<PAGE>


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                          CONSOLIDATED PUMA TRUST DEED

               CONSOLIDATED VERSION OF THE AMENDED PUMA TRUST DEED
               DATED 8 JUNE 1993, AS AMENDED BY THE SECOND DEED OF
                   VARIATION OF TRUST DATED 24 NOVEMBER 1994,
                  BY THE THIRD DEED OF VARIATION OF TRUST DATED
                     14 FEBRUARY 1995, BY THE FOURTH DEED OF
                 VARIATION DATED 26 MAY 1995, BY THE FIFTH DEED
                    OF VARIATION DATED 3 OCTOBER 1995, BY THE
               SIXTH DEED OF VARIATION OF TRUST DATED 2 MAY 1996,
            BY THE SEVENTH DEED OF VARIATION DATED 19 SEPTEMBER 1996,
          BY THE EIGHTH DEED OF VARIATION DATED 29 JANUARY 1997, BY THE
               NINTH DEED OF VARIATION DATED 24 MARCH 1997 BY THE
             TENTH DEED OF VARIATION DATED 25 AUGUST 2000 AND BY THE
                 ELEVENTH DEED OF VARIATION DATED 20 JULY 2001.
                    TWELFTH DEED OF VARIATION DATED [ ] 2001

     SECOND DEED OF VARIATION             DOES NOT AFFECT:
                                          MAC FUND ONE
                                          PUMA SUB-FUND NO. 1, NO. 2 AND NO. 3

     FOURTH DEED OF VARIATION             DOES NOT AFFECT:
                                          MAC FUND ONE
                                          PUMA SUB-FUND NO. 1, NO. 2 AND NO. 3
                                          PUMA SUB-FUND P-1 AND P-2

     FIFTH DEED OF VARIATION              DOES NOT AFFECT:
                                          PUMA SUB-FUND NO. 1, NO. 2 AND NO. 3
                                          PUMA SUB-FUND P-1, P-2 AND P-3

     SIXTH DEED OF VARIATION              DOES NOT AFFECT:
                                          PUMA SUB-FUND NO. 1, NO. 2 AND NO. 3
                                          PUMA SUB-FUND P-1, P-2, P-3 AND P-4

    SEVENTH DEED OF VARIATION             DOES NOT AFFECT:
                                          PUMA SUB-FUND NO. 1, NO. 2 AND NO. 3
                                          PUMA SUB-FUND P-1, P-2, P-3, P-4 AND
                                          MASTERFUND P-5

     EIGHTH DEED OF VARIATION             DOES NOT AFFECT:
                                          PUMA SUB-FUND NO. 1, NO. 2 AND NO.3
                                          PUMA SUB-FUND P-1, P-2, P-3, P-4 AND
                                          MASTERFUND P-5

     NINTH DEED OF VARIATION              DOES NOT AFFECT:
                                          PUMA SUB-FUND NO. 1, NO. 2 AND NO. 3
                                          PUMA SUB-FUND P-1, P-2, P-3, P-4 AND
                                          MASTERFUNDS P-5 AND P-6

     TENTH DEED OF VARIATION              AFFECTS ALL SUB-FUNDS AND MAC FUND ONE

     ELEVENTH DEED OF VARIATION           AFFECTS ALL SUB-FUNDS AND MAC FUND ONE

     TWELFTH DEED OF VARIATION            DOES NOT AFFECT (EXCEPT TO A LIMITED
                                          EXTENT):PUMA SUB-FUND P-1, P-2, P-3,
                                          P-4 AND MASTERFUNDS P-5, P-6, P-7,
                                          E-1, E-2 AND E-3



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                     LAWYERS
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                               www.claytonutz.com
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                OUR REF - 174/3323/1537356 CONTACT - TESSA HOSER
            SYDNEY O MELBOURNE O BRISBANE O PERTH O CANBERRA O DARWIN
 Liability limited by the Solicitors' Limitation of Liability Scheme approved
                under the Professional Standards Act 1994 (NSW)

<PAGE>

WHEREAS

     The Trustee is desirous of establishing by this Deed trust funds to be
known collectively by the names referred to in clause 2.2 hereof pursuant to
which the Trustee will (inter alia) issue Notes to Noteholders backed, directly
or indirectly, primarily by Loans secured by Approved Mortgages.

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1.          DEFINITIONS AND INTERPRETATION

1.1         DEFINITIONS

            In this Deed, the Recital and the Schedules, unless a contrary
            intention appears or the context otherwise requires, the following
            terms shall have the meanings respectively ascribed to them:

            "ACCOUNT" in relation to a Warehouse Fund or a Sub-Fund means the
            relevant account(s) opened with a Bank in accordance with clause 12
            in relation to that Warehouse Fund or that Sub-Fund (as the case may
            be).

            "ACKNOWLEDGEMENT" means a Noteholder Acknowledgement or a Unitholder
            Acknowledgement.

            "ACQUIRING FUND" in relation to any Tranche of Approved Mortgages
            means the Fund specified as such in relation to that Tranche of
            Approved Mortgages in a Transfer Proposal.

            "ADJUSTMENT ADVANCE" in relation to a Tranche of Approved Mortgages
            and a Transfer Date means an amount, as determined by the Manager
            and specified in the corresponding Transfer Proposal, not exceeding
            an amount equal to the accrued and unpaid interest in respect of the
            Tranche of Approved Mortgages less any accrued and unpaid costs and
            expenses in respect of the Tranche of Approved Mortgages during the
            period up to (but not including) that Transfer Date.

            "APPLICATION FOR NOTES" means an application for Notes in the form
            of the Tenth Schedule or in such other form as may from time to
            time be agreed between the Trustee and the Manager.

            "APPROVED MORTGAGE" means a registered first mortgage over Land,
            situated in any State, granted or transferred (whether legally or
            equitably) to the Trustee (and which may be subject to any prior
            statutory charges and any prior charges of a body corporate, service
            company or equivalent, whether registered or otherwise, which, in
            the opinion of the Manager, do not prevent the mortgage from being
            considered a first ranking mortgage in accordance with standard
            lending practice in the relevant State at the time that the mortgage
            is granted or transferred to the Trustee) and securing the repayment
            of a Loan and the payment of interest and all other moneys in
            respect of a Loan, and includes, where the context permits, the Loan
            itself.

            "APPROVED SOLICITOR" means a solicitor, conveyancer or Licensed Land
            Broker or firm of any of them approved by the Trustee for the
            purposes of the Funds having, unless otherwise agreed by each
            Current Rating Authority for each Sub-Fund:

            (a)     not less than three principals; and

            (b)     professional indemnity or similar insurance for an amount of
                    not less than four million dollars.

            "APPROVED VALUER" means a valuer who, in relation to Land in any
            State which requires valuers of Land to be registered or otherwise
            qualified, is so registered or qualified and who is approved by the
            Trustee and each Mortgage Insurer for the purposes of the Fund.

            "ASSOCIATE" in relation to a person means a person that is taken to
            be an associate of the


                                                                               1
<PAGE>

            firstmentioned person by virtue of Division 2 of Part 1.2 of the
            Corporations Act 2001.

            "AUDITOR" in relation to a Warehouse Fund or a Sub-Fund, means the
            auditor of that Warehouse Fund or Sub-Fund appointed from time to
            time pursuant to clause 13.

            "AUSTRACLEAR" means Austraclear Limited, ABN 94 002 060 773.

            "AUSTRACLEAR SYSTEM" means the system operated by Austraclear for
            holding securities and recording and settling transactions in those
            securities between members of that system.

            "AUTHORISED INVESTMENTS" in relation to a Fund means investments
            which at their date of acquisition are of the type specified in the
            Second Schedule in relation to that Fund PROVIDED THAT in the case
            only of a Warehouse Fund the foregoing investments may from time to
            time be varied or supplemented as provided in any Warehouse
            Investment Deed relating to that Warehouse Fund or as otherwise
            specified in writing to the Trustee and the Manager by the
            Warehousing Investor relating to that Warehouse Fund.

            "AUTHORISED SIGNATORY":

            (a)     in relation to the Trustee, means a director, secretary or
                    any person whose title contains the word or words "manager"
                    or "chief executive officer" or a person performing the
                    functions of any of them; and

            (b)     in relation to any other corporation, means any person from
                    time to time certified in writing by two directors of the
                    corporation to be an authorised signatory of the
                    corporation, whose signature appears on such certificate and
                    which such signature is certified thereon by such directors
                    to be that person's signature.

            "BANK" means a body corporate that is an ADI (authorised
            deposit-taking institution) for the purposes of the Banking Act
            1959.

            "BANKING DAY" means a day, other than a Saturday, Sunday or public
            holiday in New South Wales, on which Banks are open for business in
            Sydney.

            "CASH" means coins and notes that are the legal tender for the time
            being of the Commonwealth of Australia.

            "CCC LIABILITY" means any loss, cost, damage or expense (including
            legal costs and disbursements on a full indemnity basis or a
            solicitor and own client basis, whichever is higher) arising out of
            or in connection with any civil claims or civil proceedings or
            threatened civil claims or civil proceedings concerning or relating
            to the Consumer Credit Code (including, without limitation, in
            respect of any civil penalty, order or judgment made under Part 6 or
            any other Part of the Consumer Credit Code) arising at any time on
            or after 1 November 1996. This includes:

            (a)     the amount of any civil penalty order made against the
                    Trustee under Part 6 of the Consumer Credit Code together
                    with any other money ordered to be paid by the Trustee and
                    legal costs or other costs and expenses payable or incurred
                    by the Trustee which relate to the order; and

            (b)     the amount equal to any payment made by the Trustee to a
                    debtor or any other person in settlement of an application
                    for an order under Part 6 of the Consumer Credit Code,
                    together with any legal costs or other costs or expenses
                    payable or incurred by the Trustee which relate to the
                    application.

            "CHARGE RELEASE DATE" in relation to a Sub-Fund has the same meaning
            as in the Security Trust Deed (if any) relating to that Sub-Fund.


                                                                               2
<PAGE>


            "CLEARSTREAM BANKING S.A." means Clearstream Banking, societe
            anonyme, Luxembourg.

            "COLLATERAL SECURITIES" means any collateral securities, guarantees,
            indemnities or other securities or support granted in respect of a
            Loan or an Approved Mortgage and held by the Trustee as trustee of a
            Fund.

            "COMBINED ACCOUNT" has the meaning given to that term in clause
            12.6.

            "CONSUMER CREDIT CODE" means the Consumer Credit (New South Wales)
            Code and the equivalent legislation in each other state and
            territory of Australia.

            "CURRENT RATING AUTHORITY" means:

            (a)     in relation to Notes and a Sub-Fund, each Rating Authority
                    that at the request of the Manager has rated, or is proposed
                    by the Manager to be requested to rate, the Notes issued by
                    the Trustee as trustee of that Sub-Fund; and

            (b)     in relation to any Specified Investor Securities specified
                    in the Sub-Fund Notice for a Sub-Fund or the special terms
                    in respect of Notes in relation to a Sub-Fund, each Rating
                    Authority specified in that Sub-Fund Notice or those special
                    terms as being a "Current Rating Authority" for those
                    Specified Investor Securities,

            and each such Sub-Fund is taken to be a Sub-Fund to which a Current
            Rating Authority is applicable.

            "DEED" means this Trust Deed (including all Schedules), as altered,
            added or modified from time to time in accordance herewith.

            "DISTRIBUTION AGREEMENT" means any deed, agreement or arrangement
            relating to the issue, subscription, sale or similar of or for Notes
            including, without limiting the generality of the foregoing, any
            underwriting agreement, dealer agreement, issue and purchase
            agreement, subscription agreement or paying agent agreement.

            "DTC" means The Depository Trust Company of 55 Water Street, New
            York, NY 10041, U.S.A.

            "EUROCLEAR SYSTEM" means Euroclear Clearance System Public Limited
            Company.

            "EVENT OF DEFAULT" in relation to a Sub-Fund has the same meaning as
            under the Security Trust Deed for that Sub-Fund.

            "EXTRAORDINARY RESOLUTION" in relation to the Noteholders of a
            Sub-Fund means:

            (a)     a resolution passed at a meeting of the Noteholders of that
                    Sub-Fund duly convened and held in accordance with the
                    provisions contained in the First Schedule by a majority
                    consisting of not less than three quarters of the votes cast
                    thereat; or

            (b)     a resolution in writing pursuant to clause 15 of the First
                    Schedule signed by all the Noteholders of the Sub-Fund.

            "FACE VALUE" means:

            (a)     in relation to an Authorised Investment, the face value or
                    the principal amount payable in respect of the Authorised
                    Investment;

            (b)     in relation to an Approved Mortgage, the principal amount of
                    the Loan secured by that Approved Mortgage; and

            (c)     in relation to any Notes, the principal amount of the Notes
                    or (as the case requires)


                                                                               3
<PAGE>


                    the aggregate of all such amounts in relation to Notes on
                    issue in respect of a Sub-Fund.

            "FEES AND EXPENSES" in relation to a Sub-Fund or a Warehouse Fund
            (as the case may be) means fees and expenses payable by or
            recoupable from the relevant Sub-Fund or Warehouse Fund (as the case
            may be) in accordance with clause 17.

            "FINANCIAL YEAR" means, subject to clause 9.3(i), each period of
            twelve months ending on 30 September in each calendar year PROVIDED
            THAT the "FINANCIAL YEAR" under the Original PUMA Trust Deed that
            would otherwise have ended on 30 June 1993 shall be extended to 30
            September 1993 AND PROVIDED FURTHER THAT the last Financial Year
            shall commence on the day immediately after the last day of the full
            Financial Year immediately preceding the Vesting Date and end on the
            Vesting Date.

            "FIRST WAREHOUSE FUND" means the Warehouse Fund constituted pursuant
            to the Original PUMA Trust Deed and known as the "First Warehouse
            Fund".

            "FITCH" means Fitch Inc. or Fitch Australia Pty Ltd, ABN 93 081 339
            184, and includes their respective successors and assigns.

            "FUND" and "FUNDS" means, as the context requires, each or all of
            the separate trusts constituted by this Deed, being the First
            Warehouse Fund, each subsequent Warehouse Fund and each Sub-Fund.

            "GOVERNMENTAL AGENCY" means the Federal Government of the
            Commonwealth of Australia, the Government of any State or Territory
            of the Commonwealth of Australia, the Government of any other
            country or political subdivision thereof and any minister,
            department, office, commission, instrumentality, agency, board,
            authority or organ of any of the foregoing or any delegate or person
            deriving authority from any of the foregoing.

            "GUARANTEED INVESTMENT CONTRACT" means:

            (a)     generally, a guaranteed investment contract and includes,
                    without limiting the generality of the foregoing, an
                    agreement whereby the Trustee receives a promise from the
                    relevant counterparty to pay a specified amount or return to
                    the Trustee in its capacity as trustee of the Sub-Fund or
                    Warehouse Fund (as the case may be) in exchange for the
                    transfer by the Trustee of Approved Mortgages or the benefit
                    thereof; and

            (b)     in relation to a Sub-Fund to which a Current Rating
                    Authority is applicable, a guaranteed investment contract
                    within the meaning of paragraph (a) of this definition,
                    entered into or held by the Trustee as trustee of that
                    Sub-Fund with a counterparty having a Prescribed Rating at
                    the time of entering into the same or at the time the
                    benefit of the same comes to be held by the Trustee as
                    trustee of the Sub-Fund,

            and includes, subject to paragraph (b) above, any agreement which is
            specified by the Trustee and the Manager to be a Guaranteed
            Investment Contract.

            "HEDGE ARRANGEMENT" means any futures contract, options agreement,
            hedge, swap or other arrangement made by the Trustee (whether alone
            or with the Manager or any other person) entered into in accordance
            with clause 10.5 and, only in the case of a Sub-Fund to which a
            Current Rating Authority is applicable, with a counterparty having a
            Prescribed Rating at the time of entering into the same or at the
            time the benefit of the same comes to be held by the Trustee as
            trustee of the Sub-Fund and includes, subject to foregoing, any
            agreement which is specified by the Trustee and the Manager to be a
            Hedge Arrangement in relation to the Fund.

            "INCEPTION DATE" in relation to a Sub-Fund means the date of its
            creation pursuant to


                                                                               4
<PAGE>

            clause 6A.

            "ISSUE DATE" in relation to a Sub-Fund or Notes of that Sub-Fund
            means each date upon which the Trustee issues such Notes as trustee
            of that Sub-Fund.

            "ISSUING DOCUMENT" in relation to a Sub-Fund and Notes means each
            document pursuant to which Notes are issued, or are to be issued, as
            applicable, by the Trustee as trustee of that Sub-Fund and includes,
            where applicable, the Notes themselves and any document which is
            specified by the Trustee and the Manager to be an Issuing Document
            in relation to the Sub-Fund.

            "LAND" means:

            (a)     any estate or interest whether at law or in equity in
                    freehold or leasehold land, including all improvements on
                    such land; and

            (b)     any parcel and any lot, common property and land comprising
                    a parcel within the meaning of the Strata Titles Act, 1973
                    (New South Wales) or the Community Land Development Act,
                    1989 (New South Wales) or any equivalent legislation in any
                    other State.

            "LICENSED LAND BROKER" means in the case of Western Australian Land,
            a "settlement agent" within the meaning of the Settlement Agents
            Act, 1981 (Western Australia).

            "LOAN" means a loan (including any repaid then redrawn amount)
            secured by an Approved Mortgage and complying with the criteria set
            out in the Third Schedule.

            "MANAGEMENT DEED" means a Management Deed dated 26 July 1990 between
            the Trustee and Macquarie Securitisation Limited (then called
            Schroders Australia Mortgage Securities Limited), as amended from
            time to time.

            "MANAGER" means Macquarie Securitisation Limited or, in the event of
            the retirement or removal of Macquarie Securitisation Limited, such
            substitute person as is appointed in its place by the Trustee in
            accordance with the Management Deed.

            "MARKED TRANSFER AND ACCEPTANCE" means a Note Transfer and
            Acceptance marked by the Trustee in accordance with clause 8.11.

            "MOODY'S" means Moody's Investors Service, Inc, or Moody's Investors
            Service Pty Ltd, ABN 61 003 399 657, and includes their respective
            successors and assigns.

            "MORTGAGE INSURANCE POLICY" means each Pool Insurance Policy and
            each Primary Mortgage Insurance Policy.

            "MORTGAGE INSURER" means each corporation which:

            (a)     is approved from time to time by the Trustee and the
                    Manager; and

            (b)     has issued a Mortgage Insurance Policy to the Trustee.

            "MORTGAGOR" means the mortgagor under an Approved Mortgage.

            "NET ACCOUNTING INCOME" in relation to a Fund for a Financial Year
            means the amount calculated under clause 14.6(a) for the Fund for
            the Financial Year.

            "NET TAX INCOME" in relation to a Fund for a Financial Year means
            the net income of the Fund for the Financial Year determined in
            accordance with section 95(1) of the Income Tax Assessment Act 1936
            (Cth).


                                                                               5
<PAGE>

            "NOMINATED SUB-FUNDS" means each of the Sub-Funds already in
            existence as at 1 November 1996.

            "NOTE" in relation to a Sub-Fund means:

            (a)     a debt security issued or to be issued (as the context
                    requires) by the Trustee as trustee of that Sub-Fund as
                    contemplated by clause 7 or an Issuing Document;

            (b)     in relation to the holding of any Noteholder, that portion
                    of Notes (as defined in paragraph (a)) on issue in relation
                    to a Sub-Fund to which the Noteholder has an entitlement as
                    shown in the Register or determined in accordance with an
                    Issuing Document; and

            (c)     all Notes (as defined in paragraph (a)) on issue from time
                    to time in relation to that Sub-Fund.

            "NOTE TRANSFER AND ACCEPTANCE" means a transfer and acceptance in
            respect of Notes in the form of the Fifth Schedule or in such other
            form as the Trustee shall approve.

            "NOTED SECURITY HOLDER" means, in respect of any Registered Notes,
            the person (if any) whose name is or is to be (as the context
            requires) specified as such in the relevant Register in relation to
            such Notes.

            "NOTEHOLDER" in relation to:

            (a)     a Registered Note, means the person shown in the Register as
                    the holder of that Note; and

            (b)     a Note issued pursuant to an Issuing Document, means the
                    holder of that Note as determined in accordance with that
                    Issuing Document.

            "NOTEHOLDER ACKNOWLEDGEMENT" means the acknowledgement of a
            Noteholder Entitlement in the form set out in the Fourth Schedule
            or in such other form as may from time to time be agreed between the
            Trustee and the Manager.

            "NOTEHOLDER ENTITLEMENT" means in respect of Notes of a Sub-Fund
            held by a Noteholder, the entitlement of the Noteholder, determined
            in accordance with this Deed, the corresponding Sub-Fund Notice, the
            special terms (if any) of the Notes, the Issuing Documents (if any)
            in relation to the Notes and the corresponding Security Trust Deed
            (if any), to the repayment by the Trustee as trustee of the Sub-Fund
            of the Face Value of those Notes and the payment of interest on
            those Notes on the due date for such repayment or payment.

            "ORIGINAL PUMA TRUST DEED" means the Deed of Trust dated 13 July
            1990 between the party named in the First Schedule thereto and the
            Trustee.

            "ORIGINATION AGREEMENT" in relation to a Fund means any deed,
            agreement or arrangement relating to the appointment of Originators
            and/or their rights, duties and obligations and includes anything
            specified to be an Origination Agreement in relation to the Fund by
            the Trustee and the Manager.

            "ORIGINATOR" means a person approved by each Mortgage Insurer and
            appointed by the Manager in relation to the exercise of the
            Manager's and the Trustee's rights and powers and the performance of
            their duties and obligations or otherwise in respect of the
            administration of the Funds, Loans and Approved Mortgages (and
            includes any such person whether or not one of their functions is to
            originate Approved Mortgages).

            "PERPETUITY PERIOD" means the period commencing on the date of the
            Original PUMA Trust Deed and ending on the date being the earlier
            of:



                                                                               6
<PAGE>

            (a)  31 December 2069; and

            (b)  twenty years from the date of death of the last survivor of the
                 descendants of His Late Majesty King George V, living at the
                 date of this Deed.

            "POOL INSURANCE POLICY" means any pool insurance policy from time to
            time taken out in favour of the Trustee.

            "PRESCRIBED RATING" means in relation to a counterparty to a Support
            Facility in respect of a Sub-Fund, the credit rating (if any)
            specified or approved by each Current Rating Authority as the
            minimum credit rating for a counterparty for that Sub-Fund to that
            particular Support Facility or Support Facilities of that class (or
            if no minimum credit rating is specified or approved by any Current
            Rating Authority for a counterparty to such Support Facility for
            that Sub-Fund, any counterparty is deemed to have a "Prescribed
            Rating").

            "PRIMARY CCC INDEMNITY" in relation to a Fund has the meaning given
            to it in the Management Deed unless otherwise specified in the
            corresponding Sub-Fund Notice or Warehousing Investment Deed.

            "PRIMARY MORTGAGE INSURANCE POLICY" means a policy of insurance
            (other than a Pool Insurance Policy) under which, inter alia, an
            insurer insures an Approved Mortgage against loss by the Trustee
            for, inter alia, a fixed sum or a percentage (up to and including
            100%) of the principal amount of the Loan secured thereby.

            "RATING AUTHORITY" means Moody's, S & P, Fitch or any other
            recognised rating agency designated in writing by the Manager to the
            Trustee.

            "REGISTER" means the one or more registers containing the
            information referred to in clause 15 maintained by the Trustee (or,
            if a delegation is made pursuant to clause 9.4, Austraclear or such
            other Relevant Clearing System) in relation to this Deed.

            "REGISTERED ADDRESS" means the address of a Noteholder, a Noted
            Security Holder or a Unitholder, as the case may be, as set out in
            the Register.

            "REGISTERED NOTES" has the meaning given to it in clause 7.5.

            "RELATED BODY CORPORATE" has the meaning ascribed to that expression
            in section 9 of the Corporations Act 2001.

            "RELEVANT CLEARING SYSTEM" means the Austraclear System, the
            Euroclear System, Clearstream Banking S.A., DTC or any other
            clearance or depository systems or recognised exchanges and any
            successor of or depository or nominee of, any of the foregoing as
            agreed between the Manager and Trustee in accordance with clause 9.4
            of this Deed.

            "S & P" means Standard and Poor's Ratings Services, a division of
            The McGraw-Hill Companies, Inc. or Standard and Poor's (Australia)
            Pty. Limited, ABN 62 007 324 852, and includes their respective
            successors and assigns.

            "SALE AGREEMENT" in relation to a Fund means any agreement or deed
            under which the Trustee as trustee of the Fund acquires or may
            acquire a legal or equitable interest in Approved Mortgages, Loans,
            Collateral Securities and/or related assets and rights from any
            person and includes, without limiting the generality of the
            foregoing, any written offer for the sale of the foregoing that can
            be accepted by conduct or otherwise and any master agreement or deed
            setting out the terms that would apply to any sale of the foregoing
            if that person offered these for sale to the Trustee as trustee of a
            Fund and such offer was accepted by the Trustee and includes
            anything specified to be a Sale Agreement in relation to the Fund by
            the Trustee and the Manager.



                                                                               7
<PAGE>


            "SECURITY ENHANCEMENTS" means any Mortgage Insurance Policy, any
            certification, representation, warranty or indemnity provided by any
            person (including but not limited to any certification provided by
            the Manager or a Warehousing Investor under or pursuant to this
            Deed, including certification made pursuant to a Transfer Proposal
            or a Warehousing Investor's Transfer Certificate) and/or such other
            security, support, rights and/or benefits made available to the
            Trustee in support of or substitution for an Authorised Investment
            or income or benefit arising thereon as permitted by this Deed and
            includes any agreement, instrument or right which is specified by
            the Trustee and the Manager to be a Security Enhancement.

            "SECURITY INTEREST" includes any mortgage, pledge, lien, charge,
            encumbrance, hypothecation, title retention, preferential right or
            trust arrangement.

            "SECURITY TRUST DEED" in relation to a Fund means a document or
            combination of documents between the Trustee, the Manager and the
            Security Trustee under which the Trustee as trustee of the Fund
            grants a charge over some or all of the assets of the Fund in favour
            of the Security Trustee.

            "SECURITY TRUSTEE" means Perpetual Trustee Company Limited in its
            capacity as security trustee under each Security Trust Deed and any
            successor trustee appointed under that Security Trust Deed.

            "SELLING FUND" means:

            (a)     in relation to a Transfer Proposal, each Warehouse Fund or
                    Sub-Fund specified as such in that Transfer Proposal; and

            (b)     in relation to a Tranche of Approved Mortgages, the
                    Warehouse Fund or Sub-Fund specified in a Transfer Proposal
                    to be the "Selling Fund" in relation to that Tranche of
                    Approved Mortgages.

            "SPECIFIED INVESTOR SECURITIES" means, in relation to any Notes of a
            Sub- Fund, the securities (if any) specified as such in the Sub-Fund
            Notice in relation to that Sub-Fund or the special terms (if any)
            for those Notes.

            "STAND-BY ARRANGEMENT" means an agreement made by the Trustee as
            trustee of a Sub-Fund (whether alone or with the Manager or any
            other person) with a counterparty:

            (a)     in the case of a Sub-Fund to which a Current Rating
                    Authority is applicable, having a Prescribed Rating at the
                    time of entering into the agreement; and

            (b)     where the counterparty agrees to provide funds to the
                    Trustee as trustee of the Sub-Fund to an agreed limit or
                    extent to cover a short-fall of funds available in the
                    Sub-Fund,

            and includes, subject to paragraph (a) above, any agreement which is
            specified by the Trustee and the Manager to be a Stand-by
            Arrangement in relation to the Fund.

            "STATE" means, other than in the Second Schedule, a State or
            Territory of the Commonwealth of Australia.

            "SUB-FUND" means each individual trust fund from time to time
            created pursuant to clause 6A.1.

            "SUB-FUND NOTICE" in relation to a Sub-Fund means a notice with
            respect to that Sub-Fund issued by the Manager pursuant to clause
            6A.1 and accepted or to be accepted (as the case may be) by the
            Trustee in accordance with that clause.

            "SUPPORT FACILITY" in relation to a Fund means each Hedge
            Arrangement, Guaranteed


                                                                               8
<PAGE>
            Investment Contract, Security Enhancement and Stand-by Arrangement
            entered into by or transferred to the Trustee, or which the Trustee
            has the benefit of, as trustee of that Fund and includes any other
            agreement or instrument which is specified by the Trustee and the
            Manager to be a Support Facility in relation to the Fund.

            "TAX ACT" means the Income Tax Assessment Act 1936 (Cth) or, as the
            context requires, the Income Tax Assessment Act 1997 (Cth).

            "TITLE DOCUMENTS" means the documents of title and other supporting
            documents in relation to Authorised Investments of the Fund as the
            Trustee is entitled to hold including, without limitation, documents
            of title to or other documents evidencing Collateral Securities.

            "TITLE INSURANCE POLICY" means an indemnity insurance contract
            issued by a Title Insurer to insure the Trustee (as mortgagee)
            against the risk of a Loan and any Approved Mortgages in respect of
            that Loan, being invalid, unenforceable or subject to any claims of
            prior interests or encumbrances.

            "TITLE INSURER" means First American Title Insurance Company of
            Australia Pty Ltd (ABN 64 075 279 908) or any other person approved
            in writing by the Trustee and the Manager.

            "TRANCHE OF APPROVED MORTGAGES" means collectively a group of
            Approved Mortgages specified by the Manager in a Transfer Proposal
            to be transferred by a particular Selling Fund.

            "TRANSACTION DOCUMENTS" means:

            (a)     this Deed;

            (b)     the Management Deed;

            (c)     each Sub-Fund Notice;

            (d)     each document setting out the terms of the appointment of an
                    Originator;

            (e)     each Security Trust Deed;

            (f)     each Warehouse Investment Deed;

            (g)     each Support Facility;

            (h)     each Issuing Document;

            (i)     each Sale Agreement;

            (j)     each Origination Agreement;

            (k)     each Distribution Agreement;

            (l)     all Notes from time to time;

            (m)     each other document which is expressed to be, or which is
                    agreed by the Manager and Trustee to be, a Transaction
                    Document for the purposes hereof; and

            (n)     each other document that is executed under or which is or is
                    expressed to be incidental or collateral to, any other
                    Transaction Document,

            and in relation to a Warehouse Fund or a Sub-Fund means all of the
            foregoing to the extent (if at all) they relate to that Warehouse
            Fund or Sub-Fund.

            "TRANSFER AND ACCEPTANCE" means a Note Transfer and Acceptance or a
            Unit Transfer and


                                                                               9
<PAGE>

            Acceptance.

            "TRANSFER DATE" in relation to a Tranche of Approved Mortgages and
            an Acquiring Fund, means the date for the transfer of the Tranche of
            Approved Mortgages from a Selling Fund to the Trustee on behalf of
            the Acquiring Fund.

            "TRANSFER PAYMENT" in relation to a Tranche of Approved Mortgages
            and a Transfer Date means:

            (a)     the aggregate of the Face Values of the Approved Mortgages
                    comprising that Tranche of Approved Mortgages on that
                    Transfer Date; and

            (b)     if the Tranche of Approved Mortgages includes any Approved
                    Mortgages under which interest is charged at a fixed rate,
                    plus or minus an additional amount as determined by the
                    Manager and specified in the corresponding Transfer Proposal
                    to represent the net present value or burden (if any) to the
                    Acquiring Fund of the difference between the fixed rate
                    applying to each such Approved Mortgage and the fixed rate
                    that would apply to that Approved Mortgage if the interest
                    rate for the relevant amount of the Approved Mortgage was
                    fixed on that Transfer Date until the end of the relevant
                    fixed rate period taking into account any Hedge Arrangements
                    transferred or novated to the Acquiring Fund with the
                    Tranche of Approved Mortgages and any Hedge Arrangements in
                    relation to the Approved Mortgages terminated and replaced
                    with new Hedge Arrangements with the Acquiring Fund on the
                    same terms on that Transfer Date provided that, in the case
                    of a Transfer Proposal where the Selling Fund or the
                    Acquiring Fund is a Sub-Fund, each Current Rating Authority
                    in relation to that Sub-Fund has confirmed that this will
                    not result in a downgrading, withdrawal or qualification of
                    any rating assigned by them to the Notes or Specified
                    Investor Securities of that Sub-Fund,

            or such other amount as is specified by the Manager in the
            corresponding Transfer Proposal provided that, in the case of a
            Transfer Proposal where the Selling Fund or Acquiring Fund is a
            Warehouse Fund, the corresponding Warehousing Investor consents to
            such other amount and, in the case of a Transfer Proposal where a
            Selling Fund or Acquiring Fund is a Sub-Fund, each Current Rating
            Authority in relation to that Sub-Fund has confirmed that this will
            not result in a downgrading, withdrawal or qualification of any
            rating assigned by them to the Notes or Specified Investor
            Securities of that Sub-Fund.

            "TRANSFER PROPOSAL" means a proposal by the Manager to the Trustee
            in the form of the Eleventh Schedule (or in such other form as the
            Trustee may from time to time accept) and at any given time means
            such a proposal as amended pursuant to clause 6B.2(a).

            "TRUSTEE" means the trustee of the Funds in its capacity as trustee
            of the Funds, whether original or substitute.

            "UNIT" means a unit in a Sub-Fund.

            "UNITHOLDER ACKNOWLEDGEMENT" means the acknowledgement of a
            Unitholder Entitlement in the form set out in the Sixth Schedule or
            in such other form as may from time to time be agreed between the
            Trustee and the Manager.

            "UNIT TRANSFER AND ACCEPTANCE" means a transfer and acceptance in
            respect of Units in the form of the Seventh Schedule or in such
            other form as the Trustee shall approve.

            "UNITHOLDER" in relation to a Unit means the person shown in the
            Register as the holder of that Unit.

            "UNITHOLDER ENTITLEMENT" in relation to a Unit, a Unitholder and a
            Sub-Fund means the entitlement of the Unitholder of that Unit to the
            payment of any amount due in respect of that


                                                                              10
<PAGE>


            Unit by the Trustee in its capacity as trustee of the Sub-Fund in
            accordance with this Deed and the Sub-Fund Notice for that Sub-Fund.

            "VESTING DATE" means the day upon which the Perpetuity Period shall
            expire.

            "WAREHOUSE FUND" means a trust fund established for the benefit of a
            Warehousing Investor in accordance with clauses 2.1 or 5 of the
            Original PUMA Trust Deed or clause 5 of this Deed.

            "WAREHOUSING INVESTOR" means a person on whose behalf the Trustee
            holds a Warehouse Fund pursuant to clause 5.1.

            "WAREHOUSING INVESTMENT DEED" in relation to a Warehousing Investor
            and a Warehouse Fund means each deed, agreement or other instrument
            from time to time entered into by the Warehousing Investor, the
            Trustee and the Manager regarding the Warehousing Investor's
            Warehouse Fund.

            "WAREHOUSING INVESTOR ENTITLEMENT" means, subject to clause 1.3, the
            entitlements applicable to a Warehousing Investor described in
            clause 5.8(d) of this Deed.

            "WAREHOUSING INVESTOR'S TRANSFER CERTIFICATE" means a certificate
            from the Warehousing Investor to the Trustee in the form of the
            Ninth Schedule (or in such other form as the Trustee may from time
            to time accept).

            1.2 GENERAL

            In this Deed, the Recitals and the Schedules, except to the extent
            that the context otherwise requires or the contrary intention
            appears:

            (a)     references to any legislation or to any provision of any
                    legislation shall include any statutory modification or
                    re-enactment of, any legislation or provision substituted
                    for or replacing (in whole or in substance) such legislation
                    or provision, and all legislation and statutory instruments
                    issued under, such legislation;

            (b)     words denoting the singular number shall include the plural
                    and vice versa;

            (c)     words denoting individuals shall include corporations and
                    firms and vice versa;

            (d)     references to this Deed, to any other Transaction Document
                    or to any other document or agreement, shall include
                    references to this Deed, the other Transaction Document or
                    such other document or agreement as novated, supplemented,
                    varied or replaced from time to time;

            (e)     references to any person in this Deed or any other document
                    or arrangement shall include reference to its successors and
                    permitted assigns;

            (f)     words denoting any gender shall include all genders;

            (g)     headings are for convenience only and shall not affect
                    interpretation of this Deed;

            (h)     where any payment is to be made, or notice given, under or
                    in relation to this Deed on a day not being a Banking Day
                    the requirement for such payment or notice shall be deemed
                    to be on the next following Banking Day;

            (i)     references to "DOLLARS", "DOLLARS", "$", "A$", "AUSTRALIAN
                    DOLLARS" or to another amount are references to the relevant
                    units of the lawful currency of the Commonwealth of
                    Australia;

            (j)     "WRITING" includes words of like import including printing,
                    typing, lithography and other means of reproducing words in
                    a tangible form;


                                                                              11
<PAGE>


            (k)     "CLASS" in relation to Notes or Units of a Sub-Fund means
                    Notesor Units (as the case may be) having as amongst
                    themselves the same rights and restrictions as to the amount
                    and timing of payments of interest and principal and as to
                    voting entitlements and "CLASS" in relation to the
                    Noteholders or Unitholders of a Sub-Fund has a corresponding
                    meaning;

            (l)     references to "TRANSFER" or "TRANSFERRED" of any assets or
                    rights in relation to two Funds are references to the
                    Trustee ceasing to hold those assets or rights as the
                    trustee of a Fund and thereafter holding those assets or
                    rights as trustee of another Fund in accordance this Deed;

            (m)     references to a Schedule are a reference to a Schedule of
                    this Deed; and

            (n)     a reference to "FRAUD", "NEGLIGENCE" or "WILFUL DEFAULT" of
                    theTrustee or the Manager means the fraud, negligence or
                    wilful default of the Trustee or the Manager (as the case
                    may be) and of its officers, employees, agents and any other
                    person where the Trustee or the Manager (as the case may be)
                    is liable for the acts or omissions of such other person
                    under the terms of any Transaction Document.

1.3         WAREHOUSE INVESTMENT DEEDS

            The rights, entitlements and obligations of a Warehousing Investor,
            the Trustee and the Manager, the procedures relating to a Warehouse
            Fund, the property and investments comprising a Warehouse Fund and
            any other matter or thing in respect of a Warehouse Fund or in
            respect of the relationship or rights and obligations between the
            Trustee, the Manager and a Warehousing Investor under a Transaction
            Document may be varied or supplemented by the Warehousing Investment
            Deed relating to that Warehouse Fund or, with the agreement of the
            Trustee and the Manager, by that Warehousing Investor.
            Notwithstanding anything contained in any other Transaction Document
            insofar as it affects the relationship or the rights and obligations
            between the Trustee, the Manager and the Warehousing Investor, the
            provisions of a Warehousing Investment Deed shall prevail to the
            extent of any inconsistency with the provisions thereof (unless the
            particular provision of the Transaction Document expressly provides
            that it operates notwithstanding this clause 1.3).

1.4         SECURITY TRUST DEEDS

            Notwithstanding anything herein contained, the provisions of any
            Security Trust Deed in relation to a Fund shall prevail to the
            extent of any inconsistency with the provisions hereof in relation
            to that Fund and the provisions of each Security Trust Deed shall be
            binding on the parties thereto, the Noteholders and Unitholders in
            relation to the Fund (if the Fund is a Sub-Fund), the Warehousing
            Investor in relation to the Fund (if the Fund is a Warehouse Fund)
            and all other persons taking or described as beneficiaries
            thereunder.

1.5         CONSENTS AND APPROVALS

            Where this Deed or the Management Deed provides for the consent or
            appointment by the Trustee or the Manager of an Approved Solicitor,
            a Title Insurer, an Approved Valuer, an Originator or any other
            person or in relation to any other matter or thing, that consent or
            approval may be subject to the prior consent or approval of any
            person, or the prior satisfaction of any other condition, as set out
            in any other Transaction Document.

1.6         INCORPORATION OF SCHEDULES

            The Schedules to this Deed shall be incorporated into and shall form
            part of this Deed.


                                                                              12
<PAGE>
--------------------------------------------------------------------------------
2.          THE FUNDS - CONSTITUTION, DURATION AND TERMINATION


2.1         CONSTITUTION OF THE FUNDS

            (a)     The parties acknowledge that the Warehouse Fund known as the
                    "First Warehouse Fund" was constituted pursuant to the
                    Original PUMA Trust Deed.

                    Sub-Funds and additional Warehouse Funds may be created from
                    time to time in accordance with clauses 5 and 6 (as the case
                    requires). All Sub-Funds and Warehouse Funds shall be
                    separate and distinct trust funds.

            (b)     The sum settled pursuant to the Original PUMA Trust Deed to
                    constitute the First Warehouse Fund shall be utilised (so
                    far as it will extend) in the acquisition of Authorised
                    Investments for, or the payment of Fees and Expenses of, the
                    First Warehouse Fund.

2.2         NAME OF FUNDS

            The Sub-Funds and Warehouse Funds constituted and established
            pursuant to this Deed shall be collectively known and identified as
            the "Pooled Unlisted Managed Assets Fund" and also as the "PUMA
            Fund" or the "PUMA Programme".

2.3         DURATION AND TERMINATION OF FUNDS

            Each Sub-Fund and Warehouse Fund shall come in to existence at the
            times provided in this Deed and shall continue and shall not vest
            until the time provided by this Deed provided always that no
            Sub-Fund or Warehouse Fund shall extend beyond the Vesting Date.

--------------------------------------------------------------------------------
3.          THE TRUSTEE

3.1         APPOINTMENT OF TRUSTEE AND DECLARATION OF TRUST

            The Trustee is hereby expressly appointed and agrees to act as
            trustee of each Sub-Fund and Warehouse Fund and the Trustee declares
            that it holds and will continue to hold same on the trusts provided
            by this Deed.

3.2         POWERS AND DUTIES OF TRUSTEE

            Each Noteholder, each Unitholder, each Warehousing Investor and the
            Manager shall be hereby deemed to irrevocably appoint and authorise
            the Trustee to act as Trustee under this Deed with such powers
            conferred by statute or as are expressly provided for the Trustee by
            the terms of this Deed. Each Noteholder, each Unitholder, each
            Warehousing Investor and the Manager shall be deemed to have agreed
            that the Trustee shall have no duties or responsibilities except
            those expressly set forth in this Deed.

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4.          DEED BINDING ON NOTEHOLDERS, WAREHOUSING INVESTORS, UNITHOLDERS AND
            MANAGER


            This Deed shall be binding on all of the Noteholders and Warehousing
            Investors (in each case whether original or by transfer or
            transmission or otherwise), the Manager and the Unitholders of each
            Sub-Fund as if each were originally a party hereto.



                                                                              13
<PAGE>
--------------------------------------------------------------------------------
5.          WAREHOUSE FUNDS AND WAREHOUSING INVESTORS

5.1         CONSTITUTION OF A WAREHOUSE FUND

            A person may, with the prior written consent of the Manager (which
            such consent may be included in a Warehouse Investment Deed), from
            time to time submit to the Trustee a notice in the form of the
            Eighth Schedule or in such other form as the Trustee may accept
            requesting the Trustee to accept specified Authorised Investments to
            be vested in the Trustee as trustee for that person on the terms of
            this Deed. The Trustee shall accept such request upon receipt of a
            certificate from the Manager that the specified investments are
            Authorised Investments of the Warehouse Fund to be constituted. Upon
            acceptance by the Trustee of such request the specified Authorised
            Investments shall be vested in the Trustee as trustee of a separate
            and distinct Warehouse Fund upon trust for such person vesting the
            Authorised Investments in the Trustee (who shall thereafter be a
            Warehousing Investor) on the terms of this Deed.

5.2         NAME OF WAREHOUSE FUND

            A Warehouse Fund shall bear such name or designation as the Manager
            shall from time to time determine provided that such name or
            designation is, in the opinion of the Trustee, clearly
            distinguishable from the name of each Fund then in existence.

5.3         COMMENCEMENT AND DURATION OF WAREHOUSE FUND

            (a)     A Warehouse Fund shall come in to existence when created and
                    shall continue until the earliest to occur of:

                    (i)     the Vesting Date;

                    (ii)    the date on which the last Authorised Investment
                            held by the Trustee in the Warehouse Fund has been
                            transferred from the Warehouse Fund in accordance
                            with clauses 5.7 and 5.8; and

                    (iii)   the date notified by the Manager to the Trustee in
                            writing which must be after the later of the date on
                            which the last Authorised Investment held by the
                            Trustee in the Warehouse Fund is transferred to
                            another Fund in accordance with clause 6B and (where
                            applicable) the date on which the last distribution
                            due to the Trustee as trustee of the Warehouse Fund
                            in accordance with clause 6B.2(f) is distributed to
                            the Warehousing Investor pursuant to this Deed,

                    at which time the Warehouse Fund shall vest in the
                    Warehousing Investor.

            (b)     The Trustee shall upon the vesting of a Warehouse Fund in a
                    Warehousing Investor execute such documents and do all such
                    acts, matters and things (at the cost and expense of the
                    Warehousing Investor) as the Warehousing Investor may
                    reasonably require to vest the legal title in the Authorised
                    Investments of the Warehouse Fund in the Warehousing
                    Investor. The Warehousing Investor, the Trustee, the Manager
                    and any relevant Originator shall forthwith thereafter
                    account to each other for any outstanding moneys properly
                    payable to or by them under or pursuant to, in the case of
                    an Originator, the terms of its appointment and in every
                    other case pursuant to the provisions of this Deed, the
                    Warehouse Investment Deed (if any), the Management Deed and
                    any Security Trust Deed.

5.4         ENTRY OF WAREHOUSE FUND AND WAREHOUSING INVESTOR IN REGISTER

            The Trustee shall record in the Register the establishment and name
            of the Warehouse Fund (as soon as practicable after establishment of
            the Warehouse Fund), a list of the Authorised


                                                                              14
<PAGE>

            Investments held from time to time by the Trustee as trustee of the
            Warehouse Fund and such other particulars in the Register in
            relation to the Warehouse Fund as are required pursuant to clause
            15.1(b).

5.5         ADDITIONS TO WAREHOUSE FUND AND CREATION OF APPROVED MORTGAGES

            (a)     A Warehousing Investor may with the prior written consent of
                    the Manager, or the Manager may on behalf of the Warehousing
                    Investor if authorised under the corresponding Warehouse
                    Investment Deed, from time to time request the Trustee to
                    accept additional specified Authorised Investments to be
                    vested in the Trustee as trustee of a Warehouse Fund (being
                    a Warehouse Fund which the Trustee holds on trust for such
                    Warehousing Investor). The Trustee shall accept such a
                    request upon receipt of a certificate from the Manager (in
                    such form as the Trustee and the Manager may agree from time
                    to time) that the specified investments are Authorised
                    Investments of the Warehouse Fund. Upon the acceptance by
                    the Trustee of such request the additional specified
                    Authorised Investments shall be vested in the Trustee as
                    trustee of such Warehouse Fund upon trust for such
                    Warehousing Investor.

            (b)     Subject to there being sufficient available funds in the
                    Warehouse Fund the Trustee may from time to time make Loans
                    on the security of Approved Mortgages.

5.6         BENEFICIAL INTEREST IN THE WAREHOUSE FUND

            The Trustee shall hold the Warehouse Fund and each Authorised
            Investment comprised therein from time to time (including the
            Trustee's interest as mortgagee under any relevant Approved
            Mortgage) on trust for the Warehousing Investor as the beneficial
            owner thereof on the terms of this Deed, as varied or supplemented
            by the corresponding Warehouse Investment Deed (if any).

5.7         DEALING WITH AUTHORISED INVESTMENTS IN A WAREHOUSE FUND

            (a)     Subject to clause 1.4 (and any applicable Security Trust
                    Deed), this clause 5, the Management Deed and any Warehouse
                    Investment Deed, the Trustee shall only deal with an
                    Authorised Investment to which a Warehousing Investor is
                    entitled in accordance with the written directions of the
                    Warehousing Investor and, without limiting the foregoing but
                    subject to the same limitations as hereinbefore mentioned,
                    the Trustee shall upon receipt of such a direction from a
                    Warehousing Investor transfer to the Warehousing Investor or
                    its nominee any Authorised Investment comprised in the
                    relevant Warehouse Fund.

            (b)     Subject to any Warehouse Investment Deed, the Trustee shall
                    not be obliged to deal with any Authorised Investments for a
                    Warehousing Investor (including, without limitation, upon
                    termination and vesting of a Warehouse Fund) unless and
                    until the Warehousing Investor has paid or procured payment
                    of:

                    (i)     any costs, expenses or outgoings for which the
                            Trustee or any other person is liable or may incur
                            as a result of such dealing; and

                    (ii)    any unpaid or accrued Fees and Expenses in respect
                            of the Warehouse Fund or amounts which the Trustee,
                            after consultation with the Manager, considers
                            necessary to meet any future obligations for Fees
                            and Expenses in respect of the Warehouse Fund.

            (c)     Notwithstanding any other provision of this Deed, the
                    Trustee will not be obliged to deal with any Authorised
                    Investment of a Warehouse Fund (including to pay or transfer
                    an Authorised Investment, or the proceeds of sale of an
                    Authorised Investment, to or at the direction of the
                    Warehousing Investor, and whether before

                                                                              15
<PAGE>

            or after termination of the Warehouse Fund) unless all Fees and
            Expenses payable (or which the Trustee reasonably considers may
            become payable) out of the Warehouse Fund have been paid or
            otherwise provided for to the satisfaction of the Trustee.

5.8         WAREHOUSING INVESTOR ENTITLEMENTS

            Subject to the provisions of any corresponding Warehouse Investment
            Deed:

            (a)     the Warehousing Investor will be presently entitled to all
                    income of the Warehouse Fund;

            (b)     the Warehousing Investor will also be presently entitled to
                    the amount of the Face Value or any part of the Face Value
                    of any Authorised Investment in the Warehouse Fund prepaid
                    or repaid on maturity of that Authorised Investment. The
                    Trustee shall pay such amount to the Warehousing Investor as
                    soon as practicable after receipt by the Trustee. The
                    Trustee shall be entitled to deduct any costs, expenses or
                    outgoings for which the Trustee or any other person is
                    liable or may incur as a result of this clause 5.8(b) and
                    any other unpaid, accrued or anticipated Fees and Expenses
                    in respect of the Warehouse Fund;

            (c)     the Warehousing Investor will be entitled upon termination
                    of a Warehouse Fund to any remaining capital and/or income
                    comprised in the Warehouse Fund after the payment of all
                    unpaid, accrued or anticipated Fees and Expenses in respect
                    of the Warehouse Fund. The Trustee shall remit same to the
                    Warehousing Investor as soon as possible after termination
                    of the Warehouse Fund as aforesaid and after paying, or
                    making allowance to its satisfaction, of all such unpaid,
                    accrued or anticipated Fees and Expenses; and

            (d)     the Warehousing Investor's right to payments set out in
                    clauses 5.8(a), 5.8(b) and 5.8(c) and the Warehousing
                    Investor's beneficial interest in the Authorised Investments
                    in the Warehouse Fund shall, subject to clause 5.9,
                    constitute the Warehousing Investor Entitlement.

5.9         PROHIBITION ON OTHER INTERESTS OVER WAREHOUSE FUNDS

            Without prejudice to clause 1.4(b):

            (a)     The rights and interests of each Warehousing Investor in
                    respect of its corresponding Warehouse Fund shall be
                    personal to the Warehousing Investor and shall not be
                    capable of being assigned, or having any Security Interest
                    created or existing thereover, without the prior written
                    consent of the Manager (which it may give or withhold in its
                    absolute discretion).

            (b)     Each Warehousing Investor shall be obliged and hereby shall
                    be deemed to undertake to and agree with the Trustee and the
                    Manager to immediately notify the Trustee and the Manager in
                    the event that the Warehousing Investor purports to assign,
                    or to create or suffers to exist any Security Interest over,
                    the Warehousing Investor's rights and interests in respect
                    of a Warehouse Fund.

            (c)     If a Warehousing Investor purports to assign, or to create
                    or suffers to exist any Security Interest over, any of its
                    rights and interests in respect of a Warehouse Fund in
                    breach of clause 5.9(a), that assignment and that Security
                    Interest insofar as it purports to extend to the Warehousing
                    Investor's rights and interests in the Warehousing Fund
                    shall be of no force and effect (each such right and
                    interest being subject to this clause) and shall not vest in
                    any purported assignee or holder of the Security Interest
                    any right, title or interest in the Warehouse Fund or the
                    Warehousing Investor's rights and interests therein.


                                                                              16
<PAGE>

5.10        LIABILITY OF WAREHOUSING INVESTOR FOR LATER FEES AND EXPENSES


            Upon the termination of a Warehouse Fund, and payment pursuant to
            clause 5.8(c), the Trustee shall be indemnified, and forever held
            harmless, by the Warehousing Investor for any further Fees and
            Expenses or other liabilities or costs incurred by the Trustee or
            the Manager in respect of the Warehouse Fund.

--------------------------------------------------------------------------------
6A.        SUB-FUNDS

6A.1       SUB-FUND NOTICE

            The Manager may from time to time issue a Sub-Fund Notice, signed by
            two Authorised Signatories of the Manager, to the Trustee in respect
            of a Sub-Fund to be constituted under this Deed. Each Sub-Fund
            Notice must contain:

            (a)     the name of the Sub-Fund;

            (b)     details of the Units to be issued by the Trustee in respect
                    of that Sub-Fund;

            (c)     the special terms and provisions to apply to that Sub-Fund
                    including any variation to the provisions of this Deed to
                    the extent that they apply to the Sub-Fund; and

            (d)     details of the manner in which the Sub-Fund Notice may be
                    varied,

            and, without limiting the foregoing, may contain such provisions in
            relation to the Sub-Fund as the Manager determines in its absolute
            discretion (including provisions allowing the Manager to specify
            special terms, binding upon the Trustee and the Manager, in relation
            to one or more classes of Notes to be issued by the Trustee as
            trustee of the Sub-Fund). The Manager may, by notice in writing to
            the Trustee signed by two Authorised Signatories of the Manager,
            withdraw or vary a Sub-Fund Notice previously issued by the Manager
            but not yet accepted by the Trustee. The Trustee may, in its
            absolute discretion, accept a Sub-Fund Notice by two Authorised
            Signatories of the Trustee signing the Sub-Fund Notice. Each
            Sub-Fund Notice which is accepted by the Trustee in accordance with
            this clause 6A.1 is (and any special terms in relation to one or
            more classes of Notes issued pursuant to that Sub-Fund Notice are)
            binding upon the Trustee, the Manager and each Noteholder and
            Unitholder of that Sub-Fund, and the Trustee and the Manager must
            perform all their obligations contained in a Sub-Fund Notice and
            such special terms, as if the provisions of the Sub-Fund Notice and
            such special terms were set out in this Deed in full. To the extent
            of any conflict between the terms of this Deed to the extent that it
            applies to a Sub-Fund and the terms of the Sub-Fund Notice in
            relation to that Sub-Fund, the terms of the Sub-Fund Notice prevail.

6A.2        CONSTITUTION OF SUB-FUNDS

            A Sub-Fund may be created at any time by:

            (a)     the issue by the Manager to the Trustee of a Sub-Fund Notice
                    in relation to the Sub-Fund and the acceptance by the
                    Trustee of that Sub-Fund Notice in accordance with clause
                    6A.1; and

            (b)     the settlement by the Manager on the Trustee as trustee of
                    the proposed Sub-Fund for the benefit of the Unitholders of
                    the Sub-Fund of the sum of one hundred dollars.

            There shall be no limit on the number of Sub-Funds which may be so
            created. The Trustee hereby agrees to hold the said settled sum
            (which shall be invested, so far as it extends, in Authorised
            Investments of the Sub-Fund) as trustee of the Sub-Fund on the terms
            and provisions of this Deed and the corresponding Sub-Fund Notice
            and for the benefit of the Unitholders of the Sub-Fund as provided
            in clause 6A.6.



                                                                              17
<PAGE>

6A.3        NAME OF SUB-FUND

            A Sub-Fund shall bear such name or designation as the Manager shall
            initially specify in the relevant Sub-Fund Notice or shall determine
            from time to time and notify to the Trustee provided that such name
            or designation is in the opinion of the Trustee clearly
            distinguishable from the name of the Funds and any other Warehouse
            Fund and Sub-Fund then in existence.

6A.4        COMMENCEMENT AND DURATION OF SUB-FUND

            Each Sub-Fund shall come into existence on the Inception Date and
            shall continue until the earliest to occur of:

            (a)     the day notified by the Manager to the Trustee in writing
                    following the date of the payment of all moneys due to any
                    person under or pursuant to the provisions of this Deed in
                    relation to that Sub-Fund or in the event of a deficiency
                    such lesser amounts as are finally available for payment and
                    distribution upon full and final liquidation and realisation
                    of the Authorised Investments comprised in the relevant
                    Sub-Fund and the exercise by the Trustee of all rights which
                    the Trustee thinks appropriate (including in relation to any
                    Security Enhancement) in relation to the relevant Sub-Fund;
                    and

            (b)     the Vesting Date; and

            (c)     the Charge Release Date (if any) relating to that Sub-Fund.

6A.5        RIGHTS IN RESPECT OF A SUB-FUND

            (a)     In relation to Noteholder Entitlements in respect of a
                    Sub-Fund each Noteholder shall be a creditor of the Trustee
                    in its capacity as trustee of the relevant Sub-Fund and
                    shall have:

                    (i)     no beneficial or, subject to the Security Trust
                            Deed, other interest in the Sub-Fund or any
                            Authorised Investment comprised therein;

                    (ii)    except as is set out in the proviso to clause
                            6A.5(a)(iii), no right to take any proceedings of
                            any nature whatsoever in any court or otherwise or
                            to obtain any remedy of any nature (including,
                            without limitation, against the Trustee, the Manager
                            or any former Trustee or Manager or in respect of
                            the relevant Sub-Fund or any other of the Funds or
                            any asset held by the Trustee as trustee of the
                            Sub-Fund or any other of the Funds) in relation to
                            the payment or non-payment of moneys due to it under
                            or in accordance with this Deed or the Security
                            Trust Deed or the performance or non-performance of
                            any other obligation of the Trustee under this Deed
                            or the Security Trust Deed; and

                    (iii)   no recourse whatsoever to the Trustee in its
                            personal capacity or the Manager (except to the
                            extent of any fraud, negligence or wilful default by
                            the Trustee or the Manager respectively) or to any
                            of the Funds or to any Authorised Investment of any
                            of the Funds or to any payment or proceeds from any
                            of the same, PROVIDED THAT subject to the terms of
                            the applicable Sub-Fund Notice and the applicable
                            Security Trust Deed (if any) and the special terms
                            (if any) of the Notes issued to Noteholders or any
                            class of Noteholders and appearing in the Register
                            pursuant to clause 15.1(a), each Noteholder shall be
                            entitled to:

                            A.     compel the Trustee and the Manager to comply
                                   with their respective duties and obligations
                                   under this Deed, the Sub-Fund Notice and the
                                   Issuing Documents (if any) in

                                                                              18
<PAGE>


                                   relation to the Notes and, if the Noteholders
                                   are entitled to the benefit of any applicable
                                   Security Trust Deed, to compel the Security
                                   Trustee to comply with its duties and
                                   obligations under the Security Trust Deed;
                                   and

                            B.     rely by way of subrogation on the Trustee's
                                   right of indemnity in respect of the relevant
                                   Sub-Fund to the extent of amounts due to the
                                   Noteholder in respect of the Sub-Fund.

            (b)     The Trustee declares that the Trustee shall have no
                    beneficial interest in property received by or vested in the
                    Trustee as trustee of a Sub-Fund and shall hold each
                    Sub-Fund on trust for the Unitholders of that Sub-Fund. None
                    of the Trustee as trustee of any other Fund, any Warehousing
                    Investor or any Unitholders shall have any beneficial or
                    other interest in respect of any specific Authorised
                    Investment comprising part of a Sub-Fund, the right to call
                    for any dealing by the Trustee or any other person with any
                    such Authorised Investment or any right to terminate or call
                    for early vesting of the Sub-Fund.

            (c)     Without limiting the generality of the foregoing, but always
                    subject to the applicable Security Trust Deed (if any), no
                    Noteholder, Warehousing Investor or Unitholder shall be
                    entitled to:

                    (i)     in any way interfere with or question the exercise
                            or non-exercise by the Trustee, the Manager or any
                            delegate or agent of the Trustee or the Manager of
                            their respective duties powers authorities and
                            discretions in relation to a Sub-Fund or otherwise
                            hereunder nor bring any proceedings in any court or
                            otherwise or seek any remedies in respect of any
                            such matters except in the case of and to the extent
                            of any fraud, negligence or wilful default by the
                            Trustee or the Manager or any such delegate or agent
                            PROVIDED THAT the Noteholders, Warehousing Investors
                            and Unitholders shall be entitled to seek orders by
                            a court of competent jurisdiction against the
                            Trustee and/or the Manager ordering the Trustee
                            and/or Manager to comply with their respective
                            duties and obligations under this Deed, the
                            corresponding Sub-Fund Notice and each relevant
                            Issuing Document;

                    (ii)    exercise any rights, powers or privileges in respect
                            of any Authorised Investment of the Sub-Fund;

                    (iii)   lodge or enter a caveat or like instrument claiming
                            an estate or interest in any Land or real estate
                            over which an Approved Mortgage is held or to which
                            other Authorised Investment relates in respect of a
                            Sub-Fund;

                    (iv)    negotiate or communicate in any way with any
                            Mortgagor in respect of an Approved Mortgage in a
                            Sub-Fund; or

                    (v)     call for the transfer of or passing of benefit in
                            any Authorised Investment of the Sub-Fund.

            (d)     None of any Noteholder, any Warehousing Investor, the
                    Manager, any Unitholder or any other person to whom the
                    Trustee has a liability in its capacity as trustee of a
                    Sub-Fund or Warehouse Fund shall have any rights whatsoever
                    in respect of property or rights held by the Trustee as
                    trustee of another Sub-Fund or Warehouse Fund.


6A.6        BENEFICIAL INTEREST IN SUB-FUNDS

            The beneficial interest in each Sub-Fund will be divided into one or
            more units in accordance



                                                                              19
<PAGE>


            with the Sub-Fund Notice relating to that Sub-Fund. Subject to the
            corresponding Sub-Fund Notice, each Unit in a Sub-Fund represents an
            equal undivided beneficial interest in the assets of the Sub-Fund as
            a whole but not in any particular asset of the Sub-Fund. The
            Unitholders of a Sub-Fund are entitled to receive payments of their
            Unitholder Entitlements pursuant to the provisions of this Deed and
            the corresponding Sub-Fund Notice. Without limiting clause 6A.1, a
            Sub-Fund Notice in relation to a Sub-Fund may specify:

            (a)     that the Units in the Sub-Fund are divided into classes;

            (b)     any rights, entitlements and benefits applying to any Unit
                    or class of Units of the Sub-Fund; or

            (c)     any restrictions applying to any Unit or class of Units of
                    the Sub-Fund.

            Subject to the corresponding Sub-Fund Notice, there will not be any
            discrimination or preference between the Units, or the corresponding
            Unitholders, in relation to a Sub-Fund by reason of the time of
            issue of the Units or for any other reason.

6A.7        ACT IN INTERESTS OF NOTEHOLDERS AND UNITHOLDERS

            The Trustee agrees to act in the interests of the Noteholders and
            Unitholders of each Sub-Fund on the terms and conditions of this
            Deed and the corresponding Sub-Fund Notice. If there is a conflict
            between the interests of the Noteholders and the Unitholders (as
            such) of a Sub-Fund, the Trustee is empowered to, and must, act in
            the interests of the Noteholders of the Sub-Fund.

6B.         TRANSFER OF APPROVED MORTGAGES BETWEEN FUNDS

6B.1        APPLICATION OF THIS CLAUSE 6B

            Approved Mortgages (and any Loans, Collateral Securities and other
            rights and entitlements relating thereto) may be transferred between
            Funds pursuant to this clause 6B provided that:

            (a)     if the Selling Fund or Acquiring Fund is a Sub-Fund, such a
                    transfer is specifically authorised by the corresponding
                    Sub-Fund Notice; or

            (b)     if the Selling Fund or Acquiring Fund is a Warehouse Fund,
                    the Warehousing Investor has given its prior written consent
                    to the transfer or the transfer is specifically authorised
                    under the corresponding Warehousing Investment Deed.

6B.2        TRANSFER OF APPROVED MORTGAGES

            (a)     At least 6 Banking Days (or such other period agreed by the
                    Trustee) prior to a proposed Transfer Date for an Acquiring
                    Fund, the Manager shall complete and issue a Transfer
                    Proposal to the Trustee proposing, inter alia, that the
                    Trustee purchase as trustee of the Acquiring Fund all of the
                    right title and interest in the Approved Mortgages specified
                    by the Manager in the Transfer Proposal. A Transfer Proposal
                    may relate to more than one Tranches of Approved Mortgages
                    to be acquired by more than one Acquiring Fund from more
                    than one Selling Fund. With the consent of the Trustee, the
                    Manager may prior to or on a proposed Transfer Date amend by
                    notice in writing to the Trustee a previously issued
                    Transfer Proposal (including any Transfer Proposal
                    previously amended pursuant to this clause) if in such
                    notice:

                    (i)     the Manager confirms that following such amendment
                            its certification in Part C of the Transfer Proposal
                            still remains correct; and

                    (ii)    if such notice specifies the addition of any further
                            Approved Mortgages into the Tranche of Approved
                            Mortgages the Manager confirms that the


                                                                              20
<PAGE>




                            certification given in Part A of the previously
                            issued Transfer Proposal is correct in relation to
                            such further Approved Mortgages.

            (b)     The Trustee shall not accept a Transfer Proposal unless at
                    least 5 Banking Days (or such other period agreed by the
                    Trustee) prior to the proposed Transfer Date the following
                    pre-conditions have been met:

                    (i)     the Trustee is satisfied that the Transfer Proposal
                            complies with this Deed and each corresponding
                            Sub-Fund Notice; and

                    (ii)    the Trustee is satisfied that the details of the
                            Approved Mortgages referred to in the Transfer
                            Proposal conform with the details in the Register in
                            respect of those Approved Mortgages.

                    If the preconditions referred to in the preceding paragraphs
                    are met, the Trustee may forthwith (and in no event later
                    than the close of business 4 Banking Days (or such other
                    period agreed by the Manager) prior to the proposed Transfer
                    Date) advise the Manager orally that it has accepted the
                    Transfer Proposal. If the Trustee is not so satisfied that
                    it is permitted by this clause to accept a Transfer
                    Proposal, it shall no later than the close of business 4
                    Banking Days (or such lesser period agreed by the Manager)
                    prior to the proposed Transfer Date advise the Manager in
                    writing to this effect giving the grounds in reasonable
                    detail for it being not so satisfied. If the Manager amends
                    pursuant to clause 6B.2(a) a Transfer Proposal which has
                    been previously accepted by the Trustee, the Trustee shall,
                    not less than one Banking Day after receipt of such notice
                    of amendment, advise the Manager orally that it accepts such
                    amendment or advise the Manager in writing that it does not
                    accept such amendment as not complying with this clause 6B
                    and giving the grounds in reasonable detail for it not so
                    accepting such amendment.

            (c)     If in respect of a proposed transfer of a Tranche of
                    Approved Mortgages from a Selling Fund to an Acquiring Fund
                    on a Transfer Date, the Trustee has:

                    (i)     accepted, or is required hereunder to accept, the
                            corresponding Transfer Proposal;

                    (ii)    if the Selling Fund is a Warehouse Fund, received
                            with the Transfer Proposal (or at a later time but
                            still prior to acceptance of the Transfer Proposal
                            by the Trustee) a Warehousing Investor's Transfer
                            Certificate in relation to the Tranche of Approved
                            Mortgages executed on behalf of the Warehousing
                            Investor and relating to the position as at the
                            proposed Transfer Date;

                    (iii)   on or prior to the proposed Transfer Date:

                            A.     obtained as trustee of the Acquiring Fund the
                                   benefit of the Support Facilities referred to
                                   in Part B of the Transfer Proposal; and

                            B.     entered into arrangements for the novation
                                   (or equivalent) of its rights and obligations
                                   as trustee of the Selling Fund under the
                                   Hedge Arrangements relating to the Tranche of
                                   Approved Mortgages in favour of the Trustee
                                   as trustee of the Acquiring Fund, with such
                                   novation (or equivalent) taking effect from
                                   the proposed Transfer Date; and

                    (iv)    sufficient available funds as trustee of the
                            Acquiring Fund on the proposed Transfer Date to
                            effect each of the transfers and other transactions
                            specified in that Transfer Proposal,


                                                                              21
<PAGE>


                    then, subject to the other requirements of this Deed and
                    each corresponding Sub-Fund Notice being satisfied in
                    relation to matters which must be done on or prior to the
                    Transfer Date, the Trustee shall on the Transfer Date
                    complete the transfer of the Tranche of Approved Mortgages
                    from the Trustee as trustee of the Selling Fund to the
                    Trustee as trustee of the Acquiring Fund (together with the
                    transfer of the benefit of all Loans, Collateral Securities
                    and other rights and entitlements relating thereto) and the
                    Trustee as trustee of the Acquiring Fund shall pay to the
                    Trustee as trustee of the relevant Selling Fund (which may
                    occur by ledger entry in the Trustee's books) an amount
                    equal to the Transfer Payment on that Transfer Date in
                    relation to the Tranche of Approved Mortgages. Upon payment
                    as aforesaid, the Trustee as trustee of the Acquiring Fund
                    shall, without any further act or thing, and without any
                    instrument being brought into existence, be vested with the
                    entire right title and interest in the Tranche of Approved
                    Mortgages, together with all Loans, Collateral Securities
                    and other rights and entitlements, relating thereto and the
                    Trustee as trustee of the Selling Fund and the beneficiaries
                    of that Selling Fund will each be divested of their
                    respective rights, title and interest in those assets. As
                    soon as practicable thereafter the Trustee shall record in
                    the Register in accordance with clause 15.1 that the Tranche
                    of Approved Mortgages is held by the Trustee as trustee of
                    the Acquiring Fund.

            (d)     Any warranties, undertakings or representations contained in
                    a Transfer Proposal or a Warehousing Investor's Transfer
                    Certificate shall be given to the Trustee in its capacity as
                    trustee of the Acquiring Fund to which they relate and shall
                    not merge on completion of the transfer of the corresponding
                    Tranche of Approved Mortgages so that such liability shall
                    subsist on and after the Transfer Date in respect thereof.

            (e)     If a Transfer Proposal is accepted the Trustee as trustee of
                    the Acquiring Fund shall be entitled to require that the
                    Trustee as trustee of the Selling Fund (and where the
                    Selling Fund is a Warehouse Fund, the Warehousing Investor)
                    at any time execute such documentation and do all such other
                    acts, matters or things as the Trustee shall reasonably
                    require to transfer the Approved Mortgages (together with
                    all Loans, Collateral Securities and other rights and
                    entitlements relating thereto) comprised in the Selling Fund
                    to the Trustee on behalf of an Acquiring Fund and to
                    otherwise give effect to the proposals contained in the
                    Transfer Proposal to the extent that they affect the Selling
                    Fund and to require payment by the Trustee as trustee of the
                    Selling Fund (and the Warehousing Investor, if applicable)
                    of all costs, expenses and outgoings in relation to the
                    transfer effected in accordance with the Transfer Proposal.

            (f)     Subject to clause 6B.3, the Manager must direct the Trustee,
                    and the Trustee must upon such a direction, on and after the
                    Transfer Date debit or credit a Selling Fund or Acquiring
                    Fund with such amounts as are necessary to ensure that the
                    Selling Fund has the benefit of any receipts, and bears the
                    cost of any outgoings, in respect of the Tranche of Approved
                    Mortgages (and all corresponding Loans, Collateral
                    Securities and other rights and entitlements relating
                    thereto) relating to the period up to (but not including)
                    the Transfer Date and the Acquiring Fund has the benefit of
                    such receipts, and bears such costs, relating to the period
                    from (and including) the Transfer Date. Notwithstanding the
                    foregoing, and without limiting clause 20.25, CCC Liability
                    in respect of a Tranche of Approved Mortgages will be borne
                    by the Fund that holds that Tranche of Approved Mortgages at
                    the time that notice of that CCC Liability is first given
                    under clause 20.26. A written advice by the Manager pursuant
                    to this clause shall be accompanied by a certificate from
                    the Manager addressed to the Trustee that the relevant
                    amount in its opinion is properly to be debited or credited
                    to the Selling Fund or Acquiring Fund (as the case may be).

6B.3        ADJUSTMENT ADVANCE

                                                                              22
<PAGE>

            If the Manager specifies in a Transfer Proposal that that there will
            be an Adjustment Advance in relation to a Tranche of Approved
            Mortgages, the Trustee as trustee of the Acquiring Fund shall pay to
            the Trustee as trustee of the relevant Selling Fund (which may occur
            by ledger entry in the Trustee's books) an amount equal to that
            Adjustment Advance on the corresponding Transfer Date as an interest
            free loan from the Acquiring Fund to the Selling Fund. The Trustee
            as trustee of the Selling Fund shall repay to the Trustee as trustee
            of the Acquiring Fund the Adjustment Advance by:

            (a)     crediting to the Acquiring Fund amounts that would otherwise
                    have been credited to the Selling Fund pursuant to clause
                    6B.2(f) in respect of that Tranche of Approved Mortgages;
                    and/or

            (b)     debiting to the Selling Fund amounts that would otherwise
                    have been debited to the Acquiring Fund pursuant to clause
                    6B.2(f) in respect of that Transfer of Approved Mortgages,

            until the aggregate of such debits and credits equals the Adjustment
            Advance. If the Adjustment Advance has not been repaid in full in
            accordance with the foregoing provisions within 90 days of the
            corresponding Transfer Date the Trustee as trustee of the Selling
            Fund shall repay to the Trustee as trustee of the Acquiring Fund
            (which may occur by ledger entry in the Trustee's books) the
            outstanding balance of the Adjustment Advance on that day.

6B.4        OPTION TO ACQUIRE APPROVED MORTGAGES

            A Warehousing Investment Deed or Sub-Fund Notice relating to a Fund
            (the "DISPOSING FUND") may grant the power to the Trustee to
            transfer Approved Mortgages (together with the benefit of all Loans,
            Collateral Securities, and other rights and entitlements relating
            thereto) to one or more other Funds (each a "PURCHASING FUND") in
            the circumstances and on the terms specified in that Warehousing
            Investment Deed or Sub-Fund Notice, as applicable. Subject to this
            Deed (including, without limitation, clauses 6B.1 and 6B.2) and the
            Warehousing Investment Deed or Sub-Fund Notice, as applicable,
            corresponding to the Disposing Fund and each Purchasing Fund, the
            Trustee must, at the direction of the Manager, given by the Manager
            in its absolute discretion, transfer the relevant Approved Mortgages
            (together with the benefit of all Loans, Collateral Securities, and
            other rights and entitlements relating thereto) from the Disposing
            Fund to each relevant Purchasing Fund in accordance with this clause
            6B. Subject to the Warehousing Investment Deed or Sub-Fund Notice,
            as applicable, corresponding to the relevant Disposing Fund and each
            Purchasing Fund, the Manager may, in its absolute discretion,
            determine the extent (if any) to which the Trustee will transfer
            Approved Mortgages (together with the benefit of all Loans,
            Collateral Securities, and other rights and entitlements relating
            thereto) from the Disposing Fund to each Purchasing Fund without
            being liable, except for fraud, negligence or wilful default, to any
            Noteholder, Unitholder, Warehousing Investor or any other person in
            relation to such determination.

--------------------------------------------------------------------------------
7.          NOTES

7.1         TYPES OF NOTES

            Subject to the provisions of this Deed and the corresponding
            Sub-Fund Notice, Notes may be issued by the Trustee as trustee of a
            Sub-Fund at any time and from time to time with such Face Value and
            upon such terms and bearing interest at such respective rates of
            interest (whether fixed, variable or determined by a stated method)
            and having such dates for payment of interest or principal (not
            being later than one day prior to the Vesting Date) and with such
            preferred, deferred or other special rights or restrictions, whether
            with regard to the payment of interest, voting, the repayment of
            principal or otherwise, and divided into such classes, as, in each
            case, is specified in the corresponding Sub-Fund Notice and/or in
            the special terms (if any) in relation to the Notes issued pursuant
            to the Sub-Fund Notice or in the Issuing Documents (if any) in
            relation to the Notes. Subject to the provisions of the
            corresponding


                                                                              23
<PAGE>

            Sub-Fund Notice, there shall be no limit on the amount or value of
            Notes which may be created in respect of a Sub-Fund. Notes issued by
            the Trustee as trustee of a Sub-Fund may either be issued pursuant
            to clause 7.5 or pursuant to the terms of one or more Issuing
            Documents.

7.2         NO DISCLOSURE REQUIREMENTS

            Notwithstanding anything contained in this Deed, but subject to the
            corresponding Sub-Fund Notice, no offer of Notes for issue or
            invitation to apply for the issue of the Notes will be made if the
            offer or invitation to apply requires disclosure to investors under
            Part 6D.2 of Chapter 6D of the Corporations Act 2001.

7.3         LOCATION OF REGISTERED NOTES

            The property in Registered Notes shall for all purposes be regarded
            as situated at the place where the Register is located on which such
            Registered Notes are recorded.

7.4         NOTES NOT INVALID IF ISSUED IN BREACH

            No Note shall be invalid or unenforceable on the ground that it was
            issued in breach of this Deed or any other Transaction Document.

7.5         ACKNOWLEDGEMENT OF INDEBTEDNESS

            In respect of any Notes specified by the Manager to be issued
            pursuant to this clause 7.5 ("Registered Notes"), and subject to the
            terms of this Deed, the Trustee hereby acknowledges its indebtedness
            as trustee of each Sub-Fund for the principal represented by such
            Notes issued by it as trustee of the Sub-Fund. Subject to this Deed,
            the corresponding Sub-Fund Notice, the special terms and conditions
            (if any) applying to the Notes and the Security Trust Deed (if any)
            relating to a Sub-Fund, the Trustee as trustee of each Sub-Fund must
            in respect of the Registered Notes issued by it in such capacity pay
            to the Noteholders of those Registered Notes their Noteholder
            Entitlements on each date for payment of such Noteholder
            Entitlements in accordance with this Deed, the corresponding
            Sub-Fund Notice and the special terms (if any) applying to the
            Notes.

7.6         BENEFIT OF THIS DEED, SUB-FUND NOTICES, SPECIAL TERMS, ISSUING
            DOCUMENTS AND THE SECURITY TRUST DEED

            All Notes shall be issued with the benefit of, and subject to, the
            terms of this Deed, the corresponding Sub-Fund Notice, the special
            terms (if any) of the Notes, any Issuing Document in relation to the
            Notes, and the terms of the Security Trust Deed (if any) relating to
            the Sub-Fund issuing the same.

7.7         NO DISCRIMINATION BETWEEN NOTEHOLDERS IN A SUB-FUND

            Subject to the corresponding Sub-Fund Notice, any special terms
            relating to the Notes and any Issuing Document in relation to the
            Notes, and subject to the terms of the applicable Security Trust
            Deed (if any), there shall be no discrimination or preference or
            priority between Noteholders in a Sub-Fund including by reason of
            priority in the time of issue of Notes or for any other reason.

7.8         ACKNOWLEDGMENTS

            (a)     An Acknowledgement in relation to Registered Notes or Units
                    shall not be a certificate of title as to the Registered
                    Notes or Units and the Register shall be the only conclusive
                    evidence as to the ownership of the Registered Notes or
                    Units and all Noteholder Entitlements or Unitholder
                    Entitlements relating thereto.


                                                                              24
<PAGE>


            (b)     Each Acknowledgement shall be signed on behalf of the
                    Trustee manually or in facsimile by mechanical or electronic
                    means by any two duly Authorised Signatories of the Trustee.
                    If any such Authorised Signatory of the Trustee whose
                    signature appears on an Acknowledgement dies or otherwise
                    ceases to be such an Authorised Signatory before the
                    Acknowledgement has been issued, the Trustee may
                    nevertheless issue such Acknowledgement.

            (c)     A Noteholder or Unitholder desiring the issue of more than
                    one Acknowledgement shall return its Acknowledgement to the
                    Trustee and at the same time request the issue of a
                    specified number of separate Acknowledgments and the Trustee
                    shall cancel the original Acknowledgement and issue in lieu
                    thereof separate Acknowledgments for a fee prescribed by the
                    Trustee not exceeding $10.00.

            (d)     If any Acknowledgement is worn out or defaced then upon
                    production thereof to the Trustee it may cancel the same and
                    may cause to be issued a new Acknowledgement in lieu
                    thereof. If any Acknowledgement is lost or destroyed then
                    upon proof thereof to the satisfaction of the Trustee and on
                    such indemnity as the Trustee may deem adequate being given,
                    a new Acknowledgement in lieu thereof shall be given to the
                    person entitled to such lost or destroyed Acknowledgement.
                    An entry as to the issue of the new Acknowledgement and of
                    the indemnity (if any) shall be made in the Register. A fee
                    as prescribed by the Trustee not exceeding $10.00 shall be
                    paid to the Trustee by the person requesting the new
                    Acknowledgement.

            (e)     If a single parcel of Registered Notes or Units is to be
                    held by more than one Noteholder or Unitholder, only the
                    person whose name stands first in the Register in relation
                    to that parcel of Registered Notes or Units shall be
                    entitled to:

                    (i)     be issued the relevant Acknowledgement and (if
                            applicable) a Marked Transfer and Acceptance; and

                    (ii)    be paid (as paying agent) any moneys due to such
                            Noteholders or Unitholders in respect of their
                            Noteholder Entitlements or Unitholder Entitlements.

            (f)     Subject to clause 7.8(g), an Acknowledgement may be sent to
                    the relevant Noteholder or Unitholder by mail or by personal
                    delivery to its Registered Address and every document so
                    sent shall be at the risk of the Noteholder or Unitholder
                    entitled thereto absolutely.

            (g)     If a Noted Security Holder is specified in the Register in
                    relation to any Registered Notes, then the Noteholder
                    Acknowledgement in respect of such Registered Notes shall be
                    marked with the name of that Noted Security Holder and sent
                    to that Noted Security Holder by mail or by personal
                    delivery to the Noted Security Holder's Registered Address
                    and every document so sent shall be at the risk of the Noted
                    Security Holder (and the relevant Noteholder) entitled
                    thereto absolutely.

7.9         ISSUE OF REGISTERED NOTE

            A Registered Note will be deemed to be created and issued upon
            completion of all the following:

            (a)     the receipt by the Trustee of a duly completed and executed
                    Application for Notes in respect of the proposed Registered
                    Note by the subscriber of that Registered Note;

            (b)     the receipt by the Trustee, or as it may otherwise direct,
                    of the subscription proceeds for that proposed Registered
                    Note in cleared and immediately available funds; and

                                                                              25
<PAGE>

            (c)     the entry in the Register of the subscriber as the initial
                    Noteholder of that Registered Note.
--------------------------------------------------------------------------------
8.          TRANSFERS OF REGISTERED NOTES AND UNITS


8.1         MINIMUM TRANSFER OF REGISTERED NOTES

            A Noteholder shall not be entitled to transfer any of its Registered
            Notes unless:

            (a)     the amount payable by the transferee is at least the amount
                    (if any) provided for in the corresponding Sub-Fund Notice
                    or the special terms and conditions (if any) for the Notes;

            (b)     either:

                    (i)     the offer to the proposed transferee by the
                            Noteholder in relation to the Registered Note is an
                            offer of securities for sale which does not need
                            disclosure to investors under Part 6D.2 of Chapter
                            6D of the Corporations Act 2001; or

                    (ii)    the transfer is made in compliance with Part 6D.2 of
                            Chapter 6D of the Corporations Act 2001; and

            (c)     if a Noted Security Holder is specified in the Register in
                    relation to such Notes, the prior written consent of that
                    Noted Security Holder to such transfer is obtained.

8.2         FORM OF TRANSFER

            All transfers of Registered Notes shall be effected by a Note
            Transfer and Acceptance. All transfers of Units shall be effected by
            a Unit Transfer and Acceptance.

8.3         EXECUTION OF TRANSFER AND ACCEPTANCE

            Every Transfer and Acceptance shall be executed by the transferor
            and transferee.

8.4         STAMPING OF TRANSFER

            The Trustee may decline to register any Transfer and Acceptance
            unless it is duly stamped (if applicable).

8.5         TRUSTEE MAY REFUSE TO REGISTER

            The Trustee shall refuse to register a transfer of Registered Notes
            or Units unless a Note Transfer and Acceptance or a Unit Transfer
            and Acceptance, as applicable, has been delivered to it accompanied
            by the Noteholder Acknowledgement or Unitholder Acknowledgement to
            which it relates. The Trustee may in its absolute discretion refuse
            to register any transfer of Registered Notes or Units which would
            result in:

            (a)     a contravention of or failure to observe:

                    (i)     the corresponding Sub-Fund Notice, the special terms
                            (if any) of the Registered Notes or the Security
                            Trust Deed (if any) relating thereto; or

                    (ii)    a law of a State or of the Commonwealth of
                            Australia; or

            (b)     an obligation to procure registration of any of the
                    foregoing with, or the approval of any of the foregoing by,
                    any regulatory authority in any State or with the
                    Commonwealth of Australia.


                                                                              26
<PAGE>


            The Trustee shall not be bound to give any reason for any such
            refusal and its decision shall be final and conclusive and binding
            on Noteholders and Unitholders.

8.6         REGISTRATION OF TRANSFEREE AS NOTEHOLDER OR UNITHOLDER

            Subject to this clause 8 the Trustee shall upon receipt of a
            Transfer and Acceptance register the transferee in the Register as
            the Noteholder or Unitholder, as applicable, in respect of the
            relevant Registered Notes or Units.

8.7         RIGHTS AND OBLIGATIONS OF TRANSFEREE

            A transferee of Registered Notes or Units pursuant to this Deed
            shall have the following rights and obligations:

            (a)     all those rights which the transferor previously had; and

            (b)     all those obligations of a Noteholder or Unitholder, as
                    provided by this Deed, the corresponding Sub-Fund Notice,
                    the special terms (if any) of the Notes and any applicable
                    Security Trust Deed, as if the transferee was originally a
                    party hereto and thereto.

8.8         WHEN TRANSFER EFFECTIVE

            (a)     Subject to refusal by the Trustee to register same as
                    contemplated by this clause 8, and subject to clause 8.8(b),
                    a Transfer and Acceptance shall be deemed for the purposes
                    of this Deed to take effect from the beginning of the
                    Banking Day on which the Transfer and Acceptance was
                    received by the Trustee except that if a Transfer and
                    Acceptance is received by the Trustee after 4:00 pm Sydney
                    time (or such other time in respect of a Sub-Fund which the
                    Trustee may reasonably determine for this purpose) the
                    Transfer and Acceptance shall not be deemed to be effective
                    until the beginning of the next Banking Day following
                    receipt by the Trustee.

            (b)     Where a Transfer and Acceptance is received by the Trustee
                    during any period when the Register in respect of the Fund
                    is closed for any purpose, the Transfer and Acceptance will,
                    subject to this clause 8.8, be deemed to be effective from
                    the beginning of the first Banking Day on which the Register
                    is re-opened.

            (c)     The provisions of clause 21.1 shall apply to a statement or
                    certificate by the Trustee as to the time of receipt of a
                    Transfer and Acceptance in accordance with this clause 8.8.

8.9         ISSUE OF NEW NOTEHOLDER ACKNOWLEDGEMENT

            Upon registration of a Transfer and Acceptance of Registered Notes
            or Units the Trustee shall issue to the transferee a Noteholder
            Acknowledgement or Unitholder Acknowledgement, as applicable, in the
            transferee's favour in respect of the relevant Registered Notes or
            Units transferred and, where applicable, issue a Noteholder
            Acknowledgement or Unitholder Acknowledgement to the transferor in
            respect of the balance holding retained by the transferor.

8.10        PAYMENTS TO TRANSFEREE

            Subject to this Deed, upon entry of a transferee of Registered Notes
            or Units in the Register the transferee shall ipso facto become
            entitled to receive any payments then due or which become due to the
            holder of the relevant Registered Notes or Units and the Trustee
            shall be discharged for any such payment made to the transferee and,
            without limiting the foregoing, whether or not the entitlement to
            payment wholly or partly arose or accrued prior to the transfer
            PROVIDED ALWAYS that where a transfer is registered after closure of
            the Register as


                                                                              27
<PAGE>

            referred to in clause 15.5(b) but on or prior to the date upon which
            any Noteholder Entitlement or Unitholder Entitlement is due to be
            paid in respect of the transferred Registered Notes or Units then
            that Noteholder Entitlement or Unitholder Entitlement shall be paid
            to the transferor and not the transferee.

8.11        MARKED TRANSFER AND ACCEPTANCE

            Subject to this clause 8.11, a Noteholder in respect of Registered
            Notes shall be entitled from time to time to request the Trustee to
            provide the Noteholder with a Marked Transfer and Acceptance. In
            such event the Noteholder shall deliver the Note Transfer and
            Acceptance to the Trustee and the Trustee shall mark a Note Transfer
            and Acceptance in such manner as agreed from time to time by the
            Trustee and the Manager and issue same to the Noteholder and the
            following provisions shall apply:

            (a)     until the expiry of ninety days (or such substitute period
                    as the Trustee and Manager agree from time to time and as is
                    advised to Noteholders in the relevant Sub-Fund) from the
                    date on which the Note Transfer and Acceptance was marked
                    the Trustee shall not register any transfer of Registered
                    Notes relating to the Marked Transfer and Acceptance
                    otherwise than on that Marked Transfer and Acceptance;

            (b)     the period referred to in sub-paragraph (a) shall not be
                    extended or deemed to be extended by the closing of the
                    Register for any purpose.

            A Marked Transfer and Acceptance shall be issued to a Noteholder by
            personal delivery at the time the Noteholder attends at the offices
            of the Trustee for marking of the Transfer and Acceptance by the
            Trustee.

            If a Noted Security Holder is specified in the Register in relation
            to any Registered Notes, then any request for a Marked Transfer and
            Acceptance from the relevant Noteholder in respect of those
            Registered Notes will be of no effect unless accompanied by the
            written consent of that Noted Security Holder and the Noted Security
            Holder itself may request the Trustee to provide a Marked Transfer
            and Acceptance in accordance with this clause 8.11.

8.12        NO RESTRICTIONS ON TRANSFER

            Subject to this Deed, the corresponding Sub-Fund Notice and the
            special terms and conditions (if any) in relation to the relevant
            Registered Notes, there shall be no restriction on the transfer of
            Registered Notes.

8.13        TRANSMISSION OF ENTITLEMENTS

            Subject to clause 8.11, any person becoming entitled to a Noteholder
            Entitlement or Unitholder Entitlement in consequence of the death or
            bankruptcy of a Noteholder in respect of Registered Notes or a
            Unitholder may, upon producing such evidence as the Trustee requires
            of his said entitlement, elect to be either registered himself as
            the Noteholder or Unitholder, as applicable, or transfer the
            relevant Registered Notes or Units in the manner specified in this
            clause 8.

8.14        WARRANTY ON TRANSFER AND TRANSMISSION

            Upon transfer or transmission of Registered Notes or Units pursuant
            to this Deed the transferor and transferee shall be deemed to have
            warranted to the Trustee that neither as a result of such transfer
            or transmission or the surrounding circumstances shall the
            Registered Notes or Units, as applicable, this Deed or the Security
            Trust Deed (if any) relating thereto require registration with, or
            the approval of, any regulatory authority in any State or with the
            Commonwealth of Australia nor shall there be any requirement with
            any such authority for registration or approval of any offer or
            transfer document.


                                       28
<PAGE>

--------------------------------------------------------------------------------
9.          MANAGEMENT OF THE FUND

9.1         TRUSTEE'S POWERS

            Subject to the provisions of this Deed, any Warehouse Investment
            Deed (only insofar as the it relates to the corresponding Warehouse
            Fund), any Sub-Fund Notice (only insofar as it relates to the
            corresponding Sub-Fund) and subject to any exclusive delegation
            under the Management Deed, the Trustee shall have all the rights,
            powers and discretions over and in respect of Authorised Investments
            of the Funds which it could exercise if it were the absolute and
            beneficial owner of such Authorised Investments. Without in any way
            affecting the generality of the foregoing but subject to the
            Trustee's obligations under, and the provisions of, this Deed, any
            Warehouse Investment Deed (but only insofar as it relates to a given
            Warehousing Fund), any Sub-Fund Notice (only insofar as it relates
            to the corresponding Sub-Fund) and any exclusive delegation under
            the Management Deed, the Trustee shall have the following powers
            (but without limiting the operation of any other provision of this
            Deed conferring further powers on the Trustee):

            (a)     to make Authorised Investments including Loans upon the
                    security of Approved Mortgages as provided by this Deed and
                    to enter into all Collateral Securities in relation thereto
                    (including, without limitation, in accordance with the terms
                    and conditions of clauses 5, 6B and 10 of this Deed);

            (b)     to purchase, sell or acquire any Authorised Investment for
                    cash or upon terms as provided by this Deed (without
                    limitation, in accordance with the terms and conditions of
                    clauses 5, 6B and 10 of this Deed or pursuant to a Sale
                    Agreement);

            (c)     to exercise any power of sale arising on default under any
                    Approved Mortgage or any other right or remedy accruing in
                    respect of a Warehouse Fund or Sub-Fund in relation to any
                    Authorised Investment Support Facility insurance policy or
                    Collateral Securities and to exercise all customary powers
                    authorities and discretions following upon the exercise of
                    that power, right or remedy where the Trustee considers that
                    same is in the interests of the relevant Sub-Fund or the
                    relevant Warehouse Fund;

            (d)     to institute, prosecute, defend, settle and compromise legal
                    or administrative proceedings of any nature whatsoever and
                    generally to enforce and pursue its rights pursuant to and
                    in respect of Authorised Investments;

            (e)     to pay all Fees and Expenses of any Sub-Fund or Warehouse
                    Fund which were properly incurred and payable out of the
                    relevant Sub-Fund or Warehouse Fund;

            (f)     to insure such Authorised Investments for such amounts for
                    such risks and on such conditions as may be deemed necessary
                    by the Trustee having regard to the interests of the
                    relevant Sub-Fund or the relevant Warehouse Fund and to take
                    such action where it considers same to be in the interests
                    of the relevant Sub-Fund or Warehouse Fund as it thinks fit
                    to recover any moneys due to it or which may in the opinion
                    of the Trustee become due to it under any such insurance
                    arrangements;

            (g)     at the written direction of the Manager, to draw endorse
                    discount sell purchase and otherwise deal with bills of
                    exchange and other financial instruments in any manner which
                    the Trustee deems fit;

            (h)     to engage, and, subject to clause 9.6(a) to incur reasonable
                    expenses in relation to, any valuers, solicitors,
                    barristers, accountants, qualified advisers, experts and
                    such other persons as may be necessary, usual or desirable
                    for the purpose of enabling the Trustee to be fully and
                    properly advised and informed in order that it may properly
                    exercise its powers and perform its obligations hereunder;


                                                                              29
<PAGE>


            (i)     to execute all such proxies, powers of attorney and other
                    instruments as may be necessary or desirable to enable the
                    Trustee, the Manager or any officer, delegate or agent of
                    either to exercise any power, discretion or right of the
                    Trustee as the Trustee shall in its absolute discretion see
                    fit;

            (j)     at the written direction of the Manager (but subject to the
                    consent of any relevant Mortgage Insurer if required)
                    consent to any mortgage, lease and/or sub-lease of or
                    dealing with the Land over which an Approved Mortgage is
                    held provided that, in the case of any such mortgage, the
                    Approved Mortgage held by the relevant Sub-Fund or Warehouse
                    Fund is not prejudiced by or ranks or will rank in priority
                    to any dealing for which consent is sought;

            (k)     at the written direction of the Manager (but subject to the
                    consent of any relevant Mortgage Insurer if required) to
                    grant any form of discharge or release or partial discharge
                    or release of any Approved Mortgage or Collateral Securities
                    where same is in the opinion of the Trustee not prejudicial
                    to the relevant Sub-Fund or Warehouse Fund (and, without
                    limitation, will not have the effect of removing an Approved
                    Mortgage from the coverage of any Security Enhancement prior
                    to the receipt of all moneys owing or which may become owing
                    under the Approved Mortgage) and to execute all deeds or
                    other documents as shall be necessary or incidental thereto
                    and to deal with certificates of title or other indicia of
                    title as the Trustee sees fit in relation thereto;

            (l)     in performing its duties to appoint any person as permitted
                    by clauses 9.4 and 9.5 to be delegate, attorney, agent or
                    sub-agent of the Trustee for such purposes and with such
                    powers, discretions and authorities as it thinks fit (not
                    exceeding those vested in the Trustee) with power for the
                    delegate, attorney, agent or sub-agent to sub-delegate any
                    such powers, authorities or discretions and also to
                    authorise the issue in the name of the Trustee of documents
                    bearing facsimile signatures of the Trustee or of the
                    attorney or agent either with or without proper manuscript
                    signatures of their officers thereon;

            (m)     subject to clause 9.4 to exercise any of its powers and
                    perform any of its obligations under this Deed through or in
                    conjunction with any Relevant Clearing System;

            (n)     wherever it thinks it expedient or desirable in the
                    interests of any relevant Sub-Fund or Warehouse Fund, to
                    give any waiver, time or indulgence to any person on such
                    terms as it may in its discretion determine;

            (o)     to borrow and raise moneys from Noteholders as provided in
                    clause 7;

            (p)     subject to clause 20.16, at the written direction of the
                    Manager, to otherwise borrow, raise moneys or procure
                    financial accommodation where the Trustee considers the same
                    to be in the interests of the relevant Sub-Fund or the
                    relevant Warehouse Fund, but in the case of a Warehouse
                    Fund, only with the prior written approval of the
                    Warehousing Investor relating to that Warehouse Fund and in
                    the case of a Sub-Fund to which a Current Rating Authority
                    is applicable only where the Trustee receives a certificate
                    from the Manager that the Manager is satisfied that the same
                    will not result in a reduction, qualification or withdrawal
                    of the rating assigned by such Current Rating Authority to
                    the Notes (or the Specified Investor Securities, as the case
                    may be) in respect of that Sub-Fund and in any case upon
                    such terms and conditions as the Manager thinks fit and that
                    are acceptable to the Trustee (acting reasonably) provided
                    always in the case of a Sub-Fund that, subject to the
                    corresponding Sub-Fund Notice, the repayment of any such
                    moneys or financial accommodation and any interest, costs,
                    charges or other moneys accruing thereon or payable in
                    relation thereto are each fully subordinated to the rights
                    of Noteholders in the relevant Sub-Fund to the payment of
                    Noteholder Entitlements;

                                                                              30
<PAGE>


            (q)     subject to clause 20.16, to enter into, vary and perform its
                    obligations under any Warehouse Investment Deed or any other
                    deed, agreement or arrangement collateral or incidental to
                    any such Warehouse Investment Deed, all containing such
                    terms and conditions as the Manager thinks fit and that are
                    acceptable to the Trustee (acting reasonably);

            (r)     subject to clause 20.16, to enter into, vary and perform its
                    obligations under any Security Trust Deed containing such
                    terms and conditions as the Manager thinks fit and that are
                    acceptable to the Trustee (acting reasonably);

            (s)     subject to clause 20.16, to enter into, vary and perform its
                    obligations under any Distribution Agreement (and give any
                    indemnity thereunder) on such terms and conditions as the
                    Manager thinks fit and that are acceptable to the Trustee
                    (acting reasonably);

            (t)     subject to clause 20.16, to enter into, vary and perform its
                    obligations under any Origination Agreement on such terms
                    and conditions as the Manager thinks fit and that are
                    acceptable to the Trustee (acting reasonably);

            (u)     subject to clause 20.16, to enter into, vary and perform its
                    obligations under any Sale Agreement containing such terms
                    and conditions as the Manager thinks fit and that are
                    acceptable to the Trustee (acting reasonably);

            (v)     to enter into Title Insurance Policies in respect of Loans
                    and Approved Mortgages with a Title Insurer;

            (w)     subject to clause 20.16, to enter into, vary and perform its
                    obligations under any Support Facility containing such terms
                    and conditions as the Manager thinks fit and that are
                    acceptable to the Trustee (acting reasonably);

            (x)     subject to clause 20.16, to enter into, vary and perform its
                    obligations under any Issuing Document containing such terms
                    and conditions as the Manager thinks fit and that are
                    acceptable to the Trustee (acting reasonably);

            (y)     to exercise any other power in relation to a Fund as is
                    conferred on the Trustee under the corresponding Warehouse
                    Investment Deed (in the case of a Warehouse Fund) or the
                    corresponding Sub-Fund Notice (in the case of a Sub-Fund);
                    and

            (z)     subject to clauses 9.6(b) and 20.16, with the written
                    agreement of the Manager, to do all such things incidental
                    to any of the foregoing powers or necessary or convenient to
                    be done for or in connection with any Fund or the Trustee's
                    functions under this Deed PROVIDED THAT the Trustee may act
                    pursuant to this clause without the written agreement of the
                    Manager if in its bona fide opinion to do so would be in the
                    interests of the Noteholders of a Sub-Fund or necessary to
                    maintain the rating assigned by a Current Rating Authority
                    (if any) to the Notes (or Specified Investor Securities, as
                    the case may be) in respect of a Sub-Fund.

            The Trustee's rights, powers and discretions under this Deed shall
            be exercised by such persons, or exercised in conjunction with, with
            the approval of, or at the discretion of such persons, as
            contemplated by this Deed or any other Transaction Document.

9.2         NO RESTRICTION ON TRUSTEE'S AND MANAGER'S BUSINESS

            Nothing contained in this Deed shall prevent the Trustee and the
            Manager from establishing or acting as trustee or manager of any
            trust or trusts separate from the trusts created by this Deed.


                                                                              31
<PAGE>


9.3         POWERS AND DUTIES OF MANAGER

            Notwithstanding any other provision of this Deed (except clause
            9.5), the Trustee shall appoint the Manager and/or other persons as
            directed by the Manager upon such terms and conditions (including as
            to fees and remuneration) and with such rights, powers and
            discretions and limitations on liability as the Trustee thinks fit,
            to undertake the following duties and obligations, and to exercise
            the following rights, powers and discretions and the Trustee shall
            thereafter have no duty or obligation to Noteholders, any
            Warehousing Investor, the Unitholders of any Sub-Fund or any other
            person except as expressly provided in this Deed in relation to such
            duties, obligations, rights, powers and discretions:

            (a)     processing applications for and facilitating Loans;

            (b)     raising funds from potential Noteholders;

            (c)     selecting, and making arrangements for Authorised
                    Investments, managing, monitoring and supervising Authorised
                    Investments and facilitating the payment to the Trustee of
                    all income and principal and other payments arising from or
                    in respect of Authorised Investments;

            (d)     establishing and monitoring Support Facilities in respect of
                    each Sub-Fund and Warehouse Fund and making any claims and
                    applications thereunder;

            (e)     dealing with Mortgagors, Mortgage Insurers, other insurers
                    and other persons in respect of Authorised Investments or
                    proposed Authorised Investments;

            (f)     the appointment and termination of, and making all
                    arrangements and dealings with Originators including,
                    without limitation, the setting of fees payable from a
                    Sub-Fund or a Warehouse Fund to any Originator;

            (g)     the establishment and maintenance of records in relation to
                    Authorised Investments (other than the Register);

            (h)     the establishment and maintenance of books of account and
                    other accounting records of the Funds and each Sub-Fund and
                    Warehouse Fund; and

            (i)     where the Manager considers that it will not be prejudicial
                    to the relevant Sub-Fund or Warehouse Fund and where, in the
                    case of a Sub-Fund, the Manager has an opinion from the
                    Auditor of such Sub-Fund that such a declaration would not
                    have an adverse tax impact on the Sub-Fund, and in the case
                    of a Warehouse Fund, the Manager has received a notice in
                    writing from the corresponding Warehousing Investor (which
                    may be contained in any applicable Warehousing Investment
                    Deed), to execute and deliver a certificate to the Trustee
                    declaring that a period other than or in addition to the
                    periods referred to in the definition of Financial Year
                    contained in clause 1.1 shall constitute a Financial Year
                    for the Funds or any Sub-Fund or Warehouse Fund (as the case
                    may be).

            Notwithstanding any other provision of this Deed, if the Trustee
            fails to make any payment when due to a Noteholder in respect of any
            Notes in circumstances where the Trustee has funds available to it
            for the purpose of making such payment, the Manager is authorised
            and obliged to take such steps as are reasonable in the
            circumstances to ensure that payment occurs to the extent of
            available funds.

            Neither the Manager nor any other person appointed by the Trustee in
            accordance with this clause 9.3 shall by virtue of this clause 9.3
            or otherwise be deemed to be an agent, attorney, sub-agent or
            partner of the Trustee or, in the case of any such other person, of
            the Manager in exercising their rights, powers and discretions and
            in performing their duties and obligations under or pursuant to this
            clause 9.3, the Manager and any other such person being independent


                                                                              32
<PAGE>



            contractors in all respects in relation thereto and neither the
            Manager nor any other such person shall use the Trustee's name or
            title (or, in the case of any other such person, the Manager's name
            or title) in relation to their rights, powers, discretions, duties
            and obligations hereunder unless expressly authorised in writing by
            the Trustee (or, in the case of any other such person and the
            Manager's name or title, unless expressly authorised in writing by
            the Manager).

9.4         DELEGATION TO A RELEVANT CLEARING SYSTEM

            The Trustee shall, where the Manager considers it appropriate,
            delegate any of the matters referred to in clause 9.1 (in whole or
            in part) relating to the establishment and maintenance of the
            Register and/or the clearing of transactions involving Notes to
            Austraclear or such other Relevant Clearing System as is agreed
            between the Trustee and the Manager provided that no such delegation
            shall take place in respect of a Sub-Fund unless the Trustee
            receives a certificate from the Manager that the Manager is
            satisfied that the then rating assigned to the Notes (or Specified
            Investor Securities, as the case may be) by each Current Rating
            Authority (if any) for the Sub-Fund that has issued the Notes will
            be maintained notwithstanding any such delegation. In order to
            facilitate any such delegation the Trustee shall, if so directed by
            the Manager, enter Austraclear or such other Relevant Clearing
            System as the holder of the relevant Noteholder Entitlements,
            Warehousing Investor Entitlements or Unitholder Entitlements.

9.5         DELEGABLE AND NON-DELEGABLE DUTIES OF TRUSTEE

            The Trustee may, in its absolute discretion, delegate to the Manager
            and/or any other person reasonably believed by the Trustee to be
            competent, any of its trusts, duties, powers and discretions
            hereunder save and except:

            (a)     subject to the penultimate paragraph in clause 9.3, the
                    receipt and payment of money;

            (b)     the custody of Title Documents (save and except where held
                    by an Approved Solicitor, a Title Insurer or a Mortgage
                    Insurer); and

            (c)     any right of enforcement or recovery which the Trustee
                    possesses as Trustee of a Sub-Fund or Warehouse Fund
                    including any right of action which it may possess in
                    respect of a default under an Approved Mortgage or right of
                    action under a Support Facility,

            PROVIDED THAT:

            (d)     the Trustee may delegate the matters referred to in
                    paragraphs (a)-(c) of this clause to a Related Body
                    Corporate of the Trustee but the Trustee shall be liable for
                    any fraud, negligence or wilful default on the part of any
                    such Related Body Corporate;

            (e)     subject to clauses 9.6(b) and (c), the Trustee or any
                    Related Body Corporate delegate thereof may only exercise
                    its rights of enforcement, recovery and action referred to
                    in paragraph (c) of this clause, with the approval or
                    concurrence of the Manager; and

            (f)     the Trustee may in its absolute discretion delegate the
                    matters referred to in paragraphs (a) and (c) of this clause
                    to the Manager or any other person if directed to by the
                    Manager.

9.6         DURATION OF CERTAIN LIMITATIONS

            (a)     The requirement in clause 9.1(h) that the Trustee may only
                    incur reasonable expenses in relation to engaging the
                    persons referred to therein shall not apply if:



                                                                              33
<PAGE>

                    (i)     the Trustee bona fide believes it is necessary to
                            engage such a person or persons in order to protect
                            the interests of Noteholders;

                    (ii)    there has been a failure (which is continuing) to
                            pay any amount due and payable on Notes; or

                    (iii)   the Trustee bona fide believes that it is necessary
                            to engage such a person or persons in order to
                            properly perform its functions under this Deed.

            (b)     The requirement in clause 9.1(y) that the Trustee cannot
                    exercise its powers thereunder without obtaining the written
                    agreement of the Manager and the proviso to clause 9.5(c) in
                    clause 9.5(e) shall not apply if:

                    (i)     unless otherwise agreed by the Trustee (in its
                            absolute discretion), Macquarie Securitisation
                            Limited is no longer the Manager; or

                    (ii)    the Manager is in default of its material
                            obligations or duties under this Deed or the
                            Management Deed.

            (c)     The proviso to clause 9.5(c) in clause 9.5(e) shall, in
                    addition to clause 9.6(b), also not apply if the Trustee or
                    any Related Body Corporate delegate thereof is of the bona
                    fide opinion that to exercise such rights of enforcement,
                    recovery and action referred to in clause 9.5(c) would be in
                    the interests of the Noteholders of a Sub-Fund or necessary
                    to maintain the rating assigned by a Current Rating
                    Authority (if any) to the Notes (or Specified Investor
                    Securities, as the case may be) in respect of a Sub-Fund.

--------------------------------------------------------------------------------
10.         INVESTMENT OF THE FUND


10.1        AUTHORISED INVESTMENTS ONLY

            Subject to this Deed, each Sub-Fund and Warehouse Fund shall
            comprise only assets and property which at the date of acquisition
            shall be Authorised Investments. Subject to clause 6B, no Authorised
            Investments may be acquired as assets of a Sub-Fund to which a
            Current Rating Authority is applicable if the consideration for the
            principal component of that Authorised Investment is an amount
            greater than its Face Value unless each Current Rating Authority in
            respect of that Sub-Fund confirms to the Manager that such
            acquisition will not result in a downgrade, qualification or
            withdrawal of any credit rating assigned by it to the Notes or
            Specified Investor Securities of that Sub-Fund. The Trustee shall
            not acquire any partial interest in any Authorised Investment.

10.2        PRIMARY INVESTMENT POLICY

            The primary investment policy of each of the Funds shall be to
            invest in Loans upon the security of Approved Mortgages either
            directly or indirectly through the acquisition of mortgaged-backed
            securities.

10.3        DISPOSAL OR REALISATION OF AUTHORISED INVESTMENTS

            (a)     Subject to clauses 10.3(b) and (c), the terms of any
                    applicable Sub-Fund Notice or Security Trust Deed and the
                    terms of any Support Facility, Authorised Investments in
                    respect of a Sub-Fund shall be held until their maturity
                    (and the Trustee shall accordingly not have power to dispose
                    of or realise any Authorised Investment in a Sub-Fund)
                    provided however that nothing in this Deed shall affect the
                    rights and powers and duties and obligations of the Trustee
                    in relation to enforcing its rights in respect of any
                    default under an Approved Mortgage or otherwise in relation
                    to any


                                                                              34
<PAGE>


                    Authorised Investment or Support Facility.

            (b)     The Trustee may dispose of or realise any Authorised
                    Investment of a Sub-Fund, other than any Approved Mortgages
                    or Loans or Collateral Securities relating to an Approved
                    Mortgage, prior to its maturity date, including by transfer
                    of such Authorised Investment to the Trustee as trustee of
                    another Fund, provided that no such Authorised Investment is
                    to be sold for less than its Face Value plus accrued
                    interest unless the Manager has received confirmation from
                    each Current Rating Authority in relation to the Sub-Fund
                    that the proposed sale will not result in a reduction,
                    qualification or withdrawal of any credit rating then
                    assigned by the relevant Current Rating Authority to the
                    Notes or Specified Investor Securities in relation to the
                    Sub-Fund.

            (c)     The Trustee has power to dispose of or realise Approved
                    Mortgages, and any Loans or Collateral Securities relating
                    to an Approved Mortgage, in accordance with clause 6B or in
                    accordance with the terms of a Sale Agreement or an
                    Origination Agreement.

            (d)     Subject to clauses 5.5(b), 10.1 and 10.2 there shall be no
                    restriction on the disposal or realisation of or temporary
                    investment or reinvestment in Authorised Investments in a
                    Warehouse Fund.

10.4        TEMPORARY INVESTMENT OF CASH AND LIMITATION ON MATURITY OF
            AUTHORISED INVESTMENTS

            (a)     Subject to clause 9.3, the Trustee shall in respect of a
                    Sub-Fund be entitled to cause cash on hand not required for:

                    (i)     immediate payment of Fees and Expenses; or

                    (ii)    immediate payment to Noteholders or Unitholders, to
                    be invested in any other Authorised Investment as the
                    Trustee, upon the director of the Manager, thinks fit
                    provided that (subject to this Deed and the corresponding
                    Sub-Fund Notice) to the extent that such Authorised
                    Investments represent moneys required for the payment of
                    liabilities of the Sub-Fund they must mature on a date on
                    or before the due date for payment of those liabilities.

            (b)     No Authorised Investment, having a stated maturity, of a
                    Sub-Fund shall mature later than the Banking Day prior to
                    the day upon which the Face Value of all Notes of that
                    Sub-Fund must be repaid, or have been repaid, in full.

10.5        SUPPORT FACILITIES

            (a)     Subject to clauses 10.5(b) and (c), the Trustee shall in
                    relation to any Sub-Fund or Warehouse Fund, on the prior
                    written direction of the Manager, enter into or acquire and
                    perform, Support Facilities on such terms and conditions as
                    the Manager thinks fit and that are acceptable to the
                    Trustee (acting reasonably).

            (b)     In relation to a Sub-Fund to which a Current Rating
                    Authority is applicable, and subject to the corresponding
                    Sub-Fund Notice, any Hedge Arrangement and Stand-by
                    Arrangement shall be entered into by the Trustee on or prior
                    to the initial date upon which the Trustee issues Notes as
                    trustee of that Sub-Fund provided that:

                    (i)     the Trustee may, on the prior written direction of
                            the Manager, enter into a new Hedge Arrangement or a
                            Standby Arrangement as trustee of a Sub-Fund, if and
                            only if, the Trustee receives a certificate from the
                            Manager that the Manager is satisfied that the then
                            rating of the Notes



                                       35
                                                                          <PAGE>

                            (or Specified Investor Securities, as the case may
                            be) in respect of that Sub-Fund by that Current
                            Rating Authority will not be downgraded as a result
                            of the entering into of such Hedge Arrangement or
                            Standby Arrangement; and

                    (ii)    the Trustee may, on the prior written direction of
                            the Manager, substitute a new Hedge Arrangement or a
                            new Stand-by Arrangement for any existing Hedge
                            Arrangement or Stand-by Arrangement entered into in
                            accordance with this clause 10.5(b), if and only if,
                            the Trustee receives a certificate from the Manager
                            that the Manager considers the same is in the
                            interests of that Sub-Fund and that the then rating
                            of the Notes (or Specified Investor Securities, as
                            the case may be) in respect of that Sub-Fund by that
                            Current Rating Authority will not be downgraded as a
                            result of such substitution.

            (c)     The Trustee shall not be obliged to enter into any Support
                    Facility unless and until the Trustee is satisfied in its
                    absolute discretion that the Trustee will not incur any
                    personal liability in respect thereof or that any such
                    personal liability is limited in such manner as the Trustee
                    in its absolute discretion thinks fit.

            (d)     Nothing in this clause or elsewhere contained in this Deed
                    shall be construed as requiring that any given Sub-Fund has
                    the benefit of any Support Facility.

10.6        RATED NOTES OR SPECIFIED INVESTOR SECURITIES

            (a)     If at any time Notes of a given Sub-Fund are rated by a
                    Current Rating Authority and for so long as the rating of
                    the Notes of the Sub-Fund by that Current Rating Authority
                    is current the Manager shall not knowingly direct the
                    Trustee to make any investment or enter into any contractual
                    commitment to make an investment nor shall the Manager
                    knowingly do any other thing in relation to that Sub-Fund
                    that would result in a reduction, qualification or
                    withdrawal of the rating by that Current Rating Authority.

            (b)     If the special terms (if any) of any Notes of a given
                    Sub-Fund, or the Sub- Fund Notice in relation to that
                    Sub-Fund, specify Specified Investor Securities which are
                    rated by a Current Rating Authority, then for so long as the
                    rating of those Specified Investor Securities by that
                    Current Rating Authority is current the Manager shall not,
                    in connection with the relevant Sub-Fund, knowingly direct
                    the Trustee to make any investment or enter into any
                    contractual commitment to make an investment, nor shall the
                    Manager knowingly do any other thing in relation to that
                    Sub-Fund that would result in a reduction, qualification or
                    withdrawal of the rating of those Specified Investor
                    Securities by that Current Rating Authority.

10.7        DOWNGRADING OF COUNTERPARTIES

            If the rating (if any) by a Current Rating Authority for a Sub-Fund
            of a party providing a Support Facility in respect of the Sub-Fund
            is downgraded and a Current Rating Authority has downgraded, or has
            indicated that it proposes to downgrade, its rating of Notes or any
            class of Notes (or Specified Investor Securities, as the case may
            be) in respect of the Sub-Fund, the Trustee shall, if required by
            the Manager, promptly enter into any substitute or additional
            Support Facility identified by the Manager, and on such terms
            required by the Manager (subject to clauses 10.5 and 20.16), to
            maintain the rating of such Notes (or Specified Investor Securities,
            as the case may be) as it stood prior to such downgrading or
            proposed downgrading of the rating of such party.

10.8        ISSUE OF UNRATED STOCK

            Nothing in this Deed including, without limiting the generality of
            the foregoing, this clause 10

                                                                              36
<PAGE>

            shall be construed as preventing the Trustee from issuing Notes as
            trustee of a Sub-Fund which are unrated by any Rating Authority.

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11.         COVENANTS AND DUTIES OF THE TRUSTEE


11.1        GENERAL OBLIGATION

            Having regard to the terms of this Deed the Trustee covenants that
            it shall exercise all due care and diligence in carrying out its
            powers, duties and discretions in accordance with this Deed, shall
            protect to the extent permitted herein the rights and interests of
            each Sub-Fund and Warehouse Fund, shall conduct itself in a proper
            and efficient manner and shall use reasonable endeavours to ensure
            that the management of the transactions to which this Deed and any
            other Transaction Document relates and which are the Trustee's
            responsibility under this Deed or any other Transaction Document are
            carried on and conducted in a proper and efficient manner.

11.2        SPECIFIC DUTIES OF THE TRUSTEE

            Subject to the provisions of this Deed and any corresponding
            Sub-Fund Notice or Warehousing Investment Deed (and, without
            limitation, clause 9.3) the Trustee shall:

            (a)     supervise the Authorised Investments including, without
                    limitation, receiving the rents, profits, interest and/or
                    net proceeds of sale or disposal arising from such
                    Authorised Investments;

            (b)     make Loans upon the security of Approved Mortgages and lend
                    its name as mortgagee thereto as trustee on behalf of the
                    relevant Sub-Fund or Warehouse Fund (as the case may be);

            (c)     make claims on Mortgage Insurers and any other insurer or
                    provider of a Security Enhancement in respect of Authorised
                    Investments in a timely manner;

            (d)     maintain or cause to be maintained the Accounts and ensure
                    that all moneys raised from the issue of Notes and all
                    proceeds of the Authorised Investments are promptly paid
                    into the relevant Account;

            (e)     draw cheques, orders and requests and other necessary
                    documents in relation to the relevant Account when payments
                    in or out of that Account are required;

            (f)     keep the Register pursuant to clause 15 and records of all
                    Authorised Investments;

            (g)     appoint and maintain the appointment of the Auditor for each
                    Warehouse Fund and Sub-Fund in accordance with clause 13;

            (h)     establish and keep the books, records and accounts required
                    pursuant to clause 13 other than those the responsibility of
                    the Manager under clause 9.3;

            (i)     make payments of moneys required pursuant to this Deed or
                    any other Transaction Document to the extent of moneys
                    available to it for that purpose from the relevant Sub-Fund
                    or Warehouse Fund;

            (j)     use its best endeavours to ensure the timely enforcement of
                    the Trustee's rights and remedies under Approved Mortgages,
                    Collateral Securities, insurance policies, Support
                    Facilities and generally in relation to Authorised
                    Investments where it considers same is necessary or
                    desirable in the interests of the relevant Sub-Fund or
                    Warehouse Fund;

            (k)     act continuously as Trustee of the Funds set forth until
                    such trusts are determined as

                                                                              37
<PAGE>

                    herein provided or it has retired or been removed as
                    trustee;

            (l)     except as in this Deed provided, not sell, mortgage, charge,
                    encumber, deal with or part with the possession of (or
                    permit the Manager or any nominee agent or custodian of the
                    Trustee so to do) any of the Authorised Investments of any
                    Sub-Fund or Warehouse Fund;

            (m)     hold all Authorised Investments and Title Documents in
                    relation to any Authorised Investments or the evidence of
                    title for the same together with all other documents usually
                    held in accordance with ordinary commercial practice in
                    relation to those Authorised Investments except where they
                    are held in safe custody by a third party as agent for the
                    Trustee being a Related Body Corporate of the Trustee, an
                    Approved Solicitor or (where appropriate) Austraclear or
                    such other Relevant Clearing System;

            (n)     keep records of all documents held by it in custody and, if
                    requested by the Manager, notify the Manager of the details
                    of such documents;

            (o)     not raise or borrow any moneys except as expressly provided
                    by this Deed;

            (p)     without limiting clause 11.2(j), promptly advise the Manager
                    and/or any relevant Originator (as the case may be) of any
                    material default of which the Trustee is aware in their
                    respective obligations to the Trustee as trustee of a
                    Sub-Fund or Warehouse Fund and enforce any rights it may
                    have against the Manager any relevant Originator or any
                    delegate or agent of the Trustee or any third party to
                    recover any moneys due to or loss suffered by any Sub-Fund
                    or Warehouse Fund;

            (q)     use its best endeavours to observe all of the terms and
                    conditions of all Support Facilities (including, without
                    limitation, paying all amounts owing thereunder or agreed to
                    be made in relation thereto) and to maintain all Support
                    Facilities;

            (r)     cause the Manager and any Originator to maintain proper
                    books of account relating to Loans and in relation to
                    insurance policies and Collateral Securities associated
                    therewith; and

            (s)     provide or cause to be provided in a timely manner to any
                    Current Rating Authority (if any) for a Sub-Fund such
                    notices, reports, advices or other documents as provided by
                    this Deed or as otherwise agreed from time to time by the
                    Manager with the Current Rating Authority and notified by
                    the Manager to the Trustee.

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12.         BANK ACCOUNTS

12.1        OPENING OF ACCOUNTS

            (a)     The Trustee shall open a separate account with a Bank in
                    respect of each Warehouse Fund and Sub-Fund constituted
                    pursuant to this Deed. The Trustee may open such additional
                    accounts with a Bank in respect of a Warehouse Fund or a
                    Sub-Fund as it sees fit provided always that, subject to
                    clause 12.6, no moneys held by the Trustee in respect of a
                    Sub-Fund or a Warehouse Fund shall be co-mingled with any
                    moneys held by the Trustee in respect of another Sub-Fund or
                    Warehouse Fund.

            (b)     Each Account shall be opened by the Trustee in its name
                    and/or the name of the relevant Warehouse Fund or Sub-Fund
                    (as the case may be) with such Bank as the Manager may from
                    time to time select.

            (c)     No Account shall be used for any purpose other than for the
                    relevant Warehouse Fund or Sub-Fund (as the case may be) in
                    respect of which that Account is opened.

                                                                              38
<PAGE>

12.2        OPERATION

            (a)     The Trustee shall ensure that the only authorised
                    signatories for any Account are officers or employees of the
                    Trustee or a Related Body Corporate of the Trustee.

            (b)     Neither the Manager nor any Originator may deal with any
                    Account or the moneys in any Account in any way.

            (c)     The Trustee shall operate each of the Accounts in accordance
                    with this clause 12.

12.3        DEPOSITS

            (a)     Except in respect of business transacted through the
                    Austraclear System (or any other Relevant Clearing System),
                    the Trustee shall, subject to clause 12.3(c), pay into the
                    relevant Account:

                    (i)     all subscription moneys raised in respect of Notes
                            and other moneys deposited with the Trustee in
                            respect of the relevant Warehouse Fund or Sub-Fund
                            (as the case may be);

                    (ii)    all proceeds of the Authorised Investments and
                            Support Facilities in respect of the relevant
                            Warehouse Fund or Sub-Fund (as the case may be); and

                    (iii)   all other moneys received by the Trustee in respect
                            of the relevant Warehouse Fund or Sub-Fund (as the
                            case may be),

                    except  where such moneys are to be applied on the same day
                    in  accordance with this Deed or the relevant Warehousing
                    Investment Deed or Sub-Fund Notice, in which case the
                    Trustee will see to such application.

            (b)     The Trustee shall ensure that it is a term of appointment of
                    the Manager that the Manager agrees to pay all moneys
                    received by it which properly accrue to any Warehouse Fund
                    or Sub-Fund forthwith to the relevant Account.

            (c)     No moneys shall be deposited into an Account unless a
                    deposit to that Account is an Authorised Investment.

12.4        WITHDRAWALS

            The Trustee shall withdraw funds from the relevant Account and apply
            the same when necessary for:

            (a)     purchasing Authorised Investments in compliance with this
                    Deed and making payments required in connection with
                    Authorised Investments;

            (b)     making payment to Noteholders, Unitholders or Warehousing
                    Investors; and

            (c)     making payment to itself, the Manager, Originators,
                    Austraclear (or any other Relevant Clearing System) or any
                    other person(s) of amounts entitled to be paid to or
                    retained for their respective benefits and accounts under
                    this Deed or any other Transaction Document.

12.5        TRUST MONEYS

            Moneys received by the Trustee as trustee of each Warehouse Fund
            and/or Sub-Fund shall be deposited in the relevant Account and shall
            be held by the Trustee on the terms of the trust of the relevant
            Warehouse Fund or Sub-Fund (as the case may be).


                                                                              39
<PAGE>


12.6        COMBINED ACCOUNT

            Notwithstanding anything to the contrary in this Deed, the Trustee
            may, on the direction of the Manager, open one or more accounts with
            a Bank (each a "COMBINED ACCOUNT"), in addition to the Accounts
            referred to in clause 12.1, into which the Trustee may pay moneys
            received by the Trustee in respect of two or more Funds. The
            following provisions will apply in relation to each Combined
            Account:

            (a)     the Trustee may only withdraw funds from the Combined
                    Account to be paid into an Account in respect of a Fund or
                    to be applied towards payments in respect of a Fund referred
                    to in clause 12.4(a) to (c) (inclusive);

            (b)     the Trustee must keep a record in respect of the Combined
                    Account and each Fund of:

                    (i)     all moneys received by the Trustee in respect of the
                            Fund which are deposited in the Combined Account;

                    (ii)    all moneys withdrawn from the Combined Account and
                            applied in respect of the Fund pursuant to clause
                            12.6(a);

                    (iii)   any fees, charges, taxes or other expenses
                            apportioned to the Fund in respect of the Combined
                            Account and paid from funds held in the Combined
                            Account pursuant to clause 12.6(c);

                    (iv)    any interest credited to the Combined Account and
                            apportioned to the Fund pursuant to clause 12.6(d);
                            and

                    (v)     the Balance of the Combined Account in respect of
                            the Fund.

                    The "BALANCE" of the Combined Account in respect of a Fund
                    means at any time the aggregate of all moneys in respect of
                    the Fund previously deposited into the Combined Account and
                    any interest earned in respect of the Combined Account
                    previously apportioned to the Fund less the aggregate of all
                    moneys previously withdrawn from the Combined Account and
                    applied in respect of the Fund and any fees, taxes, charges
                    or other expenses in respect of the Combined Account
                    previously apportioned to the Fund;

            (c)     any fees, charges, taxes or other expenses in respect of a
                    Combined Account must be apportioned between the Funds on
                    the following basis:

                    (i)     first, any fees, charges, taxes or other expenses
                            which relate directly to a transaction in respect of
                            the Combined Account which relates to a particular
                            Fund must be apportioned to that Fund;

                    (ii)    then, any remaining fees, charges, taxes or other
                            expenses must be apportioned between the Funds which
                            have a Balance in respect of the Combined Account
                            when the fee, charge, tax or expense is incurred
                            based upon their then respective Balances.

                    Such fees, charges, taxes or other expenses apportioned to a
                    Fund may be paid by the Trustee from the funds held in the
                    Combined Account (provided that this would not cause the
                    Combined Account to have a negative balance in respect of
                    the Fund) or from other assets of the Fund;

            (d)     any interest earned in respect of a Combined Account will be
                    apportioned between the Funds which have a Balance in the
                    Combined Account at the time that such interest accrues in
                    the manner agreed by the Trustee and the Manager from time
                    to


                                                                              40
<PAGE>

                    time;

            (e)     the Trustee must not withdraw funds from the Combined
                    Account to be applied in respect of a Fund in excess of the
                    then Balance of the Combined Account in respect of that
                    Fund;

            (f)     the Trustee will hold the Combined Account on trust as
                    trustee of each Fund which has a Balance in the Combined
                    Account, proportionally for each such Fund based on the
                    amount of its Balance; and

            (g)     the Combined Account must:

                    (i)     not be an account under which the Trustee may draw
                            funds in excess of the balance of funds held in the
                            account;

                    (ii)    be on terms under which the relevant Bank agrees
                            that it will not:

                            A.      set-off any funds held in the account
                                    against amounts owing to the Bank by the
                                    Trustee or any other person; or

                            B.      combine the account with any other account
                                    held with the Bank by the Trustee or any
                                    other person.

13.         ACCOUNTS AND AUDIT

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13.1        RECORDS

            Subject to this Deed, the Trustee shall:

            (a)     keep or cause to be kept proper and timely records and
                    accounts of each Sub-Fund and Warehouse Fund in separate
                    books of account in relation to the transactions entered by
                    the Trustee arising from or in connection with this Deed and
                    any other Transaction Document and, without limitation, all
                    payments and receipts and details of the Sub-Funds and
                    Warehouse Funds to which those payments and receipts relate,
                    and shall maintain same in such manner as will permit a
                    convenient audit thereof; and

            (b)     keep those records and books of account at the Trustee's
                    registered office or at such other place as the Trustee may
                    from time to time nominate and keep those records and books
                    of account open at all reasonable times for any relevant
                    inspection by the Auditor.

13.2        MATTERS TO BE DETERMINED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES

            The treatment of any amount received or disbursed by the Trustee,
            the determination of the net income of a Fund and whether any item
            is of a capital or income nature shall be determined, and the
            accounts of each Fund shall be maintained, in accordance with
            generally accepted Australian accounting principles and practices.

13.3        ANNUAL AUDITED ACCOUNTS

            The Trustee shall require the Auditor to audit the annual accounts
            prepared by the Manager in respect of each Fund unless, in the case
            of a Warehouse Fund, otherwise required in writing by the
            Warehousing Investor relating thereto. The Manager shall upon
            receiving a copy of the audited accounts for a Sub-Fund from the
            Trustee or the Auditor, promptly forward or cause to be forwarded
            the same to each Current Rating Authority (if any) for that
            Sub-Fund.



                                                                              41
<PAGE>

13.4        TAX RETURNS

            The Manager must prepare and lodge (or cause to be prepared and
            lodged), for signing by the Trustee, all necessary income tax
            returns for each Fund, unless, in the case of a Warehouse Fund,
            otherwise required in writing by the Warehousing Investor relating
            thereto. All such tax returns must be prepared and submitted to the
            relevant authorities within the prescribed time limits.

13.5        CHECK OF RECORDS BY AUDITOR

            Unless otherwise required by a Warehousing Investor in writing to
            the Trustee in relation to its Warehouse Fund, at least once a year
            the Auditor shall examine the books and records and accounts
            relating to each Fund (including those maintained by, in the custody
            of or under the control of the Manager and the Trustee) and report
            to the Trustee and the Manager the result of such examination.

13.6        APPOINTMENT OF AUDITOR

            (a)     Subject to any contrary agreement with a Warehousing
                    Investor in respect of its Warehouse Fund, the Auditor of a
                    Warehouse Fund or Sub-Fund shall be a registered company
                    auditor which is a nationally recognised and reputable firm
                    approved by the Manager.

            (b)     Such Auditor may also be the company auditor of the Trustee
                    or the Manager but may not be an officer of the Trustee or
                    of the Manager.

13.7        REMOVAL AND RETIREMENT OF AUDITOR

            (a)     Subject to any contrary requirement of a Warehousing
                    Investor in respect of its Warehouse Fund, the Trustee after
                    consulting with the Manager may from time to time remove the
                    Auditor of a Warehouse Fund or Sub-Fund provided it has
                    appointed in its place for the Warehouse Fund or Sub-Fund
                    (as the case may be) another registered company auditor
                    which is a nationally recognised and reputable firm approved
                    by the Manager.

            (b)     If an Auditor retires the Trustee shall appoint a registered
                    company auditor which is a nationally recognised and
                    reputable firm to fill the vacancy thus ensuing.

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14.         APPLICATION OF MONEYS RECEIVED

14.1        PAYMENTS

            (a)     Subject to the terms of the corresponding Sub-Fund Notice or
                    Warehousing Investment Deed and any relevant special terms
                    applying to Notes, Issuing Document or Security Trust Deed,
                    failure of the Trustee for any reason to make a payment due
                    to a Noteholder, the Trustee in its capacity as trustee of a
                    Warehouse Fund or Sub-Fund, a Warehousing Investor, a
                    Unitholder the Manager or any other person on the due date
                    for payment, shall not entitle any such person to require
                    the Trustee to pay to him additional interest or, in the
                    case of non-payment of interest, to require (for example)
                    premature payment of the Face Value of Notes.

            (b)     Subject to this clause 14, payment of moneys due to
                    Noteholders, any Warehousing Investor or Unitholder may be
                    made:

                    (i)     in the case of payments in respect of Registered
                            Notes, by payment to a bank account nominated by
                            such person as recorded in the Register, by cheque
                            made payable to such person and sent to its
                            Registered Address,


                                                                              42
<PAGE>

                            by means of electronic transfer through Austraclear
                            (or any other Relevant Clearing System) or in such
                            other manner as such person may in writing direct
                            and the Trustee approve; and

                    (ii)    in the case of payments in respect of Notes issued
                            under an Issuing Document, in the manner specified
                            in that Issuing Document.

            (c)     Subject to any relevant Issuing Document, the Trustee or any
                    person making payments on behalf of the Trustee may deduct
                    tax imposed by any Governmental Agency from payments in
                    respect of any Notes or Units where the Trustee, or such
                    person, considers this is required in accordance with the
                    Tax Act or any other applicable law. For the purposes of
                    this clause a certificate pursuant to section 15-15 of
                    Schedule 1 to the Tax Administration Act 1953 (Cth.), a tax
                    file number, an Australian Business Number or any other
                    relevant document or information provided by a Noteholder or
                    Unitholder will be considered not to have been produced to
                    the Trustee unless it is produced to the Trustee not later
                    than close of business on the second Banking Day immediately
                    preceding the relevant payment date.

            (d)     Subject to the corresponding Sub-Fund Notice or any relevant
                    special terms or Issuing Document in relation to the Notes:

                    (i)     any payment to a Noteholder in respect of Notes must
                            be rounded down to the nearest smallest unit of the
                            currency of denomination of those Notes; and

                    (ii)    if any Specified Investor Securities are outstanding
                            in relation to a Fund, the Trustee, at the direction
                            of the Manager, may round down payments in respect
                            of the Notes in relation to that Fund by an amount
                            sufficient such that payments of principal and
                            interest in respect of those Notes may be divided
                            between the holders of those Specified Investor
                            Securities in accordance with their terms in whole
                            amounts to the nearest smallest unit of the currency
                            of denomination of those Specified Investor
                            Securities.

            (e)     Notwithstanding any other provision of this Deed, if on any
                    day the Trustee as trustee of a Fund is required under this
                    Deed or any other Transaction Document in relation to the
                    Fund to make payments to a person or to credit an account in
                    relation to that Fund and is also entitled or required to
                    receive payments from that person or debit that account in
                    relation to that Fund, unless otherwise directed by the
                    Manager the Trustee is only obliged to pay or credit the
                    amount (if a positive number) or to receive or debit (if a
                    negative number) the difference between the amounts payable
                    or required to be credited by the Trustee on that day less
                    the amounts receivable or required to be debited by the
                    Trustee on that day.

14.2        NOTED SECURITY HOLDER

            If a Noted Security Holder is specified in the Register in relation
            to any Registered Notes then all payments of interest due in respect
            of such Registered Notes and payment of the Face Value of such
            Registered Notes shall be made in accordance with the payment
            directions specified by, or given with the consent of, the relevant
            Noted Security Holder. Such a payment direction is binding on the
            Trustee irrespective of any contrary direction by the relevant
            Noteholder. Failing such a payment direction being given to the
            Trustee payment of moneys due in respect of such Registered Notes
            will be made by cheque made payable to the Noted Security Holder and
            sent to its Registered Address, or in such other manner as such
            person may in writing direct and the Trustee approve.


                                                                              43
<PAGE>


14.3        WAREHOUSE FUND - ORDER OF PAYMENT

            Subject to the corresponding Warehouse Investment Deed (if any), any
            relevant Security Trust Deed and clauses 14.8, 14.9 and 14.10, all
            moneys received by the Trustee under or by virtue of the Authorised
            Investments, Support Facilities, insurance or otherwise under or
            pursuant to this Deed or any other Transaction Document in respect
            of a particular Warehouse Fund shall prior to the date of
            termination of the Warehouse Fund be applied in the following order:

            (a)     first, in payment of any unpaid Fees and Expenses then due
                    in respect of that Warehouse Fund or in allowance as the
                    Trustee, after consultation with the Manager, considers
                    necessary for Fees and Expenses which may become due in
                    respect of that Warehouse Fund;

            (b)     secondly, in payment to the Warehousing Investor of amounts
                    then due in respect of that Warehouse Fund under clause 5.8;
                    and

            (c)     lastly, by reinvestment in Authorised Investments.

14.4        ORDER OF PAYMENT ON TERMINATION OF WAREHOUSE FUND

            On termination of a Warehouse Fund, subject to the corresponding
            Warehouse Investment Deed (if any), the following order of payments
            shall apply:

            (a)     first, in payment of or allowance for unpaid Fees and
                    Expenses due or which may become due in respect of the
                    Warehouse Fund; and

            (b)     as to the balance, to the Warehousing Investor

14.5        SUB-FUND ORDER OF PAYMENT

            Subject to clauses 14.8, 14.9 and 14.10 (except as specifically
            provided in the corresponding Sub-Fund Notice) and any relevant
            Security Trust Deed, all moneys received by the Trustee under or by
            virtue of the Authorised Investments, Support Facilities, insurance
            or otherwise under or pursuant to this Deed or any other Transaction
            Document in respect of a particular Sub-Fund shall prior to and on
            termination of the Sub-Fund be applied in the order specified in the
            corresponding Sub-Fund Notice.

14.6        DETERMINATION OF NET ACCOUNTING INCOME

            The Manager must determine in accordance with clause 13.2:

            (a)     the net income of each Fund in respect of each Financial
                    Year of each Fund and may determine whether any receipt,
                    profit, gain, payment, loss, outgoing, provision or reserve
                    or any sum of money or investment in a Financial Year is or
                    is not to be treated as being on income or capital account
                    of the Fund (including treating the transfer of amounts from
                    the capital of the Fund as income of the Fund for any
                    purpose); and

            (b)     whether and the extent to which any provisions and reserves
                    need to be made for the Financial Year.

14.7        DETERMINATION OF NET TAX INCOME

            The Manager must determine the Net Tax Income of each Fund for each
            Financial Year.

14.8        MANAGER TO MAKE ALLOCATIONS

            Having regard to the determinations made under clauses 14.6 and
            14.7, the Manager must

                                                                              44
<PAGE>

            make the allocation and/or take such action (as the case may be) as
            referred to in clause 14.9 or direct the Trustee to make that
            allocation and/or take such action.

14.9        ALLOCATION OF NET ACCOUNTING INCOME/NET TAX INCOME

            (a)     The Unitholders of a Sub-Fund are presently entitled to
                    their pro-rata share of the whole of the Net Accounting
                    Income of that Sub-Fund subject to and in accordance with
                    the Sub-Fund Notice for the Sub-Fund.

            (b)     For each Financial Year of a Sub-Fund, the Unitholders of
                    the Sub-Fund will be presently entitled to their pro-rata
                    share of the whole of the Net Tax Income of the Sub-Fund
                    for that Financial Year subject to and in accordance with
                    the Sub-Fund Notice for the Sub-Fund.

            (c)     The Warehouse Investor in respect of a Warehouse Fund is
                    presently entitled to the whole of the Net Accounting Income
                    of that Warehouse Fund subject to and in accordance with the
                    Warehousing Investment Deed in relation to that Warehouse
                    Fund.

            (d)     For each Financial Year of a Warehouse Fund the Warehouse
                    Investor in respect of that Warehouse Fund will be presently
                    entitled to the whole of the Net Tax Income of the Warehouse
                    Fund for that Financial Year subject to and in accordance
                    with the Warehousing Investment Deed in relation to that
                    Warehouse Fund.

            (e)     The Manager must act or direct that the Trustee takes such
                    action as is necessary in each case to ensure (to the extent
                    possible) that any tax liability in respect of a Fund in
                    respect of a Financial Year under Division 6 of Part III of
                    the Tax Act is borne by, in the case of a Sub-Fund, the
                    Unitholders of the Sub-Fund in such proportions as
                    correspond to their pro rata share of the Net Accounting
                    Income of that Sub-Fund allocated in accordance with clause
                    14.4(a) or, in the case of a Warehouse Fund, is borne by the
                    Warehousing Investor in respect of that Warehouse Fund, and
                    not by the Trustee.

14.10       REINVESTMENT OF INCOME

            (a)     On the last day of each Financial Year of a Sub-Fund, each
                    Unitholder of the Sub-Fund will be entitled to be paid an
                    amount equal to whichever is the greater of the following:

                    (i)     its proportion of the Net Accounting Income of the
                            Sub-Fund to which it is presently entitled under
                            clause 14.9(a); and

                    (ii)    its proportion of the Net Tax Income of the Sub-Fund
                            to which it is presently entitled under clause
                            14.9(b).

            (b)     On the last day of each Financial Year of a Warehouse Fund,
                    the Warehousing Investor of the Warehouse Fund will be
                    entitled to be paid an amount equal to whichever is the
                    greater of the following:

                    (i)     the Net Accounting Income of the Warehouse Fund to
                            which it is presently entitled under clause 14.9(c);
                            and

                    (ii)    the Net Tax Income of the Warehouse Fund to which it
                            is presently entitled under clause 14.9(d).

            (c)     The Manager may in its absolute discretion require a
                    Unitholder to invest an amount in a Sub-Fund (by way of a
                    subscription or additional subscription payment in respect
                    of its previously issued units, not by way of subscription
                    for additional


                                                                              45
<PAGE>

                    Units) if the following requirements are all satisfied:

                    (i)     the amount represents an amount which the Unitholder
                            is entitled to be paid under clause 14.10(a) in
                            respect of any Financial Year;

                    (ii)    that amount was not actually paid to the Unitholder
                            in the relevant Financial Year; and

                    (iii)   the Unitholder requests the Manager to pay or
                            otherwise deal with such amount on behalf of that
                            Unitholder.

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15.         THE REGISTER

15.1        INFORMATION ON REGISTER

            (a)     The Trustee shall keep a register in respect of each
                    Sub-Fund in which register shall be kept the following
                    information:

                    (i)     the name or designation of the Sub-Fund;

                    (ii)    the Sub-Fund Notice in relation to the Sub-Fund and
                            any amendments to that Sub-Fund Notice;

                    (iii)   the Inception Date of the Sub-Fund;

                    (iv)    the Financial Year of the Sub-Fund;

                    (v)     the classes, Face Value and special terms and
                            conditions, of all Registered Notes issued in
                            relation to the Sub-Fund and the classes of all
                            Units issued in relation to the Sub-Fund;

                    (vi)    the Authorised Investments comprised and the Face
                            Value of those Authorised Investments in such
                            Sub-Fund;

                    (vii)   the names and Registered Addresses of:

                            A.      Noteholders in respect of Registered Notes;
                                    and

                            B.      Unitholders in respect of Units,

                            in that Sub-Fund;

                    (viii)  the date of entry and date of cessation in respect
                            of:

                            A.      each Noteholder in respect of Registered
                                    Notes; and

                            B.      each Unitholder in respect of Units;

                    (ix)    A..     the Noteholder's account to which any
                                    payments due to the Noteholder in respect of
                                    Registered Notes are to be paid (if
                                    applicable); and

                            B.      the Unitholder's account to which any
                                    payments due to the Unitholder in respect of
                                    Units are to be paid (if applicable);

                    (x)     if the Sub-Fund Notice or the special terms (if any)
                            of any Registered Notes provide that a Noted
                            Security Holder may be specified in relation to such
                            Registered Notes, the name of the Noted Security
                            Holder specified in the relevant Application for
                            Registered Notes together with


                                                                              46
<PAGE>

                            the payment directions specified by that Noted
                            Security Holder and the Registered Address of that
                            Noted Security Holder;

                    (xi)    a record of each distribution in respect of:

                            A.      the Registered Notes; and

                            B.      the Units,

                            issued in relation to the Sub-Fund; and

                    (xii)   such other information as the Trustee considers
                            necessary or desirable or as the Manager shall
                            reasonably require.

            (b)     The Trustee shall keep a register in respect of each
                    Warehouse Fund in which register shall be kept the following
                    information:

                    (i)     the name or designation of the Warehouse Fund;

                    (ii)    the Authorised Investments and the Face Value of
                            those Authorised Investments comprised in such
                            Warehouse Fund;

                    (iii)   the name and address of each Warehouse Investor;

                    (iv)    the date of entry and date of cessation of each
                            Warehousing Investor; and

                    (v)     such other information as the Trustee considers
                            necessary or desirable or as the Manager shall
                            reasonably require.

15.2        PLACE OF KEEPING REGISTER, COPIES AND ACCESS

            The Register shall be:

            (a)     kept at such place as the Trustee may, from time to time,
                    nominate (however that part of the Register which relates to
                    Registered Notes in respect of which a Noted Security Holder
                    is noted may not be removed from one jurisdiction to another
                    without the prior written consent of that Noted Security
                    Holder);

            (b)     open to the Auditor of the Fund to which it relates, and the
                    Manager, to inspect during normal business hours;

            (c)     open for inspection by a Noteholder, a Unitholder, a Noted
                    Security Holder or Warehousing Investor during the Trustee's
                    ordinary business hours but only in respect of information
                    relating to that Noteholder, a Unitholder, Noted Security
                    Holder or Warehousing Investor (as the case may be); and

            (d)     not available to be copied by any person except in
                    compliance with such terms and conditions (if any) as the
                    Manager and Trustee in their absolute discretion nominate
                    from time to time.

15.3        BRANCH REGISTERS

            (a)     The Trustee may at any time and from time to time and shall
                    if reasonably requested by the Manager establish and
                    maintain a branch register or registers (each severally a
                    "BRANCH REGISTER") on which there shall be entered the names
                    of those Noteholders in respect of Registered Notes,
                    Unitholders, or Warehousing Investors who request that their
                    names and any or all of the Notes or Warehousing Investor
                    Entitlements held by them respectively shall be so recorded,
                    the Registered Notes, Units or Warehousing Investor
                    Entitlements in respect of which the request is made,

                                                                              47
<PAGE>

                    the date on which the name of any Noteholder, Unitholder or
                    Warehousing Investor was entered on such Branch Register and
                    any other details considered necessary or desirable by the
                    Trustee or the Manager. The name of such Noteholder,
                    Unitholder or Warehousing Investor and details regarding
                    such Registered Notes, Units or Warehousing Investor
                    Entitlements shall be removed from any Register other than
                    such Branch Register.

            (b)     Every such Branch Register shall be designated the Branch
                    Register for the place where it is established.

            (c)     The Trustee shall have the power to discontinue a Branch
                    Register and thereupon all entries thereon shall be
                    transferred to some other Branch Register or to the
                    Register.

            (d)     Except where otherwise expressly stated herein, every
                    reference in this Deed to the "REGISTER" shall be deemed to
                    include every Branch Register, unless it appears from the
                    context that a particular Register or Branch Register is
                    referred to, in which case the reference shall be deemed to
                    be to the Register or Branch Register, as the case may be,
                    on which the Registered Notes, Units or Warehousing Investor
                    Entitlements in question are registered.

            (e)     The provisions of clause 15.1 and 15.2 shall mutatis
                    mutandis apply to every Branch Register.

            (f)     Registered Notes, Units or Warehousing Investor Entitlements
                    registered on a Branch Register may, at the request of a
                    Noteholder (or, in relation to Registered Notes in respect
                    of which a Noted Security Holder appears in the Register,
                    that Noted Security Holder), a Unitholder or Warehousing
                    Investor (as the case may be) and with the consent of the
                    Trustee, be transferred to another Branch Register or to the
                    Register.

            (g)     If a Noted Security Holder is specified in the Register in
                    relation to any Registered Notes, the written consent of
                    that Noted Security Holder must be obtained prior to such
                    Registered Notes being transferred to a Branch Register.

15.4        DETAILS ON REGISTER CONCLUSIVE

            (a)     Upon the Trustee being notified of any change of name or
                    Registered Address or payment or other details of any
                    Noteholder in respect of Registered Notes, a Unitholder or a
                    Warehousing Investor, the Trustee shall alter the Register
                    accordingly provided that, if a Noted Security Holder is
                    specified in the Register in respect of any Registered
                    Notes, the prior written consent of that Noted Security
                    Holder must be obtained to any change in details of such
                    Registered Notes or the relevant Noteholder.

            (b)     The Trustee shall be entitled to rely on the Register as
                    being a correct and complete and conclusive record of the
                    matters set out therein at any time and whether or not the
                    information shown in the Register is inconsistent with any
                    other document, matter or thing.

            (c)     Subject to clause 15.4(d), the Trustee shall not be obliged
                    to enter on the Register notice of any trust or encumbrance
                    or interest of whatsoever nature in respect of any
                    Registered Notes, Noteholder Entitlements, Units, Unitholder
                    Entitlements or Warehousing Investor Entitlements or
                    otherwise howsoever and the Trustee shall be entitled to
                    recognise a Noteholder as the absolute owner of Registered
                    Notes, a Unitholder or the absolute owner of Units and a
                    Warehousing Investor as the absolute owner of Warehousing
                    Investor Entitlements and the Trustee shall not be bound or
                    affected by any trust affecting the ownership any of same
                    unless so

                                                                              48
<PAGE>

                    ordered by a court of competent jurisdiction or required by
                    statute.

            (d)     If a Sub-Fund Notice or the special terms (if any) of any
                    Registered Notes provide that a Noted Security Holder may be
                    specified in the Register in relation to certain Registered
                    Notes, the Trustee shall enter in the Register the name of
                    the Noted Security Holder specified on the relevant
                    Application for Registered Notes (provided that Application
                    has endorsed on it the consent of the proposed Noted
                    Security Holder in the form prescribed in the Tenth
                    Schedule (or any other form approved by the Trustee) or a
                    copy of that Application with a consent in such form is
                    separately delivered to the Trustee). If directed in writing
                    to do so by the Noted Security Holder, the Trustee shall
                    enter in the Register the name, payment direction and
                    Registered Address of any other person specified as a
                    substitute Noted Security Holder by the existing Noted
                    Security Holder (at which time that other person will become
                    the Noted Security Holder in lieu of the existing Noted
                    Security Holder).

                    The entry of a Noted Security Holder's name in the Register
                    will not:

                    (i)     entitle the Noted Security Holder to any rights in
                            respect of the relevant Registered Notes other than
                            the rights expressly provided for in this Deed; or

                    (ii)    impose any liability on the Noted Security Holder;
                            or

                    (iii)   in itself create or evidence the existence of any
                            mortgage, charge or other security interest.

15.5        CLOSING OF REGISTER

            (a)     The Trustee may with prior notice to the relevant
                    Noteholders, Unitholders and Warehousing Investors, close
                    the Register for one or more Sub-Funds and/or one or more
                    Warehouse Funds (as applicable) for periods not exceeding
                    thirty days (or such other period agreed between the Trustee
                    and the Manager) in aggregate in any calendar year.

            (b)     In addition to the Trustee's rights pursuant to clause
                    15.5(a), the Register of each Sub-Fund shall be closed by
                    the Trustee for the purpose of determining Noteholder
                    Entitlements or Unitholder Entitlements in respect of that
                    Sub-Fund during the period commencing from the close of
                    business on the Banking Day immediately prior to, and ending
                    on the commencement of business on the Banking Day
                    immediately after, the date for calculation of such
                    Noteholder Entitlements or Unitholder Entitlements.

15.6        RECTIFICATION OF REGISTER

            If:

            (a)     an entry is omitted from the Register;

            (b)     an entry is made in the Register otherwise than in
                    accordance with this Deed;

            (c)     an entry wrongly exists in the Register;

            (d)     there is an error or defect in any entry in the Register; or

            (e)     default is made or unnecessary delay takes place in entering
                    in the Register that any person has ceased to be the holder
                    of Registered Notes or Units or has ceased to be a
                    Warehousing Investor,


                                                                              49
<PAGE>


            the Trustee may rectify the same.

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16.         RECEIPTS

16.1        VALID RECEIPTS

            The receipt of the Trustee for any moneys payable to or receivable
            by it by virtue of this Deed shall exonerate the person paying the
            same from all liability to make a further enquiry in relation
            thereto.

16.2        EFFECTIVE DISCHARGE

            Every such receipt shall as to the moneys paid or expressed to be
            received in such receipt, effectually discharge the person paying
            such moneys from such liability or enquiry and from being concerned
            to see to the application or being answerable or accountable for any
            loss or misapplication of such moneys.

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17.         FEES AND EXPENSES

17.1        TRUSTEE'S FEE

            The Trustee shall be entitled to deduct from each Sub-Fund and
            Warehouse Fund such fee as is, or the method of calculation of which
            is, agreed from time to time between the Trustee and the Manager. In
            relation to a Sub-Fund, such fee shall be determined for the life of
            the Sub-Fund on or prior to the Issue Date upon which Notes are
            first issued by the Trustee as trustee of that Sub-Fund and advised
            by the Manager in writing in advance to each Current Rating
            Authority (if any) for the Sub-Fund. This clause shall not affect
            any right or entitlement of the Trustee to be reimbursed for
            expenses and liabilities incurred in the course of performing its
            duties hereunder.

17.2        REIMBURSEMENT OF EXPENSES

            In addition to the Trustee's remuneration pursuant to clause 17.1,
            the following liabilities, fees, costs, outgoings and expenses shall
            be paid from the Sub-Fund or Warehouse Fund to which they relate or
            reimbursed to the Trustee, the Manager or any Originator or other
            person who has paid same on behalf of the relevant Sub-Fund or
            Warehouse Fund (as the case may be):

            (a)     bank charges and debits on the flow of moneys pursuant to
                    this Deed or any other Transaction Document which would in
                    the normal course be to the account of the Trustee as
                    trustee of the Sub-Fund or Warehouse Fund;

            (b)     the fees of the Auditor appointed pursuant to clause 13
                    applicable to the relevant Sub-Fund or Warehouse Fund;

            (c)     stamp duty payable in respect of this Deed or any other
                    Transaction Document;

            (d)     fees and expenses payable to the Manager or any Originator
                    in respect of the Sub-Fund or Warehouse Fund;

            (e)     amounts paid or payable under, and all costs, damages,
                    expenses, indemnities and liabilities arising under or in
                    relation to any Transaction Document in relation to the Fund
                    (including in relation to compliance by the Trustee with its
                    obligations under any such Transaction Document and the
                    establishment or maintenance of any such Transaction
                    Document);

            (f)     fees and expenses charged from time to time by Austraclear
                    or any other Relevant Clearing System to the Trustee's
                    account as an issuer of securities lodged with

                                       50
<PAGE>

                    Austraclear or such other Relevant Clearing System;

            (g)     any costs, charges, expenses, fees and other outgoings
                    incurred by the Trustee in exercising its powers under
                    clause 9.1, subject to the limitations referred to therein;

            (h)     CCC Liability arising in respect of or allocated to that
                    Sub-Fund or Warehouse Fund under clause 20.17 or clause
                    20.25;

            (i)     all other liabilities, taxes and other imposts, costs,
                    charges, expenses and other outgoings properly incurred by
                    or which in the reasonable opinion of the Trustee may
                    (whether upon any contingency or otherwise) be incurred by
                    the Trustee or a Related Body Corporate thereof or the
                    Manager, any Originator or any delegate, sub-delegate or
                    agent of the Trustee or any person to whom the Trustee or
                    the Manager has delegated or assigned any task or function
                    in accordance with this Deed, in respect of the Sub-Fund or
                    Warehouse Fund,

            provided that any remuneration payable to employees of the Trustee
            or a Related Body Corporate thereof or costs, charges, expenses or
            other outgoings incurred in the internal administration of the
            business of the Trustee or any Related Body Corporate thereof shall
            not be payable out of a Warehouse Fund or Sub-Fund.

17.3        ASSETS AND LIABILITIES OF FUND

            The Trustee must not apply the assets of a Fund to meet any
            liabilities of any other Fund,

17.4        NO AGGREGATION OF LIABILITIES

            The Trustee must not:

            (a)     aggregate the liabilities of a Fund with the liabilities of
                    any other Fund; or

            (b)     set-off the liabilities of a Fund against any other assets
                    of the Fund, other than the assets of the Fund to which
                    those liabilities relate.

17.5        DESIGNATION AND DISCHARGE OF LIABILITIES

            The Trustee must allocate to each Fund those liabilities which in
            the opinion of the Manager are properly referable to that Fund
            (including, without limitation, those liabilities which were
            incurred in purchasing the assets of that Fund). Subject to the
            provisions of this Deed, the Trustee must pay out of a Fund (or make
            adequate provision for) all liabilities in connection with that
            Fund.

17.6        NO MIXTURE OF ASSETS

            The Trustee must account for the assets of each Fund separately from
            the assets of all other Funds and must account for the liabilities
            which are referable to each Fund separate and apart from the
            liabilities which are referable in all other Funds but must (after
            consultation with the Manager) make a fair apportionment between
            Funds of any property coming into the hands of the Trustee which
            belongs to one or more Funds.

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18.         ASSIGNMENTS


18.1        DEED BINDS ASSIGNS

            This Deed shall be binding upon and enure to the benefit of the
            Noteholders, the Warehousing Investors, the Unitholders of each
            Sub-Fund, the Manager and the Trustee and their respective
            successors and assigns.

                                                                              51
<PAGE>


18.2        ASSIGNMENT BY THE TRUSTEE

            The Trustee shall not assign or transfer all or any part of its
            rights or obligations under this Deed except as expressly provided
            in this Deed.

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19.         RETIREMENT AND REPLACEMENT OF TRUSTEE

19.1        RETIREMENT

            (a)     The Trustee may at any time retire as Trustee of the Funds
                    upon not less than ninety days' written notice to the
                    Manager (or such shorter period of time as may be agreed
                    with the Manager) provided that no retirement of the Trustee
                    shall become effective until the appointment of a new
                    Trustee in accordance with clause 19.2.

            (b)     The Trustee will retire as Trustee of the Funds forthwith
                    upon written notice from the Manager upon the occurrence of
                    any of the following events:

                    (i)     the commencement of the winding up of the Trustee;

                    (ii)    the appointment of a receiver or official manager in
                            respect of the whole or part of the undertaking of
                            the Trustee;

                    (iii)   the cessation by the Trustee of its business;

                    (iv)    a compromise or arrangement by the Trustee with its
                            creditors;

                    (v)     failure of the Trustee to remedy within fourteen
                            days after written notice by the Manager any
                            material breach of duty on the part of the Trustee;
                            or

                    (vi)    if without the prior written consent of the Manager
                            there occurs:

                            A.      a change in fifty-one per cent (or such
                                    other percentage the Manager may in its
                                    absolute discretion determine shall
                                    constitute a change in the effective control
                                    of the Trustee) of the shareholding of the
                                    Trustee existing at the date of this Deed
                                    (whether occurring at one time or through a
                                    series or succession of transfers or issues
                                    of shares); or

                            B.      a change in the effective management of the
                                    Trustee as existing at the date of this Deed
                                    such that the Trustee is no longer able to
                                    fulfil its duties and obligations in
                                    relation to the Fund; or

                            C.      the establishment by any means of any trust
                                    under which any third party becomes a
                                    beneficial owner of any of the Trustee's
                                    rights under this Deed,

                            and the determination of the Manager (acting bona
                            fide and reasonably) that any of these matters has
                            occurred shall be conclusive.

                    If the Trustee fails to retire after such notice, the
                    Manager shall have the right to remove the Trustee forthwith
                    provided always that no retirement or removal of the Trustee
                    shall become effective until the appointment of a new
                    Trustee in accordance with clause 19.2.

19.2        REPLACEMENT TRUSTEE

            (a)     The Manager shall have the exclusive right for sixty days
                    after receipt of notice of


                                                                              52
<PAGE>

                    retirement referred to in clause 19.1(a), to appoint a new
                    Trustee having, to the extent possible, the appropriate
                    experience and resources to properly perform its functions
                    under the Transaction Documents, but if within such period
                    the Manager does not so nominate a suitably qualified
                    Trustee who is willing to act and to undertake the
                    obligations of the Trustee contained in this Deed, the
                    Trustee shall for a period sixty days thence ensuing have
                    the exclusive right to appoint in its stead a new Trustee
                    qualified as aforesaid and who is willing to act and to
                    undertake the obligations of the Trustee contained in this
                    Deed.

            (b)     Where the Trustee is to retire or is removed by the Manager
                    pursuant to clause 19.1(b), the Manager shall have the right
                    to appoint a new Trustee having the same qualifications as
                    referred to in clause 19.2(a).

            (c)     Where the Trustee has given notice of retirement pursuant to
                    clause 19.1(a) and no new trustee has been appointed within
                    one hundred and twenty days of the date of the said notice,
                    the Trustee shall not be entitled to retire, but shall
                    continue as Trustee until termination of the Funds provided
                    that:

                    (i)     the Trustee shall not accept further subscriptions
                            to the Funds or any Sub-Fund or Warehouse Fund or
                            permit further investments to be vested in it; and

                    (ii)    the Trustee may at any time and from time to time
                            appoint a substitute trustee having the
                            qualifications set out in clause 19.2(a).

19.3        DELIVERY OF RECORDS

            The Trustee shall on retirement or removal deliver to the new
            Trustee all documents, records, accounts, registers and other
            property whatsoever relating to the Funds (except where it is
            required by law to hold same in which case the Trustee shall deliver
            true copies) and shall transfer to the new Trustee its title and
            interest in and to all Authorised Investments of the Funds.

19.4        EXECUTION OF DEED

            (a)     Any company so appointed as new Trustee shall prior to its
                    appointment execute a deed in such form as the Manager may
                    require whereby such company shall undertake to perform all
                    the obligations of the retiring Trustee hereunder and
                    thereupon the retiring Trustee shall be absolved and
                    released from all further obligations hereunder and the new
                    Trustee shall and may thereafter exercise all the powers and
                    enjoy all the rights and shall be subject to all the duties
                    and obligations of the Trustee hereunder as fully as if such
                    new Trustee had been originally named as a party to this
                    Deed.

            (b)     Any release in accordance with this clause 19.4 shall not
                    extend to any antecedent fraud, negligence or wilful default
                    on the part of the retiring Trustee.

19.5        TRUSTEE'S REMUNERATION

            Notwithstanding the Trustee's retirement or removal for whatever
            reason it shall retain its entitlement to remuneration in accordance
            with clause 17.1 of this Deed and to be paid or reimbursed as
            provided in clause 17.2 provided always that the Trustee's
            entitlement in respect of clause 17.1 shall be calculated on a pro
            rata daily basis in respect of the relevant calculation period to
            the date the Trustee retires or is removed under the provisions of
            this Deed. Amounts payable to the Trustee under this clause 19.5
            arising from the Trustee's entitlements under clause 17.1 shall be
            paid to the Trustee at such time as would have been applicable had
            the Trustee not retired or been removed but those amounts arising
            from the Trustee's entitlements under clause 17.2 shall be forthwith
            paid by the new Trustee to the outgoing

                                                                              53
<PAGE>

            Trustee out of the relevant Sub-Fund or Warehouse Fund (as the case
            may be).

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20.         TRUSTEE'S AND MANAGER'S POWERS, LIABILITY AND INDEMNITY GENERALLY


            Without prejudice to any indemnity allowed by law or elsewhere
            herein given to the Trustee or the Manager, it is expressly declared
            as follows:

20.1        RELIANCE ON CERTIFICATES

            The Trustee and the Manager shall not incur any liability in respect
            of any action taken or thing suffered by it in reliance upon any
            notice, resolution, direction, consent, certificate (including any
            certificate as to title, or as to any documents held, by an Approved
            Solicitor or a Title Insurer), receipt, affidavit, statement,
            valuation report, other paper or document (including without
            limitation, any of same submitted or provided by the Manager (in the
            case of the Trustee only), by the Trustee (in the case only of the
            Manager) or by any Originator) which it has no reason to believe is
            not genuine, signed by the proper parties and with appropriate
            authority.

            Without limiting the generality of the foregoing the Trustee may
            rely upon:

            (a)     a statement by the Manager that:

                    (i)     an investment of the Fund is an Authorised
                            Investment;

                    (ii)    a proposed loan would constitute a Loan and/or that
                            a proposed mortgage constitutes an Approved
                            Mortgage; and

                    (iii)   to the best of its knowledge and belief, a proposed
                            Loan, Approved Mortgage or any related guarantee or
                            other support complies with the Consumer Credit
                            Code;

            (b)     a Transfer Proposal issued by the Manager; and

            (c)     a certificate by the Manager pursuant to this Deed, a
                    Warehousing Investment Deed or a Sub-Fund Notice.

            In preparing any notice, certificate, advice or proposal hereunder
            (including, without limiting the generality of the foregoing, a
            Transfer Proposal) the Manager shall be entitled to assume that each
            person under any Authorised Investment, Approved Mortgage, Loan,
            Collateral Security, Support Facility, other Transaction Document or
            any other deed, agreement or arrangement incidental to any of the
            foregoing or to any Fund, will perform their obligations thereunder
            in full by the due date and otherwise in accordance with the terms
            thereof.

20.2        ASSUME SIGNED DOCUMENTS TO BE GENUINE

            (a)     Subject to sub-clause (b):

                    (i)     the Trustee shall be entitled to assume the
                            authenticity and validity of any signature on any
                            application, request or other instrument or document
                            delivered to the Trustee (other than a document
                            executed or purporting to be executed by or on
                            behalf of the Manager, as to which clause 20.3 shall
                            apply);

                    (ii)    the Trustee shall not be in any way liable to make
                            good out of its own resources any loss incurred by
                            any person in the event of any signature on any
                            document being forged or otherwise failing to bind
                            the person whose signature it purports to be or the
                            person on whose behalf it

                                                                              54
<PAGE>

                            purports to be executed and, if the Trustee becomes
                            liable for such loss, then subject to any right of
                            reimbursement from any other person (including, if
                            the law so provides, the Manager) and subject to
                            this Deed it shall be entitled to reimbursement for
                            the amount of such loss from the relevant Fund;

                    (iii)   the Manager shall be entitled to rely on the
                            authenticity and validity of any signature on any
                            application, request or other instrument or document
                            delivered to the Manager (other than a document
                            executed or purporting to be executed by or on
                            behalf of the Trustee, as to which clause 20.4 shall
                            apply); and

                    (iv)    the Manager shall not be in any way liable to make
                            good out of its own resources any loss incurred by
                            any person in the event of any signature on any
                            document being forged or otherwise failing to bind
                            the person whose signature it purports to be or the
                            person on whose behalf it purports to be executed
                            and if the Manager becomes liable for such loss
                            then, subject to any right of reimbursement from any
                            other person (including, if the law so provides, the
                            Trustee) and subject to this Deed, it shall be
                            entitled to reimbursement for the amount of such
                            loss from the relevant Fund.

            (b)     The Trustee or the Manager shall not be entitled to the
                    benefit of paragraph (a) in relation to an application,
                    request or other instrument or document if it was actually
                    aware that the signature thereon was not genuine and
                    binding.

20.3        TRUSTEE'S RELIANCE ON MANAGER

            Whenever any certificate, notice, calculation, proposal, direction,
            instruction or other communication is to be given by the Manager to
            the Trustee, the Trustee may accept as sufficient evidence as to the
            form and content thereof a document reasonably believed to be signed
            on behalf of the Manager by any 2 Authorised Signatories of the
            Manager. The Trustee shall not be responsible for any loss arising
            from any act, neglect, mistake or discrepancy of the Manager or any
            officer, employee, agent or delegate of the Manager in preparing any
            such document or in compiling, verifying or calculating any matter
            or information contained in any such document, provided that the
            Trustee is not actually aware that such document is not genuine and
            correct, whether or not an error in any such information, document,
            form or list is reproduced by the Trustee in any step taken by it.

20.4        MANAGER'S RELIANCE ON TRUSTEE

            Whenever any certificate, notice, calculation, proposal, direction,
            instruction or other communication is to be given by the Trustee to
            the Manager, the Manager may accept as sufficient evidence as to the
            form and content thereof a document reasonably believed to be signed
            on behalf of the Trustee by any 2 Authorised Signatories of the
            Trustee. The Manager shall not be responsible for any loss arising
            from any act, neglect, mistake or discrepancy of the Trustee or any
            officer, employee, agent or delegate of the Trustee in preparing any
            such document or in compiling, verifying or calculating any matter
            or information contained in any such document, provided that the
            Manager is not actually aware that such document is not genuine and
            correct, whether or not an error in any such information, document,
            form or list is reproduced by the Manager in any step taken by it.

20.5        COMPLIANCE WITH LAWS

            The Trustee and the Manager shall not incur any liability to anyone
            in respect of any failure to perform or to do any act or thing which
            by reason of any provision of any relevant present or future law of
            any place or any ordinance, rule, regulation or by-law made pursuant
            thereto or

                                                                              55
<PAGE>

            of any decree, order or judgment of any competent court or other
            tribunal, the Trustee and/or the Manager shall be hindered,
            prevented or forbidden from doing or performing.

20.6        TAXES

            The Trustee and the Manager shall not be liable to account to any
            person for any payments made in good faith to any duly empowered
            fiscal authority of the Commonwealth of Australia or any State or
            Territory thereof or any other place for taxes or other charges upon
            any of the Funds or upon any Notes or Units or with respect to any
            transaction under or arising from this Deed or any other Transaction
            Document notwithstanding that any such payment ought or need not
            have been made.

20.7        RELIANCE ON EXPERTS

            The Trustee and the Manager may act upon the opinion or statement or
            certificate or advice of or information obtained from the Manager
            (in the case of the Trustee only), the Trustee (in the case of the
            Manager only), any Originator, barristers or solicitors, bankers,
            accountants, brokers, valuers and other persons believed by it in
            good faith to be expert or properly informed in relation to the
            matters upon which they are consulted and the Trustee and the
            Manager shall not be liable for anything done or suffered by it in
            good faith in reliance upon such opinion, statement, certificate,
            advice or information.

20.8        OVERSIGHTS OF OTHERS

            Subject to this Deed, the Trustee and the Manager shall not be
            responsible for any act, omission, misconduct, mistake, oversight,
            error of judgment, forgetfulness or want of prudence on the part of
            the Manager (in the case of the Trustee only), the Trustee (in the
            case of the Manager only), any Originator, any other delegate or
            agent or other person appointed by the Trustee or the Manager or
            upon whom the Trustee or the Manager is entitled to rely pursuant to
            this Deed or any other Transaction Document (other than a Related
            Body Corporate thereof), attorney, banker, receiver, barrister,
            solicitor, agent or other person acting hereunder as agent or
            adviser to the Trustee or the Manager.

20.9        POWERS, AUTHORITIES AND DISCRETIONS

            Except insofar as herein otherwise expressly provided and in the
            absence of fraud, negligence or wilful default, the Trustee and the
            Manager shall not be in any way responsible for any loss (whether
            consequential or otherwise), costs, damages or inconvenience that
            may result from the exercise or non-exercise of any powers,
            authorities and discretions vested in it.

20.10       IMPOSSIBILITY OR IMPRACTICABILITY

            If for any reason whatsoever it becomes impossible or impracticable
            to carry out any or all of the provisions of this Deed or any other
            Transaction Document the Trustee and the Manager shall not be under
            any liability therefor or thereby except to the extent of their own
            fraud, negligence or wilful default nor shall either of them incur
            any liability by reason of any error of law or any matter or thing
            done or suffered or omitted to be done in good faith by either of
            them or their respective officers, employees, agents or delegates.

20.11       DUTIES AND CHARGES

            The Trustee and the Manager shall not be required to effect any
            transaction or dealing with any Notes, Noteholder Entitlements,
            Units, Unitholder Entitlements, Warehousing Investor Entitlements or
            with any instrument or with all or any part of the Authorised
            Investments of the Fund on behalf or for the benefit or at the
            request of any Noteholder, Unitholder or Warehousing Investor or
            other person unless such Noteholder, Unitholder or Warehousing
            Investor or other person (as the case may be) shall first have paid
            in cash or otherwise provided to its satisfaction for all duties,
            taxes, governmental charges, brokerage, transfer fees,

                                                                              56
<PAGE>

            registration fees and other charges (whether similar to the
            foregoing or not) whether in respect of the Notes, Noteholder
            Entitlements, Warehousing Investor Entitlements or the relevant
            instrument or all or the relevant part of the Authorised Investments
            of the relevant Sub-Fund or Warehouse Fund or otherwise (herein
            called collectively "DUTIES AND CHARGES") which have or may become
            payable in respect of or prior to or upon the occasion of such
            transaction or dealing PROVIDED ALWAYS THAT the Trustee and the
            Manager shall be entitled if it so thinks fit to pay and discharge
            all or any of such duties and charges on behalf of the Noteholder or
            Warehousing Investor or other person and to retain the amount so
            paid of any moneys or property to which such Noteholder or
            Warehousing Investor or other person may be or become entitled
            hereunder AND PROVIDED THAT, in respect of any Notes issued under an
            Issuing Document, this clause 20.11 is subject to any provisions to
            the contrary in that Issuing Document.

20.12       LEGAL AND OTHER PROCEEDINGS

            The Trustee and the Manager shall be indemnified out of the relevant
            Sub-Fund or Warehouse Fund from and against any expense and
            liability which may be incurred in prosecuting or defending any
            action, suit, proceedings or dispute in respect of or arising from
            or in connection with the provisions of this Deed or any other
            Transaction Document or the realisation of any Authorised Investment
            or rights relating thereto or any Support Facilities. Each of the
            Trustee and the Manager shall be entitled to claim in respect of the
            foregoing indemnity from the relevant Sub-Fund or Warehouse Fund for
            its expenses and liabilities incurred in defending any action, suit,
            proceeding or dispute in which fraud, negligence or wilful default
            is alleged or claimed against it, but upon the same being proved,
            accepted or admitted by it, it shall from its personal assets
            immediately repay to such Sub-Fund or Warehouse Fund the amount
            previously paid by such Sub-Fund or Warehouse Fund to it in respect
            of such indemnity in relation thereto.

20.13       NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

            In the absence of fraud, negligence or wilful default, the Trustee
            and the Manager shall not be liable personally in the event of
            failure to pay moneys on the due date for payment to any Noteholder,
            Unitholder, Warehousing Investor, the Manager (in the case of the
            Trustee), the Trustee (in the case of the Manager) or any other
            person or for any loss howsoever caused in respect of any of the
            Funds or to any Noteholder, Unitholder, Warehousing Investor, the
            Manager (in the case of the Trustee), the Trustee (in the case of
            the Manager) or other person.

20.14       FURTHER LIMITATIONS ON TRUSTEE'S LIABILITY

            Subject to clause 20.3, the Trustee shall not be liable:

            (a)     for any losses, costs, liabilities or expenses arising out
                    of the exercise or non-exercise of its discretion or for any
                    other act or omission on its part under this Deed, any other
                    Transaction Document or any other document except where the
                    exercise or non-exercise of any discretion, or any act or
                    omission, by the Trustee, or any of its officers, employees,
                    agents or delegates, constitutes fraud, negligence or wilful
                    default;

            (b)     for any losses, costs liabilities or expenses arising out of
                    the exercise or non-exercise of a discretion by the Manager
                    or the act or omission of the Manager except to the extent
                    that it is caused by the Trustee's, or any of its officer's,
                    employee's, agent's or delegate's, fraud, negligence or
                    wilful default; or

            (c)     for any losses, costs, damages or expenses caused by its
                    acting on any instruction or direction given to it by the
                    Manager under this Deed, any other Transaction Document or
                    any other document except to the extent that it is caused by
                    the Trustee's, or any of its officer's, employee's, agent's
                    or delegate's, fraud, negligence

                                                                              57
<PAGE>

               or wilful default.

            Nothing in this clause 20.14 alone (but without limiting the
            operation of any other clause of this Deed) shall imply a duty upon
            the Trustee to supervise the Manager in the performance of the
            Manager's functions and duties, and the exercise by the Manager of
            its discretions, hereunder. A reference herein to an agent or
            delegate of the Trustee shall not include the Manager, the
            Originator, Austraclear or any other Relevant Clearing System.

20.15       FURTHER LIMITATIONS ON MANAGER'S LIABILITY

            Subject to clause 20.4, the Manager shall not be liable:

            (a)     for any losses, costs, liabilities or expenses arising out
                    of the exercise or non-exercise of its discretion or for any
                    other act or omission on its part under this Deed, any other
                    Transaction Document or any other document except where the
                    exercise or non-exercise of any discretion, or any act or
                    omission, by the Manager, or any of its officers, employees,
                    agents or delegates, constitutes fraud, negligence or wilful
                    default;

            (b)     for any losses, costs, liabilities or expenses arising out
                    of the exercise or non-exercise of a discretion by the
                    Trustee or the act or omission of the Trustee except to the
                    extent that it is caused by the Manager's, or any of its
                    officer's, employee's, agent's or delegate's, fraud,
                    negligence or wilful default; or

            (c)     for any losses, costs, damages or expenses caused by its
                    acting on any instruction or direction given to it by the
                    Trustee under this Deed, any other Transaction Document or
                    any other document except to the extent that it is caused by
                    the Manager's, or any of its officer's, employee's, agent's
                    or delegate's, fraud, negligence or wilful default.

            Nothing in this clause 20.15 alone (but without limiting the
            operation of any other clause of this Deed) shall imply a duty upon
            the Manager to supervise the Trustee in the performance of the
            Trustee's functions and duties, and the exercise by the Trustee of
            its discretions, hereunder.

20.16       EXTENT OF LIABILITY

            The Trustee shall not in any event be liable to any Noteholder,
            Unitholder or Warehousing Investor, or to any other person to any
            greater extent than in respect of the investments, Cash and other
            property actually vested in the Trustee or received by it in
            accordance with the provisions of this Deed in respect of the
            relevant Sub-Fund or Warehouse Fund (as the case may be) to which
            the liability relates except where such liability arises from the
            fraud, negligence or wilful default of the Trustee or any of its
            officers, employees, agents or delegates. A reference herein to an
            agent or delegate of the Trustee shall not include the Manager, an
            Originator, Austraclear or any other Relevant Clearing System. The
            Trustee shall not be required to enter into any transaction pursuant
            to this Deed unless it is satisfied that its liability in relation
            to such transaction is limited to the assets of the relevant
            Sub-Fund or Warehouse Fund (as the case may be) from time to time
            available to it, subject to the exception hereinbefore mentioned.

20.17       RIGHT OF INDEMNITY

            The Trustee and the Manager shall be indemnified out of the relevant
            Sub-Fund or Warehouse Fund in respect of any liability, cost or
            expense properly incurred by them in their capacity as Trustee and
            Manager of the relevant Sub-Fund or Warehouse Fund or so incurred by
            any delegate, sub-delegate or agent of them. This right of indemnity
            will extend to any CCC Liability (including liability under
            indemnities between the Manager and the Trustee but excluding
            liability under the Primary CCC Indemnity in relation to the
            relevant Sub-Fund or Warehouse Fund). The right of indemnity of the
            Trustee or Manager in respect of a particular

                                                                              58
<PAGE>

            liability will not be affected by any fraud, negligence or wilful
            default of the Trustee or the Manager (as the case may be) which is
            not related to that liability.

20.18       CONFLICTS

            Nothing in this Deed shall prevent the Trustee, the Manager or any
            Related Body Corporate or Associate of either of them or the
            directors or other officers thereof or any other person (all being
            included unless the context otherwise requires in the expression the
            "TRUSTEE AND THE MANAGER" where hereafter used in this clause) from
            subscribing for purchasing, holding, dealing in or disposing of any
            Notes, Noteholder Entitlement, Units, Unitholder Entitlement,
            Warehousing Investor Entitlement or from otherwise at any time
            contracting or acting in any capacity as representative or agent or
            otherwise or entering into any financial, banking, development,
            insurance, agency, broking or other transaction with, or providing
            any advice or services for any of the Funds or from being interested
            in any such contract or transaction or otherwise and the Trustee and
            the Manager shall not be in any way liable to account to any
            Noteholder, Unitholder, Warehousing Investor or any other person or
            any of them for any profits or benefits (including but without
            limiting the generality thereof any profit, bank charges,
            commission, exchange, brokerage and fees) made or derived thereby or
            in connection therewith and the Trustee and the Manager shall not by
            reason of any fiduciary relationship be in any way precluded from
            making any contracts or entering into any transactions with any such
            person in the ordinary course of the business or from undertaking
            any banking, financial, development, agency or other services and
            without prejudice to the generality of these provisions it is
            expressly declared that such contract and transactions may include
            any contract or transaction in relation to the placing of or dealing
            with any investment and the acceptance of any office of profit or
            any contract of loan or deposits or other contract or transaction
            which any person or company not being a party to this Deed could or
            might have lawfully entered into if not a party to this Deed and the
            Trustee and the Manager shall not be accountable to Noteholders,
            Unitholders, Warehousing Investors or any other person for any
            profits arising from any such contracts, transactions or offices.

20.19       TRUSTEE NOT OBLIGED TO INVESTIGATE THE MANAGER ETC.

            The Trustee shall be responsible only for so much of the Authorised
            Investments, and the income and proceeds emanating therefrom, as may
            be actually transferred or paid to it and the Trustee is hereby
            expressly excused from taking any action or actions to investigate
            the accounts management control or activities of the Manager, any
            Originator or any other person or to inquire into or in any manner
            question or bring any action suit or proceeding or in any other
            manner whatsoever seek to interfere with the management control or
            activities (including the exercise or non-exercise of powers and
            discretions) of any of such persons or in any other manner
            whatsoever seek to remove from office any of such persons or take
            any steps or bring any action suit or proceedings or in any other
            manner whatsoever seek to vary amend delete from or add to this Deed
            or other instrument establishing the Fund, or wind up any of such
            persons or vest the Fund.

20.20       INDEPENDENT INVESTIGATION OF CREDIT

            (a)     The Trustee and the Manager shall be entitled to assume that
                    each Noteholder, Unitholder and Warehousing Investor has,
                    independently and without reliance on the Trustee, the
                    Manager or any other Noteholder, Unitholder or Warehousing
                    Investor (as the case may be), and based on such documents
                    and information as each has deemed appropriate, made its own
                    investigations in relation to the Notes, Noteholder
                    Entitlements, Units, Unitholder Entitlements, Warehousing
                    Investor Entitlements, the Trustee, the Manager and the
                    provisions of this Trust Deed and any other Transaction
                    Document.

            (b)     Each Noteholder and Warehousing Investor agrees that it
                    will, independently and without reliance on the Trustee, the
                    Manager or any other Noteholder or


                                                                              59
<PAGE>

                    Warehousing Investor and based on such documents and
                    information as it shall deem appropriate at the time,
                    continue to make its own analysis and decisions as to all
                    matters relating to this Deed and any other Transaction
                    Document.

20.21       INFORMATION

            Except for notices and other documents and information (if any)
            expressed to be required to be furnished to any person by the
            Trustee under this Deed or any other Transaction Document, the
            Trustee shall not have any duty or responsibility to provide any
            person (including, without limitation, any Noteholder, Unitholder or
            Warehousing Investor but not including the Manager) with any credit
            or other information concerning the affairs, financial condition or
            business of any of the Funds.

20.22       DIRECTIONS BY MANAGER

            The Trustee shall comply with any direction or instruction given to
            it by the Manager so long as such direction or instruction is not
            inconsistent with the provisions of this Deed or any other
            Transaction Document or with the Trustee's duties hereunder.

20.23       REMOVAL OF MANAGER

            If the Manager is removed pursuant to the Management Deed, then
            pending the appointment of a new Manager:

            (a)     the Trustee shall perform all the functions, duties and
                    obligations of the Manager hereunder;

            (b)     the Trustee shall be entitled to the rights and benefits of
                    the Manager hereunder, and to payment of the Manager's
                    Income Fee (as defined in the Management Deed), in both
                    cases calculated and accruing from the date of removal of
                    the Manager;

            (c)     where any notice, certificate, act or other matter is
                    required hereunder by the Manager (including as a
                    precondition to any act by the Trustee hereunder) it shall
                    be sufficient compliance with this Deed if the notice,
                    certificate, act or other matter is signed or done (as the
                    case may be) by the Trustee; and

            (d)     no further Approved Mortgages shall be made or acquired by
                    the Fund and no further Notes or Units shall be issued by
                    any Sub-Fund.

            It is recognised and accepted by the parties and by each Warehousing
            Investor, Unitholder and Noteholder that the Trustee in performing
            the functions, duties and obligations of the Manager hereunder
            pursuant to sub-clause (a), does not hold itself out, and shall not
            be judged on the basis that it is, expert or competent to fulfil
            such functions, duties and obligations of the Manager.

20.24       CONSUMER CREDIT CODE - RELIANCE ON OTHERS

            The Trustee may rely on others in relation to compliance with the
            Consumer Credit Code.

20.25       UNALLOCATED CCC LIABILITY

            Where the Trustee or the Manager incurs a CCC Liability which is not
            imposed, or does not arise, in respect of one or more specific Loans
            or Approved Mortgages (or related guarantees or other support), that
            CCC Liability will be allocated (notwithstanding clause 17.3)
            amongst the Sub-Funds (other than the Nominated Sub-Funds) and
            Warehouse Funds comprising the PUMA Fund on a pro rata basis having
            regard to the Face Value of Approved Mortgages in each such Fund at
            the time of allocation. Once allocated to a Sub-Fund or Warehouse
            Fund in accordance with this clause 20.25, CCC Liability will be
            recoverable from that Sub-Fund or


                                                                              60
<PAGE>

            Warehouse Fund as though it had been imposed in respect of one or
            more Approved Mortgages contained in that Sub-Fund or Warehouse Fund
            (as the case may be).

20.26       NOTICE OF CCC LIABILITY

            Each of the Manager and the Trustee must notify the other as soon as
            practicable upon becoming aware of any claim, proceedings or
            threatened claim or proceedings that could give rise to CCC
            Liability. For this purpose, the Trustee will be aware of a thing
            only if the Trustee is actually aware of that thing by virtue of the
            actual knowledge of the officers of the Trustee responsible for the
            administration of the PUMA Fund.

20.27       FIRST RECOURSE TO PRIMARY CCC INDEMNITY

            Where the Trustee incurs a CCC Liability it must seek recourse to
            the Primary CCC Indemnities in relation to the relevant Funds (to
            the extent it is available) before seeking any indemnity it may be
            entitled to from the assets of the Funds in respect of that CCC
            Liability. If for any reason that CCC Liability is not fully
            satisfied pursuant to a Primary CCC Indemnity within 1 week of the
            Trustee demanding satisfaction of that CCC Liability pursuant to the
            Primary CCC Indemnity, the Trustee may seek any indemnity it may be
            entitled to from the assets of the Funds in respect of that CCC
            Liability. The Trustee's rights under a Primary CCC Indemnity in
            respect of that CCC Liability will not be limited by any indemnity
            obtained from the assets of the Funds in respect of that CCC
            Liability, but the Trustee will account to the Funds in respect of
            amounts subsequently recovered under the Primary CCC Indemnity in
            respect of that CCC Liability to the extent necessary to prevent any
            double recovery.

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21.         NOTICES

21.1        NOTICES GENERALLY

            Subject to clauses 21.2 and 21.4, every notice, certificate,
            request, direction, demand or other communication of any nature
            whatsoever required to be served, given or made under or arising
            from this Deed:

            (a)     shall be in writing in order to be valid;

            (b)     shall be deemed to have been duly served, given or made in
                    relation to a party if it is:

                    (i)     delivered to the address of that party set out in
                            sub-paragraph (e) (or at such other address as may
                            be notified in writing by that party to the other
                            party from time to time); or

                    (ii)    posted by prepaid registered post to such address;
                            or

                    (iii)   sent by facsimile to the facsimile number set out in
                            sub-paragraph (e) (or to such other number as may be
                            notified in writing by that party to the other party
                            from time to time); or

                    (iv)    sent by email to an email address specified for this
                            purpose from time to time by the addressee;

            (c)     shall be sufficient if executed by the party giving, serving
                    or making the same or on its behalf by any two then
                    Authorised Signatories of such party or, in the case of
                    communications by email, if sent by an Authorised Signatory
                    of such party;

            (d)     shall be deemed to be given, served or made:

                    (i)     (in the case of prepaid registered post) within 2
                            Banking Days of posting;


                                                                              61
<PAGE>


                    (ii)    (in the case of facsimile) on receipt of a
                            transmission report confirming successful
                            transmission;

                    (iii)   (in the case of delivery by hand) on delivery; and

                    (iv)    (in the case of email) when the email is received;

            (e)     the addresses and facsimile numbers for service of notices
                    as referred to in sub-paragraph (b) of this clause are as
                    follows:

                    (i)     where the Trustee is the recipient:
                            Perpetual Trustees Australia Limited
                            Level 3
                            39 Hunter Street, Sydney
                            New South Wales 2000

                            Fax: (02) 9221 7870

                            Attention: Manager - Mortgage Securitisation

                    (ii)    where the Manager is the recipient:

                            Macquarie Securitisation Limited
                            Level 23
                            20 Bond Street, Sydney
                            New South Wales 2000

                            Fax: (02) 8232 4755

                            Attention: The Manager: PUMA Programme

                    (iii)   where a Warehousing Investor is the recipient:

                            at its address or facsimile number for service of
                            notices under the corresponding Warehousing
                            Investment Deed, or if there is no such Warehousing
                            Investment Deed, at its address appearing in the
                            Register

                    (iv)    where a Noteholder in respect of Registered Notes or
                            Unitholder is the recipient:

                            at its Registered Address or, if a facsimile number
                            is recorded in the Register in relation to that
                            Noteholder, that facsimile number and, in the case
                            of a Noteholder which holds Notes in respect of
                            which a Noted Security Holder is specified in the
                            Register, copied to the Registered Address of that
                            Noted Security Holder or, if a facsimile number is
                            recorded on the Register in relation to that Noted
                            Security Holder, that facsimile number

            provided that any notice, certificate, request, direction, demand or
            other communication to Noteholders in respect of Notes issued under
            an Issuing Document must be given in accordance with that Issuing
            Document.

21.2        NOTICES TO NOTEHOLDERS

            A notice, request or other communication by the Trustee or the
            Manager to Registered Noteholders shall be deemed to be duly given
            or made by an advertisement placed on a Banking Day in The
            Australian Financial Review (or other nationally distributed
            newspaper).


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<PAGE>


21.3        NOTICES TO CURRENT RATING AUTHORITIES

            The Manager shall provide a copy of each notice, request or other
            communication by the Trustee or the Manager to Noteholders to each
            Current Rating Authority (if any) for the Sub-Fund concerned as from
            time to time agreed in writing with that Current Rating Authority.

21.4        EMAIL

            Notwithstanding any other provision of this clause 21, a notice,
            request, certificate, approval, demand, consent or other
            communication to be given under this Deed may only be given by email
            where the recipient has expressly agreed with the sender that such
            communication, or communications of that type, may be given by
            email.

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22.         AMENDMENT

22.1        AMENDMENT BY TRUSTEE

            The Trustee may with the written approval of the Manager (in which
            respect the Manager must comply with its obligations under clause
            10.6, except for the purposes of paragraphs (b), (e) or (g) of this
            clause 22.1) by way of supplemental deed alter, add to or modify
            this Deed (including this clause 22) in respect of any one or more
            Sub-Funds or Warehouse Funds or alter, add to or modify a Sub-Fund
            Notice so long as such alteration, addition or modification is:

            (a)     to correct a manifest error or ambiguity or is of a formal,
                    technical or administrative nature only;

            (b)     in the opinion of the Trustee necessary to comply with the
                    provisions of any statute or regulation or with the
                    requirements of any Governmental Agency;

            (c)     in the opinion of the Trustee appropriate or expedient as a
                    consequence of the enactment of, or an amendment to, any
                    statute or regulation or the altered requirements of any
                    Governmental Agency or the decision of any court (including,
                    without limitation, an alteration, addition or modification
                    which is in the opinion of the Trustee appropriate or
                    expedient as a consequence of the enactment of, or an
                    amendment to, any statute or regulation or ruling by the
                    Commissioner or Deputy Commissioner of Taxation or any
                    announcement or statement of any Governmental Agency or any
                    decision of any court, in any case which has or may have the
                    effect of altering the manner or basis of taxation of trusts
                    generally or of trusts similar to any of the Funds);

            (d)     in the opinion of the Trustee neither prejudicial nor likely
                    to be prejudicial to the interests of the Noteholders (or
                    the holder of any Specified Investor Security, if
                    applicable) or Unitholders in respect of a then constituted
                    Sub-Fund (in the case of an alteration, addition or
                    modification affecting that Sub-Fund) or a Warehousing
                    Investor in respect of a then constituted Warehouse Fund (in
                    the case of an alteration, addition or modification
                    affecting that Warehouse Fund);

            (e)     an alteration, addition or modification to the Second
                    Schedule where without such alteration, addition or
                    modification, any stamp duty concession in respect of the
                    issue or transfer of Notes, would be prejudiced;

            (f)     to apply only in respect of Sub-Funds or Warehouse Funds yet
                    to be constituted hereunder;

            (g)     necessary to ensure that neither this Deed nor any offer or
                    transfer in respect of Notes is required to be registered
                    with or approved by any regulatory authority in

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                    any State or Territory of the Commonwealth of Australia; or

            (h)     in the opinion of the Trustee will enable the provisions of
                    this Deed or any Transaction Document to be more
                    conveniently, advantageously, profitably or economically
                    administered or is otherwise desirable for any reason.

22.2        AMENDMENT WITH CONSENT

            Where in the opinion of the Trustee a proposed alteration, addition
            or modification to this Deed referred to in clause 22.1(h), is
            prejudicial or likely to be prejudicial to the interests of
            Noteholders or a class of Noteholders or any Unitholder in a
            particular then constituted Sub-Fund or to the interests of a
            Warehousing Investor in a particular then constituted Warehouse
            Fund, such alteration, addition or modification may be effected by
            the Trustee with the prior consent, respectively, of the
            Noteholders, or that class of Noteholders, in the particular
            Sub-Fund pursuant to an Extraordinary Resolution of the Noteholders,
            or that class of Noteholders, in the Sub-Fund or with the prior
            written consent of such Unitholders in respect of the Sub-Fund or
            all Warehousing Investors in respect of the particular Warehouse
            Fund. If an alteration, addition or modification is prejudicial or
            likely to be prejudicial to all Noteholders of a Sub-Fund an
            Extraordinary Resolution of all such Noteholders may approve such
            alteration, addition or modification and an Extraordinary Resolution
            of each class of Noteholders of the Sub-Fund is not required.

22.3        COPY OF AMENDMENTS TO NOTEHOLDERS

            The Trustee shall upon request by a Noteholder or Warehousing
            Investor, provide the Noteholder or Warehousing Investor with a copy
            of the supplemental deed effecting any alteration, addition or
            modification to this Deed. The Manager shall provide each Noted
            Security Holder with a copy of any supplemental deed effecting any
            alteration, addition or modification to this Deed in its application
            to the Sub-Fund in respect of which that Noted Security Holder holds
            security over Notes.

22.4        COPY OF AMENDMENTS IN ADVANCE TO CURRENT RATING AUTHORITIES

            The Manager shall provide a copy of a proposed alteration, addition
            or modification to this Deed, and to any other document in relation
            to a Sub-Fund agreed in writing with a Current Rating Authority, to
            each Current Rating Authority (if any) for the Sub-Fund at least 5
            Banking Days prior to the same taking effect.

22.5        ASSUMPTION BY TRUSTEE

            For the purposes of this clause 22, the Trustee may assume that any
            alteration, addition or modification referred to in clause 22.1 is
            not prejudicial or likely to be prejudicial to the interests of
            Noteholders or a class of Noteholders if the Trustee receives
            written confirmation from each relevant Current Rating Authority
            that the proposed alteration, addition or modification will not
            result in a reduction, qualification or withdrawal of any credit
            rating then assigned by that Current Rating Authority to the
            relevant Notes.

--------------------------------------------------------------------------------
23.         MISCELLANEOUS

23.1        CERTIFICATES BY MANAGER

            Any statement or certificate by the Manager in relation to any act,
            matter, thing or state of affairs in relation to any of the Funds,
            this Deed or any other Transaction Document shall, in the absence of
            manifest error be final, be binding and conclusive upon the Trustee,
            Noteholders, Warehousing Investors, Unitholders and all other
            persons.



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23.2        WAIVERS, REMEDIES CUMULATIVE

            Save as provided in this Deed, no failure to exercise and no delay
            in exercising on the part of the Trustee or the Manager of any
            right, power or privilege under this Deed shall operate as a waiver,
            nor shall any single or partial exercise of any right power or
            privilege preclude any other or further exercise of such right power
            or privilege, or the exercise of any other right, power or
            privilege.

23.3        GOVERNING LAW

            This Deed shall be governed by and construed in accordance with the
            laws of the State of New South Wales.

23.4        JURISDICTION

            (a)     Each of the Trustee, the Manager, the Warehousing Investors,
                    the Noteholders and the Unitholders of each Sub-Fund
                    irrevocably submits to and accepts, generally and
                    unconditionally, the non-exclusive jurisdiction of the
                    courts and appellate courts of the State of New South Wales
                    with respect to any legal action or proceedings which may be
                    brought at any time relating in any way to this Deed.

            (b)     Each of the Trustee, the Manager, the Warehousing Investors,
                    the Noteholders and the Unitholders of each Sub-Fund
                    irrevocably waives any objection it may now or in the future
                    have to the venue of any such action or proceedings and any
                    claim it may now or in the future have that any such action
                    or proceeding has been brought in an inconvenient forum.

23.5        SEVERABILITY OF PROVISIONS

            In the event that any provision of this Deed is prohibited or
            unenforceable in any jurisdiction such provision shall, as to such
            jurisdiction, be ineffective to the extent of such prohibition or
            unenforceability without invalidating the remaining provisions of
            this Deed or affecting the validity or enforceability of such
            provision in any other jurisdiction.

23.6        LIABILITY OF NOTEHOLDERS, WAREHOUSING INVESTORS, THE MANAGER AND THE
            UNITHOLDERS OF EACH SUB-FUND

            The Noteholders, Warehousing Investors, the Unitholders of each
            Sub-Fund and the Manager shall not be personally liable to indemnify
            the Trustee or make any payments to any other person in relation to
            any Sub-Fund or Warehouse Fund except to the extent of the assets
            then comprised in the Sub-Fund or Warehouse Fund in respect of which
            they are Noteholders, Warehousing Investors, Unitholders or the
            Manager (as the case may be) except in the case of the Manager that
            there shall be no limit on the Manager's liability for any fraud,
            negligence or wilful default by it in its capacity as the Manager of
            the relevant Sub-Fund or Warehouse Fund and in the case of the
            Manager or the Warehousing Investors except to the extent provided
            in any other Transaction Document.

23.7        COUNTERPARTS

            This Deed may be executed in any number of counterparts and all of
            such counterparts taken together shall be deemed to constitute one
            and the same instrument.

23.8        INSPECTION OF DEED

            Noteholders, Warehousing Investors and the Unitholders of each
            Sub-Fund may inspect a copy of this Deed at the office of the
            Trustee during normal business hours, but shall not be entitled to a
            copy thereof.

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FIRST SCHEDULE
PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1.          DEFINITIONS AND INCORPORATION OF TERMS

            In this Schedule, unless the context indicates a contrary intention:

            (a)     "REPRESENTATIVE" means:

                    (i)     in the case of a Noteholder, a person who is
                            appointed as a proxy for that Noteholder pursuant to
                            clause 9 of this Schedule; and

                    (ii)    without limiting the generality of paragraph (i), in
                            the case of a Noteholder which is a body corporate,
                            a person who is appointed pursuant to clause 10 of
                            this Schedule by the Noteholder;

            (b)     "TRUST DEED" means the Trust Deed of which this Schedule
                    forms part (as altered, added to or modified from time to
                    time);

            (c)     a reference to a clause is to a clause of this Schedule; and

            (d)     terms defined in the Trust Deed have the same meaning in
                    this Schedule.

2.          CONVENING OF MEETINGS

            (a)     The Trustee or the Manager at any time may convene a meeting
                    of the Noteholders or a class of Noteholders (the "RELEVANT
                    NOTEHOLDERS") of a Sub-Fund.

            (b)     Subject to its being indemnified to its satisfaction against
                    all costs and expenses thereby occasioned, upon a request in
                    writing of Noteholders holding not less than one-tenth of
                    the Face Value of the Notes for the time being outstanding
                    (which may include, without double counting, requests made
                    by a Noted Security Holder in respect of Notes in relation
                    to which it is noted in the Register), the Trustee must
                    convene a meeting of Noteholders of a Sub-Fund.

            (c)     Every meeting of the Relevant Noteholders shall be held at
                    such time and place as the Trustee approves.

3.          NOTICE OF MEETINGS

            At least 7 days' notice (inclusive of the day on which the notice is
            given and of the day on which the meeting is held) specifying the
            day, time and place of meeting of the Relevant Noteholders shall be
            given to the Relevant Noteholders of the Sub-Fund. A copy of the
            notice shall in all cases be given by the Trustee or the Manager
            convening the meeting to the other. Such notice shall be given in
            the manner provided in the Trust Deed and shall specify, unless in
            any particular case the Trustee otherwise agrees, the nature of the
            resolutions to be proposed and shall include a statement to the
            effect that the person maintaining the Register in relation to the
            Registered Notes (if any) corresponding to the Relevant Noteholders
            may for the purpose of appointing Representatives be instructed not
            to register a transfer of such Notes in the period 2 Banking Days
            prior to the date fixed for the meeting and shall, in relation to
            Notes issued under an Issuing Document (if any) corresponding to the
            Relevant Noteholders, include such other statements as are required
            in accordance with that Issuing Document. Notwithstanding that a
            meeting is convened upon shorter notice than as specified in this
            clause or a meeting or details thereof are not notified, advised or
            approved in accordance with this clause, it shall be deemed to be
            duly convened if it is so agreed by the Relevant Noteholders
            representing a quorum. The accidental omission to give notice to or
            the non-receipt of notice by any person entitled thereto shall not
            invalidate the proceedings at any meeting.


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4.          CHAIRMAN

            A person (who need not be a Relevant Noteholder and who may be a
            representative of the Trustee) nominated in writing by the Trustee
            shall be entitled to take the chair at every such meeting but if no
            such nomination is made or if at any meeting the person nominated
            shall not be present within 15 minutes after the time appointed for
            the holding of such meeting the Relevant Noteholders present shall
            choose one of their number to be chairman.

5.          QUORUM

            At any such meeting any 2 or more persons present in person being
            Relevant Noteholders holding, or Representatives holding or
            representing, in the aggregate not less than 25% of the Face Value
            of Notes corresponding to the meeting of Relevant Noteholders and
            then outstanding shall (except for the purpose of passing an
            Extraordinary Resolution) form a quorum for the transaction of
            business and no business (other than the choosing of a chairman)
            shall be transacted at any meeting unless the requisite quorum is
            present at the commencement of business. The quorum at any such
            meeting for passing an Extraordinary Resolution shall be persons
            present being Relevant Noteholders holding, or being Representatives
            holding or representing, in aggregate 67% or more of the Face Value
            of Notes corresponding to the meeting of Relevant Noteholders issued
            in relation to the Sub-Fund and then outstanding.

6.          ADJOURNMENT

            (a)     If within 15 minutes from the time appointed for any such
                    meeting a quorum is not present the meeting shall stand
                    adjourned (unless the Trustee agrees that it be dissolved)
                    for such period, not being less than 7 days nor more than 42
                    days, as may be appointed by the chairman. At such adjourned
                    meeting 2 or more persons present in person being Relevant
                    Noteholders holding, or being Representatives holding or
                    representing, Notes corresponding to the meeting of Relevant
                    Noteholders and then outstanding (whatever the Notes so held
                    or represented) shall form a quorum (except for the purposes
                    of passing an Extraordinary Resolution) and shall have the
                    power to pass any resolution and to decide upon all matters
                    which could properly have been dealt with at the meetings
                    from which the adjournment took place had a quorum been
                    present at such meeting. The quorum at any such adjourned
                    meeting for passing an Extraordinary Resolution shall be as
                    specified in clause 5.

            (b)     The chairman may with the consent of (and shall if directed
                    by) any meeting adjourn the same from time to time and from
                    place to place but no business shall be transacted at any
                    adjourned meeting except business which might lawfully have
                    been transacted at the meeting from which the adjournment
                    took place.

            (c)     At least 5 days' notice of any meeting adjourned through
                    want of a quorum shall be given in the same manner as of an
                    original meeting and such notice shall state the quorum
                    required at such adjourned meeting. It shall not, however,
                    otherwise be necessary to give any notice of an adjourned
                    meeting.

7.          VOTING PROCEDURE

            (a)     Every question submitted to a meeting shall be decided in
                    the first instance by a show of hands and in case of
                    equality of votes the chairman shall both on a show of hands
                    and on a poll have a casting vote in addition to the vote or
                    votes (if any) to which he may be entitled as a Relevant
                    Noteholder or as a Representative.

            (b)     At any meeting, unless a poll is (before or on the
                    declaration of the result of the show of hands) demanded by
                    the chairman, the Trustee or the Manager or by one or more
                    persons being Relevant Noteholders holding, or being
                    Representatives holding or representing, in aggregate not
                    less than 2% of the Face Value of Notes corresponding to the
                    meeting of Relevant Noteholders and then outstanding, a

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<PAGE>

                    declaration by the chairman that a resolution has been
                    carried by a particular majority or lost or not carried by
                    any particular majority shall be conclusive evidence of the
                    fact without proof of the number or proportion of the votes
                    recorded in favour of or against such resolution.

            (c)     If at any meeting a poll is so demanded, it shall be taken
                    in such manner and (subject as hereinafter provided) either
                    at once or after such an adjournment as the chairman directs
                    and the result of such poll shall be deemed to be the
                    resolution of the meeting at which the poll was demanded as
                    at the date of the taking of the poll. The demand for a poll
                    shall not prevent the continuance of the meeting for the
                    transaction of any business other than the question on which
                    the poll has been demanded.

            (d)     Any poll demanded at any meeting on the election of a
                    chairman or on any question of adjournment shall be taken at
                    the meeting without adjournment.

            (e)     Subject to clause 7(a) of this Schedule, at any meeting (a)
                    on a show of hands every person being a Relevant Noteholder
                    holding, or being a Representative holding or representing,
                    then outstanding Notes corresponding to the meeting of
                    Relevant Noteholders shall have one vote and (b) on a poll
                    every person who is so present shall have one vote for each
                    $100,000 (but not part thereof) of the Face Value of Notes
                    corresponding to the meeting of Relevant Noteholders and
                    then outstanding that he holds or in respect of which he is
                    a Representative. Any person entitled to more than one vote
                    need not use all his votes or cast all his votes to which he
                    is entitled in the same way.

8.          RIGHT TO ATTEND AND SPEAK

            The Trustee and the Manager (through their respective
            representatives) and their respective financial and legal advisers
            shall be entitled to attend and speak at any meeting of Relevant
            Noteholders. No person shall otherwise be entitled to attend or vote
            at any meeting of Relevant Noteholders unless he holds outstanding
            Notes corresponding to the meeting of Relevant Noteholders or is a
            Representative holding or representing such Notes.

9.          APPOINTMENT OF PROXIES

            (a)     Each appointment of a proxy shall be in writing and,
                    together (if so required by the Trustee) with proof
                    satisfactory to the Trustee of its due execution, shall be
                    deposited at the registered office of the Trustee or at such
                    other place as the Trustee shall designate or approve not
                    less than 24 hours before the time appointed for holding the
                    meeting or adjourned meeting at which the named proxy
                    proposes to vote and in default, the appointment of proxy
                    shall be treated as valid unless the chairman of the meeting
                    decides otherwise before such meeting or adjourned meeting
                    proceeds to business. A notarially certified copy proof as
                    aforesaid (if applicable) of due execution shall if required
                    by the Trustee be produced by the proxy at the meeting or
                    adjourned meeting but the Trustee shall not thereby be
                    obliged to investigate or be concerned with the validity of,
                    or the authority of, the proxy named in any such
                    appointment. The proxy named in any appointment of proxy
                    need not be a Relevant Noteholder.

            (b)     Any vote given in accordance with the terms of an
                    appointment of proxy conforming with clause 9(a) of this
                    Schedule shall be valid notwithstanding the previous
                    revocation or amendment of the appointment of proxy or of
                    any of the Relevant Noteholder's instructions pursuant to
                    which it was executed, provided that no intimation in
                    writing of such revocation or amendment shall have been
                    received by the Trustee at its registered office or by the
                    chairman of the meeting in each case not less than 24 hours
                    before the commencement of the meeting or adjourned meeting
                    at which the appointment of proxy is used.


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10.         CORPORATE REPRESENTATIVES

            A person authorised pursuant to section 250D of the Corporations Act
            2001 by a Relevant Noteholder being a body corporate to act for it
            at any meeting shall, in accordance with his authority until his
            authority is revoked by the body corporate concerned, be entitled to
            exercise the same powers on behalf of that body corporate as that
            body corporate could exercise if it were an individual Relevant
            Noteholder and shall be entitled to produce evidence of his
            authority to act at any time before the time appointed for the
            holding of or at the meeting or adjourned meeting or for the taking
            of a poll at which he proposes to vote.

11.         RIGHTS OF REPRESENTATIVES

            A Representative shall have the right to demand or join in demanding
            a poll and shall (except and to the extent to which the
            Representative is specially directed to vote for or against any
            proposal) have power generally to act at a meeting for the Relevant
            Noteholder. The Trustee, the Manager and any officer of the Trustee
            and the Manager may be appointed a Representative.

12.         POWERS OF A MEETING OF NOTEHOLDERS

            (a)     A meeting of Relevant Noteholders shall, without prejudice
                    to any rights or powers conferred on other persons by the
                    Transaction Documents, only have power exercisable by
                    Extraordinary Resolution:

                    (i)     to sanction any action that the Trustee or the
                            Manager proposes to take to enforce the provisions
                            of any Transaction Document relating to the Relevant
                            Noteholders;

                    (ii)    to sanction any proposal by the Manager or the
                            Trustee for any modification, abrogation, variation
                            or compromise of, or arrangement in respect of, the
                            rights of the Relevant Noteholders against the
                            Trustee or the Manager whether such rights arise
                            under any Transaction Document or otherwise;

                    (iii)   to sanction the exchange or substitution of Notes
                            for or the conversion of Notes into, bonds or other
                            obligations or securities of the Trustee or any
                            other body corporate formed or to be formed;

                    (iv)    pursuant to clause 22.2 of the Trust Deed, to
                            consent to any alteration, addition or modification
                            of the Trust Deed which shall be proposed by the
                            Trustee or the Manager;

                    (v)     to discharge or exonerate the Trustee or the Manager
                            from any liability in respect of any act or omission
                            for which it may become responsible under any
                            Transaction Document relating to the Relevant
                            Noteholders; and

                    (vi)    to authorise the Trustee, the Manager or any other
                            person to concur in and execute and do all such
                            documents, acts and things as may be necessary to
                            carry out and give effect to any Extraordinary
                            Resolution.

            (b)     A meeting of Relevant Noteholders shall not have power to,
                    nor shall any resolution submitted to the meeting propose or
                    have the effect of:

                    (i)     removing the Trustee or Manager from office;

                    (ii)    interfering with the management of the Sub-Fund or
                            any other Warehouse Fund or Sub-Fund;


                                                                              69
<PAGE>

                    (iii)   winding up or terminating the Sub-Fund or any other
                            Warehouse Fund or Sub-Fund;

                    (iv)    altering the Authorised Investments of the Fund; or

                    (v)     varying the Trust Deed, any Transaction Document or
                            the terms of the Notes (but without limiting clause
                            12(a)(iv) above).

13.         EXTRAORDINARY RESOLUTION BINDING ON NOTEHOLDERS

            An Extraordinary Resolution passed at a meeting of Relevant
            Noteholders duly convened and held in accordance with this Schedule
            or passed in accordance with clause 15 is binding upon all the
            Relevant Noteholders whether or not present at such meeting and each
            of the Relevant Noteholders, the Trustee and the Manager are bound
            to give effect thereto accordingly provided that:

            (a)     a resolution of all Relevant Noteholders which in its terms
                    (or having regard to the terms of the Trust Deed or the
                    corresponding Sub-Fund Notice) affects a particular class of
                    Noteholders only, or in a manner different to the rights of
                    the Relevant Noteholders generally, is not binding on the
                    Noteholders of that particular class unless the Noteholders
                    of that particular class have, by Extraordinary Resolution,
                    agreed to be bound thereby; and

            (b)     a resolution of Relevant Noteholders which in its terms (or
                    having regard to the terms of the Trust Deed or the
                    corresponding Sub-Fund Notice) affects a particular
                    Noteholder only, or in a manner different to the rights of
                    all Noteholders of its class generally, is not binding on
                    that Noteholder unless it has agreed to be bound thereby.

14.         MINUTES AND RECORDS

            Minutes of all resolutions and proceedings at every meeting of
            Relevant Noteholders shall be made and duly entered in the books to
            be from time to time provided for that purpose by the Trustee and
            any such minutes as aforesaid if purporting to be signed by the
            chairman of the meeting at which such resolutions were passed or
            proceedings transacted or by the chairman of the next succeeding
            meeting of Relevant Noteholders shall be conclusive evidence of the
            matters therein contained and until the contrary is proved every
            such meeting in respect of the proceedings of which minutes have
            been made and signed as aforesaid shall be deemed to have been duly
            convened and held and all resolutions passed or proceedings
            transacted thereat to have been duly passed and transacted.

15.         WRITTEN RESOLUTIONS

            Notwithstanding the preceding provisions of this Schedule, a
            resolution of Relevant Noteholders (including an Extraordinary
            Resolution) may be passed, without any meeting or previous notice
            being required, by an instrument or instruments in writing which has
            or have been signed by all Relevant Noteholders. Any such instrument
            shall be effective upon presentation to the Trustee for entry in the
            records referred to in clause 14 of this Schedule.

16.         FURTHER PROCEDURES FOR MEETINGS

            Subject to all other provisions contained in this Schedule, the
            Trustee may without the consent of the Relevant Noteholders
            prescribe such further regulations regarding the holding of meetings
            of Relevant Noteholders and attendance and voting thereat as the
            Trustee may in its sole discretion determine including particularly
            (but without prejudice to the generality of the foregoing) such
            regulations and requirements as the Trustee thinks reasonable:

            (a)     so as to satisfy itself that persons who purport to attend
                    or vote at any meeting of

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<PAGE>

                    Relevant Noteholders are entitled to do so in accordance
                    with this Schedule and the Trust Deed; and

            (b)     as to the form of appointment of a Representative.

17.         NOTED SECURITY HOLDER

            Notwithstanding the preceding provisions of this Schedule, if a
            Noted Security Holder is specified in the Register in respect of any
            Registered Notes, the rights of the relevant Noteholder to vote
            (including by the appointment of a Representative) and to otherwise
            participate in a meeting of Relevant Noteholders may only be
            exercised by the Noted Security Holder or by the Noteholder with the
            prior written consent of the Noted Security Holder and all notices
            issued to that Noteholder must also be issued by the Trustee or the
            Manager, as the case may be, to the Noted Security Holder. Each such
            written consent, and (if so required by the Trustee) proof
            satisfactory to the Trustee of its due execution, shall be deposited
            at the registered office of the Trustee or at such other place as
            the Trustee shall designate or approve not less than 24 hours before
            the time appointed for holding the meeting or adjourned meeting. Any
            vote given in accordance with the terms of such consent shall be
            valid notwithstanding the previous revocation or amendment of that
            consent, provided that no intimation in writing of such revocation
            or amendment is received by the Trustee at its registered office or
            by the chairman of the meeting in each case not less than 24 hours
            before the commencement of the meeting or adjourned meeting.

18.         NOTES IN FOREIGN CURRENCIES

            If any Notes corresponding to a meeting of Relevant Noteholders are
            denominated in a currency other than Dollars then for the purposes
            of this Schedule the Face Value of such Notes will be an amount
            denominated in Dollars calculated by converting the Face Value of
            those Notes in that other currency to Dollars at the prevailing
            exchange rate, as determined by the Trustee, on the day 2 Banking
            Days prior to the date of any relevant meeting (or, in the case of a
            request pursuant to clause 2(b), on the date of such request).




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SECOND SCHEDULE
AUTHORISED INVESTMENTS

The Authorised Investments in relation to a Fund are, subject to the
corresponding Warehousing Investment Deed or Sub-Fund Notice in relation to that
Fund, any of the following investments denominated in Australian dollars:

(a)         Loans secured by Approved Mortgages over Land.

(b)         Cash.

(c)         Bonds, debentures, stock or treasury bills issued by or notes or
            other securities issued by the Commonwealth of Australia or the
            government of any State or Territory of the Commonwealth of
            Australia.

(d)         Deposits with, or the acquisition of certificates of deposit issued
            by, a bank.

(e)         Bills of exchange, which at the time of acquisition have a maturity
            date of not more than 200 days, accepted or endorsed (with recourse)
            by a bank.

(f)         Securities which are "mortgage-backed securities" within the meaning
            of the Duties Act 1997 (NSW) and the Trustee Act 1958 (Vic).

(g)         Debentures or stock of any public statutory body constituted under
            the laws of the Commonwealth of Australia or any State of the
            Commonwealth where the repayment of the principal secured and the
            interest payable on that principal is guaranteed by the Commonwealth
            or the State.

PROVIDED THAT only for a Sub-Fund to which a Current Rating Authority is
applicable (but subject to clause 10.6 or any agreement to the contrary by each
such Current Rating Authority for the Sub-Fund):

1.          an investment of the nature referred to in paragraphs (c), (d), (e),
            (f) or (g) acquired by the Trustee as trustee of the Sub-Fund and
            being at call or having a remaining maturity at the date of such
            acquisition of not more than 12 months must have, or the issuer in
            respect thereof must have:

            (a)     a credit rating of P-1 (in the case of Moody's if it is a
                    Current Rating Authority), of F1+ (in the case of Fitch if
                    it is a Current Rating Authority) and the equivalent short
                    term credit rating from any other Rating Authority (other
                    than S&P) which is a Current Rating Authority;

            (b)     if S&P is a Current Rating Authority for the Sub-Fund, a
                    credit rating of A- 1 provided that if the aggregate of such
                    investments held by the Sub-Fund exceeds 20% of the then
                    outstanding principal balance of all Notes of the Sub-Fund
                    (converted to A$, where required, in accordance with the
                    Sub-Fund Notice):

                    (i)     any additional such investment must have a credit
                            rating of A-1+; and

                    (ii)    the Trustee must transfer the funds in any Account
                            or Combined Account held with a financial
                            institution with a credit rating of less than A-1+
                            to an Account or Combined Account held with a
                            financial institution with a credit rating of A-1+
                            to the extent necessary such that the aggregate of
                            such investments held by the Sub-Fund no longer
                            exceeds 20% of the then outstanding principal
                            balance of all the Notes of the Sub-Fund (converted
                            to A$, where required, in accordance with the
                            Sub-Fund Notice); and

            (c)     if Moody's is a Current Rating Authority for the Sub-Fund,
                    such investment, or the



                                                                              72
<PAGE>

                    issuer in respect thereof, must have a long term credit
                    rating from Moody's of the following:

                    (a)     A2 or better if the investment is at call or has a
                            remaining maturity at the date of acquisition of one
                            month or less;

                    (b)     A1 or better if the investment has a remaining
                            maturity at the date of acquisition of greater than
                            one month but not more than 3 months;

                    (c)     Aa3 or better if the investment has a remaining
                            maturity at the date of acquisition of greater than
                            3 months but not more than 6 months; and

                    (d)     Aaa if the investment has a remaining maturity at
                            the date of acquisition of more than 6 months.

            (2)     an investment of the nature referred to in paragraphs (c),
                    (d), (e), (f) or (g) acquired by the Trustee as trustee of
                    the Sub-Fund and having a remaining maturity at the date of
                    acquisition of more than 12 months must have, or the issuer
                    in respect thereof must have, a long term credit rating of
                    Aaa (in the case of Moody's if it is a Current Rating
                    Authority), AAA (in the case of S&P or Fitch if they are
                    Current Rating Authorities) and the equivalent long term
                    credit rating by a Rating Authority which is a Current
                    Rating Authority.



                                                                              73
<PAGE>

THIRD SCHEDULE LOANS

A.          SECURITY REQUIREMENTS

            Loans are to be secured by registered first legal mortgages or by
            mortgages registrable as first legal mortgages over freehold land or
            leasehold land with a lease term at least 15 years longer than the
            loan term (subject to any prior statutory charges and any prior
            charges of a body corporate, service company or equivalent, whether
            registered or otherwise, which in the opinion of the Manager, do not
            prevent the mortgage from being considered a first-ranking mortgage
            in accordance with standard lending practice in the relevant State
            at the time the Mortgage is granted or transferred to the Trustee).
            The mortgage is to be registered under the appropriate statute of
            the State in which the property is located.

B.          SECURITY DOCUMENTS

            All evidence of title and ancillary documents and insurance must be
            verified by the Trustee or the Manager prior to the loan being
            originated or acquired, and the corresponding mortgage being treated
            as an Approved Mortgage. The Trustee or the Manager shall be taken
            to have verified evidence of title and ancillary documents and
            insurances if it sights a certificate given by Approved Solicitors
            or Title Insurers so verifying those matters (or obtains such other
            confirmation, enhancement or warranty (which may include, without
            limitation, title insurance in relation to the Approved Mortgage) as
            it is directed to obtain by the Manager in lieu of a certificate
            given by Approved Solicitors or Title Insurers).

C.          CURRENCY OF LOAN

            The loan must be a loan made in Dollars and repayable in Australia
            in Dollars.

D.          WAREHOUSING INVESTOR REQUIREMENTS

            A loan and each mortgage securing that loan acquired by the Trustee
            of a Warehouse Fund must satisfy the additional requirements (if
            any) from time to time specified or approved by the Warehousing
            Investor in relation to that Warehouse Fund.

E.          RATING AUTHORITY REQUIREMENTS

            If a loan and each mortgage securing that loan are to be transferred
            from the Trustee as trustee of a Selling Fund to the Trustee as
            trustee of an Acquiring Fund pursuant to clause 6B the loan and such
            mortgage at the time of initial acquisition by the Trustee as
            trustee of a Fund must also satisfy the additional requirements (if
            any) from time to time specified or approved by each Current Rating
            Authority (if any) for the Acquiring Fund at the time of the
            transfer.

                                                                              74
<PAGE>





FOURTH SCHEDULE
FORM OF NOTEHOLDER ACKNOWLEDGEMENT

PUMA FUND

                             CERTIFICATE NUMBER [ ]

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827
(the "TRUSTEE")

MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
(the "MANAGER")

THIS IS TO CERTIFY THAT:

NOTEHOLDER:             [                                ]

                        ACN [                            ] (the "NOTEHOLDER")

ADDRESS:                [                                ]

appears in the Register as the holder of the Note specified below (the "NOTE")
issued by the Trustee as trustee of PUMA Sub-Fund [    ] (the "SUB-FUND") as
constituted by a Trust Deed dated 13 July 1990 as amended from time to time
establishing the PUMA Fund (the "TRUST DEED") dated [    ] 2000 between the
Manager and the Trustee and a Sub-Fund Notice as amended from time to time (the
"SUB-FUND NOTICE") dated [    ] from the Manager to the Trustee.

Unless defined in this Noteholder Acknowledgement or a contrary intention
appears, words and expressions used in this Noteholder Acknowledgement have the
same meaning as in the Sub-Fund Notice (including by incorporation by
reference).

The Noteholder was entered on the Register as holder of the Note described below
at [   ] on [        ].

SUB-FUND REFERENCE:

DATE OF ISSUE:

NAME OF NOTE:

CLASS OF NOTE:

MATURITY DATE OF NOTE:

FACE VALUE OF NOTE:

COUPON RATE OF NOTE:

INTEREST PAYMENT DATES OF NOTE:

[A tax file number or Australian Business Number has/has not been obtained from
the person named above.]

The Note is issued and held subject to the provisions of the Trust Deed, the
Sub-Fund Notice and a Security Trust Deed in relation to the Sub-Fund (the
"SECURITY TRUST DEED") dated [    ] between the Manager, the Trustee and [    ],
(as Security Trustee). Copies of the Trust Deed, the Sub-Fund

                                                                              75
<PAGE>

Notice, the Register and the Security Trust Deed are available for inspection by
Noteholders at the offices of the Trustee at Level 7, 39 Hunter Street, Sydney
NSW 2000.

Neither the Manager nor the Trustee is under any obligation at any time to
repurchase any Notes from Noteholders.

This Noteholder Acknowledgement is not a certificate of title and the Register
on which this Note is registered is the only conclusive evidence of the title of
the abovementioned person to the Note.

The Trustee issues the Note in its role as trustee of the Sub-Fund. Any
obligation or liability of the Trustee arising under or in any way connected
with the Sub-Fund under the Trust Deed, the Sub-Fund Notice or any other
Transaction Document (including the Note) to which the Trustee is a party is
limited to the extent to which it can be satisfied out of the assets of the
Sub-Fund out of which the Trustee is actually indemnified for the obligation or
liability. This limitation will not apply to any obligation or liability of the
Trustee only to the extent that it is not so satisfied because of any fraud,
negligence or willful default on the part of the Trustee. The Trustee will have
no liability for any act or omission of the Manager or of any other person
(other than a person whose acts or omissions the Trustee is liable for in
accordance with any Transaction Document in relation to the Sub-Fund).

Transfers of this Note must be pursuant to a Note Transfer and Acceptance as set
out in the Fifth Schedule to the Trust Deed. Copies of Note Transfer and
Acceptances are available from the Trustee at the abovementioned address.
Executed Note Transfer and Acceptances must be lodged with the Trustee
accompanied by this Noteholder Acknowledgement.

Neither the Manager nor the Trustee guarantees any payment or repayment of any
Noteholder Entitlements in respect of the Notes.

The Notes do not represent deposits or other liabilities of the Manager. The
holding of Notes is subject to investment risk, including possible delays in
payment and loss of income and principal invested. Neither the Trustee (in its
personal capacity) nor the Manager stands in any way behind the capital value
and/or performance of the Notes or the assets held by the Sub-Fund.

Dated:

For and on behalf of

PERPETUAL TRUSTEES AUSTRALIA LIMITED
as trustee of the Sub-Fund


--------------------                           ---------------------
Authorised Signatory                           Authorised Signatory



                                                                              76
<PAGE>


FIFTH SCHEDULE
FORM OF NOTE TRANSFER AND ACCEPTANCE

                                    PUMA FUND

                                                               ----------------
TO: Perpetual Trustees Australia Limited,        Registry Use   Date Lodged
    ABN 86  000 431 827                          Only            /      /
    (the "TRUSTEE")

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


                            ----------------------------------------------------
TRANSFEROR (the
"TRANSFEROR")
(Full Name, ACN/ABN (if     ----------------------------------------------------
applicable)and Address)
(Please Print)              ----------------------------------------------------

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

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

HEREBY APPLIES TO ASSIGN TO
TRANSFEREE (the             ----------------------------------------------------
"TRANSFEREE")
(Full Name, ACN/ABN (if     ----------------------------------------------------
applicable)and Address)
(Please Print)              ----------------------------------------------------

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


the following Notes (the "NOTES") issued by the Trustee as trustee of PUMA
Sub-Fund [             ] (the "SUB-FUND"):

SUB-FUND REFERENCE:

DATE OF ISSUE:

CERTIFICATE NUMBER OF NOTE:

NAME OF NOTE:

CLASS OF NOTE:

FACE VALUE OF NOTE:

INTEREST PAYMENT DATES OF NOTE:

MATURITY DATE OF NOTE:        /      /

and all the Transferor's property and interest in the same and to the interest
accrued thereon.

                                                      ------------------------
                                                      Settlement Amount
                                                      $
                                                      ------------------------


The Transferee acknowledges that:

(i)         the Notes do not represent deposits or other liabilities of the
            Manager;

(ii)        the holding of the Notes is subject to investment risk, including
            possible delays in payment and loss of income and principal
            invested; and

(iii)       neither the Trustee (in its personal capacity) nor the Manager,
            stand in any way behind the capital value and/or performance of the
            Notes or the assets held by the Sub-Fund.

                                                                              77
<PAGE>


TRANSFEROR
                         ------------------------------------------
(See notes below)                    Authorised Signatory

Witness                                                           Date    /    /

TRANSFEREE
                         ------------------------------------------
(See notes below)                    Authorised Signatory

Witness                                                           Date    /    /

PAYMENTS
(tick where appropriate)

--------------------------------------------------------------------------------
|_|       In accordance with existing instructions       (existing holders only)

|_|       By cheque posted to above address

|_|       By crediting the following account in Australia and in the name of the
          Trustee only
--------------------------------------------------------------------------------
Name of Account                                                 Account No.
--------------------------------------------------------------------------------
Name of Financial Institution                                   Branch

|_|          Bank
                 -----------------------------------

|_|          Building Society
                              -----------------------------

--------------------------------------------------------------------------------
Tax File Number or Australian Business Number (if applicable):
--------------------------------------------------------------------------------


Authorised signature of Transferee                                Date:  /     /
                                  -----------------------------
NOTES

o           The Transferor and the Transferee acknowledge that the transfer of
            the Notes in this Note Transfer and Acceptance only takes effect on
            the entry of the Transferee's name in the Register as the registered
            owner of the Note.

            o The Transferee agrees to accept the Note subject to the provisions
            of a Trust Deed dated 13 July 1990 as amended from time to time
            establishing the PUMA Fund (the "TRUST DEED"), a Sub-Fund Notice in
            relation to the Sub-Fund as amended from time to time (the "SUB-FUND
            NOTICE") dated [ ] 2001 from the Manager to the Trustee and a
            Security Trust Deed in relation to the Sub-Fund (the "SECURITY TRUST
            DEED") dated [ ] between the Trustee as trustee of the Sub-Fund, the
            Manager and [ ] , as Security Trustee. The Transferee agrees that
            the terms and conditions of the Trust Deed, the Sub- Fund Notice and
            the Security Trust Deed are binding on the Transferee and all
            persons claiming through the Transferee as if the Transferee and
            such persons were a party to the Trust Deed, the Sub-Fund Notice and
            the Security Trust Deed.

o           Unless expressly defined in this Note Transfer and Acceptance or a
            contrary intention appears, words and expressions used in this Note
            Transfer have the same meaning as in the Sub-Fund Notice (including
            by incorporation by reference).

o           The Transferee acknowledges that it has independently and without
            reliance on the Trustee or the Manager, (including without reliance
            on any materials prepared or distributed by the Trustee or the
            Manager) made its own assessment and investigations regarding its
            investment in the Note.

o           The Trustee issues the Note in its role as trustee of the
            Sub-Fund. Any obligation or liability of the Trustee arising under
            or in any way connected with the Sub-Fund under the Trust Deed, the
            Sub-Fund

                                                                              78
<PAGE>

            Notice or any other Transaction Document in relation to the Sub-Fund
            (including the Note) to which the Trustee is a party is limited to
            the extent to which it can be satisfied out of the assets of the
            Sub-Fund out of which the Trustee is actually indemnified for the
            obligation or liability. This limitation will not apply to any
            obligation or liability of the Trustee only to the extent that it is
            not so satisfied because of any fraud, negligence or willful default
            on the part of the Trustee. The Trustee will have no liability for
            any act or omission of the Manager or of any other person (other
            than a person whose acts or omissions the Trustee is liable for in
            accordance with any Transaction Document in relation to the
            Sub-Fund).

o           Where the Transferor and/or the Transferee is a trustee, this Note
            Transfer must be completed in the name of the trustee and signed by
            the trustee without reference to the trust.

o           Where this Note Transfer and Acceptance is executed by a
            corporation, it must be executed in the manner described in
            sub-sections 127(1) or 127(2) of the Corporations Act 2001 or under
            a power of attorney executed in such a manner.

o           If this Note Transfer and Acceptance is signed under a power of
            attorney, the attorney hereby certifies that it has not received
            notice of revocation of that power of attorney. A certified copy of
            the power of attorney must be lodged with this Note Transfer and
            Acceptance.

o           This Note Transfer and Acceptance must be lodged with the Trustee
            for registration, accompanied by the Noteholder Acknowledgement to
            which the Note relates.

o           The Register will be closed from the close of business on the
            Banking Day which is prior to, and will be re-opened at the
            commencement of business on the Banking Day immediately after, each
            day on which Noteholder Entitlements in relation to the Notes are
            calculated. The Trustee may with prior notice given in the manner
            specified in the Trust Deed, close the Register at other times
            provided that the total period that the Register may be closed at
            such other times will not exceed 30 days (or such other period
            agreed to between the Manager and the Trustee) in aggregate in any
            calendar year. No Note Transfer and Acceptance received after 4.00
            pm (or such other time as the Trustee reasonably determines) on the
            day of closure of the Register or while the Register is closed, will
            be registered until the Register is re-opened. In addition, if a
            Note Transfer and Acceptance is registered after closure of the
            Register for distribution of Noteholder Entitlements, but prior to
            the date upon which the Noteholder Entitlements are due to be paid,
            the Noteholder Entitlements will be paid to the transferor and not
            the transferee.

o           If the Transferee is a non-resident for Australian taxation
            purposes, withholding tax will be deducted from all interest
            payments unless an exemption is provided to the Trustee.

o           A Noteholder is only entitled to transfer the Note if:

         (a)      the offer to the proposed transferee by the Noteholder in
                  relation to the Note is an offer of securities for sale which
                  does not need disclosure to investors under Part 6D.2 of
                  Chapter 6D of the Corporations Act 2001; and

         (b)      the transfer would not otherwise breach any restriction on
                  transfer for the Note contained in the Sub-Fund Notice or
                  Trust Deed.

[Marking where clause 8.11 of the Trust Deed applies:

The Trustee hereby certifies that the Transferor is noted in the Register as the
holder of the Note specified in this Note Transfer and Acceptance and that it
will not register any transfer of such Note other than pursuant to this Note
Transfer and Acceptance before [insert date].]

Dated:

For and on behalf of
PERPETUAL TRUSTEES AUSTRALIA LIMITED
as trustee of the Sub-Fund


------------------------------                  -------------------------------
Authorised Signatory                            Authorised Signatory





                                                                              79
<PAGE>




SIXTH SCHEDULE
FORM OF UNITHOLDER ACKNOWLEDGEMENT



                                    PUMA FUND

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86  000 431 827
(the "TRUSTEE")

MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
(the "MANAGER")

THIS IS TO CERTIFY THAT:

UNITHOLDER:            [                       ]
                       ACN [                  ]
                       ("HOLDER")

ADDRESS:               [              ]

UNIT:                  [              ] ("UNIT")

appears in the Register as the holder of the Unit issued by the Trustee as
trustee of PUMA Sub-Fund [    ] (the "SUB-FUND") as constituted by a Trust Deed
dated 13 July 1990 as amended from time to time establishing the PUMA Fund (the
"TRUST DEED") and a Sub-Fund Notice as amended from time to time (the "SUB-FUND
NOTICE") dated [    ] 2001 from the Manager to the Trustee.

Unless expressly defined in this Unitholder Acknowledgement or a contrary
intention appears, words and expressions used in this Unitholder Acknowledgement
have the same meaning as in the Sub-Fund Notice (including by incorporation by
reference).

The Unit is issued and held by the Unitholder subject to the provisions of the
Trust Deed, the Sub-Fund Notice and a Security Trust Deed in relation to the
Sub-Fund ( the "SECURITY TRUST DEED") dated [    ] between the Manager, the
Trustee and [    ], (as Security Trustee). Copies of the Trust Deed, the
Sub-Fund Notice and the Security Trust Deed are available for inspection by the
Unitholder at the offices of the Trustee at Level 3, 39 Hunter Street, Sydney
NSW 2000.

Payments or distributions to be paid on the Unit will be determined in
accordance with the Sub-Fund Notice.

Neither the Manager nor the Trustee is under any obligation at any time to
repurchase or redeem the Unit.

This Unitholder Acknowledgement is not a certificate of title and the Register
on which this Unit is registered is the only conclusive evidence of the title of
the Unitholder to the Unit.

The Trustee issues the Unit in its role as trustee of the Sub-Fund. Any
obligation or liability of the Trustee arising under or in any way connected
with the Sub-Fund under the Trust Deed or any other Transaction Document in
relation to the Sub-Fund (including the Unit) to which the Trustee is a party is
limited to the extent to which it can be satisfied out of the Assets of the
Sub-Fund out of which the Trustee is actually indemnified for the obligation or
liability. This limitation will not apply to any obligation or liability of the
Trustee only to the extent that it is not so satisfied because of any fraud,
negligence or willful default on the part of the Trustee. The Trustee will have
no liability for any act or omission of the Manager or of any other person
(other than a person for whose acts or omissions the Trustee is liable in
accordance with any Transaction Document).

                                                                              80
<PAGE>


Neither the Manager nor the Trustee guarantees the payment of any Unitholder
Entitlement in respect of the Unit.

[The Unit is not transferable./ Transfers of the Unit must be pursuant to a Unit
Transfer and Acceptance as set out in the Seventh Schedule to the Trust Deed.
Copies of Unit Transfer and Acceptances are available from the Trustee at the
abovementioned address. Executed Unit Transfer and Acceptances must be lodged
with the Trustee accompanied by this Unitholder Acknowledgement.]

The Unit does not represent a deposit or other liability of the Manager. The
Unit is subject to investment risk, including possible delays in payment and
loss of income and principal invested. The Manager does not stand in any way
behind the capital value and/or performance of the Unit or the assets of the
Sub-Fund.

Dated:

For and on behalf of

PERPETUAL TRUSTEES AUSTRALIA LIMITED
as trustee of the Sub-Fund



------------------------                       ---------------------------------
Authorised Signatory                           Authorised Signatory




                                                                              81
<PAGE>





SEVENTH SCHEDULE
FORM OF UNIT TRANSFER AND ACCEPTANCE

                                    PUMA FUND

                                                              ------------------
TO:  Perpetual Trustees Australia Limited   Registry Use Only    Date Lodged
     ABN 86  000 431 827                                         /        /

     (the "TRUSTEE")                                          ------------------



                          ------------------------------------------------------
TRANSFEROR (the
"TRANSFEROR")
(Full Name, ACN/ABN (if   ------------------------------------------------------
applicable)and Address)
(Please Print)            ------------------------------------------------------

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


                          ------------------------------------------------------
HEREBY APPLIES TO
ASSIGN AND TRANSFER TO
TRANSFEREE (the           ------------------------------------------------------
"TRANSFEREE")
(Full Name, ACN/ABN (if   ------------------------------------------------------
applicable) and Address)
(Please Print)            ------------------------------------------------------

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


                            and its/their executors, administrators or assigns

SUB-FUND REFERENCE:

DATE OF ISSUE:

CERTIFICATE NUMBER OF UNIT:

NAME OF UNIT:

CLASS OF UNIT:

the Unit issued by the Trustee as trustee of PUMA Sub-Fund [  ] (the "SUB-FUND")
and all the Transferor's property and interest in the same.

                                                 -------------------------------
                                                 Settlement Amount

                                                 $
                                                 -------------------------------


The Transferee acknowledges that:

(i)         the Unit does not represent a deposit or other liability of the
            Manager;

(ii)        the holding of the Unit is subject to investment risk, including
            possible delays in payment and loss of income and principal
            invested; and

(iii)       neither the Trustee (in its personal capacity) nor the Manager
            stands in any way behind the capital value and/or performance of the
            Unit or the assets of the Sub-Fund.





                                                                              82
<PAGE>




TRANSFEROR
               -----------------------------------------------
(See notes)    Authorised Signatory

Witness                                                       Date    /    /

TRANSFEREE     -----------------------------------------------
(See notes)    Authorised Signatory

Witness                                                       Date    /    /

PAYMENTS
(tick where appropriate)

--------------------------------------------------------------------------------
|_|       In accordance with existing instructions (existing holders only)

|_|       By cheque posted to above address

|_|       By crediting the following account in Australia and in the name of the
          Trustee only
--------------------------------------------------------------------------------
Name of Account                                         Account No.
--------------------------------------------------------------------------------
Name of Financial Institution
                                                        Branch
|_|          Bank
                  ---------------------------------

|_|          Building Society
                              -------------------------------

--------------------------------------------------------------------------------
Tax File Number or Australian Business Number (if applicable):
--------------------------------------------------------------------------------


Authorised signature of Transferee                            Date    /    /

NOTES:

o           The Transferor and the Transferee acknowledge that the transfer of
            the Unit specified in this Unit Transfer and Acceptance only takes
            effect on the entry of the Transferee's name in the Register as the
            registered owner of the Unit.

o           The Transferee agrees to accept the Unit subject to the provisions
            of a Trust Deed dated 13 July 1990 as amended from time to time
            establishing the PUMA Fund (the "TRUST DEED"), the Sub-Fund Notice
            as amended from time to time (the "SUB-FUND NOTICE") dated [ ] 2001
            from the Manager to the Trustee and a Security Trust Deed in
            relation to the Sub-Fund (the "SECURITY TRUST DEED") dated [ ]
            between the Trustee, the Manager and [ ], as Security Trustee. The
            Transferee agrees that the terms and conditions of the Trust Deed,
            the Sub-Fund Notice and the Security Trust Deed are binding on the
            Transferee and all persons claiming through the Transferee as if the
            Transferee and such persons were a party to the Trust Deed, the
            Sub-Fund Notice and the Security Trust Deed.

o           The Transferee acknowledges that it has independently and without
            reliance on the Trustee or any other person (including without
            reliance on any materials prepared or distributed by the Trustee or
            the Manager) made its own assessment and investigations regarding
            its investment in the Unit.

o           Unless expressly defined in this Unit Transfer and Acceptance, words
            and expressions used in this Unit Transfer and Acceptance have the
            same meaning as in the Sub-Fund Notice (including by incorporation
            by reference).

o           The Trustee issues the Unit in its role as trustee of the
            Sub-Fund. Any obligation or liability of the Trustee arising under
            or in any way connected with the Sub-Fund under the Trust Deed,
            Sub-Fund Notice or any other Transaction Document (including the
            Unit) to which the Trustee is a party is limited

                                                                              83
<PAGE>

            to the extent to which it can be satisfied out of the assets of the
            Sub-Fund out of which the Trustee is actually indemnified for the
            obligation or liability. This limitation will not apply to any
            obligation or liability of the Trustee only to the extent that it is
            not so satisfied because of any fraud, negligence or willful default
            on the part of the Trustee. The Trustee will have no liability for
            any act or omission of the Manager or of any other person (other
            than a person for whose acts or omissions the Trustee is liable in
            accordance with any Transaction Document).

o           Where the Transferor and/or the Transferee is a trustee, this Unit
            Transfer and Acceptance must be completed in the name of the trustee
            and signed by the trustee without reference to the trust.

o           Where this Unit Transfer and Acceptance is executed by a
            corporation, it must be executed in the manner described in
            sub-sections 127(1) or 127(2) of the Corporations Act 2001 or under
            a power of attorney executed in such a manner.

o           If this Unit Transfer and Acceptance is signed under a power of
            attorney, the attorney hereby certifies that it has not received
            notice of revocation of that power of attorney. A certified copy of
            the power of attorney must be lodged with this Unit Transfer and
            Acceptance.

o           This Unit Transfer and Acceptance must be lodged with the Trustee
            for registration, accompanied by the Unit Acknowledgement to which
            the Unit relates.

o           The Register will be closed from the close of business on the
            Banking Day which is prior to, and will be re-opened at the
            commencement of business on the Banking Day immediately after, each
            day on which Unitholder Entitlements in relation to the Units are
            calculated. The Trustee may with prior notice given in the manner
            specified in the Trust Deed, close the Register at other times
            provided that the total period that the Register may be closed at
            such other times will not exceed 30 days (or such other period
            agreed to between the Manager and the Trustee) in aggregate in any
            calendar year. No Unit Transfer and Acceptance received after 4.00
            pm (or such other time as the Trustee reasonably determines) on the
            day of closure of the Register or while the Register is closed, will
            be registered until the Register is re-opened. In addition, if a
            Unit Transfer and Acceptance is registered after closure of the
            Register for calculation of Unitholder Entitlements, but on or prior
            to the date upon which the Unitholder Entitlements are due to be
            paid, the Unitholder Entitlements will be paid to the transferor and
            not the transferee.

o           If the Transferee is a non-resident for Australian taxation
            purposes, withholding tax will be deducted from all interest
            payments unless an exemption is provided to the Trustee.

o           A Unitholder is only entitled to transfer a Unit if:

         (a)      the offer to the proposed transferee by the Unitholder in
                  relation to the Unit is an offer of securities for sale which
                  does not need disclosure to investors under Part 6D.2 of
                  Chapter 6D of the Corporations Act 2001; and

         (b)      the transfer would not otherwise breach any restriction on
                  transfer for the Unit contained in the Trust Deed or the
                  Sub-Fund Notice.

Dated:

For and on behalf of
PERPETUAL TRUSTEES AUSTRALIA LIMITED
as trustee of the Sub-Fund


---------------------                           ---------------------
Authorised Signatory                            Authorised Signatory




                                                                              84
<PAGE>



EIGHTH SCHEDULE
NOTICE BY WAREHOUSING INVESTOR OF DESIRE TO CREATE A WAREHOUSE FUND

                                    PUMA FUND

TO:      Perpetual Trustees Australia Limited (the "TRUSTEE")

[Name of Warehousing Investor] (the "WAREHOUSING INVESTOR") hereby requests the
Trustee to accept the Authorised Investments specified hereunder to be vested
(upon and subject to acceptance of this request by the Trustee) in the Trustee
as trustee of a separate and distinct Warehouse Fund on our behalf on the terms
of a Trust Deed dated 13 July 1990 (as amended from time to time) [and as the
same may be varied and supplemented by a Warehousing Investment Deed dated [ ]].

The Warehousing Investor warrants that it is the legal and beneficial owner of
the Authorised Investments free from any Security Interest whatsoever.

Dated:

For and on behalf of [name of Warehousing Investor].


--------------------                             ---------------------
Authorised Signatory                             Authorised Signatory

AUTHORISED INVESTMENTS

A.       APPROVED MORTGAGES

LOAN NO.      Loan         Security        Mortgage      Warehouse    Maturity
              Amount       Address         Rate          Rate


B.       OTHER AUTHORISED INVESTMENTS




                                                                              85
<PAGE>



NINTH SCHEDULE
WAREHOUSING INVESTOR'S TRANSFER CERTIFICATE

                                    PUMA FUND

TO:      Perpetual Trustees Australia Limited, ABN 86  000 431 827, as
         trustee of the [ name ] Sub-Fund ] (the "TRUSTEE").

FROM:    [             ], ABN [                  ] ( the "WAREHOUSING INVESTOR")

This Warehousing Investor's Transfer Certificate is given to the Trustee in
relation to the Transfer Proposal dated [    ], a copy of which is annexed
hereto, and pursuant to clause 6B of the Trust Deed dated 13 July 1990 (as
amended from time to time) establishing the PUMA Fund (the "TRUST DEED").

The Warehousing Investor hereby consents to the terms of the Transfer Proposal
and to the transfer of the mortgages referred to therein to the Trustee in
accordance with the Trust Deed and the Transfer Proposal.

The Warehousing Investor hereby certifies that it is, and will continue to be as
at the Transfer Date, the sole beneficial owner of each of the mortgages
referred to in the Transfer Proposal, and corresponding Loans, Collateral
Securities, and other rights and entitlements referred to in the Transfer
Proposal and held by the Trustee as trustee of the Warehouse Fund known as [   ]
in accordance with its Warehousing Investor Entitlement free of any Security
Interest whatsoever.

Each expression used in this Warehousing Investor's Transfer Certificate has the
same meaning as in the Trust Deed.

Dated:

For and on behalf of [name of Warehousing Investor]


--------------------                            --------------------
Authorised Signatory                            Authorised Signatory



                                                                              86
<PAGE>



TENTH SCHEDULE
APPLICATION FOR NOTES

                                    PUMA FUND

TO:   Perpetual Trustees Australia Limited, ABN 86  000 431 827 (the "TRUSTEE")
      AND

      Macquarie Securitisation Limited, ABN 16 003 297 336 (the "MANAGER")

FROM:                                      (ACN         )
      -------------------------------------
                     (Name)

      of                                         (the "APPLICANT")
        -----------------------------------------

                     (Address)

The Applicant hereby applies for the following Notes (the "NOTES") to be issued
by the Trustee as trustee of the [ ] Sub-Fund (the "SUB-FUND") pursuant to the
Trust Deed dated 13 July 1990 (as amended from time to time) establishing the
PUMA Fund (the "TRUST DEED"):

1.       The class of Notes applied for is:

2.       The amount of Notes applied for is:

3.       Payments due under the Notes should be made:

            |_|  by cheque posted to the above address.

            |_|  to the credit of the following account:

4.       A marked Transfer and Acceptance of the abovementioned Notes is
         required: Yes/No.

5.       The Applicant's facsimile number is:

[6.      The Noted Security Holder is:

            Name:
            Address:
            Facsimile No.:
            a Consent to be Noted duly signed by the Noted Security Holder
            accompanies this Application.]

The Applicant agrees that the Notes will be issued subject to, and agrees to be
bound by, the provisions of the Trust Deed, the Sub-Fund Notice in relation to
the Sub-Fund, any special terms appearing in the Register in relation to the
Notes and the Security Trust Deed dated [ ] in relation to the Sub-Fund.

The Applicant acknowledges that the liability of the Trustee to make payments in
respect of the Notes is limited to the assets of the Sub-Fund from time to time
available to make such payments pursuant to the Trust Deed and the Sub-Fund
Notice in relation to the Sub-Fund.

The Applicant further acknowledges that it has independently and without
reliance on the Trustee, Macquarie Securitisation Limited or any other person
(including without reliance on any materials prepared or distributed by any of
the foregoing) made its own assessment and investigations regarding its
investment in the Notes.


                                                                              87
<PAGE>


Each expression used in this Application for Notes that is not defined herein
has the same meaning as in the Trust Deed.

Dated:

SIGNED:
       ------------------------------------------

*        Where the Applicant is a trustee, this Application for Notes must be
         completed in the name of the trustee and signed by the trustee without
         reference to the trust.

*        Where this Application for Notes is executed by a corporation, it must
         be executed either in the manner described in sub-sections 127(1) or
         127(2) of the Corporations Act 2001 or under a power of attorney.

*        If this Application for Notes is signed under a power of attorney, the
         attorney hereby certifies that it has not received notice of revocation
         of that power of attorney. A certified copy of the power of attorney
         must be lodged with this Application for Notes.

                              [CONSENT TO BE NOTED

The Noted Security Holder referred to in the above Application for Notes (the
"APPLICATION") consents to be noted on the Register as Noted Security Holder in
respect of the Notes referred to in the above Application. The Noted Security
Holder agrees that the Notes will be issued subject to the provisions of the
Trust Deed, the Sub-Fund Notice in relation to the Sub-Fund, any special terms
appearing in the Register in relation to the Notes and the Security Trust Deed
dated [ ] in relation to the Sub-Fund. The Noted Security Holder signs this
document only for the purpose of having its interest in the relevant Notes noted
in the appropriate Register, and no liability attaches to the Noted Security
Holder as a result of doing so. The Noted Security Holder consents to the
payment directions given in the Application.

Dated:

SIGNED:                                          ]
       ------------------------------------------


                                                                              88
<PAGE>



ELEVENTH SCHEDULE
TRANSFER PROPOSAL

                                    PUMA FUND

TO:   Perpetual Trustees Australia Limited, ABN 86 000 431 827, as trustee of
      the [name of Acquiring Fund](the "TRUSTEE").

FROM: Macquarie Securitisation Limited, ABN 16 003 297 336 (the "MANAGER").

Pursuant to clause 6B of the Trust Deed dated 13 July 1990 (as amended from time
to time) establishing the PUMA Fund (the "TRUST DEED") the Manager hereby
proposes that the Trustee on [ ] (the "TRANSFER DATE") purchase as trustee of
the abovementioned Fund (the "ACQUIRING FUND") all of the right title and
interest in and to the Approved Mortgages specified in Part A below, on the
terms of the Trust Deed.

PART A: THE TRANCHES OF APPROVED MORTGAGES

1.     The details of each Tranche of Approved Mortgages the subject of this
       Transfer Proposal are as follows:

       (a)    The Selling Fund for this Tranche of Approved Mortgages, the
              details of which are set out in the First Schedule, is [     ].

              The Transfer Payment with respect to this Tranche of Approved
              Mortgages is [ ] and is calculated as follows:

              (i)    the aggregate of the Face Values of the Approved Mortgages
                     on the Transfer Date is: [ ]; and

              (ii)   the additional amount, as determined by the Manager, which
                     is [added to/deducted from] the Transfer Payment
                     representing the net present value or burden (if any) to
                     the Acquiring Fund of the difference between the fixed rate
                     applying to each Approved Mortgage of the Tranche of
                     Approved Mortgages under which interest is charged at a
                     fixed rate and the fixed rate that would apply to that
                     Approved Mortgage if the interest rate for the relevant
                     amount of the Approved Mortgage was fixed on the Transfer
                     Date until the end of the relevant fixed rate period taking
                     into account any Hedge Arrangements transferred or novated
                     with the Tranche of Approved Mortgages and any Hedge
                     Arrangements in relation to the Approved Mortgages
                     terminated and replaced with new Hedge Arrangements with
                     the Acquiring Fund on the same terms on that Transfer Date,
                     is: [ ].

              The Adjustment Advance in relation to the Tranche of Approved
              Mortgages is [         ].

       (b)    The Selling Fund for this Tranche of Approved Mortgages, the
              details of which are set out in the Second Schedule, is [ ].

               The Transfer Payment with respect to this Tranche of Approved
               Mortgages is [ ] and is calculated as follows:

              (i)    the aggregate of the Face Values of the Approved Mortgages
                     on the Transfer Date is: [ ]; and

              (ii)   the additional amount, as determined by the Manager, which
                     is [added





                                                                              89
<PAGE>

                     to/deducted from] the Transfer Payment representing the net
                     present value or burden (if any) to the Acquiring Fund of
                     the difference between the fixed rate applying to each
                     Approved Mortgage of the Tranche of Approved Mortgages
                     under which interest is charged at a fixed rate and the
                     fixed rate that would apply to that Approved Mortgage if
                     the interest rate for the relevant amount of the Approved
                     Mortgage was fixed on the Transfer Date until the end of
                     the relevant fixed rate period taking into account any
                     Hedge Arrangements transferred or novated with the Tranche
                     of Approved Mortgages and any Hedge Arrangements in
                     relation to the Approved Mortgages terminated and replaced
                     with new Hedge Arrangements with the Acquiring Fund on the
                     same terms on that Transfer Date, is: [ ].

                     The Adjustment Advance in relation to the Tranche of
                     Approved Mortgages is [ ].

2.     The Manager hereby certifies in respect of each mortgage referred to
       above that, to the best of its knowledge and belief:

       (a)           On the date of its first settlement or purchase by the
                     Trustee as trustee of the Funds, the mortgage was an
                     Approved Mortgage for the purposes of the Trust Deed and as
                     at the date of this Transfer Proposal nothing has come to
                     its actual attention that the mortgage is not still an
                     Approved Mortgage.

       (b)           Nothing has come to the Manager's actual attention which
                     would lead it to believe that any of the warranties,
                     statements, certificates or other information provided to
                     the Manager or the Trustee by the corresponding Originator,
                     any Approved Solicitor, any Title Insurer, any Approved
                     Valuer or any other person prior to the first settlement or
                     purchase of the mortgage by the Trustee as trustee of the
                     Funds were incorrect, untrue or misleading in any material
                     respect at the time they were made or given, other than as
                     disclosed in writing to the Trustee in the Thir Schedule.

       (c)           Nothing has come to the Manager's actual attention which
                     would lead it to believe that there has been any material
                     change in respect of any of the matters referred to in the
                     warranties, statements, certificates or other information
                     referred to in the preceding paragraph 2 which would
                     adversely affect the benefit of the security provided by
                     the mortgage or its coverage under the corresponding
                     Mortgage Insurance Policy, other than as disclosed in
                     writing to the Trustee in the Third Schedule.

       (d)           The borrower under the Loan corresponding to the mortgage
                     is not more than 30 days in arrears in respect of payments
                     of interest or repayments of principal, as at the Transfer
                     Date, other than as disclosed in writing to the Trustee in
                     the Third Schedule.

       (e)           Between the date of first settlement or purchase of the
                     mortgage by the Trustee as trustee of the Funds and the
                     date of this Transfer Proposal there has been no material
                     default by the Mortgagor under the mortgage, other than as
                     disclosed in writing to the Trustee in the Third Schedule.

       (f)           No Event of Default has occurred.

       (g)           Upon settlement of the transfer of the mortgage under the
                     Trust Deed and this Transfer Proposal, the Trustee as
                     trustee of the Acquiring Fund will obtain the benefit of
                     all Loans, Collateral Securities, and existing Security
                     Enhancements in relation to the mortgage.





                                                                              90
<PAGE>


Nothing herein contained shall be construed as requiring the Manager to make any
inquiry or investigation of the matters referred to in this Part A.

PART B: UNDERLYING SUPPORT FOR ACQUIRING FUND

For the purposes of clause 6A.4(d) of the Trust Deed, it is anticipated that on
or prior to the Transfer Date, the Trustee as trustee of the Acquiring Fund will
have the benefit of the following Support Facilities in relation to the Approved
Mortgages which are the subject of this Transfer Proposal:

PART C: ACQUIRING FUND'S CAPACITY TO MEET OBLIGATIONS

The Manager hereby certifies to the Trustee, that based on the information
available to the Manager and having regard to:

1.     the Notes on issue or to be issued on the Transfer Date (if any) in
       relation to the Acquiring Fund and the Face Value of, and interest
       payable on, such Notes;

2.     the anticipated Fees and Expenses (including fees payable to the Manager
       and Originators) in respect of the Acquiring Fund;

3.     the amounts due in respect of borrowings or raisings (if any) by the
       Trustee on behalf of the Acquiring Fund pursuant to clause 9.1(p) of the
       Trust Deed;

4.     the anticipated proceeds from the Authorised Investments of the Acquiring
       Fund; and

5.     the terms of any existing or proposed Support Facility in relation to the
       Acquiring Fund;

the Manager believes that the Trustee as trustee of the Acquiring Fund will have
sufficient funds in the Acquiring Fund to meet all of its obligations (and
currently anticipated future obligations) as trustee of the Acquiring Fund.

Each expression used in this Transfer Proposal that is not defined herein has
the same meaning as in the Trust Deed.

Dated:

For and on behalf of Macquarie Securitisation Limited


--------------------------                      ---------------------------
Authorised Signatory                            Authorised Signatory


                                                                              91
<PAGE>



TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>   <C>                                                                                          <C>
1.     DEFINITIONS AND INTERPRETATION...............................................................1

       1.1         Definitions......................................................................1
       1.2         General.........................................................................11
       1.3         Warehouse Investment Deeds......................................................12
       1.4         Security Trust Deeds............................................................12
       1.5         Consents and Approvals..........................................................12
       1.6         Incorporation of Schedules......................................................12


2.     THE FUNDS - CONSTITUTION, DURATION AND TERMINATION..........................................13

       2.1         Constitution of the Funds.......................................................13
       2.2         Name of Funds...................................................................13
       2.3         Duration and Termination of Funds...............................................13


3.     THE TRUSTEE.................................................................................13

       3.1         Appointment of Trustee and Declaration of Trust.................................13
       3.2         Powers and Duties of Trustee....................................................13

4.     DEED BINDING ON NOTEHOLDERS, WAREHOUSING INVESTORS, UNITHOLDERS AND MANAGER.................13


5.     WAREHOUSE FUNDS AND WAREHOUSING INVESTORS...................................................14

       5.1         Constitution of a Warehouse Fund................................................14
       5.2         Name of Warehouse Fund..........................................................14
       5.3         Commencement and Duration of Warehouse Fund.....................................14
       5.4         Entry of Warehouse Fund and Warehousing Investor in Register....................14
       5.5         Additions to Warehouse Fund and Creation of Approved Mortgages..................15
       5.6         Beneficial Interest in the Warehouse Fund.......................................15
       5.7         Dealing with Authorised Investments in a Warehouse Fund.........................15
       5.8         Warehousing Investor Entitlements...............................................16
       5.9         Prohibition on other Interests over Warehouse Funds.............................16
       5.10        Liability of Warehousing Investor for Later Fees and Expenses...................17


6A.    SUB-FUNDS...................................................................................17

       6A.1        Sub-Fund Notice.................................................................17
       6A.2        Constitution of Sub-Funds.......................................................17
       6A.3        Name of Sub-Fund................................................................18
       6A.4        Commencement and Duration of Sub-Fund...........................................18
       6A.5        Rights in Respect of a Sub-Fund.................................................18
       6A.6        Beneficial Interest in Sub-Funds................................................19
       6A.7        Act in Interests of Noteholders and Unitholders.................................20

6B.    TRANSFER OF APPROVED MORTGAGES BETWEEN FUNDS................................................20

       6B.1        Application of this Clause 6B...................................................20
       6B.2        Transfer of Approved Mortgages..................................................20
       6B.3        Adjustment Advance..............................................................22
       6B.4        Option to Acquire Approved Mortgages............................................23

7.     NOTES.......................................................................................23

       7.1         Types of Notes..................................................................23
       7.2         No Disclosure Requirements......................................................24
       7.3         Location of Registered Notes....................................................24
       7.4         Notes Not Invalid if Issued in Breach...........................................24
</TABLE>

                                                                               i
<PAGE>

<TABLE>
<CAPTION>
<S>   <C>                                                                                          <C>
       7.5         Acknowledgement of Indebtedness.................................................24
       7.6         Benefit of this Deed, Sub-Fund Notices, Special Terms, Issuing Documents
                   and the Security Trust Deed.....................................................24
       7.7         No Discrimination between Noteholders in a Sub-Fund.............................24
       7.8         Acknowledgments.................................................................24
       7.9         Issue of Registered Note........................................................25

8.     TRANSFERS OF REGISTERED NOTES AND UNITS.....................................................26

       8.1         Minimum Transfer of Registered Notes............................................26
       8.2         Form of Transfer................................................................26
       8.3         Execution of Transfer and Acceptance............................................26
       8.4         Stamping of Transfer............................................................26
       8.5         Trustee May Refuse to Register..................................................26
       8.6         Registration of Transferee as Noteholder or Unitholder..........................27
       8.7         Rights and Obligations of Transferee............................................27
       8.8         When Transfer Effective.........................................................27
       8.9         Issue of New Noteholder Acknowledgement.........................................27
       8.10        Payments to Transferee..........................................................27
       8.11        Marked Transfer and Acceptance..................................................28
       8.12        No Restrictions on Transfer.....................................................28
       8.13        Transmission of Entitlements....................................................28
       8.14        Warranty on Transfer and Transmission...........................................28

9.     MANAGEMENT OF THE FUND......................................................................29

       9.1         Trustee's Powers................................................................29
       9.2         No Restriction on Trustee's and Manager's Business..............................31
       9.3         Powers and Duties of Manager....................................................32
       9.4         Delegation to a Relevant Clearing System........................................33
       9.5         Delegable and Non-Delegable Duties of Trustee...................................33
       9.6         Duration of Certain Limitations.................................................33

10.    INVESTMENT OF THE FUND......................................................................34

       10.1        Authorised Investments only.....................................................34
       10.2        Primary Investment Policy.......................................................34
       10.3        Disposal or Realisation of Authorised Investments...............................34
       10.4        Temporary Investment of Cash and Limitation on Maturity of Authorised
                   Investments.....................................................................35
       10.5        Support Facilities..............................................................35
       10.6        Rated Notes or Specified Investor Securities....................................36
       10.7        Downgrading of Counterparties...................................................36
       10.8        Issue of Unrated Stock..........................................................36

11.    COVENANTS AND DUTIES OF THE TRUSTEE.........................................................37

       11.1        General Obligation..............................................................37
       11.2        Specific Duties of the Trustee..................................................37

12.    BANK ACCOUNTS...............................................................................38

       12.1        Opening of Accounts.............................................................38
       12.2        Operation.......................................................................39
       12.3        Deposits........................................................................39
       12.4        Withdrawals.....................................................................39
       12.5        Trust Moneys....................................................................39
       12.6        Combined Account................................................................40

13.    ACCOUNTS AND AUDIT..........................................................................41

       13.1        Records.........................................................................41
</TABLE>

                                                                              ii
<PAGE>

<TABLE>
<CAPTION>
<S>   <C>                                                                                          <C>
       13.2        Matters to be determined in accordance with Accounting Principles...............41
       13.3        Annual Audited Accounts.........................................................41
       13.4        Tax Returns.....................................................................42
       13.5        Check of records by Auditor.....................................................42
       13.6        Appointment of Auditor..........................................................42
       13.7        Removal and Retirement of Auditor...............................................42

14.    APPLICATION OF MONEYS RECEIVED..............................................................42

       14.1        Payments........................................................................42
       14.2        Noted Security Holder...........................................................43
       14.3        Warehouse Fund - Order of Payment...............................................44
       14.4        Order of Payment on Termination of Warehouse Fund...............................44
       14.5        Sub-Fund Order of Payment.......................................................44
       14.6        Determination of Net Accounting Income..........................................44
       14.7        Determination of Net Tax Income.................................................44
       14.8        Manager to Make Allocations.....................................................44
       14.9        Allocation of Net Accounting Income/Net Tax Income..............................45
       14.10       Reinvestment of Income..........................................................45

15.    THE REGISTER................................................................................46

       15.1        Information on Register.........................................................46
       15.2        Place of Keeping Register, Copies and Access....................................47
       15.3        Branch Registers................................................................47
       15.4        Details on Register Conclusive..................................................48
       15.5        Closing of Register.............................................................49
       15.6        Rectification of Register.......................................................49

16.    RECEIPTS....................................................................................50

       16.1        Valid Receipts..................................................................50
       16.2        Effective Discharge.............................................................50

17.    FEES AND EXPENSES...........................................................................50

       17.1        Trustee's Fee...................................................................50
       17.2        Reimbursement of Expenses.......................................................50
       17.3        Assets and Liabilities of Fund..................................................51
       17.4        No Aggregation of Liabilities...................................................51
       17.5        Designation and Discharge of Liabilities........................................51
       17.6        No Mixture of Assets............................................................51

18.    ASSIGNMENTS.................................................................................51

       18.1        Deed binds Assigns..............................................................51
       18.2        Assignment by the Trustee.......................................................52

19.    RETIREMENT AND REPLACEMENT OF TRUSTEE.......................................................52

       19.1        Retirement......................................................................52
       19.2        Replacement Trustee.............................................................52
       19.3        Delivery of Records.............................................................53
       19.4        Execution of Deed...............................................................53
       19.5        Trustee's Remuneration..........................................................53

20.    TRUSTEE'S AND MANAGER'S POWERS, LIABILITY AND INDEMNITY GENERALLY...........................54

       20.1        Reliance on Certificates........................................................54
       20.2        Assume Signed Documents to be Genuine...........................................54
       20.3        Trustee's Reliance on Manager...................................................55
       20.4        Manager's Reliance on Trustee...................................................55
</TABLE>

                                                                             iii
<PAGE>

<TABLE>
<CAPTION>
<S>   <C>                                                                                          <C>
       20.5        Compliance with Laws............................................................55
       20.6        Taxes...........................................................................56
       20.7        Reliance on Experts.............................................................56
       20.8        Oversights of Others............................................................56
       20.9        Powers, Authorities and Discretions.............................................56
       20.10       Impossibility or Impracticability...............................................56
       20.11       Duties and Charges..............................................................56
       20.12       Legal and Other Proceedings.....................................................57
       20.13       No Liability except for Negligence etc..........................................57
       20.14       Further Limitations on Trustee's Liability......................................57
       20.15       Further Limitations on Manager's Liability......................................58
       20.16       Extent of Liability.............................................................58
       20.17       Right of Indemnity..............................................................58
       20.18       Conflicts.......................................................................59
       20.19       Trustee Not Obliged To Investigate the Manager etc..............................59
       20.20       Independent Investigation of Credit.............................................59
       20.21       Information.....................................................................60
       20.22       Directions by Manager...........................................................60
       20.23       Removal of Manager..............................................................60
       20.24       Consumer Credit Code - Reliance on Others.......................................60
       20.25       Unallocated CCC Liability.......................................................60
       20.26       Notice of CCC Liability.........................................................61
       20.27       First recourse to Primary CCC Indemnity.........................................61

21.    NOTICES.....................................................................................61

       21.1        Notices Generally...............................................................61
       21.2        Notices to Noteholders..........................................................62
       21.3        Notices to Current Rating Authorities...........................................63
       21.4        Email...........................................................................63

22.    AMENDMENT...................................................................................63

       22.1        Amendment by Trustee............................................................63
       22.2        Amendment with Consent..........................................................64
       22.3        Copy of Amendments to Noteholders...............................................64
       22.4        Copy of Amendments in Advance to Current Rating Authorities.....................64
       22.5        Assumption by Trustee...........................................................64

23.    MISCELLANEOUS...............................................................................64

       23.1        Certificates by Manager.........................................................64
       23.2        Waivers, Remedies Cumulative....................................................65
       23.3        Governing Law...................................................................65
       23.4        Jurisdiction....................................................................65
       23.5        Severability of Provisions......................................................65
       23.6        Liability of Noteholders, Warehousing Investors, the Manager and the
                   Unitholders of each Sub-Fund....................................................65
       23.7        Counterparts....................................................................65
       23.8        Inspection of Deed..............................................................65
</TABLE>

<TABLE>
<CAPTION>
<S>   <C>                                                                                         <C>
      FIRST SCHEDULE PROVISIONS FOR MEETINGS OF NOTEHOLDERS                                        66

      SECOND SCHEDULE AUTHORISED INVESTMENTS                                                       72

      THIRD SCHEDULE LOANS                                                                         74

      FOURTH SCHEDULE FORM OF NOTEHOLDER ACKNOWLEDGEMENT                                           75
</TABLE>



                                                                              iv
<PAGE>

<TABLE>
<CAPTION>
<S>   <C>                                                                                         <C>
      FIFTH SCHEDULE FORM OF NOTE TRANSFER AND ACCEPTANCE                                          77

      SIXTH SCHEDULE FORM OF UNITHOLDER ACKNOWLEDGEMENT                                            80

      SEVENTH SCHEDULE FORM OF UNIT TRANSFER AND ACCEPTANCE                                        82

      EIGHTH SCHEDULE NOTICE BY WAREHOUSING INVESTOR OF DESIRE TO CREATE A WAREHOUSE FUND          85

      NINTH SCHEDULE WAREHOUSING INVESTOR'S TRANSFER CERTIFICATE                                   86

      TENTH SCHEDULE APPLICATION FOR NOTES                                                         87

      ELEVENTH SCHEDULE TRANSFER PROPOSAL                                                          89
</TABLE>


                                                                               v