Exhibit 4.3

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                    National RMBS Trust 200[ ]-[ ] Supplemental Deed

Date:               [           ]

Parties:            [NAME AND ABN OF ISSUER TRUSTEE] in its capacity as trustee
                    of the Trust having its registered office at [address of
                    Issuer Trustee] (hereinafter included in the expression
                    "Issuer Trustee")
                    NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102 668 226)
                    having an office at Level 24, 500 Bourke Street, Melbourne
                    VIC 3000, Australia ("Global Trust Manager")
                    NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)
                    having its registered office at Level 24, 500 Bourke
                    Street, Melbourne, Victoria 3000 (in its capacity as
                    "Seller")
                    [NAME AND ABN OF SECURITY TRUSTEE] in its capacity as
                    security trustee of the Security Trust having its
                    registered office at [address of Security Trustee]
                    (hereinafter included in the expression "Security
                    Trustee")
                    NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)
                    having its registered office at Level 24, 500 Bourke
                    Street, Melbourne, Victoria 3000 (in its capacity as
                    "Servicer")
                    [Insert any other relevant parties]
                     ----------------------------------

Recitals:
               A.   By the Master Trust Deed, provision was made for the
                    establishment of the Trust pursuant to a Notice of
                    Creation of Trust, which will be regulated by this deed.

               B.   The Issuer Trustee may acquire Mortgage Loans.

               C.   The Security Trustee will hold a security interest over
                    the Assets of the Trust under the Master Security Trust
                    Deed and the Deed of Charge.

               D.   The Servicer will be appointed to service the Mortgage
                    Loans, which, from time to time, will comprise Assets of
                    the Trust under, the Servicing Agreement and this deed.

               E.   The Issuer Trustee, at the direction of the Global Trust
                    Manager, may obtain funds by issuing the Notes in
                    accordance with the terms of this deed.

               F.   The parties to this deed have agreed that the terms and
                    conditions for the constitution of the Trust and the
                    issuing of the Notes in respect of the Trust will be the
                    terms and conditions set out in the Master Trust Deed and
                    this deed.


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Operative provisions:

PART 1 - INTERPRETATION

1    Interpretation
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Definitions
               1.1  The following words have these meanings unless the
                    contrary intention appears:

                    A$ means the lawful currency of the Commonwealth of
                    Australia.

                    A$ [Senior Class of Note] Interest Amount means [insert
                    methodology for calculation of interest amount]

                    A$ [Senior Class of Note] Interest Rate means, in respect
                    of a [Senior Class of Note], [insert methodology for
                    calculation of interest rate]

                    A$ [Senior Class of Note] Margin, in respect of a [Senior
                    Class of Note], has the same meaning as the "Spread"
                    specified under the heading "A$ Floating Amounts payable
                    by Party B" in the confirmation for each Currency Swap.

                    A$ [Senior Class of Note] Principal means, in relation to
                    a Payment Date [insert methodology for calculation of
                    principal]

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

                    A$ Exchange Rate means the "A$ Exchange Rate" specified
                    under the heading "Exchange Rates" in the confirmation for
                    each Currency Swap.

                    A$ Note means [insert class/classes of A$ Note].

                    A$ Note Interest Amount means, in respect of an A$ Note, a
                    Payment Date and the Interest Period ending on (but
                    excluding) that Payment Date, the amount calculated in
                    accordance with clause 8.7 for that A$ Note.

                    A$ Note Interest Rate means, in respect of an A$ Note, a
                    Payment Date and the Interest Period ending on (but
                    excluding) that Payment Date, [insert methodology for
                    calculation of interest rate]

                    A$ Note Margin means, in relation to an A$ Note, [insert
                    methodology for calculation of margin]

                    Aggregate Stated Amount means, on any Determination Date,
                    the aggregate of the A$ Equivalent of the Stated Amounts
                    of the relevant Notes at that time.

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                    Available Income means, for any period, the amount
                    calculated in accordance with clause 14.4.

                    Available Liquidity Amount has the meaning given to it in
                    the Liquidity Facility Agreement.

                    Available Redraw Amount has the meaning given to it in the
                    Redraw Facility Agreement.

                    [Bank Bill Rate means, in respect of any Interest Period,
                    the rate expressed as a percentage per annum:

                    (a)  calculated by taking the rate appearing on the
                         Reuters screen BBSW page at or about 10.15 am
                         (Melbourne time) on the first day of that Interest
                         Period for each bank so quoting (being no fewer than
                         five) as being the mean buying and selling rate for a
                         bill (which for the purpose of this definition means
                         a bill of exchange of the type specified for the
                         purpose of quoting on the Reuters screen BBSW page)
                         having a tenor of 90 days after eliminating the
                         highest and the lowest mean rates and taking the
                         average of the remaining mean rates (rounded up, if
                         necessary, to the nearest four decimal places);

                    (b)  if fewer than five banks quote on the Reuters screen
                         BBSW page, the rate calculated as above by taking the
                         rates otherwise quoted by five banks otherwise
                         authorised to quote rates on the Reuters screen BBSW
                         page at or about 10.15 am (Melbourne time) for a bill
                         of exchange having a tenor of 90 days; or

                    (c)  if a rate cannot be determined in accordance with the
                         procedures in (a) or (b), the rate specified in good
                         faith by the Global Trust Manager at or around that
                         time on that day, having regard, to the extent
                         possible, to comparable indices then available as to
                         the rate otherwise bid and offered for bills of
                         exchange having a tenor of 90 days,

                    provided that, in respect of the first Interest Period if
                    the Interest Period is less than 90 days, the Bank Bill
                    Rate for that Interest Period will be the Bank Bill Rate
                    for 90 days and if the first Interest Period is greater
                    than 90 days, the Bank Bill Rate for that Interest Period
                    will be calculated by the Global Trust Manager to be a
                    linear interpolated rate for the relevant period.]

                    Basis Swap means an ISDA Master Agreement, the schedule
                    relating to it and each confirmation between the Basis
                    Swap Provider, the Issuer Trustee and the Global Trust
                    Manager under which the Issuer Trustee pays to the Basis
                    Swap Provider an amount in respect of Purchased Mortgage
                    Loans that do not bear interest at a fixed rate and under
                    which the Basis Swap Provider pays to the Issuer Trustee
                    an amount calculated by reference to the [Bank Bill Rate].

                    Basis Swap Provider means [name of Basis Swap Provider] or
                    such other person who may be appointed under this deed or
                    the Basis Swap to act as the Basis Swap Provider.

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                    Call Option Date means, in respect of the Notes, each
                    Payment Date commencing on or after the earlier of:

                    (a)  the Payment Date falling in [month, year]; and

                    (b)  the Payment Date on which the aggregate Outstanding
                         Principal Balance of all Housing Loans referable to
                         the Purchased Mortgage Loans (calculated as at the
                         end of the immediately preceding Collection Period)
                         is less than 10% of the aggregate Outstanding
                         Principal Balance of all Housing Loans referable to
                         the Purchased Mortgage Loans on the Closing Date.

                    Carryover Principal Charge-Off has the meaning given in
                    clause 14.15.

                    [Senior Class of Book-Entry Note] means a Book-Entry Note
                    (as defined in the Definitions Schedule) issued in respect
                    of the [Senior Class of Notes].

                    [Senior Class of Definitive Note] means a Definitive Note
                    (as defined in the Definitions Schedule) issued in respect
                    of the [Senior Class of Notes].

                    [Senior Class of Note] means a Note referred to in clause
                    8.1(a) and issued on the terms and conditions contained in
                    the [Conditions of the Senior Class of Notes / this deed
                    and the Dealer Agreement].

                    [Noteholders of the Senior Class of Notes] has the same
                    meaning as in the [Conditions of the Senior Class of
                    Notes].

                    [Conditions of the Senior Class of Notes] means the terms
                    and conditions for the [Senior Class of Notes] as annexed
                    as Schedule 1 to the Note Trust Deed in respect of the
                    Trust.

                    [Note Owner of Senior Class of Note] means a Note Owner
                    (as defined in the Definitions Schedule) in respect of the
                    [Senior Class of Notes].

                    [Senior Class of Note] Percentage means [insert
                    methodology for calculation of percentage]

                    [Register of Senior Class of Notes]means the Note Register
                    (as defined in the Definitions Schedule) maintained in
                    respect of the [Senior Class of Notes].

                    [Registrar of Senior Class of Notes]means the Note
                    Registrar (as defined in the Definitions Schedule) in
                    respect of the [Senior Class of Notes].

                    [Junior Class of Note] means a Note referred to in clause
                    8.1(b) issued on the terms and conditions contained in
                    [this deed and the Dealer Agreement / Conditions of the
                    Junior Class of Notes (if the Junior Class of Notes is
                    issued in US)].

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                    [Noteholder of Junior Class of Notes] means [where the
                    Junior Class of Notes are not issued in the US] each
                    person who is from time to time entered in the Register as
                    the holder of a [Junior Class of Note].

                    [Junior Class of Note] Percentage means [insert
                    methodology for calculation of percentage]

                    [Junior Class of Note] Principal means, in relation to a
                    Payment Date, [insert methodology for calculation of
                    principal]

                    Clean-Up Account means the bank account established by the
                    Issuer Trustee under clause 5.6(iii)(A) and, pending the
                    establishment of that bank account in accordance with this
                    deed, means the Collections Account.

                    Clean-Up Amount means [insert methodology for calculation
                    of clean-up amount]

                    Clean-Up Offer has the meaning given to it in clause 5.1.

                    Clean-Up Offer Amount has the meaning given to it in
                    clause 5.1.

                    Clean-Up Option means the offer by the Issuer Trustee to
                    reconvey the Purchased Mortgage Loans to the Seller under
                    clause 5.1.

                    Closing Date means the date on which the offer contained
                    in a Secondary Sale Agreement is accepted by the Issuer
                    Trustee.

                    Collateral Account means any collateral account (as
                    defined in, and established under, a Support Facility).

                    Collection Period means, in relation to a Payment Date,
                    the period from (and including) the first day of the
                    [insert applicable monthly, quarterly or semi-annual
                    collection period] immediately preceding the related
                    Determination Date up to (and including) the last day of
                    the [insert applicable monthly, quarterly or semi-annual
                    collection period] immediately preceding the related
                    Determination Date except in the case of the first
                    Collection Period, which commences on the day after the
                    Cut-Off Date and ends on [       ].

                    Collections means [         ].

                    Currency Swap means each ISDA Master Agreement, the
                    schedule to it, each confirmation issued under it, and any
                    credit support annex entered into in connection with it
                    between a Currency Swap Provider, the Issuer Trustee, the
                    Global Trust Manager and a person acting as the support
                    provider.

                    Currency Swap Provider means [name(s) of Currency Swap
                    Provider(s)], and any other person who subsequently enters
                    into a currency swap with the Issuer Trustee and the
                    Global Trust Manager.

                    Dealer Agreement means the agreement entitled "National
                    RMBS Trust 200[ ]-[ ] Dealer Agreement" between the Issuer
                    Trustee, the Global Trust Manager, the Seller and [name
                    and ABN of Dealer].

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                    Definitions Schedule means the deed entitled "National
                    RMBS Trusts Definitions Schedule" dated [     ] and made
                    between the parties named in schedule 1 to that deed (as
                    amended from time to time).

                    Delegation Deed means the deed entitled "National RMBS
                    Trusts Deed of Delegation" dated [     ] between the Global
                    Trust Manager and National Australia Managers Limited (ABN
                    70 006 437 565) (as amended from time to time).

                    Determination Date means the day which is [     ] Business
                    Days prior to a Payment Date.

                    Early Repayment Costs mean those costs which are actually
                    received from a Debtor during a Collection Period as a
                    result of the Debtor prepaying any amount in respect of a
                    Fixed Interest Rate Loan.

                    Enforcement Expenses means all expenses paid by or on
                    behalf of the Servicer in connection with the enforcement
                    of any Purchased Mortgage Loan.

                    Excess Available Income has the meaning given to it in
                    clause 14.10.

                    Expenses of the Trust means all costs, charges and
                    expenses reasonably and properly incurred by the Issuer
                    Trustee or the Global Trust Manager in connection with the
                    Trust and any other amounts for which the Issuer Trustee
                    is entitled to be reimbursed or indemnified out of the
                    Trust and which the Issuer Trustee elects to pay,
                    including, without limitation, the expenses as described
                    in clause 26.3 of the Master Trust Deed.

                    Extraordinary Expenses means, on a Determination Date, any
                    out of pocket expenses incurred by the Issuer Trustee
                    during the immediately preceding Collection Period that
                    are not Required Payments in respect of that Determination
                    Date.

                    Final Maturity Date means the Payment Date occurring in
                    [month, year].

                    Final Termination Date means the date referred to in
                    clause 2.2.

                    Finance Charge Collections means, in respect of a
                    Determination Date, the amount calculated in accordance
                    with clause 14.3.

                    Fixed Interest Rate Loan means any Housing Loan comprising
                    part of a Mortgage Loan in respect of which the Seller or
                    the Servicer cannot vary the interest rate charged to the
                    Debtor for a specified period of time.

                    Fixed Rate Swap means an ISDA Master Agreement, the
                    schedule relating to it and each confirmation between the
                    Fixed Rate Swap Provider, the Issuer Trustee and the
                    Global Trust Manager, under which the Issuer Trustee pays
                    to the Fixed Rate Swap Provider an amount in respect of
                    Purchased Mortgage Loans that bear interest at a fixed
                    rate and under which the Fixed Rate Swap Provider pays to
                    the Issuer Trustee an amount calculated by reference to
                    the [Bank Bill Rate].

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                    Fixed Rate Swap Provider means National Australia Bank
                    Limited, or such other person who may be appointed under
                    this deed or the Fixed Rate Swap to act as the Fixed Rate
                    Swap Provider.

                    Initial Invested Amount has, in relation to a [Senior
                    Class of Note], the meaning given to it in clause 8.5(a)
                    and, in relation to an A$ Note, has the meaning given to
                    it in clause 8.5(b) [if required, insert clause references
                    in relation to other classes of Notes].

                    Interest Amount means, in respect of a [Senior Class of
                    Note] and in respect of any Interest Period, the amount
                    calculated in accordance with clause 8.6.

                    Interest Period, in respect of a Note, means (initially)
                    the period from (and including) the Issue Date to (but
                    excluding) the first Payment Date and thereafter each
                    period from (and including) each Payment Date to (but
                    excluding) the next following Payment Date. The final
                    Interest Period is from (and including) the Payment Date
                    immediately preceding the date on which interest ceases to
                    accrue on the Note pursuant to the [Conditions of the
                    Senior Class of Notes or Class/Classes of Notes issued in
                    US] or this deed, as the case may be, to (but excluding)
                    the date on which interest ceases to accrue on the Note
                    pursuant to the [Conditions of the Senior Class of Notes
                    or Class/Classes of Notes issued in US] or this deed, as
                    the case may be.

                    Invested Amount on any Determination Date:

                    (a)  in respect of a [Senior Class of Note which is issued
                         in US], has the same meaning as in the [Conditions of
                         the Senior Class of Notes];

                    (b)  in respect of an A$ Note, means an amount equal to:

                         (i) the Initial Invested Amount of that A$ Note; less

                         (ii) the aggregate of all Principal Amounts which
                         have been paid before that date in relation to that
                         A$ Note; less

                         (iii) the Principal Amount to be paid on the next
                         Payment Date in relation to that A$ Note.

                    [If  required, insert definition of Invested Amount in
                         respect of further Class/Classes of Notes]

                    Linked Deposit Account means a deposit account maintained
                    by a Debtor with the Seller under which either:

                    (a)  interest that would otherwise be earned in respect of
                         the deposit account is set off against interest due
                         under the Housing Loan of that Debtor; or

                    (b)  interest is not earned on the deposit account, but
                         interest due under the Housing Loan of that Debtor is
                         calculated by deducting the credit balance of that
                         deposit account from the balance of the Housing Loan,
                         and then applying the interest rate applicable to the
                         Housing Loan to the result.

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                    Liquidity Drawing means the amount drawn under the
                    Liquidity Facility on any Payment Date.

                    Liquidity Shortfall means, on a Determination Date, the
                    amount (if any) by which the Payment Shortfall on that
                    Determination Date exceeds the Principal Draw which is
                    allocated on that Determination Date for application
                    towards the Payment Shortfall in accordance with clause
                    14.5.

                    Mortgage Insurance Interest Proceeds means, in respect of
                    a Purchased Mortgage Loan, the amount received by or on
                    behalf of the Issuer Trustee under a Mortgage Insurance
                    Policy and which is determined by the Global Trust Manager
                    not to be in the nature of principal.

                    Mortgage Insurance Policy includes, for the purposes of
                    the Definitions Schedule, the Pool Insurance Policy.

                    Mortgage Insurer means [insert names of mortgage insurers]

                    and any other mortgage insurer approved by the Global
                    Trust Manager and acceptable to each Current Rating
                    Agency.

                    Notes means:

                    (a)  the [Senior Class of Notes];

                    (b)  the [Junior Class of Notes];

                    (c)  [any further subordinated class/classes of Notes];
                         and

                    (d)  [the Redraw Notes].

                    Other Income means [         ].

                    Payment Date means the [       ] day of each of [insert
                    applicable months]. The first Payment Date will be [date].

                    Payment Shortfall means, on a Determination Date, the
                    amount by which the Available Income is insufficient to
                    meet the Required Payments as calculated on that
                    Determination Date.

                    Penalty Payment means:

                    (a)  the amount of any liability (including, without
                         limitation, any civil or criminal penalty) which the
                         Issuer Trustee is liable for under the Consumer
                         Credit Code;

                    (b)  any other liability payable by the Issuer Trustee, or
                         legal costs or other expenses payable or incurred by
                         the Issuer Trustee, in relation to such liability;

                    (c)  any amount which the Issuer Trustee agrees to pay
                         (with the consent of the Servicer) to a Debtor or
                         other person in settlement of any liability or
                         alleged liability or application for an order under
                         Part 6 of the Consumer Credit Code; and

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                    (d)  any legal costs or other costs and expenses payable
                         or incurred by the Issuer Trustee in relation to that
                         application or settlement,

                    to the extent to which a person can be indemnified for
                    that liability, money or amount under the Consumer Credit
                    Code.

                    [Pool Insurance Policy means the policy of insurance to be
                    issued to the Issuer Trustee and the Seller by [name of
                    insurer] in respect of Purchased Mortgage Loans which are
                    not subject to Lender's Mortgage Insurance. The Pool
                    Insurance Policy comprises a Mortgage Insurance Policy for
                    the purposes of the Definitions Schedule in respect of the
                    Trust.]

                    Principal Amount means, in respect of any Note and any
                    Payment Date, any amount of principal which is payable in
                    respect of such Note on such Payment Date.

                    Principal Charge-Offs means, in respect of a Collection
                    Period, the aggregate losses including principal and
                    interest (as determined by the Global Trust Manager) for
                    all Purchased Mortgage Loans which arise during that
                    Collection Period after all enforcement action has been
                    taken in respect of any Purchased Mortgage Loan and after
                    taking into account:

                    (a)  all proceeds received as a consequence of enforcement
                         under any Purchased Mortgage Loans (less the relevant
                         Enforcement Expenses) during that Collection Period;

                    (b)  proceeds of any claims under a Mortgage Insurance
                         Policy during that Collection Period; and

                    (c)  any payments received during that Collection Period
                         from the Seller or the Servicer for a breach of its
                         obligations under the Transaction Documents.

                    Principal Collections means, in respect of a Determination
                    Date and the Collection Period immediately preceding that
                    Determination Date, the amount calculated in accordance
                    with clause 14.11.

                    Principal Draw means each distribution of Principal
                    Collections made in accordance with clauses 14.5 and
                    14.13(c).

                    Quarter means the three month period in each year
                    commencing on [insert relevant period dates].

                    Recoveries means amounts received from or on behalf of
                    Debtors or under any Mortgage or any Collateral Security
                    in respect of Purchased Mortgage Loans that were
                    previously the subject of a loss as described in the
                    definition of Principal Charge-Offs.

                    Redraw means the Seller's re-advance to a Debtor of
                    repayments of principal made by that Debtor on its Housing
                    Loan in accordance with the terms of the relevant Loan
                    Agreement.

                    Redraw Drawing has the meaning given to that term in the
                    Redraw Facility Agreement.

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                    Redraw Limit has the meaning given to it in the Redraw
                    Facility Agreement in respect of the Trust.

                    Redraw Note means a Note referred to in clause 8.1(c)
                    issued on the terms and conditions contained in this deed.

                    Redraw Note Percentage means [insert methodology for
                    calculation of percentage]

                    Redraw Noteholder means each person who is from time to
                    time entered in the Register as the holder of a Redraw
                    Note.

                    Redraw Note Principal means [insert methodology for
                    calculation of principal]

                    Redraw Principal in relation to a Payment Date, means
                    [insert methodology for calculation of principal]

                    Redraw Principal Outstanding means [insert methodology for
                    calculation of principal outstanding]Redraw Shortfall
                    means, on a Determination Date, the amount (if any) by
                    which the Principal Collections (as calculated on that
                    Determination Date and prior to taking into account any
                    Redraw Drawings to be made on the next Payment Date and
                    the proceeds of any Redraw Notes to be issued on the next
                    Payment Date) are insufficient to meet in full any Redraws
                    made by the Seller during the immediately preceding
                    Collection Period which are repayable to the Seller
                    pursuant to clause 14.13(a).

                    Relevant Parties means each of the Global Trust Manager,
                    the Seller, the Servicer, the Security Trustee, the
                    Calculation Agent, each Paying Agent, the Note Trustee,
                    each Counterparty, the Redraw Facility Provider and the
                    Liquidity Facility Provider.

                    Required Payments means the aggregate of the priority
                    payments in paragraphs (a) to (g) inclusive of clause 14.8
                    calculated by the Global Trust Manager on each
                    Determination Date under clause 14.8.

                    Required Credit Rating means [insert applicable short term
                    and long term ratings in respect of applicable ratings
                    agencies]

                    Secured Money has the meaning given to it in the Deed of
                    Charge for the Trust.

                    Secured Property has the meaning given to it in the Deed
                    of Charge for the Trust.

                    Securities Act means the Securities Act of 1933 (US).

                    Servicer's Collections means any and all amounts in the
                    nature of a fee, charge or expense (however described)
                    paid by a Debtor under or in connection with a Purchased
                    Mortgage Loan during the life of, or on prepayment or
                    repayment of, that Purchased Mortgage Loan, in each case
                    as determined by the Servicer and notified to the Global
                    Trust Manager and the Issuer Trustee (but excluding any
                    Early Repayment Costs).

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                    Stated Amount [insert methodology for calculation of
                    Stated Amount in respect of class/classes of Notes]

                    Stepdown Percentage means, on any Determination Date and
                    in respect of the immediately following Payment Date, the
                    percentage calculated in accordance with schedule 3 on
                    that Determination Date.

                    Support Facilities includes, in addition to those items
                    set out in the Definitions Schedule:

                    (a)  the Basis Swap;

                    (b)  the Fixed Rate Swap; and

                    (c)  each Currency Swap.

                    Threshold Rate means the sum of the minimum interest rates
                    required to be set on the Housing Loans forming part of
                    the Purchased Mortgage Loans which will ensure that the
                    Issuer Trustee has sufficient funds available to meet its
                    obligations under the Transaction Documents (assuming that
                    all parties comply with their obligations under such
                    documents and such Housing Loans) and taking into account
                    Housing Loans where the Seller does not have the
                    discretion under the Loan Agreement to vary the interest
                    rate of that Housing Loan and moneys held in Authorised
                    Investments where the yield is determined externally and
                    not by the Servicer.

                    Total Available Income means, on a Determination Date, the
                    amount calculated in accordance with clause 14.7 on that
                    Determination Date.

                    Total Invested Amount means, on any Determination Date,
                    the aggregate A$ Equivalent of the Invested Amount of the
                    relevant Notes on that Determination Date.

                    Transaction Documents means in respect of the Trust:

                    (a)  the Master Trust Deed (insofar as it applies to the
                         Trust);

                    (b)  the Definitions Schedule (insofar as it applies to
                         the Trust);

                    (c)  the Notice of Creation of Trust in respect of the
                         Trust;

                    (d)  this deed;

                    (e)  the Servicing Agreement (insofar as it applies to the
                         Trust);

                    (f)  the Master Security Trust Deed (insofar as it applies
                         to the Trust);

                    (g)  the Deed of Charge;

                    (h)  each Support Facility;

                    (i)  the Note Trust Deed;

                    (j)  the Agency Agreement;

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                    (k)  the Delegation Deed;

                    (l)  the Sale Agreement;

                    (m)  any Offer to Sell;

                    (n)  each Note;

                    (o)  the Underwriting Agreement;

                    (p)  the Dealer Agreement; and

                    (q)  [insert any additional transaction documents in
                         respect of Series]

                    (r)  such other documents as may be agreed from time to
                         time between the Issuer Trustee and the Global Trust
                         Manager.

                    Trust means the National RMBS Trust 200[ ]-[ ].

                    US$ or US Dollars means the lawful currency of the United
                    States of America.

                    Underwriting Agreement means the agreement entitled
                    "Underwriting Agreement" between the Issuer Trustee, the
                    Global Trust Manager, the Seller and [name of Underwriter]
                    (as representative for the underwriters named in it).

                    Unit Register has the meaning given to it in clause
                    3.7(a).

                    Waiver of Set-Off in relation to a Housing Loan means a
                    provision, in the related Mortgage or Loan Agreement or
                    otherwise, by which, inter alia, the Debtor agrees to make
                    all payments in respect of the Housing Loan without
                    set-off or counterclaim unless prohibited by law.

                    [Insert definitions in respect of further classes of Notes
                    and Notes denominated in currencies other than US$ and
                    A$.]

Transaction Document
               1.2  This deed is a Transaction Document for the purposes of
                    the Master Trust Deed.

Limited to Trust
               1.3  The rights and obligations of the parties under this deed
                    relate only to the Trust (as defined in this deed), and do
                    not relate to any other Trust (as defined in the
                    Definitions Schedule).

Definitions and consistency
               1.4  Terms which are defined in this deed apply to the Trust
                    only. Capitalised terms used but not defined in this deed
                    have the meanings given to them in the Definitions
                    Schedule. In the event of any inconsistency between a term
                    defined in this deed and a term defined in the Definitions
                    Schedule, the term defined in this deed will prevail. In
                    the event of any inconsistency between a provision of this
                    deed and a provision of any other Transaction Document,
                    the provision of this deed shall prevail.

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               1.5  Subject to clause 1.6, clauses 1.2 to 1.5 (inclusive) of
                    the Definitions Schedule are deemed to be incorporated in
                    this deed as if set out in full in it.

               1.6  If after the date of this deed any amendment is made to
                    the Definitions Schedule, such amendment shall apply to
                    this deed only if each party to this deed so agrees and if
                    the amendment is made in a manner consistent with clause
                    28 of the Master Trust Deed.

Master Security Trust Deed
               1.7  The Master Security Trust Deed applies to the Trust.

Register
               1.8  The Register in respect of the A$ Notes issued in respect
                    of the Trust is to be maintained in accordance with
                    Schedule 1. The Register will be maintained in respect of
                    A$ Notes only and all references in Schedule 1 to "Notes"
                    are to be construed accordingly.

Transfer of Notes
               1.9  A transfer of A$ Notes of the Trust shall be effected in
                    accordance with clause 8.12 and with Schedule 2. All
                    references in Schedule 2 to "Notes" are to be construed as
                    references to "A$ Notes".

Reporting Statement
               1.10 The Reporting Statement in respect of the Trust shall
                    contain (amongst other things) the following details:

                    (a)  the Total Invested Amount and the Aggregate Stated
                         Amount of each class of Notes as calculated on the
                         related Determination Date;

                    (b)  the A$ Note Interest Rates on the A$ Notes for the
                         related Interest Period;

                    (c)  the interest payments and principal distributions on
                         each class of Notes in respect of the related Payment
                         Date;

                    (d)  the Total Available Income as calculated on the
                         related Determination Date;

                    (e)  the aggregate Outstanding Principal Balance of the
                         Housing Loans forming part of the Purchased Mortgage
                         Loans as at the close of business on the last day of
                         the related Collection Period;

                    (f)  the delinquency and loss statistics with respect to
                         the Mortgage Loans as at the close of business on the
                         last day of the related Collection Period;

                    (g)  the Redraw Shortfall, if any, calculated on the
                         related Determination Date;

                    (h)  the amount of any shortfall in Total Available Income
                         as calculated on the related Determination Date;

                    (i)  the amount of any Liquidity Drawing, to be made on
                         the related Payment Date;

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                                                                              14
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                    (j)  the amount of Principal Collections that are
                         available for distribution on the related Payment
                         Date;

                    (k)  the Redraw Note Principal, if any, in respect of the
                         related Payment Date;

                    (l)  the amount of any Principal Draw, to be made on the
                         related Payment Date;

                    (m)  the Principal Charge-Offs and the Carryover Principal
                         Charge-Offs for each class of Notes and the Redraw
                         Facility; and

                    (n)  any other items of information applicable to the
                         Notes and the related Determination Date or Payment
                         Date.

Definitions Schedule
               1.11 For the purposes of the Definitions Schedule:

                    (a)  the [Senior Class of Notes] [and the Redraw Notes]
                         are "Senior Notes";

                    (b)  the [Noteholders of the Senior Class of Notes] [and
                         the Redraw Noteholders] are "Senior Noteholders";

                    (c)  the [Junior Class of Notes] are "Junior Notes"; and

                    (d)  the [Noteholders of the Junior Class of Notes] are
                         "Junior Noteholders".

               1.12 For the purposes of the Trust:

                    (a)  the Global Trust Manager confirms that it has
                         requested each of [the applicable ratings agencies]
                         to rate the Notes; and

                    (b)  the Residual Capital Unitholder and the Residual
                         Income Unitholder is the National Australia Bank
                         Limited.

Support Facilities
               1.13 For the purposes of the Definitions Schedule and the Deed
                    of Charge, each Support Facility is a "Support Facility".

Master Trust Deed
               1.14 The Global Trust Manager and the Issuer Trustee agree
                    that, for the purposes of the Trust, clause 19 of the
                    Master Trust Deed is deleted and replaced with the
                    following:

                   "(a)  Subject to paragraph (b), the recourse of the Issuer
                         Trustee, the Global Trust Manager and any creditor
                         (including, without limitation, any Secured Creditor)
                         in respect of a Trust is limited to the Assets of
                         that particular Trust.

                    (b)  Paragraph (a) does not limit the rights of any
                         Secured Creditor under clause 33 (or any similar
                         provision in any Transaction Document) or any other
                         provision in any Transaction Document entitling a
                         Secured Creditor

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                                                                              15
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                         to exercise its rights or to take proceedings in
                         respect of the Trust."

                    [Insert any further amendments to the Master Trust Deed in
                    respect of Series]



<PAGE>

                                                                              16
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PART 2 - THE TRUST AND ITS ASSETS

2    Trust
--------------------------------------------------------------------------------
Name of Trust
               2.1  The Trust to which this deed applies will be known as the
                    "National RMBS Trust 200[ ]-[ ]".

Determination of final Payment Date
               2.2  The Issuer Trustee must, as soon as practicable following
                    the Termination Date of the Trust, declare on the
                    direction of the Global Trust Manager, a date ("Final
                    Termination Date") (which, if Notes have been issued and
                    have not then been redeemed (or deemed to be redeemed) in
                    full, must be a Payment Date and must not be the next
                    Payment Date immediately after the declaration if the
                    Determination Date in relation to that Payment Date has
                    then passed), being a date by which the Issuer Trustee
                    reasonably believes that the sale and distribution of the
                    Assets of the Trust will be completed in accordance with
                    this clause 2. Based on the direction of the Global Trust
                    Manager, the Issuer Trustee may substitute another date as
                    the Final Termination Date (which, if the Notes have not
                    been redeemed in full, must be a Payment Date) if it
                    reasonably believes that the Assets will not in fact be
                    sold and distributed by the then Final Termination Date.

Realisation of Assets of the Trust
               2.3  Subject to clause 2.2, upon the occurrence of the
                    Termination Date of the Trust, the Issuer Trustee, in
                    consultation with the Global Trust Manager, must sell and
                    realise the Assets of the Trust (and, in relation to the
                    sale (other than pursuant to clause 2.5) of any Mortgage
                    Loans forming part of the Assets of the Trust, the Issuer
                    Trustee must obtain appropriate expert advice prior to the
                    sale) and such sale (so far as is reasonably practicable
                    and reasonably commercially viable) must be completed
                    within 180 days of the Termination Date of the Trust
                    provided that during the period of 180 days from that
                    Termination Date:

                    (a)  the Issuer Trustee must not sell the Mortgage Loans
                         at less than an amount equal to the Repurchase Price
                         of the Housing Loans which comprise part of the
                         Mortgage Loans that then form part of the Assets of
                         the Trust;

                    (b)  the Issuer Trustee must not sell any Mortgage Loans
                         unless the sale is on terms in accordance with clause
                         2.4; and

                    (c)  the Issuer Trustee must not sell any Mortgage Loans
                         unless it has first offered the Mortgage Loans for
                         sale to the Seller or its nominee in accordance with
                         clause 2.5 and the Seller or its nominee has either
                         not accepted that offer within 90 days of that
                         Termination Date or has accepted that offer but not
                         paid the consideration due by the time required
                         pursuant to clause 2.5.

Conditions of Sale during 180 days
               2.4  The Issuer Trustee must not conclude a sale pursuant to
                    clause 2.3 (other than pursuant to clause 2.5) unless:

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                                                                              17
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                    (a)  any Mortgage Loans sold pursuant to that sale are
                         assigned in equity only (unless the Issuer Trustee
                         already holds legal title to such Mortgage Loans);

                    (b)  the sale is expressly subject to the Servicer's
                         rights to be retained as Servicer of the Mortgage
                         Loans in accordance with the terms of this deed; and

                    (c)  the sale is expressly subject to the rights of the
                         Seller Trust in respect of those Mortgage Loans
                         pursuant to this deed and the Seller's rights (as
                         beneficiary of the Seller Trust) in respect of those
                         Mortgage Loans pursuant to this deed.

Right of refusal
               2.5  (a)  On the Termination Date of the Trust, the Issuer
                         Trustee is deemed to irrevocably offer to extinguish
                         in favour of the Seller, its entire right, title and
                         interest in the Mortgage Loans forming part of the
                         Assets of the Trust in return for the payment to the
                         Issuer Trustee of an amount equal to the Repurchase
                         Price (as at the Termination Date of the Trust) of
                         the Housing Loans which comprise part of the Mortgage
                         Loans then forming part of the Assets of the Trust.

                    (b)  The Seller may verbally accept the offer referred to
                         in clause 2.5(a) within 90 days after the Termination
                         Date of the Trust and having accepted the offer, must
                         pay to the Issuer Trustee, in immediately available
                         funds, the amount referred to in clause 2.5(a) by the
                         expiration of 180 days after the Termination Date of
                         the Trust. If the Seller accepts such offer, the
                         Issuer Trustee must execute whatever documents the
                         Seller reasonably requires to complete the
                         extinguishment of the Issuer Trustee's rights, title
                         and interest in the Mortgage Loans then forming part
                         of the Assets of the Trust.

                    (c)  The Issuer Trustee must not sell any Mortgage Loans
                         referred to in clause 2.5(a) unless the Seller has
                         failed to accept the offer referred to in clause
                         2.5(a) within 90 days after the Termination Date of
                         the Trust or, having accepted the offer, has failed
                         to pay the amount referred to in clause 2.5(a) by the
                         expiration of 180 days after the Termination Date of
                         the Trust.

Sale at lower price
               2.6  If, after the expiration of the period of 180 days from
                    the Termination Date of the Trust, the Issuer Trustee has
                    not sold the Mortgage Loans which form part of the Assets
                    of the Trust for the amount determined in accordance with
                    clause 2.3(a), the Issuer Trustee may proceed to sell such
                    Mortgage Loans free from the prohibition contained in
                    clause 2.4(a) and may, if necessary, sell such Mortgage
                    Loans on the terms set out in clause 2.7 if the terms of
                    that clause are satisfied. If any Mortgage Loans are sold
                    for less than the price for those Mortgage Loans
                    determined in accordance with clause 2.5(a), then any such
                    shortfall must be allocated as provided for in clause
                    2.11.

Conditions of sale after 180 days
               2.7  Upon the expiration of the period of 180 days from the
                    Termination Date of the Trust, the Issuer Trustee may, if
                    necessary (in its

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                                                                              18
--------------------------------------------------------------------------------
                    reasonable opinion) sell the Mortgage Loans forming part
                    of the Assets of the Trust for an amount which is less
                    than the Repurchase Price of the Housing Loans which
                    comprise part of the Mortgage Loans and, in that case, the
                    Issuer Trustee shall:

                    (a)  take all necessary steps to protect the Issuer
                         Trustee's interest in, and title to, the Mortgage
                         Loans;

                    (b)  terminate the rights and obligations of the Servicer
                         in respect of those Mortgage Loans; and

                    (c)  sell the legal and beneficial ownership in such
                         Mortgage Loans to the prospective purchaser free of
                         the Seller Trust and all rights of the Seller to
                         repurchase such Mortgage Loans in accordance with
                         this deed.

Further conditions of sale after 180 days
               2.8  If the Issuer Trustee sells the Mortgage Loans forming
                    part of the Assets of the Trust pursuant to clause 2.7,
                    the Issuer Trustee must include as a condition of the sale
                    that the purchaser will:

                    (a)  consent to the granting in favour of the Seller of
                         mortgages and other Security Interests subsequent to
                         the Mortgages assigned to the purchaser;

                    (b)  enter into priority agreements with the Seller, in
                         the form then specified in the Servicing Procedures,
                         limiting the priority of the Mortgages and Collateral
                         Securities assigned to the purchaser over any
                         subsequent mortgages and other Security Interests
                         held by the Seller to the then principal outstanding
                         of the relevant Housing Loan and any interest fees
                         and expenses on this amount; and

                    (c)  use reasonable endeavours to obtain the consent of
                         the providers of Mortgages and Collateral Securities
                         assigned to the purchaser, and any other relevant
                         person, to the grant of subsequent mortgages and
                         other Security Interests to the Seller.

Procedures pending winding-up
               2.9  During the period commencing on the Termination Date of
                    the Trust and ending on the Final Termination Date:

                    (a)  the Issuer Trustee, the Servicer and the Global Trust
                         Manager must continue to perform their respective
                         roles in accordance with the Master Trust Deed and
                         this deed in respect of the Assets of the Trust;

                    (b)  all Collections (if any) must continue to be
                         deposited in the Collections Account in accordance
                         with this deed;

                    (c)  all proceeds arising from the sale of Assets of the
                         Trust must be deposited into the Collections Account;
                         and

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                                                                              19
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                    (d)  the Issuer Trustee must continue to make all payments
                         determined and directed by the Global Trust Manager
                         as required to be made in accordance with this deed.

Costs on winding-up of the Trust
               2.10 On the Determination Date (if applicable) prior to the
                    Final Termination Date, the Global Trust Manager (in
                    consultation with the Issuer Trustee) must in respect of
                    the Trust make provision for all Taxes, costs, charges,
                    expenses, claims and demands anticipated to become payable
                    after the Final Termination Date in connection with or
                    arising out of the administration or winding up of the
                    Trust, including the fees of any consultants whom the
                    Issuer Trustee, the Seller, the Servicer, the Security
                    Trustee or the Global Trust Manager have employed in
                    connection with the administration or winding up of the
                    Trust. Such costs (if any) will be treated as an Expense
                    of the Trust by the Global Trust Manager in making its
                    determinations as to payments to be made on the Final
                    Termination Date in accordance with clause 2.11.

Calculation of Final Distributions
               2.11 Prior to the Final Termination Date, the Global Trust
                    Manager must determine how the amounts (if any) standing
                    to the credit of the Collections Account are to be
                    distributed and must make such determination in accordance
                    with the provisions of this deed for payments and
                    allocations of any Principal Collections and Finance
                    Charge Collections. After making such determinations the
                    Global Trust Manager must notify the Issuer Trustee of the
                    allocations and payments to be made on the Final
                    Termination Date.

Final Distributions
               2.12 On the Final Termination Date determined under clause 2.2,
                    the Issuer Trustee must make the payments that the Global
                    Trust Manager directs it to make pursuant to clause 2.11.


3    Entitlement of Beneficiaries
--------------------------------------------------------------------------------
Issue of Units
               3.1  The beneficial interest in the Trust is, on the date of
                    this deed, represented by the issue of:

                    (a)  one Residual Capital Unit; and

                    (b)  one Residual Income Unit,

                    to the Residual Capital Unitholder and the Residual Income
                    Unitholder, respectively, pursuant to the Notice of
                    Creation of Trust.

               3.2  The Global Trust Manager must evidence the issue of the
                    Units referred to in clause 3.1 by entering each
                    Unitholder's name in the Unit Register.

               3.3  The holder of the Residual Capital Unit and the holder of
                    each Residual Income Unit, issued in accordance with this
                    clause and the Notice of Creation of Trust, hold the
                    beneficial interest in the Trust in accordance with the
                    Master Trust Deed and this deed.

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                                                                              20
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               3.4  A failure by the Issuer Trustee to issue a Residual Income
                    Unit does not affect the Residual Income Unitholders'
                    rights as beneficiary of the Trust under the Master Trust
                    Deed and this deed.

Residual Capital Unit
               3.5  (a)  The initial holder of the Residual Capital Unit is
                         National Australia Bank Limited.

                    (b)  The issue price of the Residual Capital Unit was the
                         amount of $5, paid by National Australia Bank Limited
                         under the Notice of Creation of Trust on
                         establishment of the Trust.

                    (c)  The beneficial interest held by the holder of the
                         Residual Capital Unit is limited to the Trust and
                         each Asset of the Trust (other than any Asset of the
                         Trust held on trust for the holders of Residual
                         Income Units under clause 3.6) subject to and in
                         accordance with the Master Trust Deed and this deed.

                    (d)  The holder of the Residual Capital Unit has no right
                         to receive distributions in respect of the Trust
                         other than the right to receive on the Final
                         Termination Date the entire beneficial interest of
                         the Trust subject to the rights of holders of
                         Residual Income Units. The Residual Capital Unit may
                         not be redeemed at any time or in any other way.

                    (e)  The Residual Capital Unit is not transferable without
                         the written consent of the Issuer Trustee.

Residual Income Unit
               3.6  (a)  The initial holder of the first Residual Income
                    Unit is National Australia Bank Limited. The issue price
                    of the first Residual Income Unit was the amount of $5
                    paid by National Australia Bank Limited under the Notice
                    of Creation of Trust on establishment of the Trust.

                    (b)  A person may, with the consent of the Issuer Trustee
                         and the Global Trust Manager (whose consent may be
                         given or withheld in their absolute discretion),
                         become the holder of any additional Residual Income
                         Unit by paying the issue price for the Residual
                         Income Unit.

                    (c)  The issue price of a Residual Income Unit will be the
                         amount agreed between the Issuer Trustee, the Global
                         Trust Manager and the person applying for such
                         Residual Income Unit.

                    (d)  The beneficial interest held by the holder of a
                         Residual Income Unit is limited to the right to
                         receive on the Final Termination Date, repayment of
                         the issue price paid for the Residual Income Unit
                         under clause 3.6(a) or clause 3.6(b) (to the extent
                         funds are available therefore) and to receive
                         distributions under clause 14 of this deed only to
                         the extent that funds are available for distribution
                         to the Residual Income Unitholders, provided that the
                         Residual Income Unitholders are entitled to receive
                         an amount in accordance with clause 14.8(a) to enable
                         the Global Trust Manager to comply with its
                         obligations under clause 21.2 of the Master Trust
                         Deed.

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                                                                              21
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                    (e)  The holder of a Residual Income Unit has the right to
                         receive distributions in respect of the Trust under
                         the Master Trust Deed and this deed only to the
                         extent that amounts are available for distribution
                         under the Master Trust Deed and this deed.

                    (f)  Each Residual Income Unit is transferable in
                         accordance with clause 3.8.

Unit Register
               3.7  (a)  The entitlement of any person to a Unit will be
                         evidenced by registration in the register maintained
                         under this clause 3.7 (the "Unit Register").

                    (b)  The Global Trust Manager will keep the Unit Register
                         at its office in a form that it considers appropriate
                         (which may be electronic) and will enter the
                         following particulars:

                        (i)   the name and address of the holder of each Unit;

                        (ii)  the date on which the name of the holder of each
                              Unit is entered in the Unit Register;

                        (iii) the date on which the holder of a Unit ceases to
                              be registered as the holder of that Unit;

                        (iv)  the issue price initially paid for each Unit,
                              and the aggregate issue price of all Units from
                              time to time; and

                        (v)   any other details which the Issuer Trustee may
                              consider reasonably necessary or desirable.

                    (c)  The holder of a Unit shall promptly notify the Global
                         Trust Manager of any change of its name or address
                         and the Global Trust Manager will alter the Unit
                         Register accordingly.

                    (d)  Without limiting clause 3.1, the interest of any
                         holder in a Unit will be constituted by registration
                         in the Unit Register.

Transfer of Units
               3.8  (a) (i)   Subject to clause 3.5(e) the holder of a Unit may
                              transfer the Unit by instrument in writing in any
                              form approved by the Issuer Trustee. No fee will
                              be charged on the transfer of a Unit.

                        (ii)  An instrument of transfer shall be executed by
                              or on behalf of both the transferor and the
                              transferee.

                        (iii) A transferor of a Unit remains the holder of the
                              Unit transferred until the transfer is
                              registered and the name of the transferee is
                              entered in the Unit Register in respect of the
                              Unit.

                    (b)  The instrument of transfer of a Unit must be left for
                         registration at the address where the Unit Register
                         on which the Unit to which the transfer relates are
                         registered is kept. It

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                                                                              22
--------------------------------------------------------------------------------
                         must be left together with any information that the
                         Issuer Trustee properly requires to show the right of
                         the transferor to make the transfer.

Limit on rights
               3.9  Each Unitholder is subject to, and bound by, the
                    provisions of the Master Trust Deed and this deed.


4    Consumer Credit Code
--------------------------------------------------------------------------------
Right of indemnity - Consumer Credit Legislation
               4.1  (a)  Without prejudice to the right of indemnity
                         given by law to trustees, and without limiting any
                         other provision of this deed, the Issuer Trustee will
                         be indemnified out of the Trust, free of any set-off
                         or counterclaim against all Penalty Payments which
                         the Issuer Trustee is required to pay personally or
                         in its capacity as trustee of that Trust and arising
                         in connection with the performance of its duties or
                         exercise of its powers under the Transaction
                         Documents in relation to the Trust.

                    (b)  The Issuer Trustee's right to be indemnified in
                         accordance with clause 4.1(a) applies notwithstanding
                         any allegation that the Issuer Trustee has incurred
                         any such Penalty Payment as a result of its fraud,
                         negligence or breach of trust or any other act or
                         omission which may otherwise disentitle the Issuer
                         Trustee to be so indemnified. However, the Issuer
                         Trustee is not entitled to that right of indemnity or
                         reimbursement to the extent that there is a
                         determination by a relevant court of negligence,
                         fraud or breach of trust by the Issuer Trustee
                         (provided that, until such determination, the Issuer
                         Trustee is entitled to that right of indemnity or
                         reimbursement but must, upon such determination,
                         repay to the relevant Trust any amount paid to it
                         under this clause 4.1).

                    (c)  This clause 4.1 overrides any other provision of this
                         deed.

                    (d)  The Servicer indemnifies the Issuer Trustee, free of
                         any set-off or counterclaim, against all Penalty
                         Payments which the Issuer Trustee is required to pay
                         personally or in its capacity as trustee of the Trust
                         and arising in connection with the performance of its
                         duties or exercise of its powers under the
                         Transaction Documents in relation to the Trust. The
                         Issuer Trustee may rely on others in relation to
                         compliance with the Consumer Credit Code.

                    (e)  The Issuer Trustee shall call upon the indemnity
                         referred to in paragraph (d) before it calls upon the
                         indemnity in paragraph (a). If any such claim is not
                         satisfied within 3 Business Days of the claim being
                         made, the Issuer Trustee may (without prejudice to
                         its rights under any indemnity under paragraph (d))
                         exercise its right of indemnity referred to in
                         paragraph (a).

Servicer
               4.2  With effect on and from the Closing Date, National
                    Australia Bank Limited agrees to act as the Servicer of
                    the Purchased Mortgage Loans

<PAGE>

                                                                              23
--------------------------------------------------------------------------------
                    and undertakes to comply with the duties and obligations
                    imposed on it under the Servicing Agreement and this deed.
                    For the purposes of the Servicing Agreement, the Trust is
                    a "Relevant Trust".


5    Repurchase Option
--------------------------------------------------------------------------------
Clean-Up offer
               5.1  At least five Business Days before each Call Option Date
                    (but not later than the Termination Date) the Issuer
                    Trustee, at the written request of the Global Trust
                    Manager, may give notice to the Seller of an offer
                    ("Clean-Up Offer") to re-convey the Purchased Mortgage
                    Loans to the Seller on a Call Option Date for an amount
                    ("Clean-Up Offer Amount") equal to (as at the last day of
                    the immediately preceding Interest Period) the aggregate
                    of the Repurchase Price for each Housing Loan which
                    comprises part of the Purchased Mortgage Loans then
                    forming part of the Assets of the Trust as determined by
                    the Global Trust Manager.

Calculation
               5.2  The Global Trust Manager agrees to calculate the amount
                    described in clause 5.1 and include such amount in its
                    request to the Issuer Trustee to make a Clean-Up Offer.

Acceptance
               5.3  Acceptance of a Clean-Up Offer may only be effected by
                    payment in immediately available funds by the Seller to
                    the Collections Account of the Clean-Up Offer Amount. For
                    the avoidance of doubt, the Seller is under no obligation
                    to accept any Clean-Up Offer.

Consent of Noteholders
               5.4  If:

                    (a)  Notes have been issued and have not been redeemed (or
                         deemed to be redeemed) on or before a Call Option
                         Date; and

                    (b)  the Clean-Up Offer Amount is less than the amount
                         which is sufficient to ensure that the Issuer Trustee
                         can redeem the Total Invested Amount of all Notes (as
                         at the Determination Date immediately preceding the
                         Call Option Date) in full,

                    the Issuer Trustee must, prior to giving notice to the
                    Seller, obtain the consent by way of an Extraordinary
                    Resolution of the Noteholders in favour of making a
                    Clean-Up Offer for the Aggregate Stated Amount (without
                    double counting) of all Notes.

Reconveyance
               5.5  Upon receipt of the Clean-Up Offer Amount by the Issuer
                    Trustee in immediately available funds:

                    (a)  the Issuer Trustee's entire right and interest in the
                         Purchased Mortgage Loans is automatically
                         extinguished; and

                    (b)  the Issuer Trustee must apply the Clean-Up Offer
                         Amount towards the redemption of the A$ Notes in
                         accordance with clause 8.16 of this deed and the
                         redemption of the

<PAGE>

                                                                              24
--------------------------------------------------------------------------------
                         [Class/Classes of US Notes] in accordance with the
                         [Conditions of those Class/Classes of US Notes].

Clean-Up Amount
               5.6  Where:

                    (a)  the Total Invested Amount of all Notes on any
                         Determination Date is less than or equal to [10%] of
                         the A$ Equivalent of the aggregate of the Initial
                         Invested Amount of all Notes; and

                    (b)  the Issuer Trustee has not been directed by the
                         Global Trust Manager to redeem all of the Notes
                         outstanding on the next Payment Date or the Issuer
                         Trustee has been directed by the Global Trust Manager
                         to redeem all of the Notes on the next Payment Date
                         but the Issuer Trustee has insufficient funds on that
                         Payment Date to do so,

                    then the Global Trust Manager must, on that Payment Date:

                    (i)  calculate the Clean-Up Amount as at the Determination
                         Date immediately preceding that Payment Date;

                    (ii) notify the Seller, the Issuer Trustee and each
                         Current Rating Agency of the Clean-Up Amount and the
                         method of its calculation; and

                   (iii) direct the Issuer Trustee to:

                         (A)  as soon as practicable, establish in the name of
                              the Issuer Trustee a bank account with an
                              Eligible Bank;

                         (B)  deduct an amount equal to the Clean-Up Amount as
                              at that Determination Date from the amount (if
                              any) payable to the Residual Income Unitholders
                              under clause 14.10(f) on that Payment Date; and

                         (C)  deposit the amount deducted in accordance with
                              clause 5.6(iii)(B) into the Clean-Up Account and
                              hold that amount on trust for the Residual
                              Income Unitholders until that amount is repaid
                              to the Residual Income Unitholders in accordance
                              with clause 5.7.

               5.7  The Issuer Trustee must only withdraw any amount standing
                    to the credit of the Clean-Up Account:

                    (a)  if, on any Determination Date after the first Payment
                         Date referred to in clause 5.6(i), the Issuer Trustee
                         determines that Extraordinary Expenses have been
                         incurred by the Issuer Trustee during the immediately
                         preceding Collection Period, to meet in whole or in
                         part the payment or satisfaction of such
                         Extraordinary Expenses on the next Payment Date; and

                    (b)  upon the first to occur of:

                        (i)   the date on which all Notes have been fully and
                              finally redeemed in accordance with the Master
                              Trust Deed and this deed; and

<PAGE>

                                                                              25
--------------------------------------------------------------------------------
                        (ii)  the Termination Date of the Trust,

                    to pay the amount standing to the credit of the Clean-Up
                    Account to the Residual Income Unitholders.

               5.8  The Global Trust Manager must, on each Payment Date,
                    notify the Residual Income Unitholders of any withdrawal
                    made by the Issuer Trustee under clause 5.7.

Purchase of Defaulted Loans
               5.9  Subject to clause 5.10, the Servicer may at its option
                    (but in no circumstances is obliged to) from time to time
                    offer to the Issuer Trustee to purchase from the Issuer
                    Trustee a Purchased Mortgage Loan in respect of which
                    default in payment of any amount due in respect of the
                    related Housing Loan has occurred and has continued for a
                    period of 90 consecutive days or more. If the Servicer
                    makes any such offer, the price that it must pay to the
                    Issuer Trustee in respect of a Purchased Mortgage Loan is
                    an amount equal to the Repurchase Price of the Housing
                    Loan comprising part of that Purchased Mortgage Loan. Upon
                    payment of that amount, any right, title and interest of
                    the Issuer Trustee is extinguished in favour of the
                    Servicer and the Issuer Trustee must execute whatever
                    documents the Servicer requires to complete such
                    extinguishment.

               5.10 The Servicer must not exercise the option contained in
                    clause 5.9 in respect of a Purchased Mortgage Loan unless
                    the Repurchase Price of the Housing Loan comprising part
                    of that Purchased Mortgage Loan is at least equal to the
                    then Unpaid Balance of the Housing Loan that comprises
                    part of that Purchased Mortgage Loan.

                    [Insert provisions for other circumstances where the
                    Seller/Servicer or such other party may have an option or
                    obligation to repurchase the Mortgage Loans]


6    Mortgage Loans
--------------------------------------------------------------------------------
Requirement to satisfy
               6.1  Each Mortgage Loan to be purchased by the Issuer Trustee
                    must be a Qualifying Mortgage Loan.

               6.2  The Issuer Trustee is not required to investigate whether
                    any Mortgage Loan is a Qualifying Mortgage Loan and is not
                    liable to any person in any manner whatsoever if any
                    Mortgage Loan is not a Qualifying Mortgage Loan.



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                                                                              26
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PART 3 - THE NOTES

7    Purpose
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Purpose
               7.1  (a)  Subject to clause 7.2, the Issuer Trustee must, as
                         directed by the Global Trust Manager, use the
                         proceeds of all Notes (other than Redraw Notes) and
                         all payments received from each Currency Swap on the
                         Closing Date to fund the acquisition of Mortgage
                         Loans (or to fund Authorised Investments to be
                         acquired with any surplus of the proceeds and
                         payments over the amount required to fund the
                         acquisition of the Mortgage Loans, such surplus
                         created due to the size of the parcels of Notes to be
                         issued) or for any other purpose agreed between the
                         Issuer Trustee and the Global Trust Manager (and
                         which each Current Rating Agency confirms in writing
                         will not have an Adverse Rating Effect).

                    (b)  The Issuer Trustee must, as directed by the Global
                         Trust Manager, use the proceeds of all Redraw Notes
                         to meet the Issuer Trustee's obligations in respect
                         of the reimbursement of Redraws and the repayment of
                         the Redraw Principal Outstanding in accordance with
                         clause 8.3. Any surplus of the proceeds of issue over
                         the amounts required to meet such obligations created
                         due to the size of the parcels of Notes to be issued
                         is to be distributed in accordance with clause 14.13.

Criteria
               7.2  Notwithstanding any other provision of the Transaction
                    Documents in respect of the Trust, the Global Trust
                    Manager must not direct the Issuer Trustee to issue Notes
                    under this deed to acquire, or invest in, any Mortgage
                    Loans or to reimburse the Seller in respect of Redraws
                    unless such Mortgage Loans are Qualifying Mortgage Loans.
                    In this regard, the Global Trust Manager is entitled to
                    rely upon a representation and warranty from the Seller
                    that such Mortgage Loans are Qualifying Mortgage Loans.

General
               7.3  The Issuer Trustee (at the direction of the Global Trust
                    Manager) may issue Notes, for the purposes set out in
                    clause 7.1 in accordance with this deed.


8    Terms of issue of the Notes
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Notes to be issued

               8.1  The Issuer Trustee will, subject to satisfaction of the
                    conditions precedent described in clause 9.1 of the Master
                    Trust Deed, and on the direction of the Global Trust
                    Manager, issue [ ] classes of Notes as follows:

                    (a)  the [Senior Class of Notes];

                    (b)  the [Junior Class of Notes];

                    (c)  [further subordinated class/classes of Notes]; and

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                    (d)  the Redraw Notes.

Form, constituent documents and denomination of the Notes
               8.2  (a)  ([Class/Classes of US Notes]): The [Class/Classes of
                         US Notes] will be:

                        (i)   in book-entry form, without coupons;

                        (ii)  upon issue represented by one or more Book-Entry
                              Notes (and interests in such Book-Entry Notes
                              may be exchanged for Definitive Notes in the
                              circumstances set out in the Note Trust Deed);
                              and

                        (iii) constituted, issued and authenticated pursuant
                              to the Note Trust Deed and will be denominated
                              in US$.

                    (b)  (A$ Notes): The [Class/Classes of Domestic Notes]
                         will, upon issue, be in the form of registered debt
                         securities, will be constituted pursuant to the
                         Master Trust Deed and this deed and will be
                         denominated in A$. The [Class/Classes of Domestic
                         Notes] are direct, secured, limited recourse
                         obligations of the Issuer Trustee and (in the case of
                         the [Class/Classes of Domestic Notes] only) are
                         subordinated in the manner set out in this deed. Each
                         of the [Class/Classes of Domestic Notes] and the
                         Redraw Notes rank equally and rateably and without
                         any preference or priority among themselves.

Issue of Redraw Notes
               8.3  If the Issuer Trustee receives:

                    (a)  a notice from the Global Trust Manager; and

                    (b)  written confirmation from each Current Rating Agency
                         that the proposed issue of Redraw Notes will not
                         result in an Adverse Rating Effect (provided that, if
                         such confirmation is requested but is not received by
                         the Global Trust Manager by the close of business on
                         the day which is 2 Business Days after the date on
                         which the confirmation is requested, the Global Trust
                         Manager and the Issuer Trustee may assume that the
                         proposed issue of Redraw Notes will not result in an
                         Adverse Rating Effect),

                    the Issuer Trustee must, on the Payment Date referred to
                    in the notice, issue Redraw Notes up to the amount
                    specified in the notice and at the A$ Note Margin
                    specified in the notice.

               8.4  The Global Trust Manager may give such notice to the
                    Issuer Trustee if, on or prior to a Determination Date,
                    the Global Trust Manager considers that the Principal
                    Collections to be calculated on the relevant Determination
                    Date (disregarding any proposed issue of Redraw Notes on
                    the immediately following Payment Date)

                    (as estimated by the Global Trust Manager) are likely to
                    be insufficient to meet in full the aggregate of any
                    Redraws provided by the Seller during the preceding
                    Collection Periods and due to be repaid or reimbursed to
                    the Seller pursuant to clause 14.13(a) on the

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                    immediately following Payment Date. Where the relevant
                    calculations are made by the Global Trust Manager before
                    the relevant Determination Date, such calculations and
                    amounts will be the Global Trust Manager's estimate, as at
                    the date of calculation, of such calculations and amounts.

                    The Total Invested Amount of the Redraw Notes outstanding
                    on any Determination Date must not exceed the amount
                    specified by the Global Trust Manager and which is the
                    subject of the confirmation referred to in clause 8.3(b)
                    from each Current Rating Agency.

Initial Invested Amount of the Notes
               8.5  (a)  ([Class/Classes of US Notes]): Each [Class/Classes of
                         US Note] on its issue will have an Initial Invested
                         Amount as set out on the face of that [Class/Classes
                         of US Note] and will be issued at par value.

                    (b)  (A$ Notes): Each A$ Note on its issue will have an
                         Initial Invested Amount of A$[ ] and will be issued
                         at par value.

Interest on the [Class/Classes of US Notes]
               8.6  Each [Class/Classes of US Note] will accrue interest, and
                    such interest will be calculated and payable, in
                    accordance with the [Conditions of that Class/Classes of
                    US Notes].

Interest on the A$ Notes
               8.7  Each A$ Note will have interest payable in respect of each
                    Interest Period calculated [insert methodology for
                    calculation of interest on A$ Notes]



                    Each A$ Note will cease to accrue interest from the date
                    upon which the A$ Note is redeemed in accordance with
                    clause 8.9(b), unless upon such date, payment is
                    improperly withheld or refused in which case the A$ Note
                    will continue to accrue interest in accordance with this
                    deed (both before and after judgment) until but excluding
                    the earlier of the day on which all sums due in respect of
                    the A$ Note up to that day are received by or on behalf of
                    the relevant Noteholder and the seventh day after notice
                    is given to the Noteholder that such payment will be made,
                    provided that such payment is in fact made on that day.

Overdue interest
               8.8  (a)  ([Class/Classes of US Notes]): If interest is not paid
                         in respect of a [Class/Classes of US Note] on the
                         date when due and payable in accordance with the
                         [Conditions of that Class/Classes of US Notes], the
                         unpaid interest will in turn bear interest in
                         accordance with the [Conditions of that Class/Classes
                         of US Notes].

                    (b)  (A$ Notes): If any interest is not paid in respect of
                         an A$ Note on the date when due and payable in
                         accordance with this deed (but without regard to any
                         limitation herein contained) that unpaid interest
                         will in turn bear interest at the A$ Note Interest
                         Rate from time to time applicable for the relevant A$
                         Note

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                         until (but excluding) the date on which the unpaid
                         interest is paid in accordance with clause 14.8(f).

Redemption
               8.9  (a)  (Class A Notes) The [Class/Classes of US Notes] will
                         be redeemed (or deemed to be redeemed) in accordance
                         with the [Conditions of that Class/Classes of
                         US Notes].

                    (b)  (A$ Notes) Each A$ Note will be fully and finally
                         redeemed, and the obligations of the Issuer Trustee
                         with respect to the payment of the Invested Amount of
                         that A$ Note will be fully and finally discharged, on
                         the first to occur of:

                        (i)   the date upon which the Invested Amount of that
                              A$ Note is reduced to zero and all accrued but
                              previously unpaid interest is paid in full
                              (including, but not limited to, the exercise by
                              the Issuer Trustee of the Clean-Up Option);

                        (ii)  if the Stated Amount in relation to the A$ Note
                              is less than the Invested Amount in relation to
                              the A$ Note, the date on which the Stated Amount
                              of that A$ Note is reduced to zero and all
                              accrued but previously unpaid interest is paid
                              in full (including, but not limited to, the
                              exercise by the Issuer Trustee of the Clean-Up
                              Option);

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

                        (iv)  the Final Maturity Date; and

                        (v)   the date upon which the Issuer Trustee completes
                              a sale and realisation of all Assets of the
                              Trust in accordance with the Master Trust Deed
                              and this deed and the proceeds of such sale and
                              realisation are applied, to the extent
                              available, to repay the Invested Amount plus any
                              accrued, but unpaid, A$ Note Interest Amount in
                              respect of that A$ Note in accordance with the
                              Master Trust Deed or this deed.

                         Each A$ Note redeemed in full (or deemed to be
                         redeemed in full) pursuant to this deed will be
                         cancelled and may not be resold or reissued.

Issuer Trustee's Covenant to the Noteholders
               8.10 Subject to the terms of the Master Trust Deed and this
                    deed, the Issuer Trustee:

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

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                    (b)  covenants for the benefit of each Noteholder:

                        (i)   to make all payments of interest in respect of
                              the Notes held by the Noteholder on each Payment
                              Date;

                        (ii)  to comply with the terms of this deed and the
                              Transaction Documents to which it is a party;
                              and

                        (iii) to pay the Stated Amount, together with all then
                              accrued but unpaid interest, in relation to the
                              Notes held by the Noteholder on the Final
                              Maturity Date. Subject to this deed (and in the
                              case of the [Class/Classes of US Notes] the
                              [Conditions of that Class/Classes of US Notes]),
                              no amount of principal will be paid in respect
                              of a Note in excess of the Stated Amount of that
                              Note.

Register
               8.11 The Issuer Trustee shall keep an up to date Register in
                    respect of the $A Notes in accordance with Schedule 1. The
                    Register may be maintained in electronic form.

Transfer and Transmission of Notes
               8.12 (a)  (Transfer of A$ Notes in accordance with Corporations
                         Law): A Noteholder is only entitled to transfer an A$
                         Note if the offer of the A$ Note for sale, or the
                         invitation to purchase the A$ Note, to the proposed
                         transferee by the Noteholder is an offer or
                         invitation that does not need disclosure to investors
                         under Part 6D.2 of Chapter 6 of the Corporations Law
                         and otherwise complies with the Corporations Law and
                         if the transfer of the A$ Note complies with Schedule
                         2.

                    (b)  (Regulation S): An A$ Note may not be offered or sold
                         within the United States of America or to, or for the
                         account or benefit of, United States persons except
                         in accordance with Regulation S under the Securities
                         Act or pursuant to an exemption from the registration
                         requirements of the Securities Act. Terms used in
                         this clause 8.12 have the meaning given to them by
                         Regulation S under the Securities Act.

Taxation
               8.13 All payments in respect of the Notes will be made without
                    withholding or deduction for, or on account of, any
                    present or future taxes, duties or charges of whatsoever
                    nature unless the Issuer Trustee (or, in the case of the
                    [Class/Classes of US Notes], any Paying Agent) is required
                    by any applicable law to make such a withholding or
                    deduction. In that event the Issuer Trustee (or, in the
                    case of the [Class/Classes of US Notes], any Paying Agent)
                    will, after making such withholding or deduction, account
                    to the relevant authorities for the amount so required to
                    be withheld or deducted. Neither the Issuer Trustee nor
                    any such Paying Agent will be obliged to make any
                    additional payments in respect of the relevant Notes in
                    relation to the withholding or deduction. Immediately
                    after becoming aware that such a withholding or deduction
                    is or will be required, the Issuer Trustee will notify the
                    Note Trustee or the relevant Noteholders in the manner
                    required by the Transaction Documents.

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Prescription
               8.14 A Note will become void in its entirety unless surrendered
                    for payment within a period of [10] years from the
                    Relevant Date in respect of any payment of principal or
                    interest thereon, the effect of which will be to reduce
                    the Stated Amount of, and all accrued but unpaid interest
                    on, that Note to zero. After the date on which a Note
                    becomes void in its entirety, no claim can be made in
                    respect of it.

                    "Relevant Date" in respect of a Note means the date on
                    which a payment in respect thereof first becomes due or,
                    if the full amount of the moneys payable in respect of the
                    Note which is due on or before that date has not been duly
                    received by the relevant Noteholder on or prior to such
                    date, the date on which the full amount of such moneys has
                    been so received.

Rounding of Payments
               8.15 Except as otherwise specified in this deed, all payments
                    in respect of a given currency will be rounded to the
                    nearest cent of that currency.

Call Option
               8.16 (a)  The Issuer Trustee will, subject to the other
                         provisions of this deed, when directed by the Global
                         Trust Manager (at the Global Trust Manager's option),
                         redeem all, but not some only, of the Notes at their
                         then Invested Amount (without double counting),
                         subject to the following, together with all accrued
                         but unpaid interest in respect of the Notes to (but
                         excluding) the date of redemption, on any Call Option
                         Date.

                    (b)  Notwithstanding the foregoing, the Issuer Trustee may
                         redeem the Notes at their Stated Amount on a Call
                         Option Date, instead of at their Invested Amount
                         (without double counting), together with accrued but
                         unpaid interest in respect of the Notes to (but
                         excluding) the date of redemption, if so approved by
                         an Extraordinary Resolution of the Noteholders.

                    (c)  The Issuer Trustee must not redeem the Notes unless
                         it is in a position on the relevant Call Option Date
                         to repay the then Invested Amounts or the Stated
                         Amounts (without double counting), as required, of
                         the Notes together with all accrued but unpaid
                         interest to (but excluding) the date of redemption
                         and to discharge all its liabilities in respect of
                         amounts which are required under the Master Security
                         Trust Deed and this deed to be paid in priority to or
                         equally with the Notes as if the Deed of Charge in
                         respect of the Trust were enforced.

Redemption for Taxation or Other Reasons
               8.17
                    (a)  If the Global Trust Manager satisfies the Issuer
                         Trustee (and, in the case of the [Class/Classes of US
                         Notes], the Note Trustee) immediately prior to giving
                         the direction referred to below that by virtue of
                         either a change in law of the Commonwealth of
                         Australia or any of its political subdivisions or any
                         of its authorities or any other jurisdiction to which
                         the Issuer Trustee becomes subject (a "Relevant
                         Jurisdiction"),

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                         or a change in the application or official
                         interpretation thereof, from that in effect on the
                         Closing Date, either:

                        (i)   on the next Payment Date the Issuer Trustee will
                              be required to deduct or withhold from any
                              payment of principal or interest in respect of
                              the Notes including corresponding payments under
                              any Currency Swap, any amount for or on account
                              of any present or future taxes, duties,
                              assessments or governmental charges of whatever
                              nature imposed, levied, collected, withheld or
                              assessed by a Relevant Jurisdiction; or

                        (ii)  on the next Payment Date the total amount
                              payable in respect of interest in relation to
                              any of the Mortgage Loans for a Collection
                              Period ceases to be receivable (whether or not
                              actually received) by the Issuer Trustee by
                              reason of any present or future taxes, duties,
                              assessments or governmental charges of whatever
                              nature imposed, levied, collected, withheld or
                              assessed by a Relevant Jurisdiction,

                         and, in each case, such obligation cannot be avoided
                         by the Issuer Trustee taking reasonable measures
                         available to it, the Issuer Trustee must, when so
                         directed by the Global Trust Manager (at the Global
                         Trust Manager's option), redeem all, but not some
                         only, of the Notes on any subsequent Payment Date at
                         their then Invested Amount (without double counting),
                         subject to the following, together with accrued but
                         unpaid interest in respect of the Notes to (but
                         excluding) the date of redemption. Notwithstanding
                         the foregoing, the Issuer Trustee may redeem the
                         Notes at their Stated Amount, instead of at their
                         Invested Amount (without double counting), together
                         with accrued but unpaid interest in respect of the
                         Notes to (but excluding) the date of redemption, if
                         so approved by an Extraordinary Resolution of the
                         Noteholders.

                    (b)  The Global Trust Manager will not direct the Issuer
                         Trustee to, and the Issuer Trustee will not, so
                         redeem the Notes unless the Issuer Trustee is in a
                         position on such Call Option Date to repay in respect
                         of the Notes their then Invested Amount or Stated
                         Amount (without double counting), as required,
                         together with all accrued but unpaid interest to (but
                         excluding) the date of redemption and to discharge
                         all its liabilities in respect of amounts which are
                         required under the Master Security Trust Deed and
                         this deed to be paid in priority to or equally with
                         the Notes as if the Deed of Charge in respect of the
                         Trust was enforced.

                    (c)  This clause is subject to the [Conditions of the
                         Class/Classes of US Notes] in respect of the
                         [Class/Classes of US Notes].

               8.18 For the purpose of any redemption under clauses 8.16 and
                    8.17, the Issuer Trustee may rely on any certificate from
                    an Authorised Person of the Global Trust Manager that the
                    Issuer Trustee will be in a position to repay the Notes at
                    their then Invested Amount or Stated Amount (without
                    double counting), as applicable, together with all

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                    accrued but unpaid interest to (but excluding) the date of
                    redemption and to discharge all its liabilities in respect
                    of amounts which are required under the Master Security
                    Trust Deed and this deed to be paid in priority to or
                    equally with the Notes as if the Deed of Charge in respect
                    of the Trust were enforced.


9    Conditions Precedent
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Conditions precedent to the issue of Notes
               9.1  The obligation of the Issuer Trustee to issue Notes is
                    subject to:

                    (a)  (Constitution) receipt by the Global Trust Manager of
                         a certified copy of the constitution of the Seller
                         and the Servicer;

                    (b)  (Transaction Documents) receipt by the Global Trust
                         Manager of a certified copy of each executed and
                         (where relevant) stamped Transaction Document;

                    (c)  (Rating) confirmation from each Current Rating Agency
                         that the [Senior Class of Notes] have been assigned a
                         provisional rating of [insert applicable ratings from
                         applicable rating agencies]; and

                    (d)  (Legal Opinions) receipt by the Global Trust Manager
                         of:

                        (i)   a legal opinion from Mallesons Stephen Jaques,
                              in relation to the obligations of the Global
                              Trust Manager, the Seller, the Servicer, [the
                              Liquidity Facility Provider], [the Redraw
                              Facility Provider], [the Currency Swap
                              Provider], [the Basis Swap Provider] and [the
                              Fixed Rate Swap Provider] under the Transaction
                              Documents to which they are bound;

                        (ii)  a legal opinion from [      ], in relation to the
                              obligations of the Issuer Trustee under the
                              Transaction Documents to which it is bound;

                        (iii) a legal opinion from [      ], in relation to the
                              validity and enforceability of the obligations
                              of the Seller, and the Global Trust Manager in
                              relation to the Transaction Documents which are
                              expressed to be governed by the laws of New York
                              and as to certain other matters of United States
                              law;

                        (iv)  a legal opinion from [  ] as to the due execution
                              by [name of Note Trustee] of the Transaction
                              Documents to which it is a party and [   ] in
                              relation to the obligations of [name of Note
                              Trustee] under the Transaction Documents to
                              which it is bound;

                        (v)   [an opinion in respect of each Currency Swap
                              Provider in relation to the validity and
                              enforceability of the obligations of each
                              Currency Swap Provider under each Currency
                              Swap]; and

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                        (vi)  a legal opinion from [    ] as to the validity and
                              enforceability of the Pool Insurance Policy.

                         The Global Trust Manager must provide confirmation to
                         the Issuer Trustee upon its receipt of such
                         documents.

10   Representations and Warranties
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Representations and Warranties
               10.1 Each of the Issuer Trustee, the Servicer and the Global
                    Trust Manager represents and warrants to each other (but
                    with respect to itself only) as follows:

                    (a)  (incorporation) it is validly incorporated and
                         existing under the laws pursuant to which it purports
                         to have been incorporated;

                    (b)  (corporate power) it has the corporate power to own
                         its assets and to carry on its business as it is now
                         being conducted and the business proposed to be
                         conducted under this deed;

                    (c)  (power) it has full power and authority to enter into
                         and perform its obligations under this deed and each
                         of the Transaction Documents to which it is a party;

                    (d)  (all action taken) it has taken all necessary
                         internal corporate action to authorise the execution,
                         delivery and performance of this deed and each of the
                         Transaction Documents to which it is a party in
                         accordance with their respective terms and no
                         additional approval or consent of any person is
                         required;

                    (e)  (validity of obligations) this deed and each of the
                         Transaction Documents to which it is a party
                         constitute legal, valid and binding obligations of it
                         and, subject to any necessary stamping and
                         registration and to doctrines of equity and laws and
                         defences generally affecting creditors' rights, are
                         enforceable in accordance with their respective
                         terms;

                    (f)  (no violation) the execution, delivery and
                         performance by it of this deed and each of the
                         Transaction Documents to which it is a party does not
                         and will not violate in any respect any material
                         provision of:

                        (i)   any law, regulation, authorisation, ruling,
                              consent, judgement, order or decree of any
                              Governmental Agency;

                        (ii)  the constitution or other constituent documents
                              of it; or

                        (iii) any Encumbrance or document which is binding
                              upon it or any of its assets,

                         and (except, in the case of the Issuer Trustee and
                         the Servicer, in respect of the Deed of Charge) does
                         not and will not result in:

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                        (iv)  the creation or imposition of any Encumbrance or
                              restriction of any nature on any of its assets
                              under the provision of; or

                        (v)   the acceleration of the date of payment of any
                              obligation existing under,

                         any Encumbrance or document which is binding upon it or
                         its assets;

                    (g)  (Authorisations) it has obtained all Authorisations
                         necessary for it to enter into, and perform its
                         obligations under, the Transaction Documents and such
                         Authorisations remain in full force and effect.

Trust representations and warranties
               10.2 Without limiting the representations and warranties
                    provided in clause 10.1, the Issuer Trustee represents and
                    warrants to the Global Trust Manager and the Servicer
                    that:

                    (a)  (creation of Trust) the Trust has been validly
                         created;

                    (b)  (appointment of Issuer Trustee) it has been validly
                         appointed as the trustee of the Trust;

                    (c)  (sole Issuer Trustee) it is the sole trustee of the
                         Trust;

                    (d)  (trust power) it has power under the Transaction
                         Documents to enter into, perform and comply with its
                         obligations, and to carry out the transactions
                         contemplated by, this deed;

                    (e)  (no removal) as far as it is aware, there are no
                         proceedings to remove it as trustee of the Trust; and

                    (f)  (vesting date) the vesting date has not occurred in
                         respect of the Trust.

11   Payments
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Manner
               11.1 The Issuer Trustee and the Servicer will make all payments
                    under this deed:

                    (a)  in immediately available funds (unless otherwise
                         agreed) to the account specified by the payee, in
                         either case, by [   ] (Melbourne time) on the due date;

                    (b)  without set-off, counterclaim or other deduction; and

                    (c)  in accordance with this deed.

Cleared Funds
               11.2 Notwithstanding any other provision of this deed, where
                    the proceeds of a payment due to the Issuer Trustee on a
                    day are required to be applied by the Issuer Trustee
                    towards some other payment due on the same day, the
                    payment to the Issuer Trustee must be made in

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                    immediately available funds in sufficient time to allow
                    the Issuer Trustee to make that other payment and the
                    Issuer Trustee will have no obligation to make the other
                    payment until the first payment has been made.



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PART 4 - PRINCIPAL AND INCOME DETERMINATIONS AND PAYMENTS

12   Collections
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Establishment of Collections Account with Servicer
               12.1 Immediately following the date of constitution of the
                    Trust, the Issuer Trustee must establish the Collections
                    Account with the Servicer (provided that such Servicer has
                    the Required Credit Rating) or such other Eligible Bank as
                    the Global Trust Manager may determine from time to time.

Remittance to Collection Account
               12.2 To the extent that the Servicer is the Seller and the
                    Servicer has the Required Credit Rating, it is entitled to
                    retain any Collections in respect of a Collection Period
                    until [ ] (Melbourne time) on the Payment Date following
                    the end of the relevant Collection Period, on or before
                    which time it must deposit such Collections into the
                    Collections Account or pay such amount in the manner
                    directed by the Issuer Trustee (acting on the direction of
                    the Global Trust Manager).

               12.3 To the extent that the Servicer is not the Seller, and for
                    so long as the Servicer has short term credit ratings of
                    no lower than [insert applicable short term ratings from
                    applicable ratings agencies], it may retain Collections
                    until [] (Melbourne time) on the Business Day which is the
                    earlier of 30 days from receipt and 2 Business Days before
                    the Payment Date following the end of the relevant
                    Collection Period. However, while the sum of all
                    Collections held by the Servicer and the value of any
                    short term Authorised Investments which are with, or
                    issued by, a bank or financial institution which has a
                    short-term credit rating of [ ] from [ ] exceeds an amount
                    equal to [20%] of the Aggregate Stated Amount of all
                    Notes, the Servicer will only be entitled to retain any
                    additional Collections received for 2 Business Days
                    following receipt.

               12.4 Subject to clauses 12.2 and 12.3, the Servicer must remit
                    all Collections it receives to the Collections Account
                    within 2 Business Days of receipt of such Collections.

Servicer's Collections
               12.5 The Issuer Trustee irrevocably authorises the Servicer to
                    deduct from any amount received from a Debtor in respect
                    of, in relation to or in connection with, a Purchased
                    Mortgage Loan, the amount of any Servicer's Collections
                    and for the Servicer to retain that amount for its own
                    account.


13   Termination of the Swaps and Application of Threshold Rate
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Calculation of Threshold Rate
               13.1 The Global Trust Manager shall, on each Payment Date after
                    the date on which the Basis Swap is terminated and not
                    replaced in the manner contemplated by clause 13.2(a)(i),
                    and on any other date required by the Transaction
                    Documents:

                    (a)  calculate the Threshold Rate on that day; and

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                    (b)  notify the Issuer Trustee, the Servicer and the
                         Seller of that Threshold Rate.

Termination of Basis Swap or Fixed Rate Swap
               13.2 If, at any time, the Basis Swap or the Fixed Rate Swap
                    terminates due to the default or failure to perform by the
                    Basis Swap Provider or the Fixed Rate Swap Provider (as
                    the case may be), the Global Trust Manager and the Issuer
                    Trustee must endeavour to:

                    (a)  in the case of the Basis Swap:

                        (i)   (in the case of the Issuer Trustee, to the
                              extent that the Global Trust Manager has made
                              appropriate arrangements to ensure that it is
                              possible for the Issuer Trustee to) enter into a
                              replacement swap on substantially similar terms
                              and with a counterparty acceptable to each
                              Current Rating Agency;

                        (ii)  (in the case of the Issuer Trustee, to the
                              extent that the Global Trust Manager has made
                              appropriate arrangements to ensure that it is
                              possible for the Issuer Trustee to) ensure the
                              Seller sets the weighted average (rounded up to
                              4 decimal places) of the variable interest rates
                              payable under each applicable Purchased Mortgage
                              Loan which then forms part of the Assets of the
                              Trust to at least equal to the Threshold Rate;
                              or

                        (iii) (in the case of the Issuer Trustee, to the
                              extent that the Global Trust Manager has made
                              appropriate arrangements to ensure that it is
                              possible for the Issuer Trustee to) within 3
                              Business Days, enter into such other
                              arrangements which each Current Rating Agency
                              has confirmed will not result in an Adverse
                              Rating Effect; and

                    (b)  in the case of the Fixed Rate Swap, within 3 Business
                         Days:

                        (i)   (in the case of the Issuer Trustee, to the
                              extent that the Global Trust Manager has made
                              appropriate arrangements to ensure that it is
                              possible for the Issuer Trustee to) immediately
                              enter into a replacement swap on substantially
                              similar terms and with a counterparty acceptable
                              to each Current Rating Agency; or

                        (ii)  (in the case of the Issuer Trustee, to the
                              extent that the Global Trust Manager has made
                              appropriate arrangements to ensure that it is
                              possible for the Issuer Trustee to) enter into
                              such other arrangements which each Current
                              Rating Agency has confirmed will not result in
                              an Adverse Rating Effect.

Servicer's Discretion
               13.3 If clause 13.2(a)(ii) applies, the Seller may, at its
                    discretion, set the interest rate on the Purchased
                    Mortgage Loans (where permitted under the relevant Loan
                    Agreement) at an interest rate higher than the Threshold
                    Rate.

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                                                                              39
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Issuer Trustee's power
               13.4 If the Issuer Trustee has notice that the Seller has
                    failed to fulfil its obligations under clause 13.2(a)(ii),
                    the Issuer Trustee has the power to set the interest rate
                    on the Purchased Mortgage Loans in accordance with clause
                    13.2(a)(ii).

Termination of Linked Deposit Accounts
               13.5 The Seller will, following notice by the Issuer Trustee to
                    the relevant Debtors after the occurrence of a Title
                    Perfection Event, subject to any contractual notice
                    requirements by which the Seller is bound, promptly
                    withdraw all interest off-set benefits (if any) that would
                    otherwise be available to Debtors under the terms of their
                    Linked Deposit Accounts.

Gross Up for Linked Deposit Accounts
               13.6 The Seller must pay the Servicer (as part of the
                    Collections to be deposited by the Servicer into the
                    Collections Account) any amount which would otherwise be
                    received by the Servicer as a Collection to the extent
                    that the obligation to pay such amounts is discharged or
                    reduced by virtue of the terms of a Linked Deposit
                    Account. Such payment must be made on the day that the
                    relevant amount would otherwise have been received.


14   Cashflow Allocation Methodology
--------------------------------------------------------------------------------
General
               14.1 Prior to the occurrence of an Event of Default, the
                    Collections, Other Income and any amount required to be
                    drawn under the Support Facilities will be allocated by
                    the Global Trust Manager and paid in accordance with
                    clauses 14.2 to 14.17 below.

Collection Period
               14.2 The Servicer will collect all Collections on behalf of the
                    Issuer Trustee during each Collection Period. On each
                    Determination Date, the Global Trust Manager will allocate
                    the Collections between Finance Charge Collections and
                    Principal Collections.

Finance Charge Collections
               14.3 On each Determination Date, the Finance Charge Collections
                    for the immediately preceding Collection Period will be
                    calculated by the Global Trust Manager as [insert
                    methodology for calculation of Finance Charge Collections]

Calculation of Available Income
               14.4 On each Determination Date, the Available Income is
                    calculated by the Global Trust Manager (without double
                    counting) as follows [insert methodology for calculation
                    of Available Income]

Principal Draw
               14.5 If, on any Determination Date, there is a Payment
                    Shortfall then the Global Trust Manager must direct the
                    Issuer Trustee to make a Principal Draw on the Payment
                    Date immediately following that Determination Date equal
                    to the lesser of:

                    (a)  the Payment Shortfall; and

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                                                                              40
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                    (b)  the amount of Principal Collections available for
                         application for that purpose on the following Payment
                         Date in accordance with clause [14.13(c)],

                    and apply it towards the Payment Shortfall.

[Liquidity Drawing
               14.6 If, on any Determination Date, there is a Liquidity
                    Shortfall, the Global Trust Manager must direct the Issuer
                    Trustee to make a Liquidity Drawing on the Payment Date
                    immediately following that Determination Date equal to the
                    lesser of:

                    (a)  the Liquidity Shortfall on that Determination Date;
                         and

                    (b)  the Available Liquidity Amount on that Determination
                         Date.

                    The Issuer Trustee must, if so directed by the Global
                    Trust Manager, make that Liquidity Drawing and have the
                    proceeds deposited or transferred into the Collections
                    Account on the relevant Payment Date.]

Calculation and application of Total Available Income
               14.7 On each Determination Date, the Total Available Income is
                    calculated as [insert methodology for calculation of Total
                    Available Income]

Required Payments (Interest waterfall)
               14.8 The Global Trust Manager must direct the Issuer Trustee to
                    pay (or direct the payment of) the following items in the
                    following order of priority out of the Total Available
                    Income (as calculated on the relevant Determination Date)
                    on each Payment Date: [insert Interest waterfall]

                    The Issuer Trustee will only make a payment under any of
                    paragraphs (a) to (g) inclusive to the extent that any
                    Total Available Income remains from which to make the
                    payment after amounts with priority to that amount have
                    been paid and distributed.

               14.9 On each Payment Date that any amount is payable to a
                    Currency Swap Provider under clause 14.8(f)(i), the Issuer
                    Trustee must comply with Condition [6.9] of the
                    [Conditions of the Class/Classes of US Notes].

Excess Available Income
              14.10 To the extent that, on any Payment Date, the Total
                    Available Income exceeds the amounts payable under clause
                    14.8 (as calculated on the relevant Determination Date)
                    ("Excess Available Income"), the Global Trust Manager must
                    apply any such excess and direct the Issuer Trustee to pay
                    (or direct the payment of) such amount on that Payment
                    Date in the following order of priority: [insert
                    application and priority of payment of Excess Available
                    Income]

                    The Issuer Trustee will only make a payment under any of
                    paragraphs (a) to (f) above inclusive to the extent that
                    any Excess Available Income remains from which to make the
                    payment after amounts with priority to that amount have
                    been paid and distributed.

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                                                                              41
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Principal Collections
              14.11 On each Determination Date, the Principal Collections is
                    calculated as [insert methodology for calculation of
                    Principal Collections]

Redraw Shortfall
              14.12 If the Global Trust Manager determines on any
                    Determination Date that there is a Redraw Shortfall, the
                    Global Trust Manager must direct the Issuer Trustee in
                    writing to request from the Redraw Facility Provider, in
                    accordance with the Redraw Facility Agreement, a Redraw
                    Drawing under the Redraw Facility Agreement on the
                    immediately following Payment Date in an amount equal to
                    the lesser of:

                    (a)  the Redraw Shortfall on that Determination Date; and

                    (b)  the Available Redraw Amount on that Determination
                         Date.

                    The Issuer Trustee must, if so directed by the Global
                    Trust Manager, make that Redraw Drawing and have the
                    proceeds deposited or transferred into the Collections
                    Account on the relevant Payment Date.

Principal Distributions
              14.13 On each Payment Date and based on the calculations,
                    instructions and directions provided to it by the Global
                    Trust Manager, the Issuer Trustee must distribute out of
                    Principal Collections (as calculated on the Determination
                    Date immediately preceding that Payment Date), the
                    following amounts in the following order of priority
                    [insert application and priority of payment of Principal
                    Distributions]:

                    The Issuer Trustee will only make a payment under any of
                    paragraphs (a) to (g) inclusive to the extent that any
                    Principal Collections remain from which to make the
                    payment after amounts with priority to that amount have
                    been paid and distributed.

Payments of Principal on the Notes and to the Redraw Facility Provider
              14.14 On each Payment Date prior to the occurrence of an Event
                    of Default, the Issuer Trustee must, in accordance with
                    the directions given by the Global Trust Manager and
                    subject to the payment priority provided for in clause
                    14.13, pay [insert allocation of principal payments among
                    senior and subordinate classes of Notes]:

Principal Charge-Offs
             14.14A If, on any Determination Date, the Global Trust Manager
                    determines that there are Principal Charge-Offs in respect
                    of the immediately preceding Collection Period, the Global
                    Trust Manager must, on that Determination Date, allocate
                    such Principal Charge-Offs in the following order [insert
                    allocation of Principal Charge-Offs]:

Carryover Principal Charge-Offs
              14.15 If, on any Determination Date, the Principal Charge-Offs
                    for the immediately preceding Collection Period exceed the
                    amount of the Excess Available Income available for
                    allocation to Principal Charge-Offs under clause 14.10(a)
                    on that Determination Date, the Global Trust Manager must,
                    on and with effect from the next Payment Date: [insert
                    allocation of Carryover Principal Charge-Offs]

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                                                                              42
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                    (each a "Carryover Principal Charge-Off").

Increases
              14.16 To the extent that on any Determination Date amounts are
                    available for allocation under clauses 14.10(b) and (d),
                    then an amount equal to these amounts shall be applied on
                    the next Payment Date to increase respectively [insert
                    allocation of available amounts among senior and
                    subordinate classes of Notes]

Early Repayment Costs
               14.17 On each Determination Date, the Global Trust Manager will
                    calculate the aggregate of the Early Repayment Costs in
                    respect of the Purchased Mortgage Loans during the
                    immediately preceding Collection Period and will direct
                    the Servicer to pay that amount, on the immediately
                    following Payment Date, to the Fixed Rate Swap Provider
                    under the terms of the Fixed Rate Swap.

Application of proceeds following an Event of Default
               14.18 Following the occurrence of an Event of Default, the
                    Security Trustee must apply all moneys received by it in
                    respect of the Secured Property in the following order
                    [insert waterfall following Event of Default]:

Excluded Amount
               14.19 The proceeds of any collateral provided by a Support
                    Facility Provider will not be treated as Secured Property
                    available for distribution in accordance with clause
                    14.18. Any such collateral shall (subject to the operation
                    of any netting provisions in the relevant Support
                    Facility) be returned to the relevant Support Facility
                    Provider except to the extent that the relevant Support
                    Facility requires it to be applied to satisfy any
                    obligation owed to the Issuer Trustee by the relevant
                    Support Facility Provider.


15   Determinations by Global Trust Manager
--------------------------------------------------------------------------------
Determinations by Global Trust Manager
               15.1 On each Determination Date, the Global Trust Manager will
                    (and where applicable, in respect of the Collection Period
                    ending immediately prior to that Determination Date)
                    determine or otherwise ascertain:

                    (a)  the Finance Charge Collections;

                    (b)  the Other Income;

                    (c)  [the Mortgage Insurance Interest Proceeds];

                    (d)  the Available Income;

                    (e)  the Total Available Income;

                    (f)  the Principal Draw, if any;

                    (g)  the Liquidity Draw, if any;

<PAGE>

                                                                              43
--------------------------------------------------------------------------------
                    (h)  the Expenses of the Trust;

                    (i)  the Required Payments (and each amount comprising the
                         Required Payments);

                    (j)  the Excess Available Income;

                    (k)  the Principal Collections;

                    (l)  the Redraw Shortfall (if any);

                    (m)  the Principal Charge-Offs (if any);

                    (n)  the Carryover Principal Charge-Offs (if any);

                    (o)  the Extraordinary Expenses, if any;

                    (p)  the Enforcement Expenses, if any;

                    (q)  [additional determinations in respect of series]; and

                    (r)  any other relevant determinations.

               15.2 The Global Trust Manager must:

                    (a)  notify the Issuer Trustee of each of the amounts
                         calculated by it in clause 15.1; and

                    (b)  instruct the Issuer Trustee as to the payments to be
                         made by the Issuer Trustee on the relevant Payment
                         Date in accordance with clause 14.

               15.3 On or before [midday] on the day which is two Business
                    Days prior to each Payment Date, the Global Trust Manager
                    must:

                    (a)  determine any net amounts required to be drawn under
                         Support Facilities on that Payment Date;

                    (b)  notify the Issuer Trustee of such determinations; and

                    (c)  direct the Issuer Trustee to make such drawings.


16   Global Trust Manager, Issuer Trustee and Servicer Fees
--------------------------------------------------------------------------------
Global Trust Manager's fee
               16.1 For the purposes of clause 26.1 of the Master Trust Deed,
                    and in consideration of the Global Trust Manager
                    performing its function and duties in respect of the
                    Trust, it will be paid a fee by the Issuer Trustee from
                    the Trust [insert methodology for calculation of Global
                    Trust Manager]

Issuer Trustee's fee
               16.2 For the purposes of clause 26.2 of the Master Trust Deed,
                    and in consideration of the Issuer Trustee performing its
                    functions and duties in respect of the Trust it will
                    receive a fee, in an amount and calculated [insert
                    methodology for calculation of Issuer Trustee].

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                                                                              44
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Servicer's fee
               16.3 For the purposes of clause 6.1 of the Servicing Agreement,
                    and in consideration of the Servicer performing its
                    functions and duties in respect of the Trust, it will be
                    paid a fee by the Issuer Trustee from the Trust [insert
                    methodology of calculation for Servicer's fee]

Fee and GST

               16.4 (a)  The fees payable to the Issuer Trustee and the
                         Servicer are inclusive of GST;

                    (b)  The fees payable to the Global Trust Manager are not
                         subject to GST in the hands of the Global Trust
                         Manager as the supplies made by the Global Trust
                         Manager are not connected with Australia but the
                         recipient of any supplies made by the Global Trust
                         Manager may incur a GST liability under the reverse
                         charge rules of the GST legislation; and

                    (c)  Each supplier, other than the Global Trust Manager,
                         will provide the corresponding recipient with any
                         reasonable documentation required for GST purposes so
                         as to enable the relevant recipient to receive an
                         input tax credit or tax refund for tax purposes.



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                                                                              45
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PART 5 - GENERAL

17   Notices
--------------------------------------------------------------------------------
Notices
               17.1 Any notice, request, certificate, approval, demand,
                    consent or other communication to be given under this
                    deed:

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

                    (b)  must be in writing; and

                    (c)  must be left at the address of the addressee or sent
                         by prepaid ordinary post to the address of the
                         addressee or sent by facsimile to the facsimile
                         number of the addressee, or sent by e-mail to the
                         e-mail address of the addressee set out below or as
                         are notified by the party to the other parties as its
                         address for service of communications pursuant to
                         this deed.

                         Issuer Trustee:

                                         Address:   [ ]
                         Facsimile:      [          ]
                         Attention:      [          ]
                         E-mail:         [          ]

                         Global Trust Manager:

                         Address:        Level 24
                                         500 Bourke Street
                                         Melbourne  VIC  3000
                         Facsimile:      [(613) 8641 0906]
                         Attention:      [Manager, Group Funding]
                         E-mail:         [                           ]

                         Security Trustee:

                                         Address:   [ ]
                         Facsimile:      [          ]
                         Attention:      [          ]
                         E-mail:         [          ]

                         Seller:

                         Address:        Level 24
                                         500 Bourke Street
                                         Melbourne   Vic   3000
                         Facsimile:      [(61 3) 8641 4927]
                         Attention:      [Company Secretary]

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                                                                              46
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                         Servicer:

                         Address:        Level 1
                                         120 Spencer Street
                                         Melbourne   Vic   3000
                         Facsimile:      [(61 3) 9601 7600]
                         Attention:      [Head of Servicing and Head of
                                         Securitisation]

Deemed receipt
               17.2 A notice, request, certificate, demand, consent or other
                    communication under this deed is deemed to have been
                    received:

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

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

                    (c)  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; and

                    (d)  in the case of an e-mail, on receipt by the sender of
                         an e-mail from the recipient stating that the e-mail
                         was delivered in its entirety and the contents and
                         attachments of the e-mail have been received.

                    However, if the time of deemed receipt of any notice is
                    not before 4.00 p.m. (local time at the address of the
                    recipient) on a Business Day it is deemed to have been
                    received at the commencement of business on the next
                    following Business Day.


18   Counterparts
--------------------------------------------------------------------------------
                    This deed may be executed in any number of counterparts.
                    All counterparts together will be taken to constitute one
                    instrument.

19   Damages
--------------------------------------------------------------------------------
Claim for Damages
               19.1 Where this deed provides for damages to be payable by the
                    Seller, the Servicer or the Global Trust Manager to the
                    Issuer Trustee:

                    (a)  (claim must be in writing) a written notice of a
                         claim for damages must be provided to the relevant
                         party by the Issuer Trustee;

                    (b)  (claim must specify the amount of damages) such
                         notice must specify the amount of damages claimed and
                         how such amount has been determined by reference to
                         the loss incurred as a result of the breach leading
                         to the claim for damages; and

                    (c)  (Issuer Trustee must act on instructions) the Issuer
                         Trustee in preparing a notice in accordance with
                         clauses 19.1(a) and

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                                                                              47
--------------------------------------------------------------------------------
                         (b) will act on the instructions of the Global Trust
                         Manager (in the case of a claim against the Seller or
                         the Servicer) or take expert advice, if necessary (in
                         the case of a claim against the Global Trust
                         Manager).

Allocation of Damages
               19.2 If damages or indemnities are payable to the Issuer
                    Trustee by the Servicer, the Seller or the Global Trust
                    Manager for breach of a representation, warranty or
                    obligation under the Master Trust Deed, this deed or
                    another Transaction Document, such damages (or
                    indemnities, as the case may be) are to be treated as
                    Finance Charge Collections. On each Determination Date the
                    Global Trust Manager must notify the Issuer Trustee of the
                    damages (or the indemnities, as the case may be) received
                    (if any) in the Collection Period just ended.


20   Miscellaneous
--------------------------------------------------------------------------------
Certificate
               20.1 A certificate signed by the Issuer Trustee or its
                    solicitors about a matter or about a sum payable to the
                    Issuer Trustee in connection with this deed is sufficient
                    evidence of the matter or sum stated in the certificate
                    unless the matter or sum is proved to be false.

Exercise of rights
               20.2 The Issuer Trustee or an attorney appointed under this
                    deed may exercise a right, power or remedy at its
                    discretion, and separately or concurrently with another
                    right, power or remedy. A single or partial exercise of a
                    right, power or remedy by the Issuer Trustee does not
                    prevent a further exercise of that or an exercise of any
                    other right, power or remedy. Failure by the Issuer
                    Trustee to exercise or delay in exercising a right, power
                    or remedy does not prevent its exercise. The Issuer
                    Trustee is not liable for any loss caused by its exercise,
                    attempted exercise, failure to exercise or delay in
                    exercising it except in the case of the Issuer Trustee,
                    its negligence, fraud or breach of trust.

Waiver and variation
               20.3 A provision of or a right created under this deed may not
                    be waived or varied except in writing signed by the party
                    or parties to be bound.

Supervening legislation
               20.4 Any present or future legislation which operates to vary
                    the obligations of the Issuer Trustee in connection with
                    this deed with the result that the Issuer Trustee's
                    rights, powers or remedies are adversely affected
                    (including, without limitation, by way of delay or
                    postponement) is excluded except to the extent that its
                    exclusion is prohibited or rendered ineffective by law.

Approvals and consent
               20.5 The Issuer Trustee, the Global Trust Manager or an
                    attorney appointed under this deed may give conditionally
                    or unconditionally or withhold its approval or consent in
                    its absolute discretion, unless this deed expressly
                    provides otherwise.

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                                                                              48
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Remedies cumulative
               20.6 The rights, powers and remedies provided in this deed are
                    cumulative with and not exclusive of the rights, powers or
                    remedies provided by law independently of this deed.

Indemnities
               20.7 Each indemnity in this deed is a continuing obligation,
                    separate and independent from the other obligations of the
                    Issuer Trustee and the Global Trust Manager and survives
                    termination of this deed. It is not necessary for the
                    Issuer Trustee or the Global Trust Manager to incur
                    expense or make payment before enforcing a right of
                    indemnity conferred by this deed.

Time of the essence
               20.8 Time is of the essence in this deed in respect of an
                    obligation of the Issuer Trustee to pay money.

Receipts
               20.9 The receipt of a Receiver, or an Authorised Person of the
                    Issuer Trustee, releases the person paying money to the
                    Receiver or the Issuer Trustee in connection with this
                    deed from:

                    (a)  liability for the money paid or expressed to be
                         received; and

                    (b)  being concerned to see to its application or being
                         answerable or accountable for its loss or
                         misapplication.

Acknowledgment
              20.10 The parties acknowledge and agree that the Issuer Trustee
                    and the Global Trust Manager in exercising their powers
                    and discretions under this deed, and in performing their
                    obligations under this deed, must act in accordance with
                    their duties and obligations under the Transaction
                    Documents in respect of the Trust and may exercise such
                    powers and discretions as provided in the Transaction
                    Documents in respect of the Trust and (without limitation)
                    in forming any opinion may obtain and act upon the advice
                    of persons who are not parties to the Transaction
                    Documents in respect of the Trust.

              20.11 The parties acknowledge that they are bound by the terms
                    of the Master Trust Deed, the Deed of Charge in respect of
                    the Trust and this deed in respect of the Trust.

Disclosure of information
              20.12 Subject to this deed, the Issuer Trustee is not required
                    (unless ordered so to do by a court of competent
                    jurisdiction) to disclose to any Unitholder, Secured
                    Creditor or any other person confidential, financial or
                    other information made available to the Issuer Trustee in
                    connection with this deed.

Rights cumulative
              20.13 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.

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                                                                              49
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Signatures
              20.14 The Issuer Trustee and the Global Trust Manager may rely
                    on the validity of any signature on any transfer, form of
                    application or other instrument or document unless the
                    Issuer Trustee or the Global Trust Manager (as the case
                    may be) has reasonable grounds to believe that the
                    signature is not genuine. Neither the Issuer Trustee nor
                    the Global Trust 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 Global
                    Trust Manager) is to be borne by the relevant Trust in
                    respect of which the loss is incurred.


21   Governing law
--------------------------------------------------------------------------------
Governing Law
               21.1 This deed and the Trust are governed by the law in force
                    in the Australian Capital Territory and the rights,
                    liabilities and obligations of the parties to it are
                    governed by the laws in force in the Australian Capital
                    Territory.

Submission to jurisdiction
               21.2 Each party irrevocably and unconditionally submits to the
                    non-exclusive jurisdiction of the courts of the Australian
                    Capital Territory and courts of appeal from them. Each
                    party waives any right it has to object to an action being
                    brought in those courts including, without limitation, by
                    claiming that the action has been brought in an
                    inconvenient forum or that those courts do not have
                    jurisdiction.

Service
               21.3 Without preventing any other mode of service, any document
                    in an action (including, without limitation, any writ of
                    summons or other originating process or any third or other
                    party notice) may be served on any party by being
                    delivered to or left for that party at its address for
                    service of notices under clause 17.

22   Limited Recourse - Issuer Trustee
--------------------------------------------------------------------------------
                    Clause 2 of the Definitions Schedule applies to this deed
                    as if set out in full in it (with any consequential
                    changes as are necessary to give effect to that clause in
                    this deed).

23   Seller Trust
--------------------------------------------------------------------------------
Constitution of Seller Trust
               23.1 Subject to this clause 23, a Seller Trust is constituted
                    upon execution of this deed and the payment of $20 by the
                    Seller to the Issuer Trustee. The Seller Trust Assets of
                    the Seller Trust vest in the Issuer Trustee and are held
                    by the Issuer Trustee on the terms of and subject to this
                    deed.

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                                                                              50
--------------------------------------------------------------------------------
Declaration of Trust
               23.2 The Issuer Trustee declares that it will hold all its
                    right, title and interest in the Seller Trust Assets of
                    the Seller Trust on bare trust for the Seller.

               23.3 With respect to:

                    (a)  the Trust, the Issuer Trustee will hold all of its
                         right, title and interest in so much of any Mortgage
                         Loan, Mortgage Title Documents and Monetary Rights
                         for each Purchased Mortgage Loan from time to time
                         assigned to the Issuer Trustee (including, without
                         limitation, the proceeds of enforcement of that
                         Purchased Mortgage Loan) as is necessary to enable
                         the full and final repayment of all amounts owing by
                         the Debtor in respect of the Purchased Mortgage Loan,
                         on trust for the Trust; and

                    (b)  the Seller Trust, the Issuer Trustee will hold each
                         Other Secured Liability and the balance (if any) of
                         any Mortgage Loans, Mortgage Title Documents and
                         Monetary Rights on trust for the Seller Trust.

Entitlement
               23.4 The beneficial interest in the Seller Trust Assets
                    relating to the Seller Trust vests absolutely in the
                    Seller.

Dealing with assets
               23.5 Subject to the terms of this deed:

                    (a)  the Seller is entitled to deal with the Seller Trust
                         Assets in its absolute discretion;

                    (b)  the Issuer Trustee must not deal with the Seller
                         Trust Assets of the Seller Trust other than in
                         accordance with the directions given to it by the
                         Seller from time to time; and

                    (c)  the Issuer Trustee must act in accordance with any
                         direction given to it by the Seller in respect of the
                         Seller Trust Assets,

                    except if the Issuer Trustee considers that it would be
                    illegal for the Issuer Trustee to do so, would constitute
                    a breach of any document, agreement or law or would result
                    in the Issuer Trustee's exposure to a risk of personal
                    liability where the Issuer Trustee is not satisfied, in
                    its absolute discretion, that the Seller will be able to
                    indemnify or reimburse the Issuer Trustee in accordance
                    with clause 23.11.

Treatment of Shared Collateral
               23.6 Where:

                    (a)  a Purchased Mortgage Loan forms part of the Trust;

                    (b)  an Other Secured Liability forms part of the Seller
                         Trust; and

                    (c)  the Mortgage which secures the Mortgage Loan also, in
                         accordance with the terms of this deed, secures the
                         Other Secured Liability,

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                                                                              51
--------------------------------------------------------------------------------
                    then all moneys received by the Seller, the Servicer, the
                    Global Trust Manager, or the Issuer Trustee or any
                    receiver, receiver and manager or attorney under or in
                    relation to a Purchased Mortgage Loan or any Other Secured
                    Liability as a result of the enforcement of a Purchased
                    Mortgage Loan shall be applied in accordance with the
                    directions of the Global Trust Manager and in the
                    following order of priority:

                    (d)  first, to meet all costs, charges and expenses of the
                         Issuer Trustee or the relevant mortgagee or any
                         receiver, receiver and manager or attorney incurred
                         in the enforcement of the Purchased Mortgage Loan;

                    (e)  second, in satisfaction of amounts owing under the
                         Purchased Mortgage Loan, to be held on the terms of
                         the Trust; and

                    (f)  third, as to any excess, in satisfaction of the Other
                         Secured Liability.

                    For the avoidance of doubt, the Seller acknowledges that:

                    (i)  it may not take any action that would restrict or
                         prevent the transfer of, and its consent will not be
                         required to transfer, Mortgage Loans between trusts,
                         or from the Trust to any other person, in accordance
                         with this deed and the Master Trust Deed or any other
                         action which the Issuer Trustee may take in respect
                         of the Mortgage Loans in accordance with this deed
                         and the Master Trust Deed (provided that the other
                         trust, or the other person, to whom the Mortgage
                         Loans are transferred is made aware of the existence
                         of the interests of the Seller in the Mortgage
                         Loans);

                    (ii) it will not, and has no right to, take any action
                         which may affect or restrict the ability of the
                         Issuer Trustee or the Security Trustee (or any
                         receiver, receiver and manager or attorney appointed
                         by any of them) to take any enforcement action in
                         respect of a Mortgage Loan. The Seller will not
                         demand, nor will it receive (or be entitled to
                         receive) any payment in respect of an interest in the
                         Mortgage Loan until all payments referred to in
                         clauses 23.6(d) and (e) have been paid in full; and

                   (iii) it may not direct the Issuer Trustee to take any
                         action with respect to a Seller Trust Asset that may
                         prejudice the interests of Unitholders and/or Secured
                         Creditors.

Proceeds
               23.7 Subject to clause 23.6, the Seller may retain any proceeds
                    received by it from the Seller Trust Assets of the Seller
                    Trust.

               23.8 Subject to clause 23.6, the Issuer Trustee must
                    immediately pay to or at the direction of the Seller any
                    proceeds the Issuer Trustee receives in respect of the
                    Seller Trust Assets of the Seller Trust. Any such payment
                    constitutes a good discharge of the Issuer Trustee.

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                                                                              52
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Claw-Back
               23.9 The Seller must immediately pay to or at the direction of
                    the Issuer Trustee any payments made erroneously by the
                    Issuer Trustee to the Seller under clause 23.8.

Duties
              23.10 (a)  The Issuer Trustee owes no fiduciary or other duties
                         to the Seller in respect of the Seller Trust Assets
                         of the Seller Trust other than as set out in this
                         clause. The Issuer Trustee is not, in any event,
                         liable to the Seller for any loss to the Seller Trust
                         Assets of a Seller Trust as a result of acting on the
                         directions of the Seller or for not acting as a
                         result of the Seller failing to give a direction to
                         the Issuer Trustee. The only recourse of the Seller
                         against the Issuer Trustee in respect of the Seller
                         Trust will be for any loss suffered by the Seller to
                         the extent of the Issuer Trustee's fraud, negligence
                         or breach of trust.

                    (b)  The Issuer Trustee has no liability to the
                         Unitholders of the Trust or to the Secured Creditors
                         of the Trust for acting on the directions of the
                         Seller (or for not acting, where the Seller fails to
                         give a direction to the Issuer Trustee) in respect of
                         the Seller Trust Assets that are referable to the
                         Trust.

Indemnity
              23.11 Without limiting any other indemnity to which the Issuer
                    Trustee is entitled, and subject to clause 23.12, the
                    Seller indemnifies the Issuer Trustee against any cost,
                    expense, loss or liability incurred by the Issuer Trustee
                    as a result of any dealing with the Seller Trust Assets by
                    the Seller, the Issuer Trustee complying with directions
                    given to it by the Seller in respect of any Seller Trust
                    Assets or as a result of not acting if the Seller gives it
                    no direction. The Seller must pay or reimburse the Issuer
                    Trustee on demand for all expenses payable in connection
                    with this indemnity. The provisions of clause 2 of the
                    Definitions Schedule and clauses 12.3, 12.5 and 12.8 to
                    12.24 (inclusive) of the Master Trust Deed apply to the
                    Seller Trust as if it were a "Trust" as defined in the
                    Master Trust Deed.

              23.12 The indemnity given by the Seller in clause 23.11 will
                    not apply to the extent that the relevant cost, expense,
                    loss or liability arises as a result of the Issuer
                    Trustee's fraud, negligence or breach of trust.

Termination
              23.13 Subject to this deed, the Seller Trust terminates when
                    the Issuer Trustee ceases to have any right to or interest
                    in, the Seller Trust Assets of the Seller Trust.

Transfer
              23.14 If:

                    (a)  any Purchased Mortgage Loans are transferred from the
                         Trust to another trust in accordance with this deed
                         or the Master Trust Deed; and

                    (b)  a Seller Trust exists in respect of any such Mortgage
                         Loans,

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                                                                              53
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                    then, subject to this deed, the Seller Trust in respect of
                    the relevant Mortgage Loans will cease to exist in respect
                    of the Trust from which those Mortgage Loans are
                    transferred and the Seller Trust established under this
                    deed to which those Mortgage Loans are transferred will
                    from that time apply to those Mortgage Loans. The consent
                    or approval of the Seller is not required in respect of
                    such a transfer.

Other liabilities
              23.15 The Seller may provide additional or further financial
                    accommodation to a Debtor which is secured by a Shared
                    Security (other than any such financial accommodation
                    provided in respect of a Purchased Mortgage Loan) which
                    has been assigned to the Trust after that assignment has
                    taken place.

Shared Securities
              23.16 (a)  The Issuer Trustee must not, and the Global Trust
                         Manager must not direct the Issuer Trustee to, sell,
                         transfer or grant any Security Interest over any
                         Shared Security which is held by it partly as trustee
                         for the Trust and partly by it as trustee for the
                         Seller Trust without notifying the relevant
                         transferee or holder of the Security Interest of the
                         existence of the interest of the Seller as
                         beneficiary of the Seller Trust in that Shared
                         Security.

                    (b)  The Seller (as beneficiary of the Seller Trust) has
                         the power, in the case of a Shared Security over
                         Land, to lodge a caveat over any Shared Security
                         where the Issuer Trustee has, in breach of clause
                         23.16(a) sold, transferred or granted any Security
                         Interest or the Seller reasonably believes that the
                         Issuer Trustee will sell, transfer or grant any
                         Security Interest.


24   Seller Provisions
--------------------------------------------------------------------------------
Set-Off
               24.1 If the Seller exercises a right of set-off or combination
                    in respect of any Mortgage Loan, or if any right of
                    set-off is exercised against the Seller in respect of any
                    Mortgage Loan, the Seller must pay to the Issuer Trustee,
                    subject to any laws relating to preferences (or the
                    equivalent), the amount of, respectively, any benefit
                    accruing to the Seller as a result of the exercise of its
                    right of set-off or combination or the amount of any right
                    of set-off exercised against the Seller.

Seller Downgrade
               24.2 If at any time the Seller has a short term deposit credit
                    rating which is lower than [insert applicable short term
                    ratings by applicable ratings agencies]then (whether or
                    not clause 24.5 has previously applied) the Seller must:

                    (a)  (make a Seller Deposit): as a prepayment of its
                         obligations pursuant to clause 24.1, pay to the
                         Issuer Trustee the amount of any set-off that may
                         thereafter be exercised against the Seller, deposit
                         or maintain in an account ("Set-Off Account") with an
                         Eligible Bank which has a short term credit rating of
                         [applicable short term credit rating] from
                         [applicable ratings agency] (which may be the
                         Collections Account while the holder of the
                         Collections Account is rated in this manner) on

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                                                                              54
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                         each Payment Date thereafter (after giving effect to
                         the payments to be made on that Payment Date) an
                         amount which is the greater of the following ("Seller
                         Deposit"):

                        (i)   in the case of a lower rating by [applicable
                              ratings agency], the amount from time to time
                              agreed with [applicable ratings agency] or,
                              failing agreement, the amount from time to time
                              specified by [applicable ratings agency], which
                              is sufficient in either case (as applicable) so
                              as to not result in an Adverse Rating Effect in
                              respect of [applicable ratings agency]; or

                        (ii)  in the case of a lower rating by [other
                              applicable ratings agencies], unless otherwise
                              agreed by [other applicable ratings agencies]
                              (as the case may be), an amount equal to []% of
                              the aggregate of the amounts then standing to
                              the credit of the deposit accounts held by
                              Debtors with Housing Loans that comprise part of
                              the Purchased Mortgage Loans that do not have a
                              Waiver of Set-Off as at the preceding Payment
                              Date; or

                    (b)  (Other arrangements): implement such other
                         arrangements as are from time to time agreed between
                         the Seller and [the ratings agency which has assigned
                         a rating lower than that specified] (and notified by
                         the Seller to the Issuer Trustee and the Global Trust
                         Manager) so as to ensure that an Adverse Rating
                         Effect does not result in respect of any of [names of
                         the applicable ratings agencies] (as the case may be)
                         if such other arrangements cannot be so agreed with
                         [names of the applicable ratings agencies] (as the
                         case may be), the Seller must comply with clause
                         24.2(a) in relation to [names of the applicable
                         ratings agencies], as the case may be),

                    provided that the Seller will not have any obligation
                    pursuant to this clause 24.2 if all Housing Loans which
                    are part of the Purchased Mortgage Loans which are Assets
                    of the Trust have a Waiver of Set-Off.

Reduction or increase of Seller Deposit
               24.3 If on a Payment Date to which clause 24.2 applies:

                    (a)  (Reduction): the required amount of the Seller
                         Deposit pursuant to clause 24.2(a) is less than the
                         existing amount of the Seller Deposit, the Global
                         Trust Manager will direct the Issuer Trustee to repay
                         (and upon receipt of such direction the Issuer
                         Trustee will repay on that Payment Date) to the
                         Seller from the Set-Off Account the difference
                         between the required amount of the Seller Deposit on
                         that Payment Date and the existing amount of the
                         Seller Deposit; and

                    (b)  (Increase): the required amount of the Seller Deposit
                         pursuant to clause 24.2(a) is greater than the
                         existing amount of the Seller Deposit, the Seller
                         will deposit in the Set-Off Account on that Payment
                         Date the difference between the required

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                                                                              55
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                         amount of the Seller Deposit on that Payment Date and
                         the existing amount of the Seller Deposit.

Interest on Seller Deposit
               24.4 On each Determination Date, the Global Trust Manager will
                    determine the amount (if any) that has been received in
                    the Collection Period just ended in respect of interest
                    that has been earned on the Set-Off Account and which is
                    attributable to the Seller Deposit (if any) deposited in
                    the Set-Off Account and will instruct the Issuer Trustee
                    to pay such interest to the Seller on the next Payment
                    Date.

Seller Upgrade
               24.5 If, following the application of clause 24.2(a), the
                    Seller is assigned (by the relevant Current Rating Agency
                    or Current Rating Agencies responsible for triggering the
                    application of the clause) a short term deposit credit
                    rating of [insert applicable short term ratings by
                    applicable ratings agencies], or if alternative
                    arrangements referred to in clause 24.2(b) are agreed
                    (with the relevant Current Rating Agency or Current Rating
                    Agencies referred to therein) which do not require the
                    maintenance of a Seller Deposit, the Global Trust Manager
                    will direct the Issuer Trustee to repay (and within 2
                    Business Days of receipt of such direction of the Issuer
                    Trustee will repay) to the Seller from the Set-Off Account
                    the then Seller Deposit (which has not previously been
                    utilised in accordance with clause 24.7(b)) together with
                    all accrued, but unpaid, interest on that amount
                    determined in accordance with clause 24.4.

Termination of Trust or Amendments to Mortgage Loans
               24.6 On the earlier of:

                    (a)  the date upon which all Housing Loans that comprise
                         part of the Purchased Mortgage Loans which are Assets
                         of the Trust have a Waiver of Set-Off;

                    (b)  the Termination Date; and

                    (c)  the Payment Date immediately following the occurrence
                         of a Title Perfection Event,

                    the Global Trust Manager will direct the Issuer Trustee to
                    repay (and upon receipt of such direction the Issuer
                    Trustee will repay) to the Seller from the Set-Off Account
                    the then Seller Deposit (which has not previously been
                    utilised in accordance with clause 24.7(b)) together with
                    all accrued, but unpaid, interest on that amount
                    determined in accordance with clause 24.4.

Withdrawals from the account
               24.7 The Global Trust Manager may only direct the Issuer
                    Trustee to, and the Issuer Trustee may only, make
                    withdrawals from the Seller Deposit in the Set-Off Account
                    as follows:

                    (a)  (Repay Seller Deposit) to repay to the Seller the
                         Seller Deposit pursuant to clauses 24.3(a), 24.5 and
                         24.6; or

                    (b)  (meet Seller obligations) to meet any obligation of
                         the Seller (in that capacity) to make any payment to
                         the Issuer Trustee

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                                                                              56
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                         pursuant to clause 24.1 in relation to the amount of
                         any right of set-off exercised against the Seller
                         referred to therein, provided that the Seller has
                         failed to make such payment within 20 Business Days
                         of receipt by the Seller of notice from the Issuer
                         Trustee or the Global Trust Manager that such payment
                         is due and unpaid.


EXECUTED as a deed.


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                                                                              57
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Schedule 1          Register
--------------------------------------------------------------------------------
Register
               1    The Issuer Trustee must, in respect of the Trust, keep an
                    up to date Register in respect of that Trust. The Issuer
                    Trustee must enter into the Register:

                    (a)  the name of the Trust;

                    (b)  the names and addresses of the Noteholders;

                    (c)  the number of Notes held by each Noteholder;

                    (d)  the date on which each Noteholder was first
                         registered in the Register;

                    (e)  the date on which any person ceases to be a
                         Noteholder;

                    (f)  the class of Note issued;

                    (g)  the A$ Note Interest Rate payable in relation to the
                         Note;

                    (h)  the Final Maturity Date (if applicable) in relation
                         to the Note;

                    (i)  the account into which any payments to a Noteholder
                         are to be paid (if applicable);

                    (j)  the Invested Amount and Stated Amount, if any, in
                         relation to the Note; and

                    (k)  any other particulars the Global Trust Manager and
                         the Issuer Trustee agree are desirable or as required
                         under this deed.

Issuer Trustee not liable for mistake
               2    The Issuer Trustee is not liable for any mistake in the
                    Register or in any purported copy except to the extent
                    that the mistake is attributable to the Issuer Trustee's
                    own fraud, negligence or breach of trust.

Global Trust Manager accept correctness
               3    The Global Trust Manager is entitled to accept the
                    correctness of all information contained in the Register
                    and is not liable to any person for any error in it.

Inspection
               4    The Global Trust Manager, or Noteholders and their
                    authorised representatives may inspect that part of the
                    Register which relates to the Noteholder free of charge
                    and on reasonable notice. The Issuer Trustee shall give a
                    copy of the Register or part of it to the Global Trust
                    Manager within 3 Business Days of receipt of a request
                    from the Global Trust Manager.

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                                                                              58
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Change in information
               5    A Noteholder must advise the Issuer Trustee of any change
                    to the information noted in the Register in respect of
                    that Noteholder. Upon receipt of such advice, the Issuer
                    Trustee must promptly update the information contained in
                    the Register.

Closure
               6    The Issuer Trustee from time to time may close the
                    Register but no part of the Register may be closed for
                    more than 30 days in aggregate in any calendar year.

Notice of other interest
               7    Except as otherwise provided in this deed, no notice of
                    any trust, whether express, implied or constructive, shall
                    be entered in the Register and neither the Issuer Trustee
                    nor the Global Trust Manager shall be affected by or
                    compelled to recognise (even when having notice of it) any
                    right or interest in any Note other than the Noteholders'
                    absolute right to the entirety of them and the receipt by
                    a Noteholder shall be a good discharge to the Issuer
                    Trustee and Global Trust Manager.

Information
               8    The Global Trust Manager shall furnish the Issuer Trustee
                    with such information as the Issuer Trustee may reasonably
                    require to maintain the Register.

Closure to calculate entitlement
               9    In order to calculate Noteholder entitlements and interest
                    entitlements, the Register may be closed by the Issuer
                    Trustee from [ ] on such Business Day as the Global Trust
                    Manager may determine from time to time (not exceeding 5
                    Business Days) and recommence at the commencement of
                    business on the Business Day immediately following the day
                    the Noteholder entitlements and any coupon or interest are
                    payable.

Appointment of third party registrar
               10   The Issuer Trustee, with the approval of the Global Trust
                    Manager, may cause the Register to be maintained by a
                    third party on its behalf and require that person to
                    discharge the Issuer Trustee's obligations under this deed
                    in relation to the Register. The Issuer Trustee is not
                    liable for any act or omission of such person provided the
                    Issuer Trustee has taken reasonable steps to select a
                    person competent to perform this function.

Conclusiveness of Register
               11   An Acknowledgment is not a certificate of title as to
                    Notes and the Register is the only conclusive evidence of
                    title to Notes.

Worn out or lost Acknowledgment
               12   If an Acknowledgment becomes worn out or defaced, then
                    upon production of it to the Issuer Trustee, a replacement
                    will be issued. If an Acknowledgment is lost or destroyed,
                    and upon proof of this to the satisfaction of the Issuer
                    Trustee and

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                                                                              59
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                    the provision of such indemnity as the Issuer Trustee
                    considers adequate, a replacement Acknowledgment will be
                    issued. A fee not exceeding $[10] may also be charged by
                    the Issuer Trustee for the new Acknowledgment if it so
                    requires.

Rectification of Register
               13   If:

                    (a)  an entry is omitted from the Register;

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

                    (c)  an entry wrongly exists in the Register;

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

                    (e)  a default is made or an unnecessary delay takes place
                         in entering into the Register that any person has
                         ceased to be the holder of a Note or any other
                         information,

                    the Issuer Trustee may rectify the same and the Issuer
                    Trustee is not liable for any loss, costs or liability
                    incurred as a result of any of the foregoing occurring.





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                                                                              60
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Schedule 2          Transfer of Notes
--------------------------------------------------------------------------------
Form of transfer
               1    All transfers of Notes must be in writing in the form of
                    the transfer as agreed between the Global Trust Manager
                    and the Issuer Trustee ("Transfer Form").

Execution of transfer
               2    Every Transfer Form must be duly completed, duly stamped
                    (if applicable), executed by the transferor and the
                    transferee and delivered to the Issuer Trustee together
                    with the Acknowledgment relating to the Notes to be
                    transferred. The transferor is deemed to remain the owner
                    of the Notes for all purposes until the name of the
                    transferee is entered into the Register.

Restrictions on transfer
               3    A Noteholder is only entitled to transfer any Notes if:

                    (a)  the offer or invitation to the proposed transferee by
                         the Noteholder in relation to the Notes does not
                         require disclosure to investors in accordance with
                         Part 6D.2 of the Corporations Act; and

                    (b)  the transfer would not otherwise breach any
                         restriction on transfer of the Notes contained in the
                         Master Trust Deed or this deed.

Issuer Trustee may refuse to register
               4    The Issuer Trustee may refuse to register any Transfer
                    Form:

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

                    (b)  if it contravenes or fails to comply with the terms
                         of this deed; or

                    (c)  if 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, or any other relevant
                         laws.

                    The Issuer Trustee is not bound to give any reason for
                    refusing to register any Transfer Form and its decision is
                    final, conclusive and binding. If the Issuer Trustee
                    refuses to register a Transfer Form, it must, as soon as
                    practicable following that refusal, send to the Noteholder
                    and to the parties seeking to take the transfer of the
                    Notes notice of that refusal. The Issuer Trustee has no
                    obligation to enquire whether a transfer of Notes complies
                    with the restrictions in this deed.

Registration of transferee
               5    Subject to the terms of this schedule, the Issuer Trustee
                    must upon receipt of a Transfer Form register the
                    transferee in the

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                                                                              61
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                    Register. No fee is to be charged for the registration of
                    any Transfer Form.

No transfer if Register closed
               6    The Issuer Trustee may refuse to register any Transfer
                    Form for such period as the Register is closed for any
                    purpose.

Rights and obligations of transferee
               7    Notes are negotiable. A transferee of Notes pursuant to
                    this deed has the following rights and obligations from
                    the time of registration:

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

                    (b)  all those obligations of a Noteholder as provided by
                         this deed as if the transferee was originally a party
                         to it.

When transfer effective
               8    Subject to refusal by the Issuer Trustee to register a
                    transfer of Notes under this schedule, and subject to
                    condition 9, a Transfer Form is deemed for the purposes of
                    this deed to take effect and be registered from the
                    beginning of the Business Day on which the Transfer Form
                    was received by the Issuer Trustee, except that if a
                    Transfer Form is received by the Issuer Trustee after [ ]
                    in Sydney, the Transfer Form is deemed not to be effective
                    until the next Business Day (when the Register is open)
                    following its receipt by the Issuer Trustee.

Transfer Form received when Register closed
               9    Where a Transfer Form is received by the Issuer Trustee
                    during any period when the Register is closed under this
                    deed, or on any day which is not a Business Day, the
                    Transfer Form is deemed to be effective and registered
                    (subject to refusal by the Issuer Trustee to register a
                    transfer) from the beginning of the first Business Day on
                    which the Register is re-opened.

Issue of Acknowledgment
               10   Whenever, in respect of a transfer, the Issuer Trustee is
                    required under this deed to register a person as a
                    Noteholder, the Issuer Trustee must issue by mail to the
                    transferee (at the address stated on the Transfer Form),
                    or arrange for the relevant Noteholder to collect from the
                    Issuer Trustee, within 10 Business Days of such
                    registration, an Acknowledgment to the transferee in
                    respect of the relevant Notes and, where some, but not
                    all, Notes held by a Noteholder have been transferred,
                    issue a new Acknowledgment (within 10 Business Days of the
                    registration) to the transferor as confirmation of the
                    balance of the Notes registered in the name of the
                    transferor.

Form of Acknowledgment
               11   Acknowledgments may be engraved, lithographed or printed
                    and must be signed, either manually, mechanically,
                    electronically, by facsimile or by other means agreed
                    between

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                                                                              62
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                    the Global Trust Manager and the Issuer Trustee, by an
                    Authorised Person or other delegate of the Issuer Trustee.

Payments to transferee
               12   Subject to this deed, upon entry of a transferee in the
                    Register, the transferee is ipso facto entitled to receive
                    any payments then due or which become due to the
                    Noteholder and the Issuer 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,
                    except that where a transfer is received after the closure
                    of the Register as referred to in this deed for the
                    purpose of determining entitlements to interest or
                    principal, but prior to the date upon which that interest
                    or principal is due to be paid in respect of the relevant
                    Notes, then that interest and principal must be paid to
                    the transferor and not the transferee.

Marked transfers
               13   The Issuer Trustee must, unless the parties otherwise
                    agree, provide marking services in the manner set out in
                    this schedule at the Issuer Trustee's offices or the
                    offices of a third party appointed pursuant to this deed
                    in Sydney. If the Issuer Trustee or a third party is
                    requested by a Noteholder to mark a Transfer Form, the
                    Issuer Trustee or the third party must so mark the
                    Transfer Form. Until a period of 90 days (or such other
                    period as determined by the Global Trust Manager and the
                    Issuer Trustee) has elapsed from the date any Transfer
                    Form is so marked, the Issuer Trustee or any third party
                    must not register any Transfer Form in respect of such
                    Notes except that marked Transfer Form.

Reliance on documents
               14   The Issuer Trustee is entitled to accept and assume the
                    authenticity and genuineness of any Transfer Form or any
                    other document unless the Issuer Trustee has reasonable
                    grounds to believe that it has not been duly executed. The
                    Issuer Trustee is not bound to enquire into the
                    authenticity or genuineness of any Transfer Form or other
                    document, nor incurs any liability for registering any
                    Transfer Form which is subsequently discovered to be a
                    forgery or otherwise defective, unless the Issuer Trustee
                    had actual notice of such forgery or defect at the time of
                    registration of such Transfer Form.

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

Persons entitled on transmission
               16   If a Noteholder dies, the Issuer Trustee and the Global
                    Trust Manager will recognise only the survivor or
                    survivors (where

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                                                                              63
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                    the deceased was a joint holder) or the administrators (in
                    all other cases) as having any title to the Notes
                    registered in the name of the deceased.

Registration on transmission
               17   A person who becomes entitled to a Note (and gives
                    evidence of that entitlement to the Global Trust Manager
                    in a form satisfactory to the Global Trust Manager and the
                    Issuer Trustee) because of the death, insolvency,
                    bankruptcy, insanity or other disability of a Noteholder
                    is entitled to be registered as the Noteholder or to
                    nominate some other person to be registered as the
                    Noteholder.

Notice of election
               18   To effect a registration under condition 17, the person
                    must give a written notice to the Global Trust Manager and
                    the Issuer Trustee requesting the registration. If the
                    Notes are to be registered in the name of a nominee of the
                    person, the person must also execute a transfer of the
                    Notes 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
                    Noteholder.

Rights of transmittee prior to registration
               19   A person who becomes entitled to a Note because of the
                    death, insolvency, bankruptcy, insanity or other
                    disability of a Noteholder is entitled to receive and may
                    give a discharge for all money payable in respect of the
                    Notes.



<PAGE>

                                                                              64
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Schedule 3          Stepdown Percentage
--------------------------------------------------------------------------------
The Stepdown Percentage on a Determination Date is determined as follows:
[insert Stepdown Percentage calculations and conditions]





<PAGE>

                                                                              65
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Execution page
--------------------------------------------------------------------------------

SIGNED SEALED AND DELIVERED        )
by [........................]      )
as attorney for [NAME OF ISSUER    )
TRUSTEE] under power of attorney   )
dated [.....................]      )
                                   )
in the presence of:                )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney




SIGNED by [................]       )
on behalf of and SEALED AND        )
DELIVERED by NATIONAL              )
GLOBAL MBS MANAGER PTY LTD         )
in the presence of:                )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the signatory
                                   )   states that the signatory has received
..................................  )   no notice of revocation of the authority
Occupation of witness              )   under which this deed is executed



<PAGE>

                                                                              66
--------------------------------------------------------------------------------
SIGNED SEALED AND DELIVERED        )
by [.......................]       )
as attorney for NATIONAL           )
AUSTRALIA BANK LIMITED under       )
power of attorney dated            )
                                   )
in the presence of:                )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney



SIGNED SEALED AND DELIVERED        )
by [.......................]       )
as attorney for [NAME OF SECURITY  )
TRUSTEE] under power of attorney   )
dated [                   ]        )
in the presence of:                )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney



<PAGE>

                                                                              67
--------------------------------------------------------------------------------
SIGNED SEALED AND DELIVERED        )
by [.......................]       )
as attorney for NATIONAL           )
AUSTRALIA BANK LIMITED under       )
power of attorney dated            )
                                   )
in the presence of:                )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney


<PAGE>






               ------------------------------------------------
               Dated










                         National RMBS Trust 200[ ] -
                             [ ] Supplemental Deed




                           [Name of Issuer Trustee]
                              ("Issuer Trustee")
                        National Global MBS Manager Pty
                                      Ltd
                           ("Global Trust Manager")
                        National Australia Bank Limited
                                  ("Seller")
                          [Name of Security Trustee]
                             ("Security Trustee")
                       National Australia Bank Limited,
                                 ("Servicer")






















                           Mallesons Stephen Jaques
                                  Solicitors

                                   Level 60
                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                             Fax (61 2) 9296 3999
                                 DX 113 Sydney
                                 Ref: AAV/SRF



<PAGE>

                                                                               1
--------------------------------------------------------------------------------
Contents            National RMBS Trust 200[ ]-[ ] Supplemental Deed
--------------------------------------------------------------------------------

                    PART 1 - INTERPRETATION                                    2


                    1    Interpretation                                        2

                         Definitions                                           2
                         Transaction Document                                 12
                         Limited to Trust                                     12
                         Definitions and consistency                          12
                         Master Security Trust Deed                           13
                         Register                                             13
                         Transfer of Notes                                    13
                         Reporting Statement                                  13
                         Definitions Schedule                                 14
                         Support Facilities                                   14
                         Master Trust Deed                                    14

                    PART 2 - THE TRUST AND ITS ASSETS                         16


                    2    Trust                                                16

                         Name of Trust                                        16
                         Determination of final Payment Date                  16
                         Realisation of Assets of the Trust                   16
                         Conditions of Sale during 180 days                   16
                         Right of refusal                                     17
                         Sale at lower price                                  17
                         Conditions of sale after 180 days                    17
                         Further conditions of sale after 180 days            18
                         Procedures pending winding-up                        18
                         Costs on winding-up of the Trust                     19
                         Calculation of Final Distributions                   19
                         Final Distributions                                  19

                    3    Entitlement of Beneficiaries                         19

                         Issue of Units                                       19
                         Residual Capital Unit                                20
                         Residual Income Unit                                 20
                         Unit Register                                        21
                         Transfer of Units                                    21
                         Limit on rights                                      22

                    4    Consumer Credit Code                                 22

                         Right of indemnity - Consumer Credit Legislation     22
                         Servicer                                             22

                    5    Repurchase Option                                    23

                         Clean-Up offer                                       23
                         Calculation                                          23
                         Acceptance                                           23
                         Consent of Noteholders                               23
                         Reconveyance                                         23
                         Clean-Up Amount                                      24
                         Purchase of Defaulted Loans                          25

<PAGE>

                                                                               2
--------------------------------------------------------------------------------
                    6    Mortgage Loans                                       25

                         Requirement to satisfy                               25

                    PART 3 - THE NOTES                                        26


                    7    Purpose                                              26

                         Purpose                                              26
                         Criteria                                             26
                         General                                              26

                    8    Terms of issue of the Notes                          26

                         Notes to be issued                                   26
                         Form, constituent documents and
                           denomination of the Notes                          27
                         Issue of Redraw Notes                                27
                         Initial Invested Amount of the Notes                 28
                         Interest on the [Class/Classes of US Notes]          28
                         Interest on the A$ Notes                             28
                         Overdue interest                                     28
                         Redemption                                           29
                         Issuer Trustee's Covenant to the Noteholders         29
                         Register                                             30
                         Transfer and Transmission of Notes                   30
                         Taxation                                             30
                         Prescription                                         31
                         Rounding of Payments                                 31
                         Call Option                                          31
                         Redemption for Taxation or Other Reasons             31

                    9    Conditions Precedent                                 33

                         Conditions precedent to the issue of Notes           33

                    10   Representations and Warranties                       34

                         Representations and Warranties                       34
                         Trust representations and warranties                 35

                    11   Payments                                             35

                         Manner                                               35
                         Cleared Funds                                        35

                    PART 4 - PRINCIPAL AND INCOME DETERMINATIONS AND PAYMENTS 37


                    12   Collections                                          37

                         Establishment of Collections Account with Servicer   37
                         Remittance to Collection Account                     37
                         Servicer's Collections                               37

                    13   Termination of the Swaps and
                           Application of Threshold Rate                      37

                         Calculation of Threshold Rate                        37
                         Termination of Basis Swap or Fixed Rate Swap         38
                         Servicer's Discretion                                38
                         Issuer Trustee's power                               38
                         Termination of Linked Deposit Accounts               39

<PAGE>

                         Gross Up for Linked Deposit Accounts                 39
                                                                               3
--------------------------------------------------------------------------------
                    14   Cashflow Allocation Methodology                      39

                         General                                              39
                         Collection Period                                    39
                         Finance Charge Collections                           39
                         Calculation of Available Income                      39
                         Principal Draw                                       39
                         [Liquidity Drawing                                   40
                         Calculation and application of
                           Total Available Income                             40
                         Required Payments (Interest waterfall)               40
                         Excess Available Income                              40
                         Principal Collections                                41
                         Redraw Shortfall                                     41
                         Principal Distributions                              41
                         Payments of Principal on the Notes and
                           to the Redraw Facility Provider                    41
                         Principal Charge-Offs                                41
                         Carryover Principal Charge-Offs                      41
                         Increases                                            42
                         Early Repayment Costs                                42
                         Application of proceeds following
                           an Event of Default                                42
                         Excluded Amount                                      42

                    15   Determinations by Global Trust Manager               42

                         Determinations by Global Trust Manager               42

                    16   Global Trust Manager, Issuer Trustee and
                           Servicer Fees                                      43

                         Global Trust Manager's fee                           43
                         Issuer Trustee's fee                                 43
                         Servicer's fee                                       44
                         Fee and GST                                          44

                    PART 5 - GENERAL                                          45

                    17   Notices                                              45

                         Notices                                              45
                         Deemed receipt                                       46

                    18   Counterparts                                         46

                    19   Damages                                              46

                         Claim for Damages                                    46
                         Allocation of Damages                                47

                    20   Miscellaneous                                        47

                         Certificate                                          47
                         Exercise of rights                                   47
                         Waiver and variation                                 47
                         Supervening legislation                              47
                         Approvals and consent                                47
                         Remedies cumulative                                  48
                         Indemnities                                          48
                         Time of the essence                                  48
                         Receipts                                             48
<PAGE>

                                                                               4
--------------------------------------------------------------------------------
                         Acknowledgment                                       48
                         Disclosure of information                            48
                         Rights cumulative                                    48
                         Signatures                                           49

                    21   Governing law                                        49

                         Governing Law                                        49
                         Submission to jurisdiction                           49
                         Service                                              49

                    22   Limited Recourse - Issuer Trustee                    49

                    23   Seller Trust                                         49

                         Constitution of Seller Trust                         49
                         Declaration of Trust                                 50
                         Entitlement                                          50
                         Dealing with assets                                  50
                         Treatment of Shared Collateral                       50
                         Proceeds                                             51
                         Claw-Back                                            52
                         Duties                                               52
                         Indemnity                                            52
                         Termination                                          52
                         Transfer                                             52
                         Other liabilities                                    53
                         Shared Securities                                    53

                    24   Seller Provisions                                    53

                         Set-Off                                              53
                         Seller Downgrade                                     53
                         Reduction or increase of Seller Deposit              54
                         Interest on Seller Deposit                           55
                         Seller Upgrade                                       55
                         Termination of Trust or
                           Amendments to Mortgage Loans                       55
                         Withdrawals from the account                         55

                    Schedule 1    Register                                    57

                    Schedule 2    Transfer of Notes                           60

                    Schedule 3    Stepdown Percentage                         64