Security Trust Deed - SMHL Global Fund No. [   ]

Perpetual Limited
ABN 86 000 431 827

ME Portfolio Management Limited
ABN 79 005 964 134

Perpetual Trustee Company Limited
ABN 42 000 001 007

and

The Bank of New York







[LOGO]
Freehills

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


SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE
Correspondent Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPUR


Reference LGR:OMT:36G
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

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Table of contents

Clause                                                                     Page

1    Definitions and Interpretation                                           1

     1.1      Definitions                                                     1
     1.2      Definitions from other documents                                9
     1.3      Interpretation                                                  9
     1.4      Benefit of Covenants Hereunder                                 10
     1.5      Transaction Document                                           11
     1.6      Knowledge of Issuing Trustee                                   11
     1.7      Knowledge of the Security Trustee                              11
     1.8      Knowledge of the Note Trustee                                  11

2    Acceptance of Trust                                                     11

     2.1      Appointment of Security Trustee                                11
     2.2      Duration of Trust                                              11
     2.3      Benefit of trusts                                              11
     2.4      Terms of Notes                                                 12
     2.5      Interested Persons bound                                       12
     2.6      Resolution of conflicts                                        12

3    Note Trustee                                                            12

     3.1      Capacity                                                       12
     3.2      Exercise of rights                                             13
     3.3      Instructions or directions                                     13
     3.4      Payments                                                       13
     3.5      Notices                                                        13
     3.6      Limitation of liability of Note Trustee                        13

4    Charge                                                                  14

     4.1      Charge                                                         14
     4.2      Priority                                                       14
     4.3      Nature of Charge                                               14
     4.4      Crystallisation                                                14
     4.5      De-crystallisation                                             15
     4.6      Prospective liability                                          16
     4.7      Amount ultimately recoverable                                  16

5    Representations and Warranties                                          16

     5.1      By the Issuing Trustee                                         16
     5.2      By the Manager                                                 17
     5.3      Survival of Representations and Warranties                     18

6    Issuing Trustee's and Manager's Covenants                               18

     6.1      Covenants                                                      18
     6.2      Negative Covenants                                             19
     6.3      Fixed Rate Mortgages                                           20


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Freehills Sydney\005068321                                                page 1
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

     6.4      Dealing in Accordance with Transaction Documents               21
     6.5      Notify Events of Default                                       21

7    Events of Default                                                       21

     7.1      Events of Default                                              21
     7.2      Rights of the Security Trustee upon Event of Default           22
     7.3      Notify Events of Default                                       23

8    Enforcement                                                             23

     8.1      Power to Deal with the Charged Property Ceases                 23
     8.2      Protection of Charged Property                                 23
     8.3      Power to Enforce                                               23
     8.4      No Obligation to Enforce                                       24
     8.5      Obligation to Convene Meeting                                  24
     8.6      Security Trustee to Act in Accordance with Directions          24
     8.7      Security Trustee Must Receive Indemnity                        25
     8.8      Limitation on Rights of Secured Creditors                      25
     8.9      Immaterial waivers                                             26
     8.10     Acts pursuant to resolutions                                   26
     8.11     Overriding provision                                           26

9    Receiver                                                                27

     9.1      Appointment of Receiver                                        27
     9.2      Agency of Receiver                                             27
     9.3      Powers of Receiver                                             27
     9.4      Nature of Receiver's Powers                                    29
     9.5      Status of Receiver after commencement of winding-up            29
     9.6      Powers exercisable by the Security Trustee                     30
     9.7      Notice of exercise of rights                                   30
     9.8      Termination of receivership and possession                     30

10   Security Trustee's Powers                                               30

     10.1     Act jointly                                                    30
     10.2     Appointment of Attorney                                        31
     10.3     Purposes of appointment                                        31
     10.4     Delegation and substitution                                    31
     10.5     Security Trustee may make good default                         31

11   Protection of Persons Dealing with Security Trustee or Receiver         32

     11.1     No Enquiry                                                     32
     11.2     Receipts32

12   Application of Moneys                                                   32

     12.1     Priority of Payments                                           32
     12.2     Moneys Received                                                34
     12.3     Satisfaction of debts                                          34
     12.4     Investment of Funds                                            34
     12.5     Powers to Invest                                               34
     12.6     Limit of Security Trustee's Liability                          34


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Freehills Sydney\005068321                                                page 2
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

     12.7     Amounts contingently due                                       35
     12.8     Notice of a subsequent Encumbrance                             35
     12.9     Payments into Euro Account                                     36
     12.10    Payments out of Euro Account                                   36
     12.11    Payments into US$ Account                                      36
     12.12    Payments out of US$ Account                                    36
     12.13    Excluded amounts                                               36
     12.14    Proportionate Sharing                                          37
     12.15    Currency Indemnity                                             38

13   Remuneration and Indemnification of Security Trustee                    38

     13.1     Fee                                                            38
     13.2     Cessation of Fee                                               38
     13.3     Expenses38
     13.4     Costs                                                          39
     13.5     Indemnity                                                      39
     13.6     Non-Discharge                                                  39

14   Supplemental Security Trustee Provisions                                39

     14.1     Additional Powers, Protections, etc.                           39
     14.2     Security Trustee Not Precluded From Entering into Contracts    41
     14.3     Duties of the Security Trustee                                 42
     14.4     Security Trustee Liable for Negligence etc.                    42
     14.5     Reliance on Experts                                            42
     14.6     Information                                                    42

15   Retirement and Removal of Security Trustee                              43

     15.1     Retirement                                                     43
     15.2     Removal 43
     15.3     Appointment                                                    44
     15.4     Retirement or Removal Effective                                44
     15.5     Vesting of Property in Security Trustee                        44
     15.6     Retention of Lien                                              44

16   Meetings of Secured Creditors                                           45

     16.1     Meetings Regulated by the Schedule                             45
     16.2     Limitation on Security Trustee's Powers                        45
     16.3     Security Trustee rights                                        45

17   Continuing Security and Releases                                        46

     17.1     Liability Preserved                                            46
     17.2     Issuing Trustee's Liability Not Affected                       46
     17.3     Waiver by Issuing Trustee                                      46
     17.4     No Notice or Enforcement                                       47
     17.5     No Liability for Loss                                          47
     17.6     No Liability to Account                                        47
     17.7     Indemnity Regarding Exercise of Powers                         47
     17.8     No Conflict                                                    47
     17.9     Contract Involving Conflict of Duty                            48


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Freehills Sydney\005068321                                                page 3
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

     17.10    Benefit for Receiver etc.                                      48

18   Assurance                                                               48

     18.1     Further Assurance                                              48
     18.2     Postponement or Waiver of Encumbrances                         48

19   Payments                                                                49

     19.1     Moneys Repayable as Agreed or on Demand                        49
     19.2     No Set-Off or Deduction                                        49

20   Discharge of the Charge                                                 49

     20.1     Release 49
     20.2     Contingent Liabilities                                         49
     20.3     Charge Reinstated                                              50

21   Amendment                                                               50

     21.1     Amendment by Security Trustee                                  50
     21.2     Amendment with Consent                                         51
     21.3     Distribution of Amendments                                     51

22   Expenses, Stamp Duties and Registration                                 51

     22.1     Expenses51
     22.2     Stamp Duties                                                   51
     22.3     Registration                                                   52
     22.4     Goods and services tax in relation to the Security Trustee     52
     22.5     Indemnity                                                      53

23   Governing Law and Jurisdiction                                          53

     23.1     Governing Law                                                  53
     23.2     Jurisdiction                                                   53

24   Notices                                                                 54

     24.1     Service of Notices                                             54
     24.2     Addresses                                                      54

25   Miscellaneous                                                           55

     25.1     Assignments                                                    55
     25.2     Certificate of Security Trustee                                55
     25.3     Continuing Obligation                                          55
     25.4     Settlement Conditional                                         56
     25.5     No Merger                                                      56
     25.6     Interest on Judgment                                           56
     25.7     No Postponement                                                56
     25.8     Severability of Provisions                                     56
     25.9     Remedies Cumulative                                            56
     25.10    Waiver  56
     25.11    Consents and Approvals                                         57
     25.12    Written Waiver, Consent and Approval                           57


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Freehills Sydney\005068321                                                page 4
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

     25.13    Time of Essence                                                57
     25.14    Moratorium Legislation                                         57
     25.15    Debit Accounts                                                 57
     25.16    Binding on Each Signatory                                      58
     25.17    Counterparts                                                   58
     25.18    Certificate of amount of Secured Moneys etc                    58
     25.19    Attorneys                                                      58
     25.20    Know Your Customer                                             58
     25.21    Compliance with Regulation AB                                  58

26   Trustees' liability                                                     59

     26.1     Limitation on Issuing Trustee's liability                      59
     26.2     Limitation on Security Trustee's liability                     60
     26.3     Rights against Charged Property Preserved                      60
     26.4     Waiver of Personal Liability                                   60
     26.5     Restricted remedies                                            61
     26.6     Wilful Default of the Issuing Trustee                          61
     26.7     Wilful default of the Security Trustee                         62
     26.8     Wilful default of the Note Trustee                             62

27   Privacy                                                                 63


Schedule 1 - Meetings Procedures                                             65





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Freehills Sydney\005068321                                                page 5
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

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This Security Trust Deed

      is made on [ ] between the following parties:

      1.    Perpetual Limited ABN 86 000 431 827 of Level 12, 123 Pitt Street,
            Sydney, New South Wales in its capacity as trustee of the
            Securitisation Fund (Issuing Trustee)

      2.    ME Portfolio Management Limited ABN 79 005 964 134 of Level 23, 360
            Collins Street, Melbourne, Victoria (Manager)

      3.    Perpetual Trustee Company Limited ABN 42 000 001 007 of Level 12,
            123 Pitt Street, Sydney, New South Wales (Security Trustee)

      4.    The Bank of New York of 101 Barclay Street, Floor 21 West, New York,
            New York, United States of America (Note Trustee)

      Recitals

      A.    The Issuing Trustee is the trustee, and the Manager is the manager,
            of the Securitisation Fund.

      B.    Under the terms of the Master Trust Deed, the Issuing Trustee is
            authorised to enter into this Deed to charge the assets of the
            Securitisation Fund to secure payment of the Secured Moneys and the
            due and punctual performance of its obligations under the Secured
            Documents to the Secured Creditors.

      C.    The Security Trustee has agreed to act as trustee for the benefit of
            the Secured Creditors on the terms and conditions and with the
            powers and authorities contained in this Deed.

This deed witnesses

      that in consideration of, among other things, the mutual promises
      contained in this Deed, the parties agree:

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1     Definitions and Interpretation

      1.1   Definitions

            In this Deed unless the context indicates a contrary intention:

            Attorney means an attorney appointed under this Deed.

            Charge means the charge created by this Deed.

            Charged Property means:


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Freehills Sydney\005068321                                                page 1
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (a)   all of the present and future property, rights, entitlements,
                  benefits and money from time to time forming part of the
                  Securitisation Fund pursuant to the terms of the Master Trust
                  Deed, including, but not limited to, the property, rights,
                  entitlements and benefits of the Issuing Trustee as trustee of
                  the Securitisation Fund in the Fund Property, but excluding
                  any property, rights, entitlements, benefits and money located
                  or taken for the purposes of any legislation of a State or
                  Territory of Australia with respect to stamp duties to be
                  located in a State or Territory other than New South Wales,
                  the Australian Capital Territory or the Northern Territory;

            (b)   all property, rights, entitlements, benefits and money of the
                  Issuing Trustee as trustee of the Securitisation Fund acquired
                  after the date of this deed, including, but not limited to,
                  property, rights, entitlements and benefits of the Issuing
                  Trustee as trustee of the Securitisation Fund in the Fund
                  Property, but excluding:

                  (1)   the Future Property; and

                  (2)   all property, rights, entitlements, benefits and money
                        which form part of the Charged Property under paragraph
                        (a) above; and

            (c)   all Future Property of the Chargor as at 12 noon on the last
                  day of the Relevant Period.

            Charge Release Date means, subject to clause 20.3, the date the
            Security Trustee discharges the Charge and this Deed pursuant to
            clause 20.1.

            Commission has the meaning given to it in the Notes Supplementary
            Bond Terms Notice.

            Currency Swap means each:

            (a)   Euro Currency Swap; and

            (b)   US Currency Swap.

            Currency Swap Provider means each:

            (a)   Euro Currency Swap Provider; and

            (b)   US Currency Swap Provider.

            Encumbrance means an interest or power:

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

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

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

            Enhancement means each Enhancement (as defined in the Master Trust
            Deed) entered into by the Issuing Trustee, except for any Mortgage
            Insurance Policy.


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Freehills Sydney\005068321                                                page 2
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            Enhancement Provider means, in relation to an Enhancement, the
            person who has entered into or agreed to make that Enhancement
            available to the Issuing Trustee.

            Euro Currency Swap has the same meaning as in the Notes
            Supplementary Bond Terms Notice.

            Euro Currency Swap Provider has the same meaning as in the Notes
            Supplementary Bond Terms Notice.

            Event of Crystallisation means an event upon which the Charge
            crystallises pursuant to clause 4.4.

            Event of Default means each of the events set out or referred to in
            this Deed as an Event of Default.

            Extraordinary Resolution in relation to the Voting Secured Creditors
            means:

            (a)   a resolution passed at a meeting of the Voting Secured
                  Creditors duly convened and held in accordance with the
                  provisions contained in this Deed by a majority consisting of
                  not less than 75% of the votes cast thereat; or

            (b)   a resolution in writing pursuant to clause 15 of the Schedule
                  signed by all the Voting Secured Creditors.

            Financial Indebtedness means moneys borrowed or raised (including
            rentals under financial leases) and interest thereon; any liability
            under any bill of exchange, debenture, note or other security or
            under any acceptance credit facility; any liability in respect of
            the acquisition cost of assets or services to the extent payable
            after the time of acquisition or possession thereof; any guarantee,
            indemnity or other assurance against financial loss in respect of
            any moneys borrowed or raised, interest or liabilities; and any
            other arrangement which achieves in substance the same or equivalent
            effect as any of the foregoing.

            Fund Property means:

            (a)   all Loans, Mortgages and Related Securities;

            (b)   all Interest Hedges;

            (c)   all Enhancements;

            (d)   all bank accounts;

            (e)   all other Authorised Investments;

            (f)   all computer software and models, accounting records,
                  financial statements, vouchers and other similar documents
                  relating in any way to the Securitisation Fund;

            (g)   all Redraw Funding Facilities;

            (h)   all Top-Up Funding Facilities;

            (i)   all Payment Funding Facilities; and

            (j)   all Title Documents.

            Future Property means land in Western Australia, other than a
            security interest, acquired within 12 months after the date of this
            deed.


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Freehills Sydney\005068321                                                page 3
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            The terms "land" and "security interest" referred to in the
            definition of Future Property have the same meanings as in Section
            87 of the Western Australian Stamp Act 1921.

            GST has the same meaning as in the A New Tax System (Goods and
            Services) Act 1999.

            Insolvency Event means in respect of a person (and, in the case of
            the Issuing Trustee, excluding in its personal capacity):

            (a)   an application or order is made for the bankruptcy, winding up
                  or dissolution of the person other than a frivolous or
                  vexatious application or an application which is not stayed
                  within 21 days;

            (b)   a resolution is passed, or steps are taken to pass a
                  resolution, for the winding up or dissolution of the person,
                  otherwise than for the purpose of an amalgamation or
                  reconstruction while solvent on terms previously approved by
                  the Security Trustee;

            (c)   the person is otherwise wound up or dissolved or made
                  bankrupt;

            (d)   a liquidator, provisional liquidator, official manager,
                  administrator, receiver, receiver and manager, trustee in
                  bankruptcy or any similar official is appointed to the person
                  or any of the assets of the person, but in the case of a
                  receiver or receiver and manager only, in respect of the
                  assets of the Fund, or any steps are taken for any such
                  appointment and such appointment is not revoked within 21
                  days;

            (e)   the person suspends payment of its debts generally;

            (f)   the person is, or becomes unable to pay its debts when they
                  are due or is, or becomes, unable to pay its debts within the
                  meaning of the Corporations Act;

            (g)   the person enters into, or resolves to enter into, any
                  arrangement, composition or compromise with, or assignment for
                  the benefit of, its creditors or any class of them;

            (h)   the person ceases or threatens to cease, to carry on business;

            (i)   a notice under section 601AB(3) of the Corporations Act is
                  given to, or in respect of, the person;

            (j)   the person is, or becomes, or under the Corporations Act is
                  presumed to be, insolvent;

            (k)   the person takes any steps to obtain, or is granted protection
                  from its creditors or any class of them, under applicable
                  legislation;

            (l)   anything analogous or having substantially similar effect, to
                  any of the above occurs under or in respect of any existing or
                  future law.

            Interested Person means a collective reference to the Issuing
            Trustee, the Bondholders, the Beneficiaries of the Securitisation
            Fund, the Manager and all persons claiming through them and
            "Interested Person" means a several reference to all Interested
            Persons.

            Liquidity Noteholder means a Bondholder (as defined in the Master
            Trust Deed) of an SMHL Global No. [ ] Liquidity Note.


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Freehills Sydney\005068321                                                page 4
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            Master Trust Deed means the Master Trust Deed for the Superannuation
            Members' Home Loans Trusts, dated 4 July 1994 made between the
            Manager (as manager) and the Issuing Trustee (as trustee), as
            amended and restated from time to time.

            Mortgage Documents means all original Mortgages, Loan agreements,
            Related Securities and documents amending or varying the foregoing
            and all certificates of title to Land affected by any Mortgage and
            all searches, certificates, results of statutory enquiries, answers
            to requisitions on title, opinions, correspondence, accounts and
            other supporting materials provided to or held by the Issuing
            Trustee or any agent or servant thereof in relation to every
            Mortgage, Loan agreement or Related Security.

            Noteholder Secured Creditor means together:

            (a)   the Note Trustee on behalf of the Class A Offered Noteholders
                  save that where the Note Trustee has become bound to take
                  steps and/or proceed under this Deed and fails to do so within
                  a reasonable period of time and such failure is continuing,
                  the Class A Offered Noteholders and then only to the extent
                  permitted by Australian law;

            (b)   each Class A[ ] Noteholders; and

            (c)   each Class B Noteholder.

            Notes means Class A Notes, Class B Notes and Liquidity Notes.

            Notes Supplementary Bond Terms Notice means the Supplementary Bond
            Terms Notice dated on or about the date of this Deed in respect of
            the Securitisation Fund and providing the terms of issue of Class A
            Notes and Class B Notes and executed by, among others, the Issuing
            Trustee, the Manager and the Security Trustee.

            Outstanding Principal Balance has the same meaning as in the Notes
            Supplementary Bond Terms Notice.

            Payment Funding Facility means any facility provided to the Issuing
            Trustee to enable the Issuing Trustee to support or fund payments
            required or to be made by the Issuing Trustee in respect of any
            Enhancement or Hedge or as otherwise provided in that facility.

            Payment Funding Facility Provider means, in relation to a Payment
            Funding Facility, the person who has entered into or agreed to make
            that Payment Funding Facility available to the Issuing Trustee.

            Power means any right, power, authority, discretion or remedy
            conferred on the Security Trustee, Receiver or Attorney by any
            Secured Document or any applicable law.

            Prior Interest means the lien over, and right of indemnification
            from, the Charged Property held by the Issuing Trustee under, and
            calculated in accordance with, the Master Trust Deed for paid but
            not reimbursed, or for unpaid, Expenses (other than the Secured
            Moneys) in relation to the Securitisation Fund.

            Receiver means a receiver appointed by the Security Trustee
            hereunder and includes a receiver and manager and where more than
            one person has been appointed as receiver or receiver and manager
            each such person and also any servant agent or delegate of any such
            receiver or receiver and manager.


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Freehills Sydney\005068321                                                page 5
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            Redraw Facility Provider means, in relation to a Redraw Funding
            Facility, the person who has entered into or agreed to make that
            Redraw Funding Facility available to the Issuing Trustee.

            Redraw Funding Facility means any facility provided to the Issuing
            Trustee to enable the Issuing Trustee to fund payments under a Loan
            Redraw Facility.

            Regulation AB has the meaning given to it in the Notes Supplementary
            Bond Terms Notice.

            Related Body Corporate has the meaning given to it in section 9 of
            the Corporations Act.

            Relevant Period means the period which commences on and includes the
            date of this deed and ends on and includes the earlier of:

            (a)   the date 12 months and 1 day after the date of this deed; and

            (b)   the date (if any) on which an Event of Default occurs.

            Repayment Date means the date on which the Total Outstanding
            Principal Balance is zero or will be zero following any payments
            made on the relevant Payment Date.

            Representative means:

            (a)   in the case of a Class A Offered Noteholder, the Note Trustee
                  as its representative or any other person appointed as a proxy
                  for the Class A Offered Noteholders in accordance with this
                  Deed);

            (b)   in the case of any other Secured Creditor, a person who is
                  appointed as a proxy for that Secured Creditor pursuant to
                  clause 9 of the Schedule; and

            (c)   without limiting the generality of paragraph (a), in the case
                  of a Voting Secured Creditor, which is a body corporate, a
                  person who is appointed pursuant to clause 10 of Schedule 1 by
                  the Secured Creditor.

            Secured Creditor means:

            (a)   each Payment Funding Facility Provider;

            (b)   the Security Trustee in relation to its rights (held on its
                  own right or for the benefit of other Secured Creditors) under
                  this Deed;

            (c)   any Class A Offered Noteholder in relation to its rights under
                  the Class A Offered Notes held by it;

            (d)   any Class A[ ] Noteholder in relation to its rights under the
                  Class A[ ] Notes held by it;

            (e)   any Class B Noteholder, in relation to its rights under the
                  Class B Notes held by it;

            (f)   the Manager in relation to its rights as manager under the
                  Secured Documents for the Securitisation Fund;

            (g)   each Enhancement Provider in relation to its rights under each
                  Enhancement;


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Freehills Sydney\005068321                                                page 6
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (h)   each Interest Hedge Provider in relation to its rights under
                  each Interest Hedge;

            (i)   the Note Trustee in relation to its rights (held on its own
                  right or for the benefit of any Class A Offered Noteholder)
                  under the Secured Documents;

            (j)   each Paying Agent, the Note Registrar and the Calculation
                  Agent in relation to its rights under the Secured Documents;

            (k)   the Lead Manager in relation to its rights under the Secured
                  Documents;

            (l)   each Currency Swap Provider in relation to its rights under
                  its Currency Swap;

            (m)   each Redraw Facility Provider;

            (n)   each Top-Up Funding Facility Provider; and

            (o)   any Liquidity Noteholder in relation to its rights under
                  Liquidity Notes held by it.

            Secured Documents means each of:

            (a)   this Deed;

            (b)   the Master Trust Deed, insofar as it relates to the
                  Securitisation Fund;

            (c)   the Mortgage Origination and Management Agreement, insofar as
                  it relates to the Securitisation Fund;

            (d)   each Note;

            (e)   each Supplementary Bond Terms Notice;

            (f)   each Enhancement;

            (g)   each Hedge;

            (h)   the Note Trust Deed;

            (i)   each Payment Funding Facility;

            (j)   each Top-Up Funding Facility;

            (k)   each Currency Swap;

            (l)   the Committed Bond Subscription Agreement; and

            (m)   each Redraw Funding Facility.

            Secured Moneys means all debts and monetary liabilities of the
            Issuing Trustee to Secured Creditors on any account under or in
            relation to any Secured Document and in any capacity and
            irrespective of whether the debts or liabilities:

            (a)   are present or future;

            (b)   are actual, prospective, contingent or otherwise;

            (c)   are at any time ascertained or unascertained;

            (d)   are owed or incurred by or on account of the Issuing Trustee
                  alone, or severally or jointly with any other person;


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Freehills Sydney\005068321                                                page 7
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (e)   are owed to or incurred for the account of the Security
                  Trustee, a Secured Creditor or any person whose account the
                  Security Trustee is owed or incurs it, alone, or severally or
                  jointly with any other person;

            (f)   are owed to any other person as agent (whether disclosed or
                  not) for or on behalf of the Security Trustee, a Secured
                  Creditor or any person whose account the Security Trustee is
                  owed or incurs it;

            (g)   are owed or incurred as principal, interest, fees, charges,
                  Taxes, damages (whether for breach of contract or tort or
                  incurred on any other ground), losses, costs or expenses, or
                  on any other account;

            (h)   are owed to or incurred for the account of the Security
                  Trustee, a Secured Creditor or any person whose account the
                  Security Trustee is owed or incurs it, directly or as a result
                  of:

                  (1)   the assignment to the Security Trustee, a Secured
                        Creditor or any person whose account the Security
                        Trustee is owed or incurs it, of any debt or liability
                        of the Issuing Trustee; or

                  (2)   any other dealing with any such debt or liability;

            (i)   are owed to or incurred for the account of the Security
                  Trustee, a Secured Creditor or any person whose account the
                  Security Trustee is owed or incurs it, before the date of this
                  Deed, before the date of any assignment of this Deed to the
                  Security Trustee, a Secured Creditor or any person whose
                  account the Security Trustee is owed or incurs it, by any
                  other person or otherwise; or

            (j)   comprise any combination of the above.

            Securitisation Fund means the Securitisation Fund constituted under
            the Master Trust Deed known as SMHL Global Fund No. [ ].

            Side Letter to the Mortgage Origination and Management Agreement has
            the same meaning as in the Notes Supplementary Bond Terms Notice.

            Supplementary Bond Terms Notice means each Supplementary Bond Terms
            Notice dated or about the date of this Deed in respect of the
            Securitisation Fund.

            Statute means any legislation now or hereafter in force of the
            Parliament of the Commonwealth of Australia or of any State or
            Territory thereof and any rule regulation ordinance by-law statutory
            instrument order or notice now or hereafter made under such
            legislation.

            Title Documents means all certificates, documents, instruments,
            indicia of title or other evidence of the right, title, interest and
            estate of the Issuing Trustee in the items referred to in paragraphs
            (a) - (c) (inclusive) of the definition of "Charged Property" in
            this clause 1.1, including without limiting the generality of the
            foregoing, all Mortgage Documents.

            Top-up Funding Facility means any facility provided to the Issuing
            Trustee to enable the Issuing Trustee to fund payments under a
            Top-up Loan.

            Top-up Funding Facility Provider means, in relation to a Top-up
            Funding Facility, the person who has entered into or agreed to make
            that Top-up Funding Facility available to the Issuing Trustee.


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Freehills Sydney\005068321                                                page 8
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            Top-up Loan has the meaning given to it under the Notes
            Supplementary Bond Terms Notice.

            US Currency Swap has the same meaning as in the Notes Supplementary
            Bond Terms Notice.

            US Currency Swap Provider has the same meaning as in the Notes
            Supplementary Bond Terms Notice.

            Voting Secured Creditor means:

            (a)   with respect only to the enforcement of the security under
                  this Deed, for so long as the Secured Moneys of the Class A
                  Noteholders and the Class B Noteholders each calculated and
                  expressed in the A$ Equivalent are 75% or more of total
                  Secured Moneys calculated and expressed in the A$ Equivalent,
                  the Noteholder Secured Creditors alone; and

            (b)   at any other time (subject to clause 16.3)

                  (1)   the Note Trustee, acting on behalf of the Class A
                        Noteholders under the Note Trust Deed and clause 3 or,
                        if the Note Trustee has become bound to take steps
                        and/or to proceed hereunder and fails to do so within a
                        reasonable time and such failure is continuing, the
                        Class A Noteholders and then only to the extent
                        permitted by the Australian law; and

                  (2)   each other Secured Creditor (other than a Class A
                        Noteholder).

      1.2   Definitions from other documents

            (a)   Subject to clause 1.1 each expression used herein that is
                  defined in the Master Trust Deed (as amended by the Notes
                  Supplementary Bond Terms Notice) and the Notes Supplementary
                  Bond Terms Notice have the same meanings when used in this
                  Deed unless the context otherwise requires or unless otherwise
                  defined as this Deed.

            (b)   Subject to clause 21, no change to the Master Trust Deed or
                  any other document after the date of this Deed will change the
                  meaning of terms used in this Deed or adversely affect the
                  rights of the Security Trustee under this Deed unless the
                  Security Trustee (subject to clause 16.3) with the prior
                  written consent of the Noteholder Secured Creditors has agreed
                  to the changes.

      1.3   Interpretation

            In this Deed unless the context indicates a contrary intention:

            (a)   the expression "person" includes an individual, a corporation
                  and a Government Agency;

            (b)   the expression "power" in relation to the Security Trustee or
                  a Receiver includes all powers authorities rights remedies
                  privileges and discretions conferred upon the Security Trustee
                  or the Receiver by this Deed, by any other deed agreement
                  document or instrument by any Statute or otherwise by law;


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Freehills Sydney\005068321                                                page 9
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (c)   a reference to any party includes that party's executors,
                  administrators, successors, substitutes and assigns, including
                  any person taking by way of novation;

            (d)   a reference to this Deed, the Master Trust Deed, each
                  Supplementary Bond Terms Notice or to any other deed agreement
                  document or instrument includes respectively this Deed, the
                  Master Trust Deed or such other deed agreement document or
                  instrument as amended, novated, supplemented, varied or
                  replaced from time to time;

            (e)   a reference to any Statute or to any section or provision
                  thereof includes any statutory modification or re-enactment or
                  any statutory provision substituted therefor and all
                  ordinances, by-laws regulations and other statutory
                  instruments issued thereunder;

            (f)   a reference to a Related Body Corporate shall include a
                  corporation which is or becomes a Related Body Corporate
                  during the currency of this Deed;

            (g)   words importing the singular shall include the plural (and
                  vice versa) and words denoting a given gender shall include
                  all other genders;

            (h)   headings are for convenience only and shall not affect the
                  interpretation hereof;

            (i)   a reference to a clause is a reference to a clause of this
                  Deed;

            (j)   a reference to the Schedule is a reference to the Schedule to
                  this Deed;

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

            (l)   where the day on or by which any sum is payable hereunder or
                  any act matter or thing is to be done is a day other than a
                  Banking Day such sum shall be paid and such act matter or
                  thing shall be done on the immediately succeeding Banking Day;

            (m)   all accounting terms used in this Deed shall have the same
                  meaning ascribed to those terms under accounting principles
                  and practices generally accepted in Australia from time to
                  time;

            (n)   a reference to the Issuing Trustee is a reference to the
                  Issuing Trustee in its capacity as trustee of the
                  Securitisation Fund, and in no other capacity; and

            (o)   a reference to the property, business, assets, undertaking or
                  money of the Issuing Trustee is a reference to the property,
                  business, assets, undertaking or money of the Issuing Trustee
                  in the capacity referred to in paragraph (n) only.

      1.4   Benefit of Covenants Hereunder

            Unless the context indicates a contrary intention, the Security
            Trustee shall hold the covenants, undertaking and other obligations
            and liabilities of the Issuing Trustee and the Manager hereunder on
            trust for the benefit of the Secured Creditors on the terms and
            conditions of this Deed.


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Freehills Sydney\005068321                                               page 10
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      1.5   Transaction Document

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

      1.6   Knowledge of Issuing Trustee

            In relation to the Securitisation Fund, the Issuing Trustee will
            only be considered to have knowledge or notice of or be aware of any
            matter or thing if the Issuing Trustee has knowledge, notice or
            awareness of that matter or thing by virtue of the actual notice or
            awareness of the officers or employees of the Issuing Trustee who
            have day to day responsibility for the administration of the
            Securitisation Fund.

      1.7   Knowledge of the Security Trustee

            In relation to the Securitisation Fund, the Security Trustee will
            only be considered to have knowledge or notice of or be aware of any
            matter or thing if the Security Trustee has knowledge, notice or
            awareness of that matter or thing by virtue of the actual notice or
            awareness of the officers or employees of the Security Trustee who
            have day to day responsibility for the administration of the trust
            created by this Deed.

      1.8   Knowledge of the Note Trustee

            In relation to the Securitisation Fund, the Note Trustee will only
            be considered to have knowledge or notice of or be aware of any
            matter or thing if the Note Trustee has knowledge, notice or
            awareness of that matter or thing by virtue of the actual notice or
            awareness of the officers or employees of the Note Trustee who have
            day to day responsibility for the administration of the trust
            created by this Deed.

--------------------------------------------------------------------------------
2     Acceptance of Trust

      2.1   Appointment of Security Trustee

            The Security Trustee is hereby appointed, and by its execution
            hereof accepts its appointment, as trustee on behalf of, and for,
            the Secured Creditors on the terms and conditions of this Deed.

      2.2   Duration of Trust

            The trusts established pursuant to this Deed shall commence on the
            date hereof and shall terminate on the first to occur of:

            (a)   the Charge Release Date; and

            (b)   the 80th anniversary of the date of this Deed.

      2.3   Benefit of trusts

            Each Secured Creditor is entitled to the benefit of the trusts
            created by this Deed on the terms and conditions herein contained.


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Freehills Sydney\005068321                                               page 11
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      2.4   Terms of Notes

            All Notes relating to the Securitisation Fund shall be issued with
            the benefit of, and subject to, the provisions of this Deed, the
            Master Trust Deed, the Supplementary Bond Terms Notice, the Note
            Trust Deed and Conditions for the Class A Notes.

      2.5   Interested Persons bound

            The provisions of this Deed and the Master Trust Deed shall be
            binding upon every Interested Person and the Security Trustee.

      2.6   Resolution of conflicts

            (a)   The Security Trustee must, as regards the exercise of all
                  discretions vested in it by this Deed and all other
                  Transaction Documents, except where expressly provided
                  otherwise, have regard to the interest of the Secured
                  Creditors.

            (b)   Subject to the provisions of this Deed, if there is at any
                  time, with respect to enforcement, a conflict between a duty
                  owed by the Security Trustee to any Secured Creditor or class
                  of Secured Creditors, and a duty owed by it to another Secured
                  Creditor or class of Secured Creditors, the Security Trustee
                  must give priority to the interests of the Noteholders (which
                  in the case of Class A Noteholders shall be determined by the
                  Note Trustee acting on their behalf (as provided in clause
                  16.3) or the Class A Noteholders, as provided herein and in
                  the Note Trust Deed, and which, in the case of Class B
                  Noteholders shall be determined by the Class B Noteholders as
                  provided herein).

            (c)   Subject to the provisions of this Deed (other than paragraph
                  (b)), the Security Trustee must give priority to the interests
                  only of the Class A Noteholders if, in the Security Trustee's
                  opinion (in relation to which in determining the interests of
                  the Class A Noteholders, the Security Trustee may rely on a
                  determination of the Note Trustee) there is a conflict between
                  the interests of the Class A Noteholders and the interests of
                  the Class B Noteholders or other Secured Creditors.

            (d)   Provided that the Security Trustee acts in accordance with
                  this clause 2.6 and in good faith, it shall not incur any
                  liability to any Secured Creditor for giving effect to
                  paragraph (b) or (c).

--------------------------------------------------------------------------------
3     Note Trustee

      3.1   Capacity

            The Note Trustee is a party to this Deed in its capacity as trustee
            for the Class A Offered Noteholders from time to time under the Note
            Trust Deed. Notwithstanding any other provision of this Deed, this
            Deed becomes effective against the Note Trustee only upon execution
            of the Note Trust Deed.


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Freehills Sydney\005068321                                               page 12
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      3.2   Exercise of rights

            Except as otherwise provided in this Deed and in the Note Trust
            Deed:

            (a)   the rights, remedies and discretions of the Class A Offered
                  Noteholders under this Deed including all rights to vote or
                  give instructions or consent to the Security Trustee and to
                  enforce any undertakings or warranties under this Deed, may
                  only be exercised by the Note Trustee on behalf of the Class A
                  Offered Noteholders in accordance with the Note Trust Deed;
                  and

            (b)   the Class A Offered Noteholders may only exercise enforcement
                  rights in respect of the Charged Property through the Note
                  Trustee and only in accordance with this Deed and the Note
                  Trust Deed.

      3.3   Instructions or directions

            The Security Trustee may rely on any instructions or directions
            given to it by the Note Trustee as being given on behalf of all
            Class A Offered Noteholders from time to time and need not inquire
            whether the Note Trustee or the Class A Offered Noteholders from
            time to time have complied with any requirements under the Note
            Trust Deed or as to the reasonableness or otherwise of the Note
            Trustee.

      3.4   Payments

            Any payment to be made to a Class A Offered Noteholder under this
            Deed may be made to the Note Trustee or a Paying Agent on behalf of
            that Class A Offered Noteholder.

      3.5   Notices

            Any notice to be given to a Class A Offered Noteholder under this
            Deed may be given to the Note Trustee on behalf of that Class A
            Offered Noteholder. Any costs to the Note Trustee of publishing such
            notice to the Class A Offered Noteholders will be reimbursed by the
            Issuing Trustee to the Note Trustee.

      3.6   Limitation of liability of Note Trustee

            Notwithstanding any other provision of this deed, the Note Trustee
            will have no liability under or in connection with this deed or any
            other Transaction Document other than to the extent to which the
            liability is able to be satisfied out of the property from which the
            Note Trustee is actually indemnified for the liability. This
            limitation will not apply to a liability of the Note Trustee to the
            extent that it is not satisfied because, under this deed, any other
            Transaction Document or by operation of laws, there is a reduction
            in the extent of the Note Trustee's indemnification as a result of
            the Note Trustee's fraud, negligence or wilful default. Nothing in
            this clause or any similar provision in any other Transaction
            Document limits or adversely affects the powers of the Note Trustee.


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Freehills Sydney\005068321                                               page 13
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
4     Charge

      4.1   Charge

            (a)   The Issuing Trustee in its capacity as trustee of the Charged
                  Property charges all of its interest in the Charged Property
                  to the Security Trustee as security for the due and punctual
                  payment of the Secured Moneys and the performance of its
                  obligations under the Secured Documents.

            (b)   The Charge does not charge any Charged Property as at the date
                  of this Deed which as at that date is, or is taken under the
                  applicable stamp duties legislation of the relevant
                  jurisdiction to be, situated in any State or Territory of
                  Australia other than New South Wales, the Australian Capital
                  Territory or the Northern Territory.

      4.2   Priority

            The parties intend that the Charge take priority over all other
            Encumbrances over the Charged Property other than the Prior
            Interest.

      4.3   Nature of Charge

            The Charge is a floating charge over all Charged Property.

      4.4   Crystallisation

            The floating charge created in clauses 4.1 and 4.3 automatically and
            immediately crystallises and becomes fixed:

            (a)   without the Security Trustee giving any notice to the Issuing
                  Trustee, in respect of:

                  (1)   all of the Charged Property:

                        (A)   when a Receiver or any other receiver or receiver
                              and manager or administrator or provisional
                              liquidator is appointed, or proposed to be
                              appointed, in respect of any of the Charged
                              Property;

                        (B)   when the Charge or any other Encumbrance over any
                              of the Charged Property is enforced in any other
                              way;

                        (C)   when a notice under section 218 of the Income Tax
                              Assessment Act 1936 (Cth), section 260-5 in
                              Schedule 1 of the Tax Administration Act 1953 or
                              similar provision under the Income Tax Assessment
                              Act 1997 in respect of the Issuing Trustee is
                              signed by, or on behalf of, the Commissioner of
                              Taxation or the Deputy Commissioner of Taxation;

                        (D)   upon any Government Agency taking any step which
                              may result in an amount of Tax or an amount owing
                              to a Government Agency ranking ahead of the
                              Charge;

                        (E)   when an order is made or a resolution is passed
                              for the liquidation of the Issuing Trustee whether
                              in its personal capacity or in its capacity as
                              trustee of the Securitisation Fund;


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 14
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                        (F)   when a resolution is passed or a direction is
                              given by the Beneficiaries for the winding-up or
                              termination of the Securitisation Fund;

                        (G)   when all of the Beneficiaries give a direction to
                              the Issuing Trustee to distribute the assets of
                              the Securitisation Fund;

                        (H)   upon the termination of the Securitisation Fund,
                              whether under the Master Trust Deed or by
                              expiration of time or otherwise;

                        (I)   when an order is made requiring distribution of
                              any Securitisation Fund assets to any person or
                              appointing a Receiver in respect of the
                              Securitisation Fund;

                        (J)   when the Issuing Trustee resolves, or any other
                              person on whose instructions the Issuing Trustee
                              must act directs the Issuing Trustee, to
                              distribute any corpus of the Charged Property
                              which is subject to the floating charge;

                        (K)   when any step is taken to issue, levy or enforce
                              any distress, attachment, execution or other
                              process against or upon any of the Charged
                              Property;

                        (L)   when any Encumbrance over any of the Charged
                              Property is, or becomes capable of being, enforced
                              or any floating Encumbrance over any of the
                              Charged Property crystallises or otherwise becomes
                              a fixed Encumbrance; or

                        (M)   upon occurrence of an Event of Default; or

                  (2)   in respect of any asset, if the Issuing Trustee:

                        (A)   creates or allows any Encumbrance over;

                        (B)   sells, leases or otherwise disposes of;

                        (C)   creates or allows any interest in; or

                        (D)   parts with possession of,

                        that asset in breach of the Master Trust Deed or this
                        Deed, or agrees or attempts to do so or take any step
                        towards doing so.

      4.5   De-crystallisation

            (a)   Where an asset has become subject to a fixed charge under
                  clause 4.4, the Security Trustee may release the asset from
                  that fixed charge by notice in writing to the Issuing Trustee.

            (b)   When an asset is released from the fixed charge under clause
                  4.5(a)) the asset will again be subject to:

                  (1)   the floating charge under clauses 4.1 and 4.3; and

                  (2)   the further operation of clause 4.4.


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 15
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (c)   The Security Trustee must promptly give each Designated Rating
                  Agency a notice of any release made pursuant to clause 4.5(a).

      4.6   Prospective liability

            (a)   The parties acknowledge that the maximum amount of the
                  prospective liability secured by this Deed for the purposes of
                  establishing priority under section 282(3) of the Corporations
                  Act, is $5,000,000,000.

            (b)   The Security Trustee may from time to time lodge a notice
                  under s268(2) of the Corporations Act on behalf of the Issuing
                  Trustee specifying an increase in the maximum amount of the
                  prospective liability referred to in clause 4.6(a) and from
                  the date of lodgment the amount specified in clause 4.6(a) is
                  to be regarded as varied to the amount specified in that
                  notice.

            (c)   Neither clause 4.6(a) nor clause 4.6(b) in any way affects or
                  limits the actual amount of Secured Moneys which may in fact
                  be secured by the Charge.

            (d)   Clauses 4.6(a), 4.6(b) and 4.6(c) are to be construed
                  independently of each other.

      4.7   Amount ultimately recoverable

            Subject to this Deed and without limiting the Secured Moneys, the
            amount ultimately recoverable by the Chargee under this Deed is
            limited to $5,000,000,000.

--------------------------------------------------------------------------------
5     Representations and Warranties

      5.1   By the Issuing Trustee

            The Issuing Trustee hereby represents and warrants to the Security
            Trustee:

            (a)   (Due Incorporation): the Issuing Trustee is duly incorporated
                  and has the corporate power to own its property and to carry
                  on its business as is now being conducted;

            (b)   (constitution): the execution delivery and performance of each
                  Secured Document does not violate the constitution of the
                  Issuing Trustee;

            (c)   (Corporate Power): the Issuing Trustee has the power and has
                  taken all corporate and other action required to enter into
                  each Secured Document and to authorise the execution and
                  delivery of each Secured Document and the performance of its
                  obligations hereunder;

            (d)   (Filings): the Issuing Trustee has filed all material
                  corporate notices and effected all material registrations with
                  the Australian Securities and Investments Commission or
                  similar office in the jurisdiction of incorporation and all
                  such filings and registrations are current, complete and
                  accurate, except that this representation and warranty does
                  not apply to the filing of an ASIC form 309 or ASIC form 350
                  in relation to the creation of the Charge;


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 16
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (e)   (Legally Binding Obligation): each Secured Document
                  constitutes a valid, legally binding and enforceable
                  obligation of the Issuing Trustee in accordance with its terms
                  except as such enforceability may be limited by any applicable
                  bankruptcy, insolvency, reorganisation, moratorium or trust or
                  other similar laws affecting creditors' rights generally;

            (f)   (Execution, Delivery and Performance): the execution, delivery
                  and performance of each Secured Document by the Issuing
                  Trustee does not violate any existing law or regulation or any
                  document or agreement to which the Issuing Trustee is a party
                  in either case in its capacity as trustee of the
                  Securitisation Fund or which is binding upon it or any of its
                  assets in its capacity as trustee of the Securitisation Fund;

            (g)   (Authorisation): all consents, licences, approvals and
                  authorisations of every Government Agency required to be
                  obtained by the Issuing Trustee in connection with the
                  execution and delivery of, and performance of its obligations
                  under, each Secured Document have been obtained and are valid
                  and subsisting;

            (h)   (Good Title): the Issuing Trustee is the legal owner of and
                  has the power under the Master Trust Deed to enter into each
                  Secured Document and to charge in the manner provided in this
                  Deed, the Charged Property and, subject only to the Master
                  Trust Deed, this Deed and the Prior Interest, the Charged
                  Property is free of all other Encumbrances;

            (i)   (Securitisation Fund Validly Created): the Securitisation Fund
                  has been validly created and is in existence at the date of
                  this Deed;

            (j)   (Sole Trustee): the Issuing Trustee has been validly appointed
                  as trustee of the Securitisation Fund and is presently the
                  sole trustee of the Securitisation Fund;

            (k)   (Master Trust Deed): the Securitisation Fund is constituted
                  pursuant to the Master Trust Deed; and

            (l)   (No Proceedings to Remove): no notice has been given to the
                  Issuing Trustee and to the Issuing Trustee's knowledge no
                  resolution has been passed or direction or notice has been
                  given, removing the Issuing Trustee as trustee of the
                  Securitisation Fund.

      5.2   By the Manager

            The Manager hereby represents and warrants to the Security Trustee
            that:

            (a)   (Due incorporation): the Manager is duly incorporated and has
                  the corporate power to own its property and to carry on its
                  business as is now being conducted;

            (b)   (constitution): the execution, delivery and performance of
                  each Secured Document does not violate the constitution of the
                  Manager;

            (c)   (Corporate power): the Manager has the power and has taken all
                  corporate and other action required to enter into each Secured
                  Document and to authorise the execution and delivery of each
                  Secured Document and the performance of its obligations
                  hereunder;


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Freehills Sydney\005068321                                               page 17
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (d)   (Filings): the Manager has filed all corporate notices and
                  effected all registrations with the Australian Securities and
                  Investments Commission or similar office in its jurisdiction
                  of incorporation and in any other jurisdiction as required by
                  law and all such filings and registrations are current,
                  complete and accurate;

            (e)   (Legally Binding Obligation): each Secured Document
                  constitutes a valid, legally binding and enforceable
                  obligation of the Manager in accordance with its terms except
                  as such enforceability may be limited by any applicable
                  bankruptcy, insolvency, re-organisation, moratorium or trust
                  or other similar laws affecting creditors' rights generally;

            (f)   (Execution, Delivery and Performance): the execution, delivery
                  and performance of each Secured Document by the Manager does
                  not violate any existing law or regulation or any document or
                  agreement to which the Manager is a party or which is binding
                  upon it or any of its assets;

            (g)   (Authorisation): all consents, licences, approvals and
                  authorisations of every Government Agency required to be
                  obtained by the Manager in connection with the execution,
                  delivery and performance of each Secured Document have been
                  obtained and are valid and subsisting; and

            (h)   (Warranties): to the Manager's knowledge, all representations
                  and warranties given by the Manager in any Transaction
                  Document are true and accurate.

      5.3   Survival of Representations and Warranties

            All representations and warranties in this Deed survive the
            execution and delivery of this Deed and the provision of advances
            and accommodation.

--------------------------------------------------------------------------------
6     Issuing Trustee's and Manager's Covenants

      6.1   Covenants

            (a)   The Issuing Trustee covenants in favour of the Security
                  Trustee that it will duly and punctually perform observe and
                  fulfil its obligations under the Secured Documents and in
                  accordance with the terms of the Secured Documents, will pay
                  the Secured Moneys to, or to the order of, the Security
                  Trustee as and when the same fall due for payment.

            (b)   Notwithstanding clause 6.1(a), every payment by the Issuing
                  Trustee, or the Security Trustee in accordance with this Deed,
                  to the Secured Creditors on account of the Secured Moneys will
                  operate as payment by the Issuing Trustee to the Security
                  Trustee in satisfaction of the Issuing Trustee's obligations
                  in respect thereof.

            (c)   Each of the Issuing Trustee and the Manager will ensure that
                  it complies with its obligations under the Secured Documents.

            (d)   Each of the Issuing Trustee and the Manager will give to the
                  Note Trustee a copy of the Register, and to the Security
                  Trustee any information in the power or possession of the
                  Issuing Trustee or the Manager relating to the Securitisation
                  Fund that the Security Trustee reasonably requests in
                  connection with the exercise and performance of its powers and
                  obligations under this Deed, including without limitation:


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 18
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (1)   the identity, and notice details of, each Secured
                        Creditor and Beneficiary; and

                  (2)   the Secured Moneys owing to each Secured Creditor.

      6.2   Negative Covenants

            The Issuing Trustee shall not do, nor shall the Manager direct the
            Issuing Trustee to do, any of the following without the prior
            written consent of the Security Trustee and without prior written
            confirmation from each Designated Rating Agency of the rating
            assigned to the Notes in relation to the Securitisation Fund and the
            Notes, except as permitted by this Deed or the Master Trust Deed or
            the Supplementary Bond Terms Notice:

            (a)   (No Encumbrances): subject only to the Prior Interest, create,
                  purport or attempt to create or permit to exist any
                  Encumbrance howsoever ranking over any part of the Charged
                  Property;

            (b)   (No Sale, Lease etc.): subject to clause 6.4, convey, assign,
                  transfer, lease or otherwise dispose or part with possession
                  of, make any bailment over, or create or permit to exist any
                  other interest in any part of the Charged Property whilst such
                  part of the Charged Property is subject to the Charge;

            (c)   (No Financial Indebtedness): create, incur, assume, permit or
                  suffer to exist any Financial Indebtedness except for:

                  (1)   the Notes;

                  (2)   Financial Indebtedness arising under the Transaction
                        Documents in relation to the Securitisation Fund;

                  (3)   Financial Indebtedness which is fully subordinated to
                        the Secured Moneys, or is non-recourse other than with
                        respect to proceeds in excess of those needed to pay the
                        Secured Moneys, and does not constitute a claim against
                        the Issuing Trustee in the event that those excess
                        proceeds are insufficient to pay that subordinated
                        Financial Indebtedness; or

                  (4)   Financial Indebtedness that will not result in any
                        reduction or withdrawal of the rating assigned to the
                        initial Notes by each such Designated Rating Agency;

            (d)   (No Release under Transaction Documents): give any release or
                  discharge (whether full, partial or conditional) to any person
                  in respect of their obligations under any of the Transaction
                  Documents relating to the Securitisation Fund, except as
                  contemplated by those Transaction Documents; and

            (e)   (Bank accounts): open any bank account not permitted in the
                  Transaction Documents.


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Freehills Sydney\005068321                                               page 19
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      6.3   Fixed Rate Mortgages

            (a)   Unless each Designated Rating Agency should otherwise notify
                  the Manager in writing, the Manager must not at any time
                  cause:

                  (1)   the aggregate Outstanding Principal Balance of all fixed
                        interest rate Mortgages to exceed 50% of the aggregate
                        Outstanding Principal Balance of all Mortgages;

                  (2)   the aggregate Outstanding Principal Balance of all fixed
                        interest rate Mortgages with an outstanding fixed
                        interest rate period of 3 years or less to exceed 50% of
                        the aggregate Outstanding Principal Balance of all
                        Mortgages; and

                  (3)   the aggregate Outstanding Principal Balance of all fixed
                        interest rate Mortgages with an outstanding fixed
                        interest rate period of greater than 3 years and not
                        exceeding 5 years to exceed 25% of the aggregate
                        Outstanding Principal Balance of all Mortgages; and

                  (4)   the fixed interest rate period for any Mortgage to end
                        on or after the date nominated by the Manager and
                        notified in writing to the Issuing Trustee, the Security
                        Trustee and the Note Trustee prior to the issue of any
                        Notes by the Issuing Trustee.

            (b)   The Manager must not cause any fixed interest rate Mortgage to
                  become an Asset of the Fund unless:

                  (1)   the Trustee has entered into a Payment Funding Facility
                        for such amount agreed to from time to time by the
                        Manager and each Designated Rating Agency so that the
                        rating of the Notes by each Designated Rating Agency
                        will not be downgraded or withdrawn by the Trustee
                        holding fixed interest rate Mortgages; and

                  (2)   the Trustee has entered into an Enhancement or Interest
                        Hedge in respect of the fixed interest rate component of
                        the Mortgage for the period of that fixed interest rate
                        component and whether in respect of that Mortgage alone
                        or with any other Mortgage that is an Asset of the
                        Securitisation Fund.

            (c)   Subject to the terms of any such Payment Funding Facility, the
                  Manager must cause the principal amount outstanding under the
                  Payment Funding Facility to be not less than the amount agreed
                  from time to time by the Manager and each Designated Rating
                  Agency.

            (d)   For the purposes of clause 6.3 a reference:

                  (1)   to a Mortgage is to a Mortgage which is an Asset of the
                        Securitisation Fund;

                  (2)   to a fixed interest rate Mortgage is a Mortgage under
                        which all or part of the interest payable is set at a
                        fixed rate;

                  (3)   the Outstanding Principal Balance of a fixed interest
                        rate Mortgage is that portion of the Outstanding
                        Principal Balance of the Mortgage which is subject to a
                        fixed interest rate.


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Freehills Sydney\005068321                                               page 20
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      6.4   Dealing in Accordance with Transaction Documents

            The Issuing Trustee may in respect of a given part of the Charged
            Property whilst subject to the floating charge deal with and pay or
            apply that part of the Charged Property in accordance with the
            provisions of the Transaction Documents.

      6.5   Notify Events of Default

            Each of the Manager and the Issuing Trustee must immediately notify
            the Security Trustee in writing if it becomes actually aware of the
            occurrence of any Event of Default and must provide the Security
            Trustee with full and complete details in relation thereto
            immediately upon becoming actually aware of such details.

--------------------------------------------------------------------------------
7     Events of Default

      7.1   Events of Default

            Subject to the Supplementary Bond Terms Notice for the Class A Notes
            and Class B Notes and the Liquidity Notes, each of the following
            events is an Event of Default whether or not caused by any reason
            whatsoever outside the control of an Interested Person or any other
            person:

            (a)   (Failure to Pay): the Issuing Trustee does not within 10
                  Banking Days of the due date, and in the specified manner, pay
                  in full any Secured Moneys (except in respect of any moneys
                  payable under any Payment Funding Facility, Top-up Funding
                  Facility and Redraw Funding Facility which fall due for
                  payment prior to the Repayment Date or payment of interest on
                  Class B Notes unless all Class A Notes have been repaid);

            (b)   (Failure to Comply): the Issuing Trustee defaults in fully
                  performing observing and fulfilling any material obligation in
                  relation to the Securitisation Fund under this Deed or a
                  Secured Document (other than a provision requiring the payment
                  of money as contemplated by paragraph (a) of this clause or,
                  prior to the Repayment Date, in respect of any such default
                  under a Payment Funding Facility, Top-up Funding Facility and
                  Redraw Funding Facility and such default has not been remedied
                  within 10 Banking Days of the Issuing Trustee receiving notice
                  from the Security Trustee specifying the breach and requiring
                  the same to be rectified);

            (c)   (Untrue Warranty): any representation, warranty or statement
                  in relation to the Securitisation Fund made, repeated or
                  deemed to be made or repeated in this Deed or in a Secured
                  Document by the Issuing Trustee is proved to be untrue in any
                  material respect when made, repeated or deemed to be made or
                  repeated (as the case may be) (except, prior to the Repayment
                  Date, in respect of any representation, warranty or statement
                  made, repeated or deemed to be made or repeated under the
                  Payment Funding Facility, Top-up Funding Facility and Redraw
                  Funding Facility);

            (d)   (Breach of Undertaking): the Issuing Trustee breaches any
                  material undertaking given at any time to the Security Trustee
                  in relation to the Securitisation Fund or fails to comply with
                  any material condition imposed by the Security Trustee in
                  relation to the Securitisation Fund in agreeing to any matter
                  (including any waiver) (except, prior to the Repayment Date,
                  in respect of any breach of any material undertaking or
                  failure to comply with any material condition under the
                  Payment Funding Facility, Top-up Funding Facility and Redraw
                  Funding Facility);


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 21
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (e)   (Insolvency Event): any Insolvency Event occurs in relation to
                  the Issuing Trustee other than for the reconstruction of the
                  Issuing Trustee or the Securitisation Fund with the prior
                  written approval of the Manager and the Security Trustee and
                  provided that each Designated Rating Agency has confirmed in
                  writing that such reconstruction will not have an adverse
                  effect on the rating of the Notes;

            (f)   (Encumbrance): any Encumbrance over any Charged Property
                  becomes enforceable or any Encumbrance that is a floating
                  security over any Charged Property crystallises or otherwise
                  becomes a fixed or specific security;

            (g)   (Investigation): any investigation into the affairs, or into
                  particular affairs, of the Issuing Trustee in relation to the
                  Securitisation Fund is directed or commenced under any
                  Statute;

            (h)   (Void or Voidable): any Secured Document is, becomes or is
                  claimed by the Issuing Trustee or the Manager to be void,
                  voidable or unenforceable in whole or in any material part;

            (i)   (Repudiation): the Issuing Trustee disaffirms, disclaims,
                  repudiates or rejects any Secured Document to which it is a
                  party in whole or in any material part;

            (j)   (Vesting of Assets): there occurs without the prior written
                  approval of the Security Trustee, any vesting or distribution
                  of any assets of the Securitisation Fund other than in
                  accordance with the relevant Supplementary Bond Terms Notices;

            (k)   (Breach of Trust): any material breach of trust in relation to
                  the Securitisation Fund by the Issuing Trustee or the Issuing
                  Trustee for any reason loses or ceases to be entitled to a
                  material extent to its right of indemnity against the assets
                  of the Securitisation Fund;

            (l)   (Diminution of Assets): as a result of the act or omission of
                  the Issuing Trustee the assets of the Securitisation Fund are
                  materially diminished or made materially less accessible to
                  the Security Trustee;

            (m)   (Winding-up): without the prior consent of the Security
                  Trustee the Securitisation Fund is wound-up or the Issuing
                  Trustee is required to wind up the Securitisation Fund under
                  the Master Trust Deed or applicable law, or the winding up of
                  the Securitisation Fund commences; and

            (n)   (Priority of Charge): the Charge ceases to rank as
                  contemplated by clause 4.2.

      7.2   Rights of the Security Trustee upon Event of Default

            Upon the occurrence of an Event of Default, the Security Trustee may
            in its absolute discretion, and shall, subject to clauses 8.4, 8.5,
            8.6 and 8.7, if so directed by an Extraordinary Resolution:


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 22
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (a)   declare the Charge immediately enforceable;

            (b)   declare the Secured Moneys immediately due and payable; (c)
                  give a notice crystallising the charge in relation to any or
                  all of the Secured Property under clause 4.4; and/or

            (d)   appoint a Receiver over the Charged Property, or exercise the
                  powers that a Receiver would otherwise have if appointed under
                  this Deed.

            The Security Trustee may exercise its rights pursuant to this clause
            notwithstanding any delay or previous waiver.

      7.3   Notify Events of Default

            Each of the Issuing Trustee and the Manager must promptly (and in
            any event within 5 Banking Days) notify the Note Trustee on behalf
            of the Class A Offered Noteholders, and all other Secured Creditors,
            the Security Trustee, and each of the Designated Rating Agencies if,
            to the knowledge of its officers who are responsible for the
            administration of the Securitisation Fund, it becomes aware of the
            occurrence of an Event of Default or any event specified in clause
            4.4 and they must provide full details of the Event of Default or
            other event and the actions and procedures which are being taken or
            will be taken by the Issuing Trustee and the Manager to remedy the
            relevant Event of Default or other event.

--------------------------------------------------------------------------------
8     Enforcement

      8.1   Power to Deal with the Charged Property Ceases

            The Issuing Trustee's power to deal for any purpose with all or any
            part of the Charged Property, other than by or through a Receiver
            appointed under this Deed shall immediately cease upon the Charge
            crystallising and becoming fixed pursuant to the provisions of this
            Deed (subject only to the operation of clause 4.5, in which case the
            Issuing Trustee's power to deal in accordance with this Deed with
            any asset or assets the subject of a notice under such clause shall
            be reinstated from the date of such notice).

      8.2   Protection of Charged Property

            If the Charge crystallises and becomes fixed pursuant to the
            provisions of this Deed upon the occurrence of an Event of
            Crystallisation, the Security Trustee shall have the right either in
            its own name or in the name of the Issuing Trustee to immediately
            seek and obtain appropriate relief in relation to that part of the
            Charged Property affected or threatened by such Event of
            Crystallisation.

      8.3   Power to Enforce

            At any time after the Charge becomes enforceable, the Security
            Trustee may, without reference to Secured Creditors, at its
            discretion and without further notice (subject to the terms of this
            Deed) take such proceedings as it may think fit to enforce any of
            the provisions of this Deed.


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 23
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      8.4   No Obligation to Enforce

            Subject to clauses 8.5 and 14.4, upon the occurrence of an Event of
            Default, pending the receipt of directions from the Voting Secured
            Creditors as contemplated by clauses 8.5 and 8.6, the Security
            Trustee shall not be bound to take any action under this Deed or
            give any consent or waiver or make any determination hereunder
            (including, without limiting the generality of the foregoing, to
            appoint any Receiver, to declare the Charge enforceable or the
            Secured Moneys immediately due and payable pursuant to clause 7.2 or
            to take any other proceedings referred to in clause 8.3). Nothing in
            this clause shall affect the operation of clause 4.4 upon the
            occurrence of an Event of Crystallisation or the Charge becoming
            enforceable prior to the Security Trustee receiving directions from
            the Secured Creditors.

      8.5   Obligation to Convene Meeting

            (a)   Following the Security Trustee becoming actually aware of the
                  occurrence of an Event of Default, it shall, subject to clause
                  8.9, promptly convene a meeting of the Voting Secured
                  Creditors in accordance with this Deed, at which it shall seek
                  directions from the Voting Secured Creditors by way of an
                  Extraordinary Resolution of the Voting Secured Creditors
                  regarding the action it should take as a result of such Event
                  of Default.

            (b)   If the Security Trustee fails to convene a meeting, or to
                  propose the necessary Extraordinary Resolutions, in accordance
                  with clause 8.5(a), the Manager must convene a meeting of
                  Voting Secured Creditors, or propose the necessary
                  Extraordinary Resolutions (as the case may be), in accordance
                  with this clause 8, which meeting is to have only the same
                  powers as if convened by the Security Trustee and is to be
                  conducted in accordance with the provisions of the Schedule,
                  in which event all references in this Deed and the Schedule to
                  the Security Trustee in relation to the requirements of
                  meetings of Voting Secured Creditors will be read and
                  construed, mutatis mutandis, as references to the Manager.

      8.6   Security Trustee to Act in Accordance with Directions

            (a)   Subject to sub-clause 8.6(b), the Security Trustee shall take
                  all action necessary to give effect to any Extraordinary
                  Resolution of the Voting Secured Creditors and shall comply
                  with all directions contained in or given pursuant to any
                  Extraordinary Resolution of the Voting Secured Creditors.

            (b)   The obligation of the Security Trustee pursuant to sub-clause
                  8.6(a) is subject to:

                  (1)   this Deed; and

                  (2)   if required by the Security Trustee (in its absolute
                        discretion) the receipt from the Voting Secured
                        Creditors (other than the Note Trustee) of an indemnity
                        in a form reasonably satisfactory to the Security
                        Trustee (which may be by way of an Extraordinary
                        Resolution of the Voting Secured Creditors) against all
                        actions, proceedings, claims and demands to which it may
                        render itself liable, and all costs, charges, damages
                        and expenses which it may incur, in giving effect to an
                        Extraordinary Resolution of the Voting Secured
                        Creditors.


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 24
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  The Security Trustee shall first claim on its indemnity from
                  the property held on trust under clause 2.1 before it claims
                  on any indemnity from the Secured Creditors (other than the
                  Note Trustee), including any indemnity provided under clause
                  8.7. The Note Trustee is in no circumstance required to give
                  any indemnity to the Security Trustee.

            (c)   If an Event of Default is a payment default in respect of a
                  subordinated Class of Notes, as long as there are Class A
                  Notes outstanding that rank prior to those subordinated Notes,
                  the Security Trustee must not take any action without the
                  consent of the Note Trustee acting at the direction of each
                  Class of prior ranking Class A Offered Noteholder by
                  Extraordinary Resolution.

            (d)   If the Security Trustee becomes bound to take steps and/or
                  proceed under this Deed and it fails to do so within a
                  reasonable time and such failure is continuing, the Voting
                  Secured Creditors may exercise such powers as they determine
                  by Extraordinary Resolution.

      8.7   Security Trustee Must Receive Indemnity

            If:

            (a)   the Security Trustee convenes a meeting of the Voting Secured
                  Creditors, or is required by an Extraordinary Resolution to
                  take any action under this Deed, and advises them that the
                  Security Trustee will not act in relation to the enforcement
                  of this Deed unless it is personally indemnified by the Voting
                  Secured Creditors (other than the Note Trustee) to its
                  reasonable satisfaction against all actions, proceedings,
                  claims and demands to which it may render itself liable, and
                  all costs, charges, damages and expenses which it may incur,
                  in relation to the enforcement of this Deed and put in funds
                  to the extent to which it may become liable (including costs
                  and expenses); and

            (b)   the Voting Secured Creditors refuse to grant the requested
                  indemnity and put the Security Trustee in funds,

            then the Security Trustee will not be obliged to act in relation to
            such enforcement. In those circumstances, the Voting Secured
            Creditors may exercise such Powers and enjoy such protections and
            indemnities, of the Security Trustee under this Deed, any
            Encumbrance or other document or agreement created or entered into
            in favour of the Security Trustee as security for the Secured Moneys
            or by law as they determine by Extraordinary Resolution. The Note
            Trustee is in no circumstance required to give an indemnity to the
            Security Trustee.

      8.8   Limitation on Rights of Secured Creditors

            Subject to this Deed, the powers, rights and remedies conferred on
            the Security Trustee by this Deed are exercisable by the Security
            Trustee only, and no Secured Creditor is entitled without the
            written consent of the Security Trustee to exercise the same or any
            of them. Without limiting the generality of the foregoing, subject
            to clause 8.7, no Secured Creditor is entitled to enforce the Charge
            or the provisions of this Deed or to appoint or cause to be
            appointed a Receiver to any of the Charged Property or otherwise to
            exercise any power conferred by the terms of any applicable law on
            chargees except as provided in this Deed.


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Freehills Sydney\005068321                                               page 25
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      8.9   Immaterial waivers

            (a)   The Security Trustee may (subject to clause 16.3), with the
                  prior written consent of the Noteholder Secured Creditors
                  agree, on any terms and conditions as it may deem expedient,
                  having first given notice to any Designated Rating Agency for
                  each Class of Notes, but without the consent of the other
                  Secured Creditors and without prejudice to its rights in
                  respect of any subsequent breach, to any waiver or
                  authorisation of any breach or proposed breach of any of the
                  terms and conditions of the Secured Documents or any of the
                  provisions of this Deed which is not, in the reasonable
                  opinion of the Security Trustee, materially prejudicial to the
                  interests of the Secured Creditors and may determine that any
                  event that would otherwise be an Event of Default shall not be
                  treated as an Event of Default for the purpose of this Deed.

            (b)   No such waiver, authorisation or determination shall be made
                  in contravention of any directions contained in an
                  Extraordinary Resolution of Voting Secured Creditors.

            (c)   Any such waiver, authorisation or determination shall, if the
                  Security Trustee so requires, be notified to the Voting
                  Secured Creditors by the Manager as soon as practicable
                  thereafter in accordance with this Deed.

      8.10  Acts pursuant to resolutions

            The Security Trustee shall not be responsible for having acted in
            good faith upon any resolution purporting to have been passed at any
            meeting of the Voting Secured Creditors in respect of which minutes
            have been made and signed, even though it may subsequently be found
            that there was some defect in the constitution of that meeting or
            the passing of that resolution or that for any reason that
            resolution was not valid or binding upon the Voting Secured
            Creditors.

      8.11  Overriding provision

            Notwithstanding any other provision of this Deed:

            (a)   the Security Trustee is not obliged to do or omit to do
                  anything including entering into any transaction or incurring
                  any liability unless the Security Trustee's liability is
                  limited in a manner satisfactory to the Security Trustee in
                  its absolute discretion; and

            (b)   the Security Trustee will not be under any obligation to
                  advance or use its own funds for the payment of any costs,
                  expenses or liabilities, except in respect of its own fraud,
                  negligence or wilful default.


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 26
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
9     Receiver

      9.1   Appointment of Receiver

            Subject to clause 8 upon or at any time after the occurrence of an
            Event of Default the Security Trustee may:

            (a)   appoint any person or any 2 or more persons jointly, or
                  severally, or jointly and severally to be a receiver or a
                  receiver and manager of the Charged Property;

            (b)   remove any Receiver and on the removal, retirement or death of
                  any Receiver, appoint another Receiver; and

            (c)   fix or vary the remuneration and direct payment of that
                  remuneration and any costs, charges and expenses of the
                  Receiver out of the proceeds of any realisation of the Charged
                  Property.

      9.2   Agency of Receiver

            (a)   Subject to clause 9.5, each Receiver is the agent of the
                  Issuing Trustee.

            (b)   The Issuing Trustee is responsible for the acts, defaults and
                  remuneration of the Receiver.

            (c)   Each Secured Creditor acknowledges that:

                  (1)   any Receiver will be only the agent of the Issuing
                        Trustee in its capacity as trustee of the Securitisation
                        Fund; and

                  (2)   notwithstanding anything else in this Deed or at law,
                        the Issuing Trustee in its personal capacity is not
                        responsible for any act or omission of the Receiver.

      9.3   Powers of Receiver

            Subject to any express exclusion by the terms of the Receiver's
            appointment, and whether or not the Receiver has taken possession of
            the whole or any part of the Charged Property, the Receiver has, in
            addition to any powers conferred on the Receiver by applicable law,
            power to do any of the following:

            (a)   manage, possession or control: to manage, enter into
                  possession or assume control of any of the Charged Property;

            (b)   lease or licence: to accept the surrender of, determine, grant
                  or renew any lease or licence in respect of the use or
                  occupation of any of the Charged Property:

                  (1)   on any terms or special conditions that the Security
                        Trustee or Receiver thinks fit; and

                  (2)   in conjunction with the sale, lease or licence of any
                        other property by any person;

            (c)   sale: to sell or concur in selling any of the Charged Property
                  to any person:

                  (1)   by auction, private treaty or tender;


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 27
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (2)   on such terms and special conditions as the Security
                        Trustee or the Receiver thinks fit;

                  (3)   for cash or for a deferred payment of the purchase
                        price, in whole or in part, with or without interest or
                        security;

                  (4)   in conjunction with the sale of any property by any
                        other person; and

                  (5)   in one lot or in separate parcels;

            (d)   grant options to purchase: to grant to any person an option to
                  purchase any of the Charged Property;

            (e)   acquire property: to acquire any interest in any property, in
                  the name or on behalf of the Issuing Trustee, which on
                  acquisition forms part of the Charged Property;

            (f)   carry on business: to carry on or concur in carrying on any
                  business of the Issuing Trustee in respect of the Charged
                  Property;

            (g)   borrowings and security:

                  (1)   to raise or borrow any money, in its name or the name or
                        on behalf of the Issuing Trustee, from the Security
                        Trustee or any person approved by the Security Trustee
                        in writing; and

                  (2)   to secure money raised or borrowed under clause
                        9.3(g)(1) by an Encumbrance over any of the Charged
                        Property, ranking in priority to, equal with, or after,
                        the Charge;

            (h)   maintain or improve Charged Property: to do anything to
                  maintain, protect or improve any of the Charged Property
                  including, but not limited to, completing, repairing, erecting
                  a new improvement on, demolishing or altering any of the
                  Charged Property;

            (i)   income and bank accounts: to do anything to manage or obtain
                  income or revenue from any of the Charged Property including,
                  but not limited to, operating any bank account which forms
                  part of the Charged Property or opening and operating a new
                  bank account;

            (j)   access to Charged Property: to have access to any of the
                  Charged Property;

            (k)   insure Charged Property: to insure any of the Charged
                  Property;

            (l)   sever fixtures: to sever fixtures in respect of any of the
                  Charged Property;

            (m)   compromise: to make or accept any compromise or arrangement;

            (n)   surrender Charged Property: to surrender or transfer any of
                  the Charged Property to any person;

            (o)   exchange Charged Property: to exchange with any person any of
                  the Charged Property for any other property whether of equal
                  value or not;

            (p)   employ or discharge: to employ or discharge any person as an
                  employee, contractor, agent, professional adviser or
                  auctioneer for any of the purposes of this Deed;


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 28
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (q)   delegate: to delegate to any person any Power of the Receiver;

            (r)   perform or enforce documents: to observe, perform, enforce,
                  exercise or refrain from exercising any right, power,
                  authority, discretion or remedy of the Issuing Trustee under,
                  or otherwise obtain the benefit of:

                  (1)   any document, agreement or right which attaches to or
                        forms part of the Charged Property; and

                  (2)   any document or agreement entered into in exercise of
                        any Power by the Receiver;

            (s)   receipts: to give effectual receipts for all moneys and other
                  assets which may come into the hands of the Receiver;

            (t)   take proceedings: to commence, discontinue, prosecute, defend,
                  settle or compromise in its name or the name or on behalf of
                  the Issuing Trustee, any proceedings including, but not
                  limited to, proceedings in relation to any insurance in
                  respect of any of the Charged Property;

            (u)   insolvency proceedings: in connection with any Charged
                  Property, to make any debtor bankrupt, wind-up any company,
                  corporation or other entity and do all things in relation to
                  any bankruptcy or winding-up which the Receiver thinks
                  necessary or desirable including, but not limited to,
                  attending and voting at creditors' meetings and appointing
                  proxies for those meetings;

            (v)   execute documents: in connection with any Charged Property, to
                  enter into and execute any document or agreement in the name
                  of the Receiver or the name or on behalf of the Issuing
                  Trustee including, but not limited to, notices, bills of
                  exchange, cheques or promissory notes for any of the purposes
                  of this Deed;

            (w)   vote: to exercise any voting rights or powers in respect of
                  any part of the Charged Property;

            (x)   ability of Issuing Trustee: to do anything the Issuing Trustee
                  could do in respect of the Charged Property; and

            (y)   incidental power: to do anything necessary or incidental to
                  the exercise of any Power of the Receiver.

      9.4   Nature of Receiver's Powers

            The Powers of the Receiver must be construed independently and no
            one Power limits the generality of any other Power. Any dealing
            under any Power of the Receiver will be on the terms and conditions
            the Receiver thinks fit.

      9.5   Status of Receiver after commencement of winding-up

            (a)   The power to appoint a Receiver under clause 9.1 may be
                  exercised even if at the time an Event of Default occurs or if
                  at the time a Receiver is appointed, an order has been made or
                  a resolution has been passed for the winding-up of the Issuing
                  Trustee or any event set out in clause 4.4(a)(1)(E) to clause
                  4.4(a)(1)(K) has occurred.

            (b)   If for any reason, including, but not limited to operation of
                  law, a Receiver:


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 29
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (1)   appointed in the circumstances described in clause
                        9.5(a); or

                  (2)   appointed at any other time,

                  ceases to be the agent of the Issuing Trustee upon or by
                  virtue of, or as a result of, an order or a resolution being
                  passed for the winding-up of the Issuing Trustee, then the
                  Receiver immediately becomes the agent of the Security
                  Trustee.

      9.6   Powers exercisable by the Security Trustee

            (a)   Whether or not a Receiver is appointed under clause 9.1, the
                  Security Trustee may, on or after the occurrence of an Event
                  of Default and without giving notice to any person, exercise
                  any Power of the Receiver in addition to any Power of the
                  Security Trustee.

            (b)   The exercise of any Power by the Security Trustee, Receiver or
                  Attorney does not cause or deem the Security Trustee, Receiver
                  or Attorney:

                  (1)   to be a mortgagee in possession;

                  (2)   to account as mortgagee in possession; or

                  (3)   to be answerable for any act or omission for which a
                        mortgagee in possession is liable.

      9.7   Notice of exercise of rights

            The Security Trustee, Receiver or Attorney is not required:

            (a)   to give notice of the Charge to any debtor or creditor of the
                  Issuing Trustee or to any other person;

            (b)   to enforce payment of any money payable to the Issuing Trustee
                  including, but not limited to, any of the debts or monetary
                  liabilities charged by this Deed; or

            (c)   to obtain the consent of the Issuing Trustee to any exercise
                  of a Power.

      9.8   Termination of receivership and possession

            The Security Trustee may, at any time, terminate the appointment of
            a Receiver and may, at any time, give up possession of the Charged
            Property.

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10    Security Trustee's Powers

      10.1  Act jointly

            The Security Trustee or Receiver may exercise any of the powers
            conferred upon the Security Trustee or the Receiver in conjunction
            with the exercise of similar powers by any other Encumbrancee of the
            Charged Property or part thereof or by any receiver appointed by
            such other Encumbrancee and may enter into and give effect to such
            agreements and arrangements with such other Encumbrancee or receiver
            as the Security Trustee or Receiver thinks fit.


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Freehills Sydney\005068321                                               page 30
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      10.2  Appointment of Attorney

            In consideration of the Security Trustee entering into the Secured
            Documents, the Issuing Trustee irrevocably appoints each Receiver
            and each of the directors, secretaries and managers for the time
            being of the Security Trustee severally its attorney for the
            purposes set out in clause 10.3.

      10.3  Purposes of appointment

            The Attorney may, in its name or in the name of the Issuing Trustee,
            Security Trustee or Receiver, at any time after the occurrence of an
            Event of Default do any of the following:

            (a)   do any thing which ought to be done by the Issuing Trustee
                  under this Deed;

            (b)   exercise any right, power, authority, discretion or remedy of
                  the Issuing Trustee under:

                  (1)   this Deed;

                  (2)   any other Secured Document; or

                  (3)   any agreement forming part of the Charged Property;

            (c)   do any thing which in the opinion of the Security Trustee,
                  Receiver or Attorney is necessary or expedient for securing or
                  perfecting the Charge;

            (d)   execute in favour of the Security Trustee any legal mortgage,
                  transfer, assignment and any other assurance of any of the
                  Charged Property;

            (e)   execute Deeds of assignment, composition or release in
                  connection with the Charged Property;

            (f)   sell or otherwise part with the possession of any of the
                  Charged Property; and

            (g)   generally, do any other thing, whether or not of the same kind
                  as those set out in clause 10.3 (a) to (f), which in the
                  opinion of the Security Trustee, Receiver or Attorney is
                  necessary or expedient:

                  (1)   to more satisfactorily secure to the Security Trustee
                        the payment of the Secured Moneys; or

                  (2)   in relation to any of the Charged Property.

      10.4  Delegation and substitution

            The Attorney may, at any time, for any of the purposes in clause
            10.3, appoint or remove any substitute or delegate or sub-attorney.

      10.5  Security Trustee may make good default

            If the Issuing Trustee defaults in duly performing observing and
            fulfilling any covenant on the part of the Issuing Trustee herein
            contained or implied it shall be lawful for, but not obligatory upon
            the Security Trustee, without prejudice to any other power of the
            Security Trustee, to do all things and pay all moneys necessary or
            expedient in the opinion of the Security Trustee to make good or to
            attempt to make good such default to the satisfaction of the
            Security Trustee and all such moneys shall form part of the Secured
            Moneys.


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Freehills Sydney\005068321                                               page 31
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

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

11    Protection of Persons Dealing with Security Trustee or Receiver

      11.1  No Enquiry

            No purchaser or other person dealing with the Security Trustee, the
            Receiver or any attorney appointed hereunder or to whom is tendered
            for registration an instrument executed by the Security Trustee, the
            Receiver or any attorney appointed hereunder, shall be bound to
            inquire as to whether any Event of Default has occurred or whether
            the Charge has become enforceable or whether any Secured Moneys are
            owing or payable or whether the Receiver or attorney has been
            properly appointed or as to the propriety or regularity of the
            exercise or purported exercise of any power by the Security Trustee,
            the Receiver or such attorney or any other matter or thing or be
            affected by actual or constructive notice that any lease, sale,
            dealing or instrument is unnecessary or improper and notwithstanding
            any irregularity or impropriety in any lease, sale, dealing or
            instrument the same shall as regards the protection and title of the
            lessee, purchaser or such other person be deemed to be authorised by
            the aforesaid powers and shall be valid and effectual accordingly.

      11.2  Receipts

            The receipt of the Security Trustee, the Receiver or any attorney
            appointed hereunder of any moneys or assets which come into the
            hands of the Security Trustee, the Receiver or such attorney by
            virtue of the powers of the Security Trustee, the Receiver or the
            attorney shall as to the moneys or assets paid or handed over
            effectually discharge the person, other than the Issuing Trustee,
            paying or handing over the same from being concerned to see to the
            application or being answerable or accountable for any loss or
            misapplication thereof and from any liability to inquire whether the
            Charge has become enforceable or whether the Secured Moneys have
            become payable pursuant to the provisions of this Deed or otherwise
            as to the propriety or regularity of the appointment of such
            Receiver or attorney or the propriety or regularity of the exercise
            of such powers by the Security Trustee, the Receiver or the attorney
            (as the case may be).

--------------------------------------------------------------------------------
12    Application of Moneys

      12.1  Priority of Payments

            All moneys received by the Security Trustee or by the Receiver as a
            result of the exercise of the powers conferred by this Deed in
            relation to the Charged Property pursuant to the provisions of this
            Deed shall, subject to this Deed, be applied as follows:

            (a)   Firstly: in payment of all amounts which, to the extent
                  required by law, have priority over the payments specified in
                  the balance of this clause 12.1;


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Freehills Sydney\005068321                                               page 32
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (b)   Secondly: in payment (pari passu and rateably) of:

                  (1)   any fees and any other expenses, liabilities, losses,
                        costs, claims, actions, proceedings, damages, demands,
                        charges, stamp and other duties and Taxes due to the
                        Issuing Trustee, the Security Trustee or the Note
                        Trustee;

                  (2)   any fees and any other expenses, liabilities, losses,
                        costs, claims, actions, proceedings, damages, demands,
                        charges, stamp and other duties and Taxes due to the
                        Principal Paying Agent, the Calculation Agent and the
                        Note Registrar; and

                  (3)   the Receivers remuneration;

            (c)   Thirdly: in payment of all costs, charges, expenses and
                  disbursements incurred in or incidental to the exercise or
                  performance or attempted exercise or performance of any Powers
                  of the Receiver, the Security Trustee, an Attorney or the Note
                  Trustee in relation to the Securitisation Fund and the Charged
                  Property;

            (d)   Fourthly: subject to this clause 12.1, in payment of such
                  other Expenses in relation to the Securitisation Fund or the
                  Charged Property as the Receiver or the Security Trustee shall
                  think fit to pay;

            (e)   Fifthly: in payment of other Encumbrances over the Charged
                  Property of which the Security Trustee is aware having
                  priority to the Charge (including the Prior Interest), in the
                  order of their priority and the Security Trustee and the
                  Receiver shall be entitled to rely upon a certificate from the
                  prior Encumbrancee as to the amount so secured and shall not
                  be bound to enquire further as to the accuracy of that amount
                  or as to whether that amount or any part thereof is validly
                  secured by such other prior Encumbrance;

            (f)   Sixthly: in payment of (pari passu and rateably):

                  (1)   all Secured Moneys owing to the Enhancement Providers;

                  (2)   all Secured Moneys owing to the Class A Noteholders (as
                        at the date of payment);

                  (3)   all Secured Moneys owing to each Currency Swap Provider
                        and Interest Hedge Provider;

                  (4)   all Secured Money owing to the Redraw Facility Provider;

                  (5)   all Secured Money owing to the Top-up Funding Facility
                        Provider;

                  (6)   all fees and other amounts owing to the Manager under
                        the Master Trust Deed;

            (g)   Seventhly: in payment of all Secured Moneys owing to the Class
                  B Noteholders (as at the date of payment);

            (h)   Eighthly: pari passu and rateably in payment or towards
                  satisfaction of all amounts not covered above owing to any
                  Secured Creditor under any Secured Document;

            (i)   Ninthly: in payment of subsequent Encumbrances over the
                  Charged Property of which the Security Trustee is aware, in
                  the order of their priority and the Security Trustee and the
                  Receiver shall be entitled to rely upon a certificate from any
                  subsequent Encumbrancee as to the amount so secured and shall
                  not be bound to enquire further as to the accuracy of that
                  amount or as to whether that amount or any part thereof is
                  validly secured by the subsequent Encumbrance; and


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Freehills Sydney\005068321                                               page 33
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (j)   Tenthly: the surplus (if any) shall be paid to the Issuing
                  Trustee to be distributed in accordance with the terms of the
                  Master Trust Deed, but shall not carry interest as against the
                  Security Trustee.

      12.2  Moneys Received

            In applying any moneys towards satisfaction of the Secured Moneys
            the Issuing Trustee shall be credited only with so much of the said
            moneys available for that purpose as shall be actually received by
            the relevant Secured Creditor, Security Trustee or the Receiver and
            not required for whatever reason to be disgorged, such credit to
            date from the time of such receipt.

      12.3  Satisfaction of debts

            Each Secured Creditor shall accept the distribution of moneys under
            this clause in full and final satisfaction of all Secured Moneys.

      12.4  Investment of Funds

            If the amount of the moneys at any time available for payment in
            respect of the Secured Documents in relation to the Securitisation
            Fund under clause 12.1 shall be less than the total amount then due
            in respect of the Secured Documents in relation to the
            Securitisation Fund, the Security Trustee may, at its discretion,
            invest such moneys upon some or one of the investments authorised
            under clause 12.5 with power from time to time similarly to vary
            such investments. Such investments with the resulting income
            therefrom shall be accumulated until the accumulations, together
            with any other funds for the time being under the control of the
            Security Trustee and available for such payment, shall amount to at
            least the total amount then due in respect of the Secured Documents
            in relation to the Securitisation Fund and then such accumulations
            and funds (after deduction of any Taxes applicable thereto) shall be
            applied as specified in clause 12.1.

      12.5  Powers to Invest

            Any moneys received in or towards satisfaction of the Secured Moneys
            pending application pursuant to the provisions of this Deed, or
            surplus moneys which under this Deed ought to or may be invested by
            the Security Trustee, may be invested in the name or under the
            control of the Security Trustee in any Authorised Investments which
            may be selected by the Security Trustee and the Security Trustee may
            at any time vary or transpose any such investments for or into other
            such investments and shall not be responsible for any loss
            occasioned thereby, whether by depreciation in value or otherwise.

      12.6  Limit of Security Trustee's Liability

            Notwithstanding anything to the contrary contained in this Deed (and
            subject only to clause 14) the Security Trustee shall be under no
            obligation to account to any Interested Person for any moneys
            received pursuant to the trusts of this Deed other than those
            received by the Security Trustee from the Issuing Trustee or
            received or recovered by the Security Trustee or the Receiver
            hereunder, subject always to such deductions and withholdings by the
            Security Trustee or the Receiver as are authorised by this Deed.


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Freehills Sydney\005068321                                               page 34
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      12.7  Amounts contingently due

            (a)   If at the time of a distribution of any money under clause
                  12.1 any part of the Secured Moneys is contingently owing to
                  any Secured Creditor, the Security Trustee, Receiver or
                  Attorney may retain an amount equal to the amount contingently
                  owing or any part of it.

            (b)   If the Security Trustee, Receiver or Attorney retains any
                  amount under clause 12.7(a) it must place that amount on
                  short-term interest bearing deposit which is an Authorised
                  Investment until the amount contingently owing becomes
                  actually due and payable or otherwise ceases to be
                  contingently owing at which time the Security Trustee,
                  Receiver or Attorney must:

                  (1)   pay to the Secured Creditor the amount which has become
                        actually due to it; and

                  (2)   apply the balance of the amount retained, together with
                        any interest on the amount contingently owing, in
                        accordance with clause 12.1.

      12.8  Notice of a subsequent Encumbrance

            (a)   If the Security Trustee receives actual or constructive notice
                  of a subsequent Encumbrance, the Security Trustee:

                  (1)   may open a new account in the name of the Issuing
                        Trustee in its books; or

                  (2)   is regarded as having opened a new account in the name
                        of the Issuing Trustee in its books,

                  on the date it received or was regarded as having received
                  notice of the subsequent Encumbrance.

            (b)   From the date on which that new account is opened or regarded
                  as opened:

                  (1)   all payments made by the Issuing Trustee to the Security
                        Trustee; and

                  (2)   all financial accommodation and advances by the Security
                        Trustee to the Issuing Trustee,

                  are or are regarded as credited and debited, as the case may
                  be, to the new account.

            (c)   The payments by the Issuing Trustee under clause 12.8(b) must
                  be applied:

                  (1)   first, in reduction of the debit balance, if any, in the
                        new account; and


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 35
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (2)   second, if there is no debit balance in the new account,
                        in reduction of the Secured Moneys which have not been
                        debited or regarded as debited to the new account.

      12.9  Payments into Euro Account

            (a)   The Issuing Trustee must direct the Euro Currency Swap
                  Provider to pay all amounts denominated in Euro payable to the
                  Issuing Trustee by the Euro Currency Swap Provider under the
                  Euro Currency Swap into the Euro Account or to the Principal
                  Paying Agent.

            (b)   If the Issuing Trustee receives any amount denominated in Euro
                  from the Euro Currency Swap Provider under the Euro Currency
                  Swap it will promptly pay that amount to the credit of the
                  Euro Account or to the Principal Paying Agent.

      12.10 Payments out of Euro Account

            (a)   The Issuing Trustee must, or must require that the Paying
                  Agents on its behalf, pay all amounts credited to the Euro
                  Account as follows and in accordance with the Notes
                  Supplementary Bond Terms Notice for the Securitisation Fund
                  and the Note Trust Deed.

            (b)   All amounts credited to the Euro Account by the Euro Currency
                  Swap Provider in relation to a payment by the Issuing Trustee
                  under clause 12.1(f)(2), will be applied pari passu to pay all
                  Secured Moneys owing to Class A[ ] Noteholders.

      12.11 Payments into US$ Account

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

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

      12.12 Payments out of US$ Account

            (a)   The Issuing Trustee must, or must require that the Paying
                  Agents on its behalf, pay all amounts credited to the US$
                  Account as follows and in accordance with the Notes
                  Supplementary Bond Terms Notice for the Securitisation Fund
                  and the Note Trust Deed.

            (b)   All amounts credited to the US$ Account by the US Currency
                  Swap Provider in relation to a payment by the Issuing Trustee
                  under clause 12.1(f)(2), will be applied pari passu to pay all
                  Secured Moneys owing to Class A[ ] Noteholders.

      12.13 Excluded amounts

            The following amounts shall not be treated as assets of the Trust
            available for distribution under clause 12.1:


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Freehills Sydney\005068321                                               page 36
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (a)   the proceeds of cash collateral lodged by the provider of an
                  Interest Hedge which are payable to that person under that
                  Interest Hedge;

            (b)   the proceeds of cash collateral lodged by the provider of a
                  Currency Swap which are payable to that person under that
                  Currency Swap; and

            (c)   the proceeds of any other cash collateral lodged by an
                  Enhancement Provider under an Enhancement which are payable to
                  the Enhancement Provider.

            This clause 12.13 shall not apply to the extent that the relevant
            moneys are applied in accordance with the relevant document to
            satisfy any obligation owed to the Issuing Trustee by the relevant
            Interest Hedge Provider, Currency Swap Provider or Enhancement
            Provider.

      12.14 Proportionate Sharing

            (a)   Whenever any Secured Creditor receives or recovers any money
                  in respect of any sum due from the Issuing Trustee under a
                  Secured Document in any way (including without limitation by
                  set-off) except those referred to in clause 12.13 or through
                  distribution by the Security Trustee under this Deed (the
                  Received Moneys) after the Charge has been enforced:

                  (1)   the Secured Creditor must immediately notify the
                        Security Trustee;

                  (2)   the Secured Creditor must immediately pay that money to
                        the Security Trustee (unless the Security Trustee
                        directs otherwise). As between each Class A Noteholder,
                        such payments (if any) are to be made pari passu and
                        rateably;

                  (3)   the Security Trustee must treat the payment as if it
                        were a payment by the Issuing Trustee on account of all
                        sums then payable to the Secured Creditors; and

                  (4)   (A)   the payment or recovery will be taken to have been
                              a payment for the account of the Security Trustee
                              and not to the Secured Creditor for its own
                              account, and to that extent the liability of the
                              Issuing Trustee to the Secured Creditor will not
                              be reduced by the recovery or payment, other than
                              to the extent of any distribution received by the
                              Secured Creditor under paragraph 12.14(a)(3); and

                        (B)   (without limiting sub-paragraph 12.14(a)(4)(A))
                              immediately on the Secured Creditor making or
                              becoming liable to make a payment under paragraph
                              12.14(a)(2), the Issuing Trustee shall indemnify
                              the Secured Creditor against the payment to the
                              extent that (despite sub-paragraph 12.14(a)(4)(A))
                              its liability has been discharged by the recovery
                              or payment.

            (b)   If a Secured Creditor receives or recovers any Received
                  Moneys, and does not pay that amount to the Security Trustee
                  under clause 12.14(a), the Security Trustee may retain out of
                  amounts which would otherwise be payable to the Secured
                  Creditor under this Deed any amounts which the Security
                  Trustee considers necessary to put all Secured Creditors in
                  the same position as if that Secured Creditor had complied
                  with, or been required to comply with, clause 12.14(a) and the
                  Security Trustee's obligation to apply monies to such Secured
                  Creditor shall be discharged to the extent of such retention.


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Freehills Sydney\005068321                                               page 37
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      12.15 Currency Indemnity

            The Issuing Trustee shall indemnify each Secured Creditor against
            any deficiency which arises whenever, for any reason (including as a
            result of a judgement, order or Insolvency Event):

            (a)   that Secured Creditor receives or recovers an amount in one
                  currency (the Payment Currency) in respect of any amount
                  denominated under a Secured Document in another currency (the
                  Due Currency); and

            (b)   the amount actually received or recovered by that Secured
                  Creditor in accordance with its normal practice when it
                  converts the Payment Currency into the Due Currency is less
                  than the relevant amount of the Due Currency.

--------------------------------------------------------------------------------
13    Remuneration and Indemnification of Security Trustee

      13.1  Fee

            (a)   Upon and from the Charge becoming enforceable, the Security
                  Trustee shall be entitled from the proceeds of the Charged
                  Property by way of remuneration for the Security Trustee's
                  services hereunder to a fee being the time costs of the
                  employees of the Security Trustee during that period for the
                  time spent by such employees relating to the enforcement of
                  the Charge, and any matters incidental thereto, costed at the
                  rate then usually charged by the Security Trustee for the
                  services of such employees to external parties of the Security
                  Trustee.

            (b)   The Security Trustee's fee under sub-clause (a) shall be
                  payable in arrears for a given period on the same dates as the
                  Issuing Trustee's fee under the Master Trust Deed for the
                  Securitisation Fund.

      13.2  Cessation of Fee

            The Security Trustee shall not be entitled to remuneration pursuant
            to clause 13.1 in respect of any period after the Charge Release
            Date.

      13.3  Expenses

            The Issuing Trustee shall from the assets of the Fund pay or
            discharge all costs, charges, liabilities and expenses reasonably
            incurred by the Security Trustee in relation to the preparation and
            execution of this Deed including, but not limited to reasonable
            legal expenses and any stamp and other Taxes or duties paid by the
            Security Trustee in connection with the preparation and execution of
            this Deed.


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Freehills Sydney\005068321                                               page 38
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      13.4  Costs

            All costs, charges and expenses incurred and payments made by the
            Security Trustee in the lawful exercise of its Powers are payable or
            reimbursable by the Issuing Trustee within fourteen days following
            demand by the Security Trustee.

      13.5  Indemnity

            Subject to clause 26, the Issuing Trustee shall indemnify the
            Security Trustee and every or any Receiver, Attorney, or other
            person appointed under this Deed in respect of all liabilities and
            reasonable expenses (including Taxes) properly incurred by it or by
            any person appointed by it or to whom any duties, powers, trusts,
            authorities or discretions may be delegated by it in the execution
            or purported execution of any duties, powers, trusts, authorities or
            discretions vested in it hereby and against all liabilities,
            actions, proceedings, costs, claims and demands in respect of any
            matter or thing properly done or omitted in any way relating hereto.
            Failing due payment in accordance with the preceding provision of
            this clause, the Security Trustee may in priority to any payment to
            the Secured Creditors retain and pay out of any moneys in its hands
            upon the trusts of this Deed the amount of any such liabilities and
            expenses, and also any remuneration outstanding to the Security
            Trustee under this clause 13.

      13.6  Non-Discharge

            Unless otherwise specifically stated in any discharge of the trusts
            of this Deed the provisions of this clause 13 shall continue in full
            force and effect despite such discharge.

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14    Supplemental Security Trustee Provisions

      14.1  Additional Powers, Protections, etc.

            By way of supplement to any Statute regulating the conduct of the
            trusts contained in this Deed and in addition to the powers and
            rights which may from time to time be vested in the Security Trustee
            by the general law it is expressly declared as follows:

            (a)   (Act on Professional Advice): The Security Trustee may act on
                  the opinion or advice of, or information obtained from, any
                  lawyer, valuer, banker, broker, accountant or other expert
                  appointed by the Security Trustee and shall not be responsible
                  to any Interested Person for any loss occasioned by so acting
                  so long as the Security Trustee has exercised good faith in
                  respect of the appointment. Any such opinion, advice or
                  information may be sent or obtained by letter or facsimile
                  transmission and the Security Trustee shall not be liable to
                  any Interested Person for acting in good faith on any opinion,
                  advice or information purporting to be conveyed by such means
                  even though it shall contain some error which is not a
                  manifest error or shall not be authentic.

            (b)   (No Enquiry): The Security Trustee shall not be bound to give
                  notice to any person of the execution hereof or to take any
                  steps to ascertain whether any Event of Default has happened
                  and, until it shall have actual knowledge or shall have
                  express notice to the contrary, the Security Trustee shall be
                  entitled to assume that no such Event of Default has happened
                  and that the Issuing Trustee is performing all its obligations
                  under this Deed and under the Secured Documents, and that all
                  other persons are performing all of the obligations imposed on
                  them under the Transaction Documents.


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Freehills Sydney\005068321                                               page 39
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (c)   (Acts Pursuant to Resolutions): The Security Trustee shall not
                  be responsible for having acted in good faith upon any
                  resolution purporting to have been passed at any meeting of
                  the Secured Creditors in respect whereof minutes have been
                  made and signed even though it may subsequently be found that
                  there was some defect in the constitution of such meeting or
                  the passing of such resolution or that for any reason such
                  resolution was not valid or binding upon the Secured
                  Creditors.

            (d)   (Directors' Certificates): The Security Trustee may call for
                  and may accept as sufficient evidence of any fact or matter or
                  of the expediency of any dealing, transaction, step or thing a
                  certificate signed by any two directors or duly authorised
                  officers of the Issuing Trustee or the Manager as to any fact
                  or matter upon which the Security Trustee may, in the exercise
                  of any of its duties, powers, authorities and discretions
                  hereunder, require to be satisfied or to have information to
                  the effect that in the opinion of the person or persons so
                  certifying any particular dealing, transaction, step or thing
                  is expedient and the Security Trustee shall not be bound to
                  call for further evidence and shall not be responsible for any
                  loss that may be occasioned by acting on any such certificate.

            (e)   (Custody of Documents): The Security Trustee may hold or
                  deposit this Deed and any deed or documents relating hereto or
                  to the Secured Documents with any banker or banking company or
                  entity whose business includes undertaking the safe custody of
                  deeds or documents or with any lawyer or firm of lawyers
                  believed by it to be of good repute and the Security Trustee
                  shall not be responsible for any loss incurred in connection
                  with any such holding or deposit and may pay all sums to be
                  paid on account of or in respect of any such deposit.

            (f)   (Discretion): The Security Trustee shall, as regards all the
                  powers, trusts, authorities and discretions vested in it
                  hereby, have absolute and uncontrolled discretion as to the
                  exercise thereof and shall, subject to clause 14.4, be in no
                  way responsible to any Interested Person or any other person
                  for any loss, costs, damages, expenses or inconvenience which
                  may result from the exercise or non-exercise thereof.

            (g)   (Employ Agents): Wherever it considers it expedient in the
                  interests of the Secured Creditors, the Security Trustee may,
                  instead of acting personally, employ and pay an agent selected
                  by it, whether or not a lawyer or other professional person,
                  to transact or conduct, or concur in transacting or conducting
                  any business and to do or concur in doing all acts required to
                  be done by the Security Trustee (including the receipt and
                  payment of money under this Deed). Any such agent being a
                  lawyer, banker, broker or other person engaged in any
                  profession or business shall be entitled to charge and be paid
                  all usual professional and other charges for business
                  transacted and acts done by him or any partner of his or by
                  his firm in connection with the trusts hereof and also his
                  reasonable charges in addition to disbursements for all other
                  work and business done and all time spent by him or his
                  partners or firm on matters arising in connection herewith
                  including matters which might or should have been attended to
                  in person by a trustee not being a lawyer, banker, broker or
                  other professional person.


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Freehills Sydney\005068321                                               page 40
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (h)   (Delegation): The Security Trustee may whenever it thinks it
                  expedient in the interests of Secured Creditors, delegate to
                  any person or fluctuating body of persons selected by it
                  (including, without limitation, a Related Body Corporate) all
                  or any of the duties, powers, trusts, authorities and
                  discretions vested in the Security Trustee by this Deed. Any
                  such delegation may be by power of attorney or in such other
                  manner as the Security Trustee may think fit and may be made
                  upon such terms and conditions (including power to
                  sub-delegate) as the Security Trustee may think fit. Except
                  for its own fraud, negligence or wilful default, the Security
                  Trustee is not liable for any loss incurred as a result of any
                  fraud, neglect, default or breach of duty by any of its
                  attorneys, agents or delegates provided that each attorney,
                  agent and delegate was, when appointed, appropriately
                  qualified to perform the functions which it was appointed to
                  undertake and was appointed in good faith, except where such
                  attorney, agent or delegate is a Related Body Corporate of the
                  Security Trustee or the Security Trustee expressly directed
                  the relevant attorney, agent or delegate to take or not to
                  take (as applicable) the relevant action (in which case the
                  Security Trustee is liable for the action or inaction of such
                  person).

            (i)   (Disclosure): Subject to this Deed, the Security Trustee may
                  disclose to any Secured Creditor any confidential, financial
                  or other information made available to the Security Trustee by
                  the Issuing Trustee, the Manager, any other Interested Person
                  or any other person in connection with this Deed.

            (j)   (Determination): The Security Trustee, as between itself and
                  the Secured Creditors, shall have full power to determine all
                  questions and doubts arising in relation to any of the
                  provisions of this Deed and every such determination, whether
                  made upon such a question actually raised or implied in the
                  acts or proceedings of the Security Trustee, shall be
                  conclusive and shall bind the Security Trustee and the Secured
                  Creditors.

      14.2  Security Trustee Not Precluded From Entering into Contracts

            The Security Trustee, any Related Body Corporate of the Security
            Trustee and any director or officer of the Security Trustee or of
            any Related Body Corporate of the Security Trustee shall not be
            precluded from subscribing for some or all of the Notes with or
            without a commission or other remuneration or from purchasing or
            otherwise acquiring, holding, dealing in or disposing of Notes, at
            any time from contracting or entering into any financial or other
            transactions with the Issuing Trustee, the Manager or any Related
            Body Corporate thereof or from being interested in any contract or
            transaction or from accepting and holding the office of trustee for
            the holders of any securities or interests of the Issuing Trustee,
            the Manager or any Related Body Corporate thereof and shall not be
            liable to account to any Interested Person for any profit made by it
            or him thereby or in connection therewith, provided that the
            Security Trustee, any Related Body Corporate of the Security Trustee
            and any director or officer of the Security Trustee or any Related
            Body Corporate of the Security Trustee shall, in connection with the
            above mentioned, act in utmost good faith in relation to the
            Interested Person.


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Freehills Sydney\005068321                                               page 41
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      14.3  Duties of the Security Trustee

            The Security Trustee has no duties or responsibilities in its
            capacity as trustee other than those expressly set out in this Deed.

      14.4  Security Trustee Liable for Negligence etc.

            Subject to clause 14.5, nothing in this Deed shall, in any case
            where the Security Trustee has failed to comply with the terms of
            this Deed, or to show the degree of skill, care and diligence
            required of it as Security Trustee (having regard to the provisions
            of this Deed conferring on the Security Trustee any duties, powers,
            trusts, authorities or discretions) relieve or indemnify the
            Security Trustee from or against any liability which would otherwise
            attach to it in respect of any fraud, negligence or wilful default.

      14.5  Reliance on Experts

            The Security Trustee may act upon the opinion or statement or
            certificate or advice of or information obtained from any barrister,
            solicitor, banker, accountant, broker, valuer or other person
            believed by it in good faith to be expert or properly informed in
            relation to the matters upon which they are consulted and the
            Security Trustee shall not be liable for anything done or suffered
            by it in good faith in reliance upon such opinion, statement,
            certificate, advice or information so long as the Security Trustee
            has exercised good faith in respect of the appointment.

      14.6  Information

            The Issuing Trustee and the Manager authorises:

            (a)   the Security Trustee to provide any Secured Creditor; and

            (b)   the Note Trustee and any Paying Agent to provide any Class A
                  Offered Noteholder,

            with any information concerning the Securitisation Fund and Notes
            which may come into the possession of the Security Trustee or the
            Note Trustee (as the case may be). Save for the information which is
            required by any Transaction Document to be provided by it to the
            respective persons referred to in paragraph 14.6(a) or 14.6(b) (as
            the case may be), none of the Security Trustee, Note Trustee or
            Paying Agent need otherwise provide any other person with such
            information.


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Freehills Sydney\005068321                                               page 42
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
15    Retirement and Removal of Security Trustee

      15.1  Retirement

            The Security Trustee may retire at any time upon giving not less
            than three months' notice (or such shorter period as the Manager may
            agree) in writing to the Issuing Trustee, the Note Trustee, each
            Designated Rating Agency and the Manager without assigning any
            reason. The retiring Security Trustee will be responsible for any
            costs incurred as a result of a voluntary retirement.

      15.2  Removal

            The Security Trustee may be removed:

            (a)   by the Manager after prior notice to each Designated Rating
                  Agency if any of the following occurs in relation to the
                  Security Trustee in its personal capacity:

                  (1)   the commencement of the winding up of the Security
                        Trustee;

                  (2)   the appointment of a receiver or administrator or
                        analogous person in respect of the whole or part of the
                        undertaking of the Security Trustee;

                  (3)   the cessation by the Security Trustee of its business;

                  (4)   a compromise or arrangement by the Security Trustee with
                        its creditors;

                  (5)   failure of the Security Trustee to remedy within
                        fourteen days after written notice by the Manager any
                        material breach of duty on the part of the Security
                        Trustee; or

                  (6)   if without the prior written consent of the Manager
                        there occurs:

                        (A)   a change in fifty-one per cent (or such other
                              percentage the Manager may in its absolute
                              discretion determine shall constitute a change in
                              the effective control of the Security Trustee) of
                              the shareholding of the Security Trustee existing
                              at the date of this Deed (whether occurring at one
                              time or through a series or succession of
                              transfers or issues of shares);

                        (B)   a change in the effective management of the
                              Security Trustee as existing at the date of this
                              Deed such that the Security Trustee is no longer
                              able to fulfil its duties and obligations in
                              relation to the Charged Property; or

                        (C)   the establishment by any means of any trust under
                              which any third party becomes a beneficial owner
                              of any of the Security Trustee's rights under this
                              Deed,

                        and the determination of the Manager (acting bona fide
                        and reasonably) that any of these matters has occurred
                        shall be conclusive; and


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Freehills Sydney\005068321                                               page 43
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (b)   at any time by an Extraordinary Resolution of the Voting
                  Secured Creditors.

      15.3  Appointment

            The power of appointing a new Security Trustee shall be vested in
            the Manager but no person shall be so appointed who shall not have
            previously been approved by an Extraordinary Resolution of the
            Voting Secured Creditors. Any appointment of a new Security Trustee
            shall as soon as practicable thereafter be notified by the Manager
            to the Secured Creditors.

      15.4  Retirement or Removal Effective

            (a)   Subject to clause 15.4(b)), the retirement or removal of the
                  Security Trustee shall not become effective until a new
                  Security Trustee is appointed and the Manager has received
                  confirmation by the Designated Rating Agencies that such
                  appointment will not cause a downgrading, qualification or
                  withdrawal of the then current ratings of the Notes.

            (b)   If the Security Trustee gives notice pursuant to clause 15.1
                  and no new Security Trustee have been appointed by the Manager
                  prior to the expiry of this notice, the retirement of the
                  Security Trustee shall become effective upon expiry of the
                  notice given under clause 15.1 and the Manager shall act as an
                  interim Security Trustee until the new Security Trustee has
                  been appointed and the Manager has received confirmation by
                  the Designated Rating Agencies that such appointment will not
                  cause a downgrading, qualification or withdrawal of the then
                  current ratings of the Notes.

      15.5  Vesting of Property in Security Trustee

            The new Security Trustee shall forthwith upon appointment execute a
            deed in such form as the Manager may reasonably require whereby such
            new Security Trustee undertakes to the Secured Creditors jointly and
            severally to be bound by all the covenants and obligations on the
            part of the outgoing Security Trustee under this Deed from the date
            of such appointment and from such date the outgoing Security Trustee
            will be absolved and released from all such covenants and
            obligations under this Deed in respect thereof (save in respect of
            any antecedent fraud, negligence or wilful default) and the new
            Security Trustee will and may thereafter exercise all the powers and
            enjoy all the rights and will be subject to all the duties and
            obligations of the Security Trustee under this Deed in respect
            thereof as fully as though the new Security Trustee had been
            originally named as a party to this Deed.

      15.6  Retention of Lien

            Notwithstanding any release of the outgoing Security Trustee under
            this clause, the outgoing Security Trustee shall remain entitled to
            the benefit of the indemnities granted by this Deed to the outgoing
            Security Trustee in respect of any liability, cost or other
            obligation incurred by it whilst acting as Security Trustee, as if
            it were still the Security Trustee under this Deed.


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Freehills Sydney\005068321                                               page 44
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
16    Meetings of Secured Creditors

      16.1  Meetings Regulated by the Schedule

            The provisions of the Schedule shall apply to all meetings of
            Secured Creditors and to the passing of resolutions thereat.

      16.2  Limitation on Security Trustee's Powers

            Save as provided for in this Deed, the Security Trustee shall not
            assent or give effect to any matter which a meeting of Secured
            Creditors is empowered by Extraordinary Resolution to do, unless the
            Security Trustee has previously been authorised to do so by an
            Extraordinary Resolution of Voting Secured Creditors.

      16.3  Security Trustee rights

            (a)   Despite any other provision of this Deed, for so long as the
                  Noteholder Secured Creditors are the only Voting Secured
                  Creditors they may direct the Security Trustee to do any act
                  or thing which the Security Trustee is required to do, or may
                  only do, at the direction of an Extraordinary Resolution of
                  Voting Secured Creditors including those acts or things
                  referred to in clause 12 of Schedule 1 and the Security
                  Trustee shall, subject to this Deed, comply with such
                  direction of the Noteholder Secured Creditors.

            (b)   Neither the Security Trustee nor the Manager may call a
                  meeting of Voting Secured Creditors while the Noteholder
                  Secured Creditors are the only Voting Secured Creditors,
                  unless the Noteholder Secured Creditors otherwise consent.

            (c)   Despite any other provision of this Deed, at any time while an
                  Event of Default subsists:

                  (1)   if the Noteholder Secured Creditors are not the only
                        Voting Secured Creditors; and

                  (2)   if Noteholder Secured Creditors direct the Security
                        Trustee to enforce the Charge (whether in the case of
                        the Note Trustee directed to do so by the Class A
                        Offered Noteholders or as it determines on behalf of the
                        Class A Offered Noteholders),

                  the Security Trustee shall enforce the Charge under clause 7.2
                  as if directed to do so by an Extraordinary Resolution of
                  Voting Secured Creditors and clause 16.3(a) shall apply as if
                  the Noteholder Secured Creditors were the only Voting Secured
                  Creditors.

            (d)   The Security Trustee shall not be liable to any Secured
                  Creditor for acting, or not acting, on the directions of the
                  Noteholder Secured Creditors except where in so doing the
                  Security Trustee engages in any fraud, negligence or wilful
                  default.

            (e)   Any reference to the Noteholder Secured Creditors where:

                  (1)   they are the only Voting Secured Creditors; or


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 45
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (2)   where the consent of the Noteholder Secured Creditors is
                        required under this Deed in relation to a discretion or
                        act of the Security Trustee,

                  means so many of the Noteholder Secured Creditors who
                  represent more than 50% of the aggregate of the Invested
                  Amount of the Class A Notes and the Class B Notes each
                  calculated and expressed in the A$ Equivalent.

--------------------------------------------------------------------------------
17    Continuing Security and Releases

      17.1  Liability Preserved

            Notwithstanding any payout figure quoted or other form of account
            stated by the Security Trustee and notwithstanding the rule in
            Groongal Pastoral Company Limited (In Liquidation) v. Falkiner
            (1924) 35 CLR 157, no grant of full or partial satisfaction of or
            discharge from this Deed by the Security Trustee shall release the
            Issuing Trustee hereunder until all the Secured Moneys have in fact
            been received by the Security Trustee and are not liable for
            whatever reason to be disgorged notwithstanding that such quotation
            or statement of account may have arisen from the mistake,
            negligence, error of law or error of fact of the Security Trustee
            its servants or agents.

      17.2  Issuing Trustee's Liability Not Affected

            This Deed and the liability of the Issuing Trustee hereunder shall
            not be affected or discharged by any of the following:

            (a)   (Indulgence): the granting to the Issuing Trustee or to any
                  other person of any time or other indulgence or consideration;

            (b)   (Delay in Recovery): the Security Trustee failing or
                  neglecting to recover by the realisation of any other security
                  or otherwise any of the Secured Moneys;

            (c)   (Laches): any other laches, acquiescence, delay, act, omission
                  or mistake on the part of the Security Trustee or any other
                  person; or

            (d)   (Release): the release, discharge, abandonment or transfer
                  whether wholly or partially and with or without consideration
                  of any other security judgment or negotiable instrument held
                  from time to time or recovered by the Security Trustee from or
                  against the Issuing Trustee or any other person.

      17.3  Waiver by Issuing Trustee

            The Issuing Trustee hereby waives in favour of the Security Trustee:

            (a)   all rights whatsoever against the Security Trustee and any
                  other person estate or assets so far as necessary to give
                  effect to anything in this Deed;

            (b)   promptness and diligence on the part of the Security Trustee
                  and any other requirement that the Security Trustee take any
                  action or exhaust any right against any other person before
                  enforcing this Deed; and


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 46
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (c)   all rights inconsistent with the provisions of this Deed
                  including any rights as to contribution or subrogation which
                  the Issuing Trustee might otherwise be entitled to claim or
                  enforce.

      17.4  No Notice or Enforcement

            It shall not be incumbent on the Security Trustee to give any notice
            of the Charge to any debtors of the Issuing Trustee or to any
            purchaser or any other person whomsoever or, subject to this Deed,
            to enforce payment of any moneys payable to the Issuing Trustee or
            to realise any of the Charged Property or to take any steps or
            proceedings for that purpose unless the Security Trustee thinks fit
            to do so.

      17.5  No Liability for Loss

            The Security Trustee shall not nor shall any Receiver be liable or
            otherwise accountable for any omission delay or mistake or any loss
            or irregularity in or about the exercise, attempted exercise
            non-exercise or purported exercise of any of the powers of the
            Security Trustee or of the Receiver except for actual fraud,
            negligence or wilful default.

      17.6  No Liability to Account

            Neither the Security Trustee nor any Receiver shall by reason of the
            Security Trustee or the Receiver entering into possession of the
            Charged Property or any part thereof be liable to account as
            mortgagee or chargee in possession or for anything except actual
            receipts or be liable for any loss upon realisation or for any
            default, omission, delay or mistake for which a mortgagee or chargee
            in possession might be liable.

      17.7  Indemnity Regarding Exercise of Powers

            Without prejudice to the right of indemnity given to trustees by
            law, each of the Security Trustee and the Receiver shall be entitled
            to be indemnified out of the Charged Property in respect of all
            costs expenses liabilities and losses incurred by it in the
            execution or purported execution of the provisions hereof or of any
            of the powers vested in it pursuant to this Deed, including
            liabilities and expenses consequent upon any mistake, oversight,
            error of judgment or want of prudence on the part of the Security
            Trustee or the Receiver and against all actions, proceedings, costs,
            claims and demands in respect of any matter or thing done or omitted
            in any way relating to the Charged Property unless any of the
            foregoing is due to actual fraud, negligence or wilful default of
            the Security Trustee and the Security Trustee may obtain and pay out
            of any moneys in its possession arising from the trusts or powers of
            this Deed all sums necessary to effect such indemnity.

      17.8  No Conflict

            The Security Trustee and any Receiver may exercise any power under
            this Deed notwithstanding that the exercise of that power involves a
            conflict between any duty owed to the Issuing Trustee by the
            Security Trustee or such Receiver and:

            (a)   any duty owed by the Security Trustee or Receiver to any other
                  person; or

            (b)   the interests of the Security Trustee or Receiver.


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Freehills Sydney\005068321                                               page 47
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      17.9  Contract Involving Conflict of Duty

            Any contract which involves any such conflict of duty or interest
            shall not be void or voidable by virtue of any such conflict of duty
            or interest nor shall the Security Trustee or Receiver be liable to
            account to the Issuing Trustee or any other person for any moneys
            because of any such conflict of interest or duty.

      17.10 Benefit for Receiver etc.

            The Security Trustee shall be deemed to have accepted the benefit of
            this clause 17 as agent for the Receiver and any attorney, agent or
            other person appointed hereunder or by the Security Trustee who are
            not parties to this Deed and the Security Trustee shall hold the
            benefit of such provisions on trust for the benefit of those
            grantees.

--------------------------------------------------------------------------------
18    Assurance

      18.1  Further Assurance

            The Issuing Trustee shall procure that all persons having or
            claiming any estate or interest in the Charged Property or any part
            thereof shall from time to time and at all times hereafter upon the
            request of the Security Trustee and at the cost of the Issuing
            Trustee, make do and execute or cause to be made, done and executed
            all such acts, deeds and assurances whatsoever for more
            satisfactorily securing to the Security Trustee the payment of the
            Secured Moneys or for assuring or more satisfactorily assuring the
            Charged Property to the Security Trustee or as the Security Trustee
            may direct and in particular shall, whenever requested by the
            Security Trustee so to do, execute in favour of the Security Trustee
            such legal mortgages transfers assignments or other assurances of
            all or any part of the Charged Property in such form and containing
            such powers and provisions as the Security Trustee shall require.

      18.2  Postponement or Waiver of Encumbrances

            The Manager and the Issuing Trustee shall if required by the
            Security Trustee forthwith cause:

            (a)   any Encumbrance (other than the Prior Interest) which has
                  arisen or which arises from time to time by operation of law
                  over the Charged Property in favour of any person including
                  the Issuing Trustee to be at the Security Trustee's option
                  postponed in all respects after and subject to this Deed or to
                  be otherwise discharged released or terminated; and

            (b)   any borrowing or other obligation secured by any such
                  Encumbrance at the Security Trustee's option to be waived
                  released paid or performed.


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Freehills Sydney\005068321                                               page 48
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
19    Payments

      19.1  Moneys Repayable as Agreed or on Demand

            In the absence of any agreement to the contrary, the Secured Moneys
            shall following the occurrence of an Event of Default be payable by
            the Issuing Trustee to the Security Trustee in Dollars immediately
            upon demand by the Security Trustee.

      19.2  No Set-Off or Deduction

            All payments by the Issuing Trustee of any moneys forming part of
            the Secured Moneys shall be free of any set-off or counterclaim and
            without deduction or withholding for any present or future Taxes
            unless the Issuing Trustee is compelled by law to deduct or withhold
            the same.

--------------------------------------------------------------------------------
20    Discharge of the Charge

      20.1  Release

            Upon the Manager providing a certificate to the Security Trustee
            stating that all Secured Moneys have been paid in full and that all
            the obligations have been performed, observed and fulfilled,
            including that all costs, charges, moneys and expenses incurred by
            or payable to or at the direction of the Security Trustee, the
            Receiver or any attorney appointed hereunder in respect of the
            Securitisation Fund have been paid (upon which certificate, the
            Security Trustee may rely conclusively) and upon adequate provision
            having been made to the reasonable satisfaction of the Security
            Trustee of all costs, charges, moneys and expenses reasonably likely
            thereafter to be incurred by or payable to or at the direction of
            the Security Trustee, the Receiver or any attorney appointed
            hereunder in respect of the Securitisation Fund, then the Security
            Trustee shall, subject to clause 20.2, at the request of the Manager
            or the Issuing Trustee, and at the cost of the Issuing Trustee,
            release the Charged Property from the Charge and this Deed.

      20.2  Contingent Liabilities

            The Security Trustee shall be under no obligation to grant a release
            of the Charge or this Deed in respect of the Securitisation Fund
            unless at the time such release is sought:

            (a)   none of the Secured Moneys in respect of the Securitisation
                  Fund are contingently or prospectively owing except where
                  there is no reasonable likelihood of the contingent or
                  prospective event occurring; and

            (b)   the Security Trustee has no contingent or prospective
                  liabilities in respect of the Securitisation Fund whether or
                  not there is any reasonable likelihood of such liabilities
                  becoming actual liabilities in respect of any bills, notes,
                  drafts, cheques, guarantees, letters of credit or other
                  instruments or documents issued, drawn, endorsed or accepted
                  by the Security Trustee for the account or at the request of
                  the Issuing Trustee for the Securitisation Fund.


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Freehills Sydney\005068321                                               page 49
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      20.3  Charge Reinstated

            If any claim is made by any person that any moneys applied in
            payment or satisfaction of the Secured Moneys must be repaid or
            refunded under any law (including, without limit, any law relating
            to preferences, bankruptcy, insolvency or the winding up of bodies
            corporate) and the Charge has already been discharged, the Issuing
            Trustee shall, at the Issuing Trustee's expense, promptly do,
            execute and deliver, and cause any relevant person to do, execute
            and deliver, all such acts and instruments as the Security Trustee
            may require to reinstate this Charge and this clause shall survive
            the discharge of the Charge unless the Security Trustee agrees
            otherwise in writing.

--------------------------------------------------------------------------------
21    Amendment

      21.1  Amendment by Security Trustee

            The Security Trustee, the Note Trustee and the Issuing Trustee may,
            following the giving of at least 5 Banking Days' notice to each
            Designated Rating Agency, and with the written approval of the
            Manager and subject to clause 16.3, (and, if the proposed
            alteration, addition or modification is or is likely to be
            prejudicial to their interests) the Noteholder Secured Creditors by
            way of supplemental deed alter, add to or modify this Deed
            (including this clause 21) so long as such alteration, addition or
            modification is:

            (a)   to correct a manifest error or ambiguity or is of a formal,
                  technical or administrative nature only;

            (b)   in the opinion of the Security Trustee necessary to comply
                  with the provisions of any Statute or regulation or with the
                  requirements of any Governmental Authority;

            (c)   in the opinion of the Security Trustee appropriate or
                  expedient as a consequence of an amendment to any Statute or
                  regulation or altered requirements of any Government Agency
                  (including, without limitation, an alteration, addition or
                  modification which is in the opinion of the Security Trustee
                  appropriate or expedient as a consequence of the enactment of
                  a Statute or regulation or an amendment to any Statute or
                  regulation or ruling by the Commissioner or Deputy
                  Commissioner of Taxation or any governmental announcement or
                  statement, in any case which has or may have the effect of
                  altering the manner or basis of taxation of trusts generally
                  or of trusts similar to the Securitisation Fund);

            (d)   in the opinion of the Security Trustee neither prejudicial nor
                  likely to be prejudicial to the interests of the Secured
                  Creditors as a whole or any class of Secured Creditors; or

            (e)   such that it does not adversely affect the rating of the Notes
                  by each Designated Rating Agency in respect of the
                  Securitisation Fund and the Notes.


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Freehills Sydney\005068321                                               page 50
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      21.2  Amendment with Consent

            Where in the opinion of the Security Trustee a proposed alteration,
            addition or modification to this Deed, save and except an
            alteration, addition or modification referred to in clause 21.1, is
            prejudicial or likely to be prejudicial to the interests of Secured
            Creditors as a whole or any class of Secured Creditors, the Security
            Trustee and the Trustee may make such alteration, addition or
            modification if sanctioned by an Extraordinary Resolution of the
            Voting Secured Creditors or relevant class of Secured Creditors (as
            the case requires).

      21.3  Distribution of Amendments

            The Manager shall distribute to all Secured Creditors and each
            Designated Rating Agency a copy of any amendment made pursuant to
            clause 21.1 or 21.2 as soon as reasonably practicable after the
            amendment has been made.

--------------------------------------------------------------------------------
22    Expenses, Stamp Duties and Registration

      22.1  Expenses

            The Issuing Trustee shall on demand reimburse the Security Trustee
            and the Note Trustee for and keep the Security Trustee and the Note
            Trustee indemnified against all expenses including legal costs and
            disbursements (on a solicitor/own client basis) incurred by the
            Security Trustee and the Note Trustee in connection with:

            (a)   the preparation and execution of this Deed and any subsequent
                  consent, agreement, approval or waiver hereunder or amendment
                  hereto;

            (b)   the exercise, enforcement, preservation or attempted exercise
                  enforcement or preservation of any rights under this Deed
                  including without limitation any expenses incurred in the
                  evaluation of any matter of material concern to the Security
                  Trustee;

            (c)   any enquiry by a Government Agency concerning the Issuing
                  Trustee or the Charged Property or a transaction or activity
                  the subject of the Secured Documents; and

            (d)   the compliance by the Security Trustee with its obligations
                  under clause 25.21

      22.2  Stamp Duties

            (a)   Except to the extent contemplated by clause 3.4 of the Note
                  Trust Deed, the Issuing Trustee shall pay (and reimburse each
                  Secured Creditor for any such amounts paid by it) all stamp,
                  loan, transaction, registration and similar Taxes including
                  fines and penalties, financial institutions duty and federal
                  debits tax which may be payable to or required to be paid by
                  any appropriate authority or determined to be payable in
                  connection with the execution, delivery, performance or
                  enforcement of this Deed or any payment, receipt or other
                  transaction contemplated herein.


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 51
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (b)   The Issuing Trustee shall indemnify the Security Trustee and
                  the Note Trustee against any loss or liability incurred or
                  suffered by it as a result of the delay or failure by the
                  Issuing Trustee to pay such Taxes.

      22.3  Registration

            The Issuing Trustee shall at its own expense ensure that this Deed
            is registered to the extent and within such time limits as may be
            prescribed by law so as to ensure the full efficacy of this Deed as
            a security to the Security Trustee in all jurisdictions in which any
            part of the Charged Property may now or at any time during the
            continuance of this Deed be located, in which the Issuing Trustee
            may carry on any business or in which the Issuing Trustee is or may
            become resident or registered.

      22.4  Goods and services tax in relation to the Security Trustee

            (a)   The fees payable to the Security Trustee referred to in clause
                  13.1 are exclusive of GST.

            (b)   In relation to any supply by the Security Trustee under this
                  deed, the fee payable will be adjusted:

                  (1)   by the net increase or decrease in the costs to the
                        Security Trustee of making the supply arising from the
                        New Tax System Changes (including any GST payable on the
                        supply); and

                  (2)   to take into account any changes in the rate of GST
                        payable pursuant to the A New Tax System (Goods and
                        Services Tax Imposition - General) Act 1999.

                  The Security Trustee may not exercise its rights under this
                  clause 22.4(b) unless it has received a confirmation from each
                  Designated Rating Agency (if any) confirming the rating given
                  by it in respect of the Notes. Such confirmation may be given
                  prior to the issue of the Notes but no subsequent adjustment
                  may be made until a further confirmation has been obtained.

            (c)   If the Security Trustee is entitled under this deed to be
                  reimbursed or indemnified by any other party for a liability,
                  loss cost or expense incurred in connection with this deed,
                  the reimbursement or indemnity payment must not include any
                  GST component of the cost or expense for which an input tax
                  credit may be properly claimed by the party entitled to be
                  reimbursed or indemnified, or by its representative member.

            (d)   For the purposes of this clause New Tax System Changes means:

                  (1)   the amendment of the Sales Tax (Exemption and
                        Classifications) Act 1992 made by the A New Tax System
                        (Goods and Services Tax Transition) Act 1999;

                  (2)   the ending of sales tax, as provided for in the A New
                        Tax System (End of Sales Tax) Act 1999;

                  (3)   the imposition of the GST; and


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Freehills Sydney\005068321                                               page 52
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (4)   any other changes (including changes to Commonwealth,
                        State or Territory laws) prescribed by the Trade
                        Practices Regulations for the purposes of the definition
                        of New Tax System Changes in Trade Practices Act 1974.

      22.5  Indemnity

            Subject to this Deed and without prejudice to any right of indemnity
            given by law, the Security Trustee, the Manager, the Note Trustee,
            the Receiver or attorney or other person appointed under this Deed
            (including, without limitation, any person appointed by the Security
            Trustee, the Manager, the Note Trustee or the Receiver or any person
            to whom any duties, powers, trusts, authorities or discretions may
            be delegated by the Security Trustee, the Manager, the Note Trustee
            or the Receiver) ('appointee') will be indemnified by the Issuing
            Trustee against all loss, liabilities and expenses reasonably and
            properly incurred by the Security Trustee, the Manager, the Note
            Trustee, the Receiver, attorney or appointee (as the case may be) in
            the execution or purported execution of any duties, powers, trusts,
            authorities or discretions vested in such persons pursuant to this
            Deed, including, without limitation, all liabilities and expenses
            consequent upon any mistake or oversight, error of judgment or want
            of prudence on the part of such persons and against all actions,
            proceedings, costs, claims and demands in respect of any matter or
            thing properly done or omitted in any way relating to this Deed,
            unless any of the foregoing is due to actual fraud, negligence or
            wilful default on the part of the Security Trustee, the Manager, the
            Note Trustee, the Receiver, attorney or appointee (as the case may
            be). The Security Trustee may in priority to any payment to the
            Secured Creditors retain and pay out of any moneys in its hands upon
            the trusts of this Deed all sums necessary to effect such indemnity
            including, without limitation, the amount of any such liabilities
            and expenses, and also any remuneration outstanding to the Security
            Trustee under clause 13.1.

--------------------------------------------------------------------------------
23    Governing Law and Jurisdiction

      23.1  Governing Law

            This Deed shall be governed by and construed in accordance with the
            laws of the State of New South Wales.

      23.2  Jurisdiction

            (a)   The Issuing Trustee, the Security Trustee, the Manager and the
                  Secured Creditors each irrevocably submits to and accepts
                  generally and unconditionally the non-exclusive jurisdiction
                  of the Courts and appellate Courts of the State of New South
                  Wales with respect to any legal action or proceedings which
                  may be brought at any time relating in any way to this Deed.

            (b)   The Issuing Trustee, the Security Trustee, the Manager and the
                  Secured Creditors each irrevocably waives any objection it may
                  now or in the future have to the venue of any such action or
                  proceedings and any claim it may now or in the future have
                  that any such action or proceedings have been brought in an
                  inconvenient forum.


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Freehills Sydney\005068321                                               page 53
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                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
24    Notices

      24.1  Service of Notices

            Every notice or other communication of any nature whatsoever
            required to be served given or made under or arising from this Deed:

            (a)   shall be in writing in order to be valid;

            (b)   shall be deemed to have been duly served, given or made to a
                  person if it is:

                  (1)   in the case of a party to this Deed:

                        (A)   delivered to the address of that party;

                        (B)   posted by prepaid post to such address; or

                        (C)   sent by facsimile to the facsimile number of that
                              party; or

                  (2)   in the case of a Bondholder: delivered or posted by
                        pre-paid mail to the address of such Bondholder then
                        appearing on the Register;

            (c)   shall be sufficient if executed by the party giving serving or
                  making the same or on its behalf by any attorney, director,
                  secretary other duly authorised officer or solicitor of such
                  party; and

            (d)   shall be deemed to be given, served or made:

                  (1)   (in the case of prepaid registered post within
                        Australia) within 3 Banking Days of posting;

                  (2)   (in the case of prepaid international registered post)
                        within 7 Banking Days of posting;

                  (3)   (in the case of facsimile) on receipt of a transmission
                        report confirming successful receipt at the conclusion
                        of the transmission; and

                  (4)   (in the case of delivery by hand) on delivery.

      24.2  Addresses

            The address and facsimile number of each of the Security Trustee,
            the Note Trustee, the Issuing Trustee and the Manager for the
            purposes of clause 24.1 shall be as follows until the party
            concerned notifies in writing all other parties hereto of any
            variation thereto:

            Issuing Trustee

                 Address:       Perpetual Limited
                                Level 12, 123 Pitt Street
                                Sydney NSW 2000

                 Facsimile No:  (02) 9221 0920


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Freehills Sydney\005068321                                               page 54
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                 Attention:   Head of Debt Markets/Manager - Securitisation

            Manager

                 Address:     ME Portfolio Management Limited
                              Level 23, 360 Collins Street, Melbourne, VIC, 3000

                 Facsimile No:(03) 9605 6200

                 Attention:   Manager - Capital Markets

            Security Trustee

                 Address:     Perpetual Trustee Company Limited
                              Level 12, 123 Pitt Street, Sydney, NSW 2000

                 Facsimile No:(02) 9221 0920

                 Attention:   Head of Debt Markets/Manager - Securitisation

            Note Trustee

                 Address:     The Bank of New York
                              101 Barclay Street,
                              Floor 21 West, New York, NY
                              United States of America

                 Facsimile No:(0011) 1 212 815 5915

                 Attention:   Global Structured Finance

--------------------------------------------------------------------------------
25    Miscellaneous

      25.1  Assignments

            Subject to clause 15, neither the Issuing Trustee nor the Security
            Trustee shall assign any of its rights or obligations hereunder
            without the prior written consent of the Manager, the Note Trustee
            and each Designated Rating Agency.

      25.2  Certificate of Security Trustee

            A certificate in writing signed by an officer of the Security
            Trustee certifying the amount payable by the Issuing Trustee to the
            Security Trustee or to the Secured Creditors or stating any other
            act, matter or thing relating to this Deed shall be conclusive and
            binding on the Issuing Trustee in the absence of manifest error on
            the face of the certificate.

      25.3  Continuing Obligation

            This Deed shall be a continuing obligation notwithstanding any
            settlement of account intervening payment express or implied
            revocation or any other matter or thing whatsoever until a final
            discharge thereof has been given to the Issuing Trustee.


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Freehills Sydney\005068321                                               page 55
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      25.4  Settlement Conditional

            Any settlement or discharge between the Issuing Trustee and the
            Security Trustee shall be conditional upon any security or payment
            given or made to the Security Trustee by the Issuing Trustee or any
            other person in relation to the Secured Documents or the Secured
            Moneys not being avoided repaid or reduced by virtue of any
            provision or enactment relating to bankruptcy insolvency or
            liquidation for the time being in force and, in the event of any
            such security or payment being so avoided repaid or reduced the
            Security Trustee shall be entitled to recover the value or amount of
            such security or payment avoided, repaid or reduced from the Issuing
            Trustee subsequently as if such settlement or discharge had not
            occurred.

      25.5  No Merger

            Neither this Deed nor any of the Security Trustee's or the
            Receiver's powers shall merge or prejudicially affect nor be merged
            in or prejudicially affected by and the Issuing Trustee's
            obligations hereunder shall not in any way be abrogated or released
            by any other security any judgment or order any contract any cause
            of action or remedy or any other matter or thing now or hereafter
            existing in respect of the Secured Moneys.

      25.6  Interest on Judgment

            If a liability under this Deed (other than a liability for
            negligence, fraud or wilful default of the Issuing Trustee under the
            Secured Documents) becomes merged in a judgment or order then the
            Issuing Trustee as an independent obligation shall pay interest to
            the Security Trustee on the amount of that liability at a rate being
            the higher of the rate payable pursuant to the judgment or order and
            the highest rate payable on the Secured Moneys from the date it
            becomes payable until it is paid.

      25.7  No Postponement

            The Security Trustee's rights under this Deed shall not be
            discharged, postponed or in any way prejudiced by any subsequent
            Encumbrance nor by the operation of the rules known as the rule in
            Hopkinson v Rolt or the rule in Claytons Case.

      25.8  Severability of Provisions

            Any provision of this Deed which is illegal void or unenforceable
            shall be ineffective to the extent only of such illegality voidness
            or unenforceability without invalidating the remaining provisions
            hereof.

      25.9  Remedies Cumulative

            The rights and remedies conferred by this Deed upon the Security
            Trustee and the Receiver are cumulative and in addition to all other
            rights or remedies available to the Security Trustee or the Receiver
            by Statute or by general law.

      25.10 Waiver

            A failure to exercise or enforce or a delay in exercising or
            enforcing or the partial exercise or enforcement of any right remedy
            power or privilege hereunder by the Security Trustee shall not in
            any way preclude or operate as a waiver of any further exercise or
            enforcement thereof or the exercise or enforcement of any other
            right remedy power or privilege hereunder or provided by law.


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Freehills Sydney\005068321                                               page 56
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      25.11 Consents and Approvals

            Where any act matter or thing hereunder depends on the consent or
            approval of the Security Trustee then unless expressly provided
            otherwise herein such consent or approval may be given or withheld
            in the absolute and unfettered discretion of the Security Trustee
            and may be given subject to such conditions as the Security Trustee
            thinks fit in its absolute and unfettered discretion.

      25.12 Written Waiver, Consent and Approval

            Any waiver consent or approval given by the Security Trustee under
            this Deed shall only be effective and shall only bind the Security
            Trustee if it is given in writing or given verbally and subsequently
            confirmed in writing and executed by the Security Trustee or on its
            behalf by an officer for the time being of the Security Trustee.

      25.13 Time of Essence

            Time is of the essence in respect of the Issuing Trustee's
            obligations hereunder.

      25.14 Moratorium Legislation

            To the fullest extent permitted by law, the provisions of all
            Statutes operating directly or indirectly:

            (a)   to lessen or otherwise to vary or affect in favour of the
                  Issuing Trustee any obligation under this Deed; or

            (b)   to delay or otherwise prevent or prejudicially affect the
                  exercise of any powers conferred on the Security Trustee or
                  the Receiver under this Deed,

            are hereby expressly waived negatived and excluded.

      25.15 Debit Accounts

            The Issuing Trustee authorises the Security Trustee at any time
            after the Charge becomes enforceable pursuant to the provisions of
            this Deed, to apply without prior notice any credit balance whether
            or not then due to which the Issuing Trustee is at any time entitled
            on any account at any office of the Security Trustee in or towards
            satisfaction of any sum then due and unpaid from the Issuing Trustee
            to the Security Trustee under this Deed or on any other account
            whatsoever and the Issuing Trustee further authorises the Security
            Trustee without prior notice to set-off any amount owing whether
            present or future actual contingent or prospective and on any
            account whatsoever by the Security Trustee to the Issuing Trustee
            against any of the Secured Moneys. The Security Trustee shall not be
            obliged to exercise any of its rights under this clause, which shall
            be without prejudice and in addition to any right of set-off
            combination of accounts lien or other right to which it is at any
            time otherwise entitled whether by operation of law contract or
            otherwise.


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Freehills Sydney\005068321                                               page 57
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

      25.16 Binding on Each Signatory

            This Deed shall bind each of the signatories hereto notwithstanding
            that any one or more of the named parties hereto does not execute
            this Deed, that there is any invalidity forgery or irregularity
            touching any execution hereof or that this Deed is or becomes
            unenforceable void or voidable against any such named party.

      25.17 Counterparts

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

      25.18 Certificate of amount of Secured Moneys etc

            A certificate signed by a director, secretary or manager of the
            Security Trustee will be sufficient evidence against the Issuing
            Trustee and the Secured Creditors, in the absence of manifest error
            or proof to the contrary:

            (a)   as to the amount of the Secured Moneys stated in the
                  certificate;

            (b)   that a person specified in that certificate is a Secured
                  Creditor;

            (c)   that a document specified in the certificate is a Secured
                  Document; and

            (d)   that the Security Trustee is of the opinion stated in the
                  certificate.

      25.19 Attorneys

            Each of the attorneys executing this Deed states that the attorney
            has no notice of the revocation of the power of attorney appointing
            that attorney.

      25.20 Know Your Customer

            Subject to any confidentiality, privacy or general trust law
            obligations owed by the Note Trustee or the Issuing Trustee to
            Bondholders and any applicable confidentiality or privacy laws, each
            party hereto (the "Information Provider") agrees to provide any
            information and documents reasonably required by another party
            hereto (the "Information Receiver") for the Information Receiver to
            comply with any applicable anti-money laundering or
            counter-terrorism financing laws including, without limitation, any
            laws imposing "know your customer" or other identification checks or
            procedures on a party, but only to the extent that such information
            is in the possession of, or otherwise readily available to, the
            Information Provider. Any Information Receiver receiving information
            and documents pursuant to this clause 25.20 agrees to utilize such
            information and documents solely for the purpose of complying with
            applicable anti-money laundering or counter-terrorism financing
            laws.

      25.21 Compliance with Regulation AB

            Each party to this Deed acknowledges and agrees that to the extent
            it agrees with the Manager (or, in the case of the Manager,
            determines) that such party is "participating in the servicing
            function" in relation to the Securitisation Fund within the meaning
            of Item 1122 of Regulation AB, clauses 2.05 and 2.06(b) of the Side
            Letter to the Mortgage Origination and Management Agreement will
            apply to this agreement as if references to "the Mortgage Manager"
            in those clauses were references to that party in the relevant
            capacity and the definition of "Subcontractor" in clause 1.01 of the
            Side Letter to the Mortgage Origination and Management Agreement
            will be construed accordingly.


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Freehills Sydney\005068321                                               page 58
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
26    Trustees' liability

      26.1  Limitation on Issuing Trustee's liability

            (a)   Clause 26 of the Master Trust Deed applies to the obligations
                  and liabilities of the Issuing Trustee and the Manager under
                  this deed.

            (b)   The Issuing Trustee enters into the Transaction Documents and
                  issues the Notes in its capacity as trustee of the
                  Securitisation Fund and in no other capacity (except where the
                  Transaction Documents provide otherwise). Subject to clause
                  26.1(d) below, a liability arising under or in connection with
                  the Notes, the Transaction Documents or the Securitisation
                  Fund is limited to and can be enforced against the Issuing
                  Trustee only to the extent to which it can be satisfied out of
                  the assets and property of the Securitisation Fund which are
                  available to satisfy the right of the Issuing Trustee to be
                  exonerated or indemnified for the liability. This limitation
                  of the Issuing Trustee's liability applies despite any other
                  provision of the Transaction Documents (other than clause 12.1
                  of the Note Trust Deed) and extends to all liabilities and
                  obligations of the Issuing Trustee in any way connected with
                  any representation, warranty, conduct, omission, agreement or
                  transaction related to the Notes, the Transaction Documents or
                  the Securitisation Fund.

            (c)   Subject to clause 26.1(d) below, no person (including any
                  Relevant Party) may take action against the Issuing Trustee in
                  any capacity other than as trustee of the Securitisation Fund
                  or seek the appointment of a receiver (except in relation to
                  property of the Securitisation Fund), or a liquidator, an
                  administrator or any similar person to the Issuing Trustee or
                  prove in any liquidation, administration or arrangement of or
                  affecting the Issuing Trustee except in relation to the assets
                  of the Securitisation Fund.

            (d)   The provisions of this clause 26.1 shall not apply to any
                  obligation or liability of the Issuing Trustee to the extent
                  that it is not satisfied because under a Transaction Document
                  or by operation of law there is a reduction in the extent of
                  the Issuing Trustee's indemnification or exoneration out of
                  the assets of the Securitisation Fund, as a result of the
                  Issuing Trustee's fraud, negligence or wilful default and will
                  not apply to any obligation or liability of the Issuing
                  Trustee to pay amounts from its personal funds pursuant to
                  clause 12.1 of the Note Trust Deed.

            (e)   It is acknowledged that the Relevant Parties are responsible
                  under this deed or the other Transaction Documents for
                  performing a variety of obligations relating to the
                  Securitisation Fund. No act or omission of the Issuing Trustee
                  (including any related failure to satisfy its obligations
                  under this Deed) will be considered fraud, negligence or
                  wilful default of the Issuing Trustee for the purpose of
                  clause 26.1(d) above to the extent to which the act or
                  omission was caused or contributed to by any failure by any
                  Relevant Party or any other person who has been delegated or
                  appointed by the Issuing Trustee in accordance with the
                  Transaction Documents to fulfil its obligations relating to
                  the Securitisation Fund or by any other act or omission of a
                  Relevant Party or any other person.


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Freehills Sydney\005068321                                               page 59
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (f)   No attorney, agent, delegate, receiver or receiver and manager
                  appointed in accordance with this deed or any other
                  Transaction Documents has authority to act on behalf of the
                  Issuing Trustee in a way which exposes the Issuing Trustee to
                  any personal liability and no act or omission of any such
                  person will be considered fraud, negligence or wilful default
                  of the Issuing Trustee for the purposes of clause 26.1(d).

            (g)   The Issuing Trustee is not obliged to do or refrain from doing
                  anything under this Deed (including incur any liability)
                  unless the Issuing Trustee's liability is limited in the same
                  manner as set out in paragraphs (b) to (d) of this clause
                  26.1.

            (h)   For the purposes of this clause 26.1, "Relevant Parties" means
                  each party to a Transaction Document other than the Issuing
                  Trustee.

      26.2  Limitation on Security Trustee's liability

            Notwithstanding any other provision of this Deed, the Security
            Trustee will have no liability under or in connection with this Deed
            or any other Secured Document other than to the extent to which the
            liability is able to be satisfied out of the property from which the
            Security Trustee is actually indemnified for the liability. This
            limitation will not apply to a liability of the Security Trustee to
            the extent that it is not satisfied because, under this Deed or by
            operation of law, there is a reduction in the extent of the Security
            Trustee's indemnification as a result of the Security Trustee's
            fraud, negligence or wilful default. Nothing in this clause or any
            similar provision in any other Secured Document limits or adversely
            affects the powers of the Security Trustee, any Receiver or attorney
            in respect of the Charge or the Charged Property.

      26.3  Rights against Charged Property Preserved

            The Charged Property shall secure to the Security Trustee, and the
            Security Trustee shall have recourse to the Charged Property for,
            all of the liabilities of the Issuing Trustee to the Secured
            Creditors under the Secured Documents notwithstanding that at
            general law, under statute or under the Master Trust Deed the
            Issuing Trustee shall not have properly incurred such liability as
            Issuing Trustee or not have a right of indemnity in relation thereto
            from the Charged Property or has failed to execute that degree of
            care, diligence and prudence required of a trustee (including,
            without limiting the generality of the foregoing any fraud,
            negligence or breach of trust).

      26.4  Waiver of Personal Liability

            Except in the case of fraud, negligence or wilful default on the
            part of the Issuing Trustee in its capacity as Issuing Trustee each
            of the Manager and Security Trustee severally waives its rights and
            releases the Issuing Trustee from any personal liability whatsoever,
            for any loss or damage whatsoever in any way arising in respect of:


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Freehills Sydney\005068321                                               page 60
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (a)   the Secured Moneys; or

            (b)   this Deed

            which cannot be paid or satisfied out of the Charged Property.

      26.5  Restricted remedies

            Except as provided in clauses 26.1(d) and 26.2, the Security Trustee
            shall not, in respect of this Deed:

            (a)   (judgment) obtain a judgment for the payment of money or
                  damages by the Issuing Trustee;

            (b)   (statutory demand) issue any demand under s459E(1) of the
                  Corporations Act (or any analogous provision under any other
                  law) against the Issuing Trustee;

            (c)   (winding up) apply for the winding up or dissolution of the
                  Issuing Trustee;

            (d)   (execution) levy or enforce any distress or other execution
                  to, on, or against any assets of the Issuing Trustee;

            (e)   (court appointed receiver) apply for the appointment by a
                  court of a receiver to any of the assets of the Issuing
                  Trustee;

            (f)   (set-off or counterclaim) exercise or seek to exercise any
                  set-off or counterclaim against the Issuing Trustee; or

            (g)   (administrator) appoint, or agree to the appointment, of any
                  administrator to the Issuing Trustee,

            or take proceedings for any of the above and the Security Trustee
            waives its rights to make those applications and take those
            proceedings.

            A reference to the Issuing Trustee in this clause 26.5 is to the
            Issuing Trustee in its personal capacity and not as trustee of the
            Securitisation Fund.

      26.6  Wilful Default of the Issuing Trustee

            For the purposes of this Deed the expression "wilful default":

            (a)   in relation to the Issuing Trustee, means a wilful default of
                  this Deed by the Issuing Trustee

                  (1)   other than a default which:

                        (A)   arises out of a breach of a Transaction Document
                              by a person other than the Issuing Trustee or any
                              person referred to in paragraph 26.6(b) in
                              relation to the Issuing Trustee;

                        (B)   arises because some other act or omission is a
                              precondition to the relevant act or omission of
                              the Issuing Trustee, and that other act or
                              omission does not occur;

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


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Freehills Sydney\005068321                                               page 61
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                        (D)   is in accordance with an instruction or direction
                              given to it by any person in circumstances where
                              that person is authorised to do so by any
                              Transaction Document; and

                  (2)   in circumstances where had it not committed that default
                        it would have been entitled to recoupment, reimbursement
                        or a right of indemnity for its costs and expenses (if
                        any) in complying with this Deed from the Fund.

            (b)   A reference to the "fraud", "negligence" or "wilful default"
                  of the Issuing Trustee means the fraud, negligence or wilful
                  default of the Issuing Trustee and of its officers or
                  employees, but not of its agents or delegates, unless the
                  Issuing Trustee is liable for the acts or omissions of such
                  other person under the terms of this Deed.

      26.7  Wilful default of the Security Trustee

            For the purposes of this Deed the expression "wilful default":

            (a)   in relation to the Security Trustee, means a wilful default of
                  this Deed by the Security Trustee

                  (1)   other than a default which:

                        (A)   arises out of a breach of a Transaction Document
                              by a person other than the Security Trustee or any
                              person referred to in paragraph 26.7(b) in
                              relation to the Security Trustee;

                        (B)   arises because some other act or omission is a
                              precondition to the relevant act or omission of
                              the Security Trustee, and that other act or
                              omission does not occur;

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

                        (D)   is in accordance with an instruction or direction
                              given to it by any person in circumstances where
                              that person is authorised to do so by any
                              Transaction Document; and

                  (2)   in circumstances where had it not committed that default
                        it would have been entitled to recoupment, reimbursement
                        or a right of indemnity for its costs and expenses (if
                        any) in complying with this Deed from the Fund.

            (b)   A reference to the "fraud", "negligence" or "wilful default"
                  of the Security Trustee means the fraud, negligence or wilful
                  default of the Security Trustee and of its officers or
                  employees, but not of its agents or delegates, unless the
                  Security Trustee is liable for the acts or omissions of such
                  other person under the terms of this Deed.

      26.8  Wilful default of the Note Trustee

            For the purposes of this Deed the expression "wilful default":

            (a)   in relation to the Note Trustee, means a wilful default of
                  this Deed by the Note Trustee


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Freehills Sydney\005068321                                               page 62
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (1)   other than a default which:

                        (A)   arises out of a breach of a Transaction Document
                              by a person other than the Note Trustee or any
                              person referred to in paragraph 26.8(b) in
                              relation to the Note Trustee;

                        (B)   arises because some other act or omission is a
                              precondition to the relevant act or omission of
                              the Note Trustee, and that other act or omission
                              does not occur;

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

                        (D)   is in accordance with an instruction or direction
                              given to it by any person in circumstances where
                              that person is authorised to do so by any
                              Transaction Document; and

                  (2)   in circumstances where had it not committed that default
                        it would have been entitled to recoupment, reimbursement
                        or a right of indemnity for its costs and expenses (if
                        any) in complying with this Deed from the Fund.

            (b)   A reference to the "fraud", "negligence" or "wilful default"
                  of the Note Trustee means the fraud, negligence or wilful
                  default of the Note Trustee and of its officers or employees,
                  but not of its agents or delegates, unless the Note Trustee is
                  liable for the acts or omissions of such other person under
                  the terms of this Deed.

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

27    Privacy

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

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

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

                  (1)   Personal Information provided to it (the receiving
                        party) by another party (the providing party):

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

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


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Freehills Sydney\005068321                                               page 63
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (2)   in addition to the obligation under clause 27(b) above,
                        it will comply with the Privacy Act 1988 (as amended by
                        the Privacy Amendment (Private Sector) Act 2000 and all
                        applicable regulations, principles, standards, codes of
                        conduct or guidelines concerning the handling of
                        Personal Information under that Act or with any request
                        or direction arising directly from or in connection with
                        the proper exercise of the functions of the Privacy
                        Commissioner.

            (d)   In this clause 27 "Personal Information" has the same meaning
                  as in the Privacy Act 1988.

            (e)   Notwithstanding anything else contained in this clause 27,
                  paragraphs 27(a) to 27(c) above do not apply to the Note
                  Trustee, the Principal Paying Agent, the Calculation Agent or
                  the Note Registrar. Each of the Note Trustee, the Principal
                  Paying Agent, the Calculation Agent and the Note Registrar
                  agrees to comply with all privacy legislation applicable to
                  it.



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Freehills Sydney\005068321                                               page 64
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
Schedule 1 - Meetings Procedures

--------------------------------------------------------------------------------
1     Definitions and Incorporation of Terms

            (a)   In this Schedule, unless the context indicates a contrary
                  intention:

                  (1)   words and expressions which are defined in clause 1.1 of
                        the above mentioned Security Trust Deed (the "Security
                        Trust Deed") or which are defined by virtue of clause
                        1.2 of the Security Trust Deed have the same meanings in
                        this Schedule; and

                  (2)   a "holder" in relation to Secured Moneys shall be
                        construed as meaning a Bondholder (as defined in the
                        Master Trust Deed) in relation to any outstanding Notes.

            (b)   The provisions of this Schedule regarding a meeting of the
                  Voting Secured Creditors shall apply, mutatis mutandis, to a
                  meeting of any class of Voting Secured Creditors.

--------------------------------------------------------------------------------
2     Convening of Meetings

            (a)   Generally

                  (1)   Subject to clause 16.3 of the Security Trust Deed the
                        Security Trustee or the Manager at any time may convene
                        a meeting of the Voting Secured Creditors.

                  (2)   Subject to clause 16.3 of the Security Trust Deed and
                        subject to the Security Trustee being indemnified to its
                        reasonable satisfaction against all costs and expenses
                        occasioned thereby, the Security Trustee shall convene a
                        meeting of the Voting Secured Creditors if requested to
                        do so:

                        (A)   by the Issuing Trustee;

                        (B)   in the case of a meeting to consider the initial
                              enforcement of this Deed following the occurrence
                              of an Event of Default where a meeting has not
                              been convened by the Security Trustee in
                              accordance with clause 8.5 of the Security Trust
                              Deed, by Voting Secured Creditors being holders of
                              not less than 10% of the then Secured Moneys
                              calculated and expressed in the A$ Equivalent; and

                        (C)   in the case of a meeting following the enforcement
                              of this Deed or a meeting to consider any matter
                              which does not relate to the actual enforcement of
                              this Deed, by Voting Secured Creditors being
                              holders of not less than 10% of the then Secured
                              Moneys calculated and expressed in the A$
                              Equivalent.

            (b)   Time and place


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Freehills Sydney\005068321                                               page 65
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (1)   Every meeting of Voting Secured Creditors shall be held
                        at such time and place as the Security Trustee approves,
                        provided (subject to sub-paragraph (2)) that any such
                        meeting shall not be held until the Class A Offered
                        Noteholders have determined how to direct the Note
                        Trustee to vote (as the case may be) in the meeting of
                        Voting Secured Creditors.

                  (2)   The proviso in sub-paragraph (1) shall not apply if:

                        (A)   the meeting of Class A Offered Noteholders called
                              in accordance with the Note Trust Deed for the
                              purposes of sub-paragraph(1) is adjourned more
                              than once; and

                        (B)   the Class A Offered Noteholders' determination
                              under sub-paragraph (1) is not made at the meeting
                              or adjourned meeting (as the case may be).

            (c)   Conduct

                  The Voting Secured Creditors may meet together in person, by
                  telephone, facsimile, electronic media or other means of
                  instantaneous communication provided that each Voting Secured
                  Creditor may communicate with each other Voting Secured
                  Creditor of the Securitisation Fund.

--------------------------------------------------------------------------------
3     Notice of meetings

            (a)   Subject to clause 2(b), at least 7 days' notice (inclusive of
                  the day on which the notice is given and of the day on which
                  the meeting is held) shall be given to the Voting Secured
                  Creditors, the Beneficiary and all the Designated Rating
                  Agencies.

            (b)   Notwithstanding that a meeting is convened upon shorter notice
                  than as specified in clause 3(a), or a meeting or details of
                  that meeting are not notified, advised or approved in
                  accordance with this Schedule, it shall be deemed to be duly
                  convened if it is so agreed by the Voting Secured Creditors
                  representing a quorum (which quorum must include the Note
                  Trustee or the Class A Offered Noteholders, as the case
                  maybe).

            (c)   A copy of the notice shall in all cases be given by the party
                  to the Security Trust Deed convening the meeting to the other
                  parties to the Security Trust Deed.

            (d)   Notice of a meeting shall be given in the manner provided in
                  the Security Trust Deed.

            (e)   Notice of a meeting of Voting Secured Creditors must specify,
                  unless in any particular case the Security Trustee otherwise
                  agrees:

                  (1)   the day, time and place of the proposed meeting; and

                  (2)   the nature of the resolutions to be proposed.

            (f)   The accidental omission to give notice to or the non-receipt
                  of notice by any person entitled to receive it shall not
                  invalidate the proceedings at any meeting.


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Freehills Sydney\005068321                                               page 66
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
4     Chairman

            A person (who need not be a Voting Secured Creditor and who may be a
            representative of the Security Trustee) nominated in writing by the
            Security Trustee shall be entitled to take the chair at every such
            meeting but if no such nomination is made or if at any meeting the
            person nominated shall not be present within 15 minutes after the
            time appointed for the holding of such meeting the Secured Creditors
            present shall choose one of their number to be chairman.

--------------------------------------------------------------------------------
5     Quorum

            At any such meeting any two or more persons present in person
            holding, or being Representatives holding or representing, in the
            aggregate not less than 51% of the then Secured Moneys calculated
            and expressed in the A$ Equivalent shall (except for the purpose of
            passing an Extraordinary Resolution) form a quorum for the
            transaction of business and no business (other than the choosing of
            a chairman) shall be transacted at any meeting unless the requisite
            quorum is present at the commencement of business. The quorum at any
            such meeting for passing an Extraordinary Resolution shall be
            persons present holding, or being Representatives holding or
            representing, in aggregate 67% or more of the then Secured Moneys
            calculated and expressed in the A$ Equivalent.

--------------------------------------------------------------------------------
6     Adjournment

            (a)   If within 15 minutes from the time appointed for any such
                  meeting a quorum is not present the meeting shall, if convened
                  upon the requisition of Secured Creditors be dissolved. In any
                  other case it shall stand adjourned (unless the Security
                  Trustee agrees that it be dissolved) for such period, not
                  being less than 7 days nor more than 42 days, as may be
                  appointed by the chairman. At such adjourned meeting two or
                  more persons present in person holding, or being
                  Representatives holding or representing in the aggregate not
                  less than 15% of the then, Secured Moneys calculated and
                  expressed in the A$ Equivalent shall (except for the purpose
                  of passing an Extraordinary Resolution) form a quorum and
                  shall have the power to pass any resolution and to decide upon
                  all matters which could properly have been dealt with at the
                  meetings from which the adjournment took place had a quorum
                  been present at such meeting. The quorum at any such adjourned
                  meeting for passing an Extraordinary Resolution shall be two
                  or more persons present in person holding, or being
                  Representatives holding or representing in the aggregate not
                  less than 20% of the then Secured Moneys calculated and
                  expressed in the A$ Equivalent.

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


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Freehills Sydney\005068321                                               page 67
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (c)   At least 5 days' notice of any meeting adjourned through want
                  of a quorum shall be given in the same manner as of an
                  original meeting and such notice shall state the quorum
                  required at such adjourned meeting. It shall not, however,
                  otherwise be necessary to give any notice of an adjourned
                  meeting.

--------------------------------------------------------------------------------
7     Voting Procedure

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

            (b)   At any meeting, unless a poll is (before or on the declaration
                  of the result of the show of hands) demanded by the chairman,
                  the Issuing Trustee, the Manager or the Security Trustee or by
                  one or more persons holding, or being Representatives holding
                  or representing, in aggregate not less than 15% of the then
                  Secured Moneys calculated and expressed in the A$ Equivalent,
                  a declaration by the chairman that a resolution has been
                  carried by a particular majority or lost or not carried by any
                  particular majority shall be conclusive evidence of the fact
                  without proof of the number or proportion of the votes
                  recorded in favour of or against such resolution.

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

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

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

                  (1)   on a show of hands, every person holding, or being a
                        Representative holding or representing other persons who
                        hold, Secured Moneys shall have one vote except that the
                        Note Trustee shall represent each Class A Offered
                        Noteholder who has directed the Note Trustee to vote on
                        its behalf under the Note Trust Deed; and

                  (2)   on a poll, every person who is present shall have one
                        vote for each A$100 (but not part thereof) of the
                        Secured Moneys calculated and expressed in the A$
                        Equivalent that he holds or in respect of which he is a
                        Representative.

                  Any person entitled to more than one vote need not use or cast
                  all of the votes to which he is entitled in the same way.


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Freehills Sydney\005068321                                               page 68
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

            (f)   A certificate from the Note Trustee to the Security Trustee
                  that the Note Trustee is entitled to vote on behalf of a Class
                  A Offered Noteholder will be satisfactory evidence to the
                  Security Trustee that the Note Trustee is so entitled to vote.

            For the purpose of determining the amount of Secured Moneys at any
            time, the Security Trustee may rely on the Accounts of the Issuing
            Trustee and any information provided by the Auditor of the Issuing
            Trustee. Clause 25.18 of the Security Trust Deed will apply to any
            determination of Secured Moneys for the definition of Voting Secured
            Creditors and this Schedule 1.

--------------------------------------------------------------------------------
8     Right to Attend and Speak

            The Issuing Trustee, the Manager and the Security Trustee (through
            their respective representatives) and their respective financial and
            legal advisers shall be entitled to attend and speak at any meeting
            of Voting Secured Creditors. No person shall otherwise be entitled
            to attend or vote at any meeting of the Voting Secured Creditors or
            to join with others in requesting the convening of such a meeting
            unless he is a Voting Secured Creditor or is a Representative.

--------------------------------------------------------------------------------
9     Appointment of Proxies

            (a)   Each appointment of a proxy shall be in writing and, together
                  (if so required by the Security Trustee) with proof
                  satisfactory to the Security Trustee of its due execution,
                  shall be deposited at the registered office of the Security
                  Trustee or at such other place as the Security Trustee shall
                  designate or approve not less than 24 hours before the time
                  appointed for holding the meeting or adjourned meeting at
                  which the named proxy proposes to vote and in default, the
                  appointment of proxy shall not be treated as valid unless the
                  chairman of the meeting decides otherwise before such meeting
                  or adjourned meeting proceeds to business. A notarially
                  certified copy proof as aforesaid (if applicable) of due
                  execution shall if required by the Security Trustee be
                  produced by the proxy at the meeting or adjourned meeting but
                  the Security Trustee shall not thereby be obliged to
                  investigate or be concerned with the validity of, or the
                  authority of, the proxy named in any such appointment. The
                  proxy named in any appointment of proxy need not be a Voting
                  Secured Creditor.

            (b)   Any vote given in accordance with the terms of an appointment
                  of proxy conforming with clause 9(a) shall be valid
                  notwithstanding the previous revocation or amendment of the
                  appointment of proxy or of any of the Voting Secured
                  Creditor's instructions pursuant to which it was executed,
                  provided that no intimation in writing of such revocation or
                  amendment shall have been received by the Security Trustee at
                  its registered office or by the chairman of the meeting in
                  each case not less than 24 hours before the commencement of
                  the meeting or adjourned meeting at which the appointment of
                  proxy is used.


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Freehills Sydney\005068321                                               page 69
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
10    Corporate Representatives

            A person authorised pursuant to sections 250D of the Corporations
            Act by a Voting Secured Creditor being a body corporate to act for
            it at any meeting shall, in accordance with his authority until his
            authority is revoked by the body corporate concerned, be entitled to
            exercise the same powers on behalf of that body corporate as that
            body corporate could exercise if it were an individual Secured
            Creditor and shall be entitled to produce evidence of his authority
            to act at any time before the time appointed for the holding of or
            at the meeting or adjourned meeting or for the taking of a poll at
            which he proposes to vote.

--------------------------------------------------------------------------------
11    Rights of Representatives

            A Representative shall have the right to demand or join in demanding
            a poll and shall (except and to the extent to which the
            Representative is specially directed to vote for or against any
            proposal) have power generally to act at a meeting for the Secured
            Creditor concerned. The Security Trustee and any officer of the
            Security Trustee may be appointed a Representative.

--------------------------------------------------------------------------------
12    Extraordinary Resolutions

            (a)   A meeting of Voting Secured Creditors shall, without prejudice
                  to any rights or powers conferred on other persons by the
                  Security Trust Deed, have power exercisable by Extraordinary
                  Resolution:

                  (1)   to direct the Security Trustee in the action that should
                        be taken by it following the occurrence of an Event of
                        Default or the charge or the Security Trust Deed
                        becoming enforceable;

                  (2)   to sanction any action that the Security Trustee or a
                        Receiver proposes to take to enforce the provisions of
                        the Security Trust Deed;

                  (3)   to sanction any proposal by the Manager, the Issuing
                        Trustee or the Security Trustee for any modification,
                        abrogation, variation or compromise of, or arrangement
                        in respect of, the rights of the Secured Creditors
                        against the Issuing Trustee or the Manager whether such
                        rights shall arise under the Security Trust Deed, the
                        Secured Documents or otherwise;

                  (4)   subject to clause 12(b)(2), to postpone the day when the
                        Secured Moneys or any part thereof become payable and to
                        suspend or postpone for a time the payment of the
                        Secured Moneys or any part thereof;

                  (5)   to sanction the exchange or substitution of the Secured
                        Moneys for, or the conversion of the Secured Moneys
                        into, Notes or other obligations or securities of the
                        Issuing Trustee or any other body corporate formed or to
                        be formed;


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 70
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (6)   to assent to any modification of the provisions
                        contained in the Security Trust Deed or Notes which
                        shall be proposed by the Issuing Trustee, the Manager or
                        the Security Trustee;

                  (7)   to assent to any alteration, addition or modification of
                        the Master Trust Deed or the Supplementary Bond Terms
                        Notice which shall be proposed by the Issuing Trustee or
                        the Manager;

                  (8)   to give any authority, direction, guidance or sanction
                        sought by the Security Trustee from the Voting Secured
                        Creditors;

                  (9)   to appoint any persons (whether Voting Secured Creditors
                        or not) as a committee or committees to represent the
                        interests of the Voting Secured Creditors and to confer
                        upon such committee or committees any powers or
                        discretions which the Voting Secured Creditors could
                        themselves exercise by Extraordinary Resolution;

                  (10)  to approve a person proposed to be appointed as a new
                        Security Trustee under the Security Trust Deed and power
                        to remove any Security Trustee for the time being
                        thereof;

                  (11)  to discharge or exonerate the Security Trustee from any
                        liability in respect of any act or omission for which it
                        may become responsible under the Security Trust Deed;

                  (12)  to do any other thing which under the Security Trust
                        Deed is required to be given by an Extraordinary
                        Resolution of the Secured Creditors;

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

                  (14)  to determine whether the Security Trustee should or
                        should not perform any act and any such Extraordinary
                        Resolution will (where relevant and in accordance with
                        clause 16.3 of the Security Trust Deed) override any
                        decision by the Note Trustee.

            (b)   A meeting of Voting Secured Creditors shall not have power in
                  relation to any Secured Creditor (without the consent of each
                  such Secured Creditor) to:

                  (1)   release any obligation to pay any of the Secured Moneys
                        to that Secured Creditor;

                  (2)   alter any date upon which any of the Secured Moneys is
                        payable or otherwise do any thing referred to in clause
                        12(a)(4);

                  (3)   alter the amount of any payment of any part of the
                        Secured Moneys; or

                  (4)   alter clause 12.1 of the Security Trust Deed in relation
                        to that Secured Creditor without the consent of that
                        Secured Creditor.


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Freehills Sydney\005068321                                               page 71
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

--------------------------------------------------------------------------------
13    Resolution Binding on Voting Secured Creditors

            Subject to clause 12(b), a resolution passed at a meeting of the
            Voting Secured Creditors duly convened and held in accordance with
            this Schedule 1 shall be binding upon all Voting Secured Creditors
            whether or not present at such meeting and each of the Voting
            Secured Creditors and the Issuing Trustee, the Manager and the
            Security Trustee shall be bound to give effect thereto accordingly.

--------------------------------------------------------------------------------
14    Minutes and Records

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

--------------------------------------------------------------------------------
15    Written Resolutions

            Notwithstanding the preceding provisions of this Schedule 1, a
            resolution of all the Voting Secured Creditors (including an
            Extraordinary Resolution) may be passed, without any meeting or
            previous notice being required, by an instrument or instruments in
            writing which have:

            (a)   in the case of a resolution (including an Extraordinary
                  Resolution) of all the Voting Secured Creditors, been signed
                  by all the Voting Secured Creditors; and

            (b)   any such instrument shall be effective upon presentation to
                  the Voting Security Trustee for entry in the records referred
                  to in clause 14.

--------------------------------------------------------------------------------
16    Further Procedures for Meetings

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

            (a)   so as to satisfy itself that persons are in fact Voting
                  Secured Creditors who purport to requisition a meeting or who
                  purport to make any requisition to the Security Trustee in
                  accordance with the Security Trust Deed;


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Freehills Sydney\005068321                                               page 72
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

                  (b)     so as to satisfy itself that persons who purport to
                          attend or vote at any meeting of Voting Secured
                          Creditors are entitled to do so in accordance with
                          this Schedule 1 and the Security Trust Deed; and

                  (c)     as to the form of appointment of a Representative.


















--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 73
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

Executed as a deed:

Signed sealed and delivered for
Perpetual Limited
by its attorney in the
presence of:


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


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


Signed sealed and delivered for
ME Portfolio Management Limited
by its attorney in the
presence of:


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


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


Signed sealed and delivered for
Perpetual Trustee Company Limited
by its attorney in the
presence of:


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


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


--------------------------------------------------------------------------------
Freehills Sydney\005068321                                               page 74
<PAGE>

                            Exhibit - Security Trust Deed - SMHL Global Fund [ ]

Executed for
and on behalf of
The Bank of New York
by its Authorised Officer in the
presence of:


--------------------------------           -------------------------------------
Witness                                    Authorised Officer

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











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Freehills Sydney\005068321                                               page 75