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SUPPLEMENTARY BOND TERMS NOTICE
CLASS A NOTES AND CLASS B NOTES








[FREEHILLS LOGO OMITTED]



MLC Centre Martin Place Sydney New South Wales 2000 Australia
Telephone 61 2 9225 5000  Facsimile 61 2 9322 4000
www.freehills.com  DX 361 Sydney

SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY SINGAPORE
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Scheme, approved under the Professional Standards Act 1994
(NSW)

Reference PJSR:TEL:25E



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TABLE OF CONTENTS

Clause                                                                   Page

1        FUNCTION                                                           1

2        DEFINITIONS AND INTERPRETATION                                     1

         2.1      Definitions                                               1
         2.2      Incorporation of Master Trust Deed Definitions           13
         2.3      Interpretation                                           13
         2.4      Payments                                                 13

3        NOTES                                                             13

         3.1      Conditions of Notes                                      13
         3.2      Issue of Notes                                           14
         3.3      Trustee's covenant to Noteholders and the Note Trustee   14
         3.4      Final redemption                                         15
         3.5      Period during which interest accrues                     15
         3.6      Calculation of interest                                  15
         3.7      Aggregate receipts                                       16
         3.8      Application of Principal Repayment Pool                  16
         3.9      Repayment of Principal                                   17
         3.10     Final Maturity Date                                      17
         3.11     Reduction in Principal balance                           17
         3.12     Cancellation on repayment                                17
         3.13     Payments into US$ Account                                17
         3.14     Payments out of US$ Account                              17
         3.15     Rounding of amounts                                      17
         3.16     Prescription                                             18
         3.17     Replacement of Currency Swap                             18
         3.18     Realised Losses on Mortgages                             19

4        NOTES CALLABLE AT OPTION OF TRUSTEE                               19

         4.1      Call - Class A Notes                                     19
         4.2      Tax event                                                20
         4.3      Call - Class B Notes                                     20

5        CASH-COLLATERAL                                                   21

         5.1      Cash Collateral Account                                  21
         5.2      Initial Cash Collateral and Liquidity Notes              21
         5.3      Investment of Cash Collateral                            21
         5.4      Use of Cash Collateral                                   22
         5.5      Surplus Cash Collateral                                  22

6        DISTRIBUTION OF COLLECTIONS                                       22

         6.1      Distribution of Interest Collections                     22
         6.2      Distribution of Principal Collections                    23
         6.3      Rights of Liquidity Noteholder                           25
         6.4      Funding Loan Redraw Facilities                           25

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         6.5      Payment of Charge Offs                                   25

7        SUBSTITUTION OF MORTGAGES                                         25

         7.1      Purchase of Substitute Mortgages                         25

8        NOTIFICATIONS OF CALCULATIONS ETC.                                26

9        AMENDMENTS TO MASTER TRUST DEED                                   27

10       RATING AGENCY REQUIREMENTS                                        35

         10.1     Designated Rating Agencies                               35
         10.2     Designated Ratings                                       35
         10.3     Minimum Rating Requirements                              35
         10.4     Banks                                                    35
         10.5     Notifications to Designated Rating Agencies              36
         10.6     No other Requirements                                    36
         10.7     Loan Redraw Facilities                                   36

11       THRESHOLD RATE                                                    36

12       BENEFICIARY                                                       37

13       NOTE TRUSTEE                                                      38

         13.1     Capacity                                                 38
         13.2     Exercise of rights                                       38
         13.3     Representation and warranty                              38
         13.4     Payments                                                 38

14       SECURITY TRUST DEED                                               38

15       MISCELLANEOUS                                                     39

         15.1     Banking Day                                              39
         15.2     Provisions of the Master Trust Deed to Apply
                    Other Than as Set Out Herein                           39
         15.3     Limitation of Liability                                  39
         15.4     Aggregate Outstanding Principal Balance of Notes         39
         15.5     Attorney                                                 39

16       PRIVACY                                                           39


SCHEDULE 1                                                                 43



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                         SUPPLEMENTARY BOND TERMS NOTICE
                             SMHL GLOBAL FUND NO. 4

                         CLASS A NOTES AND CLASS B NOTES

TO:      Perpetual Trustees Australia Limited ABN 86 000 431 827 as trustee of
         the SMHL Global Fund No. 4 (TRUSTEE).

FROM:    ME Portfolio Management Limited, ABN 79 005 964 134 (MANAGER).

--------------------------------------------------------------------------------
1        FUNCTION

         This Supplementary Bond Terms Notice:

                  (a)      accompanies a Securitisation Fund Bond Issue
                           Direction dated [##] 2003, as the same may be amended
                           from time to time, in relation to a proposed issue of
                           Notes by the Trustee;

                  (b)      sets out the Supplementary Bond Terms for the classes
                           of Notes named in the Direction as "Class A Notes"
                           and "Class B Notes"; and

                  (c)      shall be entered into the Register by the Trustee
                           pursuant to clause 23.1(f) of the Master Trust Deed.

--------------------------------------------------------------------------------
2        DEFINITIONS AND INTERPRETATION

         2.1      DEFINITIONS

                  In this Supplementary Bond Terms Notice (including clause 1)
                  and in respect of the Securitisation Fund and the Master Trust
                  Deed, unless the context indicates a contrary intention:

                  A$ CLASS A INTEREST AMOUNT means, for any Payment Date in
                  relation to a Confirmation for Class A Notes, the amount in
                  Australian dollars which is calculated:

                  (a)      on a daily basis at the applicable rate set out in
                           that Confirmation (being AUD-BBR-BBSW, as defined in
                           the ISDA Definitions, as at the first day of the
                           Interest Period ending on (but excluding) that
                           Payment Date with a designated maturity of 90 days
                           (or in the case of the first Interest Period, the
                           rate will be determined by linear interpolation
                           calculated by reference to the duration of that first
                           Interest Period) plus the relevant Spread);

                  (b)      on the A$ Equivalent of the aggregate of the Invested
                           Amount of those Class A Notes as at the first day of
                           the Interest Period ending on (but excluding) that
                           Payment Date; and

                  (c)      on the basis of the actual number of days in that
                           Interest Period and a year of 365 days.

                  A$ EQUIVALENT means:

                  (a)      in relation to an amount denominated or to be
                           denominated in US$, the amount converted to (and
                           denominated in) A$ at the A$ Exchange Rate; or


                                                                          PAGE 1
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                  (b)      in relation to an amount denominated in A$, the
                           amount of A$.

                  A$ EXCHANGE RATE means, on any date, the rate of exchange (set
                  as at the commencement of a Currency Swap) applicable under
                  that Currency Swap for the exchange of United States Dollars
                  for Dollars.

                  AUTHORISED SIGNATORY means:

                  (a)      in relation to the Note Trustee, any duly authorised
                           officer of the Note Trustee and any other duly
                           authorised person of the Note Trustee;

                  (b)      in relation to the Principal Paying Agent, any duly
                           authorised officer of the Principal Paying Agent and
                           any other duly authorised person of the Principal
                           Paying Agent; and

                  (c)      in relation to the Calculation Agent, any duly
                           authorised officer of the Calculation Agent and any
                           other duly authorised person of the Calculation
                           Agent.

                  BANK means:

                  (a)      for the purposes of paragraph (a) of the definition
                           of Banking Day and the definition of US$ Account:

                           (1)      a corporation authorised under the Banking
                                    Act 1959 (Cth) to carry on general banking
                                    business in Australia or a corporation
                                    formed or incorporated under any Act of the
                                    Parliament of an Australian Jurisdiction to
                                    carry on the general business of banking;

                           (2)      a person authorised under the Banking Act
                                    1987 (UK) to carry on a deposit taking
                                    business; or

                           (3)      a banking institution or trust company
                                    organised or doing business under the laws
                                    of the United States of America or any of
                                    its states; and

                  (b)      in any other case, a corporation authorised under the
                           Banking Act 1959 (Cth) to carry on general banking
                           business in Australia or a corporation formed or
                           incorporated under an Act of the Parliament of an
                           Australian Jurisdiction to carry on the general
                           business of banking.

                  BANKING DAY means:

                  (a)      in relation to the Note Trust Deed, any Class A Note
                           (including any Condition), and any payment of US$
                           under a Currency Swap and the definition of "Cut-Off"
                           in this clause 2.1, any day, other than a Saturday,
                           Sunday or public holiday, on which Banks are open for
                           business in London, Sydney, Melbourne and New York;

                  (b)      in relation to any Class B Note, any other
                           Transaction Document and any payments of A$, any day,
                           other than a Saturday, Sunday or public holiday, on
                           which Banks are open for business in Sydney and
                           Melbourne.

                  BENCHMARK RATE in relation to an Interest Period means the
                  rate expressed as a percentage per annum calculated by taking
                  the rates appearing on the Reuters Screen page BBSW at
                  approximately 10.10 am Sydney time on (subject to this
                  definition) the first Banking Day of that Interest Period for
                  each Bank so quoting (being no fewer than 5) as being the mean
                  buying and selling rate for a bill of exchange of the type
                  specified for the purpose of quoting on the Reuters Screen

                                                                          PAGE 2
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                  page BBSW and having a tenor closest to the term of that
                  Interest Period, eliminating the highest and lowest mean rates
                  and taking the average of the remaining mean rates and then
                  (if necessary) rounding the resultant figure upwards to 4
                  decimal places. If fewer than 5 Banks quote on the Reuters
                  Screen page BBSW the Benchmark Rate for that Interest Period
                  shall be calculated as above by taking the rates otherwise
                  quoted by 5 Banks or 5 institutions otherwise authorised to
                  quote rates on the Reuters Screen page BBSW at or about 10.10
                  am (Sydney time) for a bill of exchange having a tenor closest
                  to the term of that Interest Period, on application by the
                  Manager for such a bill of the same tenor. If a rate cannot be
                  determined in accordance with the foregoing procedures, then
                  the Benchmark Rate shall mean 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.

                  BENEFICIARY means, in relation to the Fund, ME Portfolio
                  Management Limited.

                  BOND ISSUE DIRECTION means the Securitisation Fund Bond Issue
                  Direction referred to in clause 1(a).

                  BOOK-ENTRY NOTE means a book-entry note issued or to be issued
                  by the Trustee in registered form under clause 3.1 of the Note
                  Trust Deed representing Class A Notes substantially in the
                  form of Schedule 1 to the Note Trust Deed.

                  CALCULATION AGENT has the same meaning as in the Note Trust
                  Deed.

                  CALCULATION PERIOD means in relation to a Payment Date:

                  (a)      in relation to a first Calculation Period:

                           (1)      with respect of the principal under the
                                    Loans secured by Mortgages comprised in
                                    Assets of the Securitisation Fund, the
                                    period from and including the Cut-Off Date
                                    until the close of business on the first
                                    Cut-Off; and

                           (2)      with respect of all other amounts received
                                    or applied by the Trustee, the period from
                                    and including the Closing Date until the
                                    close of business on the first Cut-Off;

                  (b)      in relation to the last Calculation Period, from but
                           excluding the last day of the prior Calculation
                           Period to and including the day on which all amounts
                           due on the Notes are redeemed in full; and

                  (c)      in relation to any other period, each period
                           commencing immediately after one Cut-Off and ending
                           at the next Cut-Off.

                  CARRY OVER CLASS A CHARGE OFFS means, at any Cut-Off, in
                  relation to a Class A Note, the aggregate of Class A Charge
                  Offs in relation to that Class A Note prior to that Cut-Off
                  which have not been reinstated under clauses 6.1(j) or (k).

                  CARRY OVER CLASS B CHARGE OFFS means, at any Cut-Off, in
                  relation to a Class B Note, the aggregate of Class B Charge
                  Offs in relation to that Class B Note prior to that Cut-Off
                  which have not been reinstated under clause 6.1(l).

                  CARRY OVER REDRAW CHARGE OFFS means, at any Cut-Off, in
                  relation to a Redraw Funding Facility, the aggregate Redraw
                  Charge Offs in relation to that Redraw Funding Facility prior
                  to that Cut-Off which have not been reinstated under clauses
                  6.1(j) and (k).

                                                                          PAGE 3
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                  CASH COLLATERAL means, at any time, the balance of the Cash
                  Collateral Account at that time.

                  CASH COLLATERAL ACCOUNT means the ledger account established
                  and maintained by the Manager in accordance with clause 5.

                  CHARGED PROPERTY has the same meaning as in the Security Trust
                  Deed.

                  CLASS includes each class constituted by the Class A Notes and
                  the Class B Notes.

                  CLASS A CHARGE OFFS means, in relation to a Class A Note, the
                  amount of any reduction in the Outstanding Principal Balance
                  of that Note under clause 3.18(b).

                  CLASS A INTEREST means all interest accrued on the Class A
                  Notes in respect of an Interest Period in accordance with
                  clause 3.6.

                  CLASS A NOTE means a Note issued as a Class A Note by the
                  Trustee with the characteristics of a Class A Note under this
                  Supplementary Bond Terms Notice and the Direction and includes
                  any relevant Book-Entry Note (or any part or interest in) and
                  any relevant Definitive Note.

                  CLASS A NOTEHOLDER means a Noteholder of a Class A Note.

                  CLASS A OUTSTANDING PRINCIPAL BALANCE means, in relation to a
                  Class A Note, the Outstanding Principal Balance of the Class A
                  Note.

                  CLASS B CHARGE OFFS means in relation to a Class B Note, the
                  amount of any reduction in the Outstanding Principal Balance
                  of that Note under clause 3.18(a).

                  CLASS B INTEREST means all interest accrued on the Class B
                  Notes in respect of an Interest Period in accordance with
                  clause 3.6.

                  CLASS B NOTE means a Note issued as a Class B Note by the
                  Trustee with the characteristics of a Class B Note under this
                  Supplementary Bond Terms Notice and the Direction.

                  CLASS B NOTEHOLDER means a Noteholder of a Class B Note.

                  CLEARING AGENCY means DTC, an organisation registered as a
                  clearing agency pursuant to Section 17A of the Exchange Act
                  and appointed by the Manager and the Trustee to hold Notes
                  (directly or through a Common Depository).

                  CLOSING DATE means the Bond Issue Date in relation to the
                  Notes and is, in relation to the Securitisation Fund, [##]
                  2003 or such later date as may be agreed between the Trustee
                  and the Manager.

                  COLLECTIONS means, subject to clause 3.15, in relation to each
                  Calculation Period, the aggregate of all moneys received by or
                  on behalf of the Trustee or, in respect of amounts under
                  clause 5.4 and clause 3(b)(1) of the Payment Funding Facility,
                  which are to be applied towards Collections, in respect of the
                  Securitisation Fund during that Calculation Period including:

                  (a)      payments of interest, principal, fees and other
                           amounts under the Loans;

                  (b)      proceeds from the enforcement of the Loans;

                  (c)      amounts received under the Relevant Mortgage
                           Insurance Policies;

                  (d)      amounts recovered from losses on Loans not previously
                           received;

                                                                          PAGE 4
<PAGE>
                  (e)      amounts received from the Mortgage Manager for
                           breaches of representations or undertakings which
                           have not been designated by the Manager as Suspended
                           Moneys;

                  (f)      any interest income received during that Calculation
                           Period in respect of Authorised Investments not being
                           funds credited to the Cash Collateral Account or
                           received under the Payment Funding Facility;

                  (g)      any amounts received on termination of Interest Hedge
                           or Currency Swap following default by the Interest
                           Hedge Provider or the Currency Swap Provider
                           respectively; and

                  (h)      amounts (if any) held as collateral against default
                           under Interest Hedge or Currency Swap following a
                           default by the Interest Hedge Provider or the
                           Currency Swap Provider respectively,

                  but excluding:

                  (a)      receipts (whether of an income nature or, upon sale
                           or maturity, of a capital nature) in respect of
                           Authorised Investments comprised in the Cash
                           Collateral Account;

                  (b)      receipts which the Trustee is obliged to pay to a
                           Relevant Mortgage Insurer under a Relevant Mortgage
                           Insurance Policy;

                  (c)      receipts under any Redraw Funding Facility;

                  (d)      receipts under or arising from any drawing under any
                           Payment Funding Facility;

                  (e)      to the extent that the Interest Hedge Provider has
                           not defaulted under the relevant Interest Hedge,
                           receipts from an Interest Hedge Provider which, as a
                           consequence of a downgrade or withdrawal of the
                           rating of the Interest Hedge Provider by a Designated
                           Rating Agency, have been provided to the Trustee as
                           collateral against default by the Interest Hedge
                           Provider under the relevant Interest Hedge;

                  (f)      to the extent that the Currency Swap Provider has not
                           defaulted under the relevant Currency Swap, receipts
                           from a Currency Swap Provider which, as a consequence
                           of a downgrade or withdrawal of the rating of the
                           Currency Swap Provider by a Designated Rating Agency,
                           have been provided to the Trustee as collateral
                           against default by the Currency Swap Provider under
                           the relevant Currency Swap; and

                  (g)      receipts that have been designated by the Manager as
                           Suspended Moneys.

                  COMMON DEPOSITORY means Cede & Co, as nominee for DTC, or any
                  other common depository for DTC or any Clearing Agency
                  appointed from time to time to hold any Book-Entry Note.

                  CONDITIONS means the Conditions for the Class A Notes in the
                  form set out in schedule 4 to the Note Trust Deed (but, so
                  long as the Class A Notes are represented by Book-Entry Notes,
                  with the deletion of any provisions which are applicable only
                  to the Definitive Notes), as the same may from time to time be
                  modified in accordance with this Supplementary Bond Terms
                  Notice and the Note Trust Deed. Any reference in this
                  Supplementary Bond Terms Notice to a particular numbered
                  Condition shall be construed accordingly.

                                                                          PAGE 5
<PAGE>
                  CONFIRMATION means, in respect of the Currency Swap, any
                  Confirmation (as defined in the Currency Swap).

                  CORPORATIONS ACT means the Corporations Act 2001 (Cth).

                  CSFB means Credit Suisse First Boston Corporation (ABN 17 061
                  700 712)

                  CURRENCY SWAP means, each master agreement dated on or about
                  the date of this Supplementary Bond Terms Notice between the
                  Trustee in its capacity as trustee of the Securitisation Fund,
                  the Manager and the Currency Swap Provider, on the terms of
                  the ISDA Master Agreement (with amendments thereto), each
                  Transaction (as defined in that agreement) entered into in
                  accordance with that agreement under which the Currency Swap
                  Provider agrees to pay certain amounts in US$ to the Trustee
                  or at the Trustee's direction in exchange for certain amounts
                  in A$ or any other Hedge on similar terms which, if entered
                  into, will not result in the downgrading of, or withdrawal of
                  the ratings for, any Notes.

                  CURRENCY SWAP PROVIDER means, initially, National and
                  thereafter any other person who is or becomes a party to a
                  Currency Swap.

                  CUT-OFF means, in relation to a Payment Date, the close of
                  business on the day which is 7 Banking Days before that
                  Payment Date.

                  CUT-OFF DATE means the close of business, [##] 2003.
                  DEFINITIVE NOTE means a note in definitive form (whether
                  bearer or registered) issued or to be issued in respect of any
                  Class A Note under, and in the circumstances specified in,
                  clause 3.3 of the Note Trust Deed, and includes any
                  replacement for a Definitive Note issued under Condition 11.

                  DESIGNATED RATING AGENCY means, Fitch Ratings, S&P or Moody's.

                  DEUTSCHE BANK SECURITIES means Deutsche Bank Securities Inc.

                  DIRECTION means the Securitisation Fund Bond Issue Direction
                  referred to in clause 1(a).

                  DTC means the Depository Trust Company.

                  ENCUMBRANCE means an interest or power:

                  (a)      reserved in or over an interest in any asset
                           including, but not limited to, any retention of
                           title; or

                  (b)      created otherwise arising in or over any interest in
                           any asset under a bill of sale, mortgage, change,
                           lien, pledge, trust or power.

                  by way of, or having similar commercial effect to, security
                  for the payment of a debt, any other monetary obligation or
                  the performance of any other obligation, and includes but is
                  not limited to, any agreement to grant or create any of the
                  above.

                  EXCHANGE ACT means the United States Securities Exchange Act
                  of 1934.

                  FINAL MATURITY DATE means in respect of each Class the earlier
                  of:

                  (a)

                           (1)      for Class A Notes - 1 October 2029; and

                           (2)      for Class B Notes - 1 October 2029,

                                                                          PAGE 6
<PAGE>
                           in each case, the date specified is subject to
                           adjustment in accordance with the Modified Following
                           Business Day Convention; and

                  (b)      the date declared by the Trustee at the direction of
                           the Manager in accordance with clause 4.

                  FITCH RATINGS means Fitch, Inc.

                  HEDGE in relation to the Fund includes any Interest Hedge and
                  the Currency Swap.

                  INITIAL PAYMENT FUNDING FACILITY means the Payment Funding
                  Facility dated on or about the date of this Supplementary Bond
                  Terms Notice.

                  INTEREST means Class A Interest or Class B Interest.

                  INTEREST COLLECTIONS means, in relation to a Calculation
                  Period, all Collections for that Calculation Period other than
                  Principal Collections.

                  INTEREST HEDGE means each master agreement made between the
                  Trustee and the Manager on one hand andNational or any other
                  person on the terms of the ISDA Master Agreement (with
                  amendments thereto), each Transaction (as defined in that
                  agreement) entered into in accordance with that agreement in
                  relation to the interest rate risk arising from a Mortgage
                  under which all or part of the interest payable is fixed.

                  INTEREST HEDGE PROVIDER means in relation to an Interest
                  Hedge, the person who has entered into that Interest Hedge
                  with the Trustee other than the Manager.

                  INTEREST PERIOD means:

                  (a)      in relation to the first Interest Period of a Note,
                           the period commencing on (and including) the Closing
                           Date and ending on (but excluding) the first Payment
                           Date;

                  (b)      in relation to the final Interest Period, the period
                           commencing on (and including) the Payment Date prior
                           to the day on which all amounts due on such Notes are
                           redeemed in full in accordance with the Transaction
                           Documents and ending on (but excluding) such day; but
                           if the Outstanding Principal Balance of any Note on
                           the due date for redemption is not zero and payment
                           of principal due is improperly withheld or refused,
                           the final Interest Period ends on the day on which:

                           (1)      the monies in respect of that Note have been
                                    received by the Note Trustee or the
                                    Principal Paying Agent and notice to that
                                    effect has been given in accordance with the
                                    relevant Condition; or

                           (2)      the Outstanding Principal Balance of that
                                    Note has been reduced to zero provided that
                                    interest will thereafter begin to accrue
                                    from (and including) any date on which the
                                    Invested Amount of the Notes becomes greater
                                    than zero; and

                  (c)      in relation to each other Interest Period, each
                           period commencing on (and including) a Payment Date
                           and ending on (but excluding) the next Payment Date.

                  INTEREST RATE means, in relation to:

                  (a)      a Class A Note and an Interest Period, LIBOR in
                           relation to that Interest Period;


                                                                          PAGE 7
<PAGE>

                  (b)      Class B Note and an Interest Period, the Benchmark
                           Rate for that Interest Period,

                  plus, in all cases, the relevant Margin for the relevant Note.

                  INVESTED AMOUNT means at any time in relation to a Note, an
                  amount equal to:

                  (a)      the Original Principal Balance of the Note; minus

                  (b)      all repayments of principal made in relation to the
                           Note.

                  ISDA means the International Swaps and Derivatives
                  Association, Inc. (formerly the International Swaps Dealers
                  Association Inc).

                  ISDA DEFINITIONS means the 2000 Definitions published by ISDA
                  as amended from time to time.

                  ISDA MASTER AGREEMENT means the June 1992 Multicurrency-Cross
                  border edition of the Master Agreement published by ISDA, any
                  schedule forming part of that Agreement and the relevant
                  addenda to it.

                  LEAD MANAGER means collectively, CSFB and Deutsche Bank
                  Securities.

                  LIBOR means, in relation to any Interest Period, the rate of
                  interest determined by the Calculation Agent as follows:

                  (a)      on the second Banking Day before the beginning of
                           each Interest Period (each an INTEREST DETERMINATION
                           DATE), the rate "USD-LIBOR-BBA" as the applicable
                           Floating Rate Option under the ISDA Definitions being
                           the rate applicable to any Interest Period for
                           three-month (or in the case of the first Interest
                           Period, the rate will be determined by linear
                           interpolation calculated by reference to the duration
                           of that first Interest Period) deposits in United
                           States Dollars which appears on the Telerate Page
                           3750 as of 11.00 am, London time, determined on the
                           Interest Determination Date by the Calculation Agent;

                  (b)      if such rate does not appear on the Telerate Page
                           3750, the rate for that Interest Period will be
                           determined as if the Trustee and the Calculation
                           Agent had specified "USD-LIBOR-Reference Banks" as
                           the applicable Floating Rate Option under the ISDA
                           Definitions. "USD-LIBOR-Reference Banks" means that
                           the rate for an Interest Period will be determined on
                           the basis of the rates at which deposits in US
                           Dollars are offered by the Reference Banks (being
                           four major banks in the London interbank market
                           agreed to by the Calculation Agent and the Currency
                           Swap Provider) at approximately 11.00 am, London
                           time, on the Interest Determination Date to prime
                           banks in the London interbank market for a period of
                           three months (or in the case of the first Interest
                           Period, the rate will be determined by linear
                           interpolation calculated by reference to the duration
                           of that first Interest Period) commencing on the
                           first day of the Interest Period and in a
                           Representative Amount (as defined in the ISDA
                           Definitions). The Calculation Agent will request the
                           principal London office of each of the Reference
                           Banks to provide a quotation of its rate. If at least
                           two such quotations are provided, the rate for that
                           Interest Period will be the arithmetic mean of the
                           quotations. If fewer than two quotations are provided
                           as requested, the rate for that Interest Period will
                           be the arithmetic mean of the rates quoted by not
                           less than two major banks in New York City, selected
                           by the Calculation Agent and the Currency Swap

                                                                          PAGE 8
<PAGE>

                           Provider, at approximately 11.00 am, New York City
                           time, on that Interest Determination Date for loans
                           in US Dollars to leading European banks for a period
                           of three months (or in the case of the first Interest
                           Period, the rate will be determined by linear
                           interpolation calculated by reference to the duration
                           of that first Interest Period) commencing on the
                           first day of the Interest Period and in a
                           Representative Amount;

                  (c)      if no such rates are available in New York City, then
                           the rate for such Interest Period will be the most
                           recently determined rate in accordance with this
                           paragraph.

                  In this definition of LIBOR, Banking Day means any day on
                  which commercial banks are open for business (including
                  dealings in foreign exchange and foreign currency deposits) in
                  London and New York City.

                  LIQUIDITY NOTEHOLDER means initially, P.T. Limited and
                  subsequently each person who is from time to time the holder
                  of a Liquidity Note.

                  LIQUIDITY NOTES means the liquidity notes issued by the
                  Trustee to the Liquidity Noteholder in accordance with clauses
                  5.2(1) and (2).

                  LOAN REDRAW FACILITY means, in relation to a Loan, any
                  facility under which a Mortgagor may apply to redraw amounts
                  under the Loan where the actual outstanding principal balance
                  under the Loan is less than the scheduled principal balance of
                  the Loan.

                  MANAGER means ME Portfolio Management Limited.

                  MARGIN means in respect of each Class:

                  (a)      in respect of the Notes, up to but excluding [##],
                           the following percentage in respect of each Class:

                           (1)      Class A Notes [##]% per annum; and

                           (2)      Class B Notes [##]%per annum; and

                  (b)      from and including [##] the percentage per annum
                           referred to in paragraph (a) plus the following
                           percentage in respect of each Class:

                           (1)      Class A Notes [##]% per annum; and

                           (2)      Class B Notes [##]% per annum.

                  MASTER TRUST DEED means the Master Trust Deed dated 4 July
                  1994 made between the Trustee and the Manager and providing
                  for the establishment of a series of separate trusts known
                  collectively as the Superannuation Members' Home Loans Trusts,
                  as amended from time to time.

                  MODIFIED FOLLOWING BUSINESS DAY CONVENTION has the meaning
                  given to it in the ISDA Definitions.

                  MORTGAGE TRANSFER PROPOSAL means a mortgage transfer proposal
                  as that term is defined in the Master Trust Deed with such
                  amendment as may be necessary to give effect to clause 7 of
                  this deed.

                  NATIONAL means the National Australia Bank Limited (ABN 12 004
                  044 937).

                  NOTE means a Bond being a Class A Note or a Class B Note
                  referred to in this Supplementary Bond Terms Notice, and
                  includes the Conditions relating to a Class A Note.

                                                                          PAGE 9
<PAGE>
                  NOTEHOLDER means, at any time, the person who:

                  (a)      in relation to a Class B Note, is registered as the
                           holder of that Note at that time;

                  (b)      in relation to a Definitive Note, is the registered
                           holder of that Note (in the case of registered
                           Definitive Note) or bearer of that Note (in the case
                           of bearer Definitive Notes) at that time; or

                  (c)      in relation to a Note which is represented by a
                           Book-Entry Note, unless the context requires
                           otherwise, is noted on the register maintained under
                           the Note Trust Deed as a noteholder.

                  The words holder and holders shall (where appropriate) be
                  construed accordingly.

                  NOTE REGISTER means the register kept by the Note Registrar to
                  provide for the registration and transfer of Class A Notes
                  under the Note Trust Deed.

                  NOTE REGISTRAR means The Bank of New York or any successor
                  note registrar approved in writing by the Note Trustee and
                  appointed under the Note Trust Deed.

                  NOTE TRUST DEED means the deed so entitled dated on or about
                  the date of this Supplementary Bond Terms Notice between The
                  Bank of New York as Note Trustee, Principal Paying Agent,
                  Calculation Agent and Note Registrar, the Trustee, the Manager
                  and the Security Trustee.

                  NOTE TRUSTEE means The Bank of New York or any successor note
                  trustee appointed under the Note Trust Deed.

                  ORIGINAL PRINCIPAL BALANCE means in relation to a Note, the
                  initial Face Value of that Note.

                  OUTSTANDING PRINCIPAL BALANCE means:

                  (a)      at any time in relation to a Note, an amount equal
                           to:

                           (1)      the Original Principal Balance of the Note;
                                    minus

                           (2)      all repayments of principal made in relation
                                    to that Note (other than amounts applied
                                    under clauses 6.1(j), (k) or (l)); minus

                           (3)      the Carry Over Class A Charge Offs or the
                                    Carry Over Class B Charge Offs (if any and
                                    as the case requires) for the Note; plus

                           (4)      the amount to be applied, or available to be
                                    applied, under clauses 6.1(j), 6.1(k) or
                                    6.1(l) (if any and as the case requires) in
                                    reinstating the Outstanding Principal
                                    Balance of the Note; and

                  (b)      at any time in relation to a Loan, the then
                           outstanding principal under the Loan secured by the
                           Mortgage.

                  PAYMENT DATE means:

                  (a)      in respect of Class A Notes, the first day of each
                           July, October, January and April (New York time)
                           after the Closing Date;

                  (b)      in respect of Class B Notes, the first day of each
                           July, October, January and April after the Closing
                           Date,

                  with the first Payment Date being 1 July 2003 and the last
                  Payment Date being the Final Maturity Date, but, in each case
                  if that day is not a Banking Day, the

                                                                         PAGE 10
<PAGE>

                  Payment Date shall be adjusted in accordance with the Modified
                  Following Business Day Convention.

                  PAYMENT FUNDING FACILITY means any facility provided to the
                  Trustee to enable the Trustee to support or fund payments
                  required or to be made by the Trustee in respect of any
                  Enhancement or Interest Hedge or as otherwise provided in that
                  facility and in a form approved by each Designated Rating
                  Agency.

                  PRINCIPAL COLLECTIONS means, in relation to a Calculation
                  Period, the amount equal to the excess of the aggregate Unpaid
                  Balance of the Loans secured by the Mortgages comprised in the
                  Assets of the Fund as of the first day of that Calculation
                  Period over the aggregate Unpaid Balance of the Loans secured
                  by the Mortgages comprised in the Assets of the Fund as of the
                  last day of that Calculation Period, plus in the case of the
                  first Calculation Period only, an amount equal to:

                  (a)      the aggregate Original Principal Balance of the Class
                           A Notes and Class B Notes; minus

                  (b)      the aggregate Unpaid Balance of the Loans secured by
                           the Mortgages comprised in the Assets of the Fund as
                           at the Bond Issue Date.

                  PRINCIPAL ENTITLEMENT in relation to a Note for a Payment Date
                  means the principal amount payable in respect of that Note on
                  that Payment Date pursuant to clause 3.9.

                  PRINCIPAL PAYING AGENT means The Bank of New York or any
                  successor as Principal Paying Agent under the Note Trust Deed.

                  PRINCIPAL REPAYMENT POOL means, on any Payment Date the amount
                  required to be paid, and available for payment to, Noteholders
                  in accordance with clause 6.2.

                  REALISED LOSS means with respect to a Loan secured by the
                  Mortgages comprised in the Assets of the Fund:

                  (a)      the Outstanding Principal Balance of such Loan; minus

                  (b)      the total amount recovered and recoverable under the
                           Relevant Mortgage Insurance Policy; plus

                  (c)      any damages or other amounts payable under or in
                           respect of the Master Trust Deed, this Supplementary
                           Bond Terms Notice or the Mortgage Origination and
                           Management Agreement relating to such Loan.

                  REDRAW CHARGE OFF means, in relation to a Redraw Funding
                  Facility, the amount of reduction of the Redraw Principal
                  Outstanding under clause 3.18(b).

                  REDRAW FUNDING FACILITY means any facility provided to the
                  Trustee to enable the Trustee to fund payments under a Loan
                  Redraw Facility.

                  REDRAW PRINCIPAL OUTSTANDING means at any time in respect of a
                  Redraw Funding Facility, an amount equal to:

                  (a)      all principal drawings under the Redraw Funding
                           Facility which have been used to fund a payment of
                           principal under a Loan Redraw Facility; minus

                  (b)      all repayments of principal in respect of such
                           principal drawing; minus

                  (c)      the Carry Over Redraw Charge Offs for the Redraw
                           Funding Facility; plus


                                                                         PAGE 11
<PAGE>

                  (d)      the amount to be applied or available to be applied
                           under clause 6.1(j) and (m) in repaying the Redraw
                           Principal Outstanding under the Redraw Funding
                           Facility.

                  RELEVANT MORTGAGE INSURANCE POLICY means a Mortgage Insurance
                  Policy issued to or held by the Trustee (in whole or in part)
                  as trustee of the Securitisation Fund, or which covers
                  Mortgages comprised in the Assets of the Securitisation Fund.

                  RELEVANT MORTGAGE INSURER means a Mortgage Insurer under a
                  Relevant Mortgage Insurance Policy.

                  REQUIRED CASH COLLATERAL means, on a Payment Date, an amount
                  equal to the higher of:

                  (a)     [0.25]% of the aggregate Outstanding Principal Balance
                          of the Loans secured by the Mortgages or such other
                          amount as the Manager and the Designated Rating
                          Agencies agree from time to time; and

                  (b)     [0.03]% of the Total Original Principal Balance of the
                          Notes or such other amount as the Manager and the
                          Designated Rating Agencies agree from time to time,

                  in each case disregarding payments and allocation of Realised
                  Losses in respect of the Outstanding Principal Balance to be
                  made on that Payment Date in accordance with clauses 3 and 6.

                  SECURITISATION FUND or FUND means the Securitisation Fund
                  established under the Master Trust Deed known as SMHL Global
                  Fund No. 4.

                  SECURITY TRUST DEED means the deed so entitled dated on or
                  about the date of this Supplementary Bond Terms Notice between
                  the Trustee, the Manager, the Note Trustee and the Security
                  Trustee.

                  SPREAD has the meaning given in the Currency Swap in respect
                  of payments by the Trustee under the Currency Swap.

                  SUBSTITUTE MORTGAGES means any Mortgages purchased by the
                  Trustee pursuant to clause 7.1(c).

                  SURPLUS CASH COLLATERAL means, on any Payment Date, the amount
                  by which the Cash Collateral exceeds the Required Cash
                  Collateral.

                  SUSPENDED MONEYS has the meaning given to it in clause 7.1(b).

                  SWAP PROVIDER means, in relation to a Hedge, the counterparty
                  which enters into that arrangement with the Trustee (other
                  than the Manager).

                  TOTAL ORIGINAL PRINCIPAL BALANCE means, as the context
                  requires, the aggregate Original Principal Balance of all
                  Notes or a Class of Notes.

                  TOTAL OUTSTANDING PRINCIPAL BALANCE means, at any time, the
                  aggregate Outstanding Principal Balance at that time of all
                  Notes or a Class of Notes.

                  TRANSACTION has the meaning given to it under the relevant
                  ISDA Master Agreement.

                  TRANSACTION DOCUMENT means each Transaction Document (as
                  defined in the Master Trust Deed) to the extent that it
                  relates to the Securitisation Fund or the Notes.


                                                                         PAGE 12
<PAGE>

                  TRANSFER DATE has the meaning given to it in clause 10.9 of
                  the Master Trust Deed.

                  TRUSTEE means Perpetual Trustees Australia Limited, in its
                  capacity as trustee of the Securitisation Fund.

                  UNITED STATES DOLLARS, USD and US$ means the currency of the
                  United States of America.

                  UNPAID BALANCE means, at any time, an amount equal to:

                  (a)      the aggregate initial Outstanding Principal Balance
                           of Loans secured by Mortgages comprised in Assets of
                           the Securitisation Fund; minus

                  (b)      all repayments of principal in respect of such Loans
                           which have not been redrawn.

                  US$ ACCOUNT means, in relation to the Fund, the US$ account of
                  the Principal Paying Agent for the Fund or any other account
                  opened and maintained outside Australia, of the Principal
                  Paying Agent for the Fund so long as the Principal Paying
                  Agent is a Bank which complies with clause 10.4(a).

                  US$ EXCHANGE RATE means, on any date, the rate of exchange
                  (set as at the commencement of the Currency Swap) applicable
                  under the Currency Swap for the exchange of Dollars for United
                  States Dollars.

         2.2      INCORPORATION OF MASTER TRUST DEED DEFINITIONS

                  Subject to clause 2.1, each expression used herein that is
                  defined in the Master Trust Deed and is not defined herein
                  shall have the same meaning herein as in the Master Trust
                  Deed.

         2.3      INTERPRETATION

                  The provisions of clause 1.2 of the Master Trust Deed shall be
                  incorporated, mutatis mutandis, into this Supplementary Bond
                  Terms Notice.

         2.4      PAYMENTS

                  All payments of principal and interest:

                  (a)      on the Class A Notes must be in United States
                           Dollars; and

                  (b)      on the Class B Notes must be in Dollars.


--------------------------------------------------------------------------------
3        NOTES

         3.1      CONDITIONS OF NOTES

                  (a)      The conditions of the Class A Notes will be as set
                           out in the Master Trust Deed as supplemented and
                           amended by this Supplementary Bond Terms Notice, the
                           Conditions and the Note Trust Deed.

                  (b)      The conditions of the Class B Notes will be as set
                           out in the Master Trust Deed, as supplemented and
                           amended by this Supplementary Bond Terms Notice.


                                                                         PAGE 13
<PAGE>
         3.2      ISSUE OF NOTES

                  (a)      Class A Notes must be issued in amounts, or on terms,
                           such that their offer for subscription and their
                           issue will comply with the Note Trust Deed and
                           otherwise in a way that does not require disclosure
                           to investors under Part 6D.2 of the Corporations Act,
                           and will comply with:

                           (1)      the Financial Services and Markets Act 2000
                                    (UK) and all regulations made under or in
                                    relation to that Act and the Public Offers
                                    of Securities Regulations 1995, as amended;
                                    and

                           (2)      the United States Securities Act of 1933,
                                    the Exchange Act, all regulations made under
                                    or in relation to them, and all other laws
                                    or regulations of any jurisdiction of the
                                    United States of America regulating the
                                    offer or issue of, or subscription for,
                                    Class A Notes.

                  (b)      Class B Notes must be issued in minimum parcels or
                           subscriptions which have an aggregate Original
                           Principal Balance of A$500,000, (disregarding any
                           amount payable to the extent to which it is to be
                           paid out of money lent by the person offering the
                           Notes or an associate (as defined in Division 2 of
                           Part 1.2 of the Corporations Act)) or otherwise in a
                           way that does not require disclosure to investors
                           under Part 6D.2 of the Corporations Act, and will
                           comply with the Financial Services and Markets Act
                           2000 (UK) and all regulations made under or in
                           relation to that Act and the Public Offers of
                           Securities Regulations 1995, as amended.

                  (c)      No Class B Note has been or will be registered under
                           the United States Securities Act of 1933 as amended
                           (the "Securities Act") and the Class B Notes may not
                           be offered or sold within the United States or to, or
                           for the account of benefit of, US persons except in
                           accordance with Regulation S under the Securities Act
                           or pursuant to an exemption from the registration
                           requirements of the Securities Act. Terms used in
                           this paragraph have the meanings given to them by
                           Regulation S of the Securities Act.

         3.3      TRUSTEE'S COVENANT TO NOTEHOLDERS AND THE NOTE TRUSTEE

                  Subject to the terms of the Master Trust Deed and this
                  Supplementary Bond Terms Notice, the Trustee:

                  (a)      acknowledges its indebtedness in respect of the
                           Invested Amount of each Note and interest thereon;

                  (b)      covenants for the benefit of each Noteholder and the
                           Note Trustee that it will (subject to receiving any
                           directions required under and given in accordance
                           with the Transaction Documents):

                           (1)      make all payments on or in respect of the
                                    Notes held by that Noteholder on the
                                    applicable Payment Date;

                           (2)      comply with the terms of this Supplementary
                                    Bond Terms Notice and the Transaction
                                    Documents to which it is a party; and

                           (3)      pay the Outstanding Principal Balance in
                                    relation to the Notes held by that
                                    Noteholder on the Final Maturity Date and
                                    accrued and unpaid interest on the Invested
                                    Amount.


                                                                         PAGE 14
<PAGE>

         3.4      FINAL REDEMPTION

                  Each Note must be finally redeemed, and the obligations of the
                  Trustee with respect to the payment of the Outstanding
                  Principal Balance of that Note must be finally discharged, on
                  the first to occur of:

                  (a)      the date upon which the Invested Amount of that Note
                           is reduced to zero;

                  (b)      the date upon which the Note is redeemed under clause
                           4;

                  (c)      the date upon which the relevant Noteholder renounces
                           in writing all of its rights to any amounts payable
                           under or in respect of that Note;

                  (d)      the date on which all amounts received by the Note
                           Trustee with respect to the enforcement of the
                           Security Trust Deed are paid to the Principal Paying
                           Agent and all amounts payable to the Class B
                           Noteholders with respect to the enforcement of the
                           Security Trust Deed are paid to the Class B
                           Noteholders;

                  (e)      the Payment Date immediately following the date on
                           which the Trustee completes a sale and realisation of
                           all Assets of the Fund in accordance with the Master
                           Trust Deed and this Supplementary Bond Terms Notice;
                           and

                  (f)      the Final Maturity Date.

         3.5      PERIOD DURING WHICH INTEREST ACCRUES

                  Each Note bears interest calculated and payable in arrears in
                  accordance with this Supplementary Bond Terms Notice from the
                  Closing Date to the date upon which that Note is finally
                  redeemed under clause 3.4.

         3.6      CALCULATION OF INTEREST

                  (a)      Subject to clause 3.6(b), interest payable on each
                           Note in respect of each Interest Period is calculated
                           as the product of:

                           (1)      on a daily basis at the applicable Interest
                                    Rate;

                           (2)      on the Invested Amount of that Note as at
                                    the first day of that Interest Period, after
                                    giving effect to any payments of principal
                                    made with respect to such Note on such day;
                                    and

                           (3)      a fraction, the numerator of which is the
                                    actual number of days in that Interest
                                    Period and the denominator of which is 365
                                    days (in the case of Class B Notes) or 360
                                    days (in the case of Class A Notes).

                  (b)      No interest will accrue on any Note for the period
                           from and including:

                           (1)      the date on which the Outstanding Principal
                                    Balance of that Note is reduced to zero
                                    (provided that interest shall thereafter
                                    begin to accrue from (and including) any
                                    date on which the Outstanding Principal
                                    Balance of that Note becomes greater than
                                    zero); or

                           (2)      if the Outstanding Principal Balance of the
                                    Note on the due date for redemption in full
                                    of the Note is not zero, unless payment of
                                    principal due is improperly withheld or
                                    refused, following which the Note will
                                    continue to earn interest on the Invested
                                    Amount of

                                                                         PAGE 15
<PAGE>
                                    the Note at the rate from time to time
                                    applicable to the Note until the later of:

                                    (A)      the date on which the moneys in
                                             respect of that Note have been
                                             received by the Note Trustee or the
                                             Principal Paying Agent and notice
                                             to that effect is given in
                                             accordance with the relevant
                                             Conditions; or

                                    (B)      the date on which the Outstanding
                                             Principal Balance of that Note has
                                             been reduced to zero (provided that
                                             interest shall thereafter begin to
                                             accrue from (and including) any
                                             date on which the Outstanding
                                             Principal Balance of that Note
                                             becomes greater than zero).

                           (c)      If Interest is not paid in respect of a Note
                                    on the date when due and payable (other than
                                    because the due date is not a Banking Day)
                                    that unpaid Interest will itself bear
                                    interest at the Interest Rate applicable
                                    from time to time on that Note until the
                                    unpaid Interest, and interest on it, is
                                    available for payment and:

                                    (1)      in the case of the Class A Notes,
                                             notice of that availability has
                                             been duly given in accordance with
                                             Condition 12; or

                                    (2)      in the case of the Class B Notes,
                                             there is full satisfaction of those
                                             amounts, to be determined in
                                             accordance with the Master Trust
                                             Deed (as amended in accordance with
                                             this Supplementary Bond Terms
                                             Notice).

         3.7      AGGREGATE RECEIPTS

                  (a)      Notwithstanding anything in clause 6.2, no Noteholder
                           will be entitled to receive aggregate principal under
                           any Note at any time in excess of the Invested Amount
                           for that Note at that time.

                  (b)      The Trustee, the Manager, the Note Trustee, the
                           Security Trustee and the Paying Agents may treat the
                           Noteholder as the absolute owner of that Note
                           (whether or not that Note is overdue and despite any
                           notation or notice to the contrary or writing on it
                           or any notice of previous loss or theft of it or of
                           trust or other interest in it) for the purpose of
                           making payment and for all other purposes.

         3.8      APPLICATION OF PRINCIPAL REPAYMENT POOL

                  At all times prior to the making by the Security Trustee of a
                  declaration in accordance with the Security Trust Deed that
                  the charge created by the Security Trust Deed is immediately
                  enforceable, the Principal Repayment Pool in relation to a
                  Payment Date must be applied in or towards the repayment of
                  principal on the Notes on that Payment Date in accordance with
                  this clause 3 and clause 6 or the purchase of Substitute
                  Mortgages in accordance with clause 7. Upon and after the
                  making of such a declaration, the Notes will rank, and
                  payments will be made in respect of the Notes, in accordance
                  with the provisions of the Security Trust Deed and, in the
                  case of the Class A Notes, the Note Trust Deed.


                                                                         PAGE 16
<PAGE>

         3.9      REPAYMENT OF PRINCIPAL

                  On each Payment Date, the Principal Repayment Pool must,
                  subject to this clause 3 and clauses 6 and 7, be applied in or
                  towards making repayments of principal on the Notes in
                  accordance with clause 6 until the Invested Amount for each
                  Note is reduced to zero.

         3.10     FINAL MATURITY DATE

                  The Outstanding Principal Balance of each Note must be repaid
                  in full on the Final Maturity Date.

         3.11     REDUCTION IN PRINCIPAL BALANCE

                  Each payment of principal in respect of a Note under this
                  clause 3 reduces the Invested Amount of that Note by the
                  amount of that payment. The Trustee has no obligation to make
                  any payment of principal under this clause 3 in respect of a
                  Note in excess of the Invested Amount of that Note immediately
                  prior to that payment being made.

         3.12     CANCELLATION ON REPAYMENT

                  Upon the reduction of the Invested Amount of a Note to zero by
                  repayment of principal in accordance with this clause 3 and
                  payment of all the Interest Amounts (and other interest
                  payments) in relation to that Note, that Note is cancelled.

         3.13     PAYMENTS INTO US$ ACCOUNT

                  (a)      The Trustee must direct the Currency Swap Provider to
                           pay all amounts denominated in US$ payable to the
                           Trustee by the Currency Swap Provider under the
                           Currency Swap into the US$ Account or to the
                           Principal Paying Agent under the Note Trust Deed on
                           behalf of the Trustee.

                  (b)      If the Trustee or the Manager receives any amount
                           denominated in US$ from the Currency Swap Provider
                           under the Currency Swap they must promptly pay that
                           amount to the credit of the US$ Account or to the
                           Principal Paying Agent.

         3.14     PAYMENTS OUT OF US$ ACCOUNT

                  On each Payment Date, the Trustee must, on the direction of
                  the Manager, or must require that the Principal Paying Agent
                  on its behalf, distribute from the US$ Account the relevant
                  amounts of principal and interest due in respect of each Class
                  A Notes in accordance with the Note Trust Deed and in the
                  order of priority in clauses 6.1 and 6.2.

         3.15     ROUNDING OF AMOUNTS

                  In making the calculations required or contemplated by this
                  clause 3, the Manager shall round calculations to four decimal
                  places, except that all monetary amounts shall be rounded down
                  to the nearest cent or as otherwise required in this
                  Supplementary Bond Terms Notice.


                                                                         PAGE 17
<PAGE>

         3.16     PRESCRIPTION

                  Despite any other provision of this Supplementary Bond Terms
                  Notice and the Master Trust Deed, Condition 8 of the Class A
                  Notes applies to all amounts payable in relation to any Class
                  A Note.

         3.17     REPLACEMENT OF CURRENCY SWAP

                  (a)      If the Currency Swap is terminated, the Trustee must
                           at the direction of the Manager enter into one or
                           more currency swaps which replace the Currency Swap
                           (collectively a Replacement Currency Swap) but only
                           on the condition:

                           (1)      that the amount determined under section
                                    6(e) of the ISDA Master Agreement for the
                                    Currency Swap ("Currency Swap Termination
                                    Amount"), if any, which is payable by the
                                    Trustee to the Currency Swap Provider on
                                    termination of the Currency Swap will be
                                    paid in full when due in accordance with
                                    this Supplementary Bond Terms Notice and the
                                    Currency Swap;

                           (2)      the ratings assigned to the Notes are not
                                    adversely affected, which must be confirmed
                                    in writing by each Designated Rating Agency;

                           (3)      the liability of the Trustee under that
                                    Replacement Currency Swap is limited to at
                                    least the same extent that its liability is
                                    limited under the Currency Swap; and

                           (4)      the terms of the Replacement Currency Swap
                                    are acceptable to the Trustee acting
                                    reasonably and taking into account the
                                    interests of the Noteholders.

                  (b)      If the condition in clause (a) is satisfied, the
                           Trustee must at the direction of the Manager enter
                           into the Replacement Currency Swap and if it does so
                           it must direct the provider of the Replacement
                           Currency Swap to pay any upfront premium to enter
                           into the Replacement Currency Swap due to the Trustee
                           directly to the Currency Swap Provider in
                           satisfaction of and to the extent of the Trustee's
                           obligation to pay the Currency Swap Termination
                           Amount to the Currency Swap Provider as referred to
                           in clause (a). If the Currency Swap Termination
                           Amount (if any) is payable by the Currency Swap
                           Provider to the Trustee, the Trustee shall direct the
                           Currency Swap Provider to pay such amount directly to
                           the Replacement Currency Swap Provider in
                           satisfaction and to the extent of any upfront premium
                           to enter into the Replacement Currency Swap. Where
                           the upfront premium payable upon entry into the
                           Replacement Currency Swap is:

                           (1)      payable by the Trustee to the Replacement
                                    Swap Provider, then the:

                                    (A)      excess of the Currency Swap
                                             Termination Amount over the upfront
                                             premium will be included as Income
                                             Collection for the relevant
                                             Calculation Period; and

                                    (B)      excess of the upfront premium
                                             payable over the Currency Swap
                                             Termination Amount will be
                                             satisfied by the Trustee as an
                                             Expense; and


                                                                         PAGE 18
<PAGE>

                           (2)      payable by the Replacement Swap Provider to
                                    the Trustee, then the:

                                    (A)      excess of the Currency Swap
                                             Termination Amount over the upfront
                                             premium will be satisfied by the
                                             Trustee as an Expense; and

                                    (B)      excess of the upfront premium over
                                             the Currency Swap Termination
                                             Amount will be included as Income
                                             Collection for the relevant
                                             Calculation Period.

         3.18     REALISED LOSSES ON MORTGAGES

                  On each Payment Date on which the Manager determines that the
                  aggregate amount of Realised Losses for the related
                  Calculation Period exceeds funds available on such Payment
                  Date to reimburse such Realised Losses under clause 6.1 the
                  Manager must do the following on and with effect from such
                  Payment Date:

                  (a)      reduce pro-rata as between themselves the Outstanding
                           Principal Balance of the Class B Notes by the amount
                           of that excess until the Outstanding Principal
                           Balance of the Class B Notes is zero (CLASS B CHARGE
                           OFFS); and

                  (b)      if the Outstanding Principal Balance of the Class B
                           Notes is zero and any amount of that excess has not
                           been applied under clause 3.18(a), reduce pro-rata
                           and rateably as between the Class A Notes and the
                           Redraw Funding Facilities with respect to the balance
                           of the deficiency:

                           (1)      rateably as between such of the Class A
                                    Notes, the Outstanding Principal Balance of
                                    the Class A Notes by amount of the remaining
                                    deficiency until the Outstanding Principal
                                    Balance of the Class A Notes is zero (CLASS
                                    A CHARGE OFFS); and

                           (2)      rateably as between each Redraw Funding
                                    Facility, the Redraw Principal Outstanding
                                    of the Redraw Funding Facilities by the
                                    amount of the remaining deficiency until the
                                    Redraw Principal Outstanding under each
                                    Redraw Funding Facility is zero (REDRAW
                                    CHARGE OFFS).

--------------------------------------------------------------------------------
4        NOTES CALLABLE AT OPTION OF TRUSTEE

         4.1      CALL - CLASS A NOTES

                  The Trustee must, when so directed by the Manager (at the
                  Manager's option), having given not more than 60 nor less than
                  45 days' notice to the Class A Noteholders, in the case of
                  Class A Notes, in accordance with Condition 12, purchase or
                  redeem all, but not some only, of the Notes by repaying the
                  Outstanding Principal Balance of those Notes, together with
                  accrued interest to (but excluding) the date of repurchase or
                  redemption on any Payment Date falling on or after the earlier
                  of:

                  (a)      the Payment Date on which the Outstanding Principal
                           Balance of all Notes is equal to or less than 10% of
                           the Total Original Principal Balance; and

                  (b)      in the case of Class A Notes, the Payment Date
                           falling on [##],


                                                                         PAGE 19
<PAGE>

                           provided that:

                  (c)      if the aggregate Outstanding Principal Balance of all
                           Class A Notes on such date of redemption or
                           repurchase has been reduced by Class A Charge Offs
                           which have not been reinstated under clauses 6.1(j)
                           and (k), the Noteholders owning at least 75% of the
                           aggregate Invested Amount of the Class A Notes must
                           consent to such repurchase or redemption; and

                  (d)      the Trustee will be in a position on such Payment
                           Date to discharge (and the Manager so certifies to
                           the Trustee and the Note Trustee upon which the
                           Trustee and the Note Trustee will rely conclusively)
                           all its liabilities in respect of the Notes (at their
                           Outstanding Principal Balance) and any amounts which
                           would be required under the Security Trust Deed to be
                           paid in priority or pari passu with the Notes if the
                           security for the Notes were being enforced.

         4.2      TAX EVENT

                  If the Manager satisfies the Trustee and the Note Trustee
                  immediately prior to giving the notice referred to below that
                  either:

                  (a)      on the next Payment Date the Trustee would be
                           required to deduct or withhold from any payment of
                           principal or interest in respect of the Notes, the
                           Currency Swap, the Payment Funding Facility or the
                           Redraw Funding Facility any amount for or on account
                           of any present or future taxes, duties, assessments
                           or governmental charges of whatever nature imposed,
                           levied, collected, withheld or assessed by the
                           Commonwealth of Australia or any of its political
                           sub-divisions or any of its authorities; or

                  (b)      the total amount payable in respect of interest in
                           relation to any of the Loans secured by the Mortgages
                           comprised in the Assets of the Fund for a Calculation
                           Period ceases to be receivable (whether or not
                           actually received) by the Trustee during such
                           Calculation Period,

                  the Trustee must, when so directed by the Manager, at the
                  Manager's option (provided that the Trustee will be in a
                  position on such Payment Date to discharge and the Manager
                  will so certify to the Trustee and the Note Trustee) all its
                  liabilities in respect of the Notes (at their Invested Amount)
                  and any amounts which would be required under the Security
                  Trust Deed to be paid in priority or pari passu with the Notes
                  if the security for the Notes were being enforced), having
                  given not more than 60 nor less than 45 days notice to the
                  Noteholders in accordance with Condition 12 redeem all, but
                  not some only, of the Notes at their then Invested Amounts
                  together with accrued interest to (but excluding) the date of
                  redemption on any subsequent Payment Date, provided that the
                  Noteholders may by Extraordinary Resolution elect, and must
                  notify the Trustee and the Manager not less than 21 days
                  before the next Payment Date following the receipt of notice
                  of such proposed redemption, that they do not require the
                  Trustee to redeem the Notes.

         4.3      CALL - CLASS B NOTES

                  The Trustee must, when so directed by the Manager (at the
                  Manager's option), having given not more than 60 nor less than
                  45 days' notice to the Class B Noteholders, in the case of
                  Class B Notes redeem all, but not some only, of the

                                                                         PAGE 20
<PAGE>

                  Class B Notes by repaying the Outstanding Principal Balance of
                  those Notes, together with accrued interest to (but excluding)
                  the date of redemption, on:

                  (a)      the date of redemption, repurchase or final repayment
                           of the Class A Notes; or

                  (b)      (if directed by the Manager) any Payment Date falling
                           after such date.

--------------------------------------------------------------------------------
5        CASH-COLLATERAL

         5.1      CASH COLLATERAL ACCOUNT

                  On the Closing Date the Manager must establish and at all
                  times until the Outstanding Principal Balance of all Notes is
                  reduced to zero maintain a ledger account in the accounting
                  records maintained by it pursuant to the Master Trust Deed
                  designated "SMHL Global Fund No. 4 Cash Collateral Account".

         5.2      INITIAL CASH COLLATERAL AND LIQUIDITY NOTES

                  On the Closing Date, the Trustee must:

                  (a)      subject to the terms of the Master Trust Deed, and in
                           accordance with the Bond Issue Direction,

                           issue to the Liquidity Noteholder (as nominee on
                           behalf of the Trustee in its capacity as trustee of
                           the Fund known as the Superannuation Members' Home
                           Loans Securitisation Fund No. 11) liquidity notes
                           (being Bonds as defined in the Master Trust Deed)
                           having an initial Face Value of an amount equal to
                           A$[##], being comprised in a Class named "SMHL Global
                           No. 4 - Liquidity Notes", and being on the terms set
                           out in the Schedule and the Master Trust Deed;

                  (b)      in accordance with clauses 7.8(f) and 7.10 of the
                           Master Trust Deed, hold an amount of the issue
                           proceeds of the Notes equal to the Face Value of the
                           Liquidity Notes as trustee of the Securitisation
                           Fund; and

                  (c)      credit that amount to the Cash Collateral Account.

         5.3      INVESTMENT OF CASH COLLATERAL

                  Amounts credited to the Cash Collateral Account must be
                  invested in Authorised Investments:

                  (a)      which are rated "AAA" or "A-1+" by S&P, "Prime-1" or
                           "Aaa" by Moody's and "AAA" or "F1+" by Fitch Ratings,
                           or such other rating as the Designated Rating Agency
                           may approve from time to time;

                  (b)      which mature (except in the case of call deposits
                           with a Bank) not later than the day before the
                           Payment Date immediately after the day on which they
                           are made; and

                  (c)      otherwise in accordance with the Master Trust Deed.

                  Income from Authorised Investments comprised in the Cash
                  Collateral does not constitute Collections, and must be
                  credited to the Cash Collateral Account.


                                                                         PAGE 21
<PAGE>

         5.4      USE OF CASH COLLATERAL

                  If on any Payment Date, the Collections (other than
                  Collections with respect to amounts applied from the Cash
                  Collateral Account) for the relevant Calculation Period are
                  less than the aggregate of the amounts referred to in
                  paragraphs (a) - (f) of clause 6.1, the Manager must direct
                  the Trustee to withdraw from the Cash Collateral Account the
                  amount equal to the lesser of the amount of such deficiency
                  and the Cash Collateral, which amount will then be applied to
                  and become part of the Collections available for application
                  on the relevant Payment Date in accordance with those
                  paragraphs.

         5.5      SURPLUS CASH COLLATERAL

                  If on any Payment Date after the making of all payments which
                  the Trustee is obliged to make on that Payment Date there is
                  Surplus Cash Collateral, the Trustee must (at the direction of
                  the Manager) on that Payment Date apply the Surplus Cash
                  Collateral in or towards payment to each Liquidity Noteholder
                  of amounts payable under or in respect of the Liquidity Notes
                  or interest payable in respect of each Liquidity Notes in
                  accordance with the Liquidity Notes Supplementary Bond Terms.

--------------------------------------------------------------------------------
6        DISTRIBUTION OF COLLECTIONS

         6.1      DISTRIBUTION OF INTEREST COLLECTIONS

                  Subject to the terms of the Security Trust Deed and these
                  Supplementary Bond Terms, on each Payment Date (to the extent
                  it has not already done so in accordance with this clause
                  6.1), the Trustee must apply the Interest Collections for the
                  relevant Calculation Period as follows:

                  (a)      first, in or toward payment of or allowance for Taxes
                           in respect of the Securitisation Fund;

                  (b)      secondly, pari passu and rateably in or toward
                           payment of or allowance for the Trustee's Fee, the
                           Manager's Fee and any Expenses (other than the
                           Expenses referred to below in this clause 6.1) in
                           respect of the Securitisation Fund;

                  (c)      thirdly, without duplication, in or toward any
                           amounts payable under clause 6.1(d) on any previous
                           Payment Date, if there had been sufficient Interest
                           Collections, which have not been paid by the Trustee
                           together with accrued interest thereon which in the
                           case of a Note must be at the Interest Rate
                           applicable to the relevant Note;

                  (d)      fourthly, pari passu and rateably, in or toward
                           payment of any interest due under any Redraw Funding
                           Facility and in and toward payment to the Currency
                           Swap Provider, in or toward payment of the A$ Class A
                           Interest Amount payable under the Confirmation at
                           that Payment Date which is thereafter to be applied
                           to payment of interest on the Class A Notes;

                  (e)      fifthly, without duplication, in or toward any
                           amounts payable under clause 6.1(f) on any previous
                           Payment Date, if there had been sufficient Interest
                           Collections, which have not been paid by the Trustee
                           with accrued interest thereon at the Interest Rate
                           applicable to the relevant Note;


                                                                         PAGE 22
<PAGE>
                  (f)      sixthly, in or toward payment to Class B Noteholders
                           of the Class B Interest due on the Class B Notes on
                           that Payment Date;

                  (g)      seventhly, in crediting to the Cash Collateral
                           Account the amount (if any) by which the Required
                           Cash Collateral exceeds the Cash Collateral;

                  (h)      eighthly, in or toward payment toward any break costs
                           payable on cancellation of any Interest Hedge to the
                           extent that those amounts are not recovered under the
                           relevant Loan secured by Mortgages comprised in the
                           Assets of the Fund in the form of any applicable
                           prepayment fees or a drawing has not been made under
                           a Payment Funding Facility;

                  (i)      ninthly, pari passu and rateably in or toward payment
                           to the Liquidity Noteholder of interest payable in
                           respect of the Liquidity Notes and in or towards
                           payment of any interest in respect of any Payment
                           Funding Facility;

                  (j)      tenthly, in respect of the amount of any Class A
                           Charge Offs and Redraw Charge Offs, in and towards
                           reinstatement of in the books of the Fund pari passu
                           and rateably to Class A Charge Offs and Redraw Charge
                           Offs for that Calculation Period;

                  (k)      eleventhly, in respect of the amount of any Carry
                           Over Redraw Charge Offs and the A$ Equivalent of the
                           Carry Over Class A Charge Offs allocated to each
                           Class A Note, as the case may be, in and towards
                           reinstatement of in the books of the Fund, pari passu
                           and rateably (based on the Carry Over Redraw Charge
                           Offs and the A$ Equivalent of the Carry Over Class A
                           Charge Offs allocated to each Class A Note as the
                           case may be):

                           (1)      the A$ Equivalent of any Carry Over Class A
                                    Charge Offs; and

                           (2)      any Carry Over Redraw Charge Offs;

                  (l)      twelfthly, in respect of the amount of any Class B
                           Charge Offs and any Carry Over Class B Charge Offs in
                           and towards reinstatement of in the books of the Fund
                           and in the following order:

                           (1)      any Class B Charge Offs for that Calculation
                                    Period; and

                           (2)      pari passu and rateably the Invested Amount
                                    of the Class B Notes to the extent of any
                                    Carry Over Class B Charge Offs;

                  (m)      thirteenthly, (to the extent not paid under clause
                           6.2) pari passu and rateably, in or toward repayment
                           of any principal due and payable under any Redraw
                           Funding Facility and in or toward repayment of any
                           principal due and payable under any Payment Funding
                           Facility; and

                  (n)      fourteenthly, in payment of or provision for amounts
                           payable to the Beneficiary of the Securitisation Fund
                           in accordance with clauses 22.1(d) and 22.3(d) of the
                           Master Trust Deed.

         6.2      DISTRIBUTION OF PRINCIPAL COLLECTIONS

                  Subject to the terms of the Security Trust Deed and these
                  Supplementary Bond Terms, on each Payment Date (to the extent
                  it has not already done so in accordance with this clause
                  6.2), the Trustee must apply the Principal Collections
                  together with any amounts to be applied under this clause 6.2
                  pursuant to

                                                                         PAGE 23
<PAGE>

                  clause 6.5 for the relevant Calculation Period towards the
                  following payments in the following order of priority:

                  (a)      first, in or toward payment of or allowance for Taxes
                           in respect of the Securitisation Fund (to the extent
                           not paid or provided for under clause 6.1);

                  (b)      secondly, pari passu and rateably in or toward
                           payment of or allowance for the Trustee's Fee, the
                           Manager's Fee and any Expenses (other than the
                           Expenses referred to below in this clause 6.2) in
                           respect of the Securitisation Fund (to the extent not
                           paid or provided for under clauses 5.4 and 6.1);

                  (c)      thirdly, in or toward payment of the amounts payable
                           and the priority under clause 6.1(d) on the Class A
                           Notes on that Payment Date(to the extent not paid
                           under clauses 5.4 and 6.1);

                  (d)      fourthly, in or toward payment of the amounts payable
                           and the priority under clause 6.1(f) on the Class B
                           Notes on that Payment Date (to the extent not paid
                           under clauses 5.4 and 6.1);

                  (e)      fifthly, in or toward repayment of any Redraw
                           Principal Outstanding under a Redraw Funding
                           Facility;

                  (f)      sixthly, in or toward payments approved by the
                           Manager under any Loan Redraw Facility;

                  (g)      seventhly, in or toward payment to the Currency Swap
                           Provider under a Confirmation relating to the Class A
                           Notes, until the Outstanding Principal Balance of the
                           Class A Notes is reduced to zero, of an amount equal
                           to the lesser of:

                           (1)      the amount available for distribution under
                                    this paragraph (g) after all payments which
                                    have priority under this clause 6.2; and

                           (2)      the A$ Equivalent of the Outstanding
                                    Principal Balance for all Class A Notes;

                  (h)      eighthly, in or toward payment to the Class B
                           Noteholders pari passu and rateably, until the
                           Outstanding Principal Balance of the Class B Notes is
                           reduced to zero, of an amount equal to the lesser of:

                           (1)      the amount available for distribution under
                                    this paragraph (h) after all payments which
                                    have priority under this clause 6.2; and

                           (2)      the Outstanding Principal Balance for all
                                    Class B Notes;

                  (i)      ninthly, pari passu and rateably (based on the Carry
                           Over Redraw Charge Offs and A$ Equivalent of the
                           Carry Over Class A Charge Offs allocated to each
                           Class A Note, as the case may be):

                           (1)      in or toward payment to the Currency Swap
                                    Provider under a Confirmation relating to
                                    the Class A Notes, of the A$ Equivalent of
                                    any Carry Over Class A Charge Offs; and

                           (2)      in or toward repaying the Redraw Principal
                                    Outstanding of each Redraw Funding Facility
                                    to the extent of any Carry Over Redraw
                                    Charge Offs;


                                                                         PAGE 24
<PAGE>
                  (j)      tenthly, in or toward repaying the Invested Amount of
                           the Class B Notes to the extent of any Carry Over
                           Class B Charge Offs;

                  (k)      eleventhly, in or toward payment towards any break
                           costs payable on cancellation of any Interest Hedge
                           to the extent that those amounts are not recovered
                           under the relevant Loan secured by Mortgages
                           comprised in Assets of the Fund in the form of any
                           applicable prepayment fees or a drawing has not been
                           made under a Payment Funding Facility (to the extent
                           not paid under clause 6.1); and

                  (l)      twelfthly, subject to clause 6.3, pari passu and
                           rateably in or toward payment to the Liquidity
                           Noteholder of the principal amount outstanding in
                           respect of the Liquidity Notes and in or towards
                           repayment of any principal in respect of any Payment
                           Funding Facility.

         6.3      RIGHTS OF LIQUIDITY NOTEHOLDER

                  On any Payment Date, the Trustee must not make any payments
                  out of Principal Collections to the Liquidity Noteholder under
                  clause 6.2 unless the Invested Amount of all the Class A Notes
                  and Class B Notes is zero, or will be zero following any
                  payments made on the relevant Payment Date.

         6.4      FUNDING LOAN REDRAW FACILITIES

                  (a)      The Trustee may only fund advances under Loan Redraw
                           Facilities from Collections which represent
                           prepayments of principal under Loans ("Prepayments")
                           and by drawings under Redraw Funding Facilities.

                  (b)      The Trustee must not apply any Prepayments to making
                           advances under a Loan Redraw Facility unless:

                           (1)      all amounts specified in paragraphs (a) to
                                    (d) inclusive of clause 6.2 which are due
                                    and payable have been paid; and

                           (2)      the Trustee holds Collections equal to the
                                    sum of the advance under the Loan Redraw
                                    Facility and all amounts specified in
                                    paragraphs (a) to (d) inclusive of clause
                                    6.2 which are accrued but not due and
                                    payable.

         6.5      PAYMENT OF CHARGE OFFS

                  The amount of any reinstatement under clauses 6.1(j), (k) and
                  (l) must be applied on the Payment Date of the reinstatement
                  in accordance with clause 6.2 as if the amount reinstated
                  formed part of Principal Collections.

--------------------------------------------------------------------------------
7        SUBSTITUTION OF MORTGAGES

         7.1      PURCHASE OF SUBSTITUTE MORTGAGES

                  (a)      The Manager may, within 120 days after the issue of
                           the Bond Issue Confirmation Certificate (as defined
                           in the Mortgage Origination and Management
                           Agreement), determine to suspend, to the extent
                           necessary, the obligations of the Trustee to treat as
                           Principal Collections so much of the payments in
                           respect of principal received on the repurchase of
                           Loans

                                                                         PAGE 25
<PAGE>

                           pursuant to either clause 10.4 of the Mortgage
                           Origination and Management Agreement or clause 11.6
                           of the Master Trust Deed, to purchase substitute
                           mortgages.

                  (b)      Any payments of principal suspended in accordance
                           with clause 7.1(a) (SUSPENDED MONEYS) may only be
                           used in the manner provided in clause 7.1(c).

                  (c)      The Manager may only make a determination pursuant to
                           clause 7.1(a):

                           (1)      for the purpose of directing the Trustee to
                                    apply the Suspended Moneys in the purchase
                                    of Mortgages (SUBSTITUTE MORTGAGES) from
                                    Origination Fund No. 3;

                           (2)      if the final payment date of each Substitute
                                    Mortgage is at least one year before the
                                    Final Maturity Date of the Notes;

                           (3)      if the Manager has given the Designated
                                    Rating Agencies not less than five Banking
                                    Days notice or such shorter period as the
                                    Designated Rating Agencies may agree of its
                                    intention to make the determination;

                           (4)      if the Manager receives confirmation from
                                    the Designated Rating Agencies that the
                                    purchase by the Trustee of the Substitute
                                    Mortgages will not adversely affect the
                                    Designated Rating of the Notes; and

                           (5)      if

                                    (A)      the Trustee receives from the
                                             Manager a completed Mortgage
                                             Transfer Proposal in relation to
                                             the Substitute Mortgage no later
                                             than two Banking Days prior to the
                                             date referred to in the Mortgage
                                             Transfer Proposal for the purchase
                                             of the Substitute Mortgage;

                                    (B)      the Manager certifies to the
                                             Trustee that the proposed
                                             Substitute Mortgage is a Mortgage
                                             for the purposes of this agreement,
                                             and satisfies the requirements in
                                             this clause, as at the Transfer
                                             Date;

                                    (C)      prior to or on the Transfer Date
                                             the Trustee obtains, or enters into
                                             arrangements to obtain with effect
                                             from the Transfer Date, as Trustee
                                             of the Fund the benefit of the
                                             Enhancements and Interest Hedge (if
                                             any) referred to in the Mortgage
                                             Transfer Proposal.

                                   If the provisions of this clause 7 are
                                   satisfied then the Substitute Mortgage shall
                                   be acquired from Origination Fund No. 3.

--------------------------------------------------------------------------------
8        NOTIFICATIONS OF CALCULATIONS ETC.

         (a)      The Manager must calculate the Collections for an immediately
                  preceding Calculation Period no later than 6 Banking Days
                  before each Payment Date.


                                                                         PAGE 26
<PAGE>
         (b)      The Manager must, not later than two Banking Days before each
                  Payment Date advise the Trustee and in respect of Class A
                  Notes only, the Currency Swap Provider in writing of:

                  (1)      all amounts payable or to be provided for under
                           clause 6;

                  (2)      reasonable details of the calculation of all such
                           amounts; and

                  (3)      the Outstanding Principal Balance and Invested Amount
                           of each Note following the making of all payments to
                           be made on that Payment Date in accordance with
                           clauses 3 and 6.

         (c)      The Manager must also notify the Trustee of all details of
                  payments which are to be made by or on behalf of the Trustee
                  on or by each Payment Date. The Manager must, not later than
                  two Banking Days before each Payment Date also notify the
                  Currency Swap Provider of all payments which are to be made by
                  or on behalf of the Trustee on each Payment Date under clauses
                  6.1 and 6.2 in respect of Class A Notes.

         (d)      In the absence of manifest error, each of the Trustee and the
                  Currency Swap Provider is entitled to rely (and will rely on)
                  conclusively on the Manager's calculations and notifications
                  and is not required to investigate the accuracy of them.

--------------------------------------------------------------------------------
9        AMENDMENTS TO MASTER TRUST DEED

         The Master Trust Deed is amended for the purpose of the Fund as
         follows:

         (a)      Clause 1.1 - Authorised Investment

                  For the purposes of the definition of Authorised Investment in
                  clause 1.1 of the Master Trust Deed, each investment must be
                  of a type which does not adversely affect the 50% risk
                  weighting attributed to the Notes by the Bank of England (as
                  to which the Trustee may rely conclusively on advice from the
                  Manager to that effect).

         (b)      Clause 1.1 - Expenses

                  For the purpose of the definition of Expenses in clause 1.1 of
                  the Master Trust Deed,

                  (1)      words "subject to clauses 14 and 18," are added at
                           the beginning of paragraph (m); and

                  (2)      a new paragraph (o) is inserted as follows and the
                           existing paragraphs (o), (p) and (q) become (p), (q)
                           and (r) respectively:

                           "(o)     any fees and expenses payable to DTC, the
                                    Note Trustee, the Paying Agents, the Note
                                    Registrar, the Calculation Agents (for which
                                    the Trustee is not personally liable under
                                    the Transaction Documents), Clearstream,
                                    Luxembourg, Euroclear, and any Stock
                                    Exchange;".

         (c)      Clause 1.1 - Financial Default

                  For the purpose of the definition of Financial Default delete
                  "3 Banking Days" and insert "10 Banking Days".

         (d)      Clause 1.1 - Fitch


                                                                         PAGE 27
<PAGE>
                  For the purposes of the Fund, the definition of Fitch in
                  clause 1.1 of the Master Trust Deed, is deleted and the
                  following definition is inserted:

                  "FITCH RATINGS means Fitch, Inc. and its successors and
                  assigns".

         (e)      Clause 1.1 - Manager's Default

                  For the purposes of the definition of Manager's Default add
                  "or any representation given by the Manager in any Transaction
                  Document in relation to the Fund is or becomes not true" after
                  the words "in relation to the Fund" in paragraph (a) of the
                  definition.

         (f)      Clause 1.1 - Rating Agency

                  For the purpose of definition of Rating Agency in clause 1.1
                  replace the word "Fitch" with the words "Fitch Ratings".

         (g)      Clause 1.1 - Securities System

                  For the purpose of the definition of Securities System in
                  clause 1.1 insert "or DTC" after "Euroclear".

         (h)      Clause 1.1 - Termination Date

                  For the purpose of the definition of "Termination Date" in
                  clause 1.1 of the Master Trust Deed, the words "and the
                  Trustee and Manager agree that no further Notes are proposed
                  to be issued by the Trustee in relation to that Fund" are
                  inserted at the end of paragraph (c)(1) of that definition.

         (i)      Clause 5 - Notes

                  For the purpose of the Fund, clause 5 in the Master Trust Deed
                  is deleted and the following clause 5 is inserted as follows:

                  "5.      NOTES

                           5.1      Acknowledgment of indebtedness

                                    Subject to the terms of this Deed and the
                                    Supplementary Bond Terms Notice:

                                    (a)      each entry in the Register for a
                                             Fund in respect of a Class B Note
                                             relating to the Fund; and

                                    (b)      in relation to each Class A Note
                                             relating to a Fund, that Class A
                                             Note,

                                    constitutes an independent and separate
                                    acknowledgment to the relevant Noteholder by
                                    the Trustee of its indebtedness as trustee
                                    of the Fund for the Outstanding Principal
                                    Balance of that Note together with the other
                                    rights given to Noteholders under this Deed,
                                    the Supplementary Bond Terms Notice and the
                                    Security Trust Deed, and (in relation to a
                                    Class A Note) the Note Trust Deed and the
                                    Conditions.

                           5.2      Legal nature of Notes

                                    (a)      Class B Notes will be in the form
                                             of inscribed stock, and the
                                             Trustee's obligations in relation
                                             to the Notes and under this Deed
                                             and this Supplementary Bond Terms
                                             Notice (including any obligation to
                                             pay interest or principal) will
                                             become effective on

                                                                         PAGE 28
<PAGE>

                                             inscription in the Register for the
                                             Fund under this Deed and this
                                             Supplementary Bond Terms Notice of
                                             the details for those Class B
                                             Notes.

                                    (b)      Class A Notes will be in registered
                                             form in respect of Book-Entry Notes
                                             and will be in bearer or registered
                                             form in respect of Definitive
                                             Notes, provided that there will be
                                             no bearer notes issued in the
                                             United States of America.

                           5.3      Terms of Notes

                                    (a)      All Notes issued by the Trustee as
                                             trustee of a Fund shall be issued
                                             with the benefit of, and subject
                                             to, this Deed, the relevant
                                             Supplementary Bond Terms Notice and
                                             the relevant Security Trust Deed
                                             and, in relation to Class A Notes,
                                             the Note Trust Deed and the
                                             Conditions.

                                    (b)      The documents referred to in
                                             paragraph (a) are binding on the
                                             Manager, the Trustee, the Note
                                             Trustee, the Security Trustee and
                                             the Noteholders.

                           5.4      Interest and Principal Entitlement of
                                    Noteholders

                                    Subject to this Deed, the relevant
                                    Supplementary Bond Terms Notice and the
                                    Security Trust Deed and, in relation to
                                    Class A Notes, the Note Trust Deed and the
                                    Conditions, the Trustee as trustee of a Fund
                                    must, in respect of the Notes issued by it
                                    in that capacity, pay or cause to be paid to
                                    the Noteholders (as relevant) of those
                                    Notes:

                                    (a)      (INTEREST) Interest on each Payment
                                             Date; and

                                    (b)      (PRINCIPAL) their Principal
                                             Entitlement on each Payment Date.

                           5.5      Notes not invalid if issued in breach

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

                           5.6      Location of Class B Notes

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

                           5.7      No discrimination between Noteholders

                                    There shall not be any discrimination or
                                    preference between Notes within the same
                                    Class, or the corresponding Noteholders, in
                                    relation to a Fund by reason of the time of
                                    issue of Notes or for any other reason,
                                    subject only to the Supplementary Bond Terms
                                    relating to the Notes the terms of the
                                    Security Trust Deed relating to the Fund and
                                    the Note Trust Deed in relation to the Class
                                    A Notes.


                                                                         PAGE 29
<PAGE>
                           5.8      Note Register

                                    In the event that any Definitive Notes are
                                    issued in registered form, the Trustee (or
                                    if the Trustee fails to do so, the Manager
                                    on behalf of the Trustee) must, on the
                                    direction of the Manager, appoint a person
                                    to operate and maintain a register of those
                                    notes in accordance with standard United
                                    States practice and law. "

         (j)      Clause 6.5 - Ranking of interest of Beneficiary

                  For the purposes of clause 6.5 of the Master Trust Deed, the
                  Trustee may seek and rely upon a direction from the Note
                  Trustee as to the interests of the Class A Noteholders.

         (k)      Clauses 7.1 and 7.7(a) - Bond Issue Direction

                  (1)      For the purposes of clause 7.1 of the Master Trust
                           Deed, the Securitisation Fund Bond Issue Direction
                           for the Notes may be issued by the Manager on or at
                           any time prior to the Bond Issue Date for the Notes.

                  (2)      For the purposes of clause 7.7(a) of the Master Trust
                           Deed, the certification by the Manager may occur on
                           or at any time prior to the Bond Issue Date for the
                           Notes.

         (l)      Clause 7.8 - Issue of Bonds and Transfer of Benefit of
                  Mortgages

                  (1)      Clause 7.8(b) of the Master Trust Deed is amended by
                           inserting "in respect of Class B Notes only" after
                           "Applications for Bonds".

                  (2)      Clause 7.8(c) of the Master Trust Deed is amended by
                           replacing paragraph (1) with the following:

                           "(1)     (TRANSACTION DOCUMENTS): entered into the
                                    Transaction Documents to which it is a party
                                    in its capacity as trustee of the Fund;".

         (m)      Clause 8 - Transfer of Notes

                  (1)      For the purposes of this Fund, clause 8 of the Master
                           Trust Deed applies in respect of the Class B Notes
                           but, except for clause 8.1(a), (b) and (c) does not
                           apply to the Class A Notes.

                  (2)      For the purposes of this Fund, clause 8.1(a) of the
                           Master Trust Deed is amended by inserting the words
                           "and (in respect of the Class A Notes) the relevant
                           Note Trust Deed and Conditions" after the words
                           subject to this Deed and the corresponding
                           Supplementary Bond Terms".

         (n)      Clause 9 - Note Registration Confirmation

                  For the purposes of this Fund, clause 9 applies to the Class B
                  Notes and does not apply to the Class A Notes.

         (o)      Clause 10.12 - Moneys Payable to Trustee

                  For the purposes of the Fund, the words "and any moneys
                  payable to the Principal Paying Agent under any Transaction
                  Document" are inserted after the words "subject to this Deed."


                                                                         PAGE 30
<PAGE>
         (p)      Clause 11 - Origination and Management of Mortgages

                  A new clause 11.6 is inserted as follows:

                  "11.6    REPURCHASE OF MORTGAGES

                           (a)      If the Manager determines that any
                                    representation or warranty by the Mortgage
                                    Manager under the Mortgage Management
                                    Agreement with respect to a Mortgage forming
                                    part of the Securitisation Fund is false or
                                    misleading, the Trustee, as trustee of
                                    Origination Fund No. 3, will be obliged at
                                    the request of the Manager made in
                                    accordance with clause 10.4 to either (at
                                    the election of the Manager):

                                    (1)      repurchase the Mortgage; or

                                    (2)      repurchase and substitute or
                                             substitute a Mortgage in which
                                             event the Trustee shall be obliged
                                             to comply with provisions of clause
                                             7 of the Supplementary Bond Terms
                                             Notice with respect to the
                                             substitution of Mortgages,

                                    within 120 days after the date of the
                                    relevant Bond Issue Confirmation Certificate
                                    (as defined in the Mortgage Management
                                    Agreement).

                           (b)      For the avoidance of doubt, it is recorded
                                    that neither the Trustee nor the Mortgage
                                    Manager shall be obliged to pay damages to
                                    the Note Trustee or any Class A Noteholder
                                    as a consequence of any breach of warranty
                                    on the part of the Mortgage Manager
                                    contained in the Mortgage Management
                                    Agreement.

                           (c)      The provisions of clauses 7.14 and 7.15
                                    shall be incorporated into this clause
                                    mutatis mutandis in relation to any Mortgage
                                    repurchased and any substitute Mortgage.

         (q)      Clause 12.17 - Additional Covenants by Manager

                  For the purposes of clause 12.17 of the Master Trust Deed, the
                  Manager must also:

                  (1)      (STOCK EXCHANGE): comply with the rules and
                           regulations of the Stock Exchange;

                  (2)      (FILING): make or cause the making of all filings
                           which the Manager is actually aware are required in
                           connection with the Fund or the Assets of the Fund
                           with any Governmental Agency in any jurisdiction;

                  (3)      (COMPLY WITH OBLIGATIONS AND LAWS): promptly comply
                           with all other duties and obligations imposed on the
                           Manager by the Transaction Documents in relation to
                           the Fund and comply with all relevant material laws
                           in the relevant jurisdiction in carrying out such
                           duties and obligations.



                                                                         PAGE 31
<PAGE>
                  (4)      (NOT MERGE): not merge or consolidate into another
                           entity unless the surviving entity assumes the
                           obligations of the Manager under the Transaction
                           Documents.

                  (5)      (ENHANCEMENTS): perform all obligations within its
                           power to ensure that all Enhancements and Hedges are
                           maintained and available for the Fund;

                  (6)      (AGREED PROCEDURES): not agree to any amendment to
                           the Agreed Procedures (as defined in the Mortgage
                           Origination and Management Agreement) applicable to
                           this Fund, unless each Designated Rating Agency has
                           confirmed that it will not withdraw or downgrade the
                           rating of the Notes as a result of such amendment.

         (r)      Clause 14.1 - Retirement for Cause

                  For the purposes of the Fund, the following words are added at
                  the end of clause 14.1:

                           "The costs of removal of the Manager in default must
                           be borne by the Manager. The Manager agrees to
                           indemnify the Trustee and the Fund for these costs."

         (s)      Clause 16.3 - To act honestly, diligently and prudently

                  Clause 16.3 of the Master Trust Deed is amended by:

                  (1)      replacing "." at the end of paragraph (g) with ";";
                           and

                  (2)      inserting new sub-clauses (i) and (j) as follows:

                           "(i)     (REMOVAL OF THE TRUSTEE'S AGENTS OR
                                    DELEGATES): remove any agent or delegate of
                                    the Trustee that breaches any obligation or
                                    duty imposed on the Trustee under this Deed
                                    or any other Transaction Document in
                                    relation to the Fund where the Manager
                                    reasonably believes it will adversely affect
                                    the rating of either or both of the Class A
                                    Notes and the Class B Notes by the
                                    Designated Rating Agencies within 45 days'
                                    notice from the Manager to the Trustee to
                                    remove that agent or delegate; and

                           (j)      (AGREED PROCEDURES): not agree to any
                                    amendment to the Agreed Procedures (as
                                    defined in the Mortgage Origination and
                                    Management Agreement) applicable to this
                                    Fund, unless each Designated Rating Agency
                                    has confirmed that it will not withdraw or
                                    downgrade the rating of the Notes as a
                                    result of such amendment."

         (t)      A new clause 16.10 inserted into the Master Trust Deed as
                  follows:

                           "16.10 Compliance with laws

                           The Trustee must comply with all relevant material
                           laws in the relevant jurisdiction in performance of
                           its duties and in exercising its discretions under
                           the Transaction Documents."

         (u)      Clause 18.1 - Retirement for Cause



                                                                         PAGE 32
<PAGE>
                  For the purposes of the Fund, the following words are added at
                  the end of clause 18.1:

                           "The costs of removal of the Trustee in default must
                           be borne by the Trustee. The Trustee agrees to
                           indemnify the Manager and the Fund for these costs."

         (v)      Clause 19.1 - Opening of bank accounts

                  For the purposes of this Fund, insert after clause 19.1(c) of
                  the Master Trust Deed as clause 19.1(d):

                  "(d)     (Change Bank Accounts): If a bank account for a Fund
                           is held with a Bank which ceases to have the ratings
                           specified in a Supplementary Bond Terms Notice in
                           respect of the Fund, the Manager must direct the
                           Trustee to, and the Trustee shall, as soon as
                           practicable, and in any event, within 10 days of
                           receipt of actual notice of that cessation:

                           (1)      close that account; and

                           (2)      transfer all funds standing to the credit of
                                    that account to another existing bank
                                    account for the Fund with a Bank which has
                                    the specified rating, or if none, open such
                                    an account, as nominated by the Manager."

         (w)      Clause 23 - The Register

                  For the purpose of this Fund paragraphs (g) to (m) inclusive
                  of clause 23.1 and clauses 23.5, 23.6 and 23.7 of the Master
                  Trust Deed do not apply to the Class A Notes.

         (x)      Clause 25 - Payments generally

                  For the purpose of the Fund clause 25 is amended as follows:

                  (1)      By deleting "in Australia" from clause 25.1(b).

                  (2)      By inserting as clause 25.5 the following:

                           "25.5    Class A Notes

                                    (a)      Clause 25.1 to 25.3 inclusive apply
                                             to the Class B Notes only and not
                                             to the Class A Notes and the
                                             following provisions of this clause
                                             25.5 apply to the Class A Notes
                                             only and not to the Class B Notes.

                                    (b)      Any payment made by or on behalf of
                                             the Trustee in respect of any Class
                                             A Note must be made in accordance
                                             with the relevant Supplementary
                                             Bond Terms Notice and the relevant
                                             Note Trust Deed.

                                    (c)      There is a full satisfaction of the
                                             moneys payable under a Class A
                                             Note, and a good discharge to the
                                             Trustee and the Manager (as the
                                             case may be) in relation to that
                                             Class A Note, when so provided
                                             under the Note Trust Deed."

                  (3)      A new clause 25.6 inserted into the Master Trust Deed
                           as follows:

                           "25.6    Taxation



                                                                         PAGE 33
<PAGE>
                                    (a)      (Net payments): Subject to this
                                             clause, payments in respect of the
                                             Notes shall be made free and clear
                                             of, and without deduction for, or
                                             by reference to, any present or
                                             future Taxes of any Australian
                                             Jurisdiction unless required by
                                             law.

                                    (b)      (Interest Withholding Tax - Class B
                                             Notes): All payments in respect of
                                             the Class B Notes will be made
                                             without withholding or deduction
                                             for, or on account of, any present
                                             or future taxes, duties or charges
                                             of whatsoever nature unless the
                                             Trustee or any person making
                                             payments on behalf of the Trustee
                                             is required by applicable law to
                                             make any such payment in respect of
                                             the Class B Notes subject to any
                                             withholding or deduction for, or on
                                             account of, any present or future
                                             taxes, duties or charges of
                                             whatever nature. In that event the
                                             Trustee or any person making
                                             payments on behalf of the Trustee
                                             (as the case may be) will make such
                                             payment after such withholding or
                                             deduction has been made and will
                                             account to the relevant authorities
                                             for the amount so required to be
                                             withheld or deducted. Neither the
                                             Trustee, any person making payments
                                             on behalf of the Trustee or any
                                             note trustee will be obliged to
                                             make any additional payments to
                                             Class B Noteholders in respect of
                                             that withholding or deduction.

                                    (c)      (Interest Withholding Tax - Class A
                                             Notes): Payments on Class A Notes
                                             by or on behalf of the Trustee will
                                             be made subject to deduction for
                                             any Interest Withholding Tax and
                                             all other withholdings and
                                             deductions referred to in Condition
                                             7 of the Class A Notes.

                                    (d)      (Tax file numbers): The Trustee or
                                             any person making payments on
                                             behalf of the Trustee will be
                                             required to deduct tax-at-source on
                                             interest payments on any Class A
                                             Note or Class B Note to each Class
                                             A Noteholder or Class B Noteholder
                                             who has or is required to have a
                                             Tax File Number at the highest
                                             personal marginal tax rate unless
                                             the Trustee or any person making
                                             payments on behalf of the Trustee
                                             receives from such Class A
                                             Noteholder or Class B Noteholder
                                             the Tax File Number of that Class A
                                             Noteholder or Class B Noteholder,
                                             or evidence of any exemption the
                                             Class A Noteholder or Class B
                                             Noteholder may have from the need
                                             to advise the Trustee or any person
                                             making payments on behalf of the
                                             Trustee of a Tax File Number. The
                                             Tax File Number or appropriate
                                             evidence (as the case may be) must
                                             be received by the Trustee or any
                                             person making payments on behalf of
                                             the Trustee not less than ten
                                             Banking Days prior to the relevant
                                             payment date. The Trustee, or any
                                             person making any payments on
                                             behalf of the Trustee, is entitled
                                             to deduct any such tax-at-source
                                             required to be paid by it in
                                             relation to the Class A Notes or
                                             the Class B Notes at that highest
                                             personal marginal tax rate if no
                                             Tax File Number or exemption (as
                                             the case may be) is provided."

                                                                         PAGE 34
<PAGE>
         (y)      Clause 28 - Amendment

                  For the purposes of this Fund, the reference to prior consent
                  of the Bondholders in clause 28.2 is a reference to the
                  Extraordinary Resolution of Voting Secured Creditors passed in
                  accordance with Schedule 1 of the Security Trust Deed.

         (z)      Schedule 9 - Amendment

                  For the purposes of this Fund, delete the word "15th" in the
                  definitions of "Fee Payment Date" and "Valuation Date" in
                  clause 1 and insert the word "1st".

--------------------------------------------------------------------------------
10       RATING AGENCY REQUIREMENTS

         10.1     DESIGNATED RATING AGENCIES

                  The Designated Rating Agencies for the Notes as at the Closing
                  Date are Moody's, S&P and Fitch Ratings.

         10.2     DESIGNATED RATINGS

                  The Designated Ratings for the Notes are as follows:

                  (a)      For the Class A Notes:

                           (1)      In the case of Fitch Ratings - "AAA";

                           (2)      in the case of Moody's - "Aaa";

                           (3)      in the case of S&P - "AAA"; and

                  (b)      For the Class B Notes:

                           (1)      In the case of Fitch Ratings - "AA";

                           (2)      In the case of Moody's - "Aa2"; and

                           (3)      In the case of S&P - "AA".

         10.3     MINIMUM RATING REQUIREMENTS

                  Subject to clauses 5.3 and 10.4, all Authorised Investments of
                  the Fund other than cash and Mortgages must be rated "AAA" or
                  "A-1+" by S&P, "Aaa" or "Prime-1" by Moody's and "AAA" or
                  "F1+" by Fitch Ratings.

         10.4     BANKS

                  (a)      Subject to clause 10.4(b), any bank account for the
                           purposes of clause 19.1 and 19.11 of the Master Trust
                           Deed must be with a Bank which has a short-term
                           rating of at least P-1 (Moody's), A-1+ (S&P) and F1+
                           (Fitch Ratings).

                  (b)      Subject to clause 5.3, the Assets of the Fund may be
                           invested in deposits which mature or are callable
                           within 30 days of being made with a Bank rated at
                           least "A-1" by S&P, provided that the aggregate
                           amount of such deposits does not at any time exceed
                           20% of the Total Outstanding Principal Balance.



                                                                         PAGE 35
<PAGE>
         10.5     NOTIFICATIONS TO DESIGNATED RATING AGENCIES

                  The Manager must give written notice to each Designated Rating
                  Agency:

                  (a)      of the occurrence of an Event of Default under the
                           Security Trust Deed, promptly upon becoming aware of
                           the same;

                  (b)      prior to any amendment being made to any Transaction
                           Document (including any change to any of the parties
                           to any Transaction Document); and

                  (c)      of a breach of a provision of a Transaction Document
                           relating to the Securitisation Fund, promptly upon
                           becoming aware of the same, which breach is in the
                           reasonable opinion of the Manager likely to have a
                           material adverse effect on the ability of the Trustee
                           to meet its obligations in respect of the Notes.

         10.6     NO OTHER REQUIREMENTS

                  For the purposes of the Master Trust Deed, there are no
                  minimum rating requirements in relation to the Fund, other
                  than those expressly set out in this Supplementary Bond Terms
                  Notice.

         10.7     LOAN REDRAW FACILITIES

                  The Manager must:

                  (a)      ensure that the form of documentation to provide Loan
                           Redraw Facilities is approved by the Mortgage
                           Insurer; and

                  (b)      that the provision of any Loan Redraw Facility is
                           made in accordance with any relevant terms of the
                           Mortgage Insurance Policy.

--------------------------------------------------------------------------------
11       THRESHOLD RATE

         (a)      In exercising its powers and performing its obligations under
                  the Master Trust Deed, the Manager must at all times ensure
                  that, to the extent that the Trustee is entitled to do so
                  under the terms of the Mortgages, the rate of interest payable
                  on or in respect of Loans secured by Mortgages comprised in
                  the Assets of the Fund is changed from time to time so that:

                  (1)      on the assumption that all parties to all of the
                           Transaction Documents and all issuers of Authorised
                           Investments from time to time comprised in the Assets
                           of the Fund have complied and will at all times
                           comply in full with their respective obligations
                           under those Transaction Documents and Authorised
                           Investments; and

                  (2)      having regard to:

                           (A)      the terms of the Transaction Documents;

                           (B)      the terms of the Mortgages comprised in the
                                    Assets of the Fund;

                           (C)      the anticipated Expenses of the Fund;

                           (D)      the amount of the Cash Collateral in the
                                    Cash Collateral Account;



                                                                         PAGE 36
<PAGE>
                           (E)      all other information available to the
                                    Manager;

                           (F)      the Benchmark Rate from time to time; and

                           (G)      any mismatch between the time at which the
                                    Benchmark Rate is determined and the time at
                                    which the rate of interest payable on or in
                                    respect of Loans secured by the Mortgages
                                    comprised in the Assets of the Fund may be
                                    reset,

                           the Trustee will have available to it at all times
                           sufficient funds to enable it to comply with all of
                           its obligations under the Transaction Documents
                           relating to the Fund as they fall due.

         (b)      Without limiting the operation of clause 11(a), the interest
                  rate applicable to each fixed interest period of the Loan
                  secured by a Mortgage comprised in the Assets of the Fund must
                  be equal to or greater than:

                  (1)      for so long as the Outstanding Principal Balance of
                           all such Loans is equal to or less than 20% of the
                           Outstanding Principal Balance of all Loans secured by
                           Mortgages comprised in the Assets of the Fund, the
                           rate, expressed as a percentage, determined by the
                           Manager to be the fixed-floating swap rate for the
                           period most closely approximating the term of the
                           fixed interest period of the Loans secured by the
                           Mortgages plus [0.80]%; and

                  (2)      for so long as the Outstanding Principal Balance of
                           all such Loans is greater than 20% of the Outstanding
                           Principal Balance of all Loans secured by Mortgages
                           comprised in the Assets of the Fund, such rate as
                           agreed from time to time between the Manager and each
                           Designated Rating Agency.

         (c)      For the purposes of clause 11(a) it is acknowledged that if
                  there is any shortfall under any determination under clause
                  11(a) the Manager may direct the Trustee to make a drawing
                  under the Payment Funding Facility in respect of that
                  shortfall (to the extent it has not already done so in respect
                  of the shortfall) provided that:

                  (1)      such a drawing must be made in accordance with clause
                           5.5(b)(2) of the Initial Payment Funding Facility;
                           and

                  (2)      if such a drawing is not made the Manager must comply
                           with clauses 11(a) and (b).

--------------------------------------------------------------------------------
12       BENEFICIARY

         (a)      The Beneficiary holds the beneficial interest in the Fund in
                  accordance with the Master Trust Deed and this Supplementary
                  Bond Terms Notice.

         (b)      The beneficial interest held by the Beneficiary is limited to
                  the Fund and each Asset of the Fund subject to and in
                  accordance with the Master Trust Deed and this Supplementary
                  Bond Terms Notice.

         (c)      The Beneficiary has no right to receive distributions in
                  respect of the Fund other than:

                  (1)      the right to receive on the termination of the Fund
                           the entire beneficial interest of the Fund; and



                                                                         PAGE 37
<PAGE>
                  (2)      the right to receive distributions in respect of the
                           Fund under the Master Trust Deed and this
                           Supplementary Bond Terms Notice to the extent that
                           Net Income is available for distribution under the
                           Master Fund Deed and this Supplementary Bond Terms
                           Notice.

         (d)      The Beneficiary may not assign, or create or allow to exist
                  any Encumbrance over, its rights or interests in respect of
                  the Fund if to do so might have an adverse tax consequence in
                  respect of the Fund.

--------------------------------------------------------------------------------
13       NOTE TRUSTEE

         13.1     CAPACITY

         The Note Trustee is a party to this Supplementary Bond Terms Notice in
         its capacity as trustee for the Class A Noteholders from time to time
         under the Note Trust Deed and, for the purposes of clause 16 in its
         capacity as the Principal Paying Agent, the Calculation Agent and the
         Note Registrar.

         13.2     EXERCISE OF RIGHTS

                  (a)      The rights, remedies and discretions of the Class A
                           Noteholders under the Transaction Documents including
                           all rights to vote or give instructions to the
                           Security Trustee and to enforce undertakings or
                           warranties under the Transaction Documents, except as
                           otherwise provided in the Note Trust Deed or the
                           Security Trust Deed, may only be exercised by the
                           Note Trustee on behalf of the Class A Noteholders in
                           accordance with the Note Trust Deed.

                  (b)      The Class A Noteholders, except as otherwise provided
                           in the Note Trust Deed or the Security Trust Deed,
                           may only exercise enforcement rights in respect of
                           the Charged Property through the Note Trustee and
                           only in accordance with the Transaction Documents.

         13.3     REPRESENTATION AND WARRANTY

                  The Note Trustee represents and warrants to each other party
                  to this Supplementary Bond Terms Notice that it has the power
                  under the Note Trust Deed to enter into the Transaction
                  Documents to which it is a party and to exercise the rights,
                  remedies and discretions of, and to vote on behalf of the
                  Class A Noteholders.

         13.4     PAYMENTS

                  Any payment to be made to the Class A Noteholders under the
                  Transaction Documents may be made to the Principal Paying
                  Agent or the Note Trustee (as the case may be) in accordance
                  with the Note Trust Deed.

--------------------------------------------------------------------------------
14       SECURITY TRUST DEED

         The parties to this Supplementary Bond Terms Notice agree to comply
         with clause 12.12 of the Security Trust Deed.



                                                                         PAGE 38
<PAGE>
--------------------------------------------------------------------------------
15       MISCELLANEOUS

         15.1     BANKING DAY

                  Except where this Supplementary Bond Terms Notice expressly
                  provides to the contrary, where any determination, date,
                  payment, matter or thing falls under this Supplementary Bond
                  Terms Notice on a day which is not a Banking Day, then such
                  determination, date, payment, matter or thing shall be done or
                  extended to the first Banking Day thereafter.

         15.2     PROVISIONS OF THE MASTER TRUST DEED TO APPLY OTHER THAN AS SET
                  OUT HEREIN

                  Other than as expressly set out herein, or inconsistent with
                  this Supplementary Bond Terms Notice, but subject to clause
                  15.4, the provisions of the Master Trust Deed shall apply to
                  all Notes and to all Noteholders.

         15.3     LIMITATION OF LIABILITY

                  Without derogating from the generality of clause 15.2 nothing
                  in this Supplementary Bond Terms Notice shall, nor shall it be
                  construed as, limiting or in any way affecting the full
                  operation of clause 26 of the Master Trust Deed.

         15.4     AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF NOTES

                  For the purposes of clause 7.9 of the Master Trust Deed, the
                  aggregate Outstanding Principal Balance of Notes created on
                  the Bond Issue Date may exceed the then aggregate Outstanding
                  Principal Balance of the Portfolio of Mortgages attached to
                  the Bond Issue Direction.

         15.5     ATTORNEY

                  Each of the Attorneys executing this notice states that the
                  Attorney has no notice of alteration to, or revocation or
                  suspension of, the power of attorney appointing that Attorney.

--------------------------------------------------------------------------------
16       PRIVACY

         (a)      Each party to this Supplementary Bond Terms Notice
                  acknowledges that Personal Information may be exchanged
                  between the parties pursuant to the terms of this
                  Supplementary Bond Terms Notice.

         (b)      If Personal Information is exchanged between the parties, the
                  party which provides the Personal Information must ensure that
                  it obtains such consents, if any, as are required by the
                  Privacy Act 1988 (as amended by the Privacy Amendment (Private
                  Sector Act) 2000 to be obtained by that party in relation to
                  the collection, use or disclosure of the Personal Information.

         (c)      Each party to this Supplementary Bond Terms Notice undertakes
                  to use its best endeavours to ensure that at all times during
                  the term of this Supplementary Bond Terms Notice:



                                                                         PAGE 39
<PAGE>
                  (1)      Personal Information provided to it (the receiving
                           party) by another party (the providing party):

                           (A)      unless otherwise required by law, will be
                                    used only for the purpose of fulfilling the
                                    receiving party's obligations under the
                                    Transaction Documents; and

                           (B)      except as expressly provided pursuant to the
                                    Transaction Documents, will not be disclosed
                                    to any third party unless express consent in
                                    writing is obtained from the providing
                                    party; and

                  (2)      in addition to the obligation under clause 16(b)
                           above, it will comply with the Privacy Act 1988 (as
                           amended by the Privacy Amendment (Private Sector Act)
                           2000 and all applicable regulations, principles,
                           standards, codes of conduct or guidelines concerning
                           the handling of Personal Information under that Act
                           or with any request or direction arising directly
                           from or in connection with the proper exercise of the
                           functions of the Privacy Commissioner.

         (d)      In this clause 16, "Personal Information" has the same meaning
                  as in the Privacy Act 1988.

         (e)      Notwithstanding anything else contained in this clause 16,
                  paragraphs (a) to (c) above do not apply to the Note Trustee,
                  the Principal Paying Agent, the Calculation Agent or the Note
                  Registrar. Each of the Note Trustee, the Principal Paying
                  Agent, the Calculation Agent and the Note Registrar agrees to
                  comply with all privacy legislation applicable to it.





                                                                         PAGE 40
<PAGE>



Dated:   [##] 2003


TRUSTEE

SIGNED BY

PERPETUAL TRUSTEES AUSTRALIA LIMITED

by its attorney under Power of Attorney

dated

in the presence of:
                   ----------------      ---------------------------------------


-----------------------------------      ---------------------------------------
Witness                                  Attorney


-----------------------------------      ---------------------------------------
Name (please print)                      Name (please print)



MANAGER

SIGNED BY

ME PORTFOLIO MANAGEMENT LIMITED

by its attorney under Power of Attorney

dated

in the presence of:


-----------------------------------      ---------------------------------------
Witness                                  Attorney


-----------------------------------      ---------------------------------------
Name (please print)                      Name (please print)




                                                                         PAGE 41
<PAGE>


SECURITY TRUSTEE

SIGNED BY

PERPETUAL TRUSTEE COMPANY LIMITED

by its attorney under Power of Attorney

dated

in the presence of:

-----------------------------------      ---------------------------------------
Witness                                  Attorney


-----------------------------------      ---------------------------------------
Name (please print)                      Name (please print)

NOTE TRUSTEE

SIGNED BY

THE BANK OF NEW YORK

by its Authorised Signatory in the

presence of:

-----------------------------------       --------------------------------------
Witness                                   Authorised Signatory


-----------------------------------       --------------------------------------
Name (please print)                       Name (please print)






                                                                         PAGE 42
<PAGE>


SCHEDULE 1


                         SUPPLEMENTARY BOND TERMS NOTICE

                    SMHL GLOBAL FUND NO. 4 - LIQUIDITY NOTES



To:      Perpetual Trustees Australia Limited (the "Trustee"), ABN 86 000 431
         827, as trustee of the SMHL Global Fund No. 4.

From:    ME Portfolio Management Limited, ABN 79 005 964 134.

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1        FUNCTION

         This Supplementary Bond Terms Notice:

         (a)      accompanies a Securitisation Fund Bond Issue Direction dated
                  [##] 2003 as the same may be amended from time to time, in
                  relation to a proposed issue of Notes by the Trustee;

         (b)      sets out the Supplementary Bond Terms for the Notes comprised
                  in the Class named in the Bond Issue Direction as the "SMHL
                  Global Fund No. 4 - Liquidity Notes"; and

         (c)      shall be entered into the Register by the Trustee pursuant to
                  clause 23.1(f) of the Master Trust Deed.

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2        DEFINITIONS AND INTERPRETATION

         2.1      DEFINITIONS

                  In this Supplementary Bond Terms Notice (including clause 1),
                  unless the context indicates a contrary intention:

                  BOND ISSUE DIRECTION means the Securitisation Fund Bond Issue
                  Direction referred to in clause 1(a).

                  FINAL MATURITY DATE means the earlier of:

                  (a)      1 October 2029; and

                  (b)      the date declared to be the Final Maturity Date in
                           accordance with clause 5.

                  INTEREST AMOUNT means, in relation to a Liquidity Note and an
                  Interest Period, interest on that Liquidity Note for that
                  Interest Period calculated in accordance with clause 3.2.

                  INTEREST PERIOD has the same meaning as in the SMHL Global
                  Fund No. 4 Bond Terms for the Class B Notes.

                  INTEREST RATE has, in relation to an Interest Period, the same
                  meaning as in the SMHL Global Fund No. 4 Bond Terms for Class
                  B Notes.

                  ISSUE DATE means the Bond Issue Date relating to the Liquidity
                  Notes.


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                  SMHL GLOBAL FUND NO. 4 BOND TERMS means the Supplementary Bond
                  Terms Notice dated on or about the date of this Supplementary
                  Bond Terms Notice in respect of the Securitisation Fund and
                  providing terms of issue for the Class A Notes and Class B
                  Notes.

                  LIQUIDITY NOTES means the Bonds (as defined in the Master
                  Trust Deed) comprised in the Class named in the Bond Issue
                  Direction as "SMHL Global Fund No. 4 -Liquidity Notes", issued
                  by the Trustee pursuant to the Bond Issue Direction and in
                  accordance with the Master Trust Deed.

                  LIQUIDITY NOTEHOLDER means initially P.T. Limited (as nominee
                  for Perpetual Trustees Australia Limited as Trustee for SF11
                  Securitisation Fund), and thereafter each person who is from
                  time to time entered in the Register as the holder of a
                  Liquidity Note.

                  MANAGER means ME Portfolio Management Limited.

                  MASTER TRUST DEED means the Master Trust Deed dated 4 July
                  1994 made between the Trustee and the Manager and providing
                  for the establishment of a series of separate trusts known
                  collectively as the Superannuation Members' Home Loans Trusts,
                  as amended from time to time.

                  ORIGINAL PRINCIPAL BALANCE means, in relation to a Liquidity
                  Note, the initial Face Value of the Liquidity Note.

                  OUTSTANDING PRINCIPAL BALANCE means, at any time in relation
                  to a Liquidity Note, the Original Principal Balance of the
                  Liquidity Note minus all repayments of principal made in
                  relation to the Liquidity Note.

                  PAYMENT DATE has the same meaning as in the SMHL Global Fund
                  No. 4 Bond Terms for Class B Notes.

                  PRINCIPAL COLLECTIONS has the same meaning as in the SMHL
                  Global Fund No. 4 Bond Terms.

                  SECURITISATION FUND means the Securitisation Fund established
                  under the Master Trust Deed known as the SMHL Global Fund No.
                  4.

                  SECURITY TRUST DEED means the Security Trust Deed for the
                  Securitisation Fund.

                  TRUSTEE means Perpetual Trustees Australia Limited, in its
                  capacity as trustee of the Securitisation Fund.

         2.2      INCORPORATION OF MASTER TRUST DEED DEFINITIONS

                  Subject to clause 2.1, each term or expression used herein
                  that is defined in the Master Trust Deed (as amended by the
                  SMHL Global Bond Terms) and is not defined herein shall have
                  the same meaning herein unless the context otherwise requires
                  or unless otherwise defined herein.

         2.3      INTERPRETATION

                  The provisions of clause 1.2 of the Master Trust Deed shall be
                  incorporated, mutatis mutandis, into this Supplementary Bond
                  Terms Notice, except that references to the SMHL Global Fund
                  No. 4 Bond Terms are to the SMHL Global Fund No. 4 Bond Terms
                  as at the Bond Issue Date.




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3        INTEREST ON THE LIQUIDITY NOTE

         3.1      INTEREST

                  Each Liquidity Note bears interest calculated, and payable in
                  arrears, in accordance with this clause 3 and clause 7 until
                  the Final Maturity Date or the date on which the Outstanding
                  Principal Balance of the Liquidity Note is reduced to zero
                  (whichever is the earlier).

         3.2      CALCULATION OF INTEREST

                  Interest on each Liquidity Note is calculated for each
                  Interest Period:

                  (a)      on the daily Outstanding Principal Balance of the
                           Liquidity Note during that Interest Period;

                  (b)      at the Interest Rate for the Liquidity Note for that
                           Interest Period; and

                  (c)      on the actual number of days in that Interest Period
                           and assuming a year of 365 days.

         3.3      PAYMENT OF INTEREST

                  On each Payment Date, the Manager must direct the Trustee to
                  pay, and the Trustee must subject to clause 7, pay the
                  Interest Amount for each Liquidity Note for the Interest
                  Period to which that Payment Date relates.

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4        PAYMENT OF PRINCIPAL ON THE NOTES

         4.1      FINAL MATURITY DATE

                  The Outstanding Principal Balance of each Liquidity Note must,
                  subject to clause 7, be repaid in full on the Final Maturity
                  Date.

         4.2      REDUCTION IN PRINCIPAL BALANCE

                  On each Payment Date, the Trustee must (at the direction of
                  the Manager) comply with clause 5.5 of the SMHL Global Fund
                  No. 4 Bond Terms and each repayment of principal of the
                  Liquidity Notes must be applied as between each Liquidity Note
                  as the Manager may from time to time determine until the
                  Outstanding Principal Balance for each Liquidity Note is
                  reduced to zero. Each payment of principal in respect of a
                  Liquidity Note under this Supplementary Bond Terms Notice
                  reduces the Outstanding Principal Balance of the Liquidity
                  Note by the amount of that payment. The Trustee has no
                  obligation to make any payment under this clause 4 in respect
                  of the Liquidity Notes in excess of the Outstanding Principal
                  Balance of the Liquidity Notes immediately prior to that
                  payment being made.

         4.3      CANCELLATION ON REPAYMENT

                  Upon the reduction of the Outstanding Principal Balance of the
                  Liquidity Notes to zero by repayment of principal in
                  accordance with this Supplementary Bond

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                  Terms Notice and payment of all the Interest Amounts in
                  relation to that Liquidity Bond, the Liquidity Note is
                  cancelled.

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5        NOTES CALLABLE AT OPTION OF TRUSTEE

         If the Trustee declares a date to be the Final Maturity Date of the
         Notes issued pursuant to the SMHL Global Fund No. 4 Bond Terms in
         accordance with the SMHL Global Fund No. 4 Bond Terms, the Trustee must
         declare, and the Manager must direct the Trustee to declare, by giving
         not less than 5 Banking Day's notice to the Liquidity Noteholder, that
         same date to be the Final Maturity Date for the Liquidity Notes.

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6        CASH COLLATERAL

         The Trustee and Manager must:

         (a)      comply with the terms of clause 5 of the SMHL Global Fund No.
                  4 Bond Terms; and

         (b)      not make any variation or amendment to the SMHL Global Fund
                  No. 4 Bond Terms without the consent of the Liquidity
                  Noteholder.

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7        DISTRIBUTION OF COLLECTIONS

         7.1      DISTRIBUTION OF COLLECTIONS

                  Subject to the terms of the Security Trust Deed, on each
                  Payment Date, the Trustee must apply the Interest Collections
                  and the Principal Collections for the relevant Calculation
                  Period in accordance with the SMHL Global Fund No. 4 Bond
                  Terms.

         7.2      RIGHTS FOR REPAYMENT OF PRINCIPAL

                  The rights of the Liquidity Noteholder to receive payment of
                  or towards the Outstanding Principal Balance are subject to
                  clause 6.3 of the SMHL Global Fund No. 4 Bond Terms.

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8        NOTIFICATIONS OF CALCULATIONS ETC

         The Manager must, not later than two Banking Days before each Payment
         Date advise the Trustee in writing of the Outstanding Principal Balance
         of all Liquidity Notes following the making of all payments to be made
         on that Payment Date in accordance with the SMHL Global Fund No. 4 Bond
         Terms and this Supplementary Bond Terms Notice.


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9        NOTICE TO NOTEHOLDERS

         (a)      (NOTICES): The Manager shall from time to time advise the
                  Liquidity Noteholder of the Interest Amount, Principal
                  Entitlement and Outstanding Principal Balance on the Liquidity
                  Notes.

         (b)      (METHOD OF NOTICES): A notice to the Liquidity Noteholder
                  pursuant to clause 9(a) must be given in writing sent to the
                  address or facsimile number of the Liquidity Noteholder then
                  appearing in the Register.

         (c)      (NON-RECEIPT): The Manager shall not be liable for the
                  accidental omission to give to, or the non-receipt or late
                  receipt by, the Liquidity Noteholder of a notice pursuant to
                  this clause 9.

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10       RESTRICTION ON TRANSFER

         For the purposes of clause 8.1 of the Master Trust Deed the Liquidity
         Noteholder may not transfer any Liquidity Note without the prior
         written consent of the trustee for the time being of the Fund on whose
         behalf it holds Liquidity Notes, the Security Trustee and provided the
         Manager receives from each Designated Rating Agency a confirmation that
         there will be no adverse change to the rating of the Notes.

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11       RATING AGENCY REQUIREMENTS

         11.1     DESIGNATED RATING AGENCIES

                  The Designated Rating Agencies for the Liquidity Notes are
                  Fitch Ratings, Moody's and S&P.

         11.2     DESIGNATED RATINGS

                  The Liquidity Notes are not rated and have no Designated
                  Rating.

         11.3     INVESTMENT OF FUND

                  The Trustee and the Manager must comply with the SMHL Global
                  Fund No. 4 Bond Terms insofar as they relate to:

                  (a)      the investment of the Assets of the Fund in
                           Authorised Investments; and

                  (b)      the exercise of their respective powers under the
                           Master Trust Deed with respect to the setting of the
                           rate of interest payable on or in respect of Loans
                           secured by Mortgages comprised in the Assets of the
                           Fund.

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12       MISCELLANEOUS

         12.1     BANKING DAY

                  Where any determination, date, payment, matter or thing falls
                  under this Supplementary Bond Terms Notice on a day which is
                  not a Banking Day, then


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                  such determination, date, payment, matter or thing shall be
                  done or extended to the first Banking Day thereafter.

         12.2     PROVISIONS OF THE MASTER TRUST DEED TO APPLY OTHER THAN AS SET
                  OUT HEREIN

                  Other than as expressly set out herein, or inconsistent with
                  this Supplementary Bond Terms Notice, but subject to clause
                  12.3, the provisions of the Master Trust Deed shall apply to
                  all Notes and to all Noteholders.

         12.3     LIMITATION OF LIABILITY

                  Without derogating from the generality of clause 12.2 nothing
                  in this Supplementary Bond Terms Notice shall, nor shall it be
                  construed as, limiting or in any way affecting the full
                  operation of clause 26 of the Master Trust Deed.

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13       FINANCIAL DEFAULT

         For the purposes of the Securitisation Fund and all Transaction
         Documents relating to the Securitisation Fund, any failure by the
         Trustee to pay all or part of any Interest Amount on any Payment Date
         other than the Final Maturity Date does not constitute a Financial
         Default or an Event of Default for the purposes of the Security Trust
         Deed.





Dated:            [##] 2003



The attorney executing this notice states that he or she has no notice of,
alteration to, or revocation or suspension of, the power of attorney appointing
that attorney.

For and on behalf of ME Portfolio Management Limited by its attorney in the
presence of:







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Witness                                  Attorney


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Name (please print)                      Name (please print)