<PAGE>

                                                                     Exhibit 4.1

                                                              Conformed Document

                                Master Trust Deed







                              Date: 8 October 1997


             (Incorporating Deed of Amendment dated 17 October 1997)





                  Securitisation Advisory Services Pty Limited

                                     Manager





                        Perpetual Trustee Company Limited

                                     Trustee








                                   CLAYTON UTZ
                             Solicitors & Attorneys
                                  Levels 27-35
                              No.1 O'Connell Street
SY                          (C) Copyright Clayton Utz
                                  DNEY NSW 2000
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                                                             Page
<C>          <S>                                                                                                  <C>
1.           DEFINITIONS AND INTERPRETATION                                                                           1

1.1          Definitions                                                                                              1
1.2          Interpretation                                                                                          11
1.3          Series Supplements                                                                                      13
1.4          Business Day                                                                                            13

2.           APPOINTMENT OF TRUSTEE AND MANAGER                                                                      13

2.1          Appointment of Trustee                                                                                  13
2.2          Appointment of Manager                                                                                  13

3.           DECLARATION OF TRUST AND CONSTITUTION OF THE
             SERIES TRUSTS                                                                                           14

3.1          Declaration of Trust                                                                                    14
3.2          Date of Constitution of First Series Trust                                                              14
3.3          Date of Constitution of Additional Series Trusts                                                        14
3.4          Name of Series Trusts                                                                                   14
3.5          No limit to number of Series Trusts                                                                     14
3.6          Commencement and Termination of Series Trusts                                                           14

4.           UNITS IN A SERIES TRUST                                                                                 15

4.1          Beneficial Interest in a Series Trust Divided into Units                                                15
4.2          Nature of a Unit                                                                                        15
4.3          Units May be Divided into Classes                                                                       15
4.4          Rights and Entitlements of Units                                                                        15
4.5          Restrictions on Units                                                                                   15
4.6          Distributions to Unitholders                                                                            15

5.           SERIES SUPPLEMENT                                                                                       15

5.1          Contents of Series Supplement - Mandatory                                                               15
5.2          Contents of Series Supplement - Optional                                                                17
5.3          Manager Must Deliver Proposed Series Supplement to Trustee                                              18
5.4          Execution of the Series Supplement                                                                      18

6.           SECURITIES                                                                                              18

6.1          Acknowledgement of Indebtedness                                                                         18
</TABLE>

                                                                             (i)
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                                                             Page
<C>          <S>                                                                                                   <C>
6.2          Terms of Securities                                                                                     18
6.3          Payment Entitlement of Securityholders                                                                  18
6.4          No Limit on Securities                                                                                  18
6.5          Excluded Issue, Offer or Invitation only                                                                18
6.6          Denomination of Securities                                                                              19
6.7          Securities Not Invalid if Issued in Breach                                                              19
6.8          Location of Securities                                                                                  19
6.9          No Discrimination between Securityholders                                                               19

7.           LIMITS ON RIGHTS OF INVESTORS                                                                           19

7.1          Limitation on Entitlement of Investors                                                                  19
7.2          Subordination of Unitholder's Interest to Securityholder Entitlement                                    20
7.3          Further Limit on Interest of Securityholders                                                            21
7.4          No Other Relationship                                                                                   21
7.5          Investors Bound by this Deed                                                                            21
7.6          Investors Not Liable                                                                                    21
7.7          Covenant Not to Claim against Investors                                                                 21

8.           PROCEDURE FOR THE ISSUE OF SECURITIES                                                                   22

8.1          Issue of Securities                                                                                     22
8.2          Manager's Power to Negotiate Terms of Securities                                                        22
8.3          Dealer Agreement                                                                                        22
8.4          Further Issues of Securities                                                                            22
8.5          Issue of Unrated Securities                                                                             23
8.6          Issue of Security                                                                                       23

9.           REGISTER                                                                                                23

9.1          Establishment of Register                                                                               23
9.2          Details on Register                                                                                     23
9.3          Correctness of the Register                                                                             24
9.4          Notification of Change by Investors                                                                     24
9.5          Inspection of the Register                                                                              24
9.6          Copy of Register for Manager                                                                            24
9.7          Closure of the Register                                                                                 24
9.8          Closed to calculate Investor Entitlements                                                               25
9.9          Non-recognition of Equitable Interests                                                                  25
9.10         Appointment of Third Party Registrar                                                                    25
9.11         Manager to Provide Information                                                                          25
</TABLE>

                                                                            (ii)
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                                                             Page
<C>          <S>                                                                                                   <C>
9.12         Conclusiveness of Register                                                                              25
9.13         Rectification of Register                                                                               26

10.          TRANSFER OF SECURITIES AND UNITS                                                                        26

10.1         No Restriction on Transfer                                                                              26
10.2         Form of Transfer                                                                                        26
10.3         Execution of Transfer                                                                                   26
10.4         Restrictions on Transfer                                                                                26
10.5         Trustee May Refuse to Register                                                                          27
10.6         Trustee Not Bound to Give Reasons                                                                       27
10.7         Registration of Transferee as Investor                                                                  27
10.8         No Transfer if Register Closed                                                                          27
10.9         Rights and Obligations of Transferee                                                                    28
10.10        Receipt of Transfers                                                                                    28
10.11        Transfer Received When Register Closed                                                                  28
10.12        Issue of Certificate                                                                                    28
10.13        Execution of Certificate                                                                                28
10.14        Worn Out or Lost Certificate                                                                            29
10.15        Payments to Transferee                                                                                  29
10.16        Marked Security Transfers                                                                               29
10.17        Reliance on Documents                                                                                   29
10.18        Specimen Signatures                                                                                     30
10.19        Persons Entitled on Transmission                                                                        30
10.20        Registration on Transmission                                                                            30
10.21        Notice of Election                                                                                      30
10.22        Rights of Transmittee Prior to Registration                                                             30

11.          BANK ACCOUNTS                                                                                           30

11.1         Separate Bank Accounts for each Series Trust                                                            30
11.2         Additional Bank Accounts                                                                                30
11.3         Comply with Requirements of Series Supplement                                                           31
11.4         Identifying Name of Bank Account                                                                        31
11.5         Restricted use of Bank Account                                                                          31
11.6         Operation of Bank Account                                                                               31
11.7         Manager, Nominated Servicer and Nominated Seller Not to Deal with
             Bank Accounts                                                                                           31
11.8         Payment of Moneys Into Bank Account                                                                     31
11.9         Withdrawals                                                                                             32
</TABLE>

                                                                           (iii)
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                                                             Page
<C>          <S>                                                                                                   <C>
12.          INVESTMENT OF TRUST FUNDS                                                                               32

12.1         Principal Investment Policy                                                                             32
12.2         Investment Proposals                                                                                    32
12.3         Maturity of Authorised Short-Term Investments                                                           33
12.4         Limitation on Acquisition of Authorised Short-Term Investments                                          33
12.5         No Sale of Authorised Short-Term Investments Prior to their Maturity
             Date                                                                                                    33
12.6         Voting Rights of Investments                                                                            34
12.7         Assets and Liabilities of Series Trust                                                                  34
12.8         No Aggregation of Liabilities                                                                           34
12.9         Designation and Discharge of Liabilities                                                                35
12.10        No Mixture of Assets                                                                                    35
12.11        No Co-mingling                                                                                          35
12.12        Series Trusts and Other Trusts                                                                          35

13.          INCOME AND CAPITAL OF A SERIES TRUST                                                                    35

13.1         Determination of Net Accounting Income                                                                  35
13.2         Determination of Net Tax Income                                                                         36
13.3         Manager to Make Allocations                                                                             36
13.4         Present Entitlement                                                                                     36

14.          REPRESENTATIONS AND WARRANTIES                                                                          36

14.1         General Representations and Warranties                                                                  36
14.2         Repetition of Representations and Warranties                                                            37

15.          MANAGER'S DUTIES AND UNDERTAKINGS                                                                       37

15.1         Manager's General Duty                                                                                  37
15.2         Manager's Covenants                                                                                     37
15.3         Manager to have discretion                                                                              39
15.4         Act on Expert Advice                                                                                    39
15.5         Negotiation in Relation to Support Facilities                                                           40
15.6         Monitor Support Facilities                                                                              40
15.7         Manager's Power to Delegate                                                                             40
15.8         Manager May Replace or Suspend Attorneys                                                                40
15.9         Manager Remains Liable for its Agents                                                                   41
15.10        No Power to bind Trustee, Nominated Servicer or Nominated Seller                                        41
15.11        Indemnity for Legal costs                                                                               41
15.12        Indemnity for Legal Costs for Alleged Default                                                           41
</TABLE>

                                                                            (iv)
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                                                             Page
<C>          <S>                                                                                                   <C>
15.13        Extent of Liability of Manager                                                                          42
15.14        Right of Indemnity                                                                                      42
15.15        Further Limitation of Liability of Manager                                                              42
15.16        Neither Manager nor Delegate liable                                                                     42

16.          TRUSTEE'S POWERS, DUTIES, COVENANTS, INDEMNITIES
             AND LIABILITIES                                                                                         43

16.1         Trustee's Powers                                                                                        43
16.2         Act in Interests of Unitholders and the Securityholders                                                 43
16.3         Trustee's Covenants                                                                                     43
16.4         Specific Powers of Trustee                                                                              44
16.5         Refusal to Exercise Powers                                                                              47
16.6         Act on Expert Advice                                                                                    47
16.7         Absolute Discretion                                                                                     48
16.8         Delegation of Duties of Trustee                                                                         48
16.9         Related Body Corporate of the Trustee                                                                   48
16.10        Indemnity of Trustee                                                                                    48
16.11        Trustee Indemnified for Costs etc                                                                       49
16.12        General Business Costs of Trustee                                                                       51
16.13        Series Trust Creditors                                                                                  51
16.14        If Trustee Fails to Exercise Care                                                                       51
16.15        Variation of clause 16.14                                                                               52
16.16        No Restriction on Action                                                                                52
16.17        Limited Recourse of Series Trust Creditors                                                              52
16.18        Limitation of Liability of Trustee                                                                      53
16.19        Neither Trustee nor Delegate Liable                                                                     53
16.20        Legal Proceedings                                                                                       54
16.21        Proceedings in Respect of Series Trust or Series Trust Asset                                            54
16.22        Consents to Legal Proceedings                                                                           55
16.23        Registration and Holding of Investments                                                                 55
16.24        Limitation of Trustee's Personal Liability                                                              56
16.25        No Liability for Breach by Custodian of Custodial Role                                                  56
16.26        Incur Costs Without Approval                                                                            56
16.27        No Liability for Non-payment                                                                            56
16.28        No Duty to Investigate                                                                                  56

17.          FURTHER PROVISIONS REGARDING POWERS ETC.                                                                56

17.1         Limitation of liability of Trustee and Manager                                                          56
17.2         Dealings with Series Trust                                                                              57
</TABLE>

                                                                             (v)
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                                                             Page
<C>          <S>                                                                                                   <C>
17.3         Application of clause 17.2                                                                              58
17.4         Signatures                                                                                              58
17.5         Dealings with Instruments                                                                               58
17.6         Disclosure of Information                                                                               59

18.          REMUNERATION OF MANAGER AND TRUSTEE                                                                     59

18.1         Management Fee                                                                                          59
18.2         Trustee Fee                                                                                             59

19.          RETIREMENT OF TRUSTEE                                                                                   59

19.1         Trustee Must Retire                                                                                     59
19.2         Manager May Require the Trustee to Retire                                                               60
19.3         Manager May Remove Trustee from Office                                                                  60
19.4         Trustee May Retire                                                                                      60
19.5         Substitute Trustee                                                                                      61
19.6         Release of Trustee                                                                                      61
19.7         Rating Agencies Advised                                                                                 61
19.8         Indemnity                                                                                               61
19.9         Assets to Vest in Substitute Trustee                                                                    62
19.10        Restriction on Security issues                                                                          62

20.          MANAGER DEFAULT AND RETIREMENT OF MANAGER                                                               62

20.1         Manager Default                                                                                         62
20.2         Replacement of Manager                                                                                  62
20.3         Retirement of Manager                                                                                   62
20.4         Appointment of Substitute Manager                                                                       63
20.5         Trustee to act as Manager                                                                               63
20.6         Settlement of Amounts Owing by Trustee to the Manager                                                   63
20.7         Payments to Manager                                                                                     63
20.8         Manager to Provide Full Co-operation                                                                    63
20.9         Indemnity                                                                                               63

21.          AUDITOR                                                                                                 64

21.1         Appointment                                                                                             64
21.2         Qualification of Auditors                                                                               64
21.3         Remuneration                                                                                            64
21.4         Removal                                                                                                 64
21.5         Auditor May Retire                                                                                      64
</TABLE>

                                                                            (vi)
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                                                             Page
<C>          <S>                                                                                                   <C>
21.6         Trustee to Appoint New Auditor                                                                          64
21.7         Auditor May be Auditor of Nominated Servicer, Manager or Trustee                                        64
21.8         Access to Working Papers                                                                                65
21.9         Scope of Audit Duties                                                                                   65
22.          ACCOUNTS AND AUDIT                                                                                      65

22.1         Maintenance of Accounting Records                                                                       65
22.2         Accounts                                                                                                66
22.3         Audit of Accounts                                                                                       66
22.4         Information to Auditor                                                                                  66
22.5         Availability of Audited Accounts                                                                        66
22.6         Statutory Returns                                                                                       66

23.          PAYMENTS TO INVESTORS                                                                                   67

23.1         Methods of Payment                                                                                      67
23.2         Satisfaction and Discharge                                                                              67
23.3         Cheques and Notices                                                                                     67
23.4         No Interest on Payment of Amounts to Investors After Due Date                                           67
23.5         Deduction of Taxes                                                                                      68
23.6         Rounding Down of Payments                                                                               68
23.7         Payments Netting                                                                                        68

24.          NOTICES                                                                                                 68

24.1         Notices                                                                                                 68
24.2         Initial addresses                                                                                       69
24.3         Deemed Receipt                                                                                          69
24.4         Notices to Investors                                                                                    69
24.5         Information to Rating Agency by Manager                                                                 70
24.6         Manager to Notify Rating Agencies                                                                       70
24.7         Late Notice                                                                                             71

25.          AMENDMENT TO TRUST DEED AND SERIES SUPPLEMENT                                                           71

25.1         Supplemental Deed of Variation                                                                          71
25.2         Amendments Prejudicial to Unitholders of a Class                                                        72
25.3         Amendments Prejudicial to all Unitholders of a Series Trust                                             72
25.4         Amendments Prejudicial to Securityholders of a Class                                                    72
25.5         Amendments Prejudicial to all Securityholders of a Series Trust                                         72
25.6         Manager's Certificate Relating to Rating of Securities                                                  73
</TABLE>

                                                                           (vii)
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                                                             Page
<C>          <S>                                                                                                   <C>
25.7         No Variation may Contradict Transaction Documents                                                       73

26.          MEETINGS OF INVESTORS                                                                                   73

26.1         Convening of Meetings by Manager or Trustee                                                             73
26.2         Notice of Meetings                                                                                      73
26.3         Chairman                                                                                                74
26.4         Quorum                                                                                                  74
26.5         Adjournment                                                                                             74
26.6         Voting Procedure                                                                                        75
26.7         Right to Attend and Speak                                                                               76
26.8         Appointment of proxies                                                                                  76
26.9         Corporate Representatives                                                                               77
26.10        Rights of Representatives                                                                               77
26.11        Powers of a Meeting of Securityholders                                                                  77
26.12        Extraordinary Resolution Binding on Relevant Investors                                                  78
26.13        Minutes and Records                                                                                     78
26.14        Written resolutions                                                                                     78
26.15        Further Procedures for Meetings                                                                         79

27.          MISCELLANEOUS                                                                                           79

27.1         Inspection of Transaction Documents                                                                     79
27.2         Certificates by Manager                                                                                 79
27.3         Waivers, Remedies Cumulative                                                                            79
27.4         Rights Cumulative                                                                                       80
27.5         Retention of Documents                                                                                  80
27.6         Governing Law                                                                                           80
27.7         Jurisdiction                                                                                            80
27.8         Severability of Provisions                                                                              80
27.9         Counterparts                                                                                            80
27.10        No Revocation of Power of Attorney                                                                      80
</TABLE>

                                                                          (viii)
<PAGE>

THIS MASTER TRUST DEED is made in the Australian Capital Territory on 8 October
1997

BETWEEN       SECURITISATION ADVISORY SERVICES PTY LIMITED, ACN 064 133 946, a
              company incorporated in the State of New South Wales and having an
              office at Level 8, 48 Martin Place, Sydney (hereinafter included
              in the expression the "Manager")

AND           PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007, a company
              incorporated in the State of New South Wales and having an office
              at Level 3, 39 Hunter Street, Sydney (hereinafter included in the
              expression the "Trustee")

RECITALS:

A.     It is intended by this Deed to provide for the establishment of an
       initial Series Trust and for the possible future establishment of further
       Series Trusts, to be collectively known as the "Medallion Trusts" (or
       such other name as may from time to time be agreed between the Trustee
       and Manager, subject to any approvals required by law).

B.     Each Series Trust will be established for the purpose of securitising
       pools of Approved Financial Assets that may be assigned from time to time
       by a Nominated Seller to the Trustee in its capacity as trustee of the
       Series Trust.

C.     If the Trustee in its capacity as trustee of a Series Trust acquires a
       pool of particular Approved Financial Assets from a Nominated Seller, it
       will fund its acquisition of these by the issue of Securities in its
       capacity as trustee of the Series Trust.

D.     The Trustee and the Manager have agreed to act as trustee and manager
       respectively of each Series Trust on the terms and conditions of this
       Deed and the Series Supplement relating to that Series Trust.

THIS DEED PROVIDES as follows:

 1.    DEFINITIONS AND INTERPRETATION

 1.1   Definitions

       In this Deed, unless the contrary intention appears:

       "1997-1 Series Supplement" means the first Series Supplement executed in
       accordance with this Deed.

       "Accounts" has the same meaning as given to "accounts" in section 9 of
       the Corporations Law.

       "Approved Accounting Standards" means:

                                                                              1.
<PAGE>

       (a)    the accounting standards from time to time approved under the
              Corporations Law;

       (b)    the requirements of the Corporations Law in relation to the
              preparation and content of accounts; and

       (c)    generally accepted accounting principles and practices in
              Australia, consistently applied, except where inconsistent with
              the standards or requirements referred to in paragraphs (a) or
              (b).

       "Approved Financial Assets" means any chose in action, whether present or
       future, relating to any indebtedness, borrowing, credit, money advanced,
       negotiable or other instrument, receivable, financial accommodation of
       whatever nature or any other thing or matter whatsoever and includes,
       where the context permits, any document, instrument or thing evidencing
       such chose in action, any guarantee, indemnity or Security Interest,
       insurance policy or other document or instrument securing or relating in
       any way to such chose in action and all rights, benefits, title and
       receipts to or of any of the foregoing.

       "Assets" in relation to a Series Trust or Other Trust means all assets
       and property, real and personal (including choses in action and other
       rights), tangible and intangible, present or future, held by the Trustee
       as trustee of the Series Trust or Other Trust, as the case may be, from
       time to time.

       "Auditor" in relation to a Series Trust means the auditor for the time
       being of that Series Trust appointed under clause 21.

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

       "Australian Dollars" and "$" means the lawful currency for the time being
       of the Commonwealth of Australia.

       "Authorised Short-Term Investments" in relation to a Series Trust means:

       (a)    bonds, debentures, stock or treasury bills issued by or notes or
              other securities issued by the Commonwealth of Australia or the
              government of any State or Territory of the Commonwealth of
              Australia;

       (b)    deposits with, or the acquisition of certificates of deposit
              issued by, a Bank;

       (c)    bills of exchange, which at the time of acquisition have a
              maturity date of not more than 200 days accepted, drawn on or
              endorsed (with recourse) by a Bank;

       (d)    debentures or stock of any public statutory body constituted under
              the laws of the Commonwealth of Australia or any State or
              Territory of the Commonwealth where the repayment of the principal
              secured and the interest payable on that principal is

                                                                              2.
<PAGE>

              guaranteed by the Commonwealth or the State or Territory;

       (e)    any other investments which are specified as Authorised Short-Term
              Investments in the Series Supplement relating to the Series Trust,

       in each case denominated in Australian Dollars.

       "Authorised Officer" means:

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

       (b)    in relation to the Nominated Seller or a Nominated Servicer, any
              person appointed by the Nominated Seller or the Nominated Servicer
              to act as an Authorised Officer of the Nominated Seller of
              Services for the purposes of the Transaction Documents; and

       (c)    in relation to the Manager, any person appointed by the Manager to
              act as an Authorised Officer of the Manager for the purposes of
              the Transaction Documents.

       "Authorised Trustee Corporation" has the same meaning as given to
       "authorised trustee corporation" in section 9 of the Corporations Law.

       "Bank" has the same meaning as given to "Australian bank" in section 9 of
       the Corporations Law.

       "Borrowing" means the borrowing or raising of money and the procuring of
       financial accommodation and "Borrow" has an equivalent meaning.

       "Business Day" means a day on which Banks are open for business in
       Sydney, but does not include a Saturday, a Sunday or a public holiday.

       "Certificate" means a Security Certificate or a Unit Certificate (as the
       case may be).

       "Charge" in relation to a Series Trust means the charge provided for in
       the Security Trust Deed for that Series Trust (if any).

       "Class" in relation to Securities or Units of a Series Trust means
       Securities or Units (as the case may be) having as amongst themselves the
       same rights or restrictions with regard to payments voting or otherwise
       and "Class" in relation to the Securityholders or Unitholders of a Series
       Trust has a corresponding meaning.

       "Closing Date" in relation to a Series Trust means the date specified as
       the Closing Date in the Series Supplement for the Series Trust.

       "Credit Enhancement" in relation to a Series Trust means any security,
       support, rights or benefits

                                                                              3.
<PAGE>

       made available to the Trustee in its capacity as trustee of the Series
       Trust in support of or in substitution for any Assets of the Series Trust
       or income or benefits arising in respect of such Assets and includes
       anything specified as a Credit Enhancement in the Series Supplement for
       the Series Trust.

       "Creditor" in relation to a Series Trust means a creditor of the Trustee
       in its capacity as trustee of the Series Trust (including, without
       limiting the generality of the foregoing, the Securityholders, the
       Manager, the Nominated Seller and the Nominated Servicer in relation to
       the Series Trust).

       "Custodian" in relation to a Series Trust has the meaning (if any) given
       to it in the Series Supplement for that Series Trust.

       "Cut-Off Date" in relation to a Series Trust means the date specified as
       the Cut-Off Date in the Series Supplement for the Series Trust.

       "Dealer Agreement" in relation to a Series Trust means each agreement or
       deed containing provisions relating to the manner in which Securities (or
       a Class of Securities) will be issued by the Trustee as trustee of that
       Series Trust.

       "Extraordinary Resolution" in relation to the Investors, the
       Securityholders, a Class of Securityholders, the Unitholders or a Class
       of Unitholders (as the case may be) means:

       (a)    a resolution passed at a meeting of the Investors, the
              Securityholders, the Class of Securityholders, the Unitholders or
              the Class of Unitholders (as the case may be) convened and held in
              accordance with clause 26 by a majority consisting of not less
              than three quarters of the votes cast thereat; or

       (b)    a resolution in writing pursuant to clause 26.14 signed by all the
              Investors, the Securityholders, the Class of Securityholders, the
              Unitholders or the Class of Unitholders (as the case may be).

       "Financial Year" in relation to a Series Trust means the period of 12
       months ending on the 30th day of June in any year or such other period
       that is the year of income of the Series Trust for the purposes of the
       Tax Act, provided that:

       (a)    the first Financial Year of a Series Trust is the period
              commencing on the date of the constitution of the Series Trust and
              ending on the next succeeding 30th day of June or the last day of
              the then current period which is the year of income of the Series
              Trust for the purposes of the Tax Act; and

       (b)    the last Financial Year of a Series Trust is the period to the
              date of termination of the Series Trust from the immediately
              preceding 1st day of July or the commencement of the then year of
              income of the Series Trust for the purposes of the Tax Act.

       "Governmental Agency" means the Federal Government of the Commonwealth of
       Australia,

                                                                              4.
<PAGE>

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

       "Hedge Agreement" in relation to a Series Trust means any interest rate
       or currency swap, option, cap, collar, forward rate agreement or other
       similar arrangement entered into by the Trustee as trustee of the Series
       Trust and includes anything specified to be a Hedge Agreement in the
       Series Supplement for the Series Trust.

       "Insolvency Event" in relation to a body corporate means any of the
       following events:

       (a)    an order is made that the body corporate be wound up;

       (b)    a liquidator, provisional liquidator, controller (as defined in
              the Corporations Law) or administrator is appointed in respect of
              the body corporate or a substantial portion of its assets whether
              or not under an order;

       (c)    except to reconstruct or amalgamate on terms reasonably approved
              by the Trustee (or in the case of a reconstruction or amalgamation
              of the Trustee, on terms reasonably approved by the Manager), the
              body corporate enters into, or resolves to enter into, a scheme of
              arrangement, deed of company arrangement or composition with, or
              assignment for the benefit of, all or any class of its creditors;

       (d)    the body corporate resolves to wind itself up, or otherwise
              dissolve itself, or gives notice of its intention to do so, except
              to reconstruct or amalgamate on terms reasonably approved by the
              Trustee (or in the case of a reconstruction or amalgamation of the
              Trustee, except on terms reasonably approved by the Manager) or is
              otherwise wound up or dissolved;

       (e)    the body corporate is or states that it is insolvent;

       (f)    as a result of the operation of section 459F(1) of the
              Corporations Law, the body corporate is taken to have failed to
              comply with a statutory demand;

       (g)    the body corporate takes any step to obtain protection or is
              granted protection from its creditors, under any applicable
              legislation;

       (h)    any writ of execution, attachment, distress or similar process is
              made, levied or issued against or in relation to a substantial
              portion of the body corporate's assets and is not satisfied or
              withdrawn or contested in good faith by the body corporate within
              21 days; or

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

                                                                              5.
<PAGE>

       "Interest Entitlement" in relation to a Security issued by the Trustee as
       trustee of a Series Trust and an Interest Payment Date means the amount
       of interest accrued in respect of that Security and due for payment on
       that Interest Payment Date, determined in accordance with the Series
       Supplement for the Series Trust.

       "Interest Payment Date" in relation to a Security issued by the Trustee
       as trustee of a Series Trust means each date for the payment of interest
       under that Security as specified in the Series Supplement for that Series
       Trust.

       "Investor" means a Securityholder or a Unitholder (as the case may be)
       and "Investors" in relation to a Series Trust means the Unitholders and
       Securityholders in relation to that Series Trust.

       "Investor Entitlement" in relation to a Securityholder or a Unitholder
       (as the case may be) of a Series Trust means the entitlement of the
       Securityholder or the entitlement of the Unitholder to the payment by the
       Trustee in its capacity as trustee of the Series Trust of its
       Securityholder Entitlement or Unitholder Entitlement (as the case may be)
       as determined in accordance with this Deed and the Series Supplement for
       the Series Trust.

       "Liabilities" in relation to a Series Trust means all costs, charges,
       expenses, outgoings and liabilities incurred by the Trustee in its
       capacity as trustee of the Series Trust and includes, without limiting
       the generality of the foregoing:

       (a)    all fees payable to the Manager, the Trustee and the Nominated
              Servicer for the Series Trust, in accordance with this Deed and
              the Series Supplement for the Series Trust;

       (b)    all amounts referred to in clause 16.11 relating to the Series
              Trust;

       (c)    all amounts which the Manager, the Nominated Servicer, or the
              Nominated Seller or the Nominated Servicer for the Series Trust,
              or any other person is entitled to be paid, reimbursed or
              indemnified for by the Trustee or out of the Series Trust under
              this Deed or the Series Supplement for the Series Trust;

       (d)    the principal amount of, and any interest, charges and other
              amounts under, any Borrowing by the Trustee as trustee of the
              Series Trust.

       "Liquidity Facility" in relation to a Series Trust means any liquidity
       facility entered into by the Trustee in its capacity as trustee of the
       Series Trust with a Bank or other financial institution and includes
       anything specified as a Liquidity Facility in the Series Supplement for
       the Series Trust.

       "Management Transfer" means the appointment of a new Manager in
       accordance with clause 20.

       "Manager" means Securitisation Advisory Services Pty Limited or if
       Securitisation Advisory Services Pty Limited retires or is removed as
       manager of the Series Trusts, any then Substitute

                                                                              6.
<PAGE>

       Manager and includes the Trustee when acting as the Manager in accordance
       with the terms of this Deed.

       "Manager Default" means the occurrence of any event specified in clause
       20.1.

       "Minimum Security Rating" has, in respect of Securities of a Series
       Trust, the meaning set out in the relevant Series Supplement.

       "Net Tax Income" in relation to a Series Trust for a Financial Year means
       the net income of the Series Trust for the Financial Year determined in
       accordance with section 95(1) of the Tax Act.

       "Net Accounting Income" in relation to a Series Trust for a Financial
       Year means the amount calculated under clause 13.1 for the Series Trust
       for the Financial Year.

       "Nominated Seller" in relation to a Series Trust means the person who
       sells or may sell Approved Financial Assets to the Trustee as trustee of
       the Series Trust as contemplated by the Series Supplement for the Series
       Trust and who is identified as the Nominated Seller for the Series Trust
       in its Series Supplement.

       "Nominated Servicer" in relation to a Series Trust at any given time
       means the person then appointed to act as servicer of the Approved
       Financial Assets held by the Trustee as trustee of the Series Trust.

       "Other Trust" means each trust (not being a Series Trust) which is
       established pursuant to the terms of a Series Supplement in accordance
       with clause 5.2 (b).

       "Payment Date" in relation to a Series Trust means any Interest Payment
       Date or Principal Payment Date in relation to any Securities issued by
       the Trustee as trustee of the Series Trust.

       "Payment Entitlement" in relation to a Series Trust means any Interest
       Entitlement or Principal Entitlement in relation to any Securities issued
       by the Trustee as trustee of the Series Trust.

       "Principal Entitlement" in relation to a Security issued by the Trustee
       as trustee of a Series Trust and a Principal Payment Date means the
       amount of principal in respect of the Security due to be repaid on that
       Principal Payment Date determined in accordance with the Series
       Supplement for the Series Trust.

       "Principal Payment Date" in relation to a Security issued by the Trustee
       as trustee of a Series Trust means each date for the repayment of part or
       all of the outstanding principal in relation to the Security as
       determined in accordance with the Series Supplement for the Series Trust.

       "Rating Agency" in relation to a Series Trust has the meaning given to it
       in the Series Supplement relating to the Series Trust.

       "Register" means the register referred to in clause 9.1.

                                                                              7.
<PAGE>

       "Registered Company Auditor" means a person registered as an auditor, or
       taken to be registered as an auditor, under Part 9.2 of the Corporations
       Law.

       "Related Body Corporate" in relation to a body corporate means a body
       corporate which is related to the first mentioned body corporate by
       virtue of Division 6 of Part 1.2 of the Corporations Law.

       "Relevant Investor" has the meaning set out in clause 26.1.

       "Representative" means:

       (a)    a person appointed as a proxy for an Investor pursuant to clause
              26.8; and

       (b)    without limiting the generality of paragraph (a), in the case of
              an Investor which is a body corporate, a person appointed pursuant
              to clause 26.9 by the Investor.

       "Required Credit Rating" in relation to Authorised Short-Term Investments
       and a Series Trust means the minimum rating that the Authorised Short-
       Term Investments in relation to that Series Trust must have from each
       Rating Agency as specified in the Series Supplement for that Series
       Trust.

       "Secured Creditor" means any person who is a secured creditor (howsoever
       described) of the Trustee as trustee of a Series Trust under the Security
       Trust Deed (if any) for the Series Trust.

       "Security" in relation to a Series Trust means a debt security issued by
       the Trustee as trustee of that Series Trust in accordance with this Deed
       and the Series Supplement relating to that Series Trust.

       "Security Certificate" in relation to a Series Trust means a certificate
       in the form specified in the Series Supplement relating to that Series
       Trust or in such other form as may be agreed from time to time between
       the Trustee and the Manager.

       "Securityholder" at any given time means the person then appearing in the
       Register as the holder of a Security.

       "Securityholder Entitlement" in relation to a Security, a Securityholder
       and a Series Trust means the entitlement of the Securityholder in respect
       of that Security to the payment by the Trustee in its capacity as trustee
       of the Series Trust of its Interest Entitlement and Principal Entitlement
       as determined in accordance with this Deed and the Series Supplement for
       the Series Trust.

       "Security Interest" means any encumbrance, bill of sale, mortgage,
       charge, lien, hypothecation, assignment in the nature of security,
       security interest, title retention, preferential right, trust
       arrangement, flawed-asset arrangement, contractual right of set off or
       any other security agreement or arrangement.

                                                                              8.
<PAGE>

       "Security Transfer" in relation to a Series Trust means a transfer and
       acceptance of Securities in the form specified in the Series Supplement
       relating to that Series Trust or in such other form as may be agreed from
       time to time between the Trustee and the Manager.

       "Security Trust Deed" in relation to a Series Trust means a Security
       Trust Deed between the Trustee, the Manager and the Security Trustee
       under which the Trustee as trustee of the Series Trust grants a charge
       over some or all of the Assets of the Series Trust in favour of the
       Security Trustee to be held on trust by the Security Trustee for the
       Securityholders in relation to that Series Trust and for any other
       Secured Creditor specified in the Security Trust Deed.

       "Security Trustee" means the person who is for the time being the
       security trustee under a Security Trust Deed.

       "Series Supplement" in relation to a Series Trust means the deed executed
       or proposed to be executed (as the case may be) by the Trustee, the
       Manager, the Nominated Seller and the initial Nominated Servicer for the
       Series Trust, setting out, amongst other things, the matters required or
       that may be included by this Deed in respect of that Series Trust.

       "Series Trust" means a trust constituted in the manner contemplated by
       clauses 3.2 and 3.3.

       "Series 1997-1 Medallion Trust" means the trust with that name
       established pursuant to this Deed and the 1997-1 Series Supplement.

       "Shared Security" in relation to a Series Trust has the meaning given in
       the Series Supplement for the Series Trust.

       "Substitute Manager" means at any given time the entity then appointed as
       Manager under clause 20.

       "Substitute Trustee" means at any given time the entity then appointed as
       Trustee under clause 19.

       "Support Facility" in relation to a Series Trust means any Credit
       Enhancement, Hedge Agreement or Liquidity Facility in relation to the
       Series Trust and includes anything in addition to the foregoing which is
       specified as a Support Facility in the Series Supplement for the Series
       Trust.

       "Tax" includes all income tax, withholding tax, stamp, financial
       institutions, registration and other duties, bank accounts debits tax and
       other taxes, levies, imposts, deductions and charges whatsoever
       (including, in respect of any duty imposed on receipts or liabilities of
       financial institutions, any amounts paid in respect of them to another
       financial institution) together with interest on them and penalties with
       respect to them (if any) and charges, fees or other amounts made on or in
       respect of them.

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

                                                                              9.
<PAGE>

       "Termination Date" in relation to a Series Trust means the earliest of
       the following dates to occur in relation to the Series Trust:

       (a)    the date which is 80 years after the date of the constitution of
              the Series Trust in accordance with this Deed;

       (b)    the date on which the Series Trust terminates by operation of
              statute or by the application of general principles of law; and

       (c)    the date upon which the Series Trust terminates in accordance with
              this Deed or its Series Supplement.

       "Transaction Documents" in relation to each Series Trust means:

       (a)  this Deed;

       (b)    the Series Supplement relating to the Series Trust;

       (c)    each document (if any) setting out the terms of any Support
              Facility in relation to the Series Trust;

       (d)    the Security Trust Deed (if any) relating to the Series Trust;

       (e)    the Dealer Agreement (if any) relating to the Series Trust;

       (f)    any other document that is specified as a Transaction Document in
              the Series Supplement relating to the Series Trust; and

       (g)    any other document which is agreed by the Manager and the Trustee
              to be Transaction Document in relation to the Series Trust.

       "Transfer" means a Security Transfer or a Unit Transfer (as the case may
       be).

       "Trustee" means Perpetual Trustee Company Limited or if Perpetual Trustee
       Company Limited retires or is removed as trustee, any then Substitute
       Trustee and includes the Manager when acting as the Trustee in accordance
       with the terms of this Deed.

       "Trustee Default" means the occurrence of any events specified in clause
       19.1.

       "Unit" means a unit in a Series Trust.

       "Unit Certificate" in relation to a Series Trust means a certificate in
       the form specified in the Series Supplement relating to that Series Trust
       or in such other form as may be agreed from time to time between the
       Trustee and the Manager.

                                                                             10.
<PAGE>

       "Unitholder" at any given time means the person then appearing in the
       Register as a holder of a Unit.

       "Unit Transfer" in relation to a Series Trust means a transfer of a Unit
       in the form specified in the Series Supplement relating to that Series
       Trust or in such other form as may be agreed from time to time between
       the Trustee and the Manager.

       "Unitholder Entitlement" in relation to a Unit, a Unitholder and a Series
       Trust means the entitlement of the Unitholder in respect of that Unit to
       the payment by the Trustee in its capacity as trustee of the Series Trust
       in accordance with this Deed and the Series Supplement for that Series
       Trust.

 1.2   Interpretation

       In this Deed, unless the contrary intention appears:

       (a)    a reference to this Deed includes the Recitals and Schedules;

       (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;

       (c)    a reference to a section of a statute, ordinance, code or other
              law includes any consolidation, amendment, re-enactment or
              replacement of that section;

       (d)    the singular includes the plural and vice versa and words denoting
              a gender include all other genders;

       (e)    the word "person" includes an individual, a body politic, a
              corporation and a statutory or other authority or association
              (incorporated or unincorporated);

       (f)    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;

       (g)    the word "corporation" means any body corporate wherever formed or
              incorporated including, without limiting the generality of the
              foregoing, any public authority or any instrumentality of the
              Crown;

       (h)    where a word or phrase has a defined meaning any other part of
              speech or grammatical form in respect of such word or phrase has a
              corresponding meaning;

       (i)    a reference to any thing (including, without limitation, any
              amount) is a reference to the whole or any part of it and a
              reference to a group of persons is a reference to any one or more
              of them;

                                                                             11.
<PAGE>

       (j)    if an act prescribed under this Deed to be done by a party on or
              by a given day is done after 5.30 p.m. on that day, it is to be
              taken to be done on the following day;

       (k)    references to time are references to Sydney time;

       (l)    the expression "certified" by a corporation or person means
              certified in writing by 2 Authorised Officers of the Corporation
              or by that person respectively and "certify" and like expressions
              will be construed accordingly;

       (m)    a reference to extinguish includes a reference to rights and
              interests being surrendered and released;

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

              (i)

                     A.     arises as a result of a breach by a person other
                            than the Trustee or the Manager (as the case may be)
                            of a Transaction Document; and
                     B.     the performance of the action (the non-performance
                            of which gave rise to such breach) is a pre-
                            condition to the Trustee or the Manager (as the case
                            may be) performing the said obligation; or

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

              (iii) is in accordance with a proper instruction or direction of
                    the Securityholders given at a meeting convened under any
                    Transaction Document;

       (o)    subject to clause 24.3, the Trustee will only be considered to
              have knowledge or awareness of, or notice of, a thing or grounds
              to believe anything by virtue of the officers of the Trustee
              having day to day responsibility for the administration of the
              Series Trust 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 a Manager Default or
              Trustee Default means notice, knowledge or awareness of the
              occurrence of the events or circumstances constituting a Manager
              Default or Trustee Default (as the case may be);

       (p)    a reference to this Deed or any other deed, agreement, document or
              instrument includes respectively this Deed or such other deed,
              agreement, document or instrument as amended, novated,
              supplemented or replaced from time to time;

                                                                             12.
<PAGE>

       (q)    a reference to a "month" is to a calendar month;

       (r)    a reference to a clause or a Schedule is a reference to a clause
              or a Schedule of this Deed; and

       (s)    headings are inserted for convenience and do not affect the
              interpretation of this Deed.

 1.3   Series Supplements

       (a)    (Series Supplement only applies to its Series Trust): The
              provisions contained in any Series Supplement apply only in
              relation to the Series Trust to which it relates.

       (b)    (Variation of this Deed): A Series Supplement may vary or amend
              the terms of this Deed in respect of the Series Trust to which the
              Series Supplement relates.  Such a variation or amendment to the
              terms of this Deed by a Series Supplement does not constitute an
              amendment, addition or revocation of a provision of this Deed for
              the purpose of clause 25.

       (c)    (Series Supplement paramount in respect of Series Trust to which
              it applies): If there is any conflict between the provisions of a
              Series Supplement relating to a Series Trust and the provisions of
              this Deed, the provisions of the Series Supplement prevail over
              the provisions of this Deed in respect of the Series Trust.

 1.4   Business Day

       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 must (unless specifically
       provided otherwise) be done on the next Business Day.

 2.    APPOINTMENT OF TRUSTEE AND MANAGER

 2.1   Appointment of Trustee

       The Trustee is hereby appointed and agrees to act as trustee of each
       Series Trust (with effect from the constitution of the Series Trust) on
       the terms and conditions in this Deed and the Series Supplement relating
       to that Series Trust.

 2.2   Appointment of Manager

       The Manager is hereby appointed and agrees to act as the manager of each
       Series Trust (with effect from the constitution of the Series Trust) on
       the terms and conditions in this Deed and the Series Supplement relating
       to that Series Trust.

                                                                             13.
<PAGE>

 3.    DECLARATION OF TRUST AND CONSTITUTION OF THE SERIES TRUSTS

 3.1   Declaration of Trust

       The Trustee declares that it will hold the Assets of each Series Trust on
       trust for the Unitholders of that Series Trust on the terms and
       conditions of this Deed and the Series Supplement for that Series Trust.

 3.2   Date of Constitution of First Series Trust

       The first Series Trust will be constituted upon the execution of the
       1997-1 Series Supplement by the Trustee, the Manager and the Nominated
       Servicer and the Nominated Seller for the first Series Trust and the
       payment of $100 by the Manager to the Trustee (to constitute the initial
       Assets of the first Series Trust).

 3.3   Date of Constitution of Additional Series Trusts

       A new Series Trust will be constituted upon the execution of a Series
       Supplement relating to the Series Trust by the Trustee, the Manager and
       the Nominated Servicer and the Nominated Seller for that Series Trust and
       upon the payment of $100 to the Trustee by the Manager (to constitute the
       initial Assets of that Series Trust).

 3.4   Name of Series Trusts

       The name of each Series Trust will commence with the word "Series" and
       will be followed by the year in which the particular Series Trust was
       created and the number and order of Series Trusts created in that year
       and followed by the words "Medallion Trust" (for example, the first
       Series Trust will be known as the "Series 1997-1 Medallion Trust").  The
       name of each Series Trust may be varied from time to time by agreement
       between the Trustee and the Manager, subject to any approvals required by
       law.

 3.5   No limit to number of Series Trusts

       There is no limit to the number of Series Trusts that may be created.

 3.6   Commencement and Termination of Series Trusts

       (a)    (Commencement): Each Series Trust commences on the date of its
              constitution as referred to in this Deed.

       (b)    (Termination): Each Series Trust ends on its Termination Date.

                                                                             14.
<PAGE>

 4.    UNITS IN A SERIES TRUST

 4.1   Beneficial Interest in a Series Trust Divided into Units

       The beneficial interest in each Series Trust will be divided into one or
       more units in accordance with the Series Supplement relating to that
       Series Trust.

 4.2   Nature of a Unit

       Subject to the Series Supplement for a Series Trust, each Unit in a
       Series Trust represents an equal undivided beneficial interest in the
       Assets of the Series Trust as a whole but not in any particular Asset of
       the Series Trust.

 4.3   Units May be Divided into Classes

       The Units in a Series Trust may be divided into Classes if so specified
       in the Series Supplement relating to the Series Trust.

 4.4   Rights and Entitlements of Units

       Any rights, entitlements, benefits and restrictions applying to any Unit
       or Class of Units in a Series Trust, in addition to those specified in
       this Deed, may be specified in the Series Supplement relating to the
       Series Trust.

 4.5   Restrictions on Units

       Any restrictions applying to any Unit or Class of Units in a Series
       Trust, in addition to those specified in this Deed, may be specified in
       the Series Supplement relating to the Series Trust.

 4.6   Distributions to Unitholders

       The Unitholders of a Series Trust are entitled to receive payments of
       their Unitholder Entitlements pursuant to the provisions of this Deed and
       the Series Supplement relating to the Series Trust.

 5.    SERIES SUPPLEMENT

 5.1   Contents of Series Supplement - Mandatory

       A Series Supplement in relation to a Series Trust must, amongst other
       things, specify:

       (a)    (Nominated Seller): the Nominated Seller for the Series Trust;

       (b)    (Approved Financial Assets): the nature of any Approved Financial
              Assets which may be acquired by the Trustee as trustee of the
              Series Trust from the Nominated Seller, including:

                                                                             15.
<PAGE>

              (i)    the procedures and means for acquiring such Approved
                     Financial Assets;
              (ii)   the terms and conditions relating to the acquisition of
                     such Approved Financial Assets;

              (iii)  the methodology for calculating and paying to the Nominated
                     Seller the consideration payable by the Trustee to the
                     Nominated Seller for any Approved Financial Assets that may
                     be acquired by the Trustee from the Nominated Seller;

              (iv)   any warranties and undertakings to be given by the
                     Nominated Seller in connection therewith;
              (v)    any conditions precedent that must be satisfied prior to
                     any acquisition of such Approved Financial Assets; and
              (vi)   any rights or obligations that the Nominated Seller may
                     have to repurchase such Approved Financial Assets;

       (c)    (Nominated Servicer): the Nominated Servicer of any Approved
              Financial Assets that may be acquired by the Trustee from the
              Nominated Seller (who may be the Nominated Seller, the Manager,
              the Trustee, any other person or any combination of the foregoing)
              and the terms and conditions relating to the appointment of the
              Nominated Servicer;

       (d)    (Securities):  the details in relation to any Securities that the
              Manager proposes to be issued by the Trustee as trustee of the
              Series Trust including:

              (i)    whether any of the Securities will constitute a Class
                     separate from any other Securities to be issued by the
                     Trustee as trustee of the Series Trust;

              (ii)   the total number and the name of the Securities and, if the
                     Securities are divided into more than one Class, the number
                     and the name of the Securities in each Class (or, if such
                     number is not specified in the Series Supplement, the means
                     for determining such number);

              (iii)  the total principal amount of the Securities and, if the
                     Securities are divided into more than one Class, the
                     principal amount of each Class (or, if the foregoing is not
                     specified in the Series Supplement, the means for
                     determining the foregoing);

              (iv)   the proposed issue date of the Securities;
              (v)    each date (if any) for the payment of Interest Entitlements
                     on the Securities;
              (vi)   the rate of interest (if any) on the Securities (which may
                     be fixed, variable or determined by a stated method);
              (vii)  each date for the repayment of part or all of the Principal
                     Entitlements on the Securities;
              (viii) the amount (or the method of calculating the amount) of
                     principal to be repaid on the Securities on each Principal
                     Payment Date;

              (ix)   any preferred, deferred or special rights or restrictions
                     applying to the Securities, whether with regard to the
                     payment of interest, the payment of principal, voting, the
                     division into Classes or otherwise; and
              (x)    any other terms or restrictions applying to the Securities;

                                                                             16.
<PAGE>

       (e)    (Security Trust Deed): whether there will be any Security Trust
              Deed in relation to the Series Trust;

       (f)    (Support Facilities): the details of any Support Facilities to be
              entered into in relation to the Series Trust;

       (g)    (Order of distribution of available funds): the provisions
              relating to the distribution, and the order of priority for the
              distribution, of the available funds of the Series Trust to meet
              its Liabilities;

       (h)    (Termination of the Series Trust):  the provisions relating to the
              termination of the Series Trust and the liquidation and
              realisation of the Assets of the Series Trust by the Trustee upon
              its termination;

       (i)    (Fees and expenses): any fees, expenses and other amounts payable
              to the Trustee, the Nominated Seller, the Nominated Servicer, the
              Manager and any other person in relation to the Series Trust; and

       (j)    (Any other matter): any other matter that must be included in the
              Series Supplement pursuant to this Deed.

 5.2   Contents of Series Supplement - Optional

       A Series Supplement in relation to a Series Trust may, amongst other
       things, specify:

       (a)    (Rights and Obligations of Nominated Seller, Nominated Servicer,
              Manager and the Trustee): any further rights or obligations of the
              Nominated Seller, the Nominated Servicer, the Manager and the
              Trustee relating to the Series Trust;

       (b)    (Other Trusts):  the provisions relating to any other trust where
              the Trustee holds or may hold an interest in any Approved
              Financial Assets partly as Trustee for the Series Trust and partly
              as trustee of the other trust (in addition to any other property
              that the Trustee may hold as trustee of the other trust) and the
              provisions regulating the holding of such interest between the
              Series Trust and the other trust;

       (c)    (Other Matters in this Deed): any other matter that this Deed
              provides or contemplates may be in a Series Supplement; and

       (d)    (Other Matters Desired by Manager): any other matter that the
              Manager and the Trustee agree should be included in the Series
              Supplement.

                                                                             17.
<PAGE>

 5.3   Manager Must Deliver Proposed Series Supplement to Trustee

       If the Manager proposes that a Series Trust will be constituted as
       contemplated by this Deed, it must deliver to the Trustee at least 5
       Business Days (or such other period agreed to by the Trustee) prior to
       the proposed date of the constitution of the Series Trust a Series
       Supplement for execution by the Trustee, accompanied by a written
       direction by the Manager to the Trustee to execute the Series Supplement.

 5.4   Execution of the Series Supplement

       If the Trustee decides in its absolute discretion to do so,  the Trustee
       may execute the Series Supplement and, if it does so, must return it to
       the Manager on the proposed date for the constitution of the Series
       Trust.

 6.    SECURITIES

 6.1   Acknowledgement of Indebtedness

       Subject to the terms of this Deed, the Trustee hereby acknowledges its
       indebtedness as trustee of each Series Trust for the principal
       represented by the Securities issued by it as trustee of the Series
       Trust.

 6.2   Terms of Securities

       All Securities issued by the Trustee as trustee of a Series Trust will be
       issued with the benefit of, and subject to, this Deed, the Series
       Supplement relating to the Series Trust and the Security Trust Deed (if
       any) relating to that Series Trust.

 6.3   Payment Entitlement of Securityholders

       Subject to this Deed, the corresponding Series Supplement and the
       Security Trust Deed (if any) relating to a Series Trust, the Trustee as
       trustee of each Series Trust must in respect of the Securities issued by
       it in such capacity pay to the Securityholders of those Securities their
       Payment Entitlements on each Payment Date relating thereto.

 6.4   No Limit on Securities

       Subject to this Deed and the corresponding Series Supplement, there is no
       limit on the amount or value of Securities that may be issued in respect
       of a Series Trust.

 6.5   Excluded Issue, Offer or Invitation only

       Notwithstanding anything herein contained, no issue of Securities, offer
       of Securities for subscription or purchase or invitation to subscribe for
       or buy Securities will be made unless the issue, offer or invitation is
       an excluded issue, excluded offer or excluded invitation for the purposes
       of the Corporations Law.

                                                                             18.
<PAGE>

 6.6   Denomination of Securities

       The denomination of each Security will be $100,000 or such other amount
       specified in the corresponding Series Supplement.

 6.7   Securities Not Invalid if Issued in Breach

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

 6.8   Location of Securities

       The property in the Securities will for all purposes be regarded as
       situated at the place where the Register is located on which the
       Securities are recorded.

 6.9   No Discrimination between Securityholders

       There will not be any discrimination or preference between the
       Securities, or the corresponding Securityholders, in relation to a Series
       Trust by reason of the time of issue of the Securities or for any other
       reason, subject only to the Series Supplement and the Security Trust Deed
       (if any) relating to the Series Trust.

 7.    LIMITS ON RIGHTS OF INVESTORS

 7.1   Limitation on Entitlement of Investors

       No Investor (in its capacity as such) in respect of a Series Trust is
       entitled (other than as provided in this Deed and notwithstanding any
       rule of law or equity to the contrary) to:

       (a)    (Interfere with Trustee etc.): interfere with or question the
              exercise or non-exercise of the rights or powers of any Nominated
              Seller, any Nominated Servicer, the Manager or the Trustee in
              their dealings with any Series Trust or any Asset of any Series
              Trust;

       (b)    (Require transfer of Assets of a Series Trust): require the
              transfer to it of any Asset of any Series Trust;

       (c)    (Attend meetings concerning Trustee's property): attend meetings,
              take part in or consent to any action concerning any property or
              corporation in which the Trustee holds an interest;

       (d)    (Exercise rights in respect of Assets of a Series Trust): exercise
              any rights, powers or privileges in respect of any Asset of any
              Series Trust;

                                                                             19.
<PAGE>

       (e)    (Lodge caveats): lodge with a Governmental Agency or any person
              any caveat or other notice whether under the provisions of any
              legislation of a State or Territory of the Commonwealth of
              Australia or otherwise to:

              (i)    forbid (either conditionally or absolutely) the
                     registration of any person as transferee or proprietor of
                     or any instrument affecting any Asset of any Series Trust;
                     or
              (ii)   claim any estate or interest in any Asset of any Series
                     Trust;

       (f)    (Negotiate with persons in respect of Approved Financial Assets
              etc): negotiate or communicate in any way with any person in
              respect of any Approved Financial Assets of any Series Trust or
              with any person providing a Support Facility to the Trustee;

       (g)    (Wind-up): seek to wind up or terminate any Series Trust;

       (h)    (Seek to remove Trustee, etc.): seek to remove the Manager, the
              Trustee or any Nominated Servicer;

       (i)    (Take proceedings): subject to clause 16.22(a), take any
              proceedings of any nature whatsoever in any court or otherwise or
              to obtain any remedy of any nature (including, without limitation,
              against the Trustee, the Manager, any Nominated Seller or any
              Nominated Servicer or in respect of any Series Trust or any Asset
              of a Series Trust).  However, an Investor in relation to a Series
              Trust is entitled to compel the Trustee or the Manager to comply
              with their respective duties and obligations under this Deed and
              the corresponding Series Supplement to the Investor.  If a
              Securityholder in relation to a Series Trust is entitled to the
              benefit of a Security Trust Deed in relation to the Series Trust,
              the Securityholder is also entitled to compel the Security Trustee
              to comply with its duties and obligations under that Security
              Trust Deed;

       (j)    (Have recourse to Trustee or Manager personally): any recourse
              whatsoever to the Trustee or the Manager in its personal capacity,
              except to the extent of any fraud, negligence or wilful default on
              the part of the Trustee or the Manager respectively; or

       (k)    (Have recourse to Nominated Seller or Nominated Servicer): any
              recourse whatsoever to any Nominated Seller or Nominated Servicer
              in respect of a breach by the Nominated Seller or the Nominated
              Servicer of their respective obligations and duties under a Series
              Supplement.

 7.2   Subordination of Unitholder's Interest to Securityholder Entitlement

       The rights, claims and interest of the Unitholders in respect of a
       Series Trust, the Assets of that Series Trust and any payments or
       distribution out of the Series Trust (including, without limiting the
       generality of the foregoing, on the winding-up of the Series Trust) at
       all times rank after, and are subject to, the interests of
       Securityholders under the Securities in relation to the Series Trust

                                                                             20.
<PAGE>

       (including, without limiting the generality of the foregoing, the
       Securityholder Entitlements in respect of those Securities).

 7.3   Further Limit on Interest of Securityholders

       (a)    (No interest in Assets of a Series Trust): A Securityholder in
              relation to a Series Trust is only a Creditor of the Trustee in
              its capacity as trustee of the Series Trust to the extent of the
              Securities held by that Securityholder and is not entitled to any
              beneficial or, subject to any applicable Security Trust Deed,
              other interest in any Assets of the Series Trust.

       (b)    (No interest in other Series Trusts): A Securityholder in relation
              to a Series Trust does not have an interest in any other Series
              Trust or in any Assets of any other Series Trust.

 7.4   No Other Relationship

       Nothing in this Deed or any Series Supplement constitutes the Trustee,
       any Nominated Servicer, any Nominated Seller or the Manager as the agent
       of any Investor, nor creates any relationship between any Investor on the
       one hand and the Nominated Servicer, the Trustee (other than as trustee
       in the case of a Unitholder or creditor in the case of a Securityholder),
       the Nominated Seller or the Manager on the other.

 7.5   Investors Bound by this Deed

       The terms and conditions of this Deed are binding on each Investor and
       all persons claiming through any Investor as if that Investor and such
       persons were a party to this Deed and the corresponding Series
       Supplement.

 7.6   Investors Not Liable

       No Investor, by reason alone of being an Investor or by reason alone of
       the relationship created under this Deed with the Trustee, any Nominated
       Seller, any Nominated Servicer or the Manager, is under any obligation
       personally to indemnify the Trustee, the Nominated Seller, the Nominated
       Servicer or the Manager or any creditor of any of them if there is a
       deficiency of Assets of a Series Trust as compared with its Liabilities.
       The right (if any) of the Trustee, the Nominated Seller, the Nominated
       Servicer or the Manager or of a creditor to seek indemnity is limited to
       having recourse to the Series Trust.

 7.7   Covenant Not to Claim against Investors

       The Trustee covenants with the Manager, with the intent that the benefit
       of this covenant extends not only to the Manager but also to each
       Investor of a Series Trust jointly and to each of them severally not to
       make any claim upon, and not take any action or legal proceedings
       against, any Investor (in that person's capacity as an Investor) if there
       is a deficiency referred to in clause 7.6.

                                                                             21.
<PAGE>

       An Investor may plead this clause as an absolute bar to such a pleading
       or claim.

 8.    PROCEDURE FOR THE ISSUE OF SECURITIES

 8.1   Issue of Securities

       The Trustee must, as trustee of a Series Trust, issue Securities in
       accordance with (and subject to) the Series Supplement in relation to the
       Series Trust.

 8.2   Manager's Power to Negotiate Terms of Securities

       The Manager has the power to:

       (a)    (Negotiate): negotiate the terms and conditions of the issue of
              Securities; and

       (b)    (Direct Trustee to issue): direct the Trustee to issue Securities
              on those terms and conditions.

       However, the Manager's power to act and bind the Trustee in accordance
       with this clause is conditional on the Trustee being satisfied (in its
       absolute discretion) with the terms and conditions of the issue of
       Securities including the terms and conditions dealing with the personal
       liability of the Trustee.

 8.3   Dealer Agreement

       The Trustee is empowered on the recommendation of the Manager to enter
       into a Dealer Agreement on terms upon which the Trustee can agree in
       advance to issue Securities in its capacity as trustee of a Series Trust
       on the Closing Date in relation to a Series Trust if:

       (a)    (Trustee satisfied as to certain matters): the Trustee (or the
              Manager on its behalf) is satisfied that the matters referred to
              in this Deed or the Series Supplement for the Series Trust to be
              done on or prior to the Closing Date have occurred prior to the
              date of the commitment to issue Securities; or

       (b)    (Arrangements made): arrangements have been entered into so that
              the Trustee (or the Manager on its behalf) is satisfied that the
              matters referred to in paragraph (a) will occur prior to the
              Closing Date.

 8.4   Further Issues of Securities

       Where the Trustee as trustee of a Series Trust has issued Securities,
       then unless otherwise specified in the Series Supplement relating to the
       Series Trust, no further Securities must be issued by the Trustee as
       trustee of that Series Trust.

                                                                             22.
<PAGE>

 8.5   Issue of Unrated Securities

       Nothing in this Deed is to be construed as requiring the Trustee to issue
       Securities rated by any Rating Agency.

 8.6   Issue of Security/1/

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

       (a)    (Subscription): the receipt by the Trustee of a duly completed and
              executed subscription form in respect of the proposed Security by
              the subscriber of that Security;

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

       (c)    (Entry in the Register): the entry in the Register of the
              subscriber as the initial Securityholder of that Security.

 9.    REGISTER

 9.1   Establishment of Register

       The Trustee must keep at its principal office in such place as is from
       time to time agreed between the Trustee and the Manager an up to date
       register in respect of the Securities and Units of each Series Trust.

 9.2   Details on Register

       The Trustee must promptly enter in the Register in respect of the Series
       Trust:

       (a)    (Name of Series Trust): the name of the Series Trust;

       (b)    (Name and address of Investors): the name and address of each
              holder of a Security or Unit in respect of the Series Trust as
              notified to the Trustee by the relevant Investor;

       (c)    (Number of Securities and Units): the number of Securities held by
              each Securityholder and the number of Units held by each
              Unitholder;

       (d)    (Date entered on Register): the date on which each Investor was
              first registered in the Register as a Securityholder or Unitholder
              in respect of the Securities or Units held by him or her;

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

/1/  Inserted by Deed of Amendment dated 17 October 1997.

                                                                             23.
<PAGE>

       (e)    (Date ceases to be Investor): the date on which any person ceases
              to be an Investor;

       (f)    (Payment details): account to which any payments to an Investor
              are to be made (if applicable);

       (g)    (Payment record): a record of each payment in respect of
              Securities and Units in relation to the Series Trust;

       (h)    (Series Supplement): such information as is required to be entered
              in the Register pursuant to the corresponding Series Supplement;
              and

       (i)    (Other particulars): such other particulars that the Manager or
              the Trustee considers to be desirable.

 9.3   Correctness of the Register

       The Manager may accept the correctness of the Register and is not
       required to enquire into its authenticity.  Neither the Manager nor the
       Trustee is liable for any mistake in the Register or in any purported
       copy except to the extent that the mistake is attributable to its own
       negligent or fraudulent act or wilful default.

 9.4   Notification of Change by Investors

       Any change of name or address on the part of any Investor must promptly
       be notified by that Investor to the office of the Trustee in Sydney who
       must alter the Register within five Business Days of receipt of that
       notice.

 9.5   Inspection of the Register

       The Manager and each Investor are entitled to inspect, but (subject to
       clause  9.6) not copy, the Register in respect of a Series Trust at any
       time when the Trustee's registered office is required by the Corporations
       Law to be accessible to the public.  An Investor is entitled to inspect
       the Register only in respect of information relating to that Investor.

 9.6   Copy of Register for Manager

       The Trustee must make a copy of the Register available to the Manager
       upon request by the Manager within one Business Day of receipt of the
       request.

 9.7   Closure of the Register

       The Trustee may from time to time close the Register but no part of the
       Register may be closed for more than 35 Business Days in aggregate in any
       calendar year or such greater period as may be permitted pursuant to the
       Corporations Law.  If the Register is closed in accordance with this
       clause

                                                                             24.
<PAGE>

       or clause 9.8 Investor Entitlements determined in accordance with
       clause 9.8 are determined as at the immediately preceding Business Day.

 9.8   Closed to calculate Investor Entitlements

       In addition to the Trustee's rights pursuant to clause 9.7, in order to
       calculate Investor Entitlements the Register may be closed by the Trustee
       from 3.30 pm on the Business Day preceding the date for the calculation
       of these (or such other Business Day as the Trustee notifies the
       Investors from time to time) and reopened at the commencement of business
       on the Business Day immediately following the date of such calculation.

 9.9   Non-recognition of Equitable Interests

       Except as otherwise provided in this Deed and except as required by
       statute or as ordered by a court of competent jurisdiction, no notice of
       any trust, whether express, implied or constructive, is to be entered in
       the Register and except as required by statute or as ordered by a court
       of competent jurisdiction, neither the Trustee nor the Manager is to be
       affected by or compelled to recognise (even when having notice of it) any
       right or interest in any Securities or Units other than the registered
       Investor's absolute right to the entirety of them and the receipt of a
       registered Investor is a good discharge to the Trustee and Manager.

 9.10  Appointment of Third Party Registrar

       The Trustee, with the approval of the Manager, may cause the Register to
       be maintained by a third party on its behalf and require that person to
       discharge the Trustee's obligations under this Deed in relation to the
       Register.  The Trustee is not liable for any act or omission of such
       person if:

       (a)    (Third party not Austraclear): such person is not Austraclear, the
              Trustee has taken reasonable steps to ensure that such person is
              properly performing its functions; or

       (b)    (Third party is Austraclear): such person is Austraclear, except
              where the Trustee did not act in good faith in selecting
              Austraclear pursuant to this clause 9.10 to maintain the Register.

 9.11  Manager to Provide Information

       The Manager must provide the Trustee and any person appointed in
       accordance with clause 9.10 with such information as the Trustee or such
       person reasonably requires to maintain the Register.

 9.12  Conclusiveness of Register

       A Certificate is not a certificate of title and the Register is the only
       conclusive evidence of title to Securities and Units.

                                                                             25.
<PAGE>

 9.13  Rectification of Register

       If:

       (a)    (Entry omitted): an entry is omitted from the Register;

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

       (c)    (Wrong entry exists): an entry wrongly exists in the Register;

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

       (e)    (Default made): default is made or unnecessary delay takes place
              in entering in the Register that any person has ceased to be the
              holder of Securities or Units,

       then the Trustee may rectify the same and the Trustee is not liable for
       any loss, costs or liability incurred as a result of any of the foregoing
       occurring provided that it is not as a result of the Trustee's fraud,
       negligence or wilful default.

 10.   TRANSFER OF SECURITIES AND UNITS

 10.1  No Restriction on Transfer

       Subject to this Deed and subject to the corresponding Series Supplement,
       there is no restriction on the transfer of Securities and Units.

 10.2  Form of Transfer

       All transfers of Securities and Units must be in writing and in the form
       of, respectively, a Transfer.

 10.3  Execution of Transfer

       Every Transfer must be duly completed, duly stamped (if applicable)
       executed by the transferor and the transferee and delivered to the
       Trustee together with the Certificate relating to the Securities or Units
       to be transferred.  The transferor is deemed to remain the owner of the
       Securities or Units for the purpose of establishing and paying Investor
       Entitlements until the name of the transferee is entered in the Register.

 10.4  Restrictions on Transfer

       An Investor is only entitled to transfer a Security or a Unit if:

       (a)    (Excluded offer): the offer or invitation to the proposed
              transferee by the

                                                                             26.
<PAGE>

              Securityholder or the Unitholder (as the case may be) in relation
              to the Securities or Units (as the case may be) is an excluded
              offer or an excluded invitation for the purposes of the
              Corporations Law or complies with Division 3A of Part 7.12 of the
              Corporations Law; and

       (b)    (Transfer complies with Series Supplement): the transfer would not
              otherwise breach any restriction on transfer for the Securities or
              Units (as the case may be) contained in the relevant Series
              Supplement.

 10.5  Trustee May Refuse to Register

       The Trustee may refuse to register any Transfer if:

       (a)    (Not duly completed): if it is not duly completed, executed and
              (if necessary) stamped;

       (b)    (Does not comply): it contravenes or fails to comply with the
              terms of this Deed or the Series Supplement relating to the
              Securities or Units (as the case may be); or

       (c)    (Contravention of Law): the transfer would result in a
              contravention of or failure to observe the provisions of a law of
              a State or Territory of the Commonwealth of Australia, or of the
              Commonwealth of Australia.

 10.6  Trustee Not Bound to Give Reasons

       The Trustee is not bound to give any reason for refusing to register any
       Transfer and its decision is final, conclusive and binding.  If the
       Trustee refuses to register a Transfer, it must, as soon as practicable
       following that refusal, send to the transferor, and the party seeking to
       take the transfer of the Security or Unit, notice of that refusal.

 10.7  Registration of Transferee as Investor/1/

       Subject to this clause 10, the Trustee must upon receipt of Transfer
       register the transferee in the Register.  No fee is to be charged for the
       registration of any Transfer. The registration in the Register of a
       transfer of a Unit or Security to a transferee will constitute the
       passing of title in the Unit or Security to the transferee.

 10.8  No Transfer if Register Closed

       The Trustee may not register any Transfer whilst the Register is closed
       for any purpose.

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

/1/  As amended by Deed of Amendment dated 17 October 1997.

                                                                             27.
<PAGE>

 10.9  Rights and Obligations of Transferee

       A transferee of Securities or Units pursuant to this Deed has the
       following rights and obligations from the time of registration:

       (a)    (Transferor's rights): all the rights which the transferor
              previously had; and

       (b)    (Obligations of Investor): all the obligations of an Investor as
              provided by this Deed and the corresponding Series Supplement as
              if the transferee was originally a party to this Deed and the
              Series Supplement.

 10.10 Receipt of Transfers/3/

       Subject to clause 10.11, a Transfer will be regarded as received by the
       Trustee for the purposes of this Deed on the Business Day that the
       Trustee actually receives the Transfer at the place at which the Register
       is then kept, except that if a Transfer is actually received by the
       Trustee after 3.30pm on a Business Day at the place at which the Register
       is then kept, it will be regarded as having been received by the Trustee
       for the purposes of this Deed on the next Business Day.

 10.11 Transfer Received When Register Closed/4/

       If a Transfer is received by the Trustee during a period when the
       Register is closed or on any non-Business Day, the Transfer will be
       regarded as having been received by the Trustee for the purposes of this
       Deed on the first Business Day thereafter on which the Register is open.

 10.12 Issue of Certificate

       Whenever in respect of a Transfer the Trustee is required under this Deed
       to register a person as a Securityholder or a Unitholder, the Trustee
       must issue by mail to the transferee (at the address stated on the
       Transfer) within 10 Business Days of such registration a Certificate to
       the transferee in respect of the relevant Securities or Units (as the
       case may be) and, where some but not all Securities or Units held by an
       Investor have been transferred, issue a new Certificate (within 10
       Business Days of the registration) to the transferor as confirmation of
       the balance of the Securities or Units (as the case may be) registered in
       the name of the transferor.

 10.13 Execution of Certificate

       A Certificate may be engraved, lithographed or printed and must be
       signed, either manually, mechanically, electronically, by facsimile or by
       other means agreed between the Manager and the Trustee, by an Authorised
       Officer or other delegate of the Trustee. A Certificate is valid

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

/3/  As amended by Deed of Amendment dated 17 October 1997.

/4/  As amended by Deed of Amendment dated 17 October 1997.

                                                                             28.
<PAGE>

       notwithstanding that when the Certificate is issued the person whose
       facsimile signature has been applied to the Certificate has died or
       otherwise ceased to hold office.

 10.14 Worn Out or Lost Certificate

       If a Certificate becomes worn out or defaced, then upon production of it
       to the Trustee, a replacement will be issued.  If a Certificate is lost
       or destroyed, and upon proof of this to the satisfaction of the Trustee
       and the provision of such indemnity as the Trustee considers adequate, a
       replacement Certificate will be issued.  A fee not exceeding $10 may also
       be charged by the Trustee for the new Certificate if it so requires.

 10.15 Payments to Transferee

       Subject to this Deed, upon entry of a transferee in the relevant
       Register, the transferee is ipso facto entitled to receive any payments
       then due or which become due to the holder of the relevant transferred
       Securities or Units (as the case may be) and the Trustee is discharged
       for any such payment made to the transferee and, without limiting the
       foregoing, whether or not the entitlement to payment wholly or partly
       arose or accrued prior to the transfer provided always that where a
       transfer is registered after the closure of the Register but prior to the
       date upon which any Investor Entitlement is due to be paid in respect of
       the relevant transferred Securities or Units, then that Investor
       Entitlement in respect of the relevant transferred Securities or Units
       (as the case maybe) must be paid to the transferor and not the
       transferee.

 10.16 Marked Security Transfers

       The Trustee must, unless the parties otherwise agree, provide marking
       services in the manner set out in this clause 10.16 at each of the
       Trustee's offices, or the offices of a third party appointed pursuant to
       clause 9.10 in Sydney.  If the Trustee or a third party appointed
       pursuant to clause 9.10 is requested by a Securityholder to mark a
       Security Transfer, the Trustee or any third party appointed pursuant to
       clause 9.10 must so mark the Security Transfer.  Until a period of 90
       days (or such other period as determined by the Manager) has elapsed from
       the date any Security Transfer is so marked, the Trustee or any third
       party appointed pursuant to clause 9.10 must not register any Security
       Transfer in respect of the Securities described in that Security Transfer
       except that marked Security Transfer.  The period referred to in this
       clause 10.16 will not be extended or deemed to be extended by the closing
       of the Register for any purpose.

 10.17 Reliance on Documents

       The Trustee is entitled to accept and assume the authenticity and
       genuineness of any Transfer or other document unless the Trustee is
       actually aware that the same is not authentic or genuine.  The Trustee is
       not bound to enquire into the authenticity or genuineness of any Transfer
       or other document, nor incurs any liability for registering any Transfer
       which is subsequently discovered to be a forgery or otherwise defective,
       unless the Trustee had actual notice of such forgery or defect at the
       time of registration of such Transfer.

                                                                             29.
<PAGE>

 10.18 Specimen Signatures

       The Trustee may (but need not) require each Investor to submit specimen
       signatures (and in the case of a corporation may require those signatures
       to be authenticated by the secretary or director of such Investor) of
       persons authorised to execute Transfers on behalf of such Investor and is
       entitled to assume (until notified to the contrary) that such authority
       has not been revoked.

 10.19 Persons Entitled on Transmission

       If an Investor dies, the Trustee and the Manager will recognise only the
       survivor or survivors (where the deceased was a joint holder) or the
       executors or administrators (in all other cases) as having any title to
       the Securities or Units registered in the name of the deceased.

 10.20 Registration on Transmission

       A person who becomes entitled to a Security or Unit (and gives evidence
       of that entitlement to the Manager in a form satisfactory to the Manager
       and the Trustee) because of the death, insolvency, bankruptcy, insanity
       or other disability of an Investor is entitled to be registered as the
       Investor or to nominate some other person to be registered as the
       Investor.

 10.21 Notice of Election

       To effect a registration under clause 10.20 the person must give a
       written notice to the Manager requesting the registration.  If the
       Securities or Units are to be registered in the name of a nominee of the
       person, the person must also execute a transfer of the Securities or
       Units to the nominee.  All the provisions of this Deed relating to the
       registration of transfers apply to such a notice or transfer as if it
       were a transfer executed by a Securityholder or Unitholder.

 10.22 Rights of Transmittee Prior to Registration

       A person who becomes entitled to a Security or Unit because of the death,
       insolvency, bankruptcy, insanity or other disability of an Investor is
       entitled to receive and may give a discharge for all the money payable in
       respect of the Security or Unit (as the case may be).

 11.   BANK ACCOUNTS

 11.1  Separate Bank Accounts for each Series Trust

       The Trustee must open a separate bank account with a Bank in respect of
       each Series Trust.

 11.2  Additional Bank Accounts

       The Trustee may open additional bank accounts with a Bank in respect of a
       Series Trust in accordance with the Series Supplement relating to that
       Series Trust.

                                                                             30.
<PAGE>

 11.3  Comply with Requirements of Series Supplement

       Each bank account in relation to a Series Trust with a Bank must comply
       with the requirements (if any) specified in the Series Supplement
       relating to that Series Trust.

 11.4  Identifying Name of Bank Account

       Any bank accounts opened in accordance with this clause 11 must be opened
       by the Trustee in its name and must identify the name of the relevant
       Series Trust.

 11.5  Restricted use of Bank Account

       No bank account opened in accordance with this clause 11 may be used for
       any purpose other than those of the relevant Series Trust in respect of
       which it is opened.

 11.6  Operation of Bank Account

       The only authorised signatories for any bank account opened in accordance
       with this clause 11 must be officers or employees of the Trustee.

 11.7  Manager, Nominated Servicer and Nominated Seller Not to Deal with Bank
       Accounts

       Other than as set out in this Deed or the relevant Series Supplement,
       none of the Manager, any Nominated Servicer nor any Nominated Seller may
       deal with any bank account opened by the Trustee in respect of any Series
       Trust or the moneys in any such account in any way.  The Manager agrees
       that it has no right of set-off, banker's lien, right of combination of
       accounts, right to deduct moneys (other than Taxes in respect of a bank
       account or moneys incorrectly credited to a bank account) or any other
       analogous right or security in or against any funds held in any bank
       account in respect of any Series Trust for any amount owed to the
       Manager.

 11.8  Payment of Moneys Into Bank Account

       Except in respect of business transacted through Austraclear and subject
       to this clause 11 and the corresponding Series Supplement, the Trustee
       must pay into the bank account in relation to a Series Trust:

       (a)    (Initial settlement): moneys paid to the Trustee in initial
              settlement and constitution of the Series Trust;

       (b)    (Subscription moneys): all subscription moneys raised in respect
              of the Securities and the Units and other moneys deposited with
              the Trustee in respect of the Series Trust, except where such
              moneys are to be applied on the same day in the acquisition of the
              Assets of the Series Trust, in which case the Trustee must see to
              that application;

       (c)    (Proceeds): all proceeds of the Assets of the Series Trust;

                                                                             31.
<PAGE>

       (d)    (Money under Support Facilities): all moneys received under all
              Support Facilities (if any) in respect of the Series Trust; and

       (e)    (Other Money): all other moneys received by the Trustee in respect
              of the Series Trust.

 11.9  Withdrawals

       Subject to the corresponding Series Supplement, the Trustee must withdraw
       funds from the bank account of a Series Trust and apply the same when
       necessary for:

       (a)    (Purchasing Assets of the Series Trust):  purchasing Assets of the
              Series Trust in compliance with this Deed and the corresponding
              Series Supplement and making payments required in connection with
              Assets of the Series Trust;

       (b)    (Paying parties to Transaction Documents): making payments to
              itself, the Manager, the Nominated Servicer, the Nominated Seller,
              the Security Trustee and the Custodian and to any other persons of
              amounts entitled to be paid to or retained by them under this Deed
              and the other Transaction Documents for the Series Trust;

       (c)    (Paying Investors): making payments to the Investors in relation
              to the Series Trust in accordance with this Deed and the
              corresponding Series Supplement; and

       (d)    (Other payments): making any other payments permitted or
              contemplated by this Deed, the corresponding Series Supplement and
              the other Transaction Documents for the Series Trust.

 12.   INVESTMENT OF TRUST FUNDS

 12.1  Principal Investment Policy

       The principal investment policy of each Series Trust is the acquisition
       of Approved Financial Assets of the nature specified in the Series
       Supplement relating to that Series Trust.

 12.2  Investment Proposals

       (a)    (Manager's Investment Proposals): The Manager may from time to
              time give to the Trustee a written proposal for the acquisition of
              the Assets of a Series Trust and for the sale, transfer, exchange
              or other realisation of or dealing with the Assets of a Series
              Trust and must give to the Trustee all directions as the Trustee
              may reasonably require in relation to all such matters.

       (b)    (Sufficient Details): The Manager's proposal must contain details
              thereof, together with all such information and evidence, as is
              reasonably necessary to show that the

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              implementation of the proposal is permitted under this Deed and
              the corresponding Series Supplement.

       (c)    (Discretion): The Manager has the fullest discretion to recommend
              in the proposal the time and mode of and the broker, contractor or
              agent (if any) to be engaged for the implementation of the
              proposal including the right to recommend a postponement for so
              long as the Manager in its discretion thinks fit.

       (d)    (Trustee Must Implement Investment Proposals): If:

              (i)    the Trustee receives any such written proposal from the
                     Manager in relation to a Series Trust;
              (ii)   the Trustee is satisfied (acting reasonably) that the
                     action referred to in the proposal is in accordance with
                     the this Deed and the relevant Series Supplement;
              (iii)  the Trustee is satisfied that all conditions precedent in
                     the Transaction Documents relating to the Series Trust (if
                     any) have been met; and
              (iv)   the Manager's proposal relates to the Approved Financial
                     Assets of the Series Trust or to an Authorised Short-Term
                     Investment,

              then the Trustee must effect and pay for any such investments,
              purchase, transfer or alteration of investment to the extent of
              funds held by it in relation to the Series Trust.

 12.3  Maturity of Authorised Short-Term Investments

       The Manager must ensure that any Authorised Short-Term Investments in
       relation to a Series Trust to the extent that these represent moneys
       required for the payment of the Liabilities of the Series Trust are
       either at call or have a scheduled maturity on a date on or before the
       due date for the payment of those Liabilities.

 12.4  Limitation on Acquisition of Authorised Short-Term Investments

       The Manager must only give to the Trustee as a trustee of a Series Trust
       a proposal to acquire Authorised Short-Term Investments where the
       Authorised Short-Term Investment, or the issuer in respect thereof, at
       the time of the proposed acquisition, has at least the Required Credit
       Rating for that Series Trust.

 12.5  No Sale of Authorised Short-Term Investments Prior to their Maturity Date

       Save as otherwise permitted by this Deed or the Series Supplement
       relating to a Series Trust, no Authorised Short-Term Investment of the
       Series Trust may be sold prior to its maturity date except where:

       (a)    (Rating downgrade): the sale occurs because the Authorised Short-
              Term Investment,

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              or the issuer in respect thereof, no longer has at least the
              Required Credit Rating for the Series Trust and the Trustee has
              received written confirmation from the Manager that the sale will
              not cause the rating of the Securities by each Rating Agency in
              respect of that Series Trust to be downgraded; or

       (b)    (No loss will be suffered): the sale of the Authorised Short-Term
              Investment will not result in a loss being suffered by the Series
              Trust; or

       (c)    (Sale not prejudicial): the sale is not, in the opinion of the
              Manager, prejudicial to the interests of the Investors referable
              to the Series Trust.

 12.6  Voting Rights of Investments

       (a)    (Trustee must Exercise in Accordance with Manager's Directions):
              Subject to this Deed, the Trustee must in relation to each Series
              Trust, exercise all voting rights conferred by the Assets of that
              Series Trust in the manner the Manager directs from time to time.
              At the request and expense of the Manager, the Trustee must
              execute, deliver and appoint or cause to be executed, delivered
              and appointed the necessary proxies, attorneys and representatives
              to enable the Manager or its nominees to exercise such voting
              rights.

       (b)    (No Responsibility for Votes Not Cast): Subject to this Deed,
              neither the Manager nor the Trustee nor any holder of any proxy or
              power of attorney referred to in clause 12.6(a) is liable or
              responsible for any vote cast or not cast including, without
              limitation, in connection with the management of any entity in
              which the Assets of any Series Trust are held.

 12.7  Assets and Liabilities of Series Trust

       The Trustee must not apply the Assets of a Series Trust to meet any
       Liabilities of any other Series Trust.

 12.8  No Aggregation of Liabilities

       The Trustee must not:

       (a)    (Aggregated with other Liabilities): aggregate the Liabilities of
              a Series Trust with the Liabilities of any other Series Trust; or

       (b)    (Offset against other Assets of the Series Trust): set-off the
              Liabilities of a Series Trust against any other Assets of the
              Series Trust, other than the Assets of the Series Trust to which
              those Liabilities relate.

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 12.9  Designation and Discharge of Liabilities

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

 12.10 No Mixture of Assets

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

 12.11 No Co-mingling

       The Trustee must not co-mingle any money held by the Trustee in respect
       of a Series Trust with any money held by the Trustee in respect of any
       other Series Trust.

 12.12 Series Trusts and Other Trusts

       The Trustee may mix the Assets of a Series Trust and the Assets of any
       Other Trust constituted by the Series Supplement in relation  to that
       Series Trust, and may co-mingle money held in respect of a Series Trust
       and that Other Trust, to the extent set out in or contemplated by that
       Series Supplement.

 13.   INCOME AND CAPITAL OF A SERIES TRUST

 13.1  Determination of Net Accounting Income

       The Manager must determine in accordance with the Approved Accounting
       Standards:

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

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

       In particular, the Manager must make such determinations as are necessary
       to ensure that any tax

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       liability in respect of a Series Trust in respect of a Financial Year
       under Division 6 of the Tax Act is borne by the Unitholders of the Series
       Trust as contemplated by clause 13.4 and not by the Trustee.

 13.2  Determination of Net Tax Income

       The Manager must determine the Net Tax Income of each Series Trust for
       each Financial Year and in doing so, it may have regard to the
       determinations made by it under clause 13.1.

 13.3  Manager to Make Allocations

       Having regard to the determinations made under clauses 13.1 and 13.2, the
       Manager must make the allocation in clause 13.4.

 13.4  Present Entitlement

       On the last day of each Financial Year of a Series Trust, the Unitholders
       of the Series Trust are to be allocated from the Assets of the Series
       Trust, and are presently entitled to, their pro-rata share of the whole
       of the Net Accounting Income of that Series Trust in respect of that
       Financial Year of the Series Trust in accordance with the Series
       Supplement for the Series Trust.

 14.   REPRESENTATIONS AND WARRANTIES

 14.1  General Representations and Warranties

       Each of the Trustee and the Manager represents and warrants in respect of
       itself to the other that:

       (a)    (Due incorporation): it has been duly incorporated as a company
              limited by shares in accordance with the laws of its place of
              incorporation and is validly existing under those respective laws
              and has power and authority to carry on its business as it is now
              being conducted;

       (b)    (Power to enter and observe this Deed): it has power to enter into
              and observe its obligations under this Deed;

       (c)    (Authorisations): it has in full force and effect the
              authorisations necessary to authorise its execution, delivery and
              performance of this Deed;

       (d)    (Obligations enforceable): its obligations under this Deed are
              valid, binding and enforceable against it in accordance with their
              terms subject to stamping and necessary registration and except as
              such enforceability may be limited by any applicable bankruptcy,
              insolvency, reorganisations, moratorium or trust or other similar
              laws affecting creditor's rights generally;

       (e)    (This Deed does not contravene constituent documents): this Deed
              does not

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<PAGE>

              contravene its constituent documents or any law,
              regulation or official directive or any of its obligations or
              undertakings by which it or any of its assets are bound or cause a
              limitation on its powers or the powers of its directors to be
              exceeded;

       (f)    (No Insolvency Event): no Insolvency Event has occurred and is
              subsisting in respect of it; and

       (g)    (No Trusts): (represented and warranted by the Manager only) it
              does not enter into this Deed in the capacity of a trustee of any
              trust or settlement.

 14.2  Repetition of Representations and Warranties

       The representations and warranties in clause 14.1 are taken to be also
       made on each Closing Date after the date of this Deed.

 15.   MANAGER'S DUTIES AND UNDERTAKINGS

 15.1  Manager's General Duty

       Having regard to the Manager's powers and discretions under this Deed and
       the corresponding Series Supplement, the Manager must manage the Assets
       forming part of each Series Trust to the extent that they are not
       serviced by the Nominated Servicer for the Series Trust.

 15.2  Manager's Covenants

       The Manager covenants with the Trustee in respect of each Series Trust
       that it will until the Series Trust is terminated in accordance with this
       Deed or until it has retired or been removed as Manager in accordance
       with this Deed:

       (a)    (Use best endeavours to conduct business properly): use its best
              endeavours to carry on and conduct its business to which its
              obligations and functions under this Deed and the other
              Transaction Documents relating to the Series Trust in a proper and
              efficient manner;

       (b)    (Do all necessary things): do everything and take all such actions
              which are necessary (including, without limitation, obtaining and
              complying with all material authorisations, licences and approvals
              and laws as are appropriate) to ensure that it and the Trustee in
              respect of the Series Trust are able to exercise all their
              respective powers and remedies and perform all their respective
              obligations under this Deed and the other Transaction Documents
              relating to the Series Trust and all other deeds, agreements and
              other arrangements entered into by the Manager and the Trustee
              pursuant to this Deed or any of such other Transaction Documents
              except all necessary actions that the Trustee is obliged to
              perform under clause 16.3(c) of this Deed;

       (c)    (Act honestly): act honestly and in good faith in the

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              exercise of its discretions under this Deed and under the Series
              Supplement in relation to the Series Trust;

       (d)    (Exercise diligence): exercise at least the degree of skill, care
              and diligence that an appropriately qualified manager of trusts
              equivalent to the Series Trusts would reasonably be expected to
              exercise, having regard to the interests of the Investors in
              relation to the Series Trust; and

       (e)    (Exercise prudence): exercise such prudence as a prudent person of
              business would exercise in performing its express functions and in
              exercising its discretions under this Deed and the other
              Transaction Documents relating to the Series Trust, having regard
              to the interests of the Investors in relation to the Series Trust;

       (f)    (Allow Trustee and Auditor to inspect): make available for
              inspection by the Trustee and the Auditor during normal business
              hours and after the receipt of reasonable notice, the books of the
              Manager relating to the Series Trust whether kept at its
              registered office or elsewhere;

       (g)    (Give Trustee and Auditor information): give to the Trustee and
              the Auditor written or oral information which either may
              reasonably require with respect to all matters in possession of
              the Manager relating to the Series Trust;

       (h)    (Make information available): make available or ensure that there
              is made available to the Trustee the details within the Manager's
              knowledge or possession that the Trustee requests with respect to
              all matters relating to the Series Trust;

       (i)    (Pay Trustee): pay to the Trustee within one Business Day of
              receipt all money that is payable by the Manager to the Trustee
              under this Deed or the corresponding Series Supplement in relation
              to the Series Trust;

       (j)    (Audited Accounts): give the Trustee the audited Accounts of the
              Manager for each financial year of the Manager within 120 days of
              the end of that year;


       (k)    (Notify material misrepresentations): promptly notify the Trustee
              if it becomes actually aware that any material representation or
              warranty made or taken to be made by or on behalf of the Manager
              in connection with any Transaction Document relating to the Series
              Trust is incorrect when made or taken to be made;

       (l)    (Notify defaults): promptly notify the Trustee if it becomes
              actually aware of any Manager Default and at the same time or as
              soon as possible thereafter provide full details of such Manager
              Default;

       (m)    (Certificate): within two Business Days of a request from the
              Trustee, provide to the Trustee a certificate signed by two
              Authorised Officers of the Manager on behalf of the

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              Manager which states whether a Manager Default has occurred (a
              request under this clause will not be made by the Trustee more
              than once in each six calendar month period, unless the Trustee
              when making the request sets out reasonable grounds for believing
              that a Manager Default is subsisting);

       (n)    (Not recommend release of Assets): not recommend the release of
              any Assets of the Series Trust to the Nominated Seller, the
              Nominated Servicer or any other party except in accordance with
              the express provisions of this Deed or the other Transaction
              Documents relating to the Series Trust, without the prior written
              permission of the Trustee;

       (o)    (Not merge without assumption): not merge or consolidate into
              another entity, unless the surviving entity assumes the
              obligations of the Manager under the Transaction Documents
              relating to the Series Trust and unless the Rating Agencies
              relating to that Series Trust have received at least 15 Business
              Days prior notice in writing from the Manager of the proposed
              merger or consolidation and such Rating Agencies confirm within 10
              Business Days of such notice that the then rating by each such
              Rating Agency in respect of the Securities will not be downgraded
              or withdrawn as a result of the proposed merger or consolidation;

       (p)    (Filings): make all filings required in connection with the Series
              Trust or Assets of the Series Trust with any Governmental Agency
              in Australia;

       (q)    (Tax returns): prepare and submit to the Trustee for signing and
              filing on a timely basis all income or other Tax returns or
              elections required to be filed with respect to a Series Trust and
              ensure that the Trustee is directed to pay any Taxes required to
              be paid by a Series Trust;

       (r)    (Prepare consents and notices): prepare and mail any consents or
              notices required to be provided by the Trustee under this Deed or
              any other Transaction Documents for the Series Trust; and

       (s)    (Comply with other undertakings): promptly comply with all other
              undertakings given by the Manager in the Series Supplement, or
              another Transaction Document, in relation to the Series Trust.

 15.3  Manager to have discretion

       Subject to this Deed, the Manager has an absolute discretion with respect
       to all the powers, authorities and discretions vested in it whether in
       relation to the manner or time of exercise.

 15.4  Act on Expert Advice

       The Manager may obtain and act upon the opinion, advice or information
       obtained from barristers, solicitors, valuers, surveyors, contractors,
       land agents, brokers, letting agents, property managers,

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<PAGE>

       qualified advisers and other experts whether instructed by the Manager,
       any Nominated Servicer, any Nominated Seller or by the Trustee. The
       Trustee must pay from the relevant Series Trust the reasonable and proper
       fees, disbursements and expenses, duties and outgoing payable in relation
       to any such person.

 15.5  Negotiation in Relation to Support Facilities

       The Manager must ensure, to the extent that it is within the Manager's
       power, that all steps which it thinks are desirable are taken in
       connection with the negotiation of the documentation to effect on a
       timely basis any Support Facilities for each Series Trust.

 15.6  Monitor Support Facilities

       The Manager must monitor, to the extent that it is within the Manager's
       power, all Support Facilities in respect of a Series Trust.  The Manager
       must properly perform the functions which are necessary for it to perform
       under any Support Facility.

 15.7  Manager's Power to Delegate

       The Manager, in carrying out and performing its duties and obligations in
       relation to each Series Trust, may:

       (a)    (Appoint attorneys): by power of attorney appoint any person to be
              attorney or agent of the Manager for those purposes and with those
              powers, authorities and discretions (not exceeding those vested in
              the Manager) as the Manager thinks fit including, without
              limitation, a power to sub-delegate and a power to authorise the
              issue in the name of the Manager of documents bearing facsimile
              signatures of the Manager or of the attorney or agent either with
              or without proper manuscript signatures of its officers on them;
              and

       (b)    (Appoint agents): appoint by writing any person to be agent of the
              Manager as the Manager thinks necessary or proper for those
              purposes and with those powers, authorities and discretions (not
              exceeding those vested in the Manager) as the Manager thinks fit,

       provided that, in each case, the Manager must not delegate to such third
       parties a material part of its duties and obligations as Manager in
       relation to a Series Trust.

 15.8  Manager May Replace or Suspend Attorneys

       The Manager may replace or suspend any attorney, agent or sub-agent
       appointed under clause 15.7 for any cause or reason as the Manager may in
       its sole discretion think sufficient with or without assigning any cause
       or reason.

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 15.9  Manager Remains Liable for its Agents

       The Manager at all times remains liable for:

       (a)    (Acts and omissions): the acts or omissions of any person
              appointed under clause 15.7(a) or (b) to the extent that the
              Manager would itself be liable; and

       (b)    (Fees and expenses): the payment of fees of any person appointed
              under clause 15.7(a) or (b).

 15.10 No Power to bind Trustee, Nominated Servicer or Nominated Seller

       The Manager in exercising its powers, authorities and discretions vested
       in it and carrying out and performing its duties and obligations in
       relation to any Series Trust or any Asset of a Series Trust, whether
       pursuant to this Deed, a Series Supplement, any other Transaction
       Document or any other deed, agreement or other arrangement, does not (nor
       does any of its delegates) have any power to bind the Trustee, any
       Nominated Servicer or any Nominated Seller, otherwise than as expressly
       provided in this Deed, such Series Supplement, the other Transaction
       Documents or such other deed, agreement or arrangement.

 15.11 Indemnity for Legal costs

       Subject to clause 15.13, the Manager is indemnified out of each Series
       Trust for all legal costs and disbursements (on a full indemnity basis
       and in the case of solicitors' costs, calculated at each solicitor's
       usual charge-out rate) and all other costs, disbursements, outgoings and
       expenses reasonably incurred by the Manager in connection with:

       (a)    (Enforcement): the enforcement or contemplated enforcement of, or
              preservation of rights under; and

       (b)    (Litigation): without limiting the generality of paragraph (a),
              the initiation, defence, carriage and settlement of any action,
              suit, proceeding or dispute in respect of,

       this Deed, or any other Transaction Document, in relation to the Series
       Trust or otherwise under or in respect of the Series Trust.

 15.12 Indemnity for Legal Costs for Alleged Default

       The Manager is indemnified and is entitled to be reimbursed out of the
       relevant Series Trust in accordance with clause 15.11 in respect of all
       legal costs and disbursements (calculated in the manner provided for in
       clause 15.11) reasonably incurred by the Manager in connection with court
       proceedings brought against it alleging negligence, fraud, wilful default
       or breach of duty under this Deed.  However, the Manager is not entitled
       to such a right of indemnity or reimbursement where there is a
       determination by the relevant court of negligence, fraud, wilful default
       or breach of duty by the Manager (provided that until such determination,
       the Manager is entitled to such right of

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       indemnity or reimbursement but must upon such a determination repay to
       the Trustee any amount paid to it pursuant to this clause).

 15.13 Extent of Liability of Manager

       The Manager is not personally liable to indemnify the Trustee or to make
       any payments to any other person in relation to any Series Trust except
       for any fraud, negligence, wilful default or breach of duty by it in its
       capacity as Manager of the Series Trust.

 15.14 Right of Indemnity

       The Manager is indemnified out of each Series Trust in respect of any
       liability, cost or expense properly incurred by it in its capacity as
       Manager of the Series Trust.

 15.15 Further Limitation of Liability of Manager

       If the Manager relies in good faith on an opinion, advice, information or
       statement given to it by a person referred to in clause 15.4, it is not
       liable for any misconduct, mistake, oversight, error of judgment,
       forgetfulness or want of prudence on the part of that person except when
       the person is not independent from the Manager.  A person is regarded as
       independent notwithstanding that the person acts or has acted as adviser
       to the Manager so long as separate instructions are given by the Manager
       to that person.

 15.16 Neither Manager nor Delegate liable

       Neither the Manager nor its delegate appointed under this Deed or any
       other Transaction Document is liable for:

       (a)    (Loss and liabilities except in respect of default of Manager):
              any loss, costs, liabilities or expenses arising out of the
              exercise or non-exercise of its discretions under this Deed, any
              Transaction Document or otherwise in relation to a Series Trust
              except to the extent that any of the foregoing is caused by the
              Manager's or such delegate's own fraud, negligence or wilful
              default;

       (b)    (Loss and liabilities arising out of Trustee, Nominated Seller or
              Nominated Servicer exercise of discretion): any loss, costs,
              liabilities or expenses arising out of the exercise or non-
              exercise of a discretion on the part of the Trustee, any Nominated
              Seller or any Nominated Servicer or any act or omission of the
              Trustee, any Nominated Seller or any Nominated Servicer except to
              the extent that any of the foregoing is caused by the Manager's or
              such delegate's own fraud, negligence or wilful default;

       (c)    (Failure to check): any loss, costs, liabilities or expenses
              caused by its failure to check any calculation, information,
              document, form or list supplied or purported to be supplied to it
              by the Trustee, any Nominated Seller, any Nominated Servicer or
              any other person except to the extent that any of the foregoing is
              caused by the Manager's or such

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<PAGE>

              delegate's own fraud, negligence or wilful default;

       (d)    (Other acts or omissions): any other act or omission on its part
              except to the extent that the act or omission is fraudulent,
              negligent or in wilful default; or

       (e)    (Trustee Default): any Trustee Default except to the extent that
              it is caused by the Manager's or such delegate's fraud, negligence
              or wilful default.

 16.   TRUSTEE'S POWERS, DUTIES, COVENANTS, INDEMNITIES AND LIABILITIES

 16.1  Trustee's Powers

       Subject to this Deed, the Trustee has all the powers in respect of the
       Assets of each Series Trust, which it could exercise if it were the
       absolute and beneficial owner of the relevant Assets.

 16.2  Act in Interests of Unitholders and the Securityholders

       The Trustee agrees to act in the interests of the Unitholders and
       Securityholders of each Series Trust on the terms and conditions of this
       Deed and of the relevant Series Supplement.  If there is a conflict
       between the interests of the Unitholders and the Securityholders of a
       Series Trust, the Trustee is empowered to, and must, act in the interests
       of the Securityholders.

 16.3  Trustee's Covenants

       The Trustee covenants with the Manager, with the intent that the benefit
       of these covenants extends not only to the Manager, but also to the
       Unitholders and the Securityholders of the Series Trust jointly and to
       each of them severally, that it will in respect of each Series Trust:

       (a)    (Act continuously): act continuously as Trustee until the Series
              Trust is terminated in accordance with this Deed or until it has
              retired or been removed in accordance with this Deed;

       (b)    (Exercise due diligence): exercise all due diligence and vigilance
              in carrying out its functions and duties and in protecting the
              rights and interests of the Unitholders and the Securityholders in
              relation to the Series Trust;

       (c)    (Do all things necessary): do everything and take all such actions
              which are necessary (including, without limitation, obtaining all
              such authorisations and approvals as are appropriate) to ensure
              that it is able to maintain its status as trustee of the Series
              Trust;

       (d)    (Give reasonable assistance):  give the Manager all such
              reasonable assistance as the Manager may require to enable the
              Manager to comply with its obligations under clause 15.2(b) of
              this Deed;

       (e)    (Retain Assets safely): subject to this Deed and the corresponding
              Series Supplement

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              retain the Assets of the Series Trust in safe custody and hold
              them on trust for the Unitholders of the Series Trust upon the
              terms of this Deed and the Series Supplement;

       (f)    (Not sell, Encumber etc.): not sell, grant a Security Interest
              over or part with the possession of any of the Assets of the
              Series Trust (or permit any of its officers to do so) except as
              permitted by this Deed, the Series Supplement of the Series Trust
              and the Security Trust Deed (if any) relating to the Series Trust;

       (g)    (Forward notices): forward promptly to the Manager all notices,
              reports, circulars and other documents received by it as holder of
              the Assets of the Series Trust;

       (h)    (Maintain Support Facilities): use its best endeavours having
              regard to its powers, duties and obligations under this Deed and
              the corresponding Series Supplement to ensure that each Support
              Facility in relation to the Series Trust remains in full force and
              effect in respect of itself at all times during the period that
              any Securities relating to the Series Trust remain outstanding;

       (i)    (Act honestly): act honestly and in good faith in the performance
              of its duties and in the exercise of its discretions under this
              Deed and the corresponding Series Supplement;

       (j)    (Exercise diligence and prudence): exercise such diligence and
              prudence as a prudent man of business would exercise in performing
              its express functions and in exercising its discretions hereunder,
              having regard to the interests of the Investors of the Series
              Trust;

       (k)    (Use best endeavours): use its best endeavours to carry on and
              conduct its business in so far as it relates to this Deed and the
              corresponding Series Trust in a proper and efficient manner;

       (l)    (Maintain title): use its best endeavours to ensure that the
              Trustee's title to each Series Trust Asset of the Series Trust is
              maintained; and

       (m)    (Notify Manager): notify the Manager promptly after the Trustee
              becomes actually aware of the occurrence of any Trustee Default
              and at the same time or as soon as possible thereafter provide
              full details of such Trustee Default.

 16.4  Specific Powers of Trustee

       Without limiting the generality of clause 16.1, or the other powers of
       the Trustee contained in this Deed, but subject to the limitations on the
       Trustee imposed pursuant to this Deed, the Trustee has full power to do
       the following (which are to be construed as separate and independent
       powers):

       (a)    (Acquire): to accept, select, acquire, invest in, dispose of or
              deal with any Assets in accordance with the written proposals of
              the Manager;

                                                                             44.
<PAGE>

       (b)    (Purchase and sell): to purchase and sell any Assets of a Series
              Trust for cash or upon terms in accordance with the written
              proposals of the Manager;

       (c)    (Enter into Transaction Documents): to enter into, perform and,
              subject to any restrictions contained in clauses 16.21 and 16.22,
              enforce any Transaction Documents in relation to a Series Trust
              containing such terms and conditions as the Manager thinks fit and
              are acceptable to the Trustee;

       (d)    (Issue Securities): to Borrow money as trustee of a Series Trust
              by the issue of Securities as trustee of the Series Trust as
              provided for in this Deed and the Series Supplement relating to
              the Series Trust;

       (e)    (Other Borrowings): to otherwise Borrow money as trustee of a
              Series Trust on such terms and conditions as the Manager thinks
              fit and are acceptable to the Trustee.  If at the time of the
              proposed Borrowing in relation to a Series Trust, Securities are
              outstanding in relation to the Series Trust and are rated by a
              Rating Agency in relation to the Series Trust, the Trustee may
              only enter into such Borrowing if the Trustee receives a
              certificate from the Manager that the proposed Borrowing, and any
              Security Interest to be granted in connection with the Borrowing,
              will not result in a reduction or withdrawal of the rating
              assigned by such Rating Agency to such Securities;

       (f)    (Grant security): to secure any such Borrowing in relation to a
              Series Trust by the grant of a Security Interest (including,
              without limitation, the Charge) over any or all of the Assets of
              the Series Trust on such terms and conditions as the Manager
              thinks fit and are acceptable to the Trustee;

       (g)    (Appoint Custodian): to appoint a Nominated Seller to undertake
              custodial duties in relation to the Approved Financial Assets of a
              Series Trust in accordance with the provisions of the Series
              Supplement for the Series Trust or to appoint a Custodian in
              accordance with the Series Supplement to perform such custodial
              duties on such terms and conditions as the Manager thinks fit and
              are acceptable to the Trustee(subject to the limitations (if any)
              contained in the Series Supplement for the Series Trust);

       (h)    (Give representations and warranties): give any representation,
              warranty, indemnity or other undertaking required in respect of
              any Transaction Document or other transaction in any way relating
              to a Series Trust and notwithstanding that the subject matter of
              such representation, warranty, indemnity, or other undertaking may
              refer to the Trustee in its personal capacity or otherwise to the
              Trustee's personal affairs as the Manager considers necessary or
              desirable but:

              (i)    only in accordance with the Manager's directions from time
                     to time; and

              (ii)   to the extent that the subject matter of such
                     representation, warranty, indemnity or undertaking does
                     refer to the Trustee in its personal capacity such
                     representation, warranty, indemnity or undertaking is
                     acceptable to the Trustee in its absolute discretion;

                                                                             45.
<PAGE>

       (i)    (Insure): to insure any Asset of a Series Trust for amounts, on
              conditions and for types of insurance, determined to be necessary
              by the Manager;

       (j)    (Attend meetings): to attend and vote at meetings in accordance
              with the Manager's written directions;

       (k)    (Give indemnities): to give an indemnity to such persons and
              against such costs, expenses and damages as the Manager considers
              necessary or desirable but only in accordance with the Manager's
              directions from time to time;

       (l)    (Pay fees and expenses): to pay all fees and expenses of any
              Series Trust which were properly incurred and payable out of the
              relevant Series Trust and (subject to clause 16.26) approved by
              the Manager;

       (m)    (Execute proxies): to execute all such proxies (subject to clause
              12.6), powers of attorney and other instruments as may be
              necessary or desirable to enable the Trustee, the Manager, any
              Nominated Seller, any Nominated Servicer or any officer, delegate
              or agent of any of the foregoing to exercise any power, discretion
              or right of the Trustee;

       (n)    (Lease): subject to the Nominated Servicer's functions and
              obligations under the corresponding Series Supplement in relation
              to a Series Trust, to lease or sub-lease any real property, or act
              as bailor or bailee of any chattels;

       (o)    (Discharge and release): subject to the Nominated Servicer's
              functions and obligations under the corresponding Series
              Supplement in relation to a Series Trust, to grant any form of
              discharge or release or partial discharge or release of any
              Approved Financial Asset in the manner permitted by this Deed and
              the corresponding Series Supplement;

       (p)    (Delegate): to appoint, as permitted by clause 16.8:

              (i)    any person to be delegate, attorney, agent or sub-agent of
                     the Trustee for such purposes and with such powers,
                     discretions and authorities as it thinks fit (not exceeding
                     those vested in the Trustee) with power for the delegate,
                     attorney, agent or sub-agent to sub-delegate any such
                     power, authorities or discretions and also to authorise the
                     issue in the name of the Trustee of documents bearing
                     facsimile signatures of the Trustee or of the attorney or
                     agent either with or without proper manuscript signatures
                     of their officers on them; or

              (ii)   without limiting the generality of the foregoing, the
                     Manager as delegate of the Trustee to perform any of the
                     Trustee's obligations and to exercise any of the Trustee's
                     powers, discretions and authorities in respect of any
                     Support Facility;

                                                                             46.
<PAGE>

       (q)    (Exercise powers through Austraclear): at the written direction of
              the Manager, exercise any of its powers and perform any of its
              obligations under this Deed or any other Transaction Document
              through or in conjunction with Austraclear;

       (r)    (Register Austraclear): at the written request of the Manager,
              register Austraclear as the holder of Securities, and to lodge
              Security Transfers with Austraclear, to facilitate transactions
              through Austraclear's system;

       (s)    (Give waivers): at the written direction of the Manager, give any
              waiver, time or indulgence to any person on such terms as it may
              in its discretion decide;

       (t)    (Legal proceedings): subject to the restrictions contained in
              clauses 16.21 and 16.22, institute, prosecute, defend, settle and
              compromise legal or administrative proceedings of any nature
              whatsoever and generally to enforce and pursue its rights pursuant
              to and in respect of Assets;

       (u)    (Power of sale): subject to the Nominated Servicer's functions and
              obligations under the corresponding Series Supplement in relation
              to a Series Trust, exercise any power of sale arising on default
              under any Security Interest forming part of the Assets of the
              Series Trust or any other rights or remedy accruing in respect of
              the Approved Financial Assets of the Series Trust;

       (v)    (Series Supplement): exercise any other power in relation to a
              Series Trust or the Assets of a Series Trust conferred on the
              Trustee by the Series Supplement for the Series Trust; and

       (w)    (Necessary and incidental): subject to clause 16.27, with the
              agreement of the Manager to do all such things incidental to any
              of the foregoing powers or necessary or convenient to be done for
              or in connection with any Series Trust or the Trustee's functions
              under this Deed.

 16.5  Refusal to Exercise Powers

       Notwithstanding anything in clause 16.4, the Trustee may refuse to comply
       with any instruction or direction from the Manager, the Nominated
       Servicer or the Nominated Seller in respect of a Series Trust where it
       reasonably believes that in so doing the rights and interests of the
       Unitholders and Securityholders in respect of that Series Trust are
       likely to be materially prejudiced by so complying (if the Trustee
       purports to rely on this power it must at the time of so refusing, give
       reasons for its grounds to the Manager, the Nominated Servicer or the
       Nominated Seller (as the case may be)).

 16.6  Act on Expert Advice

       The Trustee may obtain and act upon the opinion, advice or information
       obtained from solicitors, barristers, surveyors, valuers, contractors,
       land agents, brokers, letting agents, property managers, qualified
       advisers and other experts whether instructed by the Manager or by the
       Trustee which are

                                                                             47.
<PAGE>

       necessary, usual or desirable for the purpose of enabling the Trustee to
       be fully and properly advised and informed in order that it may properly
       exercise its powers and obligations under this Deed.

 16.7  Absolute Discretion

       Subject to the Trustee duly observing its duties, covenants and
       obligations under this Deed, the Trustee has absolute discretion as to
       the exercise or non-exercise of the trusts, powers, authorities and
       discretions vested in it by this Deed.

 16.8  Delegation of Duties of Trustee

       The Trustee must not delegate to any person any of its trusts, duties,
       powers, authorities and discretions under this Deed or a Series
       Supplement in relation to a Series Trust except:

       (a)    (To Manager, Nominated Servicer, Nominated Seller, Security
              Trustee): to the Manager, the Nominated Servicer, the Nominated
              Seller or the Security Trustee in accordance with the provisions
              of this Deed or any other Transaction Document relating to the
              Series Trust;

       (b)    (Related Body Corporate): subject to clause 16.9 to a Related Body
              Corporate of the Trustee; or

       (c)    (As otherwise permitted): in accordance with the provisions of
              this Deed or the Series Supplement relating to the Series Trust.

 16.9  Related Body Corporate of the Trustee

       Where the Trustee delegates any of its trusts, duties, powers,
       authorities and discretions to any person who is a Related Body Corporate
       of the Trustee, the Trustee at all times remains liable for the acts or
       omissions of such Related Body Corporate and for the payment of fees of
       that Related Body Corporate when acting as delegate.

 16.10 Indemnity of Trustee

       The Trustee is entitled to be indemnified out of the Assets of a Series
       Trust for any liability properly incurred by the Trustee in performing or
       exercising any of its powers or duties in relation to the Series Trust.

       This indemnity is in addition to any indemnity allowed by law, but does
       not extend to liabilities arising:

       (a) from a breach of trust by the Trustee; or

       (b) from the Trustee's fraud, negligence or wilful default.

                                                                             48.
<PAGE>

       Except in the case of fraud, negligence or wilful default on the part of
       the Trustee or its officers, employees, agents or delegates (where
       applicable under this Deed), the Trustee is not liable to any person
       (including, without limitation, any Securityholder or Unitholder), nor
       will any such person be entitled to enforce any rights against the
       Trustee, to any greater extent than the Trustee is entitled to recover
       through its right of indemnity from the Assets of the Series Trust to
       which the liability or rights relate. If any such person does not recover
       all moneys owing to it under such liabilities or rights, it may not seek
       to recover the shortfall by bringing proceedings against the Trustee in
       its personal capacity or in its capacity as the trustee of any other
       trust or by applying to have the Trustee wound up or proving in the
       winding up of the Trustee unless another creditor has initiated
       proceedings to wind up the Trustee.

 16.11 Trustee Indemnified for Costs etc

       The Trustee, in addition to its remuneration in accordance with clause
       18.2 and without limitation to clause 16.10, is to be indemnified and is
       entitled to be reimbursed out of a Series Trust, in respect of all costs,
       charges and expenses which it may incur in respect of and can attribute
       to that Series Trust in accordance with this Deed and the Series
       Supplement for the Series Trust in relation to the following matters:

       (a)    (Disbursements): all disbursements in connection with the
              acquisition or proposed acquisition, maintenance, insurance,
              custody or disposal of or any other dealing with any Asset of the
              Series Trust including, without limitation, commission, brokerage
              and stamp duty (other than costs which the Nominated Seller has
              agreed to pay pursuant to this Deed or the Series Supplement
              relating to the Series Trust);

       (b)    (Auditor): the remuneration of the Auditor and any reasonable
              expenses of the Auditor sustained in the course of the performance
              of the duties as an Auditor of the Series Trust and the fees, if
              any, charged by a registered tax agent for the preparation and
              lodgement of taxation returns for the Series Trust;

       (c)    (Units): any costs, charges, liabilities and expenses which the
              Trustee may incur in respect of, and can attribute to it, being
              trustee of the Series Trust in respect of the Units issued in
              relation to the Series Trust;

       (d)    (Taxes): all Taxes payable in respect of the Series Trust,
              including stamp duty payable on distribution cheques;

       (e)    (Transaction Documents): all costs, charges, expenses and
              liabilities in relation to or under any Transaction Document in
              relation to the Series Trust;

       (f)    (Postage and printing): the costs of postage and printing of all
              cheques, accounts, statements, notices, Certificates and all other
              documents required to be posted to the Investors under this Deed
              or the Series Supplement in respect of the Series Trust;

       (g)    (Valuations): the costs of any valuation of any Assets of the
              Series Trust;

                                                                             49.
<PAGE>

       (h)    (Bank account costs): any expenses incurred in connection with the
              bank accounts of the Trustee in relation to the Series Trust and
              bank fees (including but not limited to account keeping fees) and
              other bank or government charges (including but not limited to
              bank account debits tax and charges in respect of financial
              institutions duty) incurred in connection with the keeping of or
              the transaction of business through the bank accounts of the
              Trustee in relation to the Series Trust;

       (i)    (Attorney's fees): any fees payable to attorneys, managers,
              consultants, advisers and experts engaged by the Trustee or the
              Manager in relation to a Series Trust to the extent that those
              fees are reasonable in amount and properly incurred;

       (j)    (Austraclear's fees): any fees payable to Austraclear;

       (k)    (Custodial fees): any fees payable to the Nominated Seller, the
              Trustee, or any other person for performing custodial duties in
              accordance with the Series Supplement relating to the Series
              Trust;

       (l)    (Other fees): any other fees, charges and amounts which are paid
              or payable to any person appointed or engaged by the Trustee
              pursuant to this Deed or the Series Supplement for the Series
              Trust to the extent that the fees, charges and amounts would be
              payable or reimbursable to the Trustee under any provision of this
              clause or under any other provision of this Deed or the Series
              Supplement if the services performed by the person so appointed or
              engaged had been carried out directly by the Trustee and to the
              extent that those fees, charges and amounts are reasonable in
              amount and properly incurred;

       (m)    (Retirement and removal): all costs in or in connection with the
              retirement or removal of the Trustee, the Nominated Servicer or
              the Manager under this Deed in relation to the Series Trust and
              the appointment of any person in substitution to the extent that
              those costs are reasonable in amount and properly incurred;

       (n)    (Legal costs connected with documents): all costs and expenses (on
              a full indemnity basis) in connection with:

              (i)    the negotiation, preparation, execution and stamping of
                     this Deed or any other Transaction Document in relation to
                     the Series Trust; and
              (ii)   the negotiation, preparation, execution and stamping of any
                     deed amending this Deed or any other Transaction Document
                     in relation to the Series Trust;

       (o)    (Legal costs connected with proceedings): all legal costs and
              disbursements incurred by the Trustee (on a full indemnity basis)
              in connection with court proceedings brought against it alleging
              negligence, fraud, wilful default, breach of trust or duty by the
              Trustee in relation to the Series Trust provided that the Trustee
              is not entitled to such a right of indemnity or reimbursement
              where there is a determination by the relevant court of

                                                                             50.
<PAGE>

              negligence, fraud or wilful default  by the Trustee (provided that
              until such determination, the Trustee is entitled to such right of
              indemnity or reimbursement but upon such determination the Trustee
              must repay to the Series Trust any amount paid to it pursuant to
              this clause);

       (p)    (Security Trustee indemnity): any amounts which the Trustee is
              required to pay to the Security Trustee pursuant to its indemnity
              in favour of the Security Trustee contained in the Security Trust
              Deed (if any) in relation to the Series Trust;

       (q)    (Other amounts): any other amounts for which, pursuant to any
              express provision of this Deed or the Series Supplement for the
              Series Trust, the Trustee is properly entitled to be reimbursed or
              indemnified; and

       (r)    (Amounts approved by Manager):  any other amounts in connection
              with the exercise of any power or discretion or the performance of
              any obligation under a Transaction Document in relation to the
              Series Trust which are approved by the Manager (such approval not
              to be unreasonably withheld).

 16.12 General Business Costs of Trustee

       Nothing in this clause 16 entitles or permits the Trustee to be
       reimbursed or indemnified for general overhead costs and expenses of the
       Trustee (including, without limitation, rents and any amounts payable by
       the Trustee to its employees in connection with their employment)
       incurred directly or indirectly in connection with the business
       activities of the Trustee (including, without limitation, general
       overhead costs and expenses in the provision by the Trustee of any
       custodial services to a Series Trust) or in the exercise of its rights,
       powers and discretions or the performance of its duties and obligations
       in relation to a Series Trust.

 16.13 Series Trust Creditors

       Without limiting clause 16.10, the Trustee's right to be indemnified in
       accordance with clause 16.10 and to effect full recovery out of the
       relevant Series Trust pursuant to such right, applies in relation to any
       liability to Creditors in respect of that Series Trust, notwithstanding
       any failure by the Trustee to exercise the degree of care, diligence and
       prudence required of a trustee having regard to the powers, authorities
       and discretions conferred on the Trustee under this Deed or any other act
       or omission which may not entitle the Trustee to be so indemnified and/or
       effect such recovery.

 16.14 If Trustee Fails to Exercise Care

       Subject to clause 16.15, if the Trustee fails to exercise the degree of
       care, diligence and prudence required of a trustee having regard to the
       powers, authorities and discretions conferred on the Trustee by this Deed
       or by a Series Supplement or if any other act or omission occurs which
       may not entitle the Trustee to be indemnified in accordance with clauses
       16.10 or 16.11 or to effect full recovery out of the relevant Series
       Trust:

                                                                             51.
<PAGE>

       (a)    (Indemnity held on behalf of Creditors):  the Trustee may not
              receive or hold or otherwise have the benefit of the indemnity
              given in clauses 16.10 or 16.11 otherwise than on behalf of and on
              trust for the Creditors in respect of that Series Trust; and

       (b)    (Indemnity limited to liabilities to Series Trust Creditors):
              the Trustee may be indemnified only to the extent necessary to
              allow it to discharge its liabilities to the Creditors in respect
              of that Series Trust.

 16.15 Variation of clause 16.14

       The provisions of clause 16.14 may be varied in respect of a Series Trust
       if an Extraordinary Resolution is passed consenting to the variation at a
       separate meeting of the Investors referable to that Series Trust convened
       for the purpose in accordance with clause 26.

 16.16 No Restriction on Action

       Nothing in clauses 16.13 to 16.15 (inclusive) is taken to:

       (a)    (Restrict Investors):  impose any restriction upon the rights of
              the Investors or any other persons to bring an action against the
              Trustee for loss or damage suffered by reason of the Trustee's
              failure to exercise the degree of care, diligence and prudence
              required of a trustee having regard to the powers, authorities and
              discretions conferred on the Trustee by this Deed or the relevant
              Series Supplement; or

       (b)    (Confer right to be indemnified for default): confer on the
              Trustee a right to be indemnified out of any Series Trust against
              any loss the Trustee suffers in consequence of an action brought
              against it by reason of the Trustee's failure to exercise the
              degree of care, diligence and prudence required of a Trustee
              having regard to the powers, authorities and discretions conferred
              on the Trustee by this Deed or the relevant Series Trust.

 16.17 Limited Recourse of Series Trust Creditors

       The Trustee is not obliged to enter into any other Transaction Document
       or any other agreement or deed relating to a Series Trust unless:

       (a)    (Limited recourse provision): the Transaction Document, agreement
              or deed contains a provision to the effect that the Trustee's
              liability to the corresponding Creditor is incurred by the Trustee
              only in its capacity as trustee of the Series Trust and that the
              recourse of the Creditor is limited, except in the case of the
              Trustee's fraud, negligence or wilful default, to the amount that
              the Trustee is actually indemnified out of the Assets of the
              Series Trust and which are available for payment to the Creditors
              of the Series Trust in accordance with this Deed and the
              corresponding Series Supplement; and

       (b)    (Liability limited): the Trustee's liability under the Transaction
              Document, agreement

                                                                             52.
<PAGE>

              or deed is limited in a manner substantially similar to that
              contained in this Deed.

 16.18 Limitation of Liability of Trustee

       If the Trustee relies in good faith on an opinion, advice, information or
       statement given to it by a person referred to in clause 16.6, it is not
       liable for any misconduct, mistake, oversight, error of judgment,
       forgetfulness or want of prudence on the part of that person except when
       the person is not independent from the Trustee.  A person is regarded as
       independent notwithstanding that the person acts or has acted as an
       adviser to the Manager or the Trustee or both of them so long as separate
       instructions are given to that person by the Trustee.

 16.19 Neither Trustee nor Delegate Liable

       Neither the Trustee nor its delegate is liable:

       (a)    (Loss arising out of exercise of its discretions): for any loss,
              costs, liabilities or expenses arising out of the exercise or non-
              exercise of its discretions under this Deed, a Series Supplement,
              any other Transaction Document or otherwise in respect of a Series
              Trust except to the extent that any of the foregoing is caused by
              the Trustee's or the delegate's own fraud, negligence or wilful
              default;

       (b)    (Loss arising out of exercise of Manager's, Nominated Seller's or
              Nominated Servicer's discretions): for any loss, costs,
              liabilities or expenses arising out of the exercise or non-
              exercise of a discretion on the part of the Manager, any Nominated
              Seller or any Nominated Servicer except to the extent that any of
              the foregoing is caused by the Trustee's or the delegate's own
              fraud, negligence or wilful default;

       (c)    (Failure to check information): for any loss, costs, liabilities
              or expenses caused by the Trustee's failure to check any
              calculation, information, document, form or list supplied or
              purported to be supplied to it by the Manager, any Nominated
              Seller or Nominated Servicer under this Deed or a Series
              Supplement or by any other person pursuant to a Transaction
              Document except to the extent that any of the foregoing is caused
              by the Trustee's or the delegate's own fraud, negligence or wilful
              default;

       (d)    (Acting on instructions): for any loss, costs, liabilities or
              expenses caused by its acting on any instruction or direction
              properly given to it by the Manager, any Nominated Seller or any
              Nominated Servicer under this Deed or by any person pursuant to a
              Transaction Document except to the extent that any of the
              foregoing is caused by the Trustee's or the delegate's own fraud,
              negligence or wilful default;

       (e)    (Delegation): for any loss, costs, liabilities or expenses arising
              out of the delegation in accordance with the provisions of this
              Deed or of a Series Supplement of any of its duties, powers,
              authorities and discretions to any person as permitted by clause
              16.8 (subject to clause 16.9) except to the extent that any of the
              foregoing is caused by the Trustee's or the delegate's own fraud,
              negligence or wilful default;

                                                                             53.
<PAGE>

       (f)    (Other acts or omissions): for any other act or omission on its
              part except where the act or omission is fraudulent, negligent or
              in wilful default;

       (g)    (To Investors except to extent of right of indemnity): subject
              always to the foregoing provisions of this clause 16, to an
              Investor other than to the extent of the Trustee's right of
              indemnity in respect of the relevant Series Trust;

       (h)    (To pay Investors, except to extent in funds to do so): subject
              always to the foregoing provisions of this clause 16.19, to make a
              payment to an Investor in respect of a Series Trust except out of
              funds held by it for that purpose under this Deed and the Series
              Supplement for that Series Trust; or

       (i)    (Manager Default): for any Manager Default.

 16.20 Legal Proceedings

       Subject to clause 16.22, the Trustee may bring legal proceedings in its
       capacity as trustee of a Series Trust:

       (a)    (To recover money): to obtain or recover money that is payable to
              the Trustee (in its capacity as trustee of the Series Trust) or to
              obtain an Asset of a Series Trust that is to be vested in the
              Trustee in accordance with this Deed or the relevant Series
              Supplement;

       (b)    (If legal owner of Approved Financial Asset): at any time after
              legal title to an Approved Financial Asset has been transferred
              into its name, to enforce such Approved Financial Asset or any
              other deed or agreement to which the Trustee is a party;

       (c)    (For damages): for damages against any person arising out of any
              loss suffered by an Investor as a result of any negligence,
              default, omission or breach of duty or trust;

       (d)    (To secure compliance): to secure compliance with the provisions
              of this Deed or any Transaction Document; or

       (e)    (As it thinks fit):  in any other circumstance that it thinks fit
              after notifying the Manager.

       The Trustee may abandon, settle, compromise or release any such action,
       suit or proceeding as it considers desirable having regard to the
       interests of the Investors, and persons who provide Support Facilities,
       in respect of the relevant Series Trust.

 16.21 Proceedings in Respect of Series Trust or Series Trust Asset

       Subject to clause 16.22, the Trustee may institute, prosecute, defend or
       otherwise appear in any action, suit or other proceeding in any court or
       tribunal in respect of any matters touching or

                                                                             54.
<PAGE>

       concerning a Series Trust, any Asset of any Series Trust or any
       Transaction Document of any Series Trust including the enforcement,
       contemplated enforcement of, preservation of rights under, initiation,
       carriage and settlement of any court proceedings in respect of a
       Transaction Document. Subject to clause 16.11(r), all costs,
       disbursements and expenses incurred by the Trustee (including costs of
       obtaining advisory opinions) in anticipation of or in connection with any
       such action, suit or proceeding and all costs and disbursements incurred
       by the Trustee in obtaining any legal advice or opinions concerning or
       relating to the interpretation and construction of this Deed or a
       Transaction Document are to be deducted from and paid out of the relevant
       Series Trust on a full indemnity basis ( and in the case of solicitor's
       costs, calculated at the solicitor's usual charge out rate).

 16.22 Consents to Legal Proceedings

       (a)    (Manager's consent): Subject to paragraph (b) below, the Trustee
              may not institute, prosecute or otherwise appear in any action,
              suit or other proceeding in any court or tribunal in respect of
              the matters detailed in clauses 16.20 or 16.21 unless it has first
              obtained the consent of the Manager or the consent of an
              Extraordinary Resolution of the Securityholders of the relevant
              Series Trust except where the Trustee is of the view that failure
              to bring an action would be to the detriment of the Investors of
              that Series Trust and any delay whilst obtaining the necessary
              consent would be prejudicial to the interests of the Investors of
              that Series Trust.

       (b)    (If necessary): Nothing in paragraph (a) above prevents the
              Trustee appearing in any action, suit or other proceeding in any
              court or tribunal where it is necessary for it to appear in order
              to defend itself against any action, suit or other proceeding or
              to recover money owed to it in its personal capacity.

 16.23 Registration and Holding of Investments

       Subject to the relevant Series Supplement, the Trustee has the right to
       have:

       (a)    (Authorised Short-Term Investments held by officers): any
              Authorised Short-Term Investments capable of being registered
              which the Trustee is precluded by the constitution of the Trustee
              from holding in its own name vested in officers of the Trustee
              nominated by it; or

       (b)    (Title documents held by Bank): any documents of title in relation
              to an Authorised Short-Term Investment of which the Trustee is the
              registered holder or is otherwise the legal owner held in custody
              by a Bank.

       Subject to the relevant Series Supplement, if the Trustee exercises any
       rights referred to in this clause the Trustee remains liable for any act
       or omission of the relevant officer or Bank as if the act or omission was
       an act or omission of the Trustee.

                                                                             55.
<PAGE>

 16.24 Limitation of Trustee's Personal Liability

       Notwithstanding any other provision of this Deed, the Trustee is not
       obliged to execute any instrument, enter into any agreement or incur any
       obligation in connection with a Series Trust (including, without
       limitation, in connection with any Transaction Document) unless the
       Trustee has received independent legal advice (if required by the
       Trustee) in relation to the instrument, agreement or obligations and
       unless the Trustee's personal liability in connection with the
       instrument, agreement or obligation is limited in accordance with clause
       16.17.

 16.25 No Liability for Breach by Custodian of Custodial Role

       The Trustee is not liable to any person in any manner whatsoever for any
       breach by the Custodian in respect of a Series Trust of its obligations
       under the Series Supplement unless the Trustee or a Related Body
       Corporate of the Trustee is the Custodian.

 16.26 Incur Costs Without Approval

       Notwithstanding clause 16.4(l), the Trustee may do such things, take such
       actions and incur such expenses without the consent of the Manager
       (including the appointment of advisers) as is provided in a Series
       Supplement or as it believes necessary (acting reasonably) in respect of
       any action where the Trustee believes (acting reasonably) the Manager is
       in a position where its personal interests in relation to that action
       conflict with its duties and obligations under this Deed or any other
       Transaction Document.

 16.27 No Liability for Non-payment

       Except in the case of fraud, negligence or wilful default on the part of
       the Trustee, the Trustee is not liable in the event of a failure to pay
       moneys on the due date for payment to any Investor or any other person or
       for any loss howsoever arising in respect of the relevant Series Trust or
       to any Investor or any other person.

 16.28 No Duty to Investigate

       The Trustee has no duty, and is under no obligation, to investigate
       whether a Manager Default has occurred other than where it has actual
       notice that such has occurred.

 17.   FURTHER PROVISIONS REGARDING POWERS ETC.

 17.1  Limitation of liability of Trustee and Manager

       Neither the Trustee nor the Manager is liable:

       (a)    (If it relies on a document): in connection with anything done by
              it in good faith in reliance upon any certificate, document, form
              or list except when it has reason to believe that the document,
              form or list is not genuine;

                                                                             56.
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       (b)    (If prevented by law): if it fails to do anything because it is
              prevented or hindered from doing it by law or order;

       (c)    (For Taxes paid in good faith): to anyone for payments (except
              when made negligently) made by it in good faith to a fiscal
              authority in connection with Taxes or other charges in respect of
              the Series Trust even if the payment need not have been made;

       (d)    (Failure of another): subject to the Corporations Law and clauses
              15.9 and 16.9, if a person fails to carry out an agreement with
              the Trustee or the Manager in connection with a Series Trust
              (except when the failure is due to the Trustee's or the Manager's
              (as the case may be) fraud, negligence or wilful default; or

       (e)    (Error of law or done in good faith connected with liquidation):
              to anyone because of any error of law or any matter done or
              omitted to be done by it in good faith in the event of the
              liquidation or dissolution of a corporation (other than a
              corporation under its control).

 17.2  Dealings with Series Trust

       None of the following:

       (a)    (Trustee): the Trustee (in any capacity);

       (b)    (Manager): the Manager;

       (c)    (Nominated Seller): any Nominated Seller;

       (d)    (Nominated Servicer): any Nominated Servicer;

       (e)    (Directors and officers): the directors or officers of the
              Trustee, the Manager, any Nominated Seller or any Nominated
              Servicer;

       (f)    (Related Bodies Corporate): the Related Bodies Corporate of the
              Trustee, the Manager, any Nominated Seller or any Nominated
              Servicer;

       (g)    (Shareholders): the shareholders of the Trustee, the Manager, any
              Nominated Seller or any Nominated Servicer or any such Related
              Body Corporate; or

       (h)    (Directors and officers of Related Body Corporate): the directors
              or officers of any such Related Body Corporate,

       is prohibited in relation to a Series Trust from:

       (i)    (Subscribing): subscribing for Securities or Units in respect of a
              Series Trust or

                                                                             57.
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              purchasing, holding, dealing in or disposing of
              Securities or Units in respect of a Series Trust;

       (j)    (Contracting, acting or otherwise being interested): at any time:

              (i)     contracting with;
              (ii)    acting in any capacity as representative or agent for; or
              (iii)   entering into any financial, banking, agency or other
                      transaction with,

              any other of them or an Investor; or

       (k)    (Being interested): being interested in any contract or
              transaction referred to in paragraph (j).

       None of the persons mentioned is liable to account to any other or to an
       Investor for any profits or benefits (including, without limitation, bank
       charges, commission, exchange brokerage and fees) derived in connection
       with any contract or transaction referred to in paragraph (j).

 17.3  Application of clause 17.2

       Clause 17.2 applies only if the relevant person, in connection with the
       action, contract or transaction, acts in the utmost good faith in
       relation to all Investors in respect of the relevant Series Trust.

 17.4  Signatures

       The Trustee and the Manager may rely on the validity of any signature on
       any transfer, form of application or other instrument or document unless
       the Trustee or the Manager (as the case may be) has reason to believe
       that the signature is not genuine.  Neither the Trustee nor the Manager
       is liable to make good out of its own funds any loss incurred by any
       person if a signature is forged or otherwise fails to bind the person
       whose signature it purports to be or on whose behalf it purports to be
       made.  Any such loss, subject to any right of reimbursement from any
       other person (including the Manager) is to be borne by the relevant
       Series Trust.

 17.5  Dealings with Instruments

       Neither the Manager nor the Trustee is obliged to effect a transaction or
       dealing with a transfer or other instrument on behalf of, for the benefit
       or at the request of an Investor unless the Investor has first paid or
       otherwise provided for to the Manager's and the Trustee's satisfaction
       all Taxes, brokerage, transfer fees, registration fees and other charges
       (whether similar to the foregoing or not) whether in respect of the
       transfer or other instrument or otherwise (in this clause 17.5 called
       collectively "duties and charges") which may have become or may be
       payable in respect of or prior to or upon the occasion of the transaction
       or dealing.  However, the Trustee may pay and discharge any duties and
       charges on behalf of an Investor and retain the amount so paid out of any
       money or property to which the Investor is or becomes entitled to under
       this Deed or a Series

                                                                             58.
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       Supplement. This clause does not affect the other obligations of the
       Trustee or the Manager in this Deed relating to duties and other expenses
       in respect of Assets referable to a Series Trust.

 17.6  Disclosure of Information

       Subject to this Deed and the relevant Series Supplement, no Nominated
       Seller, Nominated Servicer or the Trustee is (unless ordered so to do by
       a court of competent jurisdiction) required to disclose to any Investor
       of a Series Trust confidential, financial or other information either
       made available to the Nominated Seller, the Nominated Servicer or the
       Trustee respectively by the Manager or in relation to the Trustee, the
       Nominated Servicer or the Nominated Seller in connection with this Deed
       or a Series Supplement.

 18.   REMUNERATION OF MANAGER AND TRUSTEE

 18.1  Management Fee

       The Manager is entitled to the payment from the Trustee (as trustee of a
       Series Trust) of a fee for administering and managing the Series Trust,
       calculated and payable in accordance with the terms of the Series
       Supplement relating to that Series Trust.

 18.2  Trustee Fee

       The Trustee is entitled to deduct from the Assets for the Series Trust
       and to pay to itself a fee for performing its duties in relation to the
       Series Trust, calculated and payable in accordance with the terms of the
       Series Supplement relating to the Series Trust.

 19.   RETIREMENT OF TRUSTEE

 19.1  Trustee Must Retire

       The Trustee must retire as trustee of each Series Trust if:

       (a)    (If required by Manager): having been required to do so by the
              Manager by notice in writing, the Trustee fails or neglects within
              20 Business Days (or such longer period as the Manager may agree
              to) after receipt of such notice to carry out or satisfy any
              material duty or obligation imposed on the Trustee by this Deed or
              any other Transaction Document in respect of a Series Trust;

       (b)    (Insolvency Event): an Insolvency Event occurs with respect to the
              Trustee in its personal capacity;

       (c)    (Cease to carry on business): the Trustee ceases to carry on
              business;

       (d)    (Merger without assumption): the Trustee merges or consolidates
              into another entity, unless approved by the Manager, which
              approval will not be withheld if, in the

                                                                             59.
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              Manager's reasonable opinion, the commercial reputation and
              standing of the surviving entity will not be less than that of the
              Trustee prior to such merger or consolidation, and unless the
              surviving entity assumes the obligations of the Trustee under the
              Transaction Documents; or

       (e)    (Change in ownership): there is a change in the ownership of 50
              per cent or more of the issued equity share capital of the Trustee
              from the position as at the date of this Deed, or effective
              control of the Trustee alters from the position as at the date of
              this Deed, unless in either case approved by the Manager, which
              approval will not be withheld if, in the Manager's reasonable
              opinion, the change in ownership or control of the Trustee will
              not result in a lessening of the commercial reputation and
              standing of the Trustee.

 19.2  Manager May Require the Trustee to Retire

       The Manager may, by written notice, direct the Trustee to retire if it
       believes in good faith that an event referred to in clause 19.1 has
       occurred.

 19.3  Manager May Remove Trustee from Office

       If the Trustee refuses to retire after being required to do under clause
       19.1 or 19.2, the Manager is entitled to remove the Trustee from office:

       (a)    upon the occurrence of an event set out in clauses 19.1 (a), (b)
              or (c), immediately by notice in writing; and

       (b)    upon the occurrence of an event set out in clauses 19.1 (d) or (e)
              (and where clause 19.3 (a) does not apply) upon 30 days notice in
              writing.

       On the retirement or removal of the Trustee under clause 19.1, clause
       19.2 or this clause the Manager, subject to any approval required by law,
       is entitled to and must use its reasonable endeavours to appoint in
       writing within 30 days of the retirement or removal of the Trustee some
       other Authorised Trustee Corporation, who is approved by the Rating
       Agencies for all then Series Trusts, to be the Trustee.  Until the
       appointment of the Substitute Trustee is complete, the Manager must act
       as Trustee in accordance with the terms of this Deed and is entitled to
       receive the fee payable in accordance with clause 18.2 for the period
       during which the Manager so acts.  If, after 30 days, the Manager has
       been unable to appoint an Authorised Trustee Corporation as Trustee in
       accordance with this clause then the Manager must convene a single
       meeting of Investors of all then Series Trusts at which a new Trustee may
       be appointed by Extraordinary Resolution of all Investors of the then
       Series Trusts.

 19.4  Trustee May Retire

       The Trustee may retire as trustee of all Series Trusts upon giving three
       months' notice in writing to the Manager or such lesser time as the
       Manager and the Trustee agree. Upon such retirement the

                                                                             60.
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       Trustee, subject to any approval required by law, must appoint as
       trustee of the Series Trusts in writing any other Authorised Trustee
       Corporation who is approved by the Rating Agencies of all then Series
       Trusts and the Manager, which approval must not be unreasonably withheld
       by the Manager. If the Trustee does not propose a replacement by the date
       which is one month prior to the date of its proposed retirement, the
       Manager is entitled to appoint a Substitute Trustee, which must be an
       Authorised Trustee Company who is approved by the Rating Agencies of all
       then Series Trusts. If a Substitute Trustee has not been appointed upon
       the expiry of the three month period commencing when the Trustee notifies
       the Manager of its intention to retire, then from the expiry of that
       three month period, the Manager must act as Trustee and must appoint an
       Authorised Trustee Corporation approved by the Rating Agencies as Trustee
       within 30 days. If the Manager is unable within 30 days to appoint such
       an Authorised Trustee Corporation as Trustee then the Manager must
       convene a single meeting of Investors of all then Series Trusts at which
       a new Trustee may be appointed by Extraordinary Resolution of the
       Investors of all the then Series Trusts.

 19.5  Substitute Trustee

       The purported appointment of a Substitute Trustee has no effect until the
       Substitute Trustee executes a deed under which it covenants to act as
       Trustee in respect of each Series Trust in accordance with this Deed and
       the other Transaction Documents.

 19.6  Release of Trustee

       Upon retirement or removal of the Trustee as trustee of each Series
       Trust, the Trustee is released from all obligations under this Deed and
       the other Transaction Documents arising after the date of the retirement
       or removal in respect of each Series Trust except for its obligation to
       vest all Assets in the Substitute Trustee and to deliver all books and
       records relating to each Series Trust to the Substitute Trustee (but the
       Trustee is not released from any obligations or liability that accrued
       prior to the date of the retirement of the Trustee).  The Manager may
       settle with the Trustee the amount of any sums payable by the Trustee to
       the Manager or by the Manager to the Trustee and may give to or accept
       from the Trustee a discharge in respect of those sums which is then
       conclusive and binding as between the Trustee and the Manager but not as
       between the Trustee and the Investors.

 19.7  Rating Agencies Advised

       In respect of any consents required by the Rating Agencies to the
       replacement of a Trustee pursuant to this clause 19 the Manager must
       approach and liaise with the Rating Agencies of the then Series Trusts.
       In addition, the Manager must inform the Rating Agencies of the then
       Series Trusts of the retirement or removal of the Trustee and give them
       the details of the Substitute Trustee.

 19.8  Indemnity

       Subject to clause 19.10, the retiring Trustee must indemnify the Manager
       and the Substitute Trustee in respect of all costs incurred as a result
       of:

       (a)    (Removal): its removal pursuant to clause 19.1, 19.2 or 19.3; or

                                                                             61.
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       (b)    (Retirement): its retirement pursuant to clause 19.4.

 19.9  Assets to Vest in Substitute Trustee

       Upon the retirement or removal of the Trustee from each Series Trust in
       accordance with the provisions of this clause 19, the Trustee must vest
       the Assets of each Series Trust, or cause them to be vested, in the
       Substitute Trustee and must deliver to the Substitute Trustee (or the
       Manager if it is acting as Trustee) all books, documents, records and
       other property whatsoever relating to the Series Trusts.  Subject to
       clause 19.8, the costs and expenses of this are to be paid out of the
       relevant Series Trust.

 19.10 Restriction on Security issues

       The Manager is not entitled to issue any further Securities during any
       period it acts as Trustee in accordance with clauses 19.3 and 19.4.

 20.   MANAGER DEFAULT AND RETIREMENT OF MANAGER

 20.1  Manager Default

       A Manager Default occurs if:

       (a)    (Insolvency Event): an Insolvency Event occurs in relation to the
              Manager; or

       (b)    (Other Manager Defaults): any other event occurs which is
              specified in any Series Supplement to constitute a Manager
              Default.

 20.2  Replacement of Manager

       While a Manager Default is subsisting and after the Trustee becomes aware
       of that Manager Default, the Trustee must , upon giving written notice to
       the Nominated Servicer, the Manager and the Rating Agencies (if any) of
       each then Series Trust, immediately terminate the rights and obligations
       of the Manager and appoint another entity to act in its place.

 20.3  Retirement of Manager

       The Manager may retire from the management of all the Series Trusts upon
       giving to the Trustee three months notice in writing or such lesser time
       as the Manager and the Trustee agree.  Upon that retirement the Manager,
       subject to any approval required by law, may appoint in writing any other
       corporation approved by the Trustee as Manager in its stead.  If the
       Manager does not propose a replacement by the date which is one month
       prior to the date of its proposed retirement, the Trustee is entitled to
       appoint a new Manager as of the date of the proposed retirement.

                                                                             62.
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 20.4  Appointment of Substitute Manager

       The purported appointment of a Substitute Manager has no effect until the
       Substitute Manager executes a deed under which it assumes the obligations
       of Manager under this Deed and all other Transaction Documents to which
       the Manager is a party.

 20.5  Trustee to act as Manager

       Until the appointment of the Substitute Manager is complete, the Trustee
       must act as Manager and in doing so must act in accordance with the
       provisions of this Deed.  The Trustee is entitled to receive the fee
       payable in accordance with clause 18.1 for the period during which the
       Trustee so acts.

 20.6  Settlement of Amounts Owing by Trustee to the Manager

       The Trustee may settle with the Manager the amount of any sums payable by
       the Manager to the Trustee or the Trustee to the Manager and may give to
       or accept from the Manager a discharge in respect of those sums which
       will be conclusive and binding as between the Trustee and the Manager, as
       between the Manager and the Investors.

 20.7  Payments to Manager

       The Manager may accept a payment or benefit, in connection with its
       retirement or removal, from the Substitute Manager.  The Manager is also
       entitled to receive payments or benefits which have accrued to the
       Manager under this Deed prior to the date of the Manager's retirement or
       removal from office.

 20.8  Manager to Provide Full Co-operation

       The Manager must provide its full co-operation in the event of a
       Management Transfer. The Manager must provide to the Substitute Manager
       copies of all paper and electronic files, information and other materials
       in its possession as the Trustee or the Substitute Manager may reasonably
       request within five days of the removal or retirement of the Manager in
       accordance with this clause.

 20.9  Indemnity

       The Manager indemnifies the Trustee in respect of all costs, damages,
       losses, expenses (including, without limitation, the costs and expenses
       of transferring all records and information specified in clause 20.8)
       incurred as a result of the replacement of the Manager pursuant to clause
       20.2.

                                                                             63.
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 21.   AUDITOR

 21.1  Appointment

       The Auditor of each Series Trust must be nominated by the Manager and
       acceptable to, and appointed by, the Trustee (and, failing such
       nomination by the Manager, the Trustee may nominate and appoint the
       Auditor).

 21.2  Qualification of Auditors

       The Auditor must be a firm of chartered accountants, some of whose
       members are Registered Company Auditors.

 21.3  Remuneration

       The remuneration of the Auditor of a Series Trust is to be determined by
       the Trustee and approved by the Manager.

 21.4  Removal

       The Trustee, after consulting with the Manager, may remove the Auditor of
       a Series Trust at any time.

 21.5  Auditor May Retire

       The Trustee must ensure that the terms of the appointment of the Auditor
       of a Series Trust provide that the Auditor may only retire as Auditor of
       the Series Trust upon giving six months' written notice to the Trustee.

 21.6  Trustee to Appoint New Auditor

       Any vacancy in the office of the Auditor of a Series Trust must be filled
       by the Trustee appointing a qualified person.

 21.7  Auditor May be Auditor of Nominated Servicer, Manager or Trustee

       The Auditor of a Series Trust may be the auditor of any Nominated Seller,
       any Nominated Servicer, the Manager or the Trustee or of any other trust
       whether of a similar nature to the Series Trusts or otherwise but may not
       be a director, officer or employee (or the partner or employee of a
       director, officer or employee) of any Nominated Seller, any Nominated
       Servicer, the Manager or of the Trustee.

                                                                             64.
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 21.8  Access to Working Papers

       The Auditor of a Series Trust must only be appointed on the basis that it
       will make its working papers and reports available for inspection by the
       Trustee and the Manager.

 21.9  Scope of Audit Duties

       The Auditor must at the end of each financial year and every six months
       thereafter audit a sample of transactions in respect of each Series Trust
       conducted under the Transaction Documents and provide a written report to
       the Trustee, the Manager and the Rating Agencies prepared in accordance
       with Approved Accounting Standards, consistently applied, and without
       limitation:

       (a)    (Outlining scope of audit): outlining the scope of the audit
              conducted;

       (b)    (Detailing breaches or confirming no breaches): either:

              (i)    detailing any material breaches identified by the audit on
                     the part of the Nominated Seller, the Nominated Servicer or
                     the Manager under the Transaction Documents relating to the
                     Series Trust; or

              (ii)   confirming that there were no material breaches of such
                     Transaction Documents identified by the audit and that the
                     Auditor is not aware of any events, facts or circumstances
                     which would result in a breach of such Transaction
                     Documents;

       (c)    (Reporting perceived errors or deviations): reporting on any
              errors or deviations from the procedures outlined in such
              Transaction Documents that had come to the Auditor's attention;
              and

       (d)    (Confirming income): in respect of the report provided at the end
              of each financial year, confirming in respect of each Series Trust
              that either:

              (i)    there is no amount of Net Tax Income in respect of the
                     previous year of income; or

              (ii)   any Net Tax Income in respect of the previous year is, for
                     the purposes of the Tax Act, properly included in the
                     assessable income of the Unitholders pursuant to clause
                     13.4 of this Deed.

 22.   ACCOUNTS AND AUDIT

 22.1  Maintenance of Accounting Records

       The Trustee must keep accounting records which correctly record and
       explain all amounts paid and received by the Trustee with respect to each
       Series Trust.  The Manager must keep accounting records which correctly
       record and explain all other transactions and the financial position of
       each Series Trust.  The Manager and the Trustee from time to time upon
       request must provide each other

                                                                             65.
<PAGE>

       with any information necessary to enable the Manager and the Trustee to
       perform their respective functions under this clause 22. Based on these
       records, the Manager must keep at its principal place of business (or
       another place approved by the Trustee) proper books of account in
       relation to each Series Trust that enable the Accounts in relation to the
       Series Trust to be prepared and audited in accordance with this Deed. The
       books of account in relation to a Series Trust must be open to inspection
       by the Manager, the Trustee, the Nominated Servicer for the Series Trust
       and the Auditor in relation to a Series Trust. Separate books of account
       must be maintained for each Series Trust.

 22.2  Accounts

       The Accounts for each Series Trust must be maintained in accordance with
       the Approved Accounting Standards.  Subject to compliance with the
       Approved Accounting Standards, the Accounts for each Series Trust may be
       varied, augmented or limited as is determined by the Manager, considered
       necessary by the Trustee or requested by the Auditor.

 22.3  Audit of Accounts

       The Manager must ensure that the Accounts of a Series Trust are audited
       as at the end of each Financial Year of the Series Trust and reported on
       by the Auditor of the Series Trust in accordance with the Corporations
       Law within 120 days of the end of the Financial Year.

 22.4  Information to Auditor

       The Auditor of a Series Trust is entitled to require from the Manager and
       the Trustee, and they must provide to the Auditor, all reasonable,
       information, accounts and explanations which are necessary for the
       performance of the duties of the Auditor.

 22.5  Availability of Audited Accounts

       A copy of the Accounts of a Series Trust and the Auditor's report in
       relation thereto will not be sent to the Investors of the Series Trust
       but will be furnished to an Investor of the Series Trust upon request and
       must, in any event, be available for inspection by the Investors of the
       Series Trust during business hours at the offices of the Trustee.

 22.6  Statutory Returns

       The Manager must prepare and lodge (or cause to be prepared and lodged)
       the Tax return for each Series Trust in respect of each of its Financial
       Years and any other statutory returns which are required to be prepared
       in respect of each Series Trust.  The Trustee must sign these returns.

                                                                             66.
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 23.   PAYMENTS TO INVESTORS

 23.1  Methods of Payment

       Any money payable by the Trustee to the Investors of a Series Trust under
       the provisions of this Deed or the corresponding Series Supplement may be
       paid:

       (a)    (By cheque): by crossed "not negotiable" cheque made payable to
              the payee and sent through the post to the registered address of
              the payee or, in the case of joint Investors, made payable to the
              joint Investors and sent to the registered address of the Investor
              whose name stands first in the Register or otherwise despatched,
              delivered or made available to be collected as the payee may from
              time to time specify;

       (b)    (Through Austraclear): by means of electronic transfer through
              Austraclear;

       (c)    (To bank account): by payment to a bank account in Australia of
              the payee nominated in writing by the payee; or

       (d)    (Other manner): in any other manner specified by the payee and
              agreed to by the Manager and the Trustee.

 23.2  Satisfaction and Discharge

       Payment of any amount in accordance with clause 23.1 will be in
       satisfaction of the money payable and is a good discharge to the Manager
       and the Trustee.

 23.3  Cheques and Notices

       The Trustee must prepare or cause to be prepared all cheques and notices
       which are to be issued in relation to a Series Trust and stamp the same
       as required by law at the expense of the relevant Series Trust, and the
       Trustee must sign (by autographical, mechanical or other means) such
       cheques for despatch by the day on which they ought to be despatched.

 23.4  No Interest on Payment of Amounts to Investors After Due Date

       Except as may be provided in the Series Supplement relating to a Series
       Trust, interest does not accrue on any amount which is due to be paid to
       any Investor of the Series Trust in accordance with this Deed or the
       Series Supplement after the date on which that amount falls due for
       payment under this Deed or the Series Supplement.  Without limiting the
       other rights of each Investor contained in this Deed, the Investor is not
       entitled to claim from the Trustee, any Nominated Servicer or the Manager
       or take any action against the Trustee, any Nominated Servicer or the
       Manager for an amount representing such interest or for any damages or
       loss suffered by the Investor for failure, or a delay, to pay any amount
       so due.

                                                                             67.
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 23.5  Deduction of Taxes

       (a)    (Withholding Tax for non-residents): The Trustee or any person
              making payments on behalf of the Trustee may deduct interest
              withholding tax imposed by the Commonwealth of Australia from
              payments of interest in respect of the Securities to non-residents
              of the Commonwealth of Australia not carrying on business in the
              Commonwealth of Australia at or through a permanent establishment
              and to residents of the Commonwealth of Australia carrying on
              business at or through a permanent establishment outside the
              Commonwealth of Australia unless a certificate pursuant to section
              221YM of the Tax Act is produced to the Trustee not later than
              close of business on the 2nd Business Day immediately preceding
              the relevant payment date.

       (b)    (Tax file numbers):  The Trustee or any person making payments on
              behalf of the Trustee may deduct tax-at-source on interest
              payments to each Securityholder at the highest personal marginal
              tax rate (plus levies) unless the Trustee receives from such
              Securityholder the tax file number of that Securityholder or
              evidence of any exemption the Securityholder may have from the
              need to advise the Trustee of such tax file number.  The tax file
              number or appropriate evidence (as the case may be) must be
              received by the Trustee not less than 2 Business Days prior too
              the relevant payment date.

 23.6  Rounding Down of Payments

       Subject to the corresponding Series Trust, any payment to an Investor in
       relation to a Series Trust must be rounded down to the nearest cent.

 23.7  Payments Netting

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

 24.   NOTICES

 24.1  Notices

       Any notice, request, certificate, approval, demand, consent or other
       communication to be given under this Deed:

       (a)    (Authorised Officer): must be given by an Authorised Officer of
              the relevant party;

                                                                             68.
<PAGE>

       (b)    (In writing): must be in writing; and

       (c)    (Delivery): must be left at the address of the addressee or sent
              by prepaid ordinary post to the address of the addressee or by
              facsimile to the facsimile number of the addressee, specified in
              clause 24.2 or any other address or facsimile number any party may
              from time to time notify to the other parties as its address for
              service pursuant to this Deed.

 24.2  Initial addresses

       The initial address and facsimile numbers of the Trustee and the Manager
       are:

       (a)    (Trustee):  in the case of the Trustee:


              Address:      Perpetual Trustee Company Limited
                            Level 3, 39 Hunter Street, Sydney, NSW, 2000

              Facsimile: (02) 9221 7870

              Attention: Manager, Securitisation Services

       (b)    (Manager): in the case of the Manager:


              Address:      Securitisation Advisory Services Limited
                            Level 3, 85 Harrington Court, Sydney, NSW, 2000

              Facsimile: (02) 9378 2481

              Attention: Head of Securitisation

 24.3  Deemed Receipt

       A notice, request, certificate, demand, consent or other communication
       under this Deed is deemed to have been received:

       (a)    (Delivery): where delivered in person, upon receipt at the
              relevant office;

       (b)    (Post): where sent by post, on the third (seventh if outside
              Australia) day after posting;

       (c)    (Fax): where sent by facsimile, on production by the dispatching
              facsimile machine of a transmission report by the machine from
              which the facsimile was sent which indicates that the facsimile
              was sent in its entirety to the facsimile number of the recipient.

                                                                             69.
<PAGE>

       However, if the time of deemed receipt of any notice is not before 5.30
       pm local time on a Business Day at the address of the recipient it is
       deemed to have been received at the commencement of business on the next
       following Business Day.

 24.4  Notices to Investors

       Any notice required or permitted to be given to an Investor must be given
       by mail, postage prepaid, at the address of the Investor as shown in the
       Register.  In the case of a Unit or Security held jointly the notice will
       be sent to the registered address of the joint Investor whose name stands
       first in the Register.  Any notice so mailed within the time prescribed
       in this Deed is conclusively presumed to have been duly given, whether or
       not the Investor receives such notice.  Notwithstanding the foregoing,
       any notice may be given to an Investor by an advertisement placed on a
       Business Day in The Australian Financial Review (or another nationally
       delivered newspaper).

 24.5  Information to Rating Agency by Manager

       The Manager must send the following information to each Rating Agency (if
       any) in relation to a Series Trust within a reasonable time of that
       information becoming available to it:

       (a)    (Statistics): such statistics as the Rating Agency and the Manager
              agree relating to the performance of the Approved Financial Assets
              forming part of the Assets of the Series Trust;

       (b)    (Notices): all notices and information sent to Investors of the
              Series Trust, including any notices of shortfalls in payments to
              the Securityholders;

       (c)    (Notice of changes): any change in the appointment of the Manager,
              the Trustee or the Auditor or Nominated Servicer of the Series
              Trust;

       (d)    (Insolvency Event information): any information relating to an
              Insolvency Event occurring in relation to the Manager, the Trustee
              or the Nominated Servicer or the Nominated Seller of the Series
              Trust;

       (e)    (Accounts): the audited Accounts in relation to the Series Trust
              prepared at the end of each Financial Year of the Series Trust,
              together with a copy of the Auditor's report on those Accounts;
              and

       (f)    (Other information): such other information, reports and materials
              required by the Series Supplement relating to the Series Trust.

 24.6  Manager to Notify Rating Agencies

       In addition to the information to be provided pursuant to clause 24.5,
       the Manager must give notice to each Rating Agency (if any) of a Series
       Trust and the Trustee, within a reasonable time of becoming aware, of any
       other event or occurrence in respect of the Series Trust which the
       Manager

                                                                             70.
<PAGE>

       reasonably believes would materially and adversely affect the interests
       of the Investors in respect of that Series Trust or affect the rating
       assigned by the Rating Agency to any Securities in respect of that Series
       Trust.

 24.7  Late Notice

       The giving of late notice does not operate to release any party from its
       obligations under this Deed.

 25.   AMENDMENT TO TRUST DEED AND SERIES SUPPLEMENT

 25.1  Supplemental Deed of Variation

       Subject to the other provisions of this clause 25, the Trustee and the
       Manager may amend, add to or revoke any provision of this Deed or a
       Series Supplement (including this clause 25 .1) if the amendment,
       addition or revocation:

       (a)    (Necessary or expedient): in the opinion of the Trustee or of a
              barrister or solicitor instructed by the Trustee is necessary or
              expedient to comply with the provisions of any statute, ordinance,
              regulation or by-law or with the requirement of any statutory
              authority;

       (b)    (Manifest error): in the opinion of the Trustee is made to correct
              a manifest error or is of a formal, technical or administrative
              nature only;

       (c)    (Amendment to law): in the opinion of the Trustee, is:

              (i)   required by; or
              (ii)  a consequence of; or
              (iii) consistent with; or
              (iv)  appropriate or expedient as a consequence of,

              any amendment to any statute, regulation or altered requirements
              of any Governmental Agency (including, without limitation, any
              amendment, addition or revocation which is in the opinion of the
              Trustee appropriate or expedient as a result of any amendment to
              the Tax Act or any ruling by the Commissioner or Deputy
              Commissioner of Taxation or any government announcement or
              statement that has or may have the effect of altering the manner
              or basis of taxation of trusts generally or of trusts similar to
              any of the Series Trusts);

       (d)    (Relates to future Series Trusts): in the case only of this Deed,
              relates only to a Series Trust not yet constituted;

       (e)    (Convenient): in the opinion of the Trustee, will enable the
              provisions of this Deed or a Series Supplement to be more
              conveniently, advantageously, profitably or economically
              administered; or

                                                                             71.
<PAGE>

       (f)    (Otherwise desirable): in the opinion of the Trustee is otherwise
              desirable for any reason.

 25.2  Amendments Prejudicial to Unitholders of a Class

       Subject to clause 25.3, if in the reasonable opinion of the Trustee any
       amendment, addition or revocation referred to in clauses 25.1(e) or (f)
       is likely to be prejudicial to the interests of a particular Class of
       Unitholders of a Series Trust, the amendment, addition or revocation may
       only be effected if the Unitholders of the Class pass an Extraordinary
       Resolution approving such amendment, addition or revocation.

 25.3  Amendments Prejudicial to all Unitholders of a Series Trust

       If in the reasonable opinion of the Trustee any amendment, addition or
       revocation referred to in clause 25.1(e) or (f) is likely to be
       prejudicial to the interests of all Unitholders in respect of a Series
       Trust:

       (a)    (Extraordinary Resolution):  the amendment, addition or revocation
              may be effected only if the Unitholders pass an Extraordinary
              Resolution approving such amendment, addition or revocation; and

       (b)    (Class meetings not required):  even if the proposed amendment,
              addition or revocation affects Unitholders of a particular Class,
              a separate Extraordinary Resolution is not required for each Class
              of Unitholders pursuant to clause 25.2.

 25.4  Amendments Prejudicial to Securityholders of a Class

       Subject to clause 25.5, if in the reasonable opinion of the Trustee any
       amendment, addition or revocation referred to in clause 25.1(e) or (f) is
       likely to be prejudicial to the interests of a particular Class of
       Securityholders in respect of a Series Trust, the amendment, addition or
       revocation may only be effected if the Securityholders of the Class pass
       an Extraordinary Resolution approving such amendment, addition or
       revocation.

 25.5  Amendments Prejudicial to all Securityholders of a Series Trust

       If in the reasonable opinion of the Trustee, any amendment, addition or
       revocation referred to in clause 25.1(e) or (f) is likely to be
       prejudicial to the interests of all Securityholders in respect of a
       Series Trust:

       (a)    (Extraordinary Resolution): the amendment, addition or revocation
              may only be effected if the Securityholders in respect of that
              Series Trust pass an Extraordinary Resolution approving such
              amendment, addition or revocation; and

       (b)    (Class meetings not required): even if the proposed amendment,
              addition or

                                                                             72.
<PAGE>

              revocation affects Securityholders of a particular
              Class, a separate Extraordinary Resolution is not required for
              each Class of Securityholders pursuant to clause 25.4.

 25.6  Manager's Certificate Relating to Rating of Securities

       The Trustee must not amend, add to or revoke any provision of this Deed
       or a Series Supplement, unless except in relation to clause 25.1(d), the
       Trustee receives a certificate from the Manager that:

       (a)    (Notice to Rating Agencies): 10 Business Days' prior written
              notice of the amendment, addition or revocation was given by the
              Manager to each Rating Agency (if any) of any Series Trust
              affected by the amendment, addition or revocation; and

       (b)    (No downgrade): no such Rating Agency (if any) has advised the
              Manager that the amendment, addition or revocation if implemented
              will cause the then rating of the Securities by such Rating Agency
              to be withdrawn or downgraded.

 25.7  No Variation may Contradict Transaction Documents

       The Trustee may not amend, add to or revoke any provision of this Deed or
       a Series Supplement in respect of a Series Trust where such amendment,
       addition or revocation requires the consent of another party under any
       Transaction Document in respect of that Series Trust and such consent has
       not been obtained in accordance with the provisions of the relevant
       Transaction Document.

 26.   MEETINGS OF INVESTORS

 26.1  Convening of Meetings by Manager or Trustee

       The Manager or the Trustee may convene a meeting of the Investors,
       Securityholders, a Class of Securityholders, Unitholders or a Class of
       Unitholders (the "Relevant Investors") if required pursuant to this Deed
       or if it wishes to do so at any other time.

 26.2  Notice of Meetings

       (a)    (Notice): Subject to clause 26.2(b) at least seven days' notice
              (inclusive of the day on which the notice is given and of the day
              on which the meeting is held) of a meeting of the Relevant
              Investors must be given to the Relevant Investors.

       (b)    (Shorter notice): Notwithstanding clause 26.2(a), if it is so
              agreed by a majority in number of the Relevant Investors having
              the right to attend and vote at the meeting, being a majority that
              together hold at least 95% of the then outstanding Securities or
              Units corresponding to the meeting of the Relevant Investors, a
              resolution may be proposed and passed at a meeting of which less
              than seven days' notice has been given.

       (c)    (Accidental omission does not invalidate): The accidental omission
              to give notice to or the non-receipt of notice by any Relevant
              Investor does not invalidate the

                                                                             73.
<PAGE>

              proceedings at any meeting.

       (d)    (Copies of notices): A copy of a notice convening a meeting must
              be given by the Trustee to the Manager.

       (e)    (Manner of notice): Notice of a meeting must be given in the
              manner provided in this Deed.

       (f)    (Details to be included in notice): A notice of a meeting of the
              Relevant Investors must specify:

              (i)   the day, time and place of the proposed meeting; and
              (ii)  the reason for the meeting being convened; and
              (ii)  the agenda of the business to be transacted at the meeting;
                    and
              (iv)  the terms of any proposed resolution; and
              (v)   that the persons appointed to maintain the Register may for
                    the purpose of determining those entitled to attend may not
                    register any transfer of a Security or Unit (as the case
                    may be) in the period of two Business Days prior to the
                    meeting; and

              (vi)  that appointments of proxies must be lodged no later than 24
                    hours prior to the time fixed for the meeting; and
              (vi)  such additional information as the person giving the notice
                    thinks fit.

 26.3  Chairman

       The chairman of a meeting must be a person (who need not be a Relevant
       Investor and who may be a representative of the Trustee) nominated by the
       Trustee.

 26.4  Quorum

       At any meeting any two or more persons present in person being Relevant
       Investors or Representatives holding or representing, in the aggregate
       not less than 67% of the Securities or Units corresponding to the meeting
       of the Relevant Investors and then outstanding will form a quorum for the
       transaction of business and no business (other than the choosing of a
       chairman) must be transacted at any meeting unless the requisite quorum
       is present at the commencement of business.

 26.5  Adjournment

       (a)    (Adjournment): If within 15 minutes from the time appointed for
              any meeting a quorum is not present the meeting will stand
              adjourned (unless the Trustee agrees that it be dissolved) for
              such period, not being less than seven days nor more than 42 days,
              as may be appointed by the chairman.  At such adjourned meeting
              two or more persons present in person being Relevant Investors
              holding, or being Representatives holding or representing, in the
              aggregate not less than 50% of the Securities or Units
              corresponding

                                                                             74.
<PAGE>

              to the meeting of the Relevant Investors and then outstanding will
              form a quorum and will have the power to pass any resolution and
              to decide upon all matters which could properly have been dealt
              with at the meetings from which the adjournment took place had a
              quorum been present at such meeting.

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

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

 26.6  Voting Procedure

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

       (b)    (Poll): At any meeting, unless a poll is (before or on the
              declaration of the result of the show of hands) demanded by the
              chairman, the Trustee or the Manager or by one or more persons
              being Relevant Investors holding, or being Representatives holding
              or representing, in aggregate not less than 2% of the Securities
              or Units corresponding to the meeting of the Relevant Investors
              and then outstanding, a declaration by the chairman that a
              resolution has been carried by a particular majority or lost or
              not carried by any particular majority is conclusive evidence of
              the fact without proof of the number or proportion of the votes
              recorded in favour of or against such resolution.

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

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

                                                                             75.
<PAGE>

       (e)    (Representatives): Subject to clause 26.6(a), at any meeting:

              (i)    on a show of hands every person being a Relevant Investor
                     holding, or being a Representative holding or representing,
                     then outstanding Securities or Units corresponding to the
                     meeting of the Relevant Investors has one vote; and

              (ii)   on a poll every person who is present has one vote for each
                     Security or Unit corresponding to the meeting of the
                     Relevant Investors and then outstanding that he or she
                     holds or in respect of which he or she is a Representative.
                     Any person entitled to more than one vote need not use all
                     his or her votes or cast all his or her votes to which he
                     or she is entitled in the same way.

 26.7  Right to Attend and Speak

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

 26.8  Appointment of proxies

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

       (b)    (Proxy votes valid): Any vote given in accordance with the terms
              of an appointment of proxy conforming with clause 26.8(a) will be
              valid notwithstanding the previous revocation or amendment of the
              appointment of proxy or of any of the Relevant Investor's
              instructions pursuant to which it was executed, provided that no
              intimation in writing of such revocation or amendment is received
              by the Trustee at its registered office or by the chairman of the
              meeting in each case not less than 24 hours before the
              commencement of the meeting or adjourned meeting at which the
              appointment of proxy is used.

                                                                             76.
<PAGE>

 26.9  Corporate Representatives

       A person authorised pursuant to sections 249(3)-(6) of the Corporations
       Law by a Relevant Investor being a body corporate to act for it at any
       meeting is, in accordance with his or her authority until his or her
       authority is revoked by the body corporate concerned, entitled to
       exercise the same powers on behalf of that body corporate as that body
       corporate could exercise if it were an individual Relevant Investor and
       is entitled to produce evidence of his or her authority to act at any
       time before the time appointed for the holding of or at the meeting or
       adjourned meeting or for the taking of a poll at which he or she proposes
       to vote.

 26.10 Rights of Representatives

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

 26.11 Powers of a Meeting of Securityholders

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

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

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

              (ii)   to sanction the exchange or substitution of Securities or
                     Units for or the conversion of Securities or Units into,
                     other obligations or securities of the Trustee or any other
                     body corporate formed or to be formed;

              (iv)   pursuant to clause 25 to consent to any amendment, addition
                     or revocation of this Deed proposed by the Trustee or the
                     Manager;

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

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

       (b)    (Limitation): A meeting of Relevant Investors does not have power
              to, nor will any

                                                                             77.
<PAGE>

              resolution submitted to the meeting propose or have the effect of:

              (i)    removing the Trustee, the Manager or any Nominated Servicer
                     from office, other than in accordance with the terms of
                     this Deed or the corresponding Series Supplement;
              (ii)   interfering with the management of any Series Trust;
              (ii)   winding up or terminating any Series Trust; or
              (iv)   disposing of, or otherwise dealing with, the Assets of any
                     Series Trust.

 26.12 Extraordinary Resolution Binding on Relevant Investors

       An Extraordinary Resolution passed at a meeting of Relevant Investors
       duly convened and held in accordance with this Deed or passed in
       accordance with clause 26.14 is binding upon all the Relevant Investors
       whether or not present at such meeting and each of the Relevant
       Investors, the Trustee and the Manager are bound to give effect thereto
       accordingly provided that:

       (a)    (If resolution affects particular Class): a resolution of all
              Relevant Investors which in its terms (or having regard to the
              terms of this Deed) affects a particular Class of Securityholders
              or Unitholders only, or in a manner different to the rights of the
              Relevant Investors generally, is not binding on the
              Securityholders or Unitholders of that particular Class unless the
              Securityholders or Unitholders of that particular Class have, by
              Extraordinary Resolution, agreed to be bound thereby; and

       (b)    (If resolution affects a particular Investor): a resolution of
              Relevant Investors which in its terms (or having regard to the
              terms of this Deed) affects a particular Investor only, or in a
              manner different to the rights of all Investors of its Class
              generally, is not binding on that Investor unless it has agreed to
              be bound thereby.

 26.13 Minutes and Records

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

 26.14 Written resolutions

       Notwithstanding the preceding provisions of this clause 26, a resolution
       of Relevant Investors (including an Extraordinary Resolution) may be
       passed, without any meeting or previous notice being required, by an
       instrument or instruments in writing which has or have:

                                                                             78.
<PAGE>

       (a)    (Written resolution): in the case of a resolution (including an
              Extraordinary Resolution) of Relevant Investors, been signed by
              all Relevant Investors; and

       (b)    (When effective): any such instrument is effective upon
              presentation to the Trustee for entry in the records referred to
              in clause 26.13.

 26.15 Further Procedures for Meetings

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

       (a)    (Regarding entitlement to vote): so as to satisfy itself that
              persons who purport to attend or vote at any meeting of the
              Relevant Investors are entitled to do so in accordance with this
              Deed; and

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

 27.   MISCELLANEOUS

 27.1  Inspection of Transaction Documents

       A copy of the Transaction Documents (other than any Dealer Agreement) in
       relation to a Series Trust, together with all amendments, must at all
       times during usual business hours be made available by the Manager in
       Sydney for inspection (but not copying) by each Unitholder and
       Securityholder in respect of the Series Trust.

 27.2  Certificates by Manager

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

 27.3  Waivers, Remedies Cumulative

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

                                                                             79.
<PAGE>

 27.4  Rights Cumulative

       The rights, powers and remedies provided in this Deed are cumulative and
       not exclusive of the rights, powers or remedies provided by law
       independently of this Deed.

 27.5  Retention of Documents

       All applications for Securities, cancelled Security Certificates,
       Security Transfers and instruments of transmission must be retained by
       the Manager for a period of 7 years but on the expiration of 7 years from
       the date of any such document the same may be destroyed.

 27.6  Governing Law

       This Deed will be governed by and construed in accordance with the laws
       of the Australian Capital Territory.

 27.7  Jurisdiction

       (a)    (Submission to Jurisdiction): The Trustee, the Manager, each
              Unitholder and each Securityholder, irrevocably submit to and
              accept, generally and unconditionally, the non-exclusive
              jurisdiction of the courts and appellate courts of the Australian
              Capital Territory with respect to any legal action or proceedings
              which may be brought at any time relating in any way to this Deed.

       (b)    (Waiver of inconvenient forum): The Trustee, the Manager, each
              Unitholder and each Securityholder, irrevocably waives any
              objection it may now or in the future have to the venue of any
              such action or proceedings and any claim it may now or in the
              future have that any such action or proceeding has been brought in
              an inconvenient forum.

 27.8  Severability of Provisions

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

 27.9  Counterparts

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

 27.10 No Revocation of Power of Attorney

       Each attorney, by signing this Deed, declares that he or she has not
       received any notice of the revocation of the power of attorney under
       which he or she signs this Deed.

                                                                             80.
<PAGE>

EXECUTED as a deed.


SIGNED, SEALED AND DELIVERED                )
for and on behalf of                        )
SECURITISATION ADVISORY                     )
SERVICES PTY LIMITED,                       ) Signature of Alfonso del Rio
ACN 064 133 946, by Alfonso del Rio         ) Solicitor (ACT & NSW)
under a power of attorney dated 7 October   ) -------------------------------
1997 and registered number 109792,          ) (Signature of Attorney)
in the presence of:                         )
                                            )


Signature of Rachael Lewis
--------------------------
(Signature of Witness)


RACHAEL LEWIS
Solicitor, A.C.T.
--------------------------
(Name of Witness in Full)
SIGNED, SEALED AND DELIVERED                )
for and on behalf of PERPETUAL              )
TRUSTEE COMPANY LIMITED, ACN                )
000 001 007, by Merle Hunt                  ) Signature of Merle Hunt
under a power of attorney dated             ) -------------------------------
8 October 1997 and registered number        ) (Signature of Attorney)
109963, in the presence of:                 )


Signature of Rachael Lewis
-----------------------------
(Signature of Witness)


RACHAEL LEWIS
Solicitor, A.C.T.
-----------------------------
(Name of Witness in Full)

                                                                             81.