<PAGE>

                                                                     Exhibit 4.7


               -------------------------------------------------
                               DATED 1 AUGUST 2000

                            KINGFISHER MASTER TRUSTS
                                     MASTER
                              DEFINITIONS SCHEDULE

                        PERPETUAL TRUSTEE COMPANY LIMITED
                                   ("TRUSTEE")
                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                                  P.T. LIMITED
                              ("SECURITY TRUSTEE")

















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                           Facsimile (61 2) 9296 3999
                                  DX 113 Sydney
                                    Ref: SRF


<PAGE>
                                                                               1
--------------------------------------------------------------------------------
                  KINGFISHER MASTER TRUSTS
                  MASTER DEFINITIONS SCHEDULE

DATE:             1 August 2000

PARTIES:          PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) having
                  its registered office at Level 7, 39 Hunter Street, Sydney
                  ("TRUSTEE") ANZ CAPEL COURT LIMITED (ABN 30 004 768 807)
                  having its registered office at Level 17, 530 Collins Street,
                  Melbourne, Victoria 3000 ("TRUST MANAGER") P.T. LIMITED (ABN
                  67 004 454 666) having its registered office at Level 7, 39
                  Hunter Street, Sydney ("SECURITY TRUSTEE")


            1.1   The following terms, when used in any Transaction Document,
                  have the meaning set out below unless the context otherwise
                  requires:

                  ACCRUED INTEREST ADJUSTMENT means, with respect to a
                  Receivable, the amount of interest accrued and unpaid on that
                  Receivable as at the close of business on the day immediately
                  prior to a Cut-Off Date in respect of the transfer of that
                  Receivable.

                  ACKNOWLEDGMENT means an acknowledgment in respect of Notes
                  issued under the Master Trust Deed, in a form agreed between
                  the Trust Manager and the Trustee.

                  ADDITIONAL ADVANCES has the meaning (if any) given to it in
                  the relevant Supplemental Deed.

                  ADVERSE RATING EFFECT means an effect which either causes or
                  contributes to a downgrading or withdrawal of the rating given
                  to any Notes by a Designated Rating Agency.

                  AGENCY AGREEMENT means, in respect of a Trust, the agreement
                  (if any) with the words "Agency Agreement" and the name of the
                  Trust in its title dated on or about the date of the
                  Supplemental Deed for that Trust between, (as applicable), the
                  Trustee, the Trust Manager, the Note Trustee in respect of
                  that Trust, the Paying Agent(s) in respect of that Trust, the
                  Note Registrar, the Agent Bank and the Calculation Agent.

                  AGENT has, in respect of a Trust, the meaning given to that
                  term in the Agency Agreement for that Trust.

                  AGENT BANK means, in respect of a Trust, the person (if any)
                  appointed to act in that capacity under the Agency Agreement
                  for that Trust.

                  ASSETS means, in relation to a Trust, the right, title and
                  interest of the Trustee in the following (to the extent to
                  which they relate to the Trust):


<PAGE>
                                                                               2
--------------------------------------------------------------------------------
                  (a)   any Receivables and Related Securities held by the
                        Trustee;

                  (b)   cash on hand or at a Bank representing cleared or
                        immediately available funds;

                  (c)   Authorised Investments or any other investments;

                  (d)   amounts owing to the Trustee by Debtors;

                  (e)   any prepayment of expenditure;

                  (f)   any asset originated or acquired by the Trustee in
                        accordance with the Master Trust Deed and the
                        Supplemental Deed for that Trust;

                  (g)   the benefit of all representations, warranties,
                        undertakings, covenants, indemnities and promises made
                        by any party in favour of the Trustee under the
                        Transaction Documents;

                  (h)   other property as agreed in writing between the Trust
                        Manager and the Trustee; and

                  (i)   income, or amounts in the nature of income, accrued from
                        investments or other assets referable to the Trust to
                        the extent not included in the preceding paragraphs of
                        this definition.

                  AUDITOR means, at any time, the person appointed as the
                  auditor under clause 32.2 of the Master Trust Deed.

                  AUSTRACLEAR means Austraclear Limited or Austraclear Services
                  Limited (including, where applicable, the computer based
                  system for holding Notes and recording and settling
                  transactions in those Notes between members of that system
                  maintained by Austraclear).

                  AUTHORISATION means any authorisation, approval, consent,
                  licence, permit, franchise, permission, filing, registration,
                  resolution, direction, declaration or exemption from, by or
                  with a Governmental Agency.

                  AUTHORISED INVESTMENTS means, in respect of a Trust:

                  (a)   Cash;

                  (b)   bonds or other securities issued by the Commonwealth of
                        Australia or any State or Territory or instrumentality
                        of any of them or any statutory corporation which have
                        the highest long term rating available to be given by
                        the Designated Rating Agency; or

                  (c)   deposits with, or acquisition of certificates of deposit
                        or debt securities issued by, or bills of exchange,
                        promissory notes or other negotiable instruments,
                        accepted, drawn or endorsed by, a bank or other
                        financial institution which has either:

                        (i)   the highest short-term rating available to be
                              given by the Designated Rating Agency; or


<PAGE>
                                                                               3
--------------------------------------------------------------------------------
                        (ii)  if such investment has a maturity of 30 days or
                              less and does not exceed 20% of the Invested
                              Amount on the date of the investment, a rating
                              which is specified in the relevant Supplemental
                              Deed;

                  (d)   any other investments acceptable to the Designated
                        Rating Agency (provided they do not result in the Trust
                        becoming a Public Trading Trust or Corporate Unit Trust
                        for the purposes of Divisions 6C and 6B of Part III of
                        the Income Tax Assessment Act 1936 (or any similar
                        provision in substitution thereof)); and

                  (e)   any other asset which is specified in the relevant
                        Supplemental Deed as an Authorised Investment for the
                        relevant Trust.

                  AUTHORISED OFFICER means, in respect of a company, each
                  director and secretary of that company and any other person
                  appointed by the company to act as an authorised officer for
                  the purposes of the Transaction Documents and notified to the
                  other parties and, in the case of the Trustee or the Security
                  Trustee (as the case may be), also includes any officer of the
                  Trustee or the Security Trustee (as the case may be) who has
                  the word "manager" or "counsel" in his or her title and in the
                  case of the Trust Manager also includes a person whose title
                  includes "Head", "Director", "Associate Director" or "Manager"
                  and any person who is a duly appointed and appropriately
                  empowered attorney of the Trust Manager.

                  BANK has the meaning given to the expression "Australian bank"
                  in the Corporations Law.

                  BEARER NOTES means Book-Entry Notes or Definitive Notes.

                  BINDING PROVISION means any provision of the Code of Banking
                  Practice, any other binding code or arrangement and any laws
                  applicable to banks or other lenders in the business of making
                  retail home loans in force in Australia from time to time.

                  BLOCK VOTING INSTRUCTION means a dated document in the English
                  language issued by a Principal Paying Agent or a Paying Agent
                  in which:

                  (a)   it is certified that relevant Bearer Notes (not being
                        Bearer Notes in respect of which a Voting Certificate
                        has been issued and is outstanding in respect of the
                        meeting specified in such Block Voting Instruction or
                        any adjournment of that meeting) have been deposited
                        with the Principal Paying Agent or such Paying Agent (or
                        to its order at a bank or other depositary) and that no
                        such Bearer Notes will be released until the first to
                        occur of:

                        (i)   the conclusion of that meeting or any adjournment
                              of that meeting; and


<PAGE>
                                                                               4
--------------------------------------------------------------------------------
                        (ii)  the surrender, not less than 48 hours before the
                              time for which that meeting or adjournment of that
                              meeting is to be convened, of the receipt for each
                              such deposited Bearer Note which is to be released
                              to the Principal Paying Agent or such Paying Agent
                              which issued such receipt, coupled with notice
                              thereof being given by the Principal Paying Agent
                              or such Paying Agent to the Trustee;

                  (b)   it is certified that each depositor of such Bearer Notes
                        or a duly authorised agent on his or its behalf has
                        instructed the Principal Paying Agent or such Paying
                        Agent that the vote(s) attributable to his or its Bearer
                        Notes so deposited should be cast in a particular way in
                        relation to the resolution or resolutions to be put to
                        that meeting or any adjournment of that meeting and that
                        all such instructions are, during the period of 48 hours
                        prior to the time for which that meeting or adjourned
                        meeting is convened, neither revocable nor subject to
                        amendment;

                  (c)   the total number and the series and serial numbers on
                        the Bearer Notes so deposited are listed,
                        distinguishing, with regard to each resolution, between
                        those in respect of which instructions have been given
                        under paragraph (b) that the votes attributable to those
                        Bearer Notes should be cast in favour of the resolution
                        and those in respect of which instructions have been so
                        given that the votes attributable to those Bearer Notes
                        should be cast against the resolution; and

                  (d)   any Proxy named in such document is authorised and
                        instructed by the Principal Paying Agent or the Paying
                        Agent to cast the votes attributable to the Bearer Notes
                        so listed in accordance with the instructions referred
                        to in paragraph (c) as set out in such document.

                  BOOK-ENTRY NOTE means a book-entry note issued under the DTC's
                  or other clearing agencies' global book-entry system.

                  BORROWING means, in respect of a Trust, any amount borrowed or
                  raised by the Trustee in its capacity as trustee of the Trust.
                  BORROW has an equivalent meaning.

                  BUSINESS DAY means any day other than a Saturday, Sunday or
                  public holiday on which banks are open for business in
                  Melbourne and Sydney and any other city identified as a
                  relevant city in the relevant Supplemental Deed.

                  CALCULATION AGENT means, in respect of a Trust, the person
                  appointed to act in that capacity under the Agency Agreement
                  for that Trust.

                  CASH includes Cheques and the electronic transfer of funds.

                  CASHFLOW ALLOCATION METHODOLOGY means, in respect of a Trust,
                  the methodology specified in the Supplemental Deed for that
                  Trust.


<PAGE>
                                                                               5
--------------------------------------------------------------------------------
                  CHARGE, in respect of a Trust, means the charge (if any) over
                  all of the Assets of the Trust, granted to the Security
                  Trustee by the Trustee for the benefit of the Secured
                  Creditors in order to secure its obligations to the Secured
                  Creditors.

                  CHEQUE means a cheque, bank cheque or payment order.

                  CLASS has, in respect of a Trust, the meaning (if any) given
                  to it in the Supplemental Deed for that Trust.

                  CLEARED FUNDS means immediately available funds, so that if
                  they are paid to a recipient:

                  (a)   no further confirmation is required to vest the money in
                        the recipient; and

                  (b)   the property of the recipient in the funds cannot be
                        revoked by any person; and

                  (c)   no further action or lapse of time is required to enable
                        the recipient to pay those funds away.

                  CLEARING AGENCY PARTICIPANT means a broker, dealer, bank,
                  other financial institution or other person for whom from time
                  to time the Depository effects book-entry transfers and
                  pledges of securities deposited with the Depository.

                  CLEARING SYSTEM means either Clearstream-Luxembourg,
                  Austraclear, Euroclear or DTC, as the case may be.

                  CLEARSTREAM - LUXEMBOURG means Clearstream Banking, societe
                  anonyme, a limited liability company organised under the laws
                  of Luxembourg.

                  CLOSING DATE means, in respect of a transfer of Receivables
                  between any two parties as contemplated under the Master Trust
                  Deed or a Supplemental Deed, the date specified as such in the
                  relevant Receivables Transfer Direction or the relevant Sale
                  Notice, as the case may be.

                  CODE OF BANKING PRACTICE means the code so entitled issued by
                  the Australian Bankers Association in November 1993.

                  COLLECTION ACCOUNT means, in respect of each Trust, an account
                  opened and maintained by the Trustee in accordance with clause
                  27 of the Master Trust Deed which will bear a designation
                  clearly indicating that the funds deposited therein are held
                  for the benefit of that Trust.

                  COLLECTION PERIOD means, in respect of a Trust, the period
                  defined in the Supplemental Deed for that Trust.

                  COLLECTIONS, in respect of a Trust, has the meaning given to
                  it in the relevant Supplemental Deed for that Trust.


<PAGE>
                                                                               6
--------------------------------------------------------------------------------
                  COMPANY means Kingfisher Securitisation Pty Ltd.

                  COMPETENT AUTHORITY means a court, tribunal, authority,
                  ombudsman or other entity whose decisions, findings, orders,
                  judgments or determinations (howsoever reached) are binding on
                  the Seller, Trustee, the Security Trustee or the Servicer.

                  CONDITIONS means, in respect of a Trust, the terms and
                  conditions for any Bearer Notes issued for that Trust, as
                  annexed to the Note Trust Deed for that Trust (if any).

                  CONSUMER CREDIT CODE means the Consumer Credit Code set out in
                  the Appendix to the Consumer Credit (Queensland) Act 1994 as
                  in force or applied as a law of any jurisdiction of Australia
                  or the provisions of the Code set out in the Appendix to the
                  Consumer Credit (Western Australia) Act 1996 or the provisions
                  of the Code set out in the Appendix to the Consumer Credit
                  (Tasmania) Act 1996.

                  COUNSEL'S OPINION means one or more written opinions of legal
                  counsel (who may, except as otherwise expressly provided in
                  this deed, be employees or counsel of the Trustee or the Trust
                  Manager) acceptable to the Note Trustee of the relevant Trust
                  which:

                  (a)   are addressed to the Note Trustee of the relevant Trust
                        (and which may also be addressed to other persons);

                  (b)   are in a form satisfactory to, and are subject to such
                        qualifications and assumptions as are acceptable to, the
                        Note Trustee of the relevant Trust; and

                  (c)   comply, where applicable, with the TIA,

                  and which state, in the opinion of the legal counsel, the
                  matter to be opined upon.

                  COUNTERPARTY means, in respect of any Trust, any counterparty
                  which has the Required Credit Rating with which the Trustee
                  has entered into one or more Hedging Arrangements.

                  CP means any negotiable bearer or registered bond, note, bill
                  of exchange, promissory note or other debt instrument
                  (including, without limitation, commercial paper) with a
                  maturity of no more than 364 days. CP may be issued at a
                  discount or may be interest bearing. CP will not be issued as
                  promissory notes (as defined in the Bills of Exchange Act
                  1909).

                  COUPON RATE has, in respect of a Trust, the meaning (if any)
                  given to it in the Supplemental Deed for that Trust.

                  CUT-OFF DATE means in respect of:

                  (a)   a Receivable acquired by a Trust pursuant to the Master
                        Trust Deed, the date specified in the relevant Sale
                        Notice or the relevant Receivables Transfer Direction as
                        the date on which


<PAGE>
                                                                               7
--------------------------------------------------------------------------------
                  the Receivable is selected for acquisition by the Trustee in
                  respect of a Trust, with the actual transfer occurring on the
                  Closing Date; and

                  (b)   a Receivable of a Trust which is originated by the
                        Trustee, the date on which the Loan Agreement in respect
                        of the Receivable was executed.

                  DEALER AGREEMENT means, in relation to a Trust, each agreement
                  or deed made between parties including the Trustee, the Trust
                  Manager, the Lead Manager and other Panel Members which
                  contains provisions relating to the manner in which Notes (or
                  a Class of Notes) of that Trust will be issued by the Trustee.

                  DEBT INSTRUMENTS means any negotiable bearer or registered
                  bond, note, bill of exchange, promissory note or other debt
                  instrument (including, without limitation, commercial paper or
                  other bearer securities), whether or not having a fixed
                  maturity, whether having a fixed principal amount or an amount
                  linked to an index, whether bearing a fixed or variable rate
                  of interest or issued at a discount or otherwise, whether
                  containing provisions for the election by the Trustee or a
                  Note Holder for the payment of principal and/or interest or
                  for the redemption amount to be calculated by reference to an
                  index or formula or an option to put it to the Lead Manager at
                  specified intervals throughout the term of the instrument, or
                  for dealing with any other matter or whether issued on an
                  unsubordinated or subordinated basis, which are issued or to
                  be issued by the Trustee and referable to a Trust, to be
                  issued substantially on the terms and conditions set out in
                  the Master Trust Deed, as amended by the relevant Supplemental
                  Deed.

                  DEBTOR means, in relation to a Purchased Receivable, the
                  person who is obliged to make payments with respect to that
                  Purchased Receivable, whether as a principal or secondary
                  obligation (and in respect of a Receivable means the person
                  who is the account debtor under that Receivable), and
                  includes, where the context requires, any other person
                  obligated to make payments with respect to that Purchased
                  Receivable (including any mortgagor or guarantor).

                  DEED OF CHARGE means, in respect of a Trust, the deed (if any)
                  with the words "Deed of Charge" and the name of the Trust in
                  its title dated on or about the date of the Supplemental Deed
                  for that Trust between the Trustee, the Trust Manager, the
                  Security Trustee and the Note Trustee (if any) and under which
                  the Trustee creates a Security Interest over the Assets of
                  that Trust.

                  DEFAULTED HOUSING LOAN means a Housing Loan in respect of
                  which the Debtor fails to make a principal and interest
                  payment 31 days or more following the date due for payment
                  under the related Loan Agreement.

                  DEFINITIVE NOTE means a Note issued or to be issued, as the
                  case may be, by the Trustee in respect of a Trust in
                  accordance with the Note Trust Deed and the Conditions for
                  that Trust.


<PAGE>
                                                                               8
--------------------------------------------------------------------------------
                  DEPOSITORY means each organisation registered as a clearing
                  agency pursuant to section 17A of the Exchange Act that agrees
                  with the Trust Manager and the Trustee to hold Bearer Notes
                  (directly or through a nominee) and initially means DTC.

                  DESIGNATED RATING AGENCY has, in respect of a Trust, the
                  meaning given in the relevant Supplemental Deed.

                  DETERMINATION DATE means, in respect of a Trust, the relevant
                  day of each month specified in the Supplemental Deed for that
                  Trust.

                  DISTRIBUTION DATE means 30 September of each year and (if the
                  Trust Manager elects and notifies the Trustee) any other day
                  of any month.

                  DISTRIBUTION PERIOD means the period from the commencement of
                  a Trust up until and including the first Distribution Date and
                  thereafter the period commencing on the day after a
                  Distribution Date and ending on and including the next
                  Distribution Date. The last Distribution Period will end on
                  and include the later of the Termination Date of the relevant
                  Trust and the date upon which funds are distributed by the
                  Trustee in accordance with the terms of the Supplemental Deed
                  after the Termination Date.

                  DOLLARS, A$ AND $ means the lawful currency for the time being
                  of Australia or any other currency specified in a Supplemental
                  Deed.

                  DTC means The Depository Trust Company.

                  ELIGIBLE BANK means a bank that has a rating equivalent to or
                  higher than:

                  (a)   in the case of S&P, A-1+;

                  (b)   in the case of Moody's, P-1;

                  (c)   in the case of Fitch, F1+; and

                  (d)   an equivalent rating from another Designated Rating
                        Agency,

                  to the extent it is publicly rated by such Designated Rating
                  Agencies.

                  If the Notes in respect of the relevant Trust are not rated,
                  then Eligible Bank has the same meaning as Bank.

                  ELIGIBLE TRUST CORPORATION means any person eligible for
                  appointment as an institutional trustee under an indenture to
                  be qualified pursuant to the TIA as prescribed in section
                  310(a) of the TIA.

                  ELIGIBILITY CRITERIA means, in respect of a Trust, the
                  criteria set out in the Supplemental Deed for that Trust that
                  must be met by each Receivable before the Receivable will be
                  considered eligible for purchase by the Trustee as trustee of
                  that Trust.


<PAGE>
                                                                               9
--------------------------------------------------------------------------------
                  ENCUMBRANCE means any Security Interest, notice or direction
                  under section 218 or 255 of the Income Tax Assessment Act 1936
                  (Cwlth) or under section 74 of the Sales Tax Assessment Act
                  1992 (Cwlth) or under section 260-5 of the Taxation
                  Administration Act 1953 (Cwlth) or under any similar provision
                  of a State, Territory or Commonwealth law in favour of any
                  person other than the Security Trustee.

                  ENFORCEMENT EXPENSES means all expenses paid by the Servicer
                  in connection with the enforcement of any Receivable or any
                  Related Security.

                  EUROCLEAR means Euroclear Clearance System Societe
                  Cooperative, a Belgian cooperative corporation.

                  EVENT OF DEFAULT has, in respect of a Trust, the meaning given
                  to it in the Supplemental Deed or the Deed of Charge referable
                  to that Trust.

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

                  EXCHANGE DATE means the date on which Book-Entry Notes may be
                  exchanged for Definitive Notes under the relevant Note Trust
                  Deed.

                  EXTRAORDINARY EXPENSES means in relation to a Collection
                  Period any out of pocket expenses incurred by the Trustee in
                  respect of that Collection Period which are not Required
                  Payments for that Collection Period.

                  EXTRAORDINARY RESOLUTION means:

                  (a)   in relation to Voting Secured Creditors or a class of
                        Voting Secured Creditors, a resolution passed at a
                        meeting of the Voting Secured Creditors or the class of
                        the Voting Secured Creditors held in accordance with the
                        provisions of the Master Security Trust Deed or Global
                        Master Security Trust Deed (as the case may be) by:

                        (i)   a majority of not less than 75% of the votes of
                              such Voting Secured Creditors or class of Voting
                              Secured Creditors capable of being cast on it; or

                        (ii)  a written resolution signed by all of such Voting
                              Secured Creditors or class of Voting Secured
                              Creditors; and

                  (b)   in relation to Note Holders of a Trust (or a Class of
                        Note Holders of a Trust), a resolution passed at a
                        meeting of the Note Holders (or a Class of Note Holders,
                        as the case may be) held in accordance with the
                        provisions of the Master Trust Deed and the Note Trust
                        Deed by:

                        (i)   a majority of not less than 75% of the votes of
                              such Note Holders capable of being cast on it; or


<PAGE>
                                                                              10
--------------------------------------------------------------------------------
                        (ii)  a written resolution signed by all of such Note
                              Holders.

                  FACE VALUE means, at any time:

                  (a)   in respect of a Note in bearer form, the amount
                        expressed to be its face value on the face of the Note;

                  (b)   in respect of a Note not in bearer form, the amount
                        entered in the Register of Note Holders as its face
                        value; and

                  (c)   and for CP means:

                        (i)   the amount due at maturity in respect of any such
                              CP that is issued at a discount; or

                        (ii)  the principal amount of any such CP that bears
                              interest plus the interest to be paid on such CP
                              from the date of its issue to its stated maturity
                              date.

                  FAIR MARKET VALUE means, in relation to a Receivable and its
                  Related Security, the fair market value of that Receivable
                  agreed between the Trustee (acting on appropriate expert
                  advice) and the Seller, or in the absence of such agreement as
                  determined by the Auditor. The Fair Market Value must reflect
                  the status of the Receivable as a performing or non-performing
                  Receivable (as determined by the relevant Servicer) and any
                  benefit in respect of that Receivable which the intended
                  purchaser will have under any relevant Support Facility or
                  Insurance Policy (but in no case will be an amount exceeding
                  the Unpaid Balance for that Receivable).

                  FINAL MATURITY DATE means, in respect of a Note of a Trust,
                  the date specified as such in the Supplemental Deed for that
                  Trust.

                  FINANCIAL YEAR means, in respect of a Trust, a year ending on
                  the 30th day of September in any year, or that part of such a
                  year occurring at the commencement or termination of the
                  Trust.

                  FITCH means Fitch, Inc.

                  GENERAL INSURANCE POLICY means any insurance policy in force
                  issued in respect of the property the subject of any Mortgage
                  or Related Security in respect of a Receivable.

                  GOVERNMENTAL AGENCY means any government, whether federal,
                  state, territorial or local, and any minister, department,
                  office, commission, delegate, instrumentality, agency, board,
                  authority or organ thereof, whether statutory or otherwise.

                  GLOBAL MASTER SECURITY TRUST DEED means any deed with the
                  words "Global Master Security Trust Deed" in its title entered
                  into between the Trustee, the Trust Manager, the Security
                  Trustee and the Note Trustee which relates or is purported to
                  relate to one or more Trusts.


<PAGE>
                                                                              11
--------------------------------------------------------------------------------
                  GST means any goods and services tax, value added tax, retail
                  turnover tax or similar tax payable, imposed, levied,
                  collected, withheld or assessed by any Governmental Agency and
                  includes any interest, expenses, fine, penalty or other charge
                  payable or claimed in respect thereof.

                  HEDGING ARRANGEMENT means any interest rate swap, currency
                  swap, forward rate agreement, cap, collar, floor or other rate
                  or price protection transaction or agreement, any option with
                  respect to any such transaction or agreement, or any
                  combination of such transactions and agreements or similar
                  arrangements entered into by the Trustee in connection with:

                  (a)   Notes issued in respect of a Trust; or

                  (b)   any Asset of a Trust.

                  HOUSING LOAN means a Receivable secured by a Mortgage over
                  Land acquired for residential purposes.

                  INELIGIBLE RECEIVABLE has the meaning (if any) given in the
                  relevant Supplemental Deed.

                  INSOLVENCY EVENT means the happening of any of these events:

                  (a)   an application (other than a frivolous or vexatious
                        application or an application which is stayed within 15
                        Business Days) is made to a court or an order is made
                        that the relevant body corporate be wound up other than
                        for the purposes of a solvent reconstruction or
                        amalgamation;

                  (b)   an application is made to a court for an order
                        appointing a liquidator or provisional liquidator in
                        respect of the relevant body corporate, or one of them
                        is appointed, whether or not under an order;

                  (c)   a receiver, receiver and manager, liquidator, trustee or
                        similar officer is appointed in respect of any part of
                        the property of the relevant body corporate and such
                        appointment is not remedied within 15 Business Days;

                  (d)   an administrator is appointed to the relevant body
                        corporate or any steps are taken for the appointment of
                        an administrator to the relevant body corporate;

                  (e)   the relevant body corporate commences negotiations with
                        any one or more of its creditors with a view to the
                        general readjustment or rescheduling of its indebtedness
                        or makes a general assignment for the benefit of or a
                        composition with its creditors;

                  (f)   the relevant body corporate is or states that it is
                        unable to pay its debts as and when they fall due or is
                        deemed unable to pay its debts under any applicable
                        legislation (other than as a result


<PAGE>
                                                                              12
--------------------------------------------------------------------------------
                  of the failure to pay a debt or claim which is the subject of
                  a good faith dispute);

                  (g) anything analogous or having a substantially similar
                  effect to any of the events specified above happens under the
                  laws of any applicable jurisdiction.

                  INSURANCE POLICY means, in respect of a Receivable, any policy
                  of insurance in force in respect of a Receivable or its
                  Related Security, including:

                  (h)   any General Insurance Policy;

                  (i)   any Mortgage Insurance Policy.

                  INSURANCE PROCEEDS means any payments received by the
                  designated beneficiary of an Insurance Policy.

                  INTEREST AMOUNT has, in respect of a Trust, the meaning (if
                  any) given to it in the Conditions of the Bearer Notes issued
                  in respect of that Trust or, in respect of Registered Notes,
                  in the Supplemental Deed in respect of that Trust (as the case
                  may be).

                  INTEREST PERIOD has, in respect of a Trust, the meaning (if
                  any) given to it in the Conditions of the Bearer Notes issued
                  in respect of that Trust or, in respect of Registered Notes,
                  in the Supplemental Deed in respect of that Trust (as the case
                  may be).

                  INTEREST RATE has, in respect of a Trust, the meaning (if any)
                  given to it in the Conditions of the Bearer Notes issued in
                  respect of that Trust or, in respect of Registered Notes, in
                  the Supplemental Deed in respect of that Trust (as the case
                  may be).

                  INTERESTED PERSONS means a collective reference to the
                  Trustee, the Note Holders, the Note Owners, the Trust Manager
                  and all persons claiming through them and INTERESTED PERSON
                  means a several reference to all Interested Persons.

                  INVESTED AMOUNT in respect of a Trust has the meaning (if any)
                  given to it in the Supplemental Deed for that Trust.

                  ISSUE means a proposed issue of Notes by the Trustee in
                  accordance with the terms of the Master Trust Deed and the
                  relevant Supplemental Deed.

                  ISSUE DATE means the date of issue of Notes.

                  ISSUE NOTICE means a notice substantially in the form of
                  Schedule 4 of the Master Trust Deed.

                  ISSUE PRICE means the amount payable by a subscriber for a
                  Note in accordance with the relevant Supplemental Deed.

<PAGE>
                                                                              13
--------------------------------------------------------------------------------
                  JUNIOR NOTES has, in respect of a Trust, the meaning (if any)
                  given to it in the Supplemental Deed for that Trust.

                  JUNIOR NOTE HOLDERS has, in respect of a Trust, the meaning
                  (if any) given to it in the Supplemental Deed for that Trust.

                  LAND means:

                  (a)   land (including tenements and hereditaments corporeal
                        and incorporeal and every estate and interest in it
                        whether vested or contingent, freehold or Crown
                        leasehold, the terms of which lease is expressed to
                        expire not earlier than five years after the maturity of
                        the relevant Mortgage, and whether at law or in equity)
                        wherever situated and including any fixtures to land;
                        and

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

                  LEAD MANAGER means the person (if any) appointed as lead
                  manager by the Trust Manager from time to time pursuant to the
                  relevant Supplemental Deed or Dealer Agreement.

                  LIABILITIES means all liabilities of or referable to a Trust
                  (including liabilities accrued but not yet paid and fees and
                  expenses payable in accordance with clause 33 of the Master
                  Trust Deed) and any provision which the Trust Manager decides
                  in consultation with the Auditor should be taken into account
                  in determining the liabilities of the Trust.

                  LIQUIDITY FACILITY means, in respect of a Trust, the facility
                  provided in respect of that Trust by the Liquidity Facility
                  Provider of that Trust under the Liquidity Facility Agreement
                  for that Trust.

                  LIQUIDITY FACILITY AGREEMENT means, in respect of a Trust, the
                  agreement with those words and the name of that Trust in its
                  title and entered into between the Trustee, the Trust Manager
                  and the Liquidity Facility Provider for that Trust.

                  LIQUIDITY FACILITY PROVIDER means, in respect of a Trust, the
                  person acting as such under the Liquidity Facility Agreement
                  for that Trust.

                  LOAN AGREEMENT means, the documents which evidence the
                  obligation of a Debtor to repay a Receivable and to comply
                  with the other terms of that Receivable. Such documents
                  include any agreement, any commercial contract, any bill of
                  sale, any relevant Mortgage, any relevant loan agreement, any
                  relevant letter of offer or loan contract (countersigned or
                  accepted in writing by the Debtor or as otherwise permitted by
                  law) as such may be amended or replaced from time to time and
                  including, if applicable, any loan booklet in relation


<PAGE>
                                                                              14
--------------------------------------------------------------------------------
                  to the above Receivable, being a booklet issued by the Trustee
                  or a Seller which sets out certain standard terms and
                  conditions.

                  LOAN FILES means, in respect of a Receivable, such books,
                  records, paper and electronic files (whether originals or
                  copies) relating to that Receivable (other than the Title
                  Documents) which the Servicer has in its custody.

                  LVR means loan to value ratio and in respect to a Housing Loan
                  is expressed as a percentage and calculated by dividing the
                  Outstanding Balance of the Housing Loan as at the Cut-Off Date
                  by the value of the Land secured by the Mortgage as set out in
                  any valuation report obtained prior to the Cut-Off Date in
                  respect of the Housing Loan or, in the absence of a valuation
                  report, as determined by the Seller in accordance with its
                  credit policies.

                  MASTER SECURITY TRUST DEED means, the deed entitled "Master
                  Security Trust Deed Kingfisher Master Trusts" dated 1 August
                  2000 between the Trustee, the Trust Manager and the Security
                  Trustee.

                  MASTER SERVICER DEED means any deed with the words "Master
                  Servicer Deed" in its title entered into between the Trustee,
                  the Trust Manager and the Servicer which relates or is
                  purported to relate to one or more Trusts.

                  MASTER TRUST DEED means the deed entitled "Master Trust Deed
                  Kingfisher Master Trusts" dated 1 August 2000 between the
                  Trust Manager and the Trustee as amended by the deed entitled
                  "Kingfisher Master Trusts Amending Deed" dated 16 May 2001.

                  MATERIAL ADVERSE EFFECT means an event which (as determined by
                  the Trust Manager or the Trustee, as the context requires, or
                  by the Trust Manager in any other case) will materially and
                  adversely affect the amount of any payment to a Secured
                  Creditor or the timing of any such payment.

                  MONETARY RIGHTS means, with respect to any Receivables, all
                  moneys, present and future, actual or contingent, owing at any
                  time in respect of or in connection with such Receivables,
                  including all principal, interest, reimbursable costs and
                  expenses and any other amounts incurred by or payable to the
                  Trustee including any payments made by the Trustee on behalf
                  of the Debtor in relation to the Receivables, irrespective of
                  whether:

                  (a)   such amounts become due and payable before or after the
                        date of assignment for such Receivables; and

                  (b)   such amounts relate to advances made or other financial
                        accommodation provided by the Trustee to the Debtor
                        before or after the date of assignment for such
                        Receivables.

                  MOODY'S means Moody's Investors Service Inc.


<PAGE>
                                                                              15
--------------------------------------------------------------------------------
                  MORTGAGE means, in relation to a Receivable, each registered
                  mortgage over Land and the improvements on it situated in any
                  State or Territory of Australia, and over any other asset,
                  securing, amongst other things, payment of interest and the
                  repayment of principal and all other moneys in respect of the
                  Receivable notwithstanding that by its terms the mortgage may
                  secure other liabilities to the Seller (in the case of a
                  Receivable originated by a Seller) or to any other person (in
                  the case of a Receivable originated or acquired by the
                  Trustee), as the case may be.

                  MORTGAGE INSURANCE POLICIES has the meaning given in the
                  relevant Supplemental Deed.

                  MORTGAGE INSURER has the meaning provided in the relevant
                  Supplemental Deed.

                  MORTGAGOR means, with respect to a Receivable:

                  (a)   the relevant Debtor; and

                  (b)   where the context requires, the grantor of any Security
                        Interest created by the Mortgage in relation to the
                        Receivable.

                  NET ASSETS means, in respect of a Trust, the Assets of the
                  Trust less its Liabilities.

                  NET ANNUAL INCOME means the net income with respect to a Trust
                  under the provisions of the Income Tax Assessment Act 1936 (or
                  any similar provision of any replacement Act) for a Financial
                  Year.

                  NET TRUST INCOME, in respect of a Trust for a Financial Year,
                  means the amount calculated under clause 31.2 of the Master
                  Trust Deed for the Trust for the Financial Year.

                  NOTE HOLDER means in respect of a Note, the bearer or the Note
                  Owner for the time being (if the Note is in bearer form) of
                  the Note, or the person for the time being registered on the
                  Register of Note Holders as the holder of the Note (if the
                  Note is not in bearer form).

                  NOTE OWNER means, with respect to a Book-Entry Note, the
                  person who is the beneficial owner of such Book-Entry Note, as
                  reflected in the books of the Depository or in the books of a
                  person maintaining an account with the Depository (directly as
                  a Clearing Agency Participant or as an indirect participant,
                  in each case in accordance with the rules of the Depository).

                  NOTE REGISTER means, in respect of Bearer Notes for a Trust,
                  the register maintained in respect of those Bearer Notes in
                  accordance with the Note Trust Deed for that Trust.

                  NOTE REGISTRAR means, in respect of Bearer Notes for a Trust,
                  the person acting as the note registrar under and in
                  accordance with the Agency Agreement for that Trust.


<PAGE>
                                                                              16
--------------------------------------------------------------------------------
                  NOTE TRUST means the trust constituted under the Note Trust
                  Deed.

                  NOTE TRUST DEED means, in respect of a Trust, the deed (if
                  any) with the words "Note Trust Deed" and the name of the
                  Trust in its title dated on or about the date of the
                  Supplemental Deed for the Trust between the Trustee, the Trust
                  Manager and the Note Trustee for that Trust.

                  NOTE TRUSTEE means, in respect of a Trust, the person
                  specified as such in the Note Trust Deed for that Trust.

                  NOTES means the debt securities issued in respect of a Trust
                  in accordance with the Master Trust Deed and the Supplemental
                  Deed for that Trust in order to raise the funds required to
                  originate or acquire, or to continue to fund its holding of
                  Assets.

                  NOTICE OF CREATION OF TRUST means, in respect of a Trust, a
                  notice executed by the Trustee and the Trust Manager in
                  accordance with clause 3.1 of the Master Trust Deed.

                  ORIGINATION AND MANAGEMENT DEED means in respect of a
                  Receivable, an agreement made between the Trustee and an
                  Originator pursuant to which the Originator introduces
                  Receivables or other financial assets to the Trustee.

                  ORIGINATOR means each person that enters into an Origination
                  and Management Deed as an originator with the Trustee and a
                  Servicer.

                  OTHER SECURED LIABILITY means, in respect of a Related
                  Security, any financial accommodation (other than the
                  Purchased Receivable to which that Related Security relates)
                  provided by the Seller, the payment or repayment of which is
                  secured by a Related Security or an Encumbrance which is
                  assigned to a Trust.

                  OUTSTANDING BALANCE means the outstanding principal amount in
                  respect of the relevant Receivable. For clarification, the
                  Outstanding Balance:

                  (a)   includes interest and fees which have been capitalised
                        under the Receivable;

                  (b)   in respect of a Receivable in respect of which the
                        Debtor is in default of its obligations thereunder,
                        shall not be reduced until a claim under a Mortgage
                        Insurance Policy (if any) for that Receivable has been
                        paid or rejected by the relevant Mortgage Insurer.

                  PANEL MEMBERS means, in respect of a Trust, any party to the
                  Dealer Agreement (other than the Trustee, the Trust Manager
                  and the Lead Manager).

                  PANEL SOLICITOR has the meaning given to it (if any) in the
                  relevant Supplemental Deed.


<PAGE>
                                                                              17
--------------------------------------------------------------------------------
                  PANEL VALUER has the meaning given to it (if any) in the
                  relevant Supplemental Deed.

                  PAYING AGENT means, in respect of a Trust, each person
                  specified as such in the Agency Agreement for that Trust.

                  PAYMENT DATE means, in respect of a Trust, the dates specified
                  as such in the Supplemental Deed for that Trust.

                  PAYMENT MODIFICATION means, in respect of a Trust, any
                  alteration, addition or revocation of any provision of a
                  Transaction Document for that Trust or the Notes (including
                  the Conditions, as applicable) of that Trust which affects:

                  (a)   the amount, timing, place, currency or manner of payment
                        of principal or interest in respect of the Notes
                        including, without limitation, any modification to the
                        Stated Amount, Invested Amount, interest rate or
                        maturity date of the Notes, any relevant Conditions or
                        any provisions which specify the order of application of
                        the cashflows of that Trust (whether before or after the
                        occurrence of an Event of Default) or which would impair
                        the rights of Note Holders to institute suit for
                        enforcement of such payment on or after the due date for
                        such payment;

                  (b)   the definition of "Extraordinary Resolution" (insofar as
                        it relates to any Notes or any Class of Notes), any
                        provision of a Transaction Document which is specified
                        in the Conditions for the relevant Class of Notes or the
                        circumstances in which the consent or direction of an
                        Extraordinary Resolution of a Class of Note Holders is
                        required;

                  (c)   the provisions of the Supplemental Deed for that Trust
                        that specify the order in which the proceeds of
                        enforcement of the Deed of Charge in respect of that
                        Trust are to be applied; and

                  (d)   the requirements for altering, adding to or revoking any
                        provision of the Note Trust Deed or the Notes (including
                        the Conditions) for that Trust.

                  POWER OF ATTORNEY means, in respect of a Trust, each
                  irrevocable power of attorney which is given by the Seller in
                  favour of the Trustee.

                  PRESCRIBED PERIOD means, with respect to a Purchased
                  Receivable, a period of 120 days commencing on the Closing
                  Date relevant to that Purchased Receivable.

                  PRINCIPAL ADJUSTMENT means the amount of PRINCIPAL COLLECTIONS
                  in respect of a Purchased Receivable for the period from (and
                  including) the relevant Cut-Off Date up to (but excluding) the
                  relevant Closing Date.

                  PRINCIPAL COLLECTIONS has the same meaning as in the relevant
                  Supplemental Deed.


<PAGE>
                                                                              18
--------------------------------------------------------------------------------
                  PROXY means a person named as such in a Block Voting
                  Instruction.

                  PURCHASE PRICE has, in respect of Receivables proposed to be
                  disposed or acquired by the Trustee, the meaning given to such
                  in the Receivables Transfer Direction, the Sale Notice, the
                  Receivables Acquisition and Servicing Agreement or any other
                  agreement evidencing the offer for sale of Receivables.

                  PURCHASED RECEIVABLE has, in respect of a Trust, the meaning
                  given to it in the relevant Supplemental Deed.

                  RATED NOTES means any Notes of a Trust which are the subject
                  of a rating issued by the Designated Rating Agency for the
                  Trust.

                  RATED TRUST means any Trust where the Notes of that Trust are
                  Rated Notes.

                  RATING AGENCY NOTIFICATION means in respect of a planned or
                  proposed event or action, the provision of written notice to
                  each Designated Rating Agency at least 10 Business Days prior
                  to the implementation of such planned or proposed event or
                  action, or such shorter period ending upon each Designated
                  Rating Agency confirming in writing receipt of such notice.

                  RECEIVABLE means the right, title and interest in, to and
                  under any asset, including, without limitation, under:

                  (a)   a Housing Loan, construction loan, secured line of
                        credit or other secured revolving facility, commercial
                        loan, lease or debt owed pursuant to a trade receivable,
                        auto receivable and other receivables or any other form
                        of monetary obligation; or

                  (b)   Related Securities and other rights in respect of such
                        an asset.

                  RECEIVABLES ACQUISITION AND SERVICING AGREEMENT means, in
                  respect of a Trust, the agreement so entitled, or entitled
                  "loan acquisition and servicing agreement", entered into
                  between the Trustee, the Trust Manager and the person or
                  persons specified as the "seller" and the "servicer" in that
                  agreement.

                  RECEIVABLES TRANSFER DIRECTION means a direction by the Trust
                  Manager to the Trustee materially in the form of Schedule 3 to
                  the Master Trust Deed or in such other form as may from time
                  to time be agreed between the Trustee and the Trust Manager.

                  RECEIVER means a person or persons appointed under or by
                  virtue of the Master Security Trust Deed or the Global Master
                  Security Trust Deed (as the case may be) for a Trust as
                  receiver or receiver and manager.

                  REDRAW FACILITY means, in respect of a Trust, the facility
                  provided in respect of that Trust by the Redraw Facility
                  Provider of that Trust under the Redraw Facility Agreement for
                  that Trust.

                  REDRAW FACILITY AGREEMENT means, in respect of a Trust, the
                  agreement with those words and the name of that Trust in its
                  title and entered into between the Trustee, the Trust Manager
                  and the Redraw Facility Provider for that Trust.


<PAGE>
                                                                              19
--------------------------------------------------------------------------------
                  REDRAW FACILITY PROVIDER means, in respect of a Trust, the
                  person acting as such under the Redraw Facility Agreement for
                  that Trust.

                  REGISTER OF NOTE HOLDERS means the register maintained under
                  clause 19 of the Master Trust Deed.

                  REGISTERED NOTES means Notes, the details of which are entered
                  in the Register of Note Holders.

                  RELATED ENTITY of an entity means another entity which is
                  related to the first within the meaning of section 50 of the
                  Corporations Law or is in any economic entity (as defined in
                  any approved accounting standard) which contains the first.

                  RELATED SECURITY means, in respect of a Receivable:

                  (a)   any Mortgage;

                  (b)   any:

                        (i)   Security Interest (other than a Mortgage);

                        (ii)  guarantee, indemnity or other assurance; or

                        (iii) asset,

                        which, in either case, secures or otherwise provides for
                        the repayment or payment of the amount owing under the
                        Receivable; or

                  (c)   any Mortgage Insurance Policy or other Insurance Policy
                        (where it is not a Support Facility) (both present and
                        future) in respect of the Receivable.

                  RELEVANT ACQUIRER has the meaning given to it in clause 12.3
                  of the Master Trust Deed.

                  RELEVANT PARTIES has the meaning (if any) in respect of a
                  Trust as set out in the Supplement Deed for that Trust.

                  RELEVANT SECURED PROPERTY means, in respect of a Trust, the
                  Secured Property of that Trust over which the relevant Charge
                  has taken effect as a fixed charge where previously that
                  Charge had taken effect over that Secured Property as a
                  floating charge.

                  REPORTING STATEMENT means the statement to be provided by the
                  Trust Manager on or about each Determination Date in respect
                  of the immediately preceding Collection Period, in such form
                  and content as may be agreed between the Trust Manager, the
                  Trustee and each


<PAGE>
                                                                              20
--------------------------------------------------------------------------------
                  Designated Rating Agency from time to time, setting out such
                  details (if any) as are specified in the relevant Supplemental
                  Deed.

                  REPURCHASE PRICE means, in relation to a Housing Loan, the
                  then current Fair Market Value of such Housing Loan (taking
                  into account applicable insurance proceeds and other available
                  resources).

                  REQUIRED CREDIT RATING has, in respect of a Trust, the meaning
                  set out in the relevant Supplemental Deed.

                  REQUIRED PAYMENTS has, in respect of a Trust, the meaning set
                  out in the relevant Supplemental Deed.

                  REQUIRED SERVICER RATING has, in respect of a Trust, the
                  meaning (if any) set out in the relevant Supplemental Deed.

                  RESIDUAL CAPITAL UNIT means, in respect of a Trust, the unit
                  or units identified as such in the Supplemental Deed for that
                  Trust.

                  RESIDUAL CAPITAL UNITHOLDER means, in respect of a Trust, the
                  person or persons identified as such in the Supplemental Deed
                  for that Trust.

                  RESIDUAL INCOME UNIT means, in respect of a Trust, the unit or
                  units identified as such in the Supplemental Deed for that
                  Trust.

                  RESIDUAL INCOME UNITHOLDER means, in respect of a Trust, the
                  person or persons identified as such in the Supplemental Deed
                  for that Trust.

                  RESOLUTION means:

                  (a)   a resolution passed at a meeting:

                        (i)   on a show of hands, by the required majority or
                              percentage, as the case may be, of persons present
                              and voting, in person or by proxy; or

                        (ii)  if a poll is duly demanded, by the persons holding
                              the required majority of the Secured Moneys (in
                              the case of a meeting of Secured Creditors) or
                              percentage of the amount outstanding under the
                              Notes (in the case of a meeting of Note Holders);
                              or

                  (b)   where the law allows, a resolution in writing signed by
                        persons holding the required majority of the Secured
                        Moneys (in the case of a meeting of Secured Creditors)
                        or percentage of Notes (in the case of a meeting of Note
                        Holders).

                  SALE NOTICE means, in respect of a Trust, a notice issued by a
                  Seller in accordance with clause 7 of the Master Trust Deed.

                  S&P means Standard & Poor's Ratings Group.

                  SEC means the Securities and Exchange Commission of the United
                  States of America, as from time to time constituted and
                  created under the Exchange Act, or if at any time after the
                  execution of this deed the


<PAGE>
                                                                              21
--------------------------------------------------------------------------------
                  SEC is not existing and performing the duties now assigned to
                  it under the TIA, then the body performing those duties.

                  SECURED CREDITORS means, in respect of a Trust, the person or
                  persons (including classes of persons) (if any) identified as
                  such in the Deed of Charge referable to that Trust.

                  SECURED MONEY, in respect of a Trust, has the meaning (if any)
                  given to it in the Deed of Charge referable to that Trust.

                  SECURED PROPERTY, in respect of a Trust, has the meaning (if
                  any) given to it in the Deed of Charge referable to that
                  Trust.

                  SECURITY INTEREST means any bill of sale (as defined in any
                  statute), mortgage, charge, letter of credit, lien, pledge,
                  hypothecation, title retention arrangement, trust or power, as
                  or in effect as security for the payment of a monetary
                  obligation or the observance of any other obligation.

                  SECURITY PROVIDER means, in respect of a Debtor, the provider
                  of a Related Security securing the obligations of the Debtor
                  in respect of a Receivable.

                  SECURITY TRUST means the trust created by a Deed of Charge and
                  which is regulated by the Master Security Trust Deed or the
                  Global Master Security Trust Deed (as the case may be).

                  SECURITY TRUSTEE means the person appointed from time to time
                  to act as security trustee under the Master Security Trust
                  Deed or the Global Master Security Trust Deed (as the case may
                  be).

                  SELLER means, in respect of a Trust, the person named as such
                  in the relevant Supplemental Deed of the Trust and which is
                  approved by the Trust Manager and the Trustee.

                  SELLER TRUST means, in respect of a Trust, the trust (if any)
                  in favour of the Seller constituted under the Supplemental
                  Deed for that Trust.

                  SELLER TRUST ASSETS means, in relation to a Seller Trust, the
                  right, title and interest in:

                  (a)   the Other Secured Liabilities; and

                  (b)   the balance of the Related Securities, Title Documents
                        and Monetary Rights referred to in clause 6.3 of the
                        Master Trust Deed,

                  from time to time assigned to the Trustee of that Trust.

                  SENIOR NOTE has, in respect of a Trust, the meaning (if any)
                  given to it in the Supplemental Deed for that Trust.

                  SENIOR NOTE HOLDER has, in respect of a Trust, the meaning (if
                  any) given to it in the Supplemental Deed for that Trust.


<PAGE>
                                                                              22
--------------------------------------------------------------------------------
                  SERVICER means, in respect of a Trust, the person named as
                  such in the relevant Supplemental Deed or any other person
                  acting as the Servicer of the Receivables of a Trust.

                  SERVICER DEFAULT means an event as described in clause 3.1 of
                  the Master Servicer Deed.

                  SERVICER'S STATEMENT means the statement prepared for the
                  Trust Manager by the Servicer on each Determination Date for
                  each Trust pursuant to clause 2.8 of the Master Servicer Deed.

                  SERVICING PROCEDURES means the operational and servicing
                  procedures and policies adopted by the Servicer in accordance
                  with its credit and risk policy (as amended from time to
                  time).

                  SHARED SECURITY means any Security Interest, guarantee,
                  indemnity or other form of assurance that by its terms secures
                  the payment or repayment of any Housing Loan forming or to
                  form part of the Assets of a Trust and any other loan, credit
                  contract or other financial accommodation of whatever nature
                  forming or to form part of the Seller Trust Assets of a Seller
                  Trust.

                  SPECIFIED OFFICE in relation to:

                  (a)   a Note Registrar, means the offices of that Note
                        Registrar as specified in the Conditions or otherwise
                        under the relevant Agency Agreement as the offices of
                        the Note Registrar where surrenders of Notes for
                        transfer, exchange, replacement or redemption will occur
                        and where, in respect of one of such offices, the
                        Register of Noteholders will be kept, as varied from
                        time to time in accordance with the relevant Agency
                        Agreement;

                  (b)   a Paying Agent, means the office of that Paying Agent
                        specified in the Conditions or otherwise under the
                        relevant Agency Agreement as the office at which
                        payments in respect of the Notes will be made, as varied
                        from time to time in accordance with the relevant Agency
                        Agreement; and

                  (c)   a Calculation Agent, means the office of that
                        Calculation Agent specified in the Conditions or
                        otherwise under the relevant Agency Agreement as the
                        office at which the Calculation Agent will carry out its
                        duties under the relevant Agency Agreement, as varied
                        from time to time in accordance with the relevant Agency
                        Agreement.

                  STATED AMOUNT has, in respect of a Note, the meaning give to
                  it in the relevant Supplemental Deed.

                  SUBSTITUTE SERVICER means an entity appointed as Servicer
                  under clause 3.4 of the Master Servicer Deed.

                  SUPPLEMENTAL DEED means the deed with those words in its title
                  and referable to a Trust, which sets out the terms of the
                  Trust and the


<PAGE>
                                                                              23
--------------------------------------------------------------------------------
                  relative rights and priorities of persons in respect of that
                  Trust between (amongst other parties) the Trustee, the Trust
                  Manager and the Security Trustee.

                  SUPPORT FACILITIES means the agreements or arrangements
                  (including, without limitation, any Insurance Policy) entered
                  into by the Trustee at the direction of the Trust Manager for
                  the financial management, credit enhancement or liquidity
                  support of the assets and liabilities of a Trust which are
                  allocated to, entered into for the benefit of, or calculated
                  by reference to a Trust and as identified in the relevant
                  Supplemental Deed, but not including the Hedging Arrangements.

                  SUPPORT FACILITY PROVIDER means a person who provides a
                  Support Facility.

                  TAX includes any levy, charge, impost, fee, deduction, stamp
                  duty, financial institutions duty, bank account debit tax or
                  other tax of any nature payable, imposed, levied, collected,
                  withheld or assessed by any Governmental Agency and includes
                  any interest, expenses, fine penalty or other charge payable
                  or claimed in respect thereof but does not include any tax on
                  overall net personal income of the Trustee and TAXES and
                  TAXATION shall be construed accordingly.

                  TERMINATION DATE means the date of termination of a Trust as
                  specified in clause 4.2 of the Master Trust Deed.

                  THRESHOLD RATE has, in respect of a Trust, the meaning given
                  to it in the relevant Supplemental Deed.

                  TIA means the Trust Indenture Act of 1939 of the United States
                  of America as in force at the date of the relevant Note Trust
                  Deed or, if the relevant Note Trust Deed is first qualified
                  under the Trust Indenture Act after the issue of the relevant
                  Bearer Notes, as in force at the date of such qualification.

                  TITLE DOCUMENTS in respect of a Receivable means:

                  (a)   where the Receivable is a Housing Loan:

                        (i)   the certificate or other indicia of title (if any)
                              in respect of the Land the subject of the
                              Mortgage;

                        (ii)  the original or duplicate of any Related Security
                              documents;

                        (iii) any valuation report obtained in connection with
                              the Mortgage or any Related Security;

                        (iv)  any deed of priority or its equivalent in writing
                              entered into in connection with the Mortgage or
                              any Related Security;

                        (v)   the Loan Agreement (if other than a Mortgage); and


<PAGE>
                                                                              24
--------------------------------------------------------------------------------
                        (vi)  all other documents required to evidence the
                              Seller's or the Trustee's interest in the Land the
                              subject of the Mortgage, and the Related Security,

                        and any amendment or replacement of the documents
                        described in this sub-clause (a) and any such document
                        which is entered into, and under which rights arise,
                        after any assignment of the relevant Housing Loan and
                        Related Security by the Seller to the Trustee; and

                  (b)   where the Receivable is not a Housing Loan, the
                        documents (if any) specified as the "Title Documents" in
                        the relevant Supplemental Deed.

                        TITLE PERFECTION EVENT means in respect of a Trust:

                  (a)   the occurrence of an Insolvency Event in respect of the
                        Seller;

                  (b)   the Seller or the Servicer of that Trust fails to pay
                        Collections in accordance with the Master Trust Deed
                        within 3 Business Days of the due date for payment
                        except where the failure to pay is caused by an event
                        which is not within the control of the Seller or the
                        Servicer;

                  (c)   the Seller ceases to have a long term rating of at least
                        BBB in the case of S&P, at least BBB in the case of
                        Fitch and at least Baa2 in the case of Moody's or such
                        other rating as is specified in the relevant
                        Supplemental Deed; or

                  (d)   any other event specified in the relevant Supplemental
                        Deed.

                        TRANSFER means, in relation to a Mortgage, a duly
                        executed land titles office transfer form in registrable
                        form which, upon registration, is effective to transfer
                        the legal title to that Mortgage to the Trustee (or
                        another third party nominated by the Trustee) and in
                        relation to all other assets, any form of transfer which
                        is effective to transfer legal title in that asset to
                        the Trustee (or another third party nominated by the
                        Trustee).

                        TRANSACTION DOCUMENTS in respect of a Trust:

                  (a)   the Master Trust Deed;

                  (b)   the Master Security Trust Deed or the Global Master
                        Security Trust Deed (as specified in the relevant
                        Supplemental Deed);

                  (c)   the Deed of Charge for that Trust;

                  (d)   the Master Servicer Deed;

                  (e)   this deed;

                  (f)   the relevant Supplemental Deed;

                  (g)   any Sale Notice;


<PAGE>
                                                                              25
--------------------------------------------------------------------------------
                  (h)   any Receivables Acquisition and Servicing Agreement;

                  (i)   any Support Facilities for that Trust;

                  (j)   any Hedging Arrangements for that Trust; and

                  (k)   any other document specified as such in the relevant
                        Supplemental Deed.

                  TRUST means any trust constituted under the Master Trust Deed
                  (other than a Seller Trust).

                  TRUSTEE means Perpetual Trustee Company Limited (ABN 42 000
                  001 007) or any other person acting as the trustee of the
                  Trusts, and includes the Trust Manager when acting as the
                  trustee.

                  TRUSTEE DEFAULT means an event specified in clause 25.1 of the
                  Master Trust Deed.

                  TRUST FUND means, in respect of a Security Trust, each amount
                  held by the Security Trustee under clause 2.1 of the Master
                  Security Trust Deed or the Global Master Security Trust Deed
                  (as the case may be) in respect of the Security Trust together
                  with any other property and benefits which the Security
                  Trustee receives, has vested in it or otherwise acquires to
                  hold on the trusts of the Master Security Trust Deed or the
                  Global Master Security Trust Deed (as the case may be) and the
                  Deed of Charge for the Security Trust including, without
                  limitation, all the right, title and interest of the Security
                  Trustee in connection with the Deed of Charge referable to
                  that Security Trust and any property which represents the
                  proceeds of sale of any such property or proceeds of
                  enforcement of the Deed of Charge in respect of that Security
                  Trust.

                  TRUST MANAGER means ANZ Capel Court Limited (ABN 30 004 768
                  807) or any other person acting as the manager of the Trust,
                  and includes the Trustee when acting as the manager.

                  TRUST MANAGER DEFAULT means an event specified in clause 23.1
                  of the Master Trust Deed.

                  TRUST MANAGER'S EXPIRY DATE means, subject to clause 23.6 of
                  the Master Trust Deed, the date which falls 364 days after the
                  date of the Master Trust Deed.

                  UCC means the Uniform Commercial Code of the State of New
                  York.

                  UNIT means, in respect of a Trust, either a Residual Capital
                  Unit or a Residual Income Unit issued in respect of that
                  Trust.

                  UNITHOLDER means, in respect of a Trust, either a Residual
                  Capital Unitholder or a Residual Income Unitholder.

                  UNPAID BALANCE means, on any date in respect of a Receivable,
                  the sum of:


<PAGE>
                                                                              26
--------------------------------------------------------------------------------
                  (a)   the Outstanding Balance of that Receivable; and

                  (b)   the unpaid amount of all taxes, fees, finance charges,
                        interest payments and other amounts accrued on or
                        payable under or in connection with that Receivable.

                  VALUER means an independent qualified valuer proposed by the
                  Servicer and agreed with the Trustee or, failing agreement,
                  appointed by the Auditor.

                  VESTING DATE means, in respect of a Security Trust, the
                  eightieth anniversary of the date of the Master Security Trust
                  Deed or the Global Master Security Trust Deed (as the case may
                  be).

                  VOTING CERTIFICATE means a dated certificate in the English
                  language issued by a Principal Paying Agent or a Paying Agent
                  in which it is stated:

                  (a)   that on the date of such certificate, relevant Bearer
                        Notes (not being Bearer Notes in respect of which a
                        Block Voting Instruction has been issued and is
                        outstanding in respect of the meeting specified in such
                        Voting Certificate or any adjournment of that meeting)
                        bearing specified series and serial numbers were
                        deposited with the Principal Paying Agent or Paying
                        Agent (or to its order at a bank or other depositary)
                        and that the relevant Bearer Notes will not be released
                        until the first to occur of:

                        (i)   the conclusion of the meeting specified in such
                              certificate or any adjournment of that meeting;
                              and

                        (ii)  the surrender of the Voting Certificate to the
                              Principal Paying Agent or such Paying Agent which
                              issued the same; and

                  (b)   that the bearer of such certificate is entitled to
                        attend and vote at that meeting or any adjournment of
                        that meeting in respect of the Bearer Notes represented
                        by such certificate.

                  VOTING ENTITLEMENT means, on a particular date and in respect
                  of a Trust, the number of votes which a Secured Creditor would
                  be entitled to exercise if a meeting of Secured Creditors were
                  held on that date, calculated as the number computed by
                  dividing the Secured Money owing to that Secured Creditor in
                  respect of that Trust on the relevant day by $10.

                  VOTING SECURED CREDITOR means, in respect of a Trust:

                  (a)   for so long as the Secured Moneys of the Note Holders
                        are 75% or more of the then total Secured Moneys:

                        (i)   if any Senior Notes remain outstanding, the Note
                              Trustee (or, if the Note Trustee has become bound
                              to notify, or seek directions from, the related
                              Senior Note



<PAGE>
                                                                              27
--------------------------------------------------------------------------------
                  Holders or to take steps and/or to proceed under the relevant
                  Note Trust Deed and fails to do so as and when required by
                  that Note Trust Deed and such failure is continuing, the
                  related Senior Note Holders); or

                        (ii)  if no Senior Note then remains outstanding, the
                              Junior Note Holders; and

                  (b)   otherwise:

                        (i)   if any Senior Note remains outstanding, the Note
                              Trustee (or, if the Note Trustee has become bound
                              to notify, or seek directions from, the related
                              Senior Note Holders or to take steps and/or to
                              proceed under the relevant Note Trust Deed and
                              fails to do so as and when required by that Note
                              Trust Deed and such failure is continuing, the
                              related Senior Note Holders); and

                        (ii)  each other then Secured Creditor (other than the
                              Note Trustee and the Senior Note Holders).

                  WAREHOUSE FACILITY AGREEMENT means, in respect of a Trust, the
                  Warehouse Facility Agreement (if any) referred to in the
                  relevant Supplemental Deed pursuant to which the relevant
                  Warehouse Lender provides a loan facility to the Trustee.

                  WAREHOUSE LENDER means, in respect of a Trust, a bank,
                  financial institution or other person (if any) identified in
                  the relevant Supplemental Deed providing a loan facility to
                  the Trustee under a Warehouse Facility Agreement.

                  WAREHOUSE RECEIVABLE has the meaning (if any) given to it in
                  the relevant Supplemental Deed.

                  WAREHOUSE TRUST means a Trust constituted under the Master
                  Trust Deed (excluding any Seller Trust) which originates or
                  acquires Receivables and Related Securities from a Seller or
                  from the Trustee (in its capacity as trustee of another Trust)
                  with the proceeds of financial accommodation provided under a
                  Warehouse Facility Agreement.

                  WRITTEN RESOLUTION means a written resolution signed by all
                  Secured Creditors.

            1.2   In the Transaction Documents, unless the contrary intention
                  appears:

                  (a)   a reference to a Transaction Document or another
                        instrument or agreement includes any variation or
                        replacement of them;

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


<PAGE>
                                                                              28
--------------------------------------------------------------------------------
                  (c)   the singular includes the plural and vice versa;

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

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

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

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

                  (h)   a reference to an accounting term is to be interpreted
                        in accordance with the accounting standards under the
                        Corporations Law, schedule 5 to the Corporations
                        Regulations and, if not inconsistent with those
                        accounting standards and that schedule, generally
                        accepted principles and practices in Australia
                        consistently applied by a body corporate or as between
                        bodies corporate and over time;

                  (i)   a reference to any thing (including, without limitation,
                        the Secured Money, any other amount and the Secured
                        Property) is a reference to the whole and each part of
                        it and a reference to a group of persons is a reference
                        to all of them collectively, to any two or more of them
                        collectively and to each of them individually; and

                  (j)   a reference to any Transaction Document includes a
                        reference to any applicable schedule or annexure of it;
                        and

                  (k)   subject to the provisions related to deemed receipt of
                        notices and other communications under the Transaction
                        Documents, each party will only be considered to have
                        knowledge or awareness of, or notice of, any thing, or
                        grounds to believe any thing, by virtue of the officers
                        of that party (or a Related Entity of that party) having
                        day to day responsibility for the administration or
                        management of that party's (or a Related Entity of that
                        party's) obligations in relation to a Trust or a Seller
                        Trust, including their respective Assets, having actual
                        knowledge, actual awareness or actual notice of that
                        thing, or grounds or reason to believe that thing (and
                        similar references will be interpreted in this way). In
                        addition, notice, knowledge or awareness of an Event of
                        Default, Trust Manager Default or Servicer Default means
                        notice, knowledge or awareness of the occurrence of the
                        events or circumstances constituting an Event of
                        Default, Trust Manager Default or Servicer Default (as
                        the case may be).


<PAGE>
                                                                              29
--------------------------------------------------------------------------------
                  (l)   a reference to the "fraud, gross negligence or wilful
                        default" of the Trustee, the Security Trustee, the Note
                        Trustee or the Trust Manager means the fraud, gross
                        negligence or wilful default of the Trustee, the
                        Security Trustee, the Note Trustee or the Trust Manager
                        (as the case may be) and of its officers, employees,
                        agents and any other person where the Trustee, the
                        Security Trustee, the Note Trustee or Trust Manager (as
                        the case may be) is liable for the acts or omissions of
                        such other person under the terms of any Transaction
                        Document; and

                  (m)   a reference to "wilful default" in relation to the
                        Trustee, the Note Trustee, the Trust Manager or the
                        Security Trustee means any wilful failure to comply
                        with, or wilful breach by, the Trustee, the Note
                        Trustee, the Trust Manager or the Security Trustee (as
                        the case may be) of any of its obligations under any
                        Transaction Document, other than a failure or breach
                        which:

                        (i)

                            (A)  arose as a result of a breach by a person other
                                 than the Trustee, the Note Trustee, the Trust
                                 Manager or the Security Trustee (as the case
                                 may be), or any other person contemplated by
                                 paragraph 1.2(l); and

                            (B)  the performance of the action (the
                                 non-performance of which gave rise to such
                                 breach) is a precondition to the Trustee, the
                                 Note Trustee, the Trust Manager or the
                                 Security Trustee (as the case may be)
                                 performing the said obligation;

                        (ii)  is in accordance with a lawful court order or
                              direction or required by law; or

                        (iii) is:

                            (C)  in accordance with a proper instruction or
                                 direction of the Secured Creditors given at a
                                 meeting of Secured Creditors convened pursuant
                                 to the Master Security Trust Deed or the Global
                                 Master Security Trust Deed (as the case may
                                 be); and

                            (D)  in accordance with any proper instruction or
                                 direction of the Note Holders given at a
                                 meeting convened pursuant to the Master Trust
                                 Deed.

HEADINGS

                  1.3   Headings are inserted for convenience and do not affect
                        the interpretation of any Transaction Document.


<PAGE>
                                                                              30
--------------------------------------------------------------------------------
BUSINESS DAY

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

TRUSTEE'S CAPACITY

                  1.5   In each Transaction Document, except where expressly
                        provided to the contrary:

                        (a)   a reference to the Trustee is a reference to the
                              Trustee in its capacity as trustee of a particular
                              Trust only, and in no other capacity; and

                        (b)   a reference to the undertaking, assets, business,
                              money or any other thing of or in relation to the
                              Trustee is a reference to such undertaking,
                              assets, business, money or other thing of or in
                              relation to the Trustee only in its capacity as
                              trustee of a particular Trust only, and in no
                              other capacity; and

                        (c)   in the definition of "INSOLVENCY EVENT", in
                              respect of the Trustee or the Security Trustee, a
                              reference to the "relevant body corporate" is a
                              reference:

                              (i)   in the case of the Trustee, to the Trustee
                                    in its capacity as trustee of the relevant
                                    Trust or personally, but not the Trustee
                                    in its capacity as trustee of any other
                                    Trust or trust; and

                              (ii)  in the case of the Security Trustee, to the
                                    Security Trustee in its personal capacity
                                    and not in its capacity as trustee of any
                                    trust.

EXECUTED as a deed

<PAGE>
                                                                              31
--------------------------------------------------------------------------------
EXECUTION PAGE
================================================================================

<TABLE>
<S>                                                           <C>
SIGNED, SEALED AND DELIVERED by                      )
as attorney for PERPETUAL TRUSTEE COMPANY LIMITED    )
under power of attorney dated                        )
                                                     )
in the presence of:                                  )
                                                     )
 ...............................................      )
Signature of witness                                 )
                                                     )
 ...............................................      )
Name of witness (block letters)                      )
                                                     )
 ...............................................      )
Address of witness                                   )          ...............................................
                                                     )          By executing this deed the attorney states that
 ...............................................      )          the attorney has received no notice of
Occupation of witness                                )          revocation of the power of attorney
                                                     )






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


                                                     )
SIGNED, SEALED AND DELIVERED by                      )
as attorney for ANZ CAPEL COURT LIMITED under        )
power of attorney dated                              )
                                                     )
</TABLE>

<PAGE>
                                                                              32
--------------------------------------------------------------------------------
<TABLE>
<S>                                                           <C>
in the presence of:                                  )
                                                     )
 ...............................................      )
Signature of witness                                 )
                                                     )
 ...............................................      )
Name of witness (block letters)                      )
                                                     )          ...............................................
 ...............................................      )          By executing this deed the attorney states that
Address of witness                                   )          the attorney has received no notice of
                                                     )          revocation of the power of attorney
 ...............................................      )
Occupation of witness
</TABLE>