   This  Officer's  Certificate  is  delivered  pursuant to the
                    Agreement.

               4.   A  review  of the  activities  of the  Servicer  during  the
                    calendar   year  ended   September   30,  2002  and  of  its
                    performance  under the pooling and  servicing  agreement  or
                    similar agreements was made under my supervision.

               5.   Based on such  review,  to my  knowledge,  the  Servicer has
                    fulfilled  its  obligations  under the pooling and servicing
                    agreement  or  similar  agreements  relating  to  the  Trust
                    (including  the Master Trust Deed dated March 14, 1998,  The
                    Crusade Euro Trust Servicing  Agreement dated March 19, 1998
                    and the Supplementary Terms Notice dated September 11, 2001)
                    throughout  such calendar  year and,  except as set forth in
                    paragraph 6 below.

               6.   The  following  is  a  description   of  any  exceptions  to
                    paragraph  5  above:-  No  significant   deficiencies   were
                    detected.

         IN WITNESS WHEREOF,  the undersigned,  a duly authorized officer of the
Servicer,  has duly executed this Officer's  Certificate  this 25 day of March ,
2003.

                                              ST.GEORGE BANK LIMITED.
                                              as Servicer


                                               By:   /S/ G. M. BARTLETT
                                                  ------------------------------
                                               Name:  G. M. Bartlett
                                               Title: Group Executive


<PAGE>



                                                                    EXHIBIT 99.3

INDEPENDENT AUDITOR'S ANNUAL SERVICER COMPLIANCE CERTIFICATE
TO THE DIRECTORS OF CRUSADE MANAGEMENT LIMITED

SCOPE

We have reviewed St.George Bank Limited's (the "Servicer's")  activities for the
purpose of determining its compliance with the servicing  standards contained in
the Master  Trust Deed dated 14 March  1998,  the Crusade  Euro Trust  Servicing
Agreement dated 19 March 1998, and the Supplementary Terms Notice  (collectively
the  "Documents"),  attached as  Appendix  1, in relation to the Crusade  Global
Trust  No.2 of 2001 (the  "Trust")  for the year  ended 30  September  2002,  in
accordance  with the  statement  by the Division of  Corporation  Finance of the
Securities  and Exchange  Commission  dated 21 February 2003, and our engagement
letter dated 25 March 2003.

We have reviewed the servicing standards contained in the Documents to enable us
to report on whether those servicing standards are similar to those contained in
the Uniform Single Attestation  Program for Mortgage Bankers ("USAP"),  attached
as Appendix 2, which  establishes  a minimum  servicing  standard  for the asset
backed securities  market in the United States of America.  No equivalent of the
USAP exists in Australia.

The  management  of the Servicer is  responsible  for  maintaining  an effective
internal control  structure  including  internal control policies and procedures
relating to the servicing of mortgage  loans.  We have  conducted an independent
review of the servicing  standards included in Appendix 1, in order to express a
statement on the Servicer's compliance with them to Crusade Management Limited.

Our review of the  servicing  standards has been  conducted in  accordance  with
Australian  Auditing Standards  applicable to performance audits and accordingly
included  such  tests  and   procedures  as  we  considered   necessary  in  the
circumstances.  In conducting our review we have also had regard to the guidance
contained in the USAP.  These  procedures  have been  undertaken to enable us to
report on whether  anything has come to our attention to indicate that there has
been  significant  deficiencies in the Servicer's  compliance with the servicing
standards contained in the Documents for the year ended 30 September 2002.

Our review did not  include  an  assessment  of the  adequacy  of the  servicing
standards themselves.

This statement has been prepared for the use of Crusade Management Limited as at
30 September 2002 in accordance  with the  requirements  of the statement by the
Division of Corporation  Finance of the Securities and Exchange Commission dated
21 February 2003, and the engagement letter dated 25 March 2003. We disclaim any
assumption of responsibility  for any reliance on this review statement,  to any
person other than Crusade Management Limited.


                                                                              21
<PAGE>



STATEMENT

Based on our review;


| |  nothing  has come to our  attention  to  indicate  that  there has been any
     significant  deficiencies  in St.George Bank Limited's  compliance with the
     servicing standards contained in the Master Trust Deed dated 14 March 1998,
     the Crusade Euro Trust  Servicing  Agreement  dated 19 March 1998,  and the
     Supplementary  Terms  Notice,  attached  as  Appendix  1, in respect of the
     Crusade  Global  Trust  No.2 of 2001 (the  "Trust")  for the year  ended 30
     September 2002;

| |  the servicing  standards  contained in the Master Trust Deed dated 14 March
     1998, the Crusade Euro Trust  Servicing  Agreement dated 19 March 1998, and
     the  Supplementary  Terms  Notice  are  similar  to the  minimum  servicing
     standards  contained in the Uniform Single Attestation Program for Mortgage
     Bankers ("USAP"), except for the following:

     -    Section III of USAP sets  minimum  servicing  standards  in respect of
          Disbursements.   In  respect  of  the  Trust,  this  function  is  the
          responsibility of the Trust Manager.

KPMG

/S/ A. J. YATES

Andrew Yates
Partner
Place:  Sydney, Australia
Date:   March 25, 2003


<PAGE>


                                                                      APPENDIX 1

ST.GEORGE BANK LIMITED (THE "SERVICER") SERVICING STANDARDS

The following  servicing  standards are contained in the Master Trust Deed dated
14 March 1998, the Crusade Euro Trust  Servicing  Agreement dated 19 March 1998,
and the Supplementary Terms Notice.

     1    General Undertakings

          1.   The Servicer must maintain all qualifications,  licenses, filings
               and  registrations as may be required under any applicable law in
               order to properly service the Receivables.

          2.   The  Servicer  must  comply  with  all  Laws in  connection  with
               servicing the Receivables and Receivable  Rights where failure to
               do so would have a material adverse effect.

          3.   The Servicer must comply with the Consumer Credit  Legislation in
               connection with servicing the Receivables and Receivable Rights.

          4.   The Servicer  must  promptly  deliver  Relevant  Documents to the
               Custodian in accordance with the Custodian Agreement.

          5.   If a material  default  occurs the  Servicer  is required to take
               such action in accordance with the Servicer's normal  enforcement
               procedures.

          6.   The Servicer  shall set the interest rate on the  Receivables  in
               accordance  with  the  requirements  of the  Supplementary  Terms
               Notice.

          7.   The  Servicer  must  notify the  Trustee and Manager of any event
               which it reasonably believes is likely to have a material adverse
               effect  promptly  after  becoming  aware of such  event;  and the
               Manager of anything  else which the Manager  reasonably  requires
               regarding  any  modification  to  any  Receivable  or  Receivable
               Security and the Services.

          8.   The Servicer must provide information reasonably requested by the
               Trustee or  Manager.  9. The  Servicer  must  comply with all its
               obligations  under  any  transaction  document  to  which it is a
               party.

          10.  Subject  to being  reimbursed  by the  relevant  Obligor or being
               indemnified by the Trustee, the Servicer shall pay all taxes that
               relate to the Services.

          11.  The  Servicer  shall  not claim any  Security  Interest  over any
               Asset.


<PAGE>


                                                              APPENDIX 1 (CONT.)

     2    VARIATIONS

          1.   The Servicer must not consent to the creation or existence of any
               Security  interest  in favour of a third party in relation to any
               Mortgaged  Property  in  connection  with a  Receivable  and  the
               Receivable  Rights unless the third party  acknowledges  that the
               Receivable and  Receivable  Rights ranks ahead in priority to the
               third party Security  Interest or which would rank before or pari
               passu with the relevant Receivable and Receivable Rights.

          2.   Except as  required  by law the  Servicer  shall not  release  an
               Obligor from any amount owing in respect of a Receivable.

          3.   The Servicer must attend to the stamping and  registration of all
               relevant   documents  for  each  Relevant  Trust   following  any
               amendment,  consolidation  or other  action.  In  relation to any
               Mortgage that is not registered at the relevant closing date, the
               Servicer  shall  ensure  that it is lodged for  registration  not
               later than 120 days after the closing date.

          4.   The  Servicer  must not allow the  interest  rate on a Receivable
               which is a fixed rate loan to be re-fixed at the end of its fixed
               term if it will  result  in a down  grade  or  withdrawal  of any
               Notes.

          5.   The Servicer  must not allow a Receivable to convert from a fixed
               rate  loan  to a  floating  rate  loan,  or vice  versa,  if that
               conversion  would  result in a  downgrade  or  withdrawal  of any
               Notes.

          6.   The Servicer shall ensure that if the use of a mortgaged property
               that  relates to a  Receivable  changes  from owner  occupied  to
               investment, or vice versa, that the relevant Receivable continues
               to satisfy the eligibility criteria.

          7.   The Servicer shall not provide to any Obligor features in respect
               of a  Receivable  which are  additional  to those  applied on the
               closing date unless those  additional  features  would not affect
               any mortgage  insurance  policy  relating to the  Receivables  or
               result in the downgrade or withdrawal of the rating of any Notes.

     3    MORTGAGE COLLECTIONS AND PAYMENTS

          1.   The  Servicer  shall on the  behalf of the  Trustee  collect  the
               mortgage payments. In discharging this duty the Servicer will act
               in accordance with the Procedures  Manual,  exercising the degree
               of  diligence  and care  expected of an  appropriately  qualified
               lender.


<PAGE>



                                                              APPENDIX 1 (CONT.)

          2.   Mortgage payments shall be remitted into the relevant  collection
               account within 5 days of receipt.

          3.   If a collection account is not maintained with the Servicer,  the
               Servicer shall deposit all mortgage  payments into the collection
               account no later than 2 business days following their receipt. If
               the  collection  account is with the Servicer  then  payments are
               required to be paid into the collection account on the remittance
               date for that collection  period if the Servicer has a short term
               rating  of  A-1+  from  S&P  and  interest  on  the   collections
               calculated  from the fifth day forward.  If the Servicer does not
               have a short term  rating of A-1+  collections  must be paid into
               the collections account no later than two business days following
               their receipt.

          4.   The  Servicer  shall pay to the relevant  collection  account all
               funds  required to be paid to the Trustee by wire  transfer or as
               otherwise instructed by the Trustee.

          5.   If the  Servicer  pays  funds  to the  Trustee,  and the  related
               Obligors payment is then dishonoured, the Servicer is entitled to
               have this money returned from the Trustee.

          6.   All  payments  to the Trustee  shall be paid under a  transaction
               document no later than 4pm on the day when due.

          7.   The  Servicer  will not have a right to set off any funds held in
               the Trust account for any amount owed to the Servicer.

     4    DELINQUENCIES

          1.   At 1 day  delinquent,  housing  loans must be  identified  in the
               mortgage service system.

          2.   At 14 days  delinquent,  the housing loan must be  transferred to
               the collection  system.  The collection  system provides detailed
               lists of accounts  that are overdue and the follow up  procedures
               that need to be taken.

          3.   The  Servicer is required  to issue legal  notices and  institute
               recovery   action  by   enforcing   the   mortgage   security  if
               satisfactory arrangements can not be made to rectify a delinquent
               housing loan.

          4.   The  Servicer  shall  report all actions that it takes on overdue
               housing  loans to the  mortgage  insurer in  accordance  with the
               terms of the mortgage insurance policies.


<PAGE>


                                                              APPENDIX 1 (CONT.)

     5    INVESTOR ACCOUNTING AND REPORTING

          1.   The Servicer  shall maintain a database as a master record of all
               mortgage loans in relation to each Trust.

          2.   The  Servicer  shall  update the  Receivables  Register  within 3
               months of the closing date for each Relevant  Trust;  on the last
               business day of each calendar year, (if the holding company has a
               rating of not less than A-1+),  or (if the holding  company  does
               not  have  such a  rating),  on the  last  business  day of  each
               calendar  quarter;  or within 30 days of a written request by the
               Trustee.

          3.   The Servicer shall notify the Manager immediately of each request
               by an Obligor to switch its Receivables to another product.

          4.   Each  Receivable  is to be  electronically  tagged  so  that  all
               related collections for that mortgage can be readily identified.

          5.   On or before each determination date for each Trust, the Servicer
               shall  prepare  and submit to the Manager and Trustee a report on
               collections.

          6.   At the end of the  financial  year the  Servicer  is to produce a
               certificate for the Trustee and the Manager containing a schedule
               of information agreed with the Trustee and the Manager.

     6    INSURANCE POLICIES

          1.   The  Servicer  shall  act in  accordance  with  the  terms of any
               Mortgage Insurance Policy.

          2.   The Servicer  shall not do or omit to do anything  which,  or the
               omission of which, would  prejudicially  affect the rights of the
               Trustee in respect of a mortgage insurance policy.

          3.   The  Servicer  shall  promptly  make a claim  under any  mortgage
               insurance  policy in accordance with the Procedures  Manual,  the
               transaction  documents  and the terms of the  mortgage  insurance
               policy.

          4.   The Servicer shall notify the Manager when any circumstances have
               arisen under which the Servicer intends to make a claim.

          5.   The  Servicer  shall use  reasonable  endeavours  by reference to
               Australian  market  practice to ensure  that a current  policy of
               general  insurance  is  maintained  in respect of each  mortgaged
               Property.


<PAGE>


                                                                      APPENDIX 2

             UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS




                                                                              22
<PAGE>





                     THE UNIFORM SINGLE ATTESTATION PROGRAM


<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE

ACKNOWLEDGEMENTS.............................................................ii

PREFACE.....................................................................iii

INTRODUCTION..................................................................1

MINIMUM SERVICING STANDARDS...................................................4

         I.       CUSTODIAL BANK ACCOUNTS.....................................4

         II.      MORTGAGE PAYMENTS...........................................4

         III.     DISBURSEMENTS...............................................4

         IV.      INVESTOR ACCOUNTING AND REPORTING...........................5

         V.       MORTGAGOR LOAN ACCOUNTING...................................5

         VI.      DELINQUENCIES...............................................5

         VII.     INSURANCE POLICIES..........................................6



EXHIBIT I     EXAMPLE MANAGEMENT ASSERTION

EXHIBIT II    EXAMPLE MANAGEMENT REPRESENTATION LETTER

EXHIBIT III   EXAMPLE CPA REPORT

APPENDIX A   GLOSSARY



                                       i
<PAGE>

                                ACKNOWLEDGEMENTS


         Several  years ago,  members of the  Mortgage  Bankers  Association  of
America's (MBA's) Audit & Internal Controls Subcommittee  undertook a project to
revise MBA's Uniform Single Audit Program for Mortgage  Bankers (USAP).  A "USAP
Working Group" was formed under the  leadership of then - Subcommittee  Chairman
Geoffrey A.  Oliver,  KPMG Peat Marwick LLP, to work with the staff of the AICPA
to produce a cost-effective  document that meets the needs of potential users of
the USAP Report.  The project was delayed  due, is part,  to the issuance of the
AICPA's  Statements on Standards for Attestation  Engagements  subsequent to the
publication of the last USAP in 1983. The USAP now complies with these standards
and had been  renamed  the  Uniform  Single  Attestation  Program  for  Mortgage
Bankers.

         In the years since the first USAP  Working  Group was formed,  numerous
individuals from industry and the accounting  profession have contributed  their
time and  expertise to reviewing and  commenting on various  drafts of the USAP.
Those  individuals have included mortgage company  presidents,  members of MBA's
Audit & Internal  Controls  Subcommittee,  leaders of MBA's Loan  Administrative
Committee,  members of the Affiliation of Mortgage  Banking  Auditors,  auditors
with the "Big Six" and other accounting firms,  representatives of the secondary
market agencies, and the staff of the AICPA. The MBA and the industry owes those
individuals a debt of gratitude.

         As Chairman  of the USAP  Working  Group  since  1992,  I would like to
express my  personal  appreciation  to J. Mark  Hanson,  Fleet  Mortgage  Corp.;
William Glasgow, Jr., CMB, BancBoston Mortgage Corp.; John J. duHadway, Deloitte
& Touche LLP;  Nicholas R.  Bottini,  Cortland L. Brovitz & Co. P.C.;  Robert G.
Arnall,  Arthur  Anderson  LLP;  Robert W. Swegle,  Ernst & Young LLP;  Laura A.
Pepthens,  Coopers & Lybrand  LLP;  Arlene K.  Spencer  and Steven F.  Eckstein,
Source One Mortgage  Services  Corp.;  Peter M. Hill,  North  American  Mortgage
Company,  Lawrence G. Roder, Fleet Mortgage Group, Inc.; Edward D. Hughes,  GMAC
Mortgage  Corporation;  James P. Gross,  J.I. Kislak  Mortgage Corp.;  Robert B.
Kenyon,  First Union Mortgage Corp.; Eugene T. Ichner, Chase Manhattan Bank, and
Paul  Fender,  Kenneth  Leventhal  &  Co.  for  their  thoughtful  comments  and
suggestions.  In addition, I would like to express special thanks to Geoffrey A.
Oliver; Alison B. Utermehlen, Mortgage Bankers Association of America; and James
F. Green,  AICPA,  for the  countless  hours they spent working on all phases of
this latest USAP revision.



                                       DEAN F. FOX, CHAIRMAN, AUDIT & INTERNAL
                                       CONTROLS SUBCOMMITTEE (1992 - 1994) AND
                                       USAP WORKING GROUP (1992-1995),
                                       FINANCIAL MANAGEMENT COMMITTEE,
                                       MORTGAGE BANKERS ASSOCIATION OF AMERICA



                                       ii
<PAGE>

                                     PREFACE


         The Uniform Single Audit Program for Mortgage Bankers was introduced in
1965 by the  Mortgage  Bankers  Association  of America  (MBA) and  subsequently
revised in 1975 and 1983. The program has been revised again to reflect  changes
in the  mortgage  banking  industry and in  servicing  technology,  and has been
renamed the Uniform  Single  Attestation  Program for  Mortgage  Bankers  (USAP)
because it now involves an examination  engagement  performed in accordance with
Statements on Standards for Attestation Engagements (SSAE),  specifically,  SSAE
No. 3, COMPLIANCE ATTESTATION (AICPA,  PROFESSIONAL  STANDARDS,  vo1. 1, AT sec.
500).  The USAP was  rewritten in  cooperation  with the  American  Institute of
Certified Public Accountants (AICPA).

         The  purpose  of  the  revised  approach  is to  provide  investors  in
residential  mortgage  loans with  assurance  relating to  management's  written
assertion  about a SERVICING  ENTITY'S1  compliance  with the minimum  servicing
standards  set  forth  in the  USAP by the  MBA.  These  standards,  which  were
identified by members of MBA's Audit and Internal Controls Subcommittee with the
assistance of  representatives  from the secondary market agencies,  independent
CPAs, and industry  leaders,  establish the compliance  criteria against which a
servicing  entity's  management and the independent  certified public accountant
(CPA) will report.  Each standard represents a specific minimum requirement with
which a servicing entity is expected to be in MATERIAL COMPLIANCE.  The type and
extent  of  procedures  to be  performed  by the CPA to  examine  and  report on
management's  written assertion about a servicing entity's compliance with these
standards is the responsibility of the CPA.

         Potential users of the USAP REPORT include all parties with an interest
in management's assertion about a servicing entity's compliance with the minimum
servicing  standards and,  specifically,  those to whom the mortgage servicer is
obligated,  through  contractual  agreement,  to  furnish a copy of the  Report.
Reporting  under the USAP,  therefore,  is  mandated by the terms of a servicing
entity's agreements  including its investor servicing  agreements and, possibly,
agreements  with  creditors,  regulators  and  potential  acquirers  of mortgage
servicing rights.  However,  because these parties may have different  interests
and  concerns  about a servicing  entity's  operations,  the USAP was written to
address compliance criteria related to residential mortgage loan servicing.

         Because the minimum  servicing  standards in the USAP include many, but
not all, of the servicing requirements generally required by investors,  it does
not  purport  to  address  all  aspects  of an  entity's  servicing  operations.
Management  and CPA  reports  under the USAP,  therefore,  provide no  assurance
regarding a servicing  entity's  compliance  with any standards,  controls,  and
requirements that are not identified to the minimum servicing standards. Certain
investor and governmental requirements may either be more restrictive or involve
more areas of compliance


______
1   Terms defined in the glossary (Appendix A) are in boldface type the first
    time they appear in the Program.


                                      iii
<PAGE>


than the minimum servicing  standards.  However, the USAP standards are intended
to represent commonly required minimum servicing standards that: (1) satisfy the
primary  need of the user to  obtain a  minimum  level of  assurance  concerning
compliance  by a  servicing  entity with those  standards,  and (2) can serve as
criteria  for a management  assertion  that can be examined and reported on by a
CPA on a cost-effective basis.

         The  USAP  Report  differs  from a report  issued  under  Statement  on
Auditing  Standards  (SAS) No. 70, REPORTS ON THE PROCESSING OF  TRANSACTIONS BY
SERVICE ORGANIZATIONS (AICPA,  PROFESSIONAL STANDARDS, vol. 1, AU sec. 324), and
is not a  substitute  for such a report.  SAS No. 70  reports  are  intended  to
provide  CPAs of  investor  organizations  with  information  about a  servicing
entity's control structure policies and procedures that might affect an investor
organization's  financial  statements.  They provide  assurance that a servicing
entity's  description of its control structure policies and procedures is fairly
presented,  that the policies and procedures have been placed in operation as of
a specified date, and that the policies and procedures are suitably  designed to
achieve  specified  control  objectives.  Such  information  enables an investor
organization  CPA to obtain a sufficient  understanding  of the internal control
structure  of the  investor  organization  to plan the  audit.  Some SAS No.  70
reports  include a  description  of tests of the  operating  effectiveness  of a
servicing entity's control structure policies and procedures. When such policies
and procedures are operating  effectively,  the investor organization CPA may be
able to reduce his or her  assessment  of  control  risk for  certain  financial
statement  assertions.  In  contract,  USAP  Reports  are  intended  to  provide
investors  in loans  with  assurance  about  compliance  with  specific  minimum
residential loan servicing standards.


                                       iv
<PAGE>

                                  INTRODUCTION


1.       CONCEPT OF A UNIFORM SINGLE ATTESTATION PROGRAM

         The  concept  of a uniform  single  attestation  program  involves  the
acceptance  by different  users of a single CPA report on  management's  written
assertion  about a servicing  entity's  compliance  with the  minimum  servicing
standards  in the  USAP.  A  single  program  precludes  the  need  for  several
compliance reporting programs to be developed by a number of different users.

2.       MANAGEMENT'S REPRESENTATIONS

         SSAE No. 3 requires that the CPA obtain a written  assertion and letter
of  representation  from  management.  Management's  written  assertion  about a
servicing entity's  compliance with the minimum servicing  standards in the USAP
is the basis for testing and,  therefore,  is integral to the performance of the
engagement  and  the  CPA's  rendering  of an  opinion.  See  Exhibit  I for  an
illustrative  management assertion and Exhibit II for an illustrative management
representation letter.

3.       QUALIFICATIONS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

         To be acceptable, the USAP must be performed by a CPA who complies with
the  applicable  provisions  of the  public  accountancy  law and  rules  of the
jurisdiction  in  which  the CPA is  licensed.  The  CPA  must  meet  applicable
continuing  professional  education  requirements and quality control standards,
must participate in a practice monitoring program comparable to those prescribed
by the AICPA,  and must be  independent  of the servicing  entity as defined and
interpreted under the Code of Professional Ethics of the AICPA.

4.       STANDARDS FOR ACCEPTABILITY

         The USAP must be performed by a CPA in  accordance  with SSAE No. 3. In
accepting the USAP Report,  each user  recognizes that it relates to a servicing
entity's  compliance with the minimum servicing standards in the USAP and not to
compliance  with  specific  servicing   agreements.   See  Exhibit  III  for  an
illustrative CPA report.

5.       REPORT TO USERS

         A  servicing  entity  shall send to each user a copy of the USAP Report
resulting  from the  performance  of the USAP.  The Report shall be submitted to
users within  ninety (90) days of the end of the  servicing  entity's  reporting
period.


                                       1
<PAGE>

         SSAE  No.  3  addresses  circumstances  in  which  noncompliance  by  a
servicing entity would require  modification of the CPA's report (seeP.P. 61 et.
seq.).

6.       REPORTING EXCEPTIONS

         The CPA's report  pursuant to an examination  under SSAE No. 3 includes
an opinion on management's  assertion  regarding a servicing entity's compliance
with the  minimum  servicing  standards  in the  USAP.  Consequently,  unlike an
agreed-upon  procedures  engagement  under  SSAE No. 3,  specific  findings  (or
"exceptions")  are not  reported  under the USAP unless the CPA  concludes  that
management's assertion is not fairly stated in all material respects.

7.       SAMPLING

         In accordance  with SSAE No. 3, the CPA determines the procedures to be
performed  and  evaluates  the  sufficiency  of  the  evidence   obtained  using
professional  judgment.  When exercising such judgment, the CPA may consider the
guidance of SSAE No. 1 (AICPA,  PROFESSIONAL STANDARDS,  vol. 1 AT sec. 100) and
SAS No. 39, AUDIT SAMPLING (AICPA, PROFESSIONAL STANDARDS, vol. 1, AU sec. 350).

8.       TIMING

         Although  it is  intended  that the USAP Report will relate to a period
covering  twelve  months,  there may be  circumstances  in which a  twelve-month
period is not covered. The USAP Report could, for example,  relate to compliance
during an interim period between a servicing  entity's fiscal year-end and a new
USAP  reporting-period end in the year such a change is made. The period covered
by the USAP shall be stated in both management's assertion and the CPA's report.

9.       ROLE OF INTERNAL AUDITOR'S WORK

         The CPA's  examination  of  management's  assertion  under the USAP may
consider  evidence  produced  by the  internal  audit  function  to  the  extent
permitted  by SAS No. 65, THE  AUDITOR'S  CONSIDERATION  OF THE  INTERNAL  AUDIT
FUNCTION IN AN AUDIT OF FINANCIAL  STATEMENTS  (AICPA,  PROFESSIONAL  STANDARDS,
vol. 1 AU sec. 322).

10.      PLANNING CONSIDERATIONS

         SSAE No. 1 (AICPA,  PROFESSIONAL STANDARDS,  vol. 1, AT sec. 100.28-32)
provides  guidance  on  planning  attestation  engagements.  The CPA may wish to
consider the following matters when planning the engagement:

         o        Certain  populations  of  transactions  may be subject to more
                  than one minimum servicing  standard.  Accordingly,  it may be
                  more  efficient to apply related  procedures to the attributes
                  of a common sample of transactions.  For example,  selecting a
                  sample of mortgage  payments subject to the deposit,  posting,
                  allocation,  and  investor  remittance  process  might be more
                  efficient than selecting separate samples for each attribute.


                                       2
<PAGE>


         o        Efficiency  might be gained by performing  some portion of the
                  work at an interim date.  For example,  tests might be applied
                  to applicable  populations  of  transactions  as of an interim
                  test  date  with  additional  testing  through  the end of the
                  period covered by management's assertion.

11.      EFFECTIVE DATE

         The  effective  date  for  application  of the  USAP is for  management
assertions made about entities'  compliance with the minimum servicing standards
for  fiscal  periods  ending  on  or  after  December  15,  1995,  with  earlier
application encouraged.


                                       3
<PAGE>

                           MINIMUM SERVICING STANDARDS


I.       CUSTODIAL BANK ACCOUNTS

         1. Reconciliations  shall  be  prepared  on a  monthly  basis  for  all
            custodial  bank accounts and related bank clearing  accounts.  These
            reconciliation's shall:

            o    be mathematically accurate;

            o    be prepared within forty-five (45) calendar days after
                 the CUTOFF DATE;

            o    be reviewed and approved by someone other than the person
                 who prepared the reconciliation; and

            o    document explanations for reconciling items.  These
                 reconciling items shall be resolved within ninety (90)
                 calendar days of their original identification.


         2. Funds of the servicing entity shall be advanced in cases where there
            is an overdraft in an investor's or a mortgagor's account.

         3. Each  custodial  account shall be maintained at a federally  insured
            depository institution in trust for the applicable investor.

         4. Escrow funds held in trust for a mortgagor  shall be returned to the
            mortgagor within thirty (30) calendar days of payoff of the mortgage
            loan.

II.      MORTGAGE PAYMENTS

         1. Mortgage  payments  shall  be  deposited  into  the  custodial  bank
            accounts and related bank clearing accounts within two business days
            of receipt.

         2. Mortgage  payments  made in  accordance  with the  mortgagor's  loan
            documents shall be posted to the applicable mortgagor records within
            two business days of receipt.

         3. Mortgage  payments  shall  be  allocated  to  principal,   interest,
            insurance,  taxes  or other  escrow  items  in  accordance  with the
            mortgagor's loan documents.

         4. Mortgage  payments  identified as loan payoffs shall be allocated in
            accordance with the mortgagor's loan documents.

III.     DISBURSEMENTS

         1. Disbursements  made via wire  transfer on behalf of a  mortgagor  or
            investor shall be made only by authorized personnel.


                                       4
<PAGE>

         2. Disbursements  made on behalf of a mortgagor  or  investor  shall be
            posted  within two business  days to the  mortgagor's  or investor's
            records maintained by the servicing entity.

         3. Tax and insurance payments shall be made on or before the penalty or
            insurance  policy  expiration  dates,  as indicated on tax bills and
            insurance premium notices, respectively,  provided that such support
            has been  received  by the  servicing  entity at least  thirty  (30)
            calendar days prior to these dates.

         4. Any late payment  penalties paid in conjunction  with the payment of
            any tax bill or  insurance  premium  notice  shall be paid  from the
            servicing  entity's funds and not charged to the  mortgagor,  unless
            the late payment was due to the mortgagor's error or omission.

         5. Amounts  remitted to investors per the servicer's  investor  reports
            shall agree with  cancelled  checks,  or other form of  payment,  or
            custodial bank statements.

         6. Unissued  checks shall be safeguarded so as to prevent  unauthorized
            access.

IV.      INVESTOR ACCOUNTING AND REPORTING

         1. The  servicing  entity's  investor  reports  shall  agree  with,  or
            reconcile to, investors'  records on a monthly basis as to the total
            unpaid  principal  balance  and  number  of  loans  serviced  by the
            servicing entity.

V.       MORTGAGOR LOAN ACCOUNTING

         1. The  servicing  entity's  mortgage loan records shall agree with, or
            reconcile to, the records of  mortgagors  with respect to the unpaid
            principal balance on a monthly basis.

         2. Adjustments  on ARM loans  shall be  computed  based on the  related
            mortgage note and any ARM rider.

         3. Escrow   accounts  shall  be  analyzed,   in  accordance   with  the
            mortgagor's loan documents, on at least an annual basis.

         4. Interest  on  escrow  accounts  shall  be  paid,  or  credited,   to
            mortgagors  in  accordance  with  the  applicable   state  laws.  (A
            compilation  of state laws  relating  to the  payment of interest on
            escrow  accounts  may be  obtained  through  the MBA's FAX ON DEMAND
            service. For more information, contact MBA.)

VI.      DELINQUENCIES

         1. Records  documenting  collection  efforts shall be maintained during
            the  period  a loan is in  default  and  shall be  updated  at least
            monthly.  Such records  shall  describe the entity's  activities  in
            monitoring  delinquent  loans including,  for example,  phone calls,
            letters and mortgage payment  rescheduling  plans in cases where the
            delinquency is deemed temporary (e.g., illness or unemployment).


                                       5
<PAGE>


VII.     INSURANCE POLICIES

         1. A fidelity-bond  and errors and omissions  policy shall be in effect
            on the  servicing  entity  throughout  the  reporting  period in the
            amount  of  coverage   represented  to  investors  in   management's
            assertion.


                                       6
<PAGE>
                                                                       EXHIBIT I

EXAMPLE MANAGEMENT ASSERTION1

                      [LETTERHEAD OF XYZ MORTGAGE COMPANY]

As of and for the [period] ended [date],  XYZ Mortgage  Company has complied2 in
all material  respects  with the minimum  servicing  standards  set forth in the
Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE  BANKERS.  As of and for this same period,  XYZ Mortgage Company had in
effect a fidelity bond and errors and omissions policy in the amount of [specify
amount].


                                                     ---------------------------
                                                     Name and Title(3)


                                                     ---------------------------
                                                     Date

_______
1    As  specified  in  paragraph  11a of SSAE No.  3, if the  CPA's  report  is
     intended for general use (including  "all investors in loans being serviced
     by a  servicing  entity"),  management's  assertion  should  be  both  in a
     representation  letter to the CPA  (Exhibit  II) and in a  separate  report
     (i.e.,  management's  assertion,  Exhibit I) that will  accompany the CPA's
     report. Management's assertion can set forth the specific minimum servicing
     standards  or  make  reference  to  the  document  containing  the  minimum
     servicing standards (that is, the MBA's USAP).

2    Management  should  appropriately  modify  its  assertion  for  matters  of
     material non-compliance and include a description of such non-compliance.

3    The assertion should be signed by members of management who are responsible
     for and  knowledgeable,  directly  or through  others in the  organization,
     about the matters covered by the assertion.  Normally,  the chief executive
     officer,  the chief financial  officer,  and/or the chief servicing officer
     should sign the assertion.

<PAGE>

                                                                      EXHIBIT II

                    EXAMPLE MANAGEMENT REPRESENTATION LETTER

                      [Letterhead of XYZ Mortgage Company]


[ADDRESSED TO CPA]

In connection with your  examination of our assertion that XYZ Mortgage  Company
complied  with  the  minimum   servicing   standards  in  the  Mortgage  Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) as of and for the [period]  ended  [date],  we recognize  that  obtaining
representations from us concerning the information contained in this letter is a
significant  procedure  in  enabling  you to express an opinion on  management's
assertion about compliance with the minimum servicing standards. Accordingly, we
make the following representations,  which are true to the best of our knowledge
and belief in all material respects:

1.       We are responsible for complying with the minimum  servicing  standards
         in the USAP.

2.       We are responsible for  establishing and maintaining an effect internal
         control structure over compliance with the minimum servicing standards.

3.       We have  performed an evaluation of XYZ Mortgage  Company's  compliance
         with the minimum servicing standards.

4.       As of and for the  [PERIOD]  ended  [DATE],  XYZ  Mortgage  Company has
         complied with the minimum servicing  standards.  [THIS ASSERTION SHOULD
         BE MODIFIED AS NECESSARY TO IDENTIFY ANY NONCOMPLIANCE.1

5.       We have  disclosed  to you all  known  noncompliance  with the  minimum
         servicing standards.

6.       We have made available to you all  documentation  related to compliance
         with the minimum servicing standards.

7.       We have made the  following  interpretation  of the  minimum  servicing
         standard  related  to...  [THIS  ASSERTION  SHOULD  STATE  MANAGEMENT'S
         INTERPRETATION  OF  ANY  COMPLIANCE   REQUIREMENTS  THAT  HAVE  VARYING
         INTERPRETATIONS.]

8.       We have disclosed any communications from regulator agencies,  internal
         auditors,  and other practitioners  concerning  possible  noncompliance
         with the minimum servicing standards, including communications received
         between  [specify  the  end of the  period  addressed  in  management's
         assertion and the date of the CPA's report].



_____
1   Any instances of material noncompliance should be explained here or in a
    separate addendum to this letter.

<PAGE>

9.       We have disclosed to you any known noncompliance  occurring  subsequent
         to [specify period covered by management's assertion].



                                                     ---------------------------
                                                     Name and Title(2)


                                                     ---------------------------
                                                     Date


_______
2    As specified in paragraph 9 of SAS No. 19, Client  Representations  (AICPA,
     Professional  Standards,  vol. 1, AU sec. 333), the  representation  letter
     should  be  signed by  members  of  management  whom the CPA  believes  are
     responsible  for and  knowledgeable,  directly  or  through  others  in the
     organization,  about the matters covered by the representations.  Normally,
     the chief executive officer, the chief financial officer,  and/or the chief
     servicing officer should sign the representation letter.
<PAGE>


                                                                     EXHIBIT III

                              EXAMPLE CPA REPORT(1)

                         Independent Accountant's Report

TO XYZ MORTGAGE COMPANY:

We have examined management's  assertion about XYZ Mortgage Company's compliance
with  the  minimum  servicing  standards  identified  in  the  Mortgage  Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) as of and for the  [period]  ended  [date]  included in the  accompanying
management  assertion.  Management  is  responsible  for XYZ Mortgage  Company's
compliance with those minimum  servicing  standards.  Our  responsibility  is to
express an opinion on management's assertion about the entity's compliance based
on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about XYZ Mortgage  Company's  compliance
with the minimum servicing  standards and performing such other procedures as we
considered  necessary  in the  circumstances.  We believe  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination  on XYZ  Mortgage  Company's  compliance  with the  minimum
servicing standards.

In our opinion,  management's  assertion that XYZ Mortgage Company complied with
the aforementioned  minimum servicing standards as of and for the [period] ended
[date] is fairly stated, in all material respects.




______
1    Paragraphs 61 et seq. of SSAE No. 3 address circumstances in which the CPA
     should modify the standard report.

<PAGE>


                                                                      APPENDIX A

                                    GLOSSARY

CUTOFF DATE

         The date as of which a bank account is reconciled  every month. It may,
         or may not,  coincide  with a prescribed  investor  reporting  date but
         shall be consistent from period to period.

MATERIAL COMPLIANCE

         Paragraphs 35 and 36 of SSAE No. 3 provide  guidance on the factors the
         CPA should take into  account when making  judgments  about an entity's
         compliance with the minimum servicing standards in the USAP.

SERVICING ENTITY

         An entity  that is engaged in  servicing  residential  mortgage  loans.
         Residential  mortgage loan servicing  involves  performing certain loan
         administration  functions,   including  collecting  mortgage  payments,
         disbursing  principal and interest  payments to investors,  maintaining
         tax and insurance  escrow accounts,  and managing  delinquent loans and
         foreclosed properties. The entity performs these functions for a fee on
         behalf  of  investors  in loans,  pursuant  to its  investor  servicing
         agreements.

USAP REPORT

         The report that shall be furnished to investors upon  completion of the
         USAP engagement and is comprised of management's assertion (see Exhibit
         I) and the CPA's report (see Exhibit III).



<PAGE>


                                                                    EXHIBIT 99.4

                        CUSTODIAL SERVICERS AUDIT REPORT


                                      Our ref  20-F Sept 2002 No.2 of 2001 edgar
                                               version 25 Mar 2003.doc

                                      Contact  Kim McManus 9335-8639

Mr. Roger Desmarchelier
Executive Manager Securitisation
Crusade Management Limited
55 Market Street
Sydney NSW 2000


25 March 2003



Dear Roger


AGREED UPON PROCEDURES - CRUSADE GLOBAL TRUST NO. 2 OF 2001

St.  George  Custodial  Pty Ltd required an audit to be performed in  accordance
with the Crusade  Global  Trust No. 2 of 2001  Custodian  Agreement  (`Custodian
Agreement').

Our  engagement  was  undertaken in  accordance  with the basic  principles  and
general guidance set out in Australian Auditing Standard AUS 904 "Engagements to
Perform Agreed-upon Procedures".

PROCEDURES

In  accordance  with the  requirements  set out in  Schedule 1 of the  Custodian
Agreement, an audit of the custodial role with respect to the Relevant Documents
for Crusade Global Trust No. 2 of 2001 was performed.  The following  procedures
were undertaken to perform the audit:

a)   Through management  inquiry and observation,  ensured adequate controls and
     procedures are in place to:

     i)   segregate  relevant documents from other mortgage title documents held
          by the Custodian; and

     ii)  safeguard the relevant  documents from being removed or tampered with,
          except with appropriate authorisation.

b)   Through  discussions  with  management  ensured  there  is  an  appropriate
     security packet tracking system to identify:

     i)   the relevant  documents as separate and distinct  from other  mortgage
          title documents held by the custodian; and
<PAGE>

     ii)  identify the location of the relevant documents at any time.

(c)  A random sample of 10 security packets was selected. For each security pack
     in the sample we cited the following relevant documents:

     i)   Mortgage Deed;

     ii)  Certificate of Title; and

     iii) Loan  application  signed by the borrower,  or loan contract signed by
          the borrower for loans originated on or after November 1996.

(d)  For each security  pack in the sample we traced the pack's  actual  storage
     location to the location information contained on the system.

FINDINGS

No exceptions were noted for the procedures performed above.

STATEMENT

Based on the results of the  procedures  performed in accordance  with steps (a)
through (d), we grade the custodial  performance of St. George Custodial Pty Ltd
as "Good."

DISCLAIMER

The  foregoing  procedures  do  not  constitute  an  audit  in  accordance  with
Australian  Auditing  Standards or a review made in accordance  with  Australian
Auditing Standard AUS 902 "Review of Financial Reports."

This letter is solely for the  information  of the addressee in connection  with
the role of St. George  Custodial Pty Ltd as custodian for Crusade  Global Trust
No. 2 of 2001. It is not to be used,  circulated,  quoted or otherwise  referred
to, in whole or in part for any other purpose without our written consent.

Yours sincerely

/S/  JOHN TEER

John Teer
Partner


<PAGE>


                                                                    EXHIBIT 99.5

                      KPMG CONSENT TO PUBLISH AUDIT REPORT

                                      Our ref  20-F Sept 2002 No.2 of 2001 edgar
                                               version 25 Mar 2003.doc



The Directors
St George Bank Limited
Level 4
4-16 Montgomery Street
Kogarah NSW 2217

17 March 2003



Dear Sirs


CRUSADE GLOBAL TRUSTS

This consent is given by KPMG concerning the submission of the 20F report to the
SEC for the year ended 30 September 2002 in respect of Crusade Global Trust No.1
of 1999,  Crusade  Global Trust No.1 of 2001,  and Crusade  Global Trust No.2 of
2001.

KPMG  consents to its agreed upon  procedures  letters,  dated 18 April 2002, in
respect of the Crusade  Global Trust No.1 of 1999,  Crusade Global Trust No.1 of
2001 and  Crusade  Global  Trust No.2 of 2001,  for the year ended 30  September
2002, being included in the submission of the 20F report.

YOURS FAITHFULLY

/S/ A. J. YATES

Andrew Yates
Partner
                                                                              23
<PAGE>

                                                                    EXHIBIT 99.6

    FINANCIAL REPORT OF THE TRUST FOR THE PERIOD ENDING SEPTEMBER 30, 2002.




                        CRUSADE GLOBAL TRUST NO.2 OF 2001
                                FINANCIAL REPORT
                      FOR THE YEAR ENDED 30 SEPTEMBER 2002
                               ABN 17 101 375 294


                                                                              24
<PAGE>

CRUSADE GLOBAL TRUST NO.2 OF 2001
MANAGER'S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2002


The Manager has prepared the  Financial  Report at the  direction of the Trustee
who is responsible for the Financial Report.


PRINCIPAL ACTIVITIES

THE TRUST IS A SPECIAL  PURPOSE  VEHICLE THAT HOLDS A PORTFOLIO OF LOANS SECURED
BY MORTGAGE AND HAS ISSUED  MORTGAGE  BACKED  BONDS.  THE TRUST HAS ALSO ENTERED
INTO INTEREST RATE SWAP AGREEMENTS TO MANAGE ITS EXPOSURE TO INTEREST RATE RISK.

REVIEW OF OPERATIONS

The  distributions  paid/payable  to the  beneficiary  of the Trust for the year
ended 30 September 2002 were $9,676,770 (2001: $349,153).

STATE OF AFFAIRS

In the opinion of the Manager there were no significant  changes on the state of
affairs of the Trust during the financial year.

FOR AND BEHALF OF THE MANAGER

/S/ G. M. BARTLETT
Director

Crusade Management Limited

November 25, 2002


<PAGE>


CRUSADE GLOBAL TRUST NO.2 OF 2001
STATEMENT OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 SEPTEMBER 2002
<TABLE>
<CAPTION>


                                                              ---------------- -----------------
                                                                   2002          5 SEPTEMBER
                                                      NOTE                        2001 TO 30
                                                                                SEPTEMBER 2001

                                                                      $               $
                                                              ---------------- -----------------
<S>                                                     <C>        <C>                <C>
Revenue from ordinary activities
    Interest income                                     2          84,471,369         4,846,739
    Fees                                                2           1,925,865            77,037
    Other income                                                      554,109                 -

                                                              ---------------- -----------------
                                                                   86,951,343         4,923,776
Expenses from ordinary activities
    Interest expense                                    2          69,361,533         4,013,308
    Custodian fees                                      10            206,200            15,812
    Servicing fees                                      10          5,498,665           421,645
    Manager fees                                        10          1,207,494            94,870
    Trustee fees                                        10            402,071            28,988
    Other expenses                                                    598,610                 -

                                                              ---------------- -----------------
                                                                   77,274,573         4,574,623

                                                              ---------------- -----------------
RESULT FROM ORDINARY ACTIVITIES (EXCESS INCOME)                     9,676,770           349,153
                                                              ================ =================
</TABLE>






THE STATEMENT OF FINANCIAL  PERFORMANCE  SHOULD BE READ IN CONJUNCTION  WITH THE
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS ON PAGES 6 TO 12.


<PAGE>


CRUSADE GLOBAL TRUST NO.2 OF 2001
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2002

                                           ---------------- -----------------
                                                2002              2001
                                 NOTE             $                $
                                           ---------------- -----------------
ASSETS

    Cash and liquid assets        3             37,462,397        33,481,016
    Receivables                   4              3,145,485       129,181,899
    Investments                   5          1,068,125,346     1,514,536,841

                                           ---------------- -----------------
TOTAL ASSETS                                 1,108,733,228     1,677,199,756
                                           ---------------- -----------------

LIABILITIES

    Accounts payable              6             30,972,198        12,708,637
    Mortgage backed bonds                    1,077,761,020     1,664,491,109

                                           ---------------- -----------------
TOTAL LIABILITIES                            1,108,733,218     1,677,199,746

                                           ---------------- -----------------
NET ASSETS                                              10                10
                                           ================ =================

UNITHOLDER'S FUNDS

    Unit on issue                 7                     10                10

                                           ---------------- -----------------
TOTAL UNITHOLDER'S FUNDS                                10                10
                                           ================ =================




THE  STATEMENT  OF FINANCIAL  POSITION  SHOULD BE READ IN  CONJUNCTION  WITH THE
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS ON PAGES 6 TO 12.


<PAGE>


CRUSADE GLOBAL TRUST NO.2 OF 2001
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002
<TABLE>
<CAPTION>

                                                                            ------------------ ------------------
                                                                                  2002         5 SEPTEMBER 2001
                                                                  NOTE                          TO 30 SEPTEMBER
                                                                                                     2001
                                                                                   $                   $
                                                                            ------------------ ------------------
<S>                                                              <C>             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

    Interest received                                                              85,152,453          1,150,525
    Fees received                                                                   1,925,865             77,038
    Interest paid                                                                (71,613,018)                  -
    Expenses paid                                                                 (7,570,644)                  -
    Distributions paid                                                            (2,899,427)                  -

                                                                            ------------------ ------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                         (b)               4,995,229          1,227,563
                                                                            ------------------ ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of Loans                                                                       -    (1,542,522,862)
    Proceeds from Loan Repayments                                                 445,857,386         27,986,021

                                                                            ------------------ ------------------
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES                               445,857,386    (1,514,536,841)
                                                                            ------------------ ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from loan from St.George Bank Limited                                          -          7,784,860
    Repayments of loan from St.George Bank Limited                                (4,267,422)                  -
    Proceeds from Issue of Unit                                                             -                 10
    Proceeds from issue of Mortgage backed bonds                                            -      1,539,005,424
    Repayments of Mortgage backed bonds                                         (442,603,812)                  -

                                                                            ------------------ ------------------
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES                             (446,871,234)      1,546,790,294
                                                                            ------------------ ------------------

                                                                            ------------------ ------------------
NET INCREASE IN CASH HELD                                                           3,981,381         33,481,016
                                                                            ------------------ ------------------

CASH AT THE BEGINNING OF THE YEAR                                                  33,481,016                  -

                                                                            ------------------ ------------------
CASH AT THE END OF THE YEAR                                       (a)              37,462,397         33,481,016
                                                                            ================== ==================
</TABLE>




THE STATEMENT OF CASH FLOWS SHOULD BE READ IN CONJUNCTION  WITH THE ACCOMPANYING
NOTES TO THE  STATEMENT  OF CASH FLOWS ON PAGE 5 AND THE NOTES TO THE  FINANCIAL
STATEMENTS ON PAGES 6 TO 12.


<PAGE>


CRUSADE GLOBAL TRUST NO.2 OF 2001
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002
<TABLE>
<CAPTION>

                                                                    ------------------ ----------------------
                                                                          2002          5 SEPTEMBER 2001 TO
                                                                                         30 SEPTEMBER 2001
                                                                           $                    $
                                                                    ------------------ ----------------------
<S>                                                                        <C>                    <C>
(a)   RECONCILIATION OF CASH

      Cash as at the end of the year as shown in the  Statement of Cash Flows is
      reconciled to the related items in the Statement of Financial  Position as
      follows:

      Cash and liquid assets                                               37,462,397             33,481,016

                                                                    ------------------ ----------------------
      TOTAL CASH                                                           37,462,397             33,481,016
                                                                    ================== ======================

(b)   RECONCILIATION  UNDISTRIBUTED INCOME TO NET CASH
      PROVIDED BY OPERATING ACTIVITIES

      Undistributed income                                                          -                      -

      Increase in:

        Accounts payable                                                    4,444,500              4,923,777
        (Increase)/decrease in:
           Interest Receivables                                               681,084             (3,696,214)
           GST Receivable                                                    (130,355)                     -

                                                                    ------------------ ----------------------
      Net cash provided by operating activities                             4,995,229              1,227,563
                                                                    ================== ======================
</TABLE>



<PAGE>

CRUSADE GLOBAL TRUST NO.2 OF 2001
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002


1.    STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of this financial
report are:

a)    BASIS OF PREPARATION

The  financial  report  is a  general  purpose  financial  report  that has been
prepared in accordance with Accounting Standards,  Urgent Issues Group Consensus
Views, other authoritative pronouncements of the Australian Accounting Standards
Board so far as they  relate to the  Crusade  Global  Trust No. 2 of 2001  ("the
Trust") and the provisions of the Trust Deed.

The financial  report has been prepared on the basis of historical cost and does
not take into account changing money values or current valuations of non current
assets, except where stated.

b)    TAXATION

The Beneficiary holds the sole beneficial interest in the Trust and is presently
entitled  to the  distributable  income of the  Trust,  which is  taxable in its
hands.

Accordingly,  no provision for income tax has been made in the Trust's financial
statements.

c)    REVENUE RECOGNITION

Interest and fee income is recognised as it accrues.

d)    CASH AND LIQUID ASSETS

INCLUDED IN CASH AND LIQUID  ASSETS ARE BANK BILLS.  THE BANK BILLS ARE SHOWN AT
COST PLUS AMORTISED DISCOUNT.

e)    RECEIVABLES

Receivables  are carried at nominal  amounts  less any  provision  for  doubtful
debts. Interest due on loans and deposits at bank are settled within 30 days.

f)    INVESTMENTS

Investments  are  purchased  with the  intention of being held to maturity.  The
investments are recorded at the recoverable amount represented by the gross loan
balance adjusted by any specific provision for doubtful debts.

g)    MORTGAGE BACKED BONDS

Mortgage  backed bonds are  represented  in the financial  report at the balance
outstanding.  Principal repayments are made quarterly, the Mortgage backed bonds
mature on 20 June 2032.

h)    CASH FLOWS

For the purpose of the preparation of the Statement of Cash Flows, cash includes
cash on hand and at bank, bank deposits at call,  current  accounts with related
entities and is presented net of outstanding bank overdrafts.


<PAGE>

CRUSADE GLOBAL TRUST NO.2 OF 2001
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002


1.    STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

i)    COMPARATIVE DATA

THE TRUST WAS CONSTITUTED ON 5 SEPTEMBER 2001, CONSEQUENTLY ANY COMPARATIVE DATA
RELATES TO THE PERIOD 5 SEPTEMBER 2001 TO 30 SEPTEMBER 2001.

j)    PREMIUM/DISCOUNT

Premiums and  discounts on loans  secured by mortgage are taken to the Statement
of  Financial  Performance  in the  period  in  which  the loan  discharges  and
recognised as profit or loss on discharges.

<TABLE>
<CAPTION>

                                                                                  -------------- ---------------
                                                                                      2002         5 SEPTEMBER
                                                                                                     2001 TO
                                                                                                   30 SEPTEMBER
                                                                                                       2001
                                                                                        $               $
                                                                                  -------------- ---------------
<S>                                                                                  <C>              <C>
2.    RESULT FROM ORDINARY ACTIVITIES BEFORE INCOME TAX

Result from ordinary activities before income tax includes the following items:

REVENUE

Interest income

   - other party                                                                     84,471,369       4,846,739
Fee income                                                                            1,925,865          77,037
                                                                                  ============== ===============

EXPENSE

Interest expense

   - related party                                                                    2,050,276         308,498
   - other party                                                                     67,311,257       3,704,810
                                                                                  ============== ===============

                                                                                  -------------- ---------------
                                                                                      2002            2001
                                                                                        $              $
                                                                                  -------------- ---------------
3.    CASH AND LIQUID ASSETS

Cash at bank                                                                          1,383,027       5,101,581
Bank Bills                                                                           27,778,080               -
Collection A/C  - ANZ Bank                                                            8,301,290      28,379,435
                                                                                  -------------- ---------------
                                                                                     37,462,397      33,481,016
                                                                                  ============== ===============

MATURITY ANALYSIS

At Call                                                                               9,684,317      33,481,016
Less than 3 months                                                                   27,778,080               -
                                                                                  -------------- ---------------
                                                                                     37,462,397      33,481,016
                                                                                  ============== ===============


<PAGE>

CRUSADE GLOBAL TRUST NO.2 OF 2001
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002

                                                                                     ----------------- ----------------
                                                                                           2002             2001
                                                                                            $                 $
                                                                                     ----------------- ----------------
4.    RECEIVABLES

Accrued Interest:

   - Bank deposits                                                                            364,996           38,994
   - Loans secured by mortgage                                                              2,650,134        3,657,220
Currency swap receivable                                                                            -      125,485,685
GST receivable                                                                                130,355                -

                                                                                     ----------------- ----------------
                                                                                            3,145,485      129,181,899
                                                                                     ================= ================

5.    INVESTMENTS

Loans secured by mortgage                                                               1,065,162,017    1,511,019,403
Premium on loans secured by mortgage                                                        2,963,329        3,517,438

                                                                                     ----------------- ----------------
                                                                                        1,068,125,346    1,514,536,841

                                                                                     ================= ================

MATURITY ANALYSIS

within 1 year                                                                              48,935,392      183,663,939
between 1 and 5 years                                                                     141,378,471      486,934,080
greater than 5 years                                                                      877,811,483      843,938,822

                                                                                     ----------------- ----------------
                                                                                        1,068,125,346    1,514,536,841
                                                                                     ================= ================

6.    ACCOUNTS PAYABLE

Accrued expenses                                                                              479,958          561,316
Distributions payable                                                                       7,126,496          349,153
Interest payable - Mortgage backed bonds                                                      698,784        2,970,980
                          - Swaps                                                           1,063,039        1,042,328
Amount payable - St.George Bank Limited                                                     2,963,329        7,784,860
Currency swap payable                                                                      18,640,592                -

                                                                                     ----------------- ----------------
                                                                                           30,972,198       12,708,637
                                                                                     ================= ================

7.    TRUST UNITS

In accordance with clauses 3.1(b) and 3.2(a)(ii) of the Trust Deed, one unit was
issued by the Trustee to the Manager in exchange for $10 to

create the Trust.                                                                                  10               10
                                                                                     ================= ================

8.    UNDISTRIBUTED INCOME

Undistributed income at the beginning of the financial year                                         -                -

Plus: Result from ordinary activities (excess income)                                       9,676,770          349,153

Less: Distributions paid during the year                                                    2,899,427                -
      Increase in Distributions payable                                                     6,777,343          349,153
                                                                                     ----------------- ----------------
                                                                                            9,676,770          349,153
                                                                                     ----------------- ----------------
Undistributed income at the end of the financial year                                               -                -
                                                                                     ================= ================
</TABLE>


<PAGE>

CRUSADE GLOBAL TRUST NO.2 OF 2001
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002



9.    SUPPORT FACILITIES

In accordance  with Clause 8 of the  Information  Memorandum,  the Trust had the
following support facilities during the year.

a)    MORTGAGE INSURANCE POLICY

The  Trustee  has been  insured  against  losses  in  respect  of the  Purchased
Mortgages  with  St.George  Insurance  Pte Ltd, PMI Mortgage  Insurance  Ltd, GE
Mortgage Insurance Pty Ltd and the Commonwealth of Australia.

b)    LIQUIDITY RESERVE

No liquidity  account is required to be maintained  under the terms of the Trust
Deed.

c)    REDRAW FACILITY

The Trustee maintains a Redraw Facility with St.George Bank Limited.  The Redraw
Limit is equal to 2% of the  aggregate  amount of Mortgage  backed  bonds and is
adjusted on each anniversary of the redraw facility.

d)    BASIS SWAP AND STANDBY BASIS SWAP

The Trustee  maintains a Basis Swap with St.George Bank Limited for the purposes
of  hedging  the basis  risk  between  variable  rates on the Loans  Secured  by
Mortgages and the floating rate  obligations of the Mortgage  backed bonds.  The
Trustee  also  maintains a Standby  Basis Swap with Credit  Suisse  First Boston
International. The terms of the Basis Swap allow for netting of swap payments.

e)    FOREIGN CURRENCY SWAP

The  Trustee  entered  into a  Currency  Swap with the  Currency  Swap  Provider
Deutsche Bank AG London, to hedge its foreign currency exposure.


<PAGE>

CRUSADE GLOBAL TRUST NO.2 OF 2001
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002



10.   RELATED PARTY INFORMATION

a)    RELATED ENTITIES

The Manager is Crusade Management Limited, a company incorporated in Australia.
The Trustee is Perpetual Trustees Consolidated Limited.
The Custodian is St.George Custodial Services Pty Limited.

b)    TRANSACTIONS WITH RELATED ENTITIES

The following  tables  outline  related party  transactions  during the relevant
period.
<TABLE>
<CAPTION>

                 ST.GEORGE   ST.GEORGE     CRUSADE       CRUSADE      PERPETUAL     PERPETUAL    ST.GEORGE   ST.GEORGE
                   BANK     BANK LIMITED  MANAGEMENT   MANAGEMENT      TRUSTEES     TRUSTEES     CUSTODIAL   CUSTODIAL
                  LIMITED                    LTD           LTD       CONSOLIDATED CONSOLIDATED  PTY LIMITED PTY LIMITED
                                                                         LTD           LTD
                ----------- ------------ ------------ ------------- ------------- ------------- ----------- -----------
                   2002         2001         2002         2001          2002          2001         2002        2001

--------------- ----------- ------------ ------------ ------------- ------------- ------------- ----------- -----------
<S>             <C>          <C>          <C>          <C>           <C>           <C>          <C>         <C>
 Manager fee(1)          -            -    1,207,494        94,870             -             -           -           -
 Trustee fee(2)          -            -            -             -       402,071        28,988           -           -
 Servicing       5,498,665      421,645            -             -             -             -           -           -
 fee(3)

 Custodian               -            -            -             -             -             -     206,200      15,812
 fee(4)

 Basis Swap      2,050,276      308,498            -             -             -             -           -           -
 interest(5)

 Redraw             24,972            -            -             -             -             -           -           -
 facility fee(6)
</TABLE>


10. RELATED PARTY INFORMATION (CONTINUED)

1    Calculated on the aggregate  outstanding  principal of the Loans Secured by
     Mortgages on the first day of each quarterly  collection period at the rate
     of 0.09%pa payable quarterly in arrears.

2    Calculated on the aggregate  outstanding  principal of the Loans Secured by
     Mortgages on the first day of each quarterly  collection period at the rate
     of 0.0275 %pa payable quarterly in arrears.

3    Calculated on the aggregate  outstanding  principal of the Loans Secured by
     Mortgages on the first day of each quarterly  collection period at the rate
     of 0.40%pa payable quarterly in arrears.

4    Calculated on the aggregate  outstanding  principal of the Loans Secured by
     Mortgages on the first day of each quarterly  collection period at the rate
     of 0.015%pa payable quarterly in arrears.

5    In accordance  with the Trust Deed, the Trust has entered into a basis swap
     support facility with St.George Bank Limited. The amount represents the net
     amount paid/payable.

6    The Trust has  maintained a Redraw  Facility  with  St.George  Bank Limited
     (refer Note 9).

7    The Trust  received part  forgiveness  for the loan owing to St.George Bank
     Limited - 2002: $554,109 (2001: $13,945).


<PAGE>

CRUSADE GLOBAL TRUST NO.2 OF 2001
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002



11.      ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE

(a)      INTEREST RATE RISK

The Trust's  exposure to interest rate risk and the effective  interest rates of
the financial assets and financial liabilities, both recognised and unrecognised
at the balance date, are as follows:
<TABLE>
<CAPTION>

AS AT 30 SEPTEMBER 2002
------------------------------- -------------- -------------------------------- ------------- --------------- --------------
                                  FLOATING      FIXED INTEREST RATE MATURING        NON                         WEIGHTED
                                INTEREST RATE                IN:                  INTEREST        TOTAL       AVERAGE RATE
                                                                                  BEARING
                                               --------------------------------
                                                 More Than         Less Than
                                                   1 YEAR           1 YEAR
                                      $              $                $              $              $               %
------------------------------- -------------- --------------- ---------------- ------------- --------------- --------------
<S>                               <C>              <C>             <C>             <C>         <C>           <C>
FINANCIAL ASSETS
   Cash & liquid assets             8,301,290      27,778,080                -     1,383,027      37,462,397           4.66
   Receivables                              -               -                -     3,145,485       3,145,485              -
   Investments                    876,916,358      48,720,174      139,525,485             -   1,065,162,017           6.50
   Premium                                  -               -                -     2,963,329       2,963,329              -
------------------------------- -------------- --------------- ---------------- ------------- --------------- --------------
Total                             885,217,648      76,498,254      139,525,485     7,491,841   1,108,733,228
------------------------------- -------------- --------------- ---------------- ------------- --------------- --------------
FINANCIAL LIABILITIES
   Accounts payable                         -               -                -    30,972,198      30,972,198              -
   Mortgage backed bonds                    -   1,077,761,020                -             -   1,077,761,020           2.12
------------------------------- -------------- --------------- ---------------- ------------- --------------- --------------
Total                                       -   1,077,761,020                -    30,972,198   1,108,733,218
------------------------------- -------------- --------------- ---------------- ------------- --------------- --------------
INTEREST RATE SWAP              (885,695,961)   1,026,618,362    (140,922,401)
============================================================================================================================


AS AT 30 SEPTEMBER 2001

------------------------------- -------------- -------------------------------- ------------- --------------- --------------
                                  FLOATING      FIXED INTEREST RATE MATURING        NON
                                INTEREST RATE                IN:                  INTEREST                      WEIGHTED
                                                                                  BEARING         TOTAL       AVERAGE RATE
                                               --------------------------------
                                                 More Than         Less Than
                                                   1 YEAR           1 YEAR
                                      $               $               $              $              $               %
------------------------------- -------------- ---------------- --------------- ------------- --------------- --------------
FINANCIAL ASSETS
   Cash & liquid assets            28,379,435                                      5,101,581      33,481,016           3.98
   Receivables                              -                                    129,181,899     129,181,899              -
   Investments                  1,175,747,279      144,396,543     190,875,581             -   1,511,019,403           6.29
   Premium                                  -                -               -     3,517,438       3,517,438              -
------------------------------- -------------- ---------------- --------------- ------------- --------------- --------------
Total                           1,204,126,714      144,396,543     190,875,581   137,800,918   1,677,199,756
------------------------------- -------------- ---------------- --------------- ------------- --------------- --------------
FINANCIAL LIABILITIES
   Accounts payable                         -                -               -    12,708,637      12,708,637              -
   Mortgage backed bonds                    -    1,664,491,109               -             -   1,664,491,109           3.57
------------------------------- -------------- ---------------- --------------- ------------- --------------- --------------
Total                                       -    1,664,491,109               -    12,708,637   1,677,199,746
------------------------------- -------------- ---------------- --------------- ------------- --------------- --------------
INTEREST RATE SWAP              (1,192,005,411)  1,385,520,403   (193,514,992)
============================================================================================================================
</TABLE>



<PAGE>

CRUSADE GLOBAL TRUST NO.2 OF 2001
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2002


11.    ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)

(b)    NET FAIR VALUES

All carrying amounts for financial assets and liabilities approximate their fair
value.

(c)    CREDIT RISK EXPOSURES

The Trust's maximum  exposure to credit risk at balance date in relation to each
class of recognised  financial  asset is the carrying  amount of those assets as
indicated in the  Statement of  Financial  Position.  The servicer of the Trust,
St.George  Bank  Limited,  manages  the credit  risk on loans  through  embedded
controls within its lending division.

A  potential  loss to the Trust may  occur as a result of  non-performance  by a
counterparty. The Trust's exposure to counter party risk is therefore limited to
the positive value attached to the derivative arising from favourable  movements
in the underlying reference rates.

As the Trust's  primary  reason for holding  derivatives  is for  interest  rate
hedging purposes, the derivatives have been dealt with financial institutions of
investment  grade quality.  The Trust's credit policy and procedures  constantly
monitor exposures to counter party risks.

(d)    DERIVATIVE FINANCIAL INSTRUMENTS

A  derivative  is a financial  instrument,  which  provides  the holder with the
ability to  participate  in some or all of the price  changes  of an  underlying
financial asset, reference rate or index. The Trust uses a derivative instrument
termed a `Swap'.  These are held to hedge  future  interest  expense  due on the
Mortgage backed bonds.

An interest rate swap is an agreement  between two parties to exchange  interest
obligations  periodically based on an underlying  notional  principal.  Interest
payments and receipts on the principal are exchanges periodically throughout the
term of the swap.

12.    SEGMENT REPORTING

The Trust  operates  within the  treasury  and  capital  markets  segment of the
Financial  Services  Industry.  The Trust's operations and customers are located
primarily within Australia. The Trust operates in accordance with the Trust Deed
for the  purposes of deriving a margin on  interest  income on loans  secured by
mortgage and interest expense on Mortgage backed bonds.


<PAGE>
CRUSADE GLOBAL TRUST NO.2 OF 2001
MANAGER'S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2002


In the opinion of the Manager:

(i)    the Statement of Financial  Performance  is drawn up so as to give a true
       and  fair  view of the  result  of the  Trust  for the  period  ended  30
       September 2002;

(ii)   the Statement of Financial  Position is drawn up so as to give a true and
       fair view of the state of affairs of the Trust as at 30 September 2002;

(iii)  the  Statement  of Cash  Flows  is drawn up so as to give a true and fair
       view of the cash  flows of the Trust for the  period  ended 30  September
       2002; and

(iv)   at the date of this  statement,  there are reasonable  grounds to believe
       the Trust will be able to pay it debts as and when they fall due.

It is also the opinion of the Manager that the accompanying financial statements
are  drawn up in  accordance  with  Australian  Accounting  Standards  and other
mandatory professional reporting requirements.

Signed:  /S/  G. M. BARTLETT


Crusade Management Limited

Sydney

Date:
November 25, 2003


<PAGE>


SCOPE

We have audited the financial  statements  of Crusade  Global Trust No.2 of 2001
for the year ended 30 September  2002,  consisting of the statement of financial
performance,  statement of  financial  position,  statement  of cash flows,  the
manager's  statement  and the  accompanying  notes set out on pages 2 to 13. The
manager has prepared the  financial  statements  at the direction of the trustee
who  is  responsible  for  the  financial  statements.   We  have  conducted  an
independent  audit of these financial  statements in order to express an opinion
on them to the unitholders.

Our audit has been conducted in accordance with Australian Auditing Standards to
provide  reasonable  assurance  whether  the  financial  statements  are free of
material misstatement.  Our procedures included examination, on a test basis, of
evidence   supporting  the  amounts  and  other  disclosures  in  the  financial
statements, and the evaluation of accounting policies and significant accounting
estimates.  These procedures have been undertaken to form an opinion whether, in
all  material  respects,  the  financial  statements  are  presented  fairly  in
accordance with Accounting Standards and other mandatory  professional reporting
requirements,  statutory  requirements and requirements of the Trust Deed, so as
to present a view which is  consistent  with our  understanding  of the  Trust's
financial position, results of its operations and its cash flows.

The audit opinion expressed in this report has been formed on the above basis.

AUDIT OPINION

In our opinion,  the financial  statements of Crusade  Global Trust No.2 of 2001
for the year ended 30 September 2002 are properly drawn up:

(a)  so as to give a true and fair view of the  Trust's  state of  affairs at 30
     September  2002 and its results and cash flows for the period ended on that
     date;

(b)  in accordance  with  applicable  Accounting  Standards and other  mandatory
     professional reporting requirements; and

(c)  in accordance with the provisions of the Trust Deed.

KPMG

/S/ A .J. YATES

A. J  Yates
Partner
45 Clarence Street,
Sydney, NSW 2000
November 25, 2002