Exhibit 10.5

                                                                             1
-------------------------------------------------------------------------------
                              National RMBS Trusts
                              Deed of Delegation

Date:                         [                     ]

Parties:                      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 MANAGERS LIMITED (ABN 70 006
                              437 565) having its registered office at Level
                              24, 500 Bourke Street, Melbourne, Victoria, 3000
                              ("Bond Administrator")



Recitals:
                    A.        The Global Trust Manager has entered into a
                              Master Trust Deed as Global Trust Manager with
                              Perpetual Trustee Company Limited ("Issuer
                              Trustee") on [ ] which provides for the possible
                              future establishment of Trusts. Each Trust will
                              be established for the purpose of issuing
                              securities the proceeds of which will be used
                              from time to time to purchase or lend against
                              Assets. The Issuer Trustee and the Global Trust
                              Manager have agreed to act as trustee and
                              manager respectively of each of the Trusts on
                              the terms and conditions set out in the Master
                              Trust Deed.

                    B.        The Bond Administrator is appointed and agrees
                              to act as delegate of the Global Trust Manager
                              in respect of each Designated Trust with effect
                              from the date of constitution of the relevant
                              Designated Trust, in accordance with the terms
                              and conditions of this deed.

1        Interpretation
-------------------------------------------------------------------------------
Definitions

                    1.1       The following words have these meanings in this
                              deed unless the contrary intention appears.

                              Bloomberg means Bloomberg L.P. or any successor
                              or assign of Bloomberg L.P. that provides
                              financial information services.

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

                              Designated Trust means a Trust established under
                              the Master Trust Deed which the Global Trust
                              Manager and the Bond Administrator agree, by
                              means of execution of a Designation Notice, will
                              be subject to this deed.
<PAGE>
                                                                             2
-------------------------------------------------------------------------------
                              Designation Notice means a notice substantially
                              in the form of schedule 1 to this deed or in
                              such other form as the Global Trust Manager and
                              the Bond Administrator may agree from time to
                              time.

Definitions Schedule
                    1.2       Except to the extent to which words and phrases
                              are otherwise defined in this deed, words and
                              phrases defined in the Definitions Schedule or
                              in the Supplemental Deed for a Trust shall bear
                              the same meaning in this deed when used in
                              respect of that Trust. In the event of any
                              inconsistency between a definition in the
                              Definitions Schedule and the Supplemental Deed
                              for a Trust, the definitions in the Supplemental
                              Deed will prevail. No change to the Definitions
                              Schedule or to the Supplemental Deed for a Trust
                              will affect the interpretation of this deed
                              unless the change has been agreed to by the
                              Global Trust Manager and the Bond Administrator.

Other Transaction Documents
                    1.3       Without limiting clause 1.2, except to the
                              extent to which words and phrases are otherwise
                              defined in this deed, words and phrases defined
                              in any Transaction Document (other than the
                              Definitions Schedule or the Supplemental Deed)
                              for a Trust shall bear the same meaning in this
                              deed when used in respect of that Trust. No
                              change to a word or phrase defined in any other
                              Transaction Document will affect the
                              interpretation of this deed unless the change
                              has been agreed to by the Global Trust Manager
                              and the Bond Administrator.

Miscellaneous
                    1.4       In this deed, unless the contrary intention
                              appears:

                              (a)       a reference to any agreement, deed or
                                        document (and where applicable, any of
                                        its provisions) is a reference to that
                                        agreement, deed or document as
                                        amended, varied, novated, supplemented
                                        or replaced from time to time;

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

                              (c)       the singular includes the plural and
                                        vice versa;

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

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

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

                              (g)       an agreement, representation or
                                        warranty on the part of two or more
                                        persons binds them jointly and
                                        severally (provided that an agreement,
                                        representation or warranty on the part
                                        of the Issuer Trustee or the Security
                                        Trustee binds it severally only);
<PAGE>
                                                                             3
-------------------------------------------------------------------------------

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

                              (i)       a reference to any thing is a
                                        reference to the whole and each part
                                        of it and a reference to a group of
                                        persons is a reference to all of them
                                        collectively, to any two or more of
                                        them collectively and to each of them
                                        individually;

                              (j)       a reference to this deed or any other
                                        Transaction Document includes a
                                        reference to any applicable schedule
                                        of it;

                              (k)       a reference to a time of day is a
                                        reference to that time in Melbourne;

                              (l)       unless otherwise stated in a
                                        Transaction Document, if an act
                                        prescribed under this deed to be done
                                        by a party on or by a given day is
                                        done after 5.00 pm on that day, it is
                                        to be taken to be done on the
                                        following day;

                              (m)       the Bond Administrator or the Global
                                        Trust Manager (as the case may be)
                                        will only be considered to have
                                        knowledge or awareness of, or notice
                                        of, a thing, or grounds to believe any
                                        thing, by virtue of the officers of
                                        the Bond Administrator or the Global
                                        Trust Manager (as the case may be)
                                        having day to day responsibility for
                                        the administration or management of
                                        the Designated Trust having actual
                                        knowledge, actual awareness or actual
                                        notice of that thing, or grounds or
                                        reason to believe that thing (and
                                        similar references will be interpreted
                                        in this way);

                              (n)       a party to 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 a party does not prevent a further
                                        or other exercise of that or an
                                        exercise of any other right, power or
                                        remedy. Failure by a party to exercise
                                        or delay in exercising a right, power
                                        or remedy does not prevent its
                                        exercise;

                              (k)       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; and

                              (l)       it is not necessary for the
                                        indemnified party to incur expense or
                                        make payment before enforcing a right
                                        of indemnity conferred by this deed.

Headings
          1.5       Headings are inserted for convenience and do not affect
                    the interpretation of this deed.
<PAGE>
                                                                             4
-------------------------------------------------------------------------------
Business Day
          1.6       When the date on or by which any act, matter or thing is
                    to be done is not a Business Day, such act, matter or
                    thing shall be done on the next Business Day unless
                    otherwise specified in the relevant Supplemental Deed.

2        The Bond Administrator
-------------------------------------------------------------------------------
Appointment of Bond Administrator
          2.1       The Global Trust Manager hereby appoints the Bond
                    Administrator as its delegate for the performance of:

                    (a)       the duties set out in clause 4 of this deed; and

                    (b)       such other duties or variation of the above
                              duties and covenants as may be specified in the
                              relevant Designation Notice,

                    in relation to each Designated Trust. The Bond
                    Administrator accepts such appointment and hereby agrees
                    to provide such services as delegate of the Global Trust
                    Manager.

          2.2       The Bond Administrator shall be entitled, to take such
                    actions as may be reasonably necessary to accomplish the
                    duties described in this deed.

Bond Administrator to have discretion
          2.3       Subject to this deed, the Bond Administrator has absolute
                    discretion with respect to all the powers, authorities and
                    discretions vested in it whether or not in relation to the
                    manner or time of exercise.

Act on expert advice
          2.4       Subject to this deed, the Bond Administrator may obtain
                    and act upon the written opinion, advice or information
                    obtained from valuers, barristers, solicitors, legal
                    practitioners, contractors, brokers, qualified advisers
                    (both financial and otherwise) and other experts whether
                    instructed by the Bond Administrator, the Global Trust
                    Manager or by the Issuer Trustee. If instructed by the
                    Bond Administrator, with the prior consent of the Global
                    Trust Manager (which consent shall not be unreasonably
                    withheld), the Global Trust Manager shall pay the costs or
                    expenses of obtaining such advice or information.

Indemnity
          2.5       The Bond Administrator is indemnified by the Global Trust
                    Manager in respect of any liability, cost or expense
                    (other than general overhead costs and expenses) incurred
                    by the Bond Administrator in connection with the
                    performance of its obligations or exercise of powers under
                    this deed to the extent that the Global Trust Manager
                    would be entitled to paid or reimbursed for such
                    liability, cost or expense from the Assets of the relevant
                    Designated Trust under clause 26.3 of the Master Trust
                    Deed.
<PAGE>
                                                                             5
-------------------------------------------------------------------------------
Bond Administrator not liable
          2.6       The Bond Administrator is not liable:

                    (a)       for any loss, costs, liabilities or expenses
                              arising out of the exercise or non-exercise of
                              its discretions under this deed or otherwise in
                              respect of a Designated Trust;

                    (b)       for any loss, costs, liabilities or expenses
                              arising out of the exercise or non-exercise of a
                              discretion on the part of the Issuer Trustee or
                              the Global Trust Manager or any act, omission,
                              misconduct, mistake, oversight, error of
                              judgment, forgetfulness or want of prudence on
                              the part of the Issuer Trustee or the Global
                              Trust Manager or other person providing services
                              or selling assets to or in respect of a
                              Designated Trust;

                    (c)       for any loss, costs, liabilities or expenses
                              caused by its failure to check any calculation,
                              information, document, form or list supplied or
                              purported to be supplied to it by the Issuer
                              Trustee or the Global Trust Manager or any other
                              person;

                    (d)       for any other act or omission, misconduct,
                              mistake, oversight, error of judgment,
                              forgetfulness or want of prudence on its part;

                    (e)       for any default by the Issuer Trustee or the
                              Global Trust Manager or any other failure by the
                              Issuer Trustee or the Global Trust Manager or
                              other person providing services or selling
                              assets to or in respect of a Designated Trust to
                              perform their obligations under or in connection
                              with a Designated Trust or a Transaction
                              Document; or

                    (f)       for any failure to pay any moneys on the due
                              date for payment of such moneys to the Secured
                              Creditors of the relevant Designated Trust or
                              any other person,

                    except, in all cases, to the extent that such loss, cost,
                    liability or expense is directly caused by the Bond
                    Administrator's fraud, negligence, or material breach of
                    obligation under this deed.

3        Standard of Care
-------------------------------------------------------------------------------
          3.1       In performing its responsibilities in this deed, the Bond
                    Administrator must exercise the same care that:

                    (a)       it would exercise in taking actions for its own
                              account; and

                    (b)       the Global Trust Manager is obliged to take
                              under the Transaction Documents.
<PAGE>
                                                                             6
-------------------------------------------------------------------------------
          3.2       Notwithstanding any provision to the contrary elsewhere
                    in this deed:

                    (a)       the Bond Administrator will not have any duties
                              or responsibilities under this deed except those
                              expressly set forth in this deed or in a
                              Designation Notice; and

                    (b)       no implied covenants, functions,
                              responsibilities, duties (fiduciary or
                              otherwise), obligations or liabilities will be
                              read into this deed or otherwise exist against
                              the Bond Administrator.

          3.3       The Bond Administrator will be entitled to conclusively
                    rely upon:

                    (a)       any communication, instrument or document
                              believed by it to be genuine and correct and to
                              have been signed or sent by an Authorised Person
                              of the Global Trust Manager or the Issuer
                              Trustee, or any other person; and

                    (b)       opinions and judgments of attorneys,
                              accountants, experts and other professional
                              advisors selected by it with reasonable care or
                              selected by the Global Trust Manager or the
                              Issuer Trustee.

                    The Bond Administrator will in all cases be fully
                    protected in acting, or in refraining from acting, under
                    this deed in accordance with the directions of the Global
                    Trust Manager, but only to the extent that the relevant
                    action, or failure to act, was necessary in order to
                    comply with the directions of the Global Trust Manager.

4        Bond Administrator's Undertakings
-------------------------------------------------------------------------------
                    The Bond Administrator agrees to perform and provide the
                    following services to the Global Trust Manager in respect
                    of each Designated Trust, until the Bond Administrator
                    retires or is removed in accordance with this deed:

                    (a)       to make available for inspection by the Issuer
                              Trustee and the Auditor during normal business
                              hours and after receipt of reasonable notice,
                              all relevant books, records and reports of the
                              Bond Administrator relating to each Designated
                              Trust to the extent that such books, records,
                              and reports are kept at the offices of the Bond
                              Administrator;

                    (b)       to give to the Issuer Trustee and the Auditor
                              written or oral information which either may
                              reasonably require with respect to all matters
                              in possession of the Bond Administrator relating
                              to the Assets of the Designated Trust;

                    (c)       to keep all accounting records which correctly
                              record all amounts paid and received in
                              connection with each Designated Trust by the
                              Issuer Trustee (to the extent that the Issuer
                              Trustee or the Global Trust Manager has notified
                              the Bond Administrator of them);
<PAGE>
                                                                             7
-------------------------------------------------------------------------------

                    (d)       within a reasonable time of request (having
                              regard to the information requested), render
                              statements or copies of such books or accounts
                              and complete and accurate records to the Global
                              Trust Manager;

                    (e)       to cooperate in all audits of each Designated
                              Trust, the Global Trust Manager (to the extent
                              such an audit relates to a Designated Trust) or
                              the Issuer Trustee (to the extent such an audit
                              relates to a Designated Trust);

                    (f)       to prepare (or have prepared) and submit to the
                              Issuer Trustee for signing and filing on a
                              timely basis all income tax returns to be filed
                              with respect to each Designated Trust;

                    (g)       to ensure that sufficient Assets of each
                              Designated Trust are in immediately available
                              funds to enable the Issuer Trustee to give
                              effect to the Global Trust Manager's decisions
                              (where the Bond Administrator has directed the
                              Issuer Trustee or has otherwise been provided
                              with sufficient prior notification of the
                              decision) and the determinations made by the
                              Bond Administrator as delegate of the Global
                              Trust Manager under this deed;

                    (h)       to recommend at its discretion Authorised
                              Investments to the Issuer Trustee and direct the
                              Issuer Trustee in relation to those Authorised
                              Investments, setting out the steps which the
                              Issuer Trustee must take;

                    (i)       to prepare and provide an Issue Notice to the
                              Issuer Trustee no later than 2 Business Days
                              prior to the proposed Issue Date (or such other
                              time as the Bond Administrator (on behalf of the
                              Global Trust Manager) and the Issuer Trustee may
                              agree) for the Issue of any Notes including
                              Redraw Notes (in so doing, the Bond
                              Administrator is entitled to assume that,
                              without limitation, clauses 9.3 and 10.2 of the
                              Master Trust Deed are satisfied unless it has
                              received notification to the contrary from the
                              Global Trust Manager);

                    (j)       be responsible for monitoring any Clean Up
                              Option and notify the Global Trust Manager of
                              such pending event at least 5 Business Days
                              prior to any expected Call Option Date;

                    (k)       prepare (or have prepared) and maintain all
                              accounts, ledgers, financial records and reports
                              and the tax returns of each Designated Trust;

                    (l)       make any filings required in connection with
                              each Designated Trust or its Assets with any
                              Governmental Agency in Australia except any
                              filings that the Issuer Trustee is required to
                              make in relation to its capacity as trustee of
                              the Designated Trust;

                    (m)       allocate the principal and income in relation to
                              each Designated Trust, and other amounts
                              credited to the Collections Account for that
                              Designated Trust;
<PAGE>
                                                                             8
-------------------------------------------------------------------------------

                    (n)       calculate the distributions to be paid and
                              direct the Issuer Trustee to pay such
                              distributions;

                    (o)       on or before each Determination Date, determine
                              in respect of each Designated Trust the
                              following (or, if inconsistent with the
                              following, the determinations and payments to be
                              made on each Payment Date in accordance with the
                              relevant Supplemental Deed) (with the final
                              amounts to be reviewed by the Global Trust
                              Manager, provided that if the Global Trust
                              Manager does not respond within two Business
                              Days of receipt of request for review (or such
                              other time frame as may be agreed to by each
                              party from time to time), the Bond Administrator
                              may act on its determination without receiving a
                              response from the Global Trust Manager):

                              (i)       Finance Charge Collections;

                              (ii)      Other Income;

                              (iii)     Mortgage Insurance Interest Proceeds;

                              (iv)      Available Income;

                              (v)       Total Available Income;

                              (vi)      Principal Draw (if any);

                              (vii)     Liquidity Draw (if any);

                              (viii)    Expenses of the Trust;

                              (ix)      Required Payments;

                              (x)       Excess Available Income;

                              (xi)      Principal Collections;

                              (xii)     Redraw Shortfall;

                              (xiii)    Principal Charge-Offs and Carryover
                                        Principal Charge-Offs;

                              (xiv)     Extraordinary Expenses;

                              (xv)      Enforcement Expenses; and

                              (xvi)     any other relevant determinations;

                    (p)       at the times required under the terms of the
                              relevant Liquidity Facility Agreement or Redraw
                              Facility Agreement (as applicable) or such other
                              times as may be agreed between the Bond
                              Administrator (on behalf of the Global Trust
                              Manager) and the Issuer Trustee under those
                              documents, direct the Issuer Trustee to make
                              Principal Draws and/or Liquidity Draws and/or
                              drawings under the Redraw Facility Agreement
                              when

<PAGE>
                                                                             9
-------------------------------------------------------------------------------

                              necessary, but only after having any such
                              proposed direction approved by the Global Trust
                              Manager (provided that if the Global Trust
                              Manager does not approve or disapprove such
                              direction within two Business Days of receipt of
                              a request for approval (or such other timeframe
                              as may be agreed between each party from time to
                              time) no such approval of the Global Trust
                              Manager will be required);

                    (q)       notify the Global Trust Manager when the current
                              aggregate Outstanding Principal Balance of
                              Purchased Mortgage Loans equals or first falls
                              below 10% of the original aggregate Outstanding
                              Principal Balance of those Mortgage Loans;

                    (r)       on or before the time the Global Trust Manager
                              is obliged to send such a statement under the
                              Transaction Documents, prepare and send a
                              reporting statement to the Issuer Trustee, the
                              Paying Agents and the Note Trustee (setting
                              forth the Invested Amount of each class of
                              Notes, Interest Rates on the Notes and other
                              relevant calculations), but only after having
                              such proposed reports reviewed by the Global
                              Trust Manager (provided that if the Global Trust
                              Manager does not respond within two Business
                              Days of a request for review (or such other time
                              frame as may be agreed to by each party from
                              time to time) the Bond Administrator may send
                              the reporting statement without having received
                              a response from the Global Trust Manager);

                    (s)       on or around each Determination Date, send a
                              copy of the report prepared under (r) above to
                              the Current Rating Agencies, Bloomberg and any
                              other provider of financial information agreed
                              to by the Bond Administrator and the Global
                              Trust Manager;

                    (t)       calculate the amount of each payment to each
                              Secured Creditor in accordance with the
                              provisions of the Transaction Documents and
                              advise the Issuer Trustee of such amount of each
                              payment;

                    (u)       promptly notify the Global Trust Manager if it
                              becomes actually aware of a material breach of a
                              Transaction Document, but the Bond Administrator
                              is not by virtue of this clause responsible or
                              liable to investigate;

                    (v)       provide sufficient information to Bloomberg (to
                              the extent such information is in the possession
                              of the Bond Administrator) to enable Bloomberg
                              to provide up-to-date modelling of the Senior
                              Notes issued in respect of each Designated
                              Trust;

                    (w)       arrange for audits of the financial reports of
                              each Designated Trust as required under the
                              Transaction Documents and obtain the consent of
                              the Global Trust Manager to the remuneration of
                              the auditor for performing such service
                              (provided that if the Global Trust Manager does
                              not provide its consent within five Business
                              Days of receipt of a request for consent (or
                              such other timeframe as may be agreed between
                              each party from time to
<PAGE>
                                                                             10
-------------------------------------------------------------------------------

                              time), no such consent of the Global Trust
                              Manager will be required);

                    (x)       arrange for (and instruct the auditor in
                              relation to) the audit reviews required under
                              clause 4 of the Servicing Agreement and use its
                              best endeavours to ensure the Global Trust
                              Manager is provided with a copy of the reports
                              received from the auditor in connection with
                              such reviews;

                    (y)       calculate the Threshold Rate if required under
                              the Transaction Documents;

                    (z)       request the Servicer to transfer Collections to
                              the Collections Account on each Payment Date or
                              as otherwise required under the Transaction
                              Documents; and

                    (aa)      provide a written direction to the Issuer
                              Trustee to enter into the initial Support
                              Facilities or Derivative Contracts in respect of
                              each Designated Trust.

5        Global Trust Manager's Covenants
-------------------------------------------------------------------------------
          5.1       The Global Trust Manager covenants with the Bond
                    Administrator in respect of each Designated Trust that it
                    will, until the Designated Trust is terminated in
                    accordance with this deed and winding up of the Designated
                    Trust is completed or until the Bond Administrator has
                    retired or been removed in accordance with this deed:

                    (a)       advise the Bond Administrator of the Accrued
                              Interest Adjustment (if any) no later than 5
                              Business Days prior to the first Determination
                              Date;

                    (b)       provide or procure the provision of a copy of
                              the Servicer's Statement and any other
                              information which the Bond Administrator may
                              require in connection with a Determination Date
                              as soon as reasonably practical after receipt of
                              the Servicer's Statement by the Global Trust
                              Manager, and in any event the Global Trust
                              Manager shall use its best endeavours to provide
                              the Servicer's Statement at least 3 Business
                              Days prior to each Determination Date;

                    (c)       use its best endeavours to procure that the
                              Issuer Trustee will forward promptly to the Bond
                              Administrator copies of all notices, reports,
                              circulars and other documents required to be
                              provided to the Global Trust Manager under
                              clause 12.6(e) of the Master Trust Deed;

                    (d)       use its best endeavours to procure that the
                              Issuer Trustee will provide the Bond
                              Administrator with copies of all documents
                              required to be provided to the Global Trust
                              Manager under clause 12.6(q) of the Master Trust
                              Deed;
<PAGE>
                                                                             11
-------------------------------------------------------------------------------

                    (e)       authorise and direct the Issuer Trustee to
                              appoint a firm agreed between the Global Trust
                              Manager and the Bond Administrator as tax agent
                              to prepare and lodge the taxation returns of
                              each Designated Trust;

                    (f)       promptly respond in writing to all requests from
                              the Bond Administrator for approval or
                              confirmation (however, where the parties have
                              agreed a time frame within which the Global
                              Trust Manager can provide an approval or
                              confirmation and have agreed in accordance with
                              this deed that approval or confirmation shall
                              not be necessary if the Global Trust Manager has
                              not responded within this time frame, the Global
                              Trust Manager shall not be obliged to respond to
                              the relevant request);

                    (g)       upon receipt by the Global Trust Manager or
                              promptly following a request by the Bond
                              Administrator, use its best endeavours to
                              provide the Bond Administrator with such
                              information as is reasonably requested or
                              necessary for the Bond Administrator to perform
                              its responsibilities hereunder, including,
                              without limitation, any information with respect
                              to the Assets, the Support Facilities and any
                              other Transaction Documents;

                    (h)       immediately notify the Bond Administrator if it
                              provides notice of its proposed retirement from
                              the management of the Designated Trusts to the
                              Issuer Trustee, including the date of such
                              proposed retirement;

                    (i)       notify the Bond Administrator of any amendments
                              to any Transaction Document or change in party
                              to a Transaction Document or change in address
                              for notices in connection with any Transaction
                              Document promptly upon becoming aware of such
                              amendment or change; and

                    (j)       furnish the Bond Administrator with any other
                              information which it might reasonably require in
                              connection with its duties under this deed.

6        Compensation of the Bond Administrator
-------------------------------------------------------------------------------
          6.1       In consideration of the Bond Administrator performing its
                    function and duties in respect of each Designated Trust,
                    it will be paid a fee by the Global Trust Manager in
                    respect of each Designated Trust quarterly in arrears on
                    each Payment Date equal to the product of (in respect of
                    each Designated Trust):

                    (a)       the Total Invested Amount of all Notes on the
                              last day of the Quarter ending immediately
                              before that Payment Date;

                    (b)       such rate as is agreed by the Global Trust
                              Manager and the Bond Administrator from time to
                              time, plus any GST which may be applicable; and
<PAGE>
                                                                             12
-------------------------------------------------------------------------------
                    (c)       the number of days between the immediately
                              preceding Payment Date (or, if there is no
                              preceding Payment Date, the Closing Date) and
                              the current Payment Date divided by 365 days.

                    The fee shall accrue due from day to day.

          6.2       The Bond Administrator will provide the Global Trust
                    Manager with any reasonable documentation required for GST
                    purposes so as to enable the recipient to receive an input
                    tax credit or tax refund for GST purposes.

7        Representations and warranties
-------------------------------------------------------------------------------
Representations and warranties
          7.1       The Bond Administrator represents and warrants (except in
                    relation to matters disclosed to the Global Trust Manager
                    by the Bond Administrator and accepted by the Global Trust
                    Manager in writing) that:

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

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

                    (c)       (no contravention or exceeding power) this deed
                              and the transactions under it which involve it
                              do not contravene its constituent documents (if
                              any) or any law or obligation by which it is
                              bound or to which any of its assets are subject
                              or cause a limitation on its powers or the
                              powers of its directors to be exceeded; and

                    (d)       (authorisations) it has in full force and effect
                              the authorisations necessary for it to enter
                              into this deed, to observe its obligations and
                              to allow them to be enforced;

                    (e)       (validity of obligations) its obligations under
                              this deed are valid and binding and are
                              enforceable against it in accordance with their
                              terms (subject to laws and defences affecting
                              creditors' rights generally and the availability
                              of equitable remedies);

                    (f)       (benefit) it benefits by entering into this deed
                              to which it is a party; and

                    (g)       (not a trustee) unless otherwise disclosed in
                              writing to the Global Trust Manager, it does not
                              enter into this deed in the capacity of a
                              trustee; and
<PAGE>
                                                                            13
-------------------------------------------------------------------------------
                    (h)       (no immunity) it does not have immunity from the
                              jurisdiction of a court or from legal process.

          7.2       The Global Trust Manager represents and warrants (except
                    in relation to matters disclosed to the Bond Administrator
                    by the Global Trust Manager and accepted by the Bond
                    Administrator in writing) that:

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

                    (b)       (power) it has power to enter into this deed and
                              to comply with its obligations under it; and

                    (c)       (no contravention or exceeding power) this deed
                              and the transactions under it which involve it
                              do not contravene its constituent documents (if
                              any) or any law or obligation by which it is
                              bound or to which any of its assets are subject
                              or cause a limitation on its powers or the
                              powers of its directors to be exceeded; and

                    (d)       (authorisations) it has in full force and effect
                              the authorisations necessary for it to enter
                              into this deed, to comply with its obligations
                              and to allow them to be enforced; and

                    (e)       (validity of obligations) its obligations under
                              this deed are valid and binding and are
                              enforceable against it in accordance with their
                              terms (subject to laws and defences affecting
                              creditors' rights generally and the availability
                              of equitable remedies); and

                    (f)       (benefit) it benefits by entering into this deed
                              to which it is a party; and

                    (g)       (not a trustee) unless otherwise disclosed in
                              writing to the Bond Administrator, it does not
                              enter into this deed as trustee; and

                    (h)       (no immunity) it does not have immunity from the
                              jurisdiction of a court or from legal process.

Continuation of representations and warranties
          7.3       The representations and warranties in this clause 7 are
                    deemed to be repeated on each date Notes are issued under
                    a Designated Trust after the date of this deed with
                    reference to then current circumstances. The party giving
                    a representation or warranty agrees to notify the other of
                    anything that happens which would mean it could not
                    truthfully repeat all its representations and warranties
                    in this clause 7 on that date by reference to the then
                    current circumstances.
<PAGE>
                                                                             14
-------------------------------------------------------------------------------
8        Effectiveness; Benefits of Agreement
-------------------------------------------------------------------------------
          8.1       With the sole exception of the Bond Administrator's
                    responsibilities under clause 4(aa) of this deed, which
                    may be performed prior to the execution of the
                    Supplemental Deed in respect of the relevant Designated
                    Trust, this deed will become effective upon:

                    (a)       the execution and delivery by the Global Trust
                              Manager and the Bond Administrator of this deed;

                    (b)       the execution and delivery by the Issuer Trustee
                              and the Global Trust Manager of the Master Trust
                              Deed; and

                    (c)       in respect of a Designated Trust, the execution
                              and delivery by the Issuer Trustee and the
                              Global Trust Manager of the Supplemental Deed in
                              respect of that Designated Trust and the
                              execution and delivery by the Global Trust
                              Manager and the Bond Administrator of a
                              Designation Notice in respect of that Designated
                              Trust.

          8.2       Subject to clause 8.3, no party may assign its rights or
                    delegate its obligations under this deed without the prior
                    written consent of the other party. The Bond Administrator
                    may, pursuant to a deed of sub-delegation or otherwise,
                    authorise any person or persons to act as its sub-delegate
                    (in the case of a joint appointment, either severally or
                    jointly and severally) to perform any or all of its
                    functions under this deed in respect of a Designated Trust
                    and to perform any act or exercise any discretion within
                    the Bond Administrator's power. The Bond Administrator
                    remains liable for the performance of all of its
                    obligations under this deed notwithstanding any such
                    appointment.

          8.3       The Bond Administrator may delegate to any related body
                    corporate or any officer of it or any related body
                    corporate without the consent of the Global Trust Manager,
                    but the Bond Administrator shall at all times remain
                    liable for the acts and omissions of any such delegate.

          8.4       Nothing expressed or implied in this deed is intended or
                    should be construed to confer upon or to give to any
                    person, other than the parties to this deed and their
                    respective successors and assigns, any right, remedy or
                    claim under or by reason of this deed or of any term,
                    covenant or condition under this deed.

          8.5       All of the terms, covenants, conditions, promises and
                    agreements contained in this deed shall be for the sole
                    and exclusive benefit of the parties to this deed and
                    their respective successors and assigns.

          8.6       National Australia Managers Limited may by deed novate its
                    rights and obligations under this deed with the consent of
                    the Global Trust Manager. Upon any such assignment and
                    novation, National Australia Managers Limited shall be
                    discharged and released from all obligations and
                    liabilities under and in connection with this deed, except
                    in respect of any antecedent material breach, negligence
                    or wilful default by it.
<PAGE>
                                                                            15
-------------------------------------------------------------------------------

9        Bond Administrator's Liability; Indemnity
-------------------------------------------------------------------------------
          9.1       The Bond Administrator assumes no liability for anything
                    under this deed other than to render or stand ready to
                    render the duties provided for in this deed. In addition,
                    except as set forth in clause 9.4 and 9.5 below, the Bond
                    Administrator shall not be liable for, nor shall have any
                    obligation with respect to, any of the liabilities,
                    whether direct or indirect, absolute or contingent, of the
                    Global Trust Manager in connection with any of the
                    Transaction Documents.

          9.2       All services to be performed by the Bond Administrator
                    under this deed may be furnished by an officer or employee
                    of the Bond Administrator or, subject to clause 8, any
                    other person designated by it.

          9.3       The Global Trust Manager recognises that the accuracy and
                    completeness of the records maintained and the information
                    supplied by the Bond Administrator under this deed is
                    dependent upon the accuracy and completeness of the
                    information obtained by the Bond Administrator from the
                    parties to the Transaction Documents and other sources.
                    The Bond Administrator will not be responsible for any
                    inaccuracy in the information so obtained or for any
                    inaccuracy in the records maintained, notices prepared,
                    calculations or determinations made or information
                    distributed by the Bond Administrator under or in
                    connection with this deed which may result therefrom.

          9.4       The Bond Administrator agrees that if:

                    (a)       it or any of its officers, employees, directors
                              or agents shall breach any of its duties under
                              clause 2 of this deed in any respect; and

                    (b)       as a direct result of such failure the Global
                              Trust Manager incurs (whether as a result of any
                              action so taken or omitted to be taken in
                              violation of the terms hereof) any costs,
                              expenses, actions, suits, judgments, demands,
                              damages, losses or liabilities (including,
                              without limitation, reasonable attorneys' fees
                              and expenses) (collectively, the "Indemnified
                              Expenses"),

                    then the Bond Administrator agrees to indemnify and hold
                    harmless the Global Trust Manager for such Indemnified
                    Expenses.

          9.5       Without limitation to the foregoing, the Bond
                    Administrator hereby agrees to indemnify the Global Trust
                    Manager, and hold it harmless from and against any and all
                    damages, losses, liabilities, reasonable costs and
                    expenses incurred by it resulting from the Bond
                    Administrator's fraud, negligence or material breach of
                    obligation under this deed. The indemnities set forth in
                    this clause 9.5 will survive any termination of this deed.

          9.6       The Global Trust Manager agrees to indemnify, defend and
                    hold harmless the Bond Administrator from and against and
                    reimburse the Bond Administrator for any and all claims,
                    expenses, obligations, liabilities, losses, damages,
                    injuries (to person, property, or natural
<PAGE>
                                                                             16
-------------------------------------------------------------------------------
                    resources), penalties, stamp or other similar taxes,
                    actions, suits, judgments, reasonable costs and expenses
                    (including legal costs and expenses charged at the usual
                    rates of the relevant legal services provider) of whatever
                    kind or nature regardless of their merit, demanded,
                    asserted or claimed against the Bond Administrator
                    directly or indirectly relating to, or arising from,
                    claims against the Bond Administrator by reason of its
                    participation in the transactions contemplated by this
                    deed, except in each case to the extent caused by the Bond
                    Administrator's fraud, negligence or material breach of
                    obligation under this deed. The provisions of this clause
                    8.6 shall survive the termination of this deed or the
                    earlier resignation or removal of the Bond Administrator.

          9.7       The Bond Administrator acknowledges and agrees that it
                    shall not be entitled to make a claim for or to seek or
                    obtain from the Global Trust Manager any damages, losses,
                    liabilities, costs or expenses pursuant to clause 12.9 of
                    the Master Trust Deed if and to the extent that such
                    damages, losses, liabilities, costs or expenses arise or
                    arose directly or indirectly from the Bond Administrator's
                    fraud, negligence or material breach of obligation under
                    this deed.

          9.8       The Global Trust Manager agrees to allow the Bond
                    Administrator, as its delegate, to rely upon the
                    provisions of the Master Trust Deed which apply to the
                    Global Trust Manager.

          9.9       The Bond Administrator acknowledges and agrees that, where
                    this deed provides for review by the Global Trust Manager
                    in connection with the performance of an obligation of the
                    Bond Administrator, the Global Trust Manager may, in the
                    absence of knowledge to the contrary, assume the
                    correctness of any information provided to the Global
                    Trust Manager by the Bond Administrator for the purposes
                    of that review.

10       Retirement and Termination
-------------------------------------------------------------------------------
Retirement
          10.1      The Bond Administrator may retire from the administration
                    of all of the Designated Trusts upon giving 3 months'
                    written notice to the Global Trust Manager (or such other
                    period as the Global Trust Manager and the Bond
                    Administrator may agree).

Termination

          10.2      (a)       Unless earlier terminated as described in
                              clause 10.1 or 10.2(b), this deed shall
                              terminate

                              (i)       in whole, upon the termination of the
                                        Master Trust Deed; and

                              (ii)      in respect of a Designated Trust, upon
                                        termination of the Global Trust
                                        Manager's management obligations in
                                        respect of a Designated Trust.

                    (b)       The Global Trust Manager may terminate this deed
                              at any time upon 3 months' written notice to the
                              Bond Administrator (or
<PAGE>
                                                                             17
-------------------------------------------------------------------------------
                              such other period as agreed between the Global
                              Trust Manager and the Bond Administrator), or
                              immediately upon written notice to the Bond
                              Administrator in the case of negligence or
                              wilful default on the part of the Bond
                              Administrator.

11       Notices
-------------------------------------------------------------------------------
Form
          11.1      Any notice, request, certificate, approval, demand,
                    consent or other communication to or with any person in
                    connection with this deed:

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

                    (b)       must be in writing; and

                    (c)       must be left at the address of the
                              addressee, or sent by prepaid ordinary
                              post (airmail if posted to or from a
                              place outside Australia) 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
                              specified in clause 10.4 or any other
                              address, facsimile number or e-mail
                              address any party may from time to
                              time notify to the other parties as
                              its address for service of
                              communications pursuant to this deed.

When notices take effect
          11.2      Unless a later time is specified in it, a notice,
                    approval, demand, consent or other communication to or
                    with a person takes effect from the time it is received.

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

                    (a)       in the case of delivery in person, upon receipt
                              at the relevant office;

                    (b)       in the case of a posted letter, on the third
                              (seventh if posted to or from a place outside
                              Australia) day after posting;

                    (c)       in the case of a facsimile, on production 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.

Initial contact details
          11.4      The initial address, facsimile and telephone numbers of
                    the Global Trust Manager and Bond Administrator are:
<PAGE>
                                                                            18
-------------------------------------------------------------------------------

                    (a)    in the case of the Global Trust Manager:

                           Address:    Level 24
                                       500 Bourke Street
                                       Melbourne   VIC   3000

                           Attention:  Manager, Group Funding

                           Facsimile:  [(613) 8641 0906]

                           E-mail:     (as notified from time to time)

                    (b)    in the case of the Bond Administrator:

                           Address:    3rd Floor South
                                       271 Collins Street
                                       Melbourne  VIC  3000

                           Attention:  Senior Executive,
                                       Securitisation

                           Facsimile:  [(03) 9659 6927]

                           E-mail:     [elizabeth_steenson@nag.national.com.au]

12       Governing Law, jurisdiction and service of process
-------------------------------------------------------------------------------
Governing Law
          12.1      This deed is 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.

Non-exclusive jurisdiction
          12.2      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 of process
          12.3      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 11.

13       Miscellaneous
-------------------------------------------------------------------------------
Certificate
          13.1      A certificate signed by any party or their respective
                    solicitors about a matter or about a sum payable to such
                    party in connection with a
<PAGE>
                                                                             19
-------------------------------------------------------------------------------
                    Transaction Document is prima facie evidence of the matter
                    or of the amount or of any other factual matter stated in
                    it.

Exercise of rights
          13.2      Any party 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 any party does not prevent a
                    further exercise of that or any other right, power or
                    remedy. Failure by any party to exercise or delay in
                    exercising a right, power or remedy does not prevent its
                    exercise. No party is liable for any loss caused by the
                    exercise, attempted exercise, failure to exercise or delay
                    in exercising a right, power or remedy whether or not
                    caused by that party's negligence.

Waiver and variation
          13.3      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
          13.4      Any present or future legislation which operates to vary
                    the obligations of a party in connection with this deed
                    with the result that the rights, powers or remedies of
                    another party 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 consents
          13.5      Any party may give conditionally or unconditionally or
                    withhold its approval or a consent in its absolute
                    discretion unless this deed expressly provides otherwise.

Remedies cumulative
          13.6      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
          13.7      Each indemnity in this deed is a continuing obligation,
                    separate and independent from the other obligations of the
                    parties and survives termination of this deed. It is not
                    necessary for any party to incur expense or make payment
                    before enforcing a right of indemnity conferred by this
                    deed.

Further assurances
          13.8      The Bond Administrator must at its own expense execute and
                    cause its successors to execute the documents and do
                    everything necessary or appropriate to bind the Bond
                    Administrator and its successors under this deed.
<PAGE>
                                                                             20
-------------------------------------------------------------------------------
14       Confidentiality
-------------------------------------------------------------------------------
Confidentiality
          14.1      Unless a Transaction Document expressly states otherwise,
                    each party agrees not to disclose information provided by
                    any other party that is not publicly available except:

                    (a)       in connection with any person exercising rights
                              or dealing with rights or obligations under a
                              Transaction Document (including in connection
                              with preparatory steps such as negotiating with
                              any potential assignee or other person who is
                              considering contracting with the Global Trust
                              Manager in connection with a Transaction
                              Document); or

                    (b)       to officers, employees, legal and other advisers
                              and auditors of the Global Trust Manager or Bond
                              Administrator; or

                    (c)       to any party to this deed or any Related Entity
                              of any party to this deed, provided the
                              recipient agrees to act consistently with this
                              clause 14; or

                    (d)       with the disclosing party's consent (not to be
                              unreasonably withheld); or

                    (e)       as allowed by any law or stock exchange.

                    Each party consents to disclosures made in accordance with
                    this clause 14.1.

15       No Joint Venture
-------------------------------------------------------------------------------
                    Nothing contained in this deed shall constitute the Global
                    Trust Manager and the Bond Administrator, as members of
                    any partnership, joint venture, association, syndicate or
                    unincorporated business.

16       Counterparts
-------------------------------------------------------------------------------
                    This deed may consist of a number of counterparts and the
                    counterparts taken together constitute one and the same
                    instrument.

17       Limitation of Liability
-------------------------------------------------------------------------------
Global Trust Manager

          17.1      The Global Trust Manager enters into each Transaction
                    Document to which it is a party in its capacity as manager
                    of a Trust and in no other capacity.

          17.2      Despite anything else contained in any Transaction
                    Document, the Global Trust Manager has no liability under
                    any Transaction Document or in respect of any cause of
                    action, claim or loss arising:

                    (a)       under or in connection with any Transaction
                              Document;
<PAGE>
                                                                             21
-------------------------------------------------------------------------------
                    (b)       in connection with any transaction, conduct or
                              other agreement contemplated by any Transaction
                              Document;

                    (c)       under or in connection with (to the extent
                              permitted by law) any representation or
                              undertaking given in connection with any
                              Transaction Document; or

                    (d)       under or in connection with any breach of, or
                              default under, any Transaction Document or the
                              occurrence of an Event of Default,

                    whether to pay any moneys or to compensate for any loss or
                    damage however arising, in any case except where the
                    Global Trust Manager has breached its express
                    undertakings, indemnities, representations or warranties
                    as Global Trust Manager of the Trust.

          17.3      Where in any Transaction Document, the Global Trust
                    Manager has a discretion with respect to an action or
                    refraining from an action, such discretion may only be
                    exercised in accordance with the Transaction Documents.

          17.4      Without limiting any other provision of this clause 17,
                    each party agrees and acknowledges that it must not, in
                    respect of any liability, cause of action, claim or loss
                    referred to in clause 17.2 (except where the Global Trust
                    Manager has breached its express undertakings,
                    indemnities, representations or warranties as Global Trust
                    Manager of the Designated Trust):

                    (a)       appoint or seek to appoint an administrator or
                              liquidator to the Global Trust Manager;

                    (b)       commence or seek for winding up, dissolution,
                              official management or administration of the
                              Global Trust Manager;

                    (c)       appoint or seek to appoint a receiver, receiver
                              or manager, administrator receiver or similar
                              official to all or any of the assets of the
                              Global Trust Manager;

                    (d)       bring, support or assert any claim, demand,
                              action, suit or proceeding against the Global
                              Trust Manager or any assets of the Global Trust
                              Manager, whether at law or in equity;

                    (e)       levy or enforce or seek to attempt to levy or
                              enforce a distress or other execution upon or
                              against any assets of the Global Trust Manager;

                    (f)       exercise any right of set-off or counterclaim
                              against or in respect of the Global Trust
                              Manager; or

                    (g)       obtain, or seek to attempt to obtain, any
                              judgment, order or declaration against or in
                              respect of the Global Trust Manager or any of
                              its assets.
<PAGE>
                                                                            22
-------------------------------------------------------------------------------
Bond Administrator
          17.5      Despite anything else contained in any Transaction
                    Document, the Bond Administrator has no liability under
                    any Transaction Document or in respect of any cause of
                    action, claim or loss arising:

                    (a)       under or in connection with any Transaction
                              Document;

                    (b)       in connection with any transaction, conduct or
                              other agreement contemplated by any Transaction
                              Document;

                    (c)       under or in connection with (to the extent
                              permitted by law) any representation or
                              undertaking given in connection with any
                              Transaction Document; or

                    (d)       under or in connection with any breach of, or
                              default under, any Transaction Document or the
                              occurrence of an Event of Default,

                    whether to pay any moneys or to compensate for any loss or
                    damage however arising, in any case except where the Bond
                    Administrator has breached its express undertakings,
                    indemnities, representations or warranties as Bond
                    Administrator of the relevant Designated Trust.

          17.6      Without limiting any other provision of this clause 17,
                    each party agrees and acknowledges that it must not, in
                    respect of any liability, cause of action, claim or loss
                    referred to in clause 17.5 (except where the Global Trust
                    Manager has breached its express undertakings,
                    indemnities, representations or warranties as Bond
                    Administrator of the relevant Designated Trust):

                    (a)       appoint or seek to appoint an administrator or
                              liquidator to the Bond Administrator;

                    (b)       commence or seek for winding up, dissolution,
                              official management or administration of the
                              Bond Administrator;

                    (c)       appoint or seek to appoint a receiver, receiver
                              or manager, administrator receiver or similar
                              official to all or any of the assets of the Bond
                              Administrator;

                    (d)       bring, support or assert any claim, demand,
                              action, suit or proceeding against the Bond
                              Administrator or any assets of the Bond
                              Administrator, whether at law or in equity; (e)
                              levy or enforce or seek to attempt to levy or
                              enforce a distress or other execution upon or
                              against any assets of the Bond Administrator;

                    (f)       exercise any right of set-off or counterclaim
                              against or in respect of the Bond Administrator;
                              or

                    (g)       obtain, or seek to attempt to obtain, any
                              judgment, order or declaration against or in
                              respect of the Bond Administrator or any of its
                              assets.
<PAGE>
                                                                            23
-------------------------------------------------------------------------------

          17.7      The provisions of this clause 17:

                    (a)       are paramount and apply regardless of any other
                              provision of a Transaction Document or other
                              instrument, even a provision which seeks to
                              apply regardless of any other provision; and

                    (b)       survive and enure beyond the termination of any
                              Transaction Document for any reason; and

                    are not severable from this deed or any other Transaction
                    Document.


EXECUTED as a deed.


<PAGE>
                                                                            24
-------------------------------------------------------------------------------
Schedule 1 - Form of Designation Notice
-------------------------------------------------------------------------------

To:      National Australia Managers Limited ("Bond Administrator")

This is a Designation Notice given under the National RMBS Trusts Deed of
Delegation dated [ ] (as amended from time to time) between National Global
MBS Manager Pty Ltd ("Global Trust Manager") and the Bond Administrator ("Deed
of Delegation").

Each of the Global Trust Manager and the Bond Administrator designate the
following Trust as a "Designated Trust" pursuant to clause 2.1 of the Deed of
Delegation: [National RMBS Trust 2001-1].

[For the purposes of clause 2.1(b) the Global Trust Manager hereby appoints
the Bond Administrator as its agent for the performance of the following
additional duties [or proposes a variation to the duties specified in clause
2.1]: [ ]].

Terms defined or assigned in the Deed of Delegation have the same meaning when
used in this Designation Notice.

Dated:            [                 ]

For and on behalf of the Global Trust Manager


............................................................
Authorised Person


We accept the designation described above [and agree to perform the
[additional duties/duties as varied] as described above].

For and on behalf of the Bond Administrator


............................................................
Authorised Person

<PAGE>
                                                                            25
-------------------------------------------------------------------------------
Execution page
-------------------------------------------------------------------------------
SIGNED, SEALED AND DELIVERED          )
by [              ]                   )
as attorney for NATIONAL              )
AUSTRALIA MANAGERS LIMITED            )
under power of attorney dated         )
[                    ]                )
in the presence of:                   )
                                      )
(sgd.) [            ]..............   )
Signature of witness                  )
                                      )
[            ].....................   )
Name of witness (block letters)       )
                                      )
[                    ].............   )     .....[     ]...............
Address of witness                    )     By executing this deed the
                                      )     attorney states that the
[           ]......................   )     attorney has received no
Occupation of witness                 )     notice of revocation of the
                                            power of attorney

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

<PAGE>
                                                                             1
-------------------------------------------------------------------------------
Contents                          Deed of Delegation
                                  National RMBS Trusts
-------------------------------------------------------------------------------
             1        Interpretation                                        1

                      Definitions                                           1
                      Definitions Schedule                                  2
                      Other Transaction Documents                           2
                      Miscellaneous                                         2
                      Headings                                              3
                      Business Day                                          4

             2        The Bond Administrator                                4

                      Appointment of Bond Administrator                     4
                      Bond Administrator to have discretion                 4
                      Act on expert advice                                  4
                      Indemnity                                             4
                      Bond Administrator not liable                         5

             3        Standard of Care                                      5


             4        Bond Administrator's Undertakings                     6


             5        Global Trust Manager's Covenants                     10


             6        Compensation of the Bond Administrator               11


             7        Representations and warranties                       12

                      Representations and warranties                       12
                      Continuation of representations and warranties       13

             8        Effectiveness; Benefits of Agreement                 14


             9        Bond Administrator's Liability; Indemnity            15


             10       Retirement and Termination                           16

                      Retirement                                           16
                      Termination                                          16

             11       Notices                                              17

                      Form                                                 17
                      When notices take effect                             17
                      When received                                        17
                      Initial contact details                              18

             12       Governing Law, jurisdiction and service of process   18

                      Governing Law                                        18
                      Non-exclusive jurisdiction                           18
                      Service of process                                   18

             13       Miscellaneous                                        19

                      Certificate                                          19
                      Exercise of rights                                   19
                      Waiver and variation                                 19
<PAGE>
                                                                             2
-------------------------------------------------------------------------------
                      Supervening legislation                              19
                      Approvals and consents                               19
                      Remedies cumulative                                  19
                      Indemnities                                          19
                      Further assurances                                   19

             14       Confidentiality                                      20

                      Confidentiality                                      20

             15       No Joint Venture                                     20


             16       Counterparts                                         20


             17       Limitation of Liability                              20

                      Global Trust Manager                                 20
                      Bond Administrator                                   22

             Schedule 1 - Form of Designation Notice                       24


             Execution page                                                25



<PAGE>

               ------------------------------------------------
                 Dated                       [          ]

                             National RMBS Trusts
                                 Consolidated
                              Deed of Delegation

                      National Global MBS Manager Pty Ltd
                             (ABN 36 102 668 226)
                           ("Global Trust Manager")
                      National Australia Managers Limited
                             (ABN 70 006 437 565)
                            ("Bond Administrator")






                           Mallesons Stephen Jaques
                                  Solicitors

                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                           Telephone (02) 9296 2000
                              Fax (02) 9296 3999
                                 DX 113 Sydney
                                 Ref: MTG:SRF