<PAGE>


                                                            CLAYTON  UTZ

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



















MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827
Issuer Trustee







SUB-FUND NOTICE
PUMA GLOBAL TRUST NO. 3








                                  CLAYTON UTZ
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                OUR REF - 801/706/21723315 CONTACT - NINIAN LEWIS


              SYDNEY O MELBOURNE O BRISBANE O PERTH O CANBERRA O DARWIN

 Liability is limited by the Solicitors Scheme under the Professional Standards
                                  Act 1994 NSW


<PAGE>


TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>        <C>                                                                                                <C>
1...........DEFINITIONS AND INTERPRETATION........................................................................1

            1.1         Definitions...............................................................................1
            1.2         Interpretation...........................................................................11
            1.3         Trust Deed definitions...................................................................11
            1.4         Incorporated definitions and other Transaction Documents and provisions..................11
            1.5         Issuer Trustee capacity..................................................................11

2...........UNITS................................................................................................11

            2.1         Classes and number of Units..............................................................11
            2.2         Initial Unitholder.......................................................................12
            2.3         Beneficial Interest represented by the Income Unit.......................................12
            2.4         Beneficial Interest represented by the Capital Unit......................................12
            2.5         Right of Income Unitholder to payments...................................................12
            2.6         Rights of Capital Unitholder to payments.................................................12
            2.7         Capital and Income Unit subject to this Sub-Fund Notice..................................12
            2.8         Restrictions on transfer.................................................................12

3...........ISSUE OF NOTES.......................................................................................12

            3.1         Classes of Notes.........................................................................12
            3.2         Issue of Class A Notes and initial A$ Class B Notes......................................13
            3.3         Issue of additional A$ Class B Notes.....................................................13
            3.4         Issue of A$ Redraw Notes.................................................................13
            3.5         Pre-conditions to issue of Class A Notes and A$ Class B Notes............................13
            3.6         Voting at meetings under the Trust Deed..................................................14

4...........PRINCIPAL AND INTEREST ON THE NOTES..................................................................15

            4.1         Original Principal Balance of the Notes..................................................15
            4.2         Payment of interest on the Notes.........................................................15
            4.3         Redemption of the Notes..................................................................15
            4.4         Interest on overdue interest on the Notes................................................16
            4.5         Rounding of payments on the Notes........................................................16
            4.6         Manager undertakings.....................................................................16

5...........CASHFLOWS............................................................................................17

            5.1         Order of payments on each Payment Date...................................................17
            5.2         Order of application of amounts representing Collections.................................19
            5.3         Subordination of Manager's Fees..........................................................20
            5.4         Principal Cash Balance...................................................................22
            5.5         A$ principal payments on Class A Notes and A$ Class B Notes..............................23
            5.6         US$ payments.............................................................................24
            5.7         Prepayment Amounts.......................................................................24
            5.8         Pre-Funding Pool distribution............................................................24
            5.9         Subordinated Redraw Facility Interest....................................................24

6...........NET ACCOUNTING INCOME AND NET TAX INCOME.............................................................25

            6.1         Allocation of Net Accounting Income/Net Tax Income.......................................25
            6.2         Payment to Income Unitholders............................................................25
            6.3         Excess distributions.....................................................................25

7...........ACQUISITION AND DISPOSAL OF APPROVED MORTGAGES.......................................................25

            7.1         Establishment of the Pre-Funding Pool....................................................25
            7.2         Acquisition of Approved Mortgages during Pre-Funding and Substitution
                        Periods..................................................................................26

                                                                               i
<PAGE>

<CAPTION>
<S>       <C>                                                                                                  <C>
            7.3         Maturity Date for Approved Mortgages and Further Advances................................26
            7.4         Sale of Approved Mortgages...............................................................27
            7.5         No obligation............................................................................27

8...........REDRAWS AND FURTHER ADVANCES.........................................................................27

            8.1         Redraws and non-Subordinate Funded Further Advances......................................27
            8.2         Subordinate Funded Further Advances......................................................28
            8.3         No obligation............................................................................28

9...........TRANSFER POWER OVER APPROVED MORTGAGES...............................................................28

            9.1         Nature of Transfer Power.................................................................28
            9.2         Transfer Power...........................................................................28
            9.3         Benefit of Transfer Power for more than one Fund.........................................29
            9.4         Time of transfer.........................................................................29
            9.5         Transfer and payment.....................................................................29

10..........MISCELLANEOUS........................................................................................29

            10.1        Amendments to this Sub-Fund Notice.......................................................29
            10.2        Amendments to Transaction Documents......................................................29
            10.3        Collections held by Manager..............................................................29
            10.4        Currency conversion of Class A Notes - Authorised Investments............................30
            10.5        Notices to Investors.....................................................................30
            10.6        Record Date..............................................................................30
            10.7        Ratings by Fitch.........................................................................30

</TABLE>
                                                                              ii


<PAGE>


SUB-FUND NOTICE DATED [   ] 2003

FROM           MACQUARIE SECURITISATION LIMITED ABN 16 003 297 336 of Level 23,
               20 Bond Street Sydney ("MANAGER")

TO             PERPETUAL TRUSTEES AUSTRALIA LIMITED ABN 86 000 431 827 of Level
               7, 9 Castlereagh Street, Sydney ("ISSUER TRUSTEE")

RECITALS

A.        This Sub-Fund Notice is issued by the Manager to the Issuer Trustee
          pursuant to clause 6A.1 of the Trust Deed.

B.        This Sub-Fund Notice is issued in respect of the Sub-Fund to be known
          as "PUMA Global Trust No. 3".

C.        If accepted by the Issuer Trustee, this Sub-Fund Notice is to be
          entered into the Register by the Issuer Trustee in accordance with
          clause 15.1(a) of the Trust Deed.

--------------------------------------------------------------------------------
1.        DEFINITIONS AND INTERPRETATION

1.1       DEFINITIONS

          In this Sub-Fund Notice, unless the context otherwise requires:

          "A$ CLASS A INTEREST AMOUNT" in relation to a Quarterly Payment Date
          and the Quarterly Period ending on that Quarterly Payment Date means
          an amount calculated as follows:


                                                   N
                          ACAIA= ACAPB X ACAIR X -----
                                                  365


            where:

            ACAIA =         the A$ Class A Interest Amount for the Quarterly
                            Period;

            ACAPB =         the A$ Equivalent of the aggregate Principal
                            Balances of the Class A Notes at the close of
                            business on the first day of the Quarterly Period
                            (after taking into account any reduction in the
                            Principal Balances of the Class A Notes on that
                            day);

            ACAIR =         the A$ Class A Interest Rate for the Quarterly
                            Period; and

            N     =         the number of days in the Quarterly Period.

            "A$ CLASS A INTEREST RATE" in relation to a Quarterly Period means
the aggregate of:

            (a)         the three month Bank Bill Rate determined by the Manager
                        on the first day of that Quarterly Period provided that
                        if the first Quarterly Period is less than or greater
                        than 3 months the relevant rate for that Quarterly
                        Period will be determined by the Manager by
                        straight-line interpolation by reference to two
                        available rates one of which is the Bank Bill Rate on
                        that date for the period next shorter than the length of
                        that Quarterly Period and the other of which is the Bank
                        Bill Rate on that date for the period next longer than
                        the length of that Quarterly Period; and

            (b)         the applicable "Spread" for that Quarterly Period
                        specified in paragraph [5.2] of the confirmation for the
                        Currency Swap (as if reference to a "Floating Rate Payer
                        Payment Date" were reference to the Quarterly Payment
                        Date at the end of that Quarterly Period).


                                                                               1

<PAGE>


            "A$ CLASS A PRINCIPAL AMOUNT" means, in relation to a Quarterly
            Payment Date, the amount of the Distributable Principal (if any) to
            be applied towards the A$ Class A Principal Amount on that Quarterly
            Payment Date pursuant to clause 5.5(a)(i) or clause 5.5(b)(i) (as
            applicable).

            "A$ CLASS B NOTE" means a Registered Note issued by the Issuer
            Trustee as trustee of the PUMA Trust pursuant to clause 7.5 of the
            Trust Deed and forming part of the class of Notes described in
            clause 3.1(b) as A$ Class B Notes.

            "A$ CLASS B NOTEHOLDER" means a Noteholder in respect of an A$
            Class B Note.

            "A$ EQUIVALENT" in relation to an amount which is calculated,
            determined or expressed in US$, or which includes a component
            determined or expressed in US$, means that US$ amount or US$
            component (as the case may be) multiplied by the A$ Exchange Rate.

            "A$ EXCHANGE RATE" means the "A$ Exchange Rate" specified in
            paragraph [7] of the confirmation for the Currency Swap.

            "A$ NOTES" means the A$ Redraw Notes and the A$ Class B Notes.

            "A$ NOTES INTEREST RATE" means:

            (a)      in relation to an A$ Redraw Note and a Monthly Period in
                     relation to that A$ Redraw Note, the sum of:

                     (i)    the one month Bank Bill Rate determined by the
                            Manager on the first day of that Monthly Period; and

                     (ii)   the Margin for that A$ Redraw Note; and

            (b)      in relation to an A$ Class B Note and a Quarterly Period in
                     relation to that A$ Class B Note, the sum of:

                     (i)    the three month Bank Bill Rate determined by the
                            Manager on the first day of that Quarterly Period
                            provided that if the first Quarterly Period in
                            relation to an A$ Class B Note is less than or
                            greater than 3 months the relevant rate for that
                            Quarterly Period will be determined by the Manager
                            by straight-line interpolation by reference to two
                            available rates one of which is the Bank Bill Rate
                            on that date for the period next shorter than the
                            length of that Quarterly Period and the other of
                            which is the Bank Bill Rate on that date for the
                            period next longer than the length of that Quarterly
                            Period; and

                     (ii)   the Margin for that A$ Class B Note.

            "A$ REDRAW NOTE" means a Registered Note issued by the Issuer
            Trustee as trustee of the PUMA Trust pursuant to clause 7.5 of the
            Trust Deed and forming part of a class of Notes described in clause
            3.1(c) as A$ Redraw Notes.

            "A$ REDRAW NOTEHOLDER" means a Noteholder in respect of an A$ Redraw
            Note.

            "AGENCY AGREEMENT" means the Agency Agreement to be entered into on
            or prior to the Closing Date between the Issuer Trustee, the
            Manager, The Bank of New York, New York Branch (as the initial Note
            Trustee, Principal Paying Agent, Agent Bank and Note Registrar) and
            The Bank of New York, London Branch (as an initial Paying Agent).

            "AGENT BANK" has the same meaning as in the Agency Agreement.


                                                                               2

<PAGE>


            "BANK BILL RATE" means, in relation to a date and a specified term,
            the rate expressed as a percentage per annum appearing on the
            Reuters Screen Page "BBSW" at approximately 10.10am Sydney time on
            that date for a bill of exchange having a tenor equal to that
            specified term, as being the average of the mean buying and selling
            rates appearing on that page for such a bill of exchange rounded to
            four decimal places. If fewer than four Banks quote on the Reuters
            Screen page "BBSW", the rate for that date and specified term will
            be calculated as above by taking the rates otherwise quoted by 4
            Banks on application by the Manager for such a bill of the same
            tenor, eliminating the highest and lowest mean rates and taking the
            average of the remaining mean rates rounded to four decimal places.
            If a rate cannot be determined in accordance with the foregoing
            procedures, then the Bank Bill Rate means such rate as is specified
            in good faith by the Manager at or around that time on that date,
            having regard, to the extent possible, to comparable indices then
            available as to the rates otherwise bid and offered for such bills
            of that tenor around that time.

            "BUSINESS DAY" means any day on which banks are open for business in
            Sydney, New York City and London, other than a Saturday, a Sunday or
            a public holiday in Sydney, New York City or London.

            "CAPITAL UNIT" means the Capital Unit in the PUMA Trust referred to
            in clause 2.1.

            "CAPITAL UNITHOLDER" means the Unitholder of the Capital Unit.

            "CLASS A NOTE" has the same meaning as in the Note Trust Deed.

            "CLASS A NOTEHOLDER" has the same meaning as in the Note Trust Deed.

            "CLOSING DATE" means [   ] 2003 or such other date as is agreed
             between the Manager and the Issuer Trustee.

            "COLLECTIONS" at any time means all receipts of the Issuer Trustee
            then held by it as trustee of the PUMA Trust of any nature whatever,
            including, but not limited to, receipts:

            (a)      of principal, interest and other amounts in relation to
                     Approved Mortgages (including, without limitation, receipts
                     in relation to a disposal of an Approved Mortgage pursuant
                     to clauses 7.4 or 9);

            (b)      of payments under Security Enhancements in respect of
                     Approved Mortgages;

            (c)      from Originators under Mortgage Origination Deeds (as
                     defined in the Management Deed);

            (d)      of other payments under the Support Facilities or the
                     Redraw Facility Agreement;

            (e)      of income from other Authorised Investments;

            (f)      of proceeds of issue of Notes and Units;

            (g)      remaining in the Pre-Funding Pool at the end of the
                     Pre-Funding Period where the amount remaining in the
                     Pre-Funding Pool is less than A$1 million;

            (h)      held as Principal Cash Balance or Income Reserve; and

            (i)      held following a Payment Date as Collections under clause
                     5.1;

            but does not include:

            (j)      amounts applied, or to be applied on a subsequent date,
                     towards the acquisition of additional Approved Mortgages or
                     the funding of Further Advances or Redraws;


                                                                               3

<PAGE>


            (k)         any amount that is held in the Pre-Funding Pool during
                        the Pre-Funding Period and the entire amount remaining
                        in the Pre-Funding Pool at the end of the Pre-Funding
                        Period, if such amount is equal to or exceeds A$1
                        million;

            (l)         in relation to a Payment Date, amounts referred to in
                        paragraphs (a), (b) and (c) above received by the Issuer
                        Trustee (or by the Manager or a Related Body Corporate
                        of the Manager pursuant to clause 10.3) after 5pm,
                        Sydney time, on the seventh Business Day prior to that
                        Payment Date;

            (m)         any instalment under an Approved Mortgage paid by a
                        borrower in advance but not yet due for payment where
                        the Manager has directed the Issuer Trustee to retain
                        that instalment until its scheduled payment date;

            (n)         any Prepayment Amount or interest or other income earned
                        on a Prepayment Amount (unless otherwise provided in the
                        relevant Transaction Document); nor

            (o)         any US$ amount received by the Issuer Trustee from the
                        Currency Swap Provider under the Currency Swap where
                        such amount has been or is to be paid directly by the
                        relevant Currency Swap Provider to the Principal Paying
                        Agent for the Class A Notes (except any Settlement
                        Amount, as defined in the ISDA Master Agreement,
                        received by the Issuer Trustee to the extent that it is
                        not applied in accordance with [Part 5(16)(c)] of the
                        ISDA Master Agreement).

            "CURRENCY SWAP" means the swap transaction in relation to the Class
            A Notes entered into or to be entered into between the Issuer
            Trustee, the Manager and the initial Currency Swap Provider on or
            prior to the Closing Date pursuant to the ISDA Master Agreement and
            includes any substitute currency swap transaction which replaces an
            existing Currency Swap.

            "CURRENCY SWAP PROVIDER" means initially Deutsche Bank AG, Frankfurt
            Head Office and includes any other person who subsequently enters
            into a Currency Swap with the Manager and the Issuer Trustee.

            "DISTRIBUTABLE PRINCIPAL" in relation to a Quarterly Payment Date
            means the sum of:

            (a)         the amount available on that Quarterly Payment Date to
                        be applied pursuant to clause 5.1(n); and

            (b)         in relation to the first Quarterly Payment Date only,
                        the amount (if any) of the Pre-Funding Pool to be
                        applied as Distributable Principal pursuant to clause
                        5.8(c).

            "FEES AND EXPENSES" has the meaning ascribed to that term in
            relation to the PUMA Trust in the Trust Deed provided that "Fees and
            Expenses" do not include any of the liabilities of the Issuer
            Trustee referred to in clauses 5.1(b) to 5.1(q) (inclusive), clauses
            5.5, 5.6, or 5.8 or in relation to a Prepayment Amount.

            "FINAL MATURITY DATE" means the Quarterly Payment Date occurring in
            August 2034.

            "FURTHER ADVANCE" means, in relation to an Approved Mortgage which
            is an asset of the PUMA Trust, a further advance, or that part of a
            further advance (whether made before or after the acquisition of the
            Approved Mortgage by the PUMA Trust), by the Issuer Trustee under
            the terms of the Approved Mortgage which causes the Scheduled
            Balance of that Approved Mortgage (determined prior to any variation
            to the terms of the Approved Mortgage which increases the Scheduled
            Balance) to be exceeded.

            "INCOME RESERVE" has the meaning given in clause 5.3(b).

            "INCOME UNIT" means the Income Unit in the PUMA Trust referred to in
            clause 2.1.


                                                                               4

<PAGE>


            "INCOME UNIT AMOUNT" means each amount available for payment to or
            application on behalf of the Income Unitholder pursuant to clause
            5.1(h).

            "INCOME UNITHOLDER" means the Unitholder of the Income Unit.

            "ISDA MASTER AGREEMENT" means the ISDA Master Agreement and the
            schedule thereto dated [ ] entered into between the Issuer Trustee,
            the Manager and Deutsche Bank AG, ABN 13 064 165 162 and includes
            any substitute agreement which replaces an existing ISDA Master
            Agreement.

            "ISSUER TRUSTEE" means initially Perpetual Trustees Australia
            Limited, ABN 86 000 431 827 or, if Perpetual Trustees Australia
            Limited retires or is removed as trustee of the PUMA Trust under the
            Trust Deed, the then substitute Issuer Trustee.

            "MANAGER'S FEES" means the fees payable to the Manager under the
            Management Deed (and in accordance with the Trust Deed) in relation
            to the PUMA Trust.

            "MARGIN" means, in relation to an A$ Note, the margin expressed as a
            percentage per annum specified by the Manager, or determined in a
            manner specified by the Manager, in writing to the Issuer Trustee on
            or prior to the Issue Date of that A$ Note and which (without
            limitation) may be different for different periods for which that A$
            Note is outstanding.

            "MONTHLY PAYMENT DATE" means 8 March 2003, the 8th day of each
            following calendar month until the Final Maturity Date and the Final
            Maturity Date provided that where any of these dates is not a
            Business Day the Monthly Payment Date will be the next following
            Business Day.

            "MONTHLY PERIOD" means:

            (a)      the period from and including the Closing Date to but
                     excluding the first Monthly Payment Date; and

            (b)      each period thereafter from and including a Monthly Payment
                     Date to but excluding the next Monthly Payment Date,

            provided that in relation to an A$ Redraw Note the first Monthly
            Period will commence on, and include, the Issue Date of that A$
            Redraw Note and will end on, but exclude, the next Monthly Payment
            Date.

            "NET INCOME AMOUNT" means, in relation to a Quarterly Payment Date,
            the aggregate of the Distributable Minimum Amount (as that
            expression is defined in the Management Deed) and the residual
            amount, if any, of Interim Calculable Net Income (as that expression
            is defined in the Management Deed) after application thereof to the
            Manager's Fees in accordance with clause 6.3(c)(ii) of the
            Management Deed for the immediately preceding Quarterly Period.

            "NET LOSS" means, in relation to a Quarterly Period, the absolute
            value of any negative Net Income (as defined in the Management Deed)
            in relation to that Quarterly Period.

            "NOTE" means a Class A Note or an A$ Note.

            "NOTE CONDITIONS" has the same meaning as in the Note Trust Deed.

            "NOTE REGISTRAR" has the same meaning as in the Agency Agreement.

            "NOTE TRUST DEED" means the Note Trust Deed to be entered into on or
            prior to the Closing Date between the Issuer Trustee, the Manager
            and The Bank of New York, New York Branch (as the initial Note
            Trustee).

                                                                               5

<PAGE>


            "NOTE TRUSTEE" has the same meaning as in the Note Trust Deed.

            "ORIGINAL PRINCIPAL BALANCE" means:

            (a)      in relation to a Class A Note, the amount stated on its
                     face; and

            (b)      in relation to an A$ Note, A$100,000.

            "PAYING AGENT" has the same meaning as in the Agency Agreement.

            "PAYMENT DATE" means each Monthly Payment Date and each Quarterly
            Payment Date other than any Monthly Payment Date which is not a
            Quarterly Payment Date and upon which no amounts are payable by the
            Issuer Trustee in respect of any A$ Redraw Note or the Redraw
            Facility Agreement.

            "PRE-FUNDING PERIOD" means the period commencing on the Closing Date
            and ending at 5pm (Sydney time) on the seventh Business Day prior to
            the first occurring Quarterly Payment Date.

            "PRE-FUNDING POOL" means the amount of the proceeds of the issue on
            the Closing Date of both the Class A Notes, after exchange to A$
            under the Currency Swap, and the A$ Class B Notes issued on that
            date, to be held by the Issuer Trustee pursuant to clause 7.1, as
            determined by the Manager and notified in writing to the Issuer
            Trustee on or before the Closing Date, less the aggregate amount
            that has been applied from those proceeds of issue (as so
            determined) towards the acquisition of Approved Mortgages, together
            with all Loans, Collateral Securities and other rights and
            entitlements relating thereto, pursuant to clause 7.2. The
            Pre-Funding Pool will be reduced to zero following its application
            on the first Quarterly Payment Date pursuant to clause 5.8.

            "PREPAYMENT AMOUNT" means any amount paid, or assets lodged by, the
            Manager or any other party to a Transaction Document to or with the
            Issuer Trustee as trustee of the PUMA Trust as:

            (a)      a prepayment of any obligation by that person to the Issuer
                     Trustee as trustee of the PUMA Trust under a Transaction
                     Document to the extent that such amount has not (except as
                     a prepayment) become payable to the Issuer Trustee in
                     accordance with that Transaction Document; or

            (b)      collateral for any obligation by that person to the Issuer
                     Trustee as trustee of the PUMA Trust under a Transaction
                     Document to the extent that such amount has not been
                     utilised by the Issuer Trustee in accordance with that
                     Transaction Document,

            and includes any amount or any assets specified in a Transaction
            Document to be a Prepayment Amount for the purposes of this Sub-Fund
            Notice and the Security Trust Deed.

            "PRINCIPAL BALANCE" means, at any time in relation to a Note, the
            Original Principal Balance of that Note less the aggregate of all
            amounts previously paid in relation to that Note on account of
            principal pursuant to, in the case of a Class A Note, condition 7 of
            the Note Conditions, and in the case of an A$ Note, clauses 5.1, 5.5
            or 5.8.

            "PRINCIPAL CASH BALANCE" has the meaning given in clause 5.4(d).

            "PRINCIPAL COLLECTIONS" means, in relation to any day, the amount
            determined by the following calculation:

            PC  =  A  -  B  +  C  +  D  +  E  -  F  +  G

            where:


                                                                               6

<PAGE>


            PC     =    the Principal Collections;

            A      =    the aggregate amount outstanding, plus all accrued but
                        unpaid interest, at the end of the seventh Business Day
                        prior to the immediately preceding Payment Date, or at
                        the opening of business on the Closing Date in respect
                        of a day during the period on or prior to the first
                        Payment Date, in respect of Approved Mortgages which
                        were then assets of the PUMA Trust;

            B      =    the aggregate amount outstanding, plus all accrued but
                        unpaid interest, at the beginning of that day in respect
                        of Approved Mortgages which are then assets of the PUMA
                        Trust;

            C      =    if that day is on or prior to the first Quarterly
                        Payment Date, the aggregate amount of the Pre-Funding
                        Pool which has been applied towards the acquisition of
                        Approved Mortgages since the seventh Business Day prior
                        to the immediately preceding Payment Date or since the
                        opening of business on the Closing Date in respect of a
                        day during the period on or prior to the first Payment
                        Date, or, if that day is not on or prior to the first
                        Quarterly Payment Date, zero;

            D      =    the aggregate amount of Redraw Facility Advances and the
                        proceeds of the issue of any A$ Redraw Notes or A$ Class
                        B Notes after the Closing Date which have been applied
                        towards the acquisition of Approved Mortgages or the
                        making of Redraws or Subordinate Funded Further Advances
                        since the seventh Business Day prior to the immediately
                        preceding Payment Date or since the opening of business
                        on the Closing Date in respect of a day during the
                        period on or prior to the first Payment Date;

            E      =    the aggregate of the amounts referred to in paragraph
                        (j) of the definition of "Collections" in this clause
                        1.1 in respect of the immediately preceding Payment Date
                        which were to be applied towards the acquisition of
                        Approved Mortgages or the funding of Further Advances or
                        Redraws but which have not yet been so applied and the
                        amount invested or retained as Principal Collections on
                        the immediately preceding Payment Date pursuant to
                        clause 5.1(o);

            F      =    if the Principal Collections are being determined in
                        relation to a Payment Date, the amounts referred to in
                        paragraph (j) of the definition of "Collections" in this
                        clause 1.1 in respect of that Payment Date which are to
                        be applied towards the acquisition of Approved Mortgages
                        or the funding of Further Advances or Redraws or, if the
                        Principal Collections are not being determined in
                        relation to a Payment Date, zero; and

            G      =    if the Principal Collections are being determined in
                        relation to the first Quarterly Payment Date and the
                        balance held in the Pre-Funding Pool at the end of the
                        Pre-Funding Period is less than A$ 1 million, the amount
                        of the Pre-Funding Pool (if any) applied towards
                        Collections in accordance with clause 5.8, or if the
                        Principal Collections are not being determined in
                        relation to the first Quarterly Payment Date, zero,

            provided that if the result of the above calculation is less than
            zero, the Principal Collections at that time will be zero. The
            "PRINCIPAL COLLECTIONS" in relation to a Payment Date is the amount
            determined in accordance with the foregoing definition as at the end
            of the seventh Business Day prior to that Payment Date. The
            Principal Collections in relation to any Payment


                                                                               7

<PAGE>


            Date is a notional amount of the Collections on that Payment Date.

            "PRINCIPAL PAYING AGENT" has the same meaning as in the Agency
            Agreement.

            "PRINCIPAL SHORTFALL" has the meaning given in clause 5.3(a).

            "PUMA TRUST" means the Sub-Fund to be known as PUMA Global Trust No.
            3 to be constituted by the acceptance of this Sub-Fund Notice
            pursuant to clause 6A.2(a) of the Trust Deed and the settlement on
            the Issuer Trustee of the sum of one hundred dollars pursuant to
            clause 6A.2(b) of the Trust Deed.

            "QUARTERLY PAYMENT DATE" means 8 May 2003, each following 8 August,
            8 November, 8 February, and 8 May of each year until the Final
            Maturity Date (and includes the Final Maturity Date) provided that
            where any of these dates is not a Business Day the Quarterly Payment
            Date will be the next following Business Day.

            "QUARTERLY PERIOD" means:

            (a)      the period from and including the Closing Date to but
                     excluding the first Quarterly Payment Date; and

            (b)      each period thereafter from and including a Quarterly
                     Payment Date to but excluding the next Quarterly Payment
                     Date,

            provided that in relation to an A$ Class B Note the first Quarterly
            Period will commence on, and include, the Issue Date of that A$
            Class B Note and will end on, but exclude, the next Quarterly
            Payment Date.

            "REDRAW" means, in relation to an Approved Mortgage which is an
            asset of the PUMA Trust, a further advance, or that part of a
            further advance, by the Issuer Trustee under the terms of the
            Approved Mortgage which does not cause the Scheduled Balance
            (determined prior to any variation to the terms of the Approved
            Mortgage which increases the Scheduled Balance) of that Approved
            Mortgage to be exceeded.

            "REDRAW FACILITY ADVANCE" means "Advance" as that term is defined in
            the Redraw Facility Agreement.

            "REDRAW FACILITY AGREEMENT" means the Redraw Facility Agreement to
            be entered into on or prior to the Closing Date between the Issuer
            Trustee, the Manager and the initial Redraw Facility Provider and
            includes any substitute agreement which replaces an existing Redraw
            Facility Agreement.

            "REDRAW FACILITY INTEREST" in relation to a Payment Date or a date
            upon which a distribution is made to the Redraw Facility Provider
            pursuant to clause 13.1(g)(ii) of the Security Trust Deed, means the
            fees and interest due on that Payment Date or date, as the case may
            be, and any fees and interest unpaid from prior Payment Dates, and
            interest on them, outstanding pursuant to the terms of the Redraw
            Facility Agreement.

            "REDRAW FACILITY LIMIT" at any time has the same meaning as the term
            "Facility Limit" in the Redraw Facility Agreement at that time.

            "REDRAW FACILITY PRINCIPAL" has the same meaning as in the Redraw
            Facility Agreement.

            "REDRAW FACILITY PROVIDER" means initially Macquarie Bank Limited,
            ABN 46 008 583 542, and includes any other person who subsequently
            enters into a Redraw Facility Agreement with the Manager and the
            Issuer Trustee.

            "REQUIRED INCOME RESERVE" means, in relation to a Payment Date, the
            amount determined pursuant to clause 5.3(b).


                                                                               8

<PAGE>


            "REQUIRED PRINCIPAL CASH BALANCE" means, in relation to a Payment
            Date, the amount determined pursuant to clause 5.4(b).

            "SCHEDULED BALANCE" in relation to an Approved Mortgage means the
            amount that would be owing on the Approved Mortgage at the date of
            determination if the borrower had drawn down the Approved Mortgage
            in full and had made, prior to that date, the minimum payments
            required under the terms of the Approved Mortgage.

            "SECURITY TRUST DEED" means the Security Trust Deed to be entered
            into on or prior to the Closing Date between the Issuer Trustee, the
            Manager, Perpetual Trustee Company Limited, ABN 42 000 001 007 and
            the Note Trustee.

            "SENIOR FEE AMOUNT" means, in relation to a Payment Date, the amount
            determined by the following calculation:

                                                          n
            SFA      =     TPB     x     0.25%     x    -----
                                                         365

            where:

            SFA      =     the Senior Fee Amount;

            TPB      =     the Total Principal Balance on that Payment Date
                           (before any repayments of principal of the Notes on
                           that date); and

            n        =     the number of days in the period from (and
                           including) the immediately preceding Quarterly
                           Payment Date to (but excluding) that Payment Date.

            "SENIOR REDRAW FACILITY INTEREST AMOUNT" in relation to a Payment
            Date or a date upon which a distribution is made pursuant to clause
            13.1(g)(ii) of the Security Trust Deed means an amount determined by
            the following calculation:

            SRFIA    =     SRP     x    RFI
                           ---
                            RP

            where:

            SRFIA    =     the Senior Redraw Facility Interest Amount;

            SRP      =     the Senior Redraw Facility Principal on that Payment
                           Date or date;

            RP       =     the Redraw Facility Principal on that Payment Date or
                           date; and

            RFI      =     the Redraw Facility Interest on that Payment Date or
                           date.

            "SENIOR REDRAW FACILITY PRINCIPAL" in relation to a Payment Date or
            a date upon which a distribution is made pursuant to clause
            13.1(g)(ii) of the Security Trust Deed means the amount, if any, by
            which the Redraw Facility Principal in relation to that Payment Date
            or date exceeds the aggregate Subordinate Funded Further Advance
            Amounts in respect of the Approved Mortgages, which are, or were,
            assets of the PUMA Trust, in relation to that Payment Date or date.

            "SUBORDINATE FUNDED FURTHER ADVANCE" means, in relation to an
            Approved Mortgage which is an asset of the PUMA Trust, a Further
            Advance made (whether before or after the acquisition of the
            Approved Mortgage by the PUMA Trust) or to be made, as the context
            requires, by the Issuer Trustee at any time to the extent to which
            it is made without the benefit of insurance under a Mortgage
            Insurance Policy.


                                                                               9

<PAGE>


            "SUBORDINATE FUNDED FURTHER ADVANCE AMOUNT" in relation to a Payment
            Date or a date upon which a distribution is made pursuant to clause
            13.1(g)(ii) of the Security Trust Deed and an Approved Mortgage,
            means the amount, if any, by which at the end of the seventh
            Business Day preceding that Payment Date, or the earlier of the date
            of that distribution or date of sale of the relevant Approved
            Mortgage, as the case may be, the principal balance outstanding of
            that Approved Mortgage exceeds the Scheduled Balance of that
            Approved Mortgage as a result of Subordinate Funded Further Advances
            made before the acquisition of the Approved Mortgage by the PUMA
            Trust or by the Issuer Trustee pursuant to clause 8 on the basis
            that repayments of principal on that Approved Mortgage by a
            Mortgagor are applied first towards any scheduled principal payments
            on that Approved Mortgage and then towards such Subordinate Funded
            Further Advances (but not as a result of capitalised interest in
            respect of such Subordinate Funded Further Advances).
            Notwithstanding the foregoing, if an Approved Mortgage which is an
            asset of the PUMA Trust is written off by the Manager as
            unrecoverable in a Quarterly Period then:

            (a)       subject to the following, the Subordinate Funded Further
                      Advance Amount in relation to that Approved Mortgage
                      will be the Subordinate Funded Further Advance Amount,
                      as determined in accordance with the above paragraph,
                      immediately before the Approved Mortgage was written off
                      as unrecoverable;

            (b)       if there is no Net Loss in relation to that Quarterly
                      Period, the Subordinate Funded Further Advance Amount in
                      relation to that Approved Mortgage will be reduced to
                      zero on the Quarterly Payment Date at the end of that
                      Quarterly Period; and

            (c)       if there is a Net Loss in relation to that Quarterly
                      Period, the Subordinate Funded Further Advance Amount in
                      relation to that Approved Mortgage on and from the
                      Quarterly Payment Date at the end of that Quarterly
                      Period will, subject to the following, be the lesser of
                      the amount referred to in paragraph (a) above and that
                      Net Loss. The Subordinate Funded Further Advance Amount
                      in relation to that Approved Mortgage will be reduced to
                      zero at the end of the next Payment Date on or after
                      that Quarterly Payment Date upon which the Principal
                      Shortfall is reduced to zero.

            "SUBORDINATION LEVEL" means at any time:

            (a)       the aggregate Principal Balance of all A$ Class B Notes;

            divided by,

            (b)       the sum of the A$ Equivalent of the aggregate Principal
                      Balance of all Class A Notes, the aggregate Principal
                      Balance of all A$ Class B Notes and the Redraw Facility
                      Limit,

            (expressed as a percentage).

            "SUBSTITUTION PERIOD" means the period from the Closing Date up to
            and including the seventh Business Day prior to the second Quarterly
            Payment Date.

            "SUPPORT FACILITY PROVIDER" means each party to a Support Facility
            other than the Issuer Trustee and the Manager.

            "TOTAL PRINCIPAL BALANCE" means, at any time, the A$ Equivalent of
            the aggregate of the Principal Balance at that time of all Notes.

            "TRIGGER LEVEL" means 35%.


                                                                              10

<PAGE>


            "TRUST DEED" means the Consolidated PUMA Trust Deed dated 13 July
            1990 (as amended and supplemented from time to time) between the
            person referred to therein as the Founder and the Issuer Trustee
            under which the Trusts collectively known as the PUMA Fund are
            constituted.

            "UNDERWRITING AGREEMENT" means the Underwriting Agreement to be
            entered into on or prior to the Closing Date between the Issuer
            Trustee, the Manager, Macquarie Bank Limited, ABN 46 008 583 542,
            Deutsche Bank Securities Inc. and [ ].

            "UNPAID A$ CLASS A INTEREST AMOUNT" has the same meaning as in the
            Currency Swap.

            "US DOLLARS" or "US$" means the lawful currency for the time being
            of the United States of America.

1.2         INTERPRETATION

            The provisions of clause 1.2 of the Trust Deed are incorporated into
            this Sub-Fund Notice as if set out in full in this Sub-Fund Notice
            and as if references to "this Deed" were to "this Sub-Fund Notice"
            and references to a "Banking Day" were to a "Business Day".

1.3         TRUST DEED DEFINITIONS

            Subject to clause 1.4, unless otherwise defined in this Sub-Fund
            Notice, each term or expression defined in the Trust Deed has the
            same meaning where used in this Sub-Fund Notice. Where there is any
            inconsistency in a definition between this Sub-Fund Notice and the
            Trust Deed, this Sub-Fund Notice prevails in respect of the PUMA
            Trust. Subject to clause 1.4, terms or expressions defined in the
            Trust Deed in relation to a Fund are, when used in this Sub-Fund
            Notice, and unless the context otherwise requires, used in relation
            to the PUMA Trust.

1.4         INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
            PROVISIONS

            Where in this Sub-Fund Notice a word or expression is defined by
            reference to its meaning in another Transaction Document or there is
            a reference to another Transaction Document or to a provision of
            another Transaction Document, any amendment to the meaning of that
            word or expression or to that other Transaction Document or
            provision (as the case may be) will be of no effect for the purposes
            of this Sub-Fund Notice unless and until the amendment is consented
            to by the Manager and the Issuer Trustee.

1.5         ISSUER TRUSTEE CAPACITY

            In this Sub-Fund Notice, except where provided to the contrary:

            (a)      (REFERENCES TO ISSUER TRUSTEE): a reference to the Issuer
                     Trustee is a reference to the Issuer Trustee in its
                     capacity as trustee of the PUMA Trust only, and in no other
                     capacity; and

            (b)      (REFERENCES TO ASSETS OF THE ISSUER TRUSTEE): a reference
                     to the undertaking, assets, business or money of the Issuer
                     Trustee is a reference to the undertaking, assets, business
                     or money of the Issuer Trustee in the capacity referred to
                     in paragraph (a).
--------------------------------------------------------------------------------
2.          UNITS

2.1         CLASSES AND NUMBER OF UNITS

            The beneficial interest in the PUMA Trust is divided into 2 Units: 1
            Capital Unit and 1 Income
                                                                              11

<PAGE>

            Unit. The Income Unit and the Capital Unit enjoy the same rights,
            entitlements, benefits and restrictions, except as expressly
            provided in this Sub-Fund Notice.

2.2         INITIAL UNITHOLDER

            Macquarie Securitisation Limited is to be the initial Unitholder of
            the Capital Unit and the Income Unit. The Issuer Trustee must, as
            soon as practicable following the creation of the PUMA Trust, record
            Macquarie Securitisation Limited in the Register as the holder of
            the Income Unit and Capital Unit in accordance with clause 15 of the
            Trust Deed.

2.3         BENEFICIAL INTEREST REPRESENTED BY THE INCOME UNIT

            The beneficial interest in the PUMA Trust represented by the Income
            Unit is limited to the amount (if any) standing from time to time to
            the credit of the Account representing any then due but unpaid
            Income Unit Amount.

2.4         BENEFICIAL INTEREST REPRESENTED BY THE CAPITAL UNIT

            The beneficial interest in the PUMA Trust represented by the Capital
            Unit is in the assets of the PUMA Trust as a whole (other than the
            beneficial interest in the assets represented by the Income Unit)
            but not in any particular asset of the PUMA Trust.

2.5         RIGHT OF INCOME UNITHOLDER TO PAYMENTS

            The Income Unitholder has only the right to receive payments of the
            Income Unit Amount in accordance with this Sub-Fund Notice and only
            to the extent that funds are available for this purpose in
            accordance with this Sub-Fund Notice.

2.6         RIGHTS OF CAPITAL UNITHOLDER TO PAYMENTS

            The Capital Unitholder has no right to receive any payments or
            distributions in respect of the Capital Unit other than to receive
            any amounts available for distribution to the Capital Unitholder
            pursuant to clause 5.1(q).

2.7         CAPITAL AND INCOME UNIT SUBJECT TO THIS SUB-FUND NOTICE

            The rights, benefits and entitlements in respect of the Capital Unit
            and the Income Unit are subject to the terms of this Sub-Fund
            Notice.

2.8         RESTRICTIONS ON TRANSFER

            The Capital Unit is non-transferable. The Income Unit may be
            transferred at any time subject to the prior written consent of the
            Issuer Trustee and the Manager (which, in each case, must not be
            unreasonably withheld) and notification to each Current Rating
            Authority by the Manager.


--------------------------------------------------------------------------------
3.          ISSUE OF NOTES

3.1         CLASSES OF NOTES

            Notes issued by the Issuer Trustee must be issued in one or more of
            the following classes:

            (a)      (CLASS A NOTES): Class A Notes denominated in US Dollars
                     and issued subject to and in accordance with the Note Trust
                     Deed and which in turn may be divided into sub-classes if
                     so specified in the Note Conditions;

            (b)      (A$ CLASS B NOTES): one or more classes of A$ Class B Notes
                     which will be

                                                                              12

<PAGE>


                     Registered Notes issued pursuant to clause 7.5 of the Trust
                     Deed. All A$ Class B Notes with the same Issue Date will
                     form a single class separate from classes of A$ Class B
                     Notes issued on other Issue Dates; or

            (c)      (A$ REDRAW NOTES): one or more classes of A$ Redraw Notes
                     which will be Registered Notes issued pursuant to clause
                     7.5 of the Trust Deed. All A$ Redraw Notes with the same
                     Issue Date will form a single class separate from classes
                     of A$ Redraw Notes issued on other Issue Dates.

3.2         ISSUE OF CLASS A NOTES AND INITIAL A$ CLASS B NOTES

            Subject to the satisfaction of all relevant conditions precedent in
            the Transaction Documents, the Issuer Trustee must, upon the
            direction of the Manager:

            (a)      (CLASS A NOTES): issue the Class A Notes on the Closing
                     Date in accordance with the Note Trust Deed and the
                     Underwriting Agreement; and

            (b)      (INITIAL A$ CLASS B NOTES): issue the initial A$ Class B
                     Notes on the Closing Date in a principal amount as
                     specified by the Manager to the Issuer Trustee no later
                     than 2 Business Days (or such later date as the Issuer
                     Trustee agrees) prior to the Closing Date in accordance
                     with clause 7 of the Trust Deed.

            No Class A Notes may be issued after the Closing Date.

3.3         ISSUE OF ADDITIONAL A$ CLASS B NOTES

            The Issuer Trustee, if so directed by the Manager no less than 5
            Business Days (or such lesser period as the Issuer Trustee agrees)
            prior to a proposed Issue Date occurring after the Closing Date,
            must issue additional A$ Class B Notes in a principal amount and on
            any Issue Date as specified by the Manager. The Manager must not
            direct the Issuer Trustee to issue A$ Class B Notes after the
            Closing Date unless the Manager has received written confirmation
            from each Current Rating Authority that this will not result in a
            downgrading, withdrawal or qualification of any rating assigned by
            them to the Notes.

3.4         ISSUE OF A$ REDRAW NOTES

            The Issuer Trustee, if so directed by the Manager no less than 5
            Business Days (or such lesser period as the Issuer Trustee agrees)
            prior to the proposed Issue Date, must issue A$ Redraw Notes in a
            principal amount and on any Issue Date as specified by the Manager.
            The Manager must not direct the Issuer Trustee to issue A$ Redraw
            Notes unless the Manager has received written confirmation from each
            Current Rating Authority that this will not result in a downgrading,
            withdrawal or qualification of any rating assigned by them to the
            Notes.

3.5         PRE-CONDITIONS TO ISSUE OF CLASS A NOTES AND A$ CLASS B NOTES

            Without limiting clause 3.2, the Issuer Trustee must not issue the
            Class A Notes or the A$ Class B Notes on the Closing Date until it
            has received:

            (a)      (TRANSACTION DOCUMENTS): executed original counterparts (or
                     satisfactory evidence of the due execution by each party)
                     of the Note Trust Deed, the Agency Agreement, the Security
                     Trust Deed, the ISDA Master Agreement, the Redraw Facility
                     Agreement, the Currency Swap and the Underwriting
                     Agreement;

            (b)      (CURRENCY SWAP CONFIRMATION): written confirmation from the
                     Currency Swap Provider that all conditions precedent to the
                     Currency Swap Provider's obligations under the ISDA Master
                     Agreement, which can be satisfied on or prior to the
                     Closing Date, have been satisfied;


                                                                              13

<PAGE>


            (c)      (REDRAW FACILITY CONFIRMATION): written confirmation from
                     the Redraw Facility Provider that all conditions precedent
                     to the Redraw Facility Provider's obligations under the
                     Redraw Facility Agreement, which can be satisfied on or
                     prior to the Closing Date, have been satisfied; and

            (d)      (TRANSFER PROPOSAL): a Transfer Proposal from the Manager
                     relating to the transfer of Approved Mortgages to the PUMA
                     Trust on the Closing Date.

3.6         VOTING AT MEETINGS UNDER THE TRUST DEED

            The procedures for convening a meeting of Relevant Noteholders for
            the purposes of the First Schedule of the Trust Deed are varied as
            follows:

            (a)      (NOTICES AND TIMING): if Class A Noteholders are included
                     within the, or are the only, Relevant Noteholders for the
                     purposes of a meeting under the First Schedule of the Trust
                     Deed:

                     (i)    any notice of a meeting given or required to be
                            given to the Class A Noteholders must also be given
                            to the Note Trustee;

                     (ii)   a meeting under the First Schedule of the Trust Deed
                            at which the Note Trustee is the only Relevant
                            Noteholder pursuant to clause 3.6(b) must not,
                            unless otherwise agreed by the Note Trustee, be held
                            until the Note Trustee has had the opportunity of
                            seeking and obtaining directions from the relevant
                            Class A Noteholders regarding how the Note Trustee
                            is to vote at the meeting;

            (b)      (NOTE TRUSTEE TO ACT): the Relevant Noteholders in relation
                     to Class A Notes, for the purposes of the First Schedule of
                     the Trust Deed, means the Note Trustee alone, acting on
                     behalf of the corresponding Class A Noteholders under the
                     Note Trust Deed or, if the Note Trustee has become bound to
                     take steps and/or to proceed under the Note Trust Deed and
                     fails to do so within a reasonable time and such failure is
                     continuing, those Class A Noteholders;

            (c)      (NOTE TRUSTEE AS REPRESENTATIVE): if the Note Trustee is
                     the only Relevant Noteholder in relation to the Class A
                     Notes pursuant to clause 3.6(b), it will be regarded as a
                     Representative holding or representing all of the
                     corresponding Class A Notes for the purposes of determining
                     whether a quorum is present at such meeting, for
                     determining the votes to which the Note Trustee is entitled
                     to cast at such meeting and any other relevant matter
                     relating to such meeting;

            (d)      (DIRECTIONS IN LIEU OF MEETING): if clause 3.6(c) applies,
                     then notwithstanding any other provision of the Trust Deed,
                     the requirement to convene such a meeting and put such
                     issue to such meeting will be satisfied if directions are
                     sought from the Note Trustee on the particular issue that
                     would otherwise be put to such meeting. Upon such a
                     direction being given by the Note Trustee, a meeting of the
                     Relevant Noteholders will be regarded as having been duly
                     called, convened and held and the direction will be
                     regarded as properly passed as an Extraordinary Resolution
                     of such meeting; and

            (e)      (CLASS A NOTEHOLDERS): if the Class A Noteholders become
                     entitled to attend a meeting of Relevant Noteholders
                     pursuant to clause 3.6(b), the evidence of the entitlement
                     of such Class A Noteholders to attend such meeting and to
                     vote thereat, and any other relevant matters, will be
                     determined in accordance with the provisions of the Note
                     Trust Deed and the Agency Agreement, with such amendments
                     as determined by the Issuer Trustee to be necessary.

                                                                              14

<PAGE>


--------------------------------------------------------------------------------
4.          PRINCIPAL AND INTEREST ON THE NOTES

4.1         ORIGINAL PRINCIPAL BALANCE OF THE NOTES

            (a)      (CLASS A NOTES): Each Class A Note will have an Original
                     Principal Balance as set out on its face and will be issued
                     at par value.

            (b)      (A$ NOTES): Each A$ Note will have an Original Principal
                     Balance of A$100,000 and will be issued at par value.

4.2         PAYMENT OF INTEREST ON THE NOTES

            (a)      (CLASS A NOTES): Each Class A Note will accrue interest,
                     and such interest will be payable, in accordance with the
                     Note Conditions.

            (b)      (A$ NOTES):

                     (i)    Each A$ Note will accrue interest from (and
                            including) its Issue Date and will cease to accrue
                            interest from (and including) the earlier of:

                            A.      the date on which the Principal Balance of
                                    the A$ Note is reduced to zero and all
                                    accrued interest in respect of the A$ Note
                                    is paid in full; and

                            B.      the date on which the A$ Note is deemed to
                                    be repaid in accordance with clause
                                    4.3(b)(iv).

                     (ii)   Interest on each A$ Redraw Note for each Monthly
                            Period in relation to that A$ Redraw Note will
                            accrue on a daily basis at the product of the A$
                            Notes Interest Rate applicable to that A$ Redraw
                            Note for that Monthly Period and the Principal
                            Balance of the A$ Redraw Note at the close of
                            business on the first day of that Monthly Period and
                            will be calculated on a daily basis and based on a
                            365 day year.

                     (iii)  Interest so calculated on an A$ Redraw Note will be
                            payable in arrears on each Monthly Payment Date.

                     (iv)   Interest on each A$ Class B Note for each Quarterly
                            Period in relation to that A$ Class B Note will
                            accrue on a daily basis at the product of the A$
                            Notes Interest Rate applicable to that A$ Class B
                            Note for that Quarterly Period and the Principal
                            Balance of the A$ Class B Note at the close of
                            business on the first day of that Quarterly Period
                            and will be calculated on a daily basis and based on
                            a 365 day year.

                     (v)    Interest so calculated on an A$ Class B Note will be
                            payable in arrears on each Quarterly Payment Date.

4.3         REDEMPTION OF THE NOTES

            (a)      (CLASS A NOTES): The Class A Notes will be redeemed or
                     deemed to be redeemed in accordance with the Note
                     Conditions.

            (b)      (A$ NOTES):

                     (i)    Unless previously redeemed in full, the Issuer
                            Trustee will, subject to this Sub-Fund Notice,
                            redeem each A$ Note at its then Principal Balance,
                            together with all accrued but unpaid interest, on
                            the Final Maturity Date.

                                                                              15

<PAGE>


                     (ii)   Subject to clauses 4.3(b)(iii) and (iv), the Issuer
                            Trustee will redeem each A$ Redraw Note on a Monthly
                            Payment Date and will redeem each A$ Class B Note on
                            a Quarterly Payment Date (either in whole or in part
                            as the context requires) to the extent of any moneys
                            to be applied by the Issuer Trustee pursuant to
                            clause 5.1 or 5.5 (as applicable) to that A$ Redraw
                            Note or A$ Class B Note (as the case may be).

                     (iii)  Unless previously redeemed in full, the Issuer
                            Trustee must redeem all, but not some only, of the
                            A$ Notes, when required to do so in accordance with,
                            and for the amount required under, conditions 7.3
                            and 7.4 of the Note Conditions.

                     (iv)   Upon a final distribution being made in respect of
                            an A$ Note under clause 5.1 or 5.5 of this Sub-Fund
                            Notice or clause 13.1 of the Security Trust Deed,
                            that A$ Note will thereupon be deemed to be redeemed
                            and discharged in full and any obligation to pay any
                            accrued but unpaid interest and any then unpaid
                            Principal Balance or any other amounts in relation
                            to that A$ Note will be extinguished in full.

                     (v)    No amount of principal will be repaid in respect of
                            an A$ Note in excess of the Principal Balance of
                            that A$ Note.

4.4         INTEREST ON OVERDUE INTEREST ON THE NOTES

            (a)      (CLASS A NOTES): If interest is not paid in respect of a
                     Class A Note on the date when due and payable in accordance
                     with the Note Conditions, the unpaid interest will in turn
                     bear interest in accordance with the Note Conditions.

            (b)      (A$ NOTES): If interest is not paid in respect of an A$
                     Note on the date when due and payable in accordance with
                     this Sub-Fund Notice (but without regard to any limitation
                     contained in this Sub-Fund Notice) that unpaid interest
                     will in turn bear interest at the A$ Notes Interest Rate
                     from time to time applicable on that A$ Note until (but
                     excluding) the date on which the unpaid interest, and
                     interest on it, is paid in accordance with clause 5.1.

4.5         ROUNDING OF PAYMENTS ON THE NOTES

            (a)      (CLASS A NOTES): All payments in respect of the Class A
                     Notes will be rounded in accordance with the Note
                     Conditions.

            (b)      (A$ NOTES):  All payments in respect of:

                     (i)    interest on the A$ Notes will be rounded to the
                            nearest cent; and

                     (ii)   the Principal Balance of each A$ Note will be
                            rounded downwards to the nearest integral multiple
                            of $1 for each $10,000 of Original Principal
                            Balance.

4.6         MANAGER UNDERTAKINGS

            (a)      (UNDERTAKING IN RELATION TO INTEREST): The Manager will
                     endeavour to ensure (using the measures available to it in
                     its capacity as manager of the PUMA Trust) that on each
                     Payment Date there are sufficient Collections (other than
                     Principal Collections and the Principal Cash Balance) to
                     pay all interest payable on that Payment Date in relation
                     to the Notes.

                                                                              16

<PAGE>


            (b)      (UNDERTAKING IN RELATION TO PRINCIPAL): The Manager will
                     endeavour to ensure (using the measures available to it in
                     its capacity as manager of the PUMA Trust) that the Issuer
                     Trustee is able to repay the Principal Balance on each Note
                     in full by the Final Maturity Date.


--------------------------------------------------------------------------------
5.          CASHFLOWS

5.1         ORDER OF PAYMENTS ON EACH PAYMENT DATE

            At least five Business Days prior to each Payment Date the Manager
            must determine the payments or allocations to be made by the Issuer
            Trustee on that Payment Date from Collections in relation to that
            Payment Date and must direct the Issuer Trustee to apply, in
            accordance with clause 5.2 and subject to clause 5.4(e) (in relation
            to Collections comprising the Principal Cash Balance), and the
            Issuer Trustee must apply, those Collections in making the following
            payments and allocations on that Payment Date in the following order
            of priority:

            (a)       (FEES AND EXPENSES): first, in payment or allocation,
                      pari passu and rateably, towards any outstanding Fees
                      and Expenses and towards an amount to be invested in
                      Authorised Investments towards provision for Fees and
                      Expenses accrued and payable on subsequent Payment Dates
                      or for which the Manager otherwise determines to make
                      provision;

            (b)       (MANAGER'S FEES): second, in payment to the Manager
                      towards the Manager's Fees outstanding on that Payment
                      Date or (if the Payment Date is not a Quarterly Payment
                      Date) towards an amount to be invested in Authorised
                      Investments towards provision for the Manager's Fees to
                      the extent that they have accrued and are payable on the
                      next Quarterly Payment Date, provided that the aggregate
                      amount paid or for which provision is made pursuant to
                      this clause 5.1(b) must not exceed the Senior Fee Amount
                      for that Payment Date;

            (c)       (SUPPORT FACILITIES): third, in payment or allocation,
                      pari passu and rateably, towards any amounts payable by
                      the Issuer Trustee to Support Facility Providers under
                      Support Facilities on that Payment Date (other than any
                      amounts referred to in clauses 5.1(d), (e), (f), (j) and
                      (p) and clause 5.7) and towards an amount to be invested
                      in Authorised Investments towards provision for such
                      amounts accrued and payable on subsequent Payment Dates;

            (d)       (CURRENCY SWAP, A$ REDRAW NOTES AND REDRAW FACILITY
                      INTEREST): fourth, in payment or allocation, pari
                      passu and rateably:

                      (i)       to the Currency Swap Provider towards the A$
                                Class A Interest Amount and any Unpaid A$
                                Class A Interest Amount in relation to that
                                Payment Date payable under the Currency Swap
                                or (if the Payment Date is not a Quarterly
                                Payment Date) towards an amount to be
                                invested in Authorised Investments as
                                provision for the A$ Class A Interest Amount
                                and any Unpaid A$ Class A Interest Amount
                                accrued and payable on a subsequent Payment
                                Date;

                      (ii)      to the A$ Redraw Noteholders, pari passu and
                                rateably, towards interest due on the A$
                                Redraw Notes on that Payment Date pursuant
                                to clause 4.2(b) and any unpaid interest on
                                the A$ Redraw Notes from prior Payment Dates
                                and interest on that unpaid interest payable
                                pursuant to clause 4.4(b); and

                      (iii)     to the Redraw Facility Provider towards an
                                amount not exceeding the

                                                                              17

<PAGE>


                            Senior Redraw Facility Interest Amount in relation
                            to that Payment Date to be applied to the Redraw
                            Facility Interest in relation to that Payment Date;

            (e)      (A$ CLASS B NOTES): fifth, in payment or allocation, to the
                     A$ Class B Noteholders, pari passu and rateably, towards
                     interest due on the A$ Class B Notes on that Payment Date
                     pursuant to clause 4.2(b) and any unpaid interest on the A$
                     Class B Notes from prior Payment Dates and interest on that
                     unpaid interest payable pursuant to clause 4.4(b) or (if
                     the Payment Date is not a Quarterly Payment Date) towards
                     an amount to be invested in Authorised Investments as
                     provision for such interest accrued and payable on a
                     subsequent Payment Date;

            (f)      (SUBORDINATED REDRAW FACILITY INTEREST): sixth, to the
                     Redraw Facility Provider towards the balance of any Redraw
                     Facility Interest on that Payment Date to be applied in
                     accordance with clause 5.9;

            (g)     (MANAGER'S FEES): seventh, towards an amount equal to the
                     balance (if any) of the Manager's Fees due and outstanding,
                     to be applied in accordance with clause 5.3;

            (h)      (NET INCOME AMOUNT): eighth, towards the Net Income Amount
                     in relation to that Payment Date and any Net Income Amount
                     from prior Payment Dates which has not previously been paid
                     or applied pursuant to this clause 5.1(h), to be paid or
                     applied to the Income Unitholder to be dealt with, and held
                     by, the Income Unitholder in accordance with clause 6;

             (i)     (PRINCIPAL CASH BALANCE): ninth, towards the amount (if
                     any) by which the Required Principal Cash Balance in
                     relation to that Payment Date exceeds the then Principal
                     Cash Balance (after the payments and allocations referred
                     to above including any addition to the Principal Cash
                     Balance pursuant to clauses 5.3(c)(i) and 5.9(a)) to be
                     invested or retained in Authorised Investments in respect
                     of the Principal Cash Balance;

             (j)     (SENIOR REDRAW FACILITY PRINCIPAL): tenth, to the Redraw
                     Facility Provider towards an amount not exceeding the
                     Senior Redraw Facility Principal in relation to that
                     Payment Date (less, in relation to the first Quarterly
                     Payment Date, any amount of the Pre-Funding Pool applied
                     towards repayment of the Redraw Facility Principal pursuant
                     to clause 5.8(a)) to be applied towards repayment of the
                     Redraw Facility Principal outstanding on the Business Day
                     immediately prior to that Payment Date;

             (k)     (REDRAWS AND FURTHER ADVANCES): eleventh, at any time
                     towards any Redraws and, only during the Substitution
                     Period, Further Advances (other than Subordinate Funded
                     Further Advances) to be made on that Payment Date pursuant
                     to clause 8;

             (l)     (PRINCIPAL ON A$ REDRAW NOTES): twelfth, to the A$ Redraw
                     Noteholders as a repayment of principal on the A$ Redraw
                     Notes in the following order, until the Principal Balances
                     of the A$ Redraw Notes have been reduced to zero:

                     (i)    first, rateably amongst those A$ Redraw Notes with
                            the earliest Issue Date until the Principal Balance
                            of those A$ Redraw Notes is reduced to zero;

                     (ii)   secondly, rateably amongst those A$ Redraw Notes
                            with the next earliest Issue Date until the
                            Principal Balance of those A$ Redraw Notes is
                            reduced to zero; and

                     (iii)  subsequently, rateably amongst each subsequent group
                            of A$ Redraw

                                                                              18


<PAGE>

                            Notes (if any) with the same Issue Date until the
                            Principal Balance of those A$ Redraw Notes is
                            reduced to zero on the basis that an A$ Redraw Note
                            will not be entitled to any payment in respect of
                            principal until the Principal Balances of all A$
                            Redraw Notes with an earlier Issue Date than that A$
                            Redraw Note has been reduced to zero;

             (m)     (APPROVED MORTGAGES): thirteenth, towards the acquisition
                     on that Payment Date, during the Substitution Period only,
                     of any Approved Mortgages, together with Loans, Collateral
                     Securities and other rights and entitlements relating
                     thereto, pursuant to clause 7;

             (n)     (PRINCIPAL ON CLASS A NOTES AND A$ CLASS B NOTES):
                     fourteenth, if the Payment Date is a Quarterly Payment
                     Date, to be paid to the Currency Swap Provider and the A$
                     Class B Noteholders in accordance with clause 5.5 provided
                     that in relation to the first Quarterly Payment Date only,
                     no allocation will be made to the Currency Swap Provider or
                     the A$ Class B Noteholders towards repayment of the
                     principal on the Class A Notes and A$ Class B Notes under
                     this clause 5.1(n) unless the amount to be allocated equals
                     or exceeds A$1 million;

             (o)     (RETENTION): fifteenth, if the Payment Date is not a
                     Quarterly Payment Date and the Principal Balance of the
                     Notes has not been repaid or deemed to be repaid in full,
                     the balance is to be invested or retained in Authorised
                     Investments as Principal Collections;

             (p)     (SUBORDINATE FUNDED FURTHER ADVANCE AMOUNTS): sixteenth, if
                     the Notes have been repaid in full, to the Redraw Facility
                     Provider towards repayment of the balance of the Redraw
                     Facility Principal outstanding on the Business Day
                     immediately prior to that Payment Date; and


             (q)     (CAPITAL UNITHOLDER): finally, if the Notes have been
                     repaid in full, the balance, if any, is to be paid to the
                     Capital Unitholder.

            The obligations of the Issuer Trustee to make any payment or
            allocation under each of the above paragraphs is limited in each
            case to the balance of the Collections (which may be applied in
            accordance with clause 5.2) after payment in accordance with the
            preceding paragraph or paragraphs (if any). Any Collections not paid
            towards a liability of the PUMA Trust on a Payment Date, or
            otherwise allocated to the Income Reserve or the Principal Cash
            Balance, are to be held by the Issuer Trustee as Collections and
            invested in Authorised Investments in accordance with clause 10.4(a)
            of the Trust Deed. The determination by the Manager of the payments
            and allocations to be made by the Issuer Trustee pursuant to this
            clause 5.1 are to be made based upon the Manager's reasonable
            expectation of amounts to be received by the Issuer Trustee after
            the date of determination and which will be included in Collections
            on the relevant Payment Date. The Manager may by notice to the
            Issuer Trustee revise any direction given pursuant to this clause
            5.1 in relation to a Payment Date at any time before a payment is
            made by the Issuer Trustee pursuant to that direction. If the
            Manager revises any direction pursuant to this clause 5.1 in
            relation to a Quarterly Payment Date then it must notify all parties
            to whom it is due to give or has given the Quarterly Servicing
            Report (as defined in the Note Conditions) in relation to that
            Quarterly Payment Date, pursuant to Condition 11.3 of the Note
            Conditions, of that revision prior to payment by the Issuer Trustee
            in accordance with that revised direction.

5.2         ORDER OF APPLICATION OF AMOUNTS REPRESENTING COLLECTIONS

            In making the payments and allocations set out in clause 5.1 on a
            Payment Date, the Manager must direct the Issuer Trustee to apply,
            and the Issuer Trustee must apply, the Collections in relation to
            that Payment Date in the following order:

                                                                              19

<PAGE>


            (a)      (OTHER COLLECTIONS): first, the Issuer Trustee must apply
                     any Collections which are not Income Reserve, Principal
                     Collections, or Principal Cash Balance;

            (b)      (INCOME RESERVE): second, if the Collections referred to
                     above have all been applied in accordance with clause 5.1
                     on that Payment Date, the Issuer Trustee must apply the
                     Income Reserve;

            (c)      (PRINCIPAL COLLECTIONS): third, if the Collections referred
                     to above have all been applied in accordance with clause
                     5.1 on that Payment Date, the Issuer Trustee must apply
                     Principal Collections; and

            (d)      (PRINCIPAL CASH BALANCE): finally, if the Collections
                     referred to above have all been applied in accordance with
                     clause 5.1 on that Payment Date, the Issuer Trustee must
                     apply the Principal Cash Balance,

            provided that, notwithstanding the foregoing, the Manager must not
            direct the Issuer Trustee to apply on a Payment Date, and the Issuer
            Trustee must not apply:

            (e)      (INCOME RESERVE): Income Reserve to amounts payable under:

                     (i)    clauses 5.1(f), (g) or (h) except to the extent that
                            the then Income Reserve (after prior applications on
                            that Payment Date) exceeds the Required Income
                            Reserve on that Payment Date; or

                     (ii)   clauses 5.1(i) to (q) (inclusive);

            (f)      (PRINCIPAL COLLECTIONS): Principal Collections to amounts
                     payable under clauses 5.1(f), (g) or (h);

            (g)      (PRINCIPAL CASH BALANCE): Principal Cash Balance to amounts
                     payable under:

                     (i)    clauses 5.1(f), (g), (h), (i) or (o); or

                     (ii)   clauses 5.1(j) to (n) (inclusive) except to the
                            extent that the then Principal Cash Balance (after
                            prior applications on that Payment Date) exceeds the
                            Required Principal Cash Balance on that Payment
                            Date;

            (h)      (REDRAW FACILITY ADVANCE): any Redraw Facility Advance on
                     that Payment Date except under clauses 5.1(j), (k) or (p)
                     or in accordance with clause 8.2;

            (i)      (A$ REDRAW NOTES): any issue proceeds of A$ Redraw Notes
                     except under clauses 5.1(i), (j), (k) or (l);

            (j)      (A$ CLASS B NOTES): any issue proceeds of A$ Class B Notes
                     issued after the Closing Date except under clauses 5.1(i),
                     (j), (k), (l) or (n); or

            (k)      (SUPPORT FACILITY AMOUNTS): otherwise, any amounts received
                     under a Support Facility except in accordance with the
                     terms of that Support Facility.

5.3         SUBORDINATION OF MANAGER'S FEES

            (a)      (PRINCIPAL SHORTFALL): The Principal Shortfall in relation
                     to a Payment Date is:

                     (i)    the aggregate, as determined by the Manager, of:

                            A.      all amounts of Principal Collections and
                                    Principal Cash Balance previously paid or
                                    applied toward liabilities of the PUMA Trust
                                    (including amounts applied by way of
                                    provision

                                                                              20

<PAGE>


                                    for future liabilities but without
                                    double counting where those amounts are
                                    subsequently applied to those liabilities)
                                    under clauses 5.1(a) to (e) (inclusive); and

                            B.      the aggregate of any Net Losses in respect
                                    of preceding Quarterly Periods,

                            but without double counting where an amount of
                            Principal Cash Balance has been paid or applied as
                            referred to in clause 5.3(a)(i)(A) because of a Net
                            Loss referred to in clause 5.3(a)(i)(B);

                     (ii)   less the aggregate of all amounts previously
                            allocated to the Principal Cash Balance pursuant to
                            clauses 5.3(c)(i) and 5.9(a).

            (b)      (INCOME RESERVE): The Manager must, no later than the day 5
                     Business Days prior to each Payment Date, determine the
                     amount of the Required Income Reserve in relation to that
                     Payment Date and notify the Issuer Trustee in writing of
                     such amount (unless there has been no change in the
                     Required Income Reserve since it was last determined by the
                     Manager). The Required Income Reserve may be determined by
                     the Manager in its absolute discretion and may be zero. The
                     Income Reserve at any time is:

                     (i)    the aggregate of all amounts previously allocated to
                            the Income Reserve pursuant to clause 5.3(c)(ii);

                     (ii)   less the aggregate of all amounts of the Income
                            Reserve previously paid or applied toward
                            liabilities of the PUMA Trust (including amounts
                            applied by way of provision for future liabilities
                            but without double counting where those amounts are
                            subsequently applied to those liabilities) in
                            accordance with clause 5.1.

                     The Issuer Trustee must keep a record of the amount of the
                     Income Reserve but may mix the Income Reserve with other
                     assets of the PUMA Trust.

            (c)      (SUBORDINATION OF MANAGER'S FEES): The amount available to
                     be applied on each Payment Date in accordance with clause
                     5.1(g) (if any) must be applied in the following order of
                     priority:

                     (i)    first, towards an amount equal to the Principal
                            Shortfall on that Payment Date to be allocated to
                            Principal Cash Balance and invested in Authorised
                            Investments in respect thereof;

                     (ii)   secondly, towards the amount (if any) by which the
                            Required Income Reserve in relation to that Payment
                            Date exceeds the then Income Reserve (after the
                            payments and allocations referred to clauses 5.1(a)
                            to (e) (inclusive)) to be allocated to Income
                            Reserve and invested or retained in Authorised
                            Investments in respect thereof; and

                     (iii)  finally, the balance is to be paid to the Manager
                            towards the balance of outstanding Manager's Fees
                            (not paid or provided for pursuant to clause 5.1(b))
                            on that Payment Date or (if the Payment Date is not
                            a Quarterly Payment Date) towards an amount to be
                            invested in Authorised Investments towards provision
                            for the balance of the Manager's Fees to the extent
                            that they have accrued and are payable on a
                            subsequent Payment Date.

                     To the extent that any Manager's Fees are not paid on a
                     Quarterly Payment Date

                                                                              21

<PAGE>


                     pursuant to this clause 5.3(c), the due date for payment of
                     such Manager's Fees will be deferred until the next
                     Quarterly Payment Date.

5.4         PRINCIPAL CASH BALANCE

            (a)      (ALLOCATION FROM ISSUE PROCEEDS): The Manager must, prior
                     to each Issue Date in respect of any Notes, determine in
                     accordance with clause 5.4(c) and notify in writing to the
                     Issuer Trustee the amount (if any) of the issue proceeds of
                     those Notes to be applied on the relevant Issue Date (after
                     being exchanged for A$ under the Currency Swap in the case
                     of the Class A Notes) towards the Principal Cash Balance.

            (b)      (REQUIRED PRINCIPAL CASH BALANCE): The Manager must, no
                     later than the day 5 Business Days prior to each Payment
                     Date, determine in accordance with clause 5.4(c) the amount
                     of the Required Principal Cash Balance in relation to that
                     Payment Date and notify the Issuer Trustee in writing of
                     such amount (unless there has been no change in the
                     Required Principal Cash Balance since it was last
                     determined by the Manager).

            (c)      (LIMITS ON PRINCIPAL CASH BALANCE): The amounts determined
                     by the Manager pursuant to clauses 5.4(a) and (b) must be
                     such that immediately following the relevant Issue Date or
                     Payment Date (as the case may be):

                     (i)    the Principal Cash Balance does not exceed 2% (or
                            such other percentage as is determined by the
                            Manager and notified in writing to the Issuer
                            Trustee provided that no change to the percentage
                            will be effective until each Current Rating
                            Authority has confirmed that this will not result in
                            a downgrading, withdrawal or qualification of any
                            rating then assigned by it to the Notes) of the then
                            Total Principal Balance; and

                     (ii)   the Principal Cash Balance will not be less than
                            0.25% of the then Total Principal Balance (unless,
                            in the case of clause 5.4(b), there are insufficient
                            funds available to be applied to the Principal Cash
                            Balance pursuant to clause 5.1(i)).

            (d)      (DETERMINING PRINCIPAL CASH BALANCE): The Principal Cash
                     Balance at any time is:

                     (i)    the aggregate of all amounts previously allocated to
                            the Principal Cash Balance from the proceeds of the
                            issue of Notes in accordance with clause 5.4(a) and
                            all amounts allocated to the Principal Cash Balance
                            from Collections pursuant to clauses 5.1(i),
                            5.3(c)(i) and 5.9(a); and

                     (ii)   less the aggregate of all amounts of the Principal
                            Cash Balance previously paid or applied toward
                            liabilities of the PUMA Trust (including amounts
                            applied by way of provision for future liabilities
                            but without double counting where those amounts are
                            subsequently applied to those liabilities) in
                            accordance with clause 5.1 or in accordance with
                            clauses 7 or 8.

                     The Issuer Trustee must keep a record of the amount of the
                     Principal Cash Balance but may mix the Principal Cash
                     Balance with other assets of the PUMA Trust.

            (e)      (APPLICATION OF PRINCIPAL CASH BALANCE): Principal Cash
                     Balance may only be applied in accordance with clauses 5.1,
                     5.2, 7.2 and 8.1.

                                                                              22

<PAGE>


5.5         A$ PRINCIPAL PAYMENTS ON CLASS A NOTES AND A$ CLASS B NOTES

            The Distributable Principal, if any, in relation to each Quarterly
            Payment Date must be applied by the Issuer Trustee on that Quarterly
            Payment Date, upon the direction of the Manager:

            (a)      (LESS THAN TRIGGER LEVEL): if the Subordination Level on
                     the Quarterly Payment Date is less than the Trigger Level,
                     in the following order of priority:

                     (i)        first, in payment to the Currency Swap
                                Provider of the whole of Distributable
                                Principal up to an amount not exceeding the
                                A$ Equivalent of the aggregate of the
                                Principal Balances of the Class A Notes to
                                be applied as the A$ Class A Principal
                                Amount for that Quarterly Payment Date and
                                paid in accordance with the Currency Swap;

                     (ii)       second, the balance of the Distributable
                                Principal, if any, is to be applied in
                                payment (based upon the aggregate Principal
                                Balance of the A$ Class B Notes prior to any
                                repayments of the principal of the A$ Class
                                B Notes on that Quarterly Payment Date) to
                                the A$ Class B Noteholders, pari passu and
                                rateably between themselves, as a repayment
                                of principal on the A$ Class B Notes until
                                the aggregate Principal Balance of the A$
                                Class B Notes has been reduced to zero.

            (b)      (EQUAL TO OR GREATER THAN TRIGGER LEVEL): if the
                     Subordination Level on any Quarterly Payment Date is equal
                     to or greater than the Trigger Level (but subject to the
                     following), in payment rateably (based upon, respectively,
                     the then A$ Equivalent of the aggregate Principal Balances
                     of the Class A Notes and the then aggregate Principal
                     Balances of the A$ Class B Notes prior to any repayments of
                     the principal of the Notes on that Quarterly Payment Date)
                     to:

                     (i)    the Currency Swap Provider of an amount not
                            exceeding the A$ Equivalent of the aggregate
                            Principal Balances of the Class A Notes to be
                            applied as the A$ Class A Principal Amount for that
                            Quarterly Payment Date and paid in accordance with
                            the Currency Swap; and

                     (ii)   the A$ Class B Noteholders, pari passu and rateably
                            between themselves, as a repayment of principal on
                            the A$ Class B Notes until the aggregate Principal
                            Balance of the A$ Class B Notes has been reduced to
                            zero.

                     Provided that, notwithstanding the foregoing, if:

                     (iii)  the PUMA Trust has sustained or incurred (or in the
                            opinion of the Manager based on events or
                            circumstances then subsisting may sustain or incur)
                            a loss or default in relation to the principal
                            amount of any Authorised Investment; and

                     (iv)   in the opinion of the Manager that loss or default
                            will not be or is unlikely to be fully mitigated in
                            a timely manner by the proceeds of any Security
                            Enhancement or by virtue of the allocation of
                            amounts to Principal Cash Balance pursuant to clause
                            5.3(c)(i) or clause 5.9(a),

                     then the Manager must so notify the Issuer Trustee and the
                     whole of the Distributable Principal on that Quarterly
                     Payment Date must be applied in accordance with clause
                     5.5(a).

                                                                              23

<PAGE>


5.6         US$ PAYMENTS

            On each Quarterly Payment Date the Issuer Trustee must apply the US$
            amounts received from the Currency Swap Provider under the Currency
            Swap in accordance with conditions 6.9 and 7.2 of the Note
            Conditions.

5.7         PREPAYMENT AMOUNTS

            The Issuer Trustee must deal with any Prepayment Amounts, and any
            interest and other income earned by the Issuer Trustee on any
            Prepayment Amounts, in accordance with the Transaction Document
            pursuant to which that Prepayment Amount was paid to, or lodged
            with, the Issuer Trustee.

5.8         PRE-FUNDING POOL DISTRIBUTION

            If at the end of the Pre-Funding Period, the balance held in the
            Pre-Funding Pool is equal to or exceeds A$1 million, the Issuer
            Trustee must, at the direction of the Manager, on the next occurring
            Quarterly Payment Date make distributions using the Pre-Funding Pool
            in the following order (determined, in the case of clauses 5.8(a)
            and (b), on the basis that the Pre-Funding Pool is applied prior to
            the application of Collections on that Quarterly Payment Date):

            (a)      (SENIOR REDRAW FACILITY PRINCIPAL): first, to the Redraw
                     Facility Provider towards an amount not exceeding the
                     Senior Redraw Facility Principal in relation to that
                     Quarterly Payment Date to be applied towards repayment of
                     the Redraw Facility Principal outstanding on the Business
                     Day immediately prior to that Quarterly Payment Date;

            (b)      (A$ REDRAW NOTES): secondly, to the A$ Redraw Noteholders,
                     in the order set out in clause 5.1(l), in repayment of the
                     Principal Balance of any A$ Redraw Notes until the
                     Principal Balances of the A$ Redraw Notes are reduced to
                     zero; and

            (c)      (CLASS A NOTES): thirdly, the balance, if any, is to be
                     applied as Distributable Principal in accordance with
                     clause 5.5.

            If at the end of the Pre-Funding Period the balance held in the
            Pre-Funding Pool is less than A$1 million, the Pre-Funding Pool will
            form part of Collections on the first Quarterly Payment Date to be
            applied in accordance with clauses 5.1 and 5.2.

5.9         SUBORDINATED REDRAW FACILITY INTEREST

            The amount available to be applied on a Payment Date in accordance
            with clause 5.1(f) (if any) must be applied in the following order
            of priority:

            (a)      (PRINCIPAL SHORTFALL): first, towards an amount equal to
                     the Principal Shortfall remaining on that Payment Date
                     (after taking into account any amount of Manager's Fees to
                     be applied on that Payment Date towards the Principal
                     Shortfall pursuant to clause 5.3(c)(i)) to be allocated to
                     Principal Cash Balance and invested in Authorised
                     Investments in respect thereof; and

            (b)      (REDRAW FACILITY PROVIDER): secondly, the balance is to be
                     paid to the Redraw Facility Provider towards payment of the
                     balance of any Redraw Facility Interest due on that Payment
                     Date.

                                                                              24

<PAGE>


--------------------------------------------------------------------------------
6.          NET ACCOUNTING INCOME AND NET TAX INCOME

6.1         ALLOCATION OF NET ACCOUNTING INCOME/NET TAX INCOME

            (a)      (UNITHOLDERS PRESENTLY ENTITLED TO INCOME): The Income
                     Unitholder is presently entitled to whichever is the
                     greater of the Net Tax Income and the Net Accounting Income
                     of the PUMA Trust for each Financial Year in accordance
                     with this clause 6 and clause 14.9 of the Trust Deed is
                     varied accordingly.

            (b)      (MANAGER TO ACT OR DIRECT THE ISSUER TRUSTEE): The Manager
                     must act or direct that the Issuer Trustee takes such
                     action as is necessary in each case to ensure (to the
                     extent possible in accordance with this Sub-Fund Notice)
                     that any tax liability in respect of the PUMA Trust in
                     respect of a Financial Year under Division 6 of Part III of
                     the Income Tax Assessment Act 1936 is borne by the Income
                     Unitholder and not by the Issuer Trustee.

6.2         PAYMENT TO INCOME UNITHOLDERS

            To the extent that an amount which the Income Unitholder has a
            present entitlement to under clause 6.1 has not actually been paid
            or applied to the benefit of the Income Unitholder pursuant to
            clause 5.1(h) during that Financial Year or reinvested in the PUMA
            Trust pursuant to clause 14.10 of the Trust Deed during that
            Financial Year, it will constitute an amount payable by the Issuer
            Trustee to the Income Unitholder to be satisfied only from amounts
            otherwise to be paid or applied to the benefit of the Income
            Unitholder in accordance with clause 5.1(h) on the Payment Dates
            following the close of the Financial Year. If in the last Financial
            Year of the PUMA Trust, such amount (if any) in respect of the
            previous Financial Year has not been satisfied from the amount
            otherwise to be paid or applied to the benefit of the Income
            Unitholder in accordance with clause 5.1(h) on prior Payment Dates
            in the last Financial Year, the shortfall, plus any such amount for
            the last Financial Year, will be satisfied in full from, and only
            by, the payment of the funds (if any) by the Issuer Trustee to the
            Income Unitholder pursuant to clause 5.1(h) on the final Payment
            Date in that Financial Year.

6.3         EXCESS DISTRIBUTIONS

            (a)      (DEPOSIT WITH THE INCOME UNITHOLDER): A payment to or
                     application to the benefit of the Income Unitholder
                     pursuant to clause 5.1(h) will be held by the Income
                     Unitholder as a deposit by the Issuer Trustee with the
                     Income Unitholder and will be dealt with in accordance with
                     this clause 6.3.

            (b)      (APPLICATION TOWARDS NET TAX INCOME): At the end of each
                     Financial Year, the Income Unitholder will, and will be
                     entitled to, deduct from so much of the deposit standing to
                     the credit of the Issuer Trustee pursuant to clause 6.3(a),
                     the amount for that Financial Year to which the Income
                     Unitholder is presently entitled. To the extent that there
                     is any surplus in the amount standing to the credit of the
                     deposit over the amount to which the Income Unitholder is
                     presently entitled for a Financial Year, the surplus will
                     be dealt with in accordance with this clause 6.3(b) in the
                     succeeding Financial Year.


--------------------------------------------------------------------------------
7.          ACQUISITION AND DISPOSAL OF APPROVED MORTGAGES

7.1         ESTABLISHMENT OF THE PRE-FUNDING POOL

            The Issuer Trustee, upon the direction of the Manager, must on the
            Closing Date hold a portion of the proceeds of issue of both the
            Class A Notes, after exchange to A$ under the Currency Swap, and the
            A$ Class B Notes issued on the Closing Date, as a pre-funding pool
            and must initially invest such amount in Authorised Investments
            other than Approved Mortgages. The

                                                                              25

<PAGE>


            Pre-Funding Pool may only be utilised to acquire Approved
            Mortgages, together with all Loans, Collateral Securities and
            other rights and entitlements relating thereto, during the
            Pre-Funding Period in accordance with clause 7.2 and, following
            the Pre-Funding Period, must be applied in the manner set out in
            clause 5.8. The Issuer Trustee must keep a record of the amount of
            the Pre-Funding Pool but may mix the Pre-Funding Pool with other
            assets of the PUMA Trust.

7.2         ACQUISITION OF APPROVED MORTGAGES DURING PRE-FUNDING AND
            SUBSTITUTION PERIODS

            The Issuer Trustee, upon the direction of the Manager and subject to
            clause 7.3, may at any time during the Pre-Funding Period or the
            Substitution Period (as the case may be) acquire from another Fund,
            pursuant to clause 6B of the Trust Deed, Approved Mortgages,
            together with all Loans, Collateral Securities and other rights and
            entitlements relating thereto by applying:

            (a)      (CLOSING DATE): any proceeds of the issue of Class A Notes,
                     after exchange to A$ under the Currency Swap, or A$ Class B
                     Notes on the Closing Date;

            (b)      (PRE-FUNDING POOL): at any time during the Pre-Funding
                     Period, amounts held in the Pre-Funding Pool;

            (c)      (PAYMENT DATE): on a Payment Date during the Substitution
                     Period, the funds available for this purpose in accordance
                     with clause 5.1(m);

            (d)      (PRINCIPAL COLLECTIONS AND PRINCIPAL CASH BALANCE): during
                     the Substitution Period, on a day other than a Payment
                     Date, Collections on that day provided that:

                     (i)    the aggregate amount of Collections, other than
                            Principal Cash Balance, so applied on that day must
                            not exceed the then Principal Collections;

                     (ii)   the Manager is of the opinion that the funds applied
                            will not be required, in accordance with clauses 5.1
                            and 5.2, to be applied on the following Payment Date
                            to the liabilities referred to in clauses 5.1(a) to
                            (e) (inclusive); and

                     (iii)  following such application the Principal Cash
                            Balance will not be less than 0.25% of the then
                            Total Principal Balance; or

            (e)      (REDRAW FACILITY ADVANCES): at any time, Redraw Facility
                     Advances to the extent of any Subordinate Funded Further
                     Advance Amount in respect of any such Approved Mortgage.

            After the end of the Pre-Funding Period, the Pre-Funding Pool will
            be distributed in accordance with clause 5.8 and after the end of
            the Substitution Period the Issuer Trustee may no longer acquire
            Approved Mortgages (except in accordance with clause 7.4).

7.3         MATURITY DATE FOR APPROVED MORTGAGES AND FURTHER ADVANCES

            The Manager must not direct the Issuer Trustee:

            (a)      (APPROVED MORTGAGES): to acquire, and the Issuer Trustee
                     must not acquire, an Approved Mortgage pursuant to clause
                     7.2 unless the maturity date in respect of the Approved
                     Mortgage is no later than 1 year prior to the Final
                     Maturity Date.

            (b)      (FURTHER ADVANCE): to make, and the Issuer Trustee must not
                     make, a Further Advance pursuant to clause 8.1 unless
                     following the Further Advance the maturity

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<PAGE>


                     date in respect of the Approved Mortgage will be no later
                     than 1 year prior to the Final Maturity Date.

7.4         SALE OF APPROVED MORTGAGES

            The Issuer Trustee, upon the direction of the Manager, may sell to
            another Fund, pursuant to clause 6B of the Trust Deed, Approved
            Mortgages, together with all Loans, Collateral Securities and other
            rights and entitlements relating thereto:

            (a)      (CONVERSION TO FIXED RATE): if a borrower in respect of the
                     Approved Mortgage wishes to convert a floating rate of
                     interest applying to the Approved Mortgage to a fixed rate
                     of interest and the Manager is unable to arrange an
                     appropriate Hedge Arrangement in relation to that Approved
                     Mortgage upon terms acceptable to the Manager; or

            (b)      (OTHER REQUESTS): if a borrower in respect of an Approved
                     Mortgage requests a variation to the terms of the Approved
                     Mortgage which the Issuer Trustee cannot agree to, in
                     accordance with the Transaction Documents, while the
                     Approved Mortgage is held by the PUMA Trust but which the
                     Issuer Trustee could agree to if the Approved Mortgage was
                     held by another Fund.

            Where an Approved Mortgage (the "SOLD APPROVED MORTGAGE") is
            transferred to another Fund pursuant to clause 7.4(a) the Issuer
            Trustee may, upon the direction of the Manager, acquire a
            replacement Approved Mortgage or Approved Mortgages (which are
            charged interest at a floating rate or which have the benefit of a
            related Hedge Arrangement) from another Fund or Funds, pursuant to
            clause 6B of the Trust Deed, by applying the whole or part of the
            funds received by the Issuer Trustee in relation to the sale of the
            Sold Approved Mortgage.

7.5         NO OBLIGATION

            Nothing in this clause 7 is to be construed as requiring the Manager
            to direct the Issuer Trustee to acquire or sell Approved Mortgages
            and the Manager may elect to so direct or not direct the Issuer
            Trustee in its absolute discretion.


--------------------------------------------------------------------------------
8.          REDRAWS AND FURTHER ADVANCES

8.1         REDRAWS AND NON-SUBORDINATE FUNDED FURTHER ADVANCES

            The Issuer Trustee, upon the direction of the Manager, may at any
            time fund Redraws and, during the Substitution Period only, fund
            Further Advances, (other than Subordinate Funded Further Advances),
            in respect of the Approved Mortgages held by the Issuer Trustee, by
            applying:

            (a)      (PAYMENT DATE): on a Payment Date, the funds available for
                     this purpose in accordance with clause 5.1(k);

            (b)      (PRINCIPAL COLLECTIONS AND PRINCIPAL CASH BALANCE): on a
                     day other than a Payment Date, Collections on that day
                     provided that:

                     (i)    the aggregate amount of Collections, other than
                            Principal Cash Balance, so applied on that day must
                            not exceed the then Principal Collections;

                     (ii)   the Manager is of the opinion that the funds applied
                            will not be required, in accordance with clauses 5.1
                            and 5.2, to be applied on the following Payment Date
                            to the liabilities referred to in clauses 5.1(a) to
                            (e) (inclusive); and

                                                                              27

<PAGE>


                     (iii)  following such application the Principal Cash
                            Balance will not be less than 0.25% of the then
                            Total Principal Balance; or

            (c)      (REDRAW FACILITY AND A$ REDRAW NOTES): in relation to
                     Redraws only, on any day, Redraw Facility Advances or the
                     issue proceeds of A$ Redraw Notes.

8.2         SUBORDINATE FUNDED FURTHER ADVANCES

            The Issuer Trustee, upon the direction of the Manager, may at any
            time:

            (a)      (SUBORDINATE FUNDED FURTHER ADVANCES): make Subordinate
                     Funded Further Advances in respect of Approved Mortgages
                     held by the Issuer Trustee; or

            (b)      (APPROVED MORTGAGES): acquire Approved Mortgages which have
                     a Subordinate Funded Further Advance Amount at the time of
                     their acquisition by the Issuer Trustee,

            provided that Subordinate Funded Further Advances under paragraph
            (a) must only be made or, the acquisition of Approved Mortgages to
            the extent of the Subordinate Funded Further Advance Amount under
            paragraph (b) must only be funded, from the application of Redraw
            Facility Advances.

8.3         NO OBLIGATION

            Nothing in this clause 8 is to be construed as requiring the Manager
            to direct the Issuer Trustee to make Redraws or Further Advances,
            including Subordinate Funded Further Advances, and the Manager may
            elect to so direct or not direct the Issuer Trustee in its absolute
            discretion.


--------------------------------------------------------------------------------
9.          TRANSFER POWER OVER APPROVED MORTGAGES

9.1         NATURE OF TRANSFER POWER

            Pursuant to clause 6B.4 of the Trust Deed, the Issuer Trustee has
            the power (a "TRANSFER POWER") to transfer all, but not some only,
            of the Approved Mortgages held by it as trustee of the PUMA Trust,
            together with all Loans, Collateral Securities and other rights and
            entitlements relating thereto (the "MORTGAGE LOAN RIGHTS"), to one
            or more other Funds (whether presently existing or constituted in
            the future) upon the terms set out under this clause 9.

9.2         TRANSFER POWER

            The Issuer Trustee must exercise the Transfer Power if the Manager
            directs the Issuer Trustee to do so in a written notice received by
            the Issuer Trustee:

            (a)      (ENFORCEMENT OF SECURITY TRUST DEED): within 30 days of the
                     Security Trustee appointing (or the Voting Secured
                     Creditors as contemplated by clause 8.4 of the Security
                     Trust Deed appointing) a Receiver over any Charged
                     Property, or taking possession of any Charged Property,
                     pursuant to the Security Trust Deed (expressions used in
                     this clause have the same meanings as in the Security Trust
                     Deed); or

            (b)      (OPTIONAL REDEMPTION OF NOTES): following a direction by
                     the Manager to the Issuer Trustee to redeem the Notes given
                     in accordance with Condition 7.3 or 7.4 of the Note
                     Conditions if and only if:

                     (i)    following the exercise of the Transfer Power the
                            Issuer Trustee will have sufficient funds to redeem
                            the Notes in accordance with Condition 7.3 or 7.4,
                            as applicable; and


                                                                              28

<PAGE>


                     (ii)   in the case of a direction pursuant to Condition
                            7.4, Class A Noteholders do not have the right to
                            elect that the Notes are not to be redeemed or, if
                            they do have that right, they have not exercised it
                            within the required period.

9.3         BENEFIT OF TRANSFER POWER FOR MORE THAN ONE FUND

            The Manager may, in the notice referred to in clause 9.2, specify
            one or more Funds to which the Mortgage Loan Rights are to be
            transferred (each such Fund being a "PURCHASING FUND") provided that
            if there is more than one Purchasing Fund it must also specify the
            particular Mortgage Loan Rights to be transferred to each such
            Purchasing Fund.

9.4         TIME OF TRANSFER

            The notice referred to in clause 9.2 must specify a date for the
            transfer of the Mortgage Loan Rights (referred to in this clause as
            the "TRANSFER DATE") which:

            (a)      (ENFORCEMENT OF SECURITY TRUST DEED): in the case of clause
                     9.2(a), must be no later than 75 days after the occurrence
                     of the event referred to in clause 9.2(a); and

            (b)      (OPTIONAL REDEMPTION OF NOTES): in the case of clause
                     9.2(b), must be no later than the Quarterly Payment Date
                     upon which the Notes are to be redeemed.

9.5         TRANSFER AND PAYMENT

            If the Issuer Trustee receives a notice from the Manager in
            accordance, and complying, with this clause, then the Issuer Trustee
            must on the applicable Transfer Date complete the transfer of the
            Mortgage Loan Rights from the PUMA Trust to the relevant Purchasing
            Fund or Purchasing Funds, as the case may be, in accordance with the
            procedures and on the terms set out in clause 6B of the Trust Deed.
            For the purposes of clause 6B of the Trust Deed, the PUMA Trust will
            be the Selling Fund and each Purchasing Fund will be an Acquiring
            Fund.


--------------------------------------------------------------------------------
10.         MISCELLANEOUS

10.1        AMENDMENTS TO THIS SUB-FUND NOTICE

            This Sub-Fund Notice may only be amended in accordance with clause
            22 of the Trust Deed. In addition, any amendment to this Sub-Fund
            Notice or the Trust Deed, to the extent that it applies to the PUMA
            Trust, which has the effect of making a Payment Modification (as
            that term is defined in the Note Trust Deed), may be made if, and
            only if, the consent has first been obtained of each Class A
            Noteholder that is affected by that Payment Modification.

10.2        AMENDMENTS TO TRANSACTION DOCUMENTS

            Subject to clause 10.1, the Issuer Trustee and the Manager may agree
            to amend any Transaction Document and may enter into new Transaction
            Documents (without the consent of any Noteholder) provided that each
            Current Rating Authority has advised the Manager that this will not
            result in a reduction, qualification or withdrawal of the rating
            given to the Notes by that Current Rating Authority.

10.3        COLLECTIONS HELD BY MANAGER

            Notwithstanding any provision to the contrary in the Trust Deed, the
            Issuer Trustee and the Manager may from time to time agree that some
            or all of the amounts payable to the Issuer Trustee as trustee of
            the PUMA Trust will be paid to the Manager or a Related Body
            Corporate

                                                                              29

<PAGE>


            of the Manager, in lieu of the Issuer Trustee, provided that the
            Manager must ensure that such amounts are paid into an Account or
            the Combined Account, or are otherwise applied, with the agreement
            of the Issuer Trustee, towards payments in respect of the PUMA
            Trust referred to in clauses 12.4(a) to (c) (inclusive) of the
            Trust Deed, within:

            (a)      (2 BUSINESS DAYS): 2 Business Days of their receipt by the
                     Manager or its Related Body Corporate; or

            (b)      (OTHER PERIOD): such other period as is agreed between the
                     Issuer Trustee and the Manager provided that each Current
                     Rating Authority has confirmed that this will not result in
                     a downgrading, withdrawal or qualification of any rating
                     then assigned by it to the Notes.

10.4        CURRENCY CONVERSION OF CLASS A NOTES - AUTHORISED INVESTMENTS

            For the purposes of paragraph 1(b) of the Second Schedule to the
            Trust Deed, the outstanding principal balance of any Class A Notes
            will be converted to A$ at the A$ Exchange Rate.

10.5        NOTICES TO INVESTORS

            If A$ Notes become the subject of a dedicated page of the Reuters
            System (or other electronic market information system generally used
            in Australian financial markets), all notifications to holders of A$
            Notes under the Trust Deed and this Sub-Fund Notice will be made on
            that dedicated page (instead of any other method of notice). In the
            absence of such an arrangement, notification to the holders of A$
            Notes under this Sub-Fund Notice may be made in any manner permitted
            under the Trust Deed.

10.6        RECORD DATE

            For the purposes of clause 15.5(b) of the Trust Deed, the Register
            for the Sub-Fund will be closed by the Issuer Trustee for the
            purpose of calculating the Noteholder Entitlements in respect of the
            A$ Notes and Unitholder Entitlements in respect of the Sub-Fund on a
            Quarterly Payment Date from the close of business on the day which
            is 3 Banking Days prior to that Quarterly Payment Date and will
            reopen at the commencement of business on the Banking Day
            immediately after that date. Payments in respect of any such
            Noteholder Entitlement or Unitholder Entitlement will be made to the
            Noteholder or Unitholder recorded in the Register as at the time
            that the Register is closed in accordance with this clause.

10.7        RATINGS BY FITCH

            Notwithstanding paragraph 1(a) of the Second Schedule of the Trust
            Deed, an Authorised Investment which is cash may be held on an at
            call basis with a Bank rated at least F1 (rather than F1+) from
            Fitch.

                                                                              30

<PAGE>


EXECUTION

This Sub-Fund Notice is issued on behalf of MACQUARIE SECURITISATION LIMITED ABN
16 003 297 336 as MANAGER on the date set out above by:





.....................................        ....................................
Authorised Signatory                        Authorised Signatory


This Sub-Fund Notice is accepted on behalf of PERPETUAL TRUSTEES AUSTRALIA
LIMITED ABN 86 000 431 827 as ISSUER TRUSTEE on             by:





.....................................        ....................................
Authorised Signatory                        Authorised Signatory