Standby servicing agreement

                                SMHL Programme

                      Perpetual Trustees Nominees Limited
                              ABN 99 000 341 533

                     Perpetual Trustees Australia Limited
                              ABN 86 000 431 827

                        ME Portfolio Management Limited
                              ABN 79 005 964 134

                                      and

                          Members Equity Pty Limited
                              ABN 56 070 887 679




                                   FREEHILLS

                                   MLC Centre Martin Place Sydney NSW 2000
                                   Australia Telephone 61 2 9225 5000 Facsimile
                                   61 2 9322 4000 www.freehills.com.au DX361
                                   Sydney

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

                                   Liability limited by the Solicitors'
                                   Limitation of Liability Scheme, approved
                                   under the Professional Standards Act 1994
                                   (NSW)

                                   Reference PJSR:FW:25F


<PAGE>

TABLE OF CONTENTS

Clause                                                     Page

1        Interpretation                                     1

         1.1      Definitions                               1
         1.2      Incorporated Definitions                  2
         1.3      Interpretation                            2

2        Appointment and term                               3

         2.1      Appointment                               3
         2.2      Term                                      3
         2.3      Deemed party and modifications            3

3        Termination                                        4

         3.1      Back Up Servicer termination              4
         3.2      Remuneration upon termination             4

4        Obligations                                        4

         4.1      Notice of retirement                      4
         4.2      Provision of information                  4
         4.3      Co-operation of Asset Manager             4

5        Undertakings and warranties                        5

         5.1      Back Up Servicer Obligations              5
         5.2      Warranties                                5

6        Indemnity                                          5

         6.2      Continuing indemnity                      5

7        Liability of the Back Up Servicer                  5

         7.1      Liability of the Back Up Servicer         5
         7.2      Reliance by Back Up Servicer              6

8        Remuneration and expenses                          6

9        General                                            6

         9.1      Legal costs                               6
         9.2      Waiver and exercise of rights             7
         9.3      Severability of provisions                7
         9.4      Time of the essence                       7
         9.5      Rights cumulative                         7
         9.6      Consents                                  7
         9.7      Further steps                             7
         9.8      Governing law                             7
         9.9      Jurisdiction                              7
         9.10     Assignment                                8
         9.11     Liability                                 8
         9.12     Counterparts                              8
         9.13     Entire understanding                      8
         9.14     Relationship of parties                   8
         9.15     Supervening legislation                   8

10       GST                                                9

         10.1     Definitions                               9
         10.2     Sums exclude GST                          9
         10.3     Reduction of other taxes                  9
         10.4     Responsibility for GST                    9
         10.5     Reimbursement of expenses                 9
         10.6     Tax invoice                              10
         10.7     Adjustment                               10

11       Confidentiality                                   10

12       Amendments                                        10

         12.1     Without consent                          10
         12.2     With consent                             11
         12.3     Copies of amendments                     11

13       Notices                                           11

14       Limitation of liability                           12

         14.1     General                                  12

<PAGE>

This agreement

         is made on 7 August 2001 between the following parties:

         1.       Perpetual Trustees Nominees Limited ABN 99 000 341 533 of
                  Level 7, 39 Hunter Street, Sydney, NSW 2000 (Back Up
                  Servicer)

         2.       Perpetual Trustees Australia Limited ABN 86 000 431 827 of
                  Level 7, 39 Hunter Street, Sydney, NSW 2000 (Trustee)

         3.       ME Portfolio Management Limited ABN 79 005 964 134 of Level
                  17, 360 Collins Street, Melbourne, Victoria (Trust Manager)

         4.       Members Equity Pty Limited ABN 56 070 887 679 of Level 17,
                  360 Collins Street, Melbourne, Victoria (Asset Manager)

The parties agree

         in consideration of, among other things, the mutual promises contained
         in this agreement:

________________________________________________________________________________

1        Interpretation

         1.1      Definitions

         Banking Day means a day, other than a Saturday, Sunday or bank or
         public holiday, on which banks and financial institutions generally
         are open for business in Melbourne.

         Bondholder has the meaning given in the Trust Deed.

         Designated Rating Agency has the meaning given in the Trust Deed.

         Management Agreement means the Mortgage Origination and Management
         Agreement dated 4 July 1994 between the Trust Manager, the Asset
         Manager and the Trustee in relation to the Superannuation Members'
         Home Loans Trusts.

         Operative Date means the date as defined as such in a notice given by
         the Trust Manager or the Trustee (if directed by the Trust Manager) to
         the Back Up Servicer as contemplated by clause 2.1.

         Replacement Servicer means a person appointed by the Trust Manager to
         replace the Back Up Servicer as servicer of the assets subject to the
         Management Agreement.

         Term means the period commencing on the Operative Date under which the
         Back Up Servicer's appointment continues as contemplated by clause
         2.2.

         Trust Deed means the Master Trust Deed dated 4 July 1994 between the
         Trust Manager and the Trustee.

         1.2      Incorporated Definitions

                  Unless the context otherwise requires terms defined in the
                  Management Agreement have the same meaning when used in this
                  agreement.

         1.3      Interpretation

                  In this agreement, the Recitals and Schedules, unless the
                  context indicates a contrary intention:

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

                  (b)      a reference to any party includes that party's
                           executors, administrators,

                  (c)      a reference herein to any legislation 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;

                  (d)      the expression "corporation" means any body
                           corporate wherever formed or incorporated, including
                           without limiting the generality of the foregoing,
                           any public authority or any instrumentality of the
                           Crown in the right of any Australian Jurisdiction;

                  (e)      the expression "certified" by a corporation or
                           person means certified in writing by 2 Authorised
                           Signatories of the corporation or by that person
                           respectively and "certify" and like expressions
                           shall be construed accordingly;

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

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

                  (h)      a reference to a clause or a Schedule is,
                           respectively, a reference to a clause or Schedule of
                           this agreement;

                  (i)      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;

                  (j)      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 next succeeding Banking Day;

                  (k)      all accounting terms shall be interpreted in
                           accordance with accounting standards under the
                           Corporations Law and the Regulations and, where not
                           inconsistent with those accounting standards and
                           Regulations generally accepted principles and
                           practices in Australia consistently applied by a
                           body corporate or as between bodies corporate and
                           over time;

                  (l)      a reference to a "month" is to a calender month; and

                  (m)      a reference to any document is to such document as
                           amended, varied, supplemented or novated from time
                           to time.

_______________________________________________________________________________

2        Appointment and term

         2.1      Appointment

                  (a)      Subject to clause 2.1(b), the Back Up Servicer upon
                           receipt of a written notice from the Trust Manager
                           requesting it to act as Mortgage Manager on the
                           terms and conditions pursuant to the Management
                           Agreement (other than clauses 4 and 10.1 of the
                           Management Agreement), will do so from the Operative
                           Date.

                  (b)      The Trust Manager must not issue a notice in
                           accordance with clause 2.1(a) unless the appointment
                           of the Asset Manager is terminated in accordance
                           with clause 14 of the Management Agreement and that
                           termination is effective on the Operative Date.

                  (c)      The Back Up Servicer must comply with any request
                           made under clause 2.1(a) if and only if the Back Up
                           Servicer is satisfied in its reasonable opinion that
                           it has been or will be provided with access to all
                           the data, systems and documentation that the Back Up
                           Servicer believes necessary to perform its duties as
                           servicer.

         2.2      Term

                  The appointment of the Back Up Servicer under clause 2.1(b)
                  will continue until the earlier of:

                  (a)      the appointment of a Replacement Servicer;

                  (b)      termination of its appointment in accordance with
                           clause 14 of the Management Agreement; and

                  (c)      termination of its appointment in accordance with
                           clause 3 of this agreement.

         2.3      Deemed party and modifications

                  (a)      The Back Up Servicer is deemed to be a party to the
                           Management Agreement from the Operative Date until
                           the end of the Term. Subject to clause 2.3(b), it
                           will be bound by the terms of, and obliged to
                           perform the duties of the Mortgage Manager under the
                           Management Agreement.

                  (b)      On and from the Operative Date and until the end of
                           the term:

                           (1)      clauses 3.1(c), 4, 5.3(b), 9.1, 9.2, 10.1
                                    and 11 of the Management Agreement will be
                                    deemed to be deleted;

                           (2)      in clause 10.3(a) the words "clauses 10.1
                                    and" will be deemed to be deleted and
                                    replaced with "clause".

_______________________________________________________________________________

3        Termination

         3.1      Back Up Servicer termination

                  (a)      Subject to clause 3.1(b) the Back Up Servicer or the
                           Trust Manager may terminate this agreement by giving
                           3 months written notice to each other party to this
                           agreement.

                  (b)      This agreement may only be terminated in accordance
                           with clause 3.1(a) if a replacement back up servicer
                           is appointed and each Designated Rating Agency has
                           confirmed in writing that such appointment will not
                           have an adverse effect on the rating in respect of
                           Bonds (as defined in the Trust Deed) issued by the
                           Trustee as trustee of a Fund at the time of such
                           appointment.

         3.2      Remuneration upon termination

                  On the date of termination of its appointment the Back Up
                  Servicer is entitled to receive all fees payable to it that
                  have accrued up to the date of termination. The Back Up
                  Servicer is not entitled to any further compensation upon
                  termination.

_______________________________________________________________________________

4        Obligations

         4.1      Notice of retirement

                  The Back Up Servicer may request a copy of the notice by
                  which the Mortgage Manager was terminated under the
                  Management Agreement and the Trust Manager will provide a
                  copy of such notice upon such request.

         4.2      Provision of information

                  (a)      The Asset Manager, from the Operative Date, will do
                           all things necessary to deliver all the Records, all
                           other books, documents, property and data relating
                           to the Fund required to be delivered by it under the
                           Management Agreement.

                  (b)      The Trust Manager, from the Operative Date, must
                           direct the Asset Manager to deliver all the Records,
                           all other books, documents, property and data
                           relating to the Fund.

                  (c)      The Asset Manager and the Trust Manager must use
                           their reasonable efforts to procure that the Back Up
                           Servicer is provided with all the Records, all other
                           books, documents, property and data referred to in
                           clauses 4.2(a) and (b) as soon as practicable after
                           the Operative Date.

         4.3      Co-operation of Asset Manager

                  The Asset Manager will co-operate fully with the Trustee, the
                  Trust Manager and the Back Up Servicer in respect of any
                  action required to be taken under this agreement.

_______________________________________________________________________________

5        Undertakings and warranties

         5.1      Back Up Servicer Obligations

                  The Back Up Servicer undertakes to comply with all the
                  provisions of the Management Agreement, other than clauses 4
                  and 10.1.

         5.2      Warranties

                  (a)      The Trust Manager and the Asset Manager repeat the
                           representations and warranties contained in clause
                           10 (other than clause 10.1) of the Management
                           Agreement in respect of this agreement.

                  (b)      The Back Up Servicer on the date of this agreement
                           and on the Operative Date makes the representations
                           and warranties contained in clause 10 (other than
                           clause 10.1) of the Management Agreement.

_______________________________________________________________________________

6        Indemnity

                  The Asset Manager must pay for all costs, charges and
                  expenses incurred directly or indirectly at any time by the
                  Back Up Servicer in connection with the preparation,
                  negotiation, execution and, where applicable, stamping of
                  this agreement and performance of obligations under it. This
                  indemnity does not operate to the extent of any:

                  (a)      negligence, default or fraud by the Back Up
                           Servicer; or

                  (b)      breach by the Back Up Servicer of this agreement or
                           the Management Agreement.

         6.2      Continuing indemnity

                  The indemnity in clause 6.1 is a continuing indemnity and
                  survives any termination of this agreement. The Back Up
                  Servicer need not actually incur a liability before it is
                  entitled to call upon a right of indemnity.

_______________________________________________________________________________

7        Liability of the Back Up Servicer

         7.1      Liability of the Back Up Servicer

                  The Back Up Servicer is not liable for, and the Asset Manager
                  and the Trust Manager release and hold the Back Up Servicer
                  harmless against:

                  (a)      any defect in the title to any asset of a Fund;

                  (b)      acting in accordance with any request, direction or
                           instruction given by the Asset Manager or the Trust
                           Manager;

                  (c)      any liability caused by the Back Up Servicer's
                           reliance on any data or document supplied to it by
                           the Asset Manager or the Trust Manager; and

                  (d)      any inability to perform, or deficiency in
                           performing the Back Up Servicer's duties and
                           obligations as temporary Mortgage Manager caused or
                           contributed to directly and indirectly by:

                           (1)      the state of affairs of the Asset Manager,
                                    and its books and records; or

                           (2)      the Back Up Servicer being unable to obtain
                                    data, information and documents of the
                                    Asset Manager or the Trust Manager or
                                    obtain access to the data, systems,
                                    documentation or personnel which are
                                    reasonably necessary for the Back Up
                                    Servicer to perform those duties and
                                    obligations,

                  provided the Back Up Servicer acts in good faith in respect
                  of the relevant matter or thing.

         7.2      Reliance by Back Up Servicer

                  The Back Up Servicer is in good faith, for any purpose and at
                  any time, entitled to rely on, act upon, accept and regard as
                  conclusive and sufficient (without being in any way bound to
                  call for further evidence or information or being responsible
                  for any loss that may be occasioned by such reliance,
                  acceptance or regard) any of the following:

                  (a)      any representation or warranty given by the Asset
                           Manager or the Trust Manager; and

                  (b)      any data, document, certificate or statements
                           supplied by the Trust Manager or the Asset Manager
                           or any officer, auditor or solicitor or either of
                           them.

_______________________________________________________________________________

8        Remuneration and expenses

                  From the Operative Date, the Back Up Servicer will be
                  entitled to receive the fee payable under clause 13 of the
                  Management Agreement as far as they apply to the obligations
                  of the Back Up Servicer contained in clause 5 of the
                  Management Agreement.

_______________________________________________________________________________

9        General

         9.1      Legal costs

                  (a)      Subject to clause 9.1(b) except as expressly stated
                           otherwise in this agreement or the Trust Deed, each
                           party must pay its own legal and other costs and
                           expenses of negotiating, preparing, executing and
                           performing its obligations under this agreement.

                  (b)      The Trust Manager must pay or procure the payment
                           for all costs, charges and expenses incurred
                           directly or indirectly at any time by the Back Up
                           Servicer in connection with the preparation,
                           negotiation, execution and where applicable,
                           stamping of this agreement and performance of
                           obligations under it.

         9.2      Waiver and exercise of rights

                  (a)      A single or partial exercise or waiver by a party of
                           a right relating to this agreement does not prevent
                           any other exercise of that right or the exercise of
                           any other right.

                  (b)      A party is not liable for any loss, cost or expense
                           of any other party caused or contributed to by the
                           waiver, exercise, attempted exercise, failure to
                           exercise or delay in the exercise of a right.

         9.3      Severability of provisions

                  Any provision of this agreement which is prohibited or
                  unenforceable in any jurisdiction shall, as to that
                  jurisdiction, be ineffective to the extent of such
                  prohibition or unenforceability without invalidating the
                  remaining provisions of this agreement nor affecting the
                  validity or enforceability of that provision in any other
                  jurisdiction.

         9.4      Time of the essence

                  Time is of the essence in relation to any obligation of any
                  party to this agreement to pay money.

         9.5      Rights cumulative

                  Except as expressly stated otherwise in this agreement, the
                  rights of a party under this agreement are cumulative and are
                  in addition to any other rights of that party.

         9.6      Consents

                  Except as expressly stated otherwise in this agreement, a
                  party may conditionally or unconditionally give or withhold
                  any consent to be given under this agreement and is not
                  obliged to give its reasons for doing so.

         9.7      Further steps

                  Each party must promptly do whatever any other party
                  reasonably requires of it to give effect to this agreement
                  and to perform its obligations under it.

         9.8      Governing law

                  This agreement is governed by and is to be construed in
                  accordance with the laws applicable in New South Wales.

         9.9      Jurisdiction

                  (a)      Each party irrevocably and unconditionally submits
                           to and accepts, generally and unconditionally, the
                           non-exclusive jurisdiction of the courts of the
                           State of New South Wales with respect of any legal
                           action or proceedings which may be brought at any
                           time relating in any way to this agreement.

                  (b)      Each party irrevocably waives any objection they may
                           now or in the future have of any such action or
                           proceeding and any claim they may now or in the
                           future have that any such action or proceeding has
                           been brought in an inconvenient forum.

         9.10     Assignment

                  (a)      A party must not assign or deal with any right under
                           this agreement without the prior written consent of
                           the other parties.

                  (b)      Any purported dealing in breach of this clause is of
                           no effect.

         9.11     Liability

                  An obligation of two or more persons binds them separately
                  and together.

         9.12     Counterparts

                  This agreement may consist of a number of counterparts and,
                  if so, the counterparts taken together constitute one
                  document.

         9.13     Entire understanding

                  (a)      This agreement contains the entire understanding
                           between the parties as to the subject matter of this
                           agreement.

                  (b)      All previous negotiations, understandings,
                           representations, warranties, memoranda or
                           commitments concerning the subject matter of this
                           agreement are merged in and superseded by this
                           agreement and are of no effect. No party is liable
                           to any other party in respect of those matters.

                  (c)      No oral explanation or information provided by any
                           party to another:

                           (1)      affects the meaning or interpretation of
                                    this agreement; or

                           (2)      constitutes any collateral agreement,
                                    warranty or understanding between any of
                                    the parties.

         9.14     Relationship of parties

                  This agreement is not intended to create a partnership, joint
                  venture or agency relationship between the parties.

         9.15     Supervening legislation

                  Any present or future legislation which operates:

                  (a)      to lessen or vary in favour of any party any of its
                           obligations in connection with this agreement; or

                  (b)      to postpone, stay, suspend or curtail any rights of
                           any party under this agreement;

                  is excluded except to the extent that its exclusion is
                  prohibited or rendered ineffective by law.

_______________________________________________________________________________

10       GST

         10.1     Definitions

                  In this clause 10 the expressions adjustment note,
                  consideration, GST, input tax credit, supply, tax invoice,
                  recipient and taxable supply have the meanings given to those
                  expressions in the A New Tax System (Goods and Services Tax)
                  Act 1999.

         10.2     Sums exclude GST

                  Unless otherwise expressly stated, all prices or other sums
                  payable or consideration to be provided under this agreement
                  are exclusive of GST.

         10.3     Reduction of other taxes

                  (a)      If the introduction of GST is associated with the
                           abolition or reduction of any tax, duty, excise or
                           statutory charge which directly or indirectly
                           affects the net dollar margin of a supplier in
                           respect of any supply made under this agreement, the
                           consideration (excluding GST) payable for the supply
                           will be varied so that the supplier's net dollar
                           margin in respect of the supply remains the same.

                  (b)      If requested in writing, a supplier must provide
                           reasonable evidence to demonstrate that it has
                           complied with this clause 10.

         10.4     Responsibility for GST

                  (a)      Despite any other provision in this agreement, if
                           GST is imposed on any supply made under this
                           agreement, the recipient must pay to the supplier an
                           amount equal to the GST payable on the taxable
                           supply.

                  (b)      If the consideration for the taxable supply is
                           varied under this clause 10, the GST must be
                           calculated on the varied consideration.

                  (c)      The recipient must pay the amount referred to in
                           this clause 10 in addition to and at the same time
                           as payment for the taxable supply is required to be
                           made under this agreement.

         10.5     Reimbursement of expenses

                  If this agreement requires a party to reimburse any other
                  party for any expense, loss or outgoing (reimbursable
                  expense) incurred by another party, the amount required to be
                  reimbursed by the first party will be the sum of:

                  (a)      the amount of the reimbursable expense net of input
                           tax credits (if any) to which the other party is
                           entitled in respect of the reimbursable expense; and

                  (b)      if the other party's recovery from the first party
                           is a taxable supply, any GST payable in respect of
                           that supply.

         10.6     Tax invoice

                  If a GST inclusive price is charged or varied under this
                  agreement, the supplier must provide the recipient of the
                  supply a valid tax invoice or adjustment note at or before
                  the time of payment or variation.

         10.7     Adjustment

                  If the amount of GST paid or payable by the supplier on any
                  supply made under this agreement differs from the amount of
                  GST paid by the recipient, because the Commissioner of
                  Taxation lawfully adjusts the value of the taxable supply for
                  the purpose of calculating GST, then the amount of GST paid
                  by the recipient will be adjusted accordingly by a further
                  payment by the recipient to the supplier or the supplier to
                  the recipient, as the case requires.

_______________________________________________________________________________

11       Confidentiality

         (a)      Subject to clause 11(b), each party must keep confidential
                  any information obtained concerning the affairs or assets of
                  each other party and not use it for any purpose other than a
                  purpose contemplated expressly by this agreement.

         (b)      A party may disclose any information:

                  (1)      with the prior written consent or each other party
                           (which consent shall not be unreasonably withheld or
                           delayed);

                  (2)      if it is required to do so by law, by any regulatory
                           or governmental agency;

                  (3)      if the information has come within the public
                           domain, other than by a breach of this clause 11 by
                           any party; and

                  (4)      to the party's banker or professional adviser.

_______________________________________________________________________________

12       Amendments

         12.1     Without consent

                  Subject to clause 12.2, the Trustee, the Trust Manager, the
                  Asset Manager and the Back Up Servicer may by way of deed
                  amend this agreement including this clause 12 if the
                  amendment is:

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

                  (b)      necessary to comply with the provisions of any
                           statute or regulation or with the requirements of
                           any Government Agency;

                  (c)      appropriate or expedient as a consequence of an
                           amendment to any statute or regulation or altered
                           requirements of any Government Agency; or

                  (d)      in the opinion of the Trustee desirable to enable
                           the provisions of this agreement to be administered.

         12.2     With consent

                  If in the reasonable opinion of the Trustee a proposed
                  amendment to this agreement is likely to be prejudicial to
                  the interests of Bondholders or a Class of Bondholders or the
                  Beneficiaries (each a Relevant Party) of a Fund, the Trustee
                  must obtain the prior consent of all Relevant Parties by
                  Special Resolution in respect of the Bondholders or Class of
                  Bondholders or the Beneficiaries.

         12.3     Copies of amendments

                  The Trust Manager shall provide a copy of all proposed
                  amendments to this agreement in relation to a rated Fund to
                  the Designated Rating Agency at least 5 Business Days prior
                  to the amendment taking effect.

_______________________________________________________________________________

13       Notices

                  Every notice, certificate, request, direction, demand or
                  other communication of any nature whatsoever required to be
                  served, given or made under or arising from this agreement:

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

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

                           (1)      delivered to the address of that party set
                                    out in sub-paragraph (e) (or other such
                                    address as may be notified in writing by
                                    that party to the other parties from time
                                    to time); or

                           (2)      posted by prepaid registered post to such
                                    address; or

                           (3)      sent by facsimile to the facsimile number
                                    set out in sub-paragraph (e) (or to such
                                    other number as may be notified in writing
                                    by that party to the other parties from
                                    time to time);

                  (c)      shall be sufficient if executed by the party giving,
                           serving or making the same or on its behalf by an
                           Authorised Signatory of such party;

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

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

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

                           (3)      (in the case of delivery by hand) on
                                    delivery;

                  (e)      the addresses and facsimile numbers for service of
                           notices as referred to in sub-paragraph (b) of this
                           clause are as follows:

                           (1)      where the Trustee is the recipient:

                                    Level 7,
                                    39 Hunter Street,
                                    Sydney NSW 2000

                                    Facsimile:   (02) 9229 9009
                                    Attention:   Manager, Securitisation,

                           (2)      where the Trust Manager is the recipient:

                                    Level 17,
                                    360 Collins Street,
                                    Melbourne VIC 3000

                                    Facsimile:   (03) 9605 6200
                                    Attention:   Mr Paul Garvey

                           (3)      where the Asset Manager is the recipient:

                                    Level 17,
                                    360 Collins Street,
                                    Melbourne VIC 3000

                                    Facsimile:   (03) 9605 6200
                                    Attention:   Mr Nick Vamvakas

                           (4)      where the Back Up Servicer is the
                                    recipient:

                                    Level 7,
                                    39 Hunter Street,
                                    Sydney NSW 2000

                                    Facsimile:   (02) 9229 9009
                                    Attention:   Manager, Securitisation,

                  (f)      Each party may from time to time change its
                           particulars for service by notice to each other
                           party.

_______________________________________________________________________________

14       Limitation of liability

         14.1     General

                  (a)      This agreement applies to the Trustee only in its
                           capacity as trustee of each Fund and in no other
                           capacity. A liability incurred by the Trustee acting
                           in its capacity as trustee of a Fund arising under
                           or in connection with this agreement or a Fund is
                           limited to and can be enforced against the Trustee
                           only to the extent to which it can be satisfied out
                           of the Assets of the relevant Fund out of which the
                           Trustee is actually indemnified for the liability.
                           This limitation of the Trustee's liability applies
                           despite any other provision of this agreement or any
                           other Transaction Document in relation to the
                           relevant Fund and extends to all liabilities and
                           obligations of the Trustee in any way connected with
                           any representation, warranty, conduct, omission,
                           agreement or transaction related to this agreement
                           or a Fund.

                  (b)      The parties other than the Trustee may not sue the
                           Trustee in any capacity other than as trustee of the
                           relevant Fund or seek the appointment of a receiver
                           (except in relation to the Assets of that Fund), a
                           liquidator, an administrator or any similar person
                           to the Trustee or prove in any liquidation,
                           administration or arrangement of or affecting the
                           Trustee (except in relation to the Assets of that
                           Fund).

                  (c)      The provisions of this clause 14.1 shall not apply
                           to any obligation or liability of the Trustee to the
                           extent that it is not satisfied because under this
                           agreement or any other Transaction Document in
                           relation to the relevant Fund or by operation of law
                           there is a reduction in the extent of the Trustee's
                           fraud, negligence or breach of trust.

                  (d)      It is acknowledged that the Trust Manager, Asset
                           Manager and Back Up Servicer are responsible under
                           this agreement and the other Transaction Documents
                           in relation to the relevant Fund for performing a
                           variety of obligations relating to each Fund. No act
                           or omission of the Trustee (including any related
                           failure to satisfy its obligations or breach of
                           representation or warranty under this agreement)
                           will be considered fraud, negligence or breach of
                           trust of the Trustee for the purpose of paragraph
                           (c) of this clause 14.1 to the extent to which the
                           act or omission was caused or contributed to by any
                           failure by the Trust Manager, the Asset Manager,
                           Back Up Servicer or any other person to fulfil its
                           obligations relating to the Fund or by any other act
                           or omission of the Trust Manager, the Asset Manager,
                           Back Up Servicer or any other person.

                  (e)      No attorney, agent, receiver or receiver and manager
                           appointed in accordance with this agreement has
                           authority to act on behalf of the Trustee in a way
                           which exposes the Trustee to any personal liability
                           and no act or omission of any such person will be
                           considered fraud, negligence or breach of trust of
                           the Trustee for the purpose of paragraph (c) of this
                           clause 14.1.

                  (f)      The Trustee is not obliged to do or refrain from
                           doing anything under this agreement (including incur
                           any liability) unless the Trustee's liability is
                           limited in the same manner as set out in paragraphs
                           (a) to (c) of this clause.

_______________________________________________________________________________


<PAGE>


Executed as an agreement:


Signed for
Perpetual Trustees Nominees Limited
by its attorney in the presence of:


/s/ Lionel Keat Hock Koe                       /s/ Stacey Gray
----------------------------------------       ---------------------------------
Witness                                        Attorney


Lionel Keat Hock Koe                           Stacey Gray
----------------------------------------       ---------------------------------
Name (please print)                            Name (please print)



Signed for
Perpetual Trustees Australia Limited
by its attorney in the presence of:


/s/ Lionel Keat Hock Koe                       /s/ Stacey Gray
----------------------------------------       --------------------------------
Witness                                        Attorney


Lionel Keat Hock Koe                           Stacey Gray
----------------------------------------       --------------------------------
Name (please print)                            Name (please print)


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


/s/ Ewan MacDonald                             /s/ James Graham
----------------------------------------       --------------------------------
Witness                                        Attorney


Ewan MacDonald                                 James Graham
----------------------------------------       --------------------------------
Name (please print)                            Name (please print)

Signed for Members Equity Pty Limited
by its attorney in the presence of:


/s/ Ewan MacDonald                             /s/ James Graham
----------------------------------------       --------------------------------
Witness                                        Attorney


Ewan MacDonald                                 James Graham
----------------------------------------       --------------------------------
Name (please print)                            Name (please print)