Supplementary Bond Terms Notice:
SMHL Global Fund No. [  ] -
Class A Notes and Class B Notes

Perpetual Limited
ABN 86 000 431 827

Perpetual Trustee Company Limited
ABN 42 000 001 007

The Bank of New York

and

ME Portfolio Management Limited
ABN 79 005 964 134

[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
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

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Table of contents

Clause                                                                      Page

1   Function                                                                   1

2   Definitions and Interpretation                                             1

    2.1      Definitions                                                       1
    2.2      Incorporation of Master Trust Deed Definitions                   19
    2.3      Interpretation                                                   19
    2.4      Payments                                                         19
    2.5      Acknowledgment                                                   19

3   Notes                                                                     20

    3.1      Conditions of Notes                                              20
    3.2      Issue of Notes                                                   20
    3.3      Trustee's covenant to Noteholders and the Note Trustee           20
    3.4      Final redemption                                                 21
    3.5      Period during which interest accrues                             21
    3.6      Calculation of interest                                          21
    3.7      Aggregate receipts                                               22
    3.8      Application of Principal Repayment Pool                          23
    3.9      Repayment of Principal                                           23
    3.10     Final Maturity Date                                              23
    3.11     Reduction in Principal balance                                   23
    3.12     Cancellation on repayment                                        23
    3.13     Payments into Euro Account                                       23
    3.14     Payments out of Euro Account                                     23
    3.15     Payments into US$ Account                                        24
    3.16     Payments out of US$ Account                                      24
    3.17     Rounding of amounts                                              24
    3.18     Prescription                                                     24
    3.19     Replacement of Currency Swap                                     24
    3.20     Realised Losses on Mortgages                                     25

4   Notes Callable at Option of Trustee                                       27

    4.1      Call - Class A Notes                                             27
    4.2      Tax event                                                        28
    4.3      Call - Class B Notes                                             29

5   Cash-Collateral                                                           29

    5.1      Cash Collateral Account                                          29
    5.2      Initial Cash Collateral and Liquidity Notes                      29
    5.3      Investment of Cash Collateral                                    30
    5.4      Use of Cash Collateral                                           30
    5.5      Surplus Cash Collateral                                          30


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Freehills Sydney\005068601                                                page 1
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

6   Distribution of Collections                                               30

    6.1      Distribution of Interest Collections                             30
    6.2      Distribution of Principal Collections                            37
    6.3      Rights of Liquidity Noteholder                                   43
    6.4      Funding Loan Redraw Facilities                                   43
    6.5      Funding Top-up Loans                                             43
    6.6      Payment of Charge Offs                                           44

7   Substitution of Mortgages                                                 44

    7.1      Purchase of Substitute Mortgages                                 44

8   Notifications of Calculations                                             45

9   Amendments to Master Trust Deed                                           46

10  Rating Agency Requirements                                                58

    10.1     Designated Rating Agencies                                       58
    10.2     Designated Ratings                                               58
    10.3     Minimum Rating Requirements                                      59
    10.4     Banks                                                            59
    10.5     Notifications to Designated Rating Agencies                      59
    10.6     No other Requirements                                            59
    10.7     Loan Facilities                                                  59
    10.8     Top-up Loans                                                     60

11  Threshold Rate                                                            60

12  Beneficiaries                                                             62

13  Note Trustee                                                              62

    13.1     Capacity                                                         62
    13.2     Exercise of rights                                               62
    13.3     Representation and warranty                                      62
    13.4     Payments                                                         63

14  Security Trust Deed                                                       63

15  Miscellaneous                                                             63

    15.1     Banking Day                                                      63
    15.2     Provisions of the Master Trust Deed to apply                     63
    15.3     Limitation of Liability                                          63
    15.4     Aggregate Outstanding Principal Balance of Notes                 63
    15.5     Attorney                                                         63
    15.6     Know Your Customer                                               63
    15.7     Compliance with Regulation AB                                    64


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Freehills Sydney\005068601                                                page 2
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

16  Privacy                                                                   64

Schedule 1 - Supplementary Bond Terms Notice: SMHL Global Fund No. [ ] -
  Liquidity Notes                                                             68



















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Freehills Sydney\005068601                                                page 3
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

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Supplementary Bond Terms Notice - SMHL Global Fund No. [  ]

Class A Notes and Class B Notes

To:        Perpetual Limited
           ABN 86 000 431 827
           as trustee of the SMHL Global Fund No.[  ]
           (Trustee)

From:      ME Portfolio Management Limited
           ABN 79 005 964 134
           as manager of the SMHL Global Fund No. [  ]
           (Manager)

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1     Function

            This Supplementary Bond Terms Notice:

            (a)   accompanies a Securitisation Fund Bond Issue Direction dated
                  [#], as the same may be amended from time to time, in
                  relation to a proposed issue of Notes by the Trustee;

            (b)   sets out the Supplementary Bond Terms for the classes of Notes
                  named in the Bond Issue Direction as "Class A[ ] Notes",
                  "Class A[ ] Notes", "Class A[ ] Notes" and "Class B Notes";
                  and

            (c)   shall be entered into the Register by the Trustee pursuant to
                  clause 23.1(f) of the Master Trust Deed.

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2     Definitions and Interpretation

      2.1   Definitions

            In this Supplementary Bond Terms Notice (including clause 1) and in
            respect of the Securitisation Fund and the Master Trust Deed the
            following definitions apply, unless the context indicates a contrary
            intention:

            A$ Class A Interest Amount means, for any Payment Date in relation
            to a Confirmation for Class A Offered Notes, the amount in
            Australian dollars which is calculated:

            (a)   on a daily basis at the applicable rate set out in that
                  Confirmation (being AUD-BBR-BBSW, as defined in the ISDA
                  Definitions, as at the first day of the Interest Period ending
                  on (but excluding) that Payment Date with a designated
                  maturity of 90 days (or in the case of the first Interest
                  Period, the rate will be determined by linear interpolation
                  calculated by reference to the duration of that first Interest
                  Period) plus the relevant Spread);


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Freehills Sydney\005068601                                                page 1
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (b)   on the A$ Equivalent of the aggregate of the Invested Amount
                  of those Class A Offered Notes as at the first day of the
                  Interest Period ending on (but excluding) that Payment Date;
                  and

            (c)   on the basis of the actual number of days in that Interest
                  Period and a year of 365 days.

            A$ Equivalent means:

            (a)   in relation to an amount denominated or to be denominated in
                  US$, the amount converted to (and denominated in) A$ at the A$
                  Exchange Rate;

            (b)   in relation to an amount denominated or to be denominated in
                  (euro), the amounts converted to (and denominated in) A$ at
                  the A$ Exchange Rate; or

            (c)   in relation to an amount denominated in A$, the amount of A$.

            A$ Exchange Rate means, on any date:

            (a)   in respect of (euro) - the rate of exchange (set as at the
                  commencement of the Euro Currency Swap) applicable under the
                  Euro Currency Swap for the exchange of Euros for Dollars; and

            (b)   in respect of US$ - the rate of exchange (set as at the
                  commencement of the US Currency Swap) applicable under the US
                  Currency Swap for the exchange of United States Dollars for
                  Dollars.

            Authorised Signatory means:

            (a)   in relation to the Note Trustee, any duly authorised officer
                  of the Note Trustee and any other duly authorised person of
                  the Note Trustee;

            (b)   in relation to the Principal Paying Agent, any duly authorised
                  officer of the Principal Paying Agent and any other duly
                  authorised person of the Principal Paying Agent; and

            (c)   in relation to the Calculation Agent, any duly authorised
                  officer of the Calculation Agent and any other duly authorised
                  person of the Calculation Agent.

            Bank means:

            (a)   for the purposes of paragraph (a) of the definition of Banking
                  Day and the definition of US$ Account and Euro Account:

                  (1)   a corporation authorised under the Banking Act 1959
                        (Cth) to carry on general banking business in Australia
                        or a corporation formed or incorporated under any Act of
                        the Parliament of an Australian Jurisdiction to carry on
                        the general business of banking;

                  (2)   a person authorised under the Banking Act 1987 (UK) to
                        carry on a deposit taking business; or

                  (3)   a banking institution or trust company organised or
                        doing business under the laws of the United States of
                        America or any of its states; and

            (b)   in any other case, a corporation authorised under the Banking
                  Act 1959 (Cth) to carry on general banking business in
                  Australia or a corporation formed or incorporated under an Act
                  of the Parliament of an Australian Jurisdiction to carry on
                  the general business of banking.


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Freehills Sydney\005068601                                                page 2
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Banking Day means:

            (a)   in relation to the Note Trust Deed, any Class A Note
                  (including any Condition), and any payment of US$ under the US
                  Currency Swap or (euro) under the Euro Currency Swap and the
                  definition of "Cut-Off" in this clause 2.1, any day, other
                  than a Saturday, Sunday or public holiday, on which Banks are
                  open for business in London, Sydney, Melbourne and New York
                  and which is a TARGET Settlement Day;

            (b)   in relation to any Class B Note, any other Transaction
                  Document and any payments of A$, any day, other than a
                  Saturday, Sunday or public holiday, on which Banks are open
                  for business in Sydney and Melbourne.

            Benchmark Rate in relation to an Interest Period means the rate
            expressed as a percentage per annum calculated by taking the rates
            appearing on the Reuters Screen page BBSW at approximately 10.10 am
            Sydney time on (subject to this definition) the first Banking Day of
            that Interest Period for each Bank so quoting (being no fewer than
            5) as being the mean buying and selling rate for a bill of exchange
            of the type specified for the purpose of quoting on the Reuters
            Screen page BBSW and having a tenor closest to the term of that
            Interest Period, eliminating the highest and lowest mean rates and
            taking the average of the remaining mean rates and then (if
            necessary) rounding the resultant figure upwards to 4 decimal places
            (or, in the case of the first Interest Period, the rate will be
            determined by linear interpolation calculated by reference to the
            duration of the first Interest Period). If fewer than 5 Banks quote
            on the Reuters Screen page BBSW the Benchmark Rate for that Interest
            Period shall be calculated as above by taking the rates otherwise
            quoted by 5 Banks or 5 institutions otherwise authorised to quote
            rates on the Reuters Screen page BBSW at or about 10.10 am (Sydney
            time) for a bill of exchange having a tenor closest to the term of
            that Interest Period, on application by the Manager for such a bill
            of the same tenor (or, in the case of the first Interest Period, the
            rate will be determined by linear interpolation calculated by
            reference to the duration of the first Interest Period). If a rate
            cannot be determined in accordance with the foregoing procedures,
            then the Benchmark Rate shall mean such rate as is specified in good
            faith by the Manager at or around that time on that date, having
            regard, to the extent possible, to comparable indices then available
            as to the rates otherwise bid and offered for such bills of that
            tenor around that time.

            Beneficiaries means, in relation to the Fund, the Capital
            Beneficiary and the Income Beneficiary.

            Bond Issue Direction means the Securitisation Fund Bond Issue
            Direction referred to in clause 1(a).

            Book-Entry Note means:

            (a)   a Class A[ ] Book-Entry Note; or

            (b)   a Class A[ ] Book-Entry Note.

            Calculation Agent has the same meaning as in the Note Trust Deed.

            Calculation Period means a Monthly Calculation Period or a Quarterly
            Calculation Period.


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Freehills Sydney\005068601                                                page 3
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Capital Beneficiary means [ #].

            Carry Over Class A Charge Offs means, at any Cut-Off, in relation to
            a Class A Note, the aggregate of Class A Charge Offs in relation to
            that Class A Note prior to that Cut-Off which have not been
            reinstated under clauses 6.1(a)(11), 6.1(a)(12), 6.1(c)(11) or
            6.1(c)(12).

            Carry Over Class B Charge Offs means, at any Cut-Off, in relation to
            a Class B Note, the aggregate of Class B Charge Offs in relation to
            that Class B Note prior to that Cut-Off which have not been
            reinstated under clauses 6.1(a)(13) or 6.1(c)(13).

            Carry Over Redraw Charge Offs means, at any Cut-Off, in relation to
            a Redraw Funding Facility, the aggregate Redraw Charge Offs in
            relation to that Redraw Funding Facility prior to that Cut-Off which
            have not been reinstated under clauses 6.1(a)(11), 6.1(a)(12),
            6.1(c)(11) or 6.1(c)(12).

            Carry Over Top-up Charge Offs means, at any Cut-Off, in relation to
            a Top-up Funding Facility, the aggregate Top-up Charge Offs in
            relation to that Top-up Funding Facility prior to that Cut-Off which
            have not been reinstated under clauses 6.1(a)(11), 6.1(a)(12),
            6.1(c)(11) or 6.1(c)(12).

            Cash Collateral means, at any time, the balance of the Cash
            Collateral Account at that time.

            Cash Collateral Account means the ledger account established and
            maintained by the Manager in accordance with clause 5.

            Charged Property has the same meaning as in the Security Trust Deed.

            Class includes each class constituted by the Class A Notes and the
            Class B Notes.

            Class A Charge Offs means, in relation to a Class A Note, the amount
            of any reduction in the Outstanding Principal Balance of that Class
            A Note under clauses 3.20(a)(2)(A) and 3.20(b)(2)(A).

            Class A Interest means:

            (a)   all Class A[ ] Interest; and

            (b)   all interest accrued on the Class A Offered Notes in respect
                  of an Interest Period in accordance with clause 3.6.

            Class A Note means a Class A Offered Note or a Class A[ ] Note.

            Class A Noteholder means a Noteholder of a Class A Note.

            Class A Offered Note means a Class A[ ] Note or a Class A[ ] Note.

            Class A Offered Noteholder means a Noteholder of a Class A Offered
            Note.

            Class A Outstanding Principal Balance means, in relation to a Class
            A Note, the Outstanding Principal Balance of the Class A Note.

            Class A[ ] Book-Entry Note means a book-entry note issued or to be
            issued by the Trustee in registered form under clause 3.1 of the
            Note Trust Deed representing Class A[ ] Notes and substantially in
            the form of part A of schedule 1 to the Note Trust Deed.

            Class A[ ] Definitive Note means a note in definitive form (which
            must be in registered form) issued or to be issued in respect of any
            Class A[ ] Note under, and in the circumstances specified in, clause
            3.3 of the Note Trust Deed, and includes any replacement for a Class
            A[ ] Definitive Note issued under Condition 11.


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Freehills Sydney\005068601                                                page 4
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Class A[ ] Note means a Note issued as a Class A[ ] Note by the
            Trustee with the characteristics of a Class A[ ] Note under this
            Supplementary Bond Terms Notice and the Bond Issue Direction and
            includes any relevant Book-Entry Note (or any part or interest in)
            and any relevant Definitive Note.

            Class A[ ] Book Entry Note means a:

            (a)   Temporary Class A[ ] Global Note; or

            (b)   Permanent Class A[ ] Global Note.

            Class A[ ] Definitive Note means a note in definitive form (which
            must be in registered form) issued or to be issued in respect of any
            Class A[ ] Note under, and in the circumstances specified in, clause
            3.4 of the Note Trust Deed, and includes any replacement for a Class
            A[ ] Definitive Note issued under Condition 11.

            Class A[ ] Note means a Note issued as a Class A[ ] Note by the
            Trustee with the characteristics of a Class A[ ] Note under this
            Supplementary Bond Terms Notice and the Bond Issue Direction and
            includes any relevant Book-Entry Note (or any part or interest in)
            and any relevant Definitive Note.

            Class A[ ] Interest means all interest accrued on the Class A[ ]
            Notes in respect of an Interest Period in accordance with clause
            3.6.

            Class A[ ] Note means a Note issued as a Class A[ ] Note by the
            Trustee with the characteristics of a Class A[ ] Note under this
            Supplementary Bond Terms Notice and the Bond Issue Direction.

            Class B Charge Offs means in relation to a Class B Note, the amount
            of any reduction in the Outstanding Principal Balance of that Class
            B Note under clause 3.20(a)(1) and 3.20(b)(1).

            Class B Interest means all interest accrued on the Class B Notes in
            respect of an Interest Period in accordance with clause 3.6.

            Class B Note means a Note issued as a Class B Note by the Trustee
            with the characteristics of a Class B Note under this Supplementary
            Bond Terms Notice and the Bond Issue Direction.

            Class B Noteholder means a Noteholder of a Class B Note.

            Clearing Agency means:

            (a)   in relation to the Class A[ ] Notes, DTC, an organisation
                  registered as a clearing agency pursuant to Section 17A of the
                  Exchange Act and appointed by the Manager and the Trustee to
                  hold Notes (directly or through a Common Depository);

            (b)   in relation to the Class A[ ] Notes, Euroclear or Clearstream,
                  Luxembourg (directly or through a Common Depository); and

            (c)   in relation to the Class A[ ] Notes, Euroclear, Clearstream,
                  Luxembourg or Austraclear.

            Closing Date means the Bond Issue Date in relation to the Notes and
            is, in relation to the Securitisation Fund, [#] or such later date
            as may be agreed between the Trustee and the Manager.


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Freehills Sydney\005068601                                                page 5
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Collections means, subject to clause 3.17, in relation to each
            Calculation Period, the aggregate of all moneys received by or on
            behalf of the Trustee or, in respect of amounts under clause 5.4 and
            clause 3(b)(1) of the Payment Funding Facility, which are to be
            applied towards Collections, in respect of the Securitisation Fund
            during that Calculation Period including:

            (a)   payments of interest, principal, fees and other amounts under
                  the Loans;

            (b)   proceeds from the enforcement of the Loans;

            (c)   amounts received under the Relevant Mortgage Insurance
                  Policies;

            (d)   amounts recovered from losses on Loans not previously
                  received;

            (e)   amounts received from the Mortgage Manager for breaches of
                  representations or undertakings which have not been designated
                  by the Manager as Suspended Moneys;

            (f)   any interest income received during that Calculation Period in
                  respect of Authorised Investments not being funds credited to
                  the Cash Collateral Account or received under the Payment
                  Funding Facility;

            (g)   any amounts received on termination of an Interest Hedge or
                  Currency Swap following default by the Interest Hedge Provider
                  or a Currency Swap Provider respectively; and

            (h)   amounts (if any) held as collateral against default under an
                  Interest Hedge or Currency Swap following a default by the
                  Interest Hedge Provider or a Currency Swap Provider
                  respectively,

            but excluding:

            (i)   receipts (whether of an income nature or, upon sale or
                  maturity, of a capital nature) in respect of Authorised
                  Investments comprised in the Cash Collateral Account;

            (j)   receipts which the Trustee is obliged to pay to a Relevant
                  Mortgage Insurer under a Relevant Mortgage Insurance Policy;

            (k)   receipts under any Redraw Funding Facility or Top-Up Funding
                  Facility;

            (l)   receipts under or arising from any drawing under any Payment
                  Funding Facility;

            (m)   to the extent that the Interest Hedge Provider has not
                  defaulted under the relevant Interest Hedge, receipts from an
                  Interest Hedge Provider which, as a consequence of a downgrade
                  or withdrawal of the rating of the Interest Hedge Provider by
                  a Designated Rating Agency, have been provided to the Trustee
                  as collateral against default by the Interest Hedge Provider
                  under the relevant Interest Hedge;

            (n)   to the extent that a Currency Swap Provider has not defaulted
                  under the relevant Currency Swap, receipts from a Currency
                  Swap Provider which, as a consequence of a downgrade or
                  withdrawal of the rating of the Currency Swap Provider by a
                  Designated Rating Agency, have been provided to the Trustee as
                  collateral against default by the Currency Swap Provider under
                  the relevant Currency Swap; and

            (o)   receipts that have been designated by the Manager as Suspended
                  Moneys.


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Freehills Sydney\005068601                                                page 6
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Commission means the United States Securities and Exchange
            Commission.

            Common Depository means:

            (a)   in respect of Class A[ ] Notes, Cede & Co, as nominee for DTC,
                  or any other common depository for any Clearing Agency in
                  respect of the Class A[ ] Notes appointed from time to time to
                  hold any Class A[ ] Book-Entry Note; and

            (b)   in respect of Class A[ ] Notes, The Bank of New York or its
                  nominee, as nominee for Euroclear or Clearstream, Luxembourg,
                  or any other common depository for any Clearing Agency in
                  respect of the Class A[ ] Notes appointed from time to time to
                  hold any Class A[ ] Book-Entry Note.

            Conditions means:

            (a)   the Conditions for the Class A[ ] Notes in the form set out in
                  part A of schedule 4 to the Note Trust Deed (but, so long as
                  the Class A[ ] Notes are represented by Class A[ ] Book-Entry
                  Notes, with the deletion of any provisions which are
                  applicable only to the Class A[ ] Definitive Notes), as the
                  same may from time to time be modified in accordance with this
                  Supplementary Bond Terms Notice and the Note Trust Deed; and

            (b)   the Conditions for the Class A[ ] Notes in the form set out in
                  part B of schedule 4 to the Note Trust Deed (but, so long as
                  the Class A[ ] Notes are represented by Class A[ ] Book-Entry
                  Notes, with the deletion of any provisions which are
                  applicable only to the Class A[ ] Definitive Notes), as the
                  same may from time to time be modified in accordance with this
                  Supplementary Bond Terms Notice and the Note Trust Deed.

            Any reference in this Supplementary Bond Terms Notice to a
            particular numbered Condition shall be construed accordingly.

            Confirmation means, in respect of a Currency Swap, any Confirmation
            (as defined in the Currency Swap).

            Corporations Act means the Corporations Act 2001 (Cth).

            Currency Swap means the US Currency Swap and the Euro Currency Swap.

            Currency Swap Provider means the US Currency Swap Provider and the
            Euro Currency Swap Provider.

            Cut-Off means each Monthly Cut-Off or Quarterly Cut-Off, as the
            context requires.

            Cut-Off Date means the close of business, [ ].

            Definitive Note means a:

            (a)   a Class A[ ] Definitive Note; or

            (b)   a Class A[ ] Definitive Note.

            Designated Rating Agency means, S&P or Moody's or Fitch Ratings.

            DTC means the Depository Trust Company.


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Freehills Sydney\005068601                                                page 7
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            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

            (c)   created otherwise arising in or over any interest in any asset
                  under a bill of sale, mortgage, change, 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.

            EURIBOR means, in relation to any Interest Period and any Class A[ ]
            Note, the rate of interest determined by the Calculation Agent as
            follows:

            (a)   on the second Banking Day before the beginning of each
                  Interest Period (each an Interest Determination Date), the
                  rate "EUR-EURIBOR-Telerate" as the applicable Floating Rate
                  Option under the ISDA Definitions being the rate applicable to
                  any Interest Period for three-month (or, in the case of the
                  first Interest Period, the rate will be determined by linear
                  interpolation calculated by reference to the duration of the
                  first Interest Period) deposits in Euros which appears on the
                  Telerate Page 248 as of 11:00 a.m., Brussels time, determined
                  on the Interest Determination Date by the Calculation Agent;

            (b)   if such rate does not appear on the Telerate Page 248, the
                  rate for that Interest Period will be determined as if the
                  Trustee and the Calculation Agent had specified
                  "EUR-EURIBOR-Reference Banks" as the applicable Floating Rate
                  Option under the ISDA Definitions. "EUR-EURIBOR-Reference
                  Banks" means that the rate for an Interest Period will be
                  determined on the basis of the rates at which deposits in
                  Euros are offered by the Reference Banks (being four major
                  banks in the Euro-zone interbank market agreed to by the
                  Calculation Agent and the Euro Currency Swap Provider) at
                  approximately 11:00 a.m., Brussels time, on the Interest
                  Determination Date to prime banks in the Euro-zone interbank
                  market for a period of three months (or, in the case of the
                  first Interest Period, the rate will be determined by linear
                  interpolation calculated by reference to the duration of the
                  first Interest Period) commencing on the first day of the
                  Interest Period and in Representative Amount (as defined in
                  the ISDA Definitions). The Calculation Agent will request the
                  principal Euro-zone office of each of the Reference Banks to
                  provide a quotation of its rate. If at least two such
                  quotations are provided, the rate for that Interest Period
                  will be the arithmetic mean of the quotations. If fewer than
                  two quotations are provided as requested, the rate for that
                  Interest Period will be the arithmetic mean of the rates
                  quoted by major banks in /the Euro-zone interbank market,
                  selected by the Calculation Agent and the Euro Currency Swap
                  Provider, at approximately 11:00 a.m., Brussels time, on that
                  Interest Determination Date for loans in Euros to leading
                  European banks for a period of three months (or, in the case
                  of the first Interest Period, the rate will be determined by
                  linear interpolation calculated by reference to the duration
                  of the first Interest Period) commencing on the first day of
                  the Interest Period and in a Representative Amount;


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Freehills Sydney\005068601                                                page 8
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                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (c)   if no such rates are available in the Euro-zone interbank
                  market, then the rate for such Interest Period will be the
                  most recently determined rate in accordance with this
                  paragraph.

            In this definition of EURIBOR, Banking Day means any day which is a
            TARGET Settlement Day.

            Euro and (euro) means the single currency introduced at the third
            stage of the European Economic Monetary Union pursuant to the Treaty
            establishing the European Community as amended.

            Euro Account means, in relation to the Fund, the Euro account of the
            Principal Paying Agent for the Fund or any other account opened and
            maintained outside Australia, of the Principal Paying Agent for the
            Fund so long as the Principal Paying Agent is a Bank which complies
            with clause 10.4(a).

            Euro Currency Swap means the master agreement dated on or about the
            date of this Supplementary Bond Terms Notice between the Trustee in
            its capacity as trustee of the Securitisation Fund, the Manager and
            the Euro Currency Swap Provider, on the terms of the ISDA Master
            Agreement (with amendments thereto), each Transaction (as defined in
            that agreement) entered into in accordance with that agreement under
            which the Euro Currency Swap Provider agrees to pay certain amounts
            in (euro) to the Trustee or at the Trustee's direction in exchange
            for certain amounts in A$ or any other Hedge or similar terms which,
            if entered into, will not result in the downgrading of, or
            withdrawal of the ratings for, any Notes.

            Euro Currency Swap Provider means, initially, [#] and thereafter any
            other person who is or becomes party to a Euro Currency Swap.

            Euro Exchange Rate means, on any date, the rate of exchange (set at
            the commencement of the Euro Currency Swap) applicable under the
            Euro Currency Swap for the exchange of Euros for Dollars.

            Exchange Act means the United States Securities Exchange Act of
            1934.

            Final Interest Period Adjustment means, in relation to the last
            Monthly Interest Period or the last Quarterly Interest Period, if
            the Outstanding Principal Balance of any Note on the due date for
            redemption is not zero and payment of principal due is improperly
            withheld or refused, the final Interest Period ends on the day on
            which:

            (a)   the monies in respect of that Note have been received by the
                  Note Trustee or the Principal Paying Agent and notice to that
                  effect has been given in accordance with the relevant
                  Condition; or

            (b)   the Outstanding Principal Balance of that Note has been
                  reduced to zero provided that interest will thereafter begin
                  to accrue from (and including) any date on which the Invested
                  Amount of the Notes becomes greater than zero.

            Final Maturity Date means in respect of each Class the earlier of:

            (a)   (1) for Class A Notes - [#]; and

                  (2) for Class B Notes - [#],

            in each case, the date specified is subject to adjustment in
            accordance with the Modified Following Business Day Convention; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                                page 9
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (b)   the date declared by the Trustee at the direction of the
                  Manager in accordance with clause 4.

            Hedge in relation to the Fund includes any Interest Hedge and each
            Currency Swap.

            Income Beneficiary means [ #].

            Initial Payment Funding Facility means the Payment Funding Facility
            dated on or about the date of this Supplementary Bond Terms Notice.

            Interest means Class A Interest or Class B Interest.

            Interest Collections means, in relation to a Calculation Period, all
            Collections for that Calculation Period other than Principal
            Collections.

            Interest Hedge means each master agreement made between the Trustee
            and the Manager on one hand and the Interest Hedge Provider on the
            terms of the ISDA Master Agreement (with amendments thereto), each
            Transaction (as defined in that agreement) entered into in
            accordance with that agreement in relation to the interest rate risk
            arising from a Mortgage under which all or part of the interest
            payable is fixed.

            Interest Hedge Provider means, in relation to an Interest Hedge, the
            person who has entered into that Interest Hedge with the Trustee
            other than the Manager.

            Interest Period means each Monthly Interest Period and each
            Quarterly Interest.

            Interest Rate means, in relation to:

            (a)   a Class A[ ] Note and an Interest Period, LIBOR in relation to
                  that Interest Period;

            (b)   a Class A[ ] Note and an Interest Period, EURIBOR in relation
                  to that Interest Period;

            (c)   a Class A[ ] Note and an Interest Period, [the Benchmark Rate]
                  in relation to that Interest Period;

            (d)   Class B Note and an Interest Period, the Benchmark Rate in
                  relation to that Interest Period;

            (e)   a Liquidity Note and an Interest Period, the Benchmark Rate in
                  relation to that Interest Period,

            plus, in all cases, the relevant Margin for the relevant Note.

            Invested Amount means at any time in relation to a Note, an amount
            equal to:

            (a)   the Original Principal Balance of the Note; minus

            (b)   all repayments of principal made in relation to the Note.

            Irish Paying Agent means AIB/BNY Fund Management (Ireland) Limited
            or any successor as Irish Paying Agent under the Note Trust Deed.

            ISDA means the International Swaps and Derivatives Association, Inc.
            (formerly the International Swaps Dealers Association Inc).

            ISDA Definitions means the 2000 Definitions published by ISDA as
            amended from time to time.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 10
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            ISDA Master Agreement means the June 1992 Multicurrency-Cross border
            edition of the Master Agreement published by ISDA, any schedule
            forming part of that Agreement and the relevant addenda to it.

            Lead Manager means, in respect of the Class A Notes, [ ].

            LIBOR means, in relation to any Interest Period and any Class A[ ]
            Note, the rate of interest determined by the Calculation Agent as
            follows:

            (a)   on the second Banking Day before the beginning of each
                  Interest Period (each an Interest Determination Date), the
                  rate "USD-LIBOR-BBA" as the applicable Floating Rate Option
                  under the ISDA Definitions being the rate applicable to any
                  Interest Period for three-month (or in the case of the first
                  Interest Period, the rate will be determined by linear
                  interpolation calculated by reference to the duration of that
                  first Interest Period) deposits in United States Dollars which
                  appears on the Telerate Page 3750 as of 11.00 am, London time,
                  determined on the Interest Determination Date by the
                  Calculation Agent;

            (b)   if such rate does not appear on the Telerate Page 3750, the
                  rate for that Interest Period will be determined as if the
                  Trustee and the Calculation Agent had specified
                  "USD-LIBOR-Reference Banks" as the applicable Floating Rate
                  Option under the ISDA Definitions. "USD-LIBOR-Reference Banks"
                  means that the rate for an Interest Period will be determined
                  on the basis of the rates at which deposits in US Dollars are
                  offered by the Reference Banks (being four major banks in the
                  London interbank market agreed to by the Calculation Agent and
                  the US Currency Swap Provider) at approximately 11.00 am,
                  London time, on the Interest Determination Date to prime banks
                  in the London interbank market for a period of three months
                  (or in the case of the first Interest Period, the rate will be
                  determined by linear interpolation calculated by reference to
                  the duration of that first Interest Period) commencing on the
                  first day of the Interest Period and in a Representative
                  Amount (as defined in the ISDA Definitions). The Calculation
                  Agent will request the principal London office of each of the
                  Reference Banks to provide a quotation of its rate. If at
                  least two such quotations are provided, the rate for that
                  Interest Period will be the arithmetic mean of the quotations.
                  If fewer than two quotations are provided as requested, the
                  rate for that Interest Period will be the arithmetic mean of
                  the rates quoted by not less than two major banks in New York
                  City, selected by the Calculation Agent and the US Currency
                  Swap Provider, at approximately 11.00 am, New York City time,
                  on that Interest Determination Date for loans in US Dollars to
                  leading European banks for a period of three months (or in the
                  case of the first Interest Period, the rate will be determined
                  by linear interpolation calculated by reference to the
                  duration of that first Interest Period) commencing on the
                  first day of the Interest Period and in a Representative
                  Amount;

            (c)   if no such rates are available in New York City, then the rate
                  for such Interest Period will be the most recently determined
                  rate in accordance with this paragraph.

            In this definition of LIBOR, Banking Day means any day on which
            commercial banks are open for business (including dealings in
            foreign exchange and foreign currency deposits) in London.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 11
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Liquidity Noteholder means initially, P.T. Limited and subsequently
            each person who is from time to time the holder of a Liquidity Note.

            Liquidity Notes means the liquidity notes issued by the Trustee to
            the Liquidity Noteholder in accordance with clauses 5.2(a) and
            5.2(b).

            Liquidity Notes Amount means A$[#].

            Liquidity Notes Supplementary Bond Terms means the terms in respect
            of the Class named "SMHL Global Fund No. [ ] - Liquidity Notes" set
            out in schedule 1.

            Loan Redraw Facility means, in relation to a Loan, any facility
            under which a Mortgagor may apply to redraw amounts under the Loan
            where the actual outstanding principal balance under the Loan is
            less than the scheduled principal balance of the Loan.

            LTV means, in relation to a Loan, the Outstanding Principal Balance
            of the Loan divided by the most recent market valuation held at the
            Cut-Off Date of the Land secured by the Mortgage securing that Loan.

            Manager means ME Portfolio Management Limited ABN 79 005 964 134.

            Margin means in respect of each Class:

            (a)   in respect of the Notes, up to but excluding [#], the
                  following percentage in respect of each Class:

                  (1)   Class A[ ] Notes - [#]% per annum;

                  (2)   Class A[ ] Notes - [#]% per annum;

                  (3)   Class A[ ] Notes - [#]% per annum;

                  (4)   Class B Notes - [#]% per annum; and

                  (5)   Liquidity Notes - [ ]% per annum; and

            (b)   from and including [#] the percentage per annum referred to in
                  paragraph (a) plus the following percentage in respect of each
                  Class:

                  (1)   Class A[ ] Notes - [#]% per annum;

                  (2)   Class A[ ] Notes - [#]% per annum;

                  (3)   Class A[ ] Notes - [#]% per annum;

                  (4)   Class B Notes - 0.000% per annum; and

                  (5)   Liquidity Notes - 0.000% per annum.

            Master Trust Deed means the Master Trust Deed dated 4 July 1994 made
            between the Trustee and the Manager and providing for the
            establishment of a series of separate trusts known collectively as
            the Superannuation Members' Home Loans Trusts, as amended and
            restated from time to time.

            Modified Following Business Day Convention has the meaning given to
            it in the ISDA Definitions.

            Monthly Calculation Period means, in relation to a Monthly Payment
            Date:

            (a)   which relates to the first Monthly Calculation Period:


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 12
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (1)   with respect to the principal under the Loans secured by
                        Mortgages comprised in Assets of the Securitisation
                        Fund, the period from and including the Cut-Off Date
                        until the first Monthly Cut-Off; and

                  (2)   with respect to all other amounts received or applied by
                        the Trustee, the period from and including the Closing
                        Date until the first Monthly Cut-Off;

            (b)   which relates to the last Monthly Calculation Period, from but
                  excluding the last day of the prior Monthly Calculation Period
                  to and including the day on which all amounts due on the Notes
                  are redeemed in full; and

            (c)   which relates to any other period, each period commencing
                  immediately after one Monthly Cut-Off and ending at the next
                  Monthly Cut-Off.

            Monthly Cut-Off means, in relation to a Monthly Payment Date, the
            close of business on the day which is 7 Banking Days before that
            Monthly Payment Date.

            Monthly Interest Period means, in relation to a Monthly Payment
            Date:

            (a)   which relates to the first Monthly Interest Period, the period
                  from (and including) the Closing Date to (but excluding) the
                  first Monthly Payment Date; and

            (b)   which relates to the last Monthly Interest Period, the period
                  from (but excluding) the preceding Monthly Payment Date to
                  (and including) the day on which all amounts due on the Notes
                  are redeemed in full subject to any necessary Final Interest
                  Period Adjustment; and

            (c)   which relates to any other period, each period commencing
                  immediately after one Monthly Payment Date and ending at the
                  next Monthly Payment Date.

            Monthly Payment Date means the [#] day of each calendar month
            (Sydney time) after the Closing Date, with the first Monthly Payment
            Date being [#] and the last Monthly Payment Date being the Final
            Maturity Date, but, in each case if that day is not a Banking Day,
            the Monthly Payment Date shall be adjusted in accordance with the
            Modified Following Business Day Convention.

            Mortgage Transfer Proposal means a mortgage transfer proposal as
            that term is defined in the Master Trust Deed with such amendment as
            may be necessary to give effect to clause 7 of this deed.

            Note means a Bond being a Class A Note or a Class B Note referred to
            in this Supplementary Bond Terms Notice, and, in relation to a Class
            A Offered Note, includes the Conditions relating to a Class A
            Offered Note.

            Noteholder means, at any time, the person who:

            (a)   in relation to a Class A[ ] Note and a Class B Note, is
                  registered as the holder of that Note at that time;

            (b)   in relation to a Definitive Note, is the registered holder of
                  that Note at that time; or

            (c)   in relation to a Note which is represented by a Book-Entry
                  Note, unless the context requires otherwise, is noted on the
                  Note Register as a noteholder.

            The words holder and holders shall (where appropriate) be construed
            accordingly.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 13
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Note Register means the register kept by the Note Registrar to
            provide for the registration and transfer of Class A Offered Notes
            under the Note Trust Deed.

            Note Registrar means The Bank of New York or any successor note
            registrar approved in writing by the Note Trustee and appointed
            under the Note Trust Deed.

            Note Trust Deed means the deed so entitled dated on or about the
            date of this Supplementary Bond Terms Notice between The Bank of New
            York as Note Trustee, the Principal Paying Agent, the Irish Paying
            Agent, the Calculation Agent, the Note Registrar, the Trustee, the
            Manager and the Security Trustee.

            Note Trustee means The Bank of New York or any successor Note
            Trustee appointed under the Note Trust Deed.

            Original LTV means, in relation to a Loan, the Original Principal
            Balance of the Loan and the original amount advanced under any
            Top-up Loan made prior to the Cut-Off divided by the most recent
            market valuation (for the purposes of the relevant Top-up Loan) held
            at the Cut-Off of the Land secured by the Mortgage securing that
            Loan.

            Original Principal Balance means in relation to a Note, the initial
            Face Value of that Note.

            Outstanding Principal Balance means:

            (a)   at any time in relation to a Note, an amount equal to:

                  (1)   the Original Principal Balance of the Note; minus

                  (2)   all repayments of principal made in relation to that
                        Note (other than amounts applied under clauses
                        6.1(a)(11), 6.1(a)(12), 6.1(a)(13), 6.1(c)(11),
                        6.1(c)(12) or 6.1(c)(13)); minus

                  (3)   the Carry Over Class A Charge Offs or the Carry Over
                        Class B Charge Offs (if any and as the case requires)
                        for the Note; plus

                  (4)   the amount to be applied, or available to be applied,
                        under clauses 6.1(a)(11), 6.1(a)(12), 6.1(a)(13),
                        6.1(c)(11), 6.1(c)(12) or 6.1(c)(13) (if any and as the
                        case requires) in reinstating the Outstanding Principal
                        Balance of the Note; and

            (b)   at any time in relation to a Loan, the then outstanding
                  principal under the Loan secured by the Mortgage.

            Paying Agent means, in respect of any Class A Offered Notes, any
            person appointed as a Paying Agent under the Note Trust Deed and
            includes the Principal Paying Agent and the Irish Paying Agent.

            Paying Office in respect of any Class A Offered Notes has the same
            meaning as in the Note Trust Deed.

            Payment Date means each Monthly Payment Date and each Quarterly
            Payment Date, as the context requires.

            Payment Funding Facility means any facility provided to the Trustee
            to enable the Trustee to support or fund payments required or to be
            made by the Trustee in respect of any Enhancement or Interest Hedge
            or as otherwise provided in that facility and in a form approved by
            each Designated Rating Agency.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 14
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Permanent Class A[ ] Global Note means a Class A[ ] Book-Entry Note
            issued or to be issued by the Trustee in registered form under
            clause 3.1 of the Note Trust Deed representing Class A[ ] Notes and
            substantially in the form of part C of schedule 1 of the Note Trust
            Deed.

            Pool means all of the Loans related to the Mortgages which comprise
            the Assets of the Securitisation Fund.

            Principal Collections means, in relation to a Calculation Period,
            the amount equal to the excess of the aggregate Unpaid Balance of
            the Loans secured by the Mortgages comprised in the Assets of the
            Fund as of the first day of that Calculation Period over the
            aggregate Unpaid Balance of the Loans secured by the Mortgages
            comprised in the Assets of the Fund as of the last day of that
            Calculation Period, plus in the case of the first Calculation Period
            only, an amount equal to:

            (a)   the aggregate Original Principal Balance of the Class A Notes
                  and Class B Notes; minus

            (b)   the aggregate Unpaid Balance of the Loans secured by the
                  Mortgages comprised in the Assets of the Fund as at the Bond
                  Issue Date.

            Principal Entitlement in relation to a Note for a Payment Date means
            the principal amount payable in respect of that Note on that Payment
            Date pursuant to clause 3.9.

            Principal Paying Agent means The Bank of New York or any successor
            as Principal Paying Agent under the Note Trust Deed.

            Principal Repayment Pool means, on any Payment Date the amount
            required to be paid, and available for payment to, Noteholders in
            accordance with clause 6.2.

            Quarterly Calculation Period means, in relation to a Quarterly
            Payment Date:

            (a)   which relates to the first Quarterly Calculation Period:

                  (1)   with respect to the principal under the Loans secured by
                        Mortgages comprised in Assets of the Securitisation
                        Fund, the period from and including the Cut-Off Date
                        until the first Quarterly Cut-Off; and

                  (2)   with respect to all other amounts received or applied by
                        the Trustee, the period from and including the Closing
                        Date until the first Quarterly Cut-Off;

            (b)   which relates to the last Quarterly Calculation Period, from
                  but excluding the last day of the prior Quarterly Calculation
                  Period to and including the day on which all amounts due on
                  the Notes are redeemed in full; and

            (c)   which relates to any other period, each period commencing
                  immediately after one Quarterly Cut-Off and ending at the next
                  Quarterly Cut-Off.

            Quarterly Cut-Off means, in relation to a Quarterly Payment Date,
            the close of business on the day which is 7 Banking Days before that
            Quarterly Payment Date.

            Quarterly Interest Period means, in relation to a Quarterly Payment
            Date:

            (a)   which relates to the first Quarterly Interest Period, the
                  period from (and including) the Closing Date to (but
                  excluding) the first Quarterly Payment Date; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 15
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (b)   which relates to the last Quarterly Interest Period, the
                  period from (but excluding) the preceding Quarterly Payment
                  Date to (and including) the day on which all amounts due on
                  the Notes are redeemed in full subject to any necessary Final
                  Interest Period Adjustment; and

            (c)   which relates to any other period, each period commencing
                  immediately after one Quarterly Payment Date and ending at the
                  next Quarterly Payment Date.

            Quarterly Payment Date means:

            (a)   in respect of Class A[ ] Notes, the [#] day of each [#], [#],
                  [#] and [#] (New York time) after the Closing Date;

            (b)   in respect of Class A[ ] Notes, the [#] day of each [#], [#],
                  [#] and [#] (London time) after the Closing Date;

            (c)   in respect of Class B Notes, the [#] day of each [#], [#], [#]
                  and [#] after the Closing Date,

            with the first Quarterly Payment Date being [#] and the last
            Quarterly Payment Date being the Final Maturity Date, but, in each
            case if that day is not a Banking Day, the Quarterly Payment Date
            shall be adjusted in accordance with the Modified Following Business
            Day Convention.

            Realised Loss means with respect to a Loan secured by the Mortgages
            comprised in the Assets of the Fund:

            (a)   the Outstanding Principal Balance of such Loan; minus

            (b)   the total amount recovered and recoverable under the Relevant
                  Mortgage Insurance Policy; plus

            (c)   any damages or other amounts payable under or in respect of
                  the Master Trust Deed, this Supplementary Bond Terms Notice or
                  the Mortgage Origination and Management Agreement relating to
                  such Loan.

            Redraw Charge Off means, in relation to a Redraw Funding Facility,
            the amount of reduction of the Redraw Principal Outstanding under
            clauses 3.20(a)(2)(B) and 3.20(b)(2)(B).

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

            Redraw Principal Outstanding means at any time in respect of a
            Redraw Funding Facility, an amount equal to:

            (a)   all principal drawings under the Redraw Funding Facility which
                  have been used to fund a payment of principal under a Loan
                  Redraw Facility; minus

            (b)   all repayments of principal in respect of such principal
                  drawing; minus

            (c)   the Carry Over Redraw Charge Offs for the Redraw Funding
                  Facility; plus

            (d)   the amount to be applied or available to be applied under
                  clauses 6.1(a)(11), 6.1(a)(14), 6.1(c)(11) and 6.1(c)(14) in
                  repaying the Redraw Principal Outstanding under the Redraw
                  Funding Facility.

            Regulation AB means Subpart 229.1100 - Asset Backed Securities
            (Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123 as may be
            amended from time to time and subject to such clarification and
            interpretation as have been provided by the Commission in the
            adopting release (Asset-Backed Securities, Securities Act Release
            No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
            staff of the Commission or as may be provided by the Commission or
            its staff from time to time.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 16
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            Relevant Mortgage Insurance Policy means a Mortgage Insurance Policy
            issued to or held by the Trustee (in whole or in part) as trustee of
            the Securitisation Fund, or which covers Mortgages comprised in the
            Assets of the Securitisation Fund.

            Relevant Mortgage Insurer means a Mortgage Insurer under a Relevant
            Mortgage Insurance Policy.

            Required Cash Collateral means, on a Monthly Payment Date, an amount
            equal to the higher of:

            (a)   0.25% of the aggregate Outstanding Principal Balance of the
                  Loans secured by the Mortgages or such other amount as the
                  Manager and the Designated Rating Agencies agree from time to
                  time; and

            (b)   0.03% of the Total Original Principal Balance of the Notes or
                  such other amount as the Manager and the Designated Rating
                  Agencies agree from time to time,

            in each case disregarding payments and allocation of Realised Losses
            in respect of the Outstanding Principal Balance to be made on that
            Payment Date in accordance with clauses 3 and 6.

            Securities Act means the United States Securities Act of 1933, as
            amended.

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

            Security Trust Deed means the deed so entitled dated [#] between the
            Trustee, the Manager, the Note Trustee and the Security Trustee.

            Side Letter to the Mortgage Origination and Management Agreement
            means the side letter from the Manager to Members Equity Bank Pty
            Limited dated in or about May 2006.

            Spread has the meaning given in:

            (a)   the Euro Currency Swap in respect of payments by the Trustee
                  under the Euro Currency Swap; and

            (b)   the US Currency Swap in respect of payments by the trustee
                  under the US Currency Swap.

            Substitute Mortgages means any Mortgages purchased by the Trustee
            pursuant to clause 7.1(c).

            Surplus Cash Collateral means, on any Payment Date, the amount by
            which the Cash Collateral exceeds the Required Cash Collateral.

            Suspended Moneys has the meaning given to it in clause 7.1(b).

            Suspension Date means the date which is 120 days after the issue of
            the Bond Issue Confirmation Certificate (as defined in the Mortgage
            Origination and Management Agreement).

            Swap Provider means, in relation to a Hedge, the counterparty which
            enters into that arrangement with the Trustee (other than the
            Manager).


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 17
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            TARGET means the Trans-European Automated Real-time Gross Settlement
            Express Transfer system.

            TARGET Settlement Day means any day on which TARGET is open.

            Temporary Class A[ ] Global Note means a Class A[ ] Book-Entry Note
            issued or to be issued by the Trustee in registered form under
            clause 3.1 of the Note Trust Deed representing Class A[ ] Notes and
            substantially in the form of part B of schedule 1 of the Note Trust
            Deed.

            Top-up Charge Off means, in relation to a Top-up Funding Facility,
            the amount of the reduction of the Top-up Principal Outstanding
            under clauses 3.20(a)(2)(C) and 3.20(b)(2)(C).

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

            Top-up Loan means, in relation to a Loan, any additional amount
            advanced under the Loan (other than under a Loan Redraw Facility)
            and secured by the Mortgage securing the Loan.

            Top-up Principal Outstanding means at any time in respect of a
            Top-up Funding Facility, an amount equal to:

            (a)   all principal drawings under the Top-Up Funding Facility which
                  have been used to fund a payment under a Top-Up Loan; minus

            (b)   all repayments of principal in respect of such principal
                  drawings; minus

            (c)   the Carry Over Top-Up Charge Offs for the Top-Up Funding
                  Facility; plus

            (d)   the amount to be applied or available to be applied under
                  clauses 6.1(a)(11), 6.1(a)(14), 6.1(c)(11) and 6.1(c)(14) in
                  repaying the Top-up Principal Outstanding under the Top-Up
                  Funding Facility.

            Total Original Principal Balance means, as the context requires, the
            aggregate Original Principal Balance of all Notes or a Class of
            Notes.

            Total Outstanding Principal Balance means, at any time, the
            aggregate Outstanding Principal Balance at that time of all Notes or
            a Class of Notes.

            Transaction has the meaning given to it under the relevant ISDA
            Master Agreement.

            Transaction Document means each Transaction Document (as defined in
            the Master Trust Deed) to the extent that it relates to the
            Securitisation Fund or the Notes.

            Transfer Date has the meaning given to it in clause 10.9 of the
            Master Trust Deed.

            Trustee means Perpetual Limited, in its capacity as trustee of the
            Securitisation Fund.

            United States Dollars, USD and US$ means the currency of the United
            States of America.

            Unpaid Balance means, at any time, an amount equal to:

            (a)   the aggregate initial Outstanding Principal Balance of Loans
                  secured by Mortgages comprised in Assets of the Securitisation
                  Fund; minus


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 18
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (b)   all repayments of principal in respect of such Loans which
                  have not been redrawn.

            US$ Account means, in relation to the Fund, the US$ account of the
            Principal Paying Agent for the Fund or any other account opened and
            maintained outside Australia, of the Principal Paying Agent for the
            Fund so long as the Principal Paying Agent is a Bank which complies
            with clause 10.4(a).

            US$ Exchange Rate means, on any date, the rate of exchange (set as
            at the commencement of the Currency Swap) applicable under the
            Currency Swap for the exchange of Dollars for United States Dollars.

            US Currency Swap means, each master agreement dated on or about the
            date of this Supplementary Bond Terms Notice between the Trustee in
            its capacity as trustee of the Securitisation Fund, the Manager and
            the US Currency Swap Provider, on the terms of the ISDA Master
            Agreement (with amendments thereto), each Transaction (as defined in
            that agreement) entered into in accordance with that agreement under
            which the US Currency Swap Provider agrees to pay certain amounts in
            US$ to the Trustee or at the Trustee's direction in exchange for
            certain amounts in A$ or any other Hedge on similar terms which, if
            entered into, will not result in the downgrading of, or withdrawal
            of the ratings for, any Notes.

            US Currency Swap Provider means, initially, [#] and thereafter any
            other person who is or becomes a party to a US Currency Swap.

      2.2   Incorporation of Master Trust Deed Definitions

            Subject to clause 2.1, each expression used herein that is defined
            in the Master Trust Deed and is not defined herein shall have the
            same meaning herein as in the Master Trust Deed.

      2.3   Interpretation

            The provisions of clause 1.2 of the Master Trust Deed shall be
            incorporated, mutatis mutandis, into this Supplementary Bond Terms
            Notice.

      2.4   Payments

            All payments of principal and interest:

            (a)   on the Class A[ ] Notes must be in United States Dollars;

            (b)   on the Class A[ ] Notes must be in Euro;

            (c)   on the Class A[ ] Notes must be in Dollars; and

            (d)   on the Class B Notes must be in Dollars.

      2.5   Acknowledgment

            The parties acknowledge that the matters contained in clauses 1 to
            12 (inclusive) and 15 of this Supplementary Bond Terms Notice result
            from decisions and directions of the Manager to the Trustee and not
            from directions or decisions made by the Note Trustee, the Principal
            Paying Agent, the Calculation Agent or the Note Registrar.


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Freehills Sydney\005068601                                               page 19
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

--------------------------------------------------------------------------------
3     Notes

      3.1   Conditions of Notes

            (a)   The conditions of the Class A Offered Notes will be as set out
                  in the Master Trust Deed as supplemented and amended by this
                  Supplementary Bond Terms Notice, the Conditions and the Note
                  Trust Deed.

            (b)   The conditions of the Class A[ ] Notes and the Class B Notes
                  will be as set out in the Master Trust Deed, as supplemented
                  and amended by this Supplementary Bond Terms Notice.

      3.2   Issue of Notes

            (a)   Class A Offered Notes must be issued in amounts, or on terms,
                  such that their offer for subscription and their issue will
                  comply with the Note Trust Deed and otherwise in a way that
                  does not require disclosure to investors under Part 6D.2 of
                  the Corporations Act, and will comply with:

                  (1)   the Financial Services and Markets Act 2000 (UK) and all
                        regulations made under or in relation to that Act, as
                        amended; and

                  (2)   the Securities Act, the Exchange Act, all regulations
                        made under or in relation to them, and all other laws or
                        regulations of any jurisdiction of the United States of
                        America regulating the offer or issue of, or
                        subscription for, Class A Offered Notes.

            (b)   Class A[ ] Notes and Class B Notes must be issued in minimum
                  parcels or subscriptions which have an aggregate Original
                  Principal Balance of A$500,000, (disregarding any amount
                  payable to the extent to which it is to be paid out of money
                  lent by the person offering the Notes or an associate (as
                  defined in Division 2 of Part 1.2 of the Corporations Act)) or
                  otherwise in a way that does not require disclosure to
                  investors under Part 6D.2 of the Corporations Act, and will
                  comply with the Financial Services and Markets Act 2000 (UK)
                  and all regulations made under or in relation to that Act, as
                  amended.

            (c)   No Class A[ ] Note, Class A[ ] Note or Class B Note has been
                  or will be registered under the Securities Act and the Class
                  A[ ] Notes, Class A[ ] Notes and Class B Notes may not be
                  offered or sold within the United States or to, or for the
                  account of benefit of, US persons except in accordance with
                  Regulation S under the Securities Act or pursuant to an
                  exemption from the registration requirements of the Securities
                  Act. Terms used in this paragraph have the meanings given to
                  them by Regulation S of the Securities Act.

      3.3   Trustee's covenant to Noteholders and the Note Trustee

            Subject to the terms of the Master Trust Deed and this Supplementary
            Bond Terms Notice, the Trustee:

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


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Freehills Sydney\005068601                                               page 20
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (b)   covenants for the benefit of each Noteholder and the Note
                  Trustee that it will (subject to receiving any directions
                  required under and given in accordance with the Transaction
                  Documents):

                  (1)   make all payments on or in respect of the Notes held by
                        that Noteholder on the applicable Payment Date;

                  (2)   comply with the terms of this Supplementary Bond Terms
                        Notice and the Transaction Documents to which it is a
                        party; and

                  (3)   pay the Outstanding Principal Balance in relation to the
                        Notes held by that Noteholder on the Final Maturity Date
                        and accrued and unpaid interest on the Invested Amount.

      3.4   Final redemption

            Each Note must be finally redeemed, and the obligations of the
            Trustee with respect to the payment of the Outstanding Principal
            Balance of that Note must be finally discharged, on the first to
            occur of:

            (a)   the date upon which the Invested Amount of that Note is
                  reduced to zero;

            (b)   the date upon which the Note is redeemed under clause 4;

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

            (d)   the date on which all amounts received by the Note Trustee
                  with respect to the enforcement of the Security Trust Deed are
                  paid to the Principal Paying Agent, all amounts payable to the
                  Class A[ ] Noteholders with respect to the enforcement of the
                  Security Trust Deed are paid to the Class A[ ] Noteholders and
                  all amounts payable to the Class B Noteholders with respect to
                  the enforcement of the Security Trust Deed are paid to the
                  Class B Noteholders;

            (e)   the Payment Date immediately following the date on which the
                  Trustee completes a sale and realisation of all Assets of the
                  Fund in accordance with the Master Trust Deed and this
                  Supplementary Bond Terms Notice; and

            (f)   the Final Maturity Date.

      3.5   Period during which interest accrues

            Each Note bears interest calculated and payable in arrears in
            accordance with this Supplementary Bond Terms Notice from the
            Closing Date to the date upon which that Note is finally redeemed
            under clause 3.4.

      3.6   Calculation of interest

            (a)   Subject to clause 3.6(b), interest payable on each Note in
                  respect of each Interest Period is calculated as the product
                  of:

                  (1)   at the applicable Interest Rate;

                  (2)   the Invested Amount of that Note as at the first day of
                        that Interest Period, after giving effect to any
                        payments of principal made with respect to such Note on
                        such day; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 21
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (3)   a fraction, the numerator of which is the actual number
                        of days in that Interest Period and the denominator of
                        which is 365 days (in the case of Class A[ ] Notes and
                        Class B Notes) or 360 days (in the case of Class A[ ]
                        Notes and Class A[ ] Notes).

            (b)   No interest will accrue on any Note for the period from and
                  including:

                  (1)   the date on which the Outstanding Principal Balance of
                        that Note is reduced to zero (provided that interest
                        shall thereafter begin to accrue from (and including)
                        any date on which the Outstanding Principal Balance of
                        that Note becomes greater than zero); or

                  (2)   if the Outstanding Principal Balance of the Note on the
                        due date for redemption in full of the Note is not zero,
                        unless payment of principal due is improperly withheld
                        or refused, following which the Note will continue to
                        earn interest on the Invested Amount of the Note at the
                        rate from time to time applicable to the Note until the
                        later of:

                        (A)   the date on which the moneys in respect of that
                              Note have been received by the Note Trustee or the
                              Principal Paying Agent and notice to that effect
                              is given in accordance with the relevant
                              Conditions; or

                        (B)   the date on which the Outstanding Principal
                              Balance of that Note has been reduced to zero
                              (provided that interest shall thereafter begin to
                              accrue from (and including) any date on which the
                              Outstanding Principal Balance of that Note becomes
                              greater than zero).

            (c)   If Interest is not paid in respect of a Note on the date when
                  due and payable (other than because the due date is not a
                  Banking Day) that unpaid Interest will itself bear interest at
                  the Interest Rate applicable from time to time on that Note
                  until the unpaid Interest, and interest on it, is available
                  for payment and:

                  (1)   in the case of the Class A Offered Notes, notice of that
                        availability has been duly given in accordance with
                        Condition 12; or

                  (2)   in the case of the Class A[ ] Notes and the Class B
                        Notes, there is full satisfaction of those amounts, to
                        be determined in accordance with the Master Trust Deed
                        (as amended in accordance with this Supplementary Bond
                        Terms Notice).

      3.7   Aggregate receipts

            (a)   Notwithstanding anything in clause 6.2, no Noteholder will be
                  entitled to receive aggregate principal under any Note at any
                  time in excess of the Invested Amount for that Note at that
                  time.

            (b)   The Trustee, the Manager, the Note Trustee, the Security
                  Trustee and the Paying Agents may treat the Noteholder as the
                  absolute owner of that Note (whether or not that Note is
                  overdue and despite any notation or notice to the contrary or
                  writing on it or any notice of previous loss or theft of it or
                  of trust or other interest in it) for the purpose of making
                  payment and for all other purposes.


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Freehills Sydney\005068601                                               page 22
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

      3.8   Application of Principal Repayment Pool

            At all times prior to the making by the Security Trustee of a
            declaration in accordance with the Security Trust Deed that the
            charge created by the Security Trust Deed is immediately
            enforceable, the Principal Repayment Pool in relation to a Payment
            Date must be applied in or towards the repayment of principal on the
            Notes on that Payment Date in accordance with this clause 3 and
            clause 6 or the purchase of Substitute Mortgages in accordance with
            clause 7. Upon and after the making of such a declaration, the Notes
            will rank, and payments will be made in respect of the Notes, in
            accordance with the provisions of the Security Trust Deed and, in
            the case of the Class A Offered Notes, the Note Trust Deed.

      3.9   Repayment of Principal

            On each Payment Date, the Principal Repayment Pool must, subject to
            this clause 3 and clauses 6 and 7, be applied in or towards making
            repayments of principal on the Notes in accordance with clause 6
            until the Invested Amount for each Note is reduced to zero.

      3.10  Final Maturity Date

            The Outstanding Principal Balance of each Note must be repaid in
            full on the Final Maturity Date.

      3.11  Reduction in Principal balance

            Each payment of principal in respect of a Note under this clause 3
            reduces the Invested Amount of that Note by the amount of that
            payment. The Trustee has no obligation to make any payment of
            principal under this clause 3 in respect of a Note in excess of the
            Invested Amount of that Note immediately prior to that payment being
            made.

      3.12  Cancellation on repayment

            Upon the reduction of the Invested Amount of a Note to zero by
            repayment of principal in accordance with this clause 3 and payment
            of all the Interest Amounts (and other interest payments) in
            relation to that Note, that Note is cancelled.

      3.13  Payments into Euro Account

            (a)   The Trustee must direct the Euro Currency Swap Provider to pay
                  all amounts denominated in (euro) payable to the Trustee by
                  the Euro Currency Swap Provider under the Euro Currency Swap
                  into the Euro Account or to the Principal Paying Agent under
                  the Note Trust Deed on behalf of the Trustee.

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

      3.14  Payments out of Euro Account

            On each Payment Date, subject to the terms of this Supplementary
            Bond Terms Notice, the Trustee must, on the direction of the
            Manager, or must require that the Principal Paying Agent on its
            behalf, distribute from the Euro Account the relevant amounts of
            principal and interest due in respect of each Class A[ ] Note in
            accordance with the Note Trust Deed and in the order of priority in
            clauses 6.1 and 6.2.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 23
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

      3.15  Payments into US$ Account

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

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

      3.16  Payments out of US$ Account

            On each Payment Date, subject to the terms of this Supplementary
            Bond Terms Notice, the Trustee must, on the direction of the
            Manager, or must require that the Principal Paying Agent on its
            behalf, distribute from the US$ Account the relevant amounts of
            principal and interest due in respect of each Class A[ ] Note in
            accordance with the Note Trust Deed and in the order of priority in
            clauses 6.1 and 6.2.

      3.17  Rounding of amounts

            In making the calculations required or contemplated by this clause
            3, the Manager shall round calculations to four decimal places,
            except that all monetary amounts shall be rounded down to the
            nearest cent or as otherwise required in this Supplementary Bond
            Terms Notice.

      3.18  Prescription

            Despite any other provision of this Supplementary Bond Terms Notice
            and the Master Trust Deed, Condition 8 of the Class A Offered Notes
            applies to all amounts payable in relation to any Class A Offered
            Note.

      3.19  Replacement of Currency Swap

            (a)   If a Currency Swap is terminated, the Trustee must at the
                  direction of the Manager enter into one or more currency swaps
                  which replace the Currency Swap (collectively a Replacement
                  Currency Swap) but only on the condition:

                  (1)   that the relevant amount determined under section 6(e)
                        of the ISDA Master Agreement for the Currency Swap
                        (Currency Swap Termination Amount), if any, which is
                        payable by the Trustee to the Currency Swap Provider on
                        termination of the Currency Swap will be paid in full
                        when due in accordance with this Supplementary Bond
                        Terms Notice and the Currency Swap;


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Freehills Sydney\005068601                                               page 24
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (2)   the ratings assigned to the Notes are not adversely
                        affected, which must be confirmed in writing by each
                        Designated Rating Agency;

                  (3)   the liability of the Trustee under that Replacement
                        Currency Swap is limited to at least the same extent
                        that its liability is limited under the Currency Swap;
                        and

                  (4)   the terms of the Replacement Currency Swap are
                        acceptable to the Trustee acting reasonably and taking
                        into account the interests of the Noteholders.

            (b)   If the conditions in clause 3.19(a) are satisfied, the Trustee
                  must at the direction of the Manager enter into the
                  Replacement Currency Swap and if it does so it must direct the
                  provider of the Replacement Currency Swap to pay any upfront
                  premium to enter into the Replacement Currency Swap due to the
                  Trustee directly to the Currency Swap Provider in satisfaction
                  of and to the extent of the Trustee's obligation to pay the
                  Currency Swap Termination Amount to the Currency Swap Provider
                  as referred to in clause 3.19(a). If the Currency Swap
                  Termination Amount (if any) is payable by the Currency Swap
                  Provider to the Trustee, the Trustee shall direct the Currency
                  Swap Provider to pay such amount directly to the Replacement
                  Currency Swap Provider in satisfaction and to the extent of
                  any upfront premium to enter into the Replacement Currency
                  Swap. Where the upfront premium payable upon entry into the
                  Replacement Currency Swap is:

                  (1)   payable by the Trustee to the Replacement Swap Provider,
                        then the:

                        (A)   excess of the Currency Swap Termination Amount
                              over the upfront premium will be included as
                              Income Collection for the relevant Calculation
                              Period; and

                        (B)   excess of the upfront premium payable over the
                              Currency Swap Termination Amount will be satisfied
                              by the Trustee as an Expense; or

                  (2)   payable by the Replacement Swap Provider to the Trustee,
                        then the:

                        (A)   excess of the Currency Swap Termination Amount
                              over the upfront premium will be satisfied by the
                              Trustee as an Expense; and

                        (B)   excess of the upfront premium over the Currency
                              Swap Termination Amount will be included as Income
                              Collection for the relevant Calculation Period.

      3.20  Realised Losses on Mortgages

            (a)   On each Monthly Payment Date on which the Manager determines
                  that the aggregate amount of Realised Losses for the related
                  Monthly Calculation Period exceeds funds available on such
                  Monthly Payment Date to reimburse such Realised Losses under
                  clause 6.1(a) the Manager must do the following on and with
                  effect from such Monthly Payment Date:


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 25
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (1)   reduce pro-rata as between themselves the Outstanding
                        Principal Balance of the Class B Notes by the amount of
                        that excess until the Outstanding Principal Balance of
                        the Class B Notes is zero, but only to the extent of the
                        portion of the applicable Quarterly Calculation Period
                        that falls within the applicable Monthly Calculation
                        Period, to be applied to reduce pro-rata as between
                        themselves, the Outstanding Principal Balance of the
                        Class B Notes, on the following Quarterly Payment Date;
                        and

                  (2)   if the Outstanding Principal Balance of the Class B
                        Notes is zero and any amount of that excess has not been
                        applied or allocated under clause 3.20(a)(1), reduce
                        pro-rata and rateably as between the Class A Notes, the
                        Redraw Funding Facilities and the Top-up Funding
                        Facilities with respect to the balance of the deficiency
                        (having taken into account any relevant amounts
                        allocated under clause 3.20(a)(2)(A),(B) and (C)
                        respectively since the preceding Monthly Payment Date):

                        (A)   rateably as between each of the Class A Notes, the
                              A$ Equivalent Outstanding Principal Balance of the
                              Class A Notes by the amount of the remaining
                              deficiency until the Outstanding Principal Balance
                              of the Class A Notes is zero:

                        (i)   in respect of the Class A[ ] Notes, on that
                              Monthly Payment Date; and

                        (ii)  in respect of the Class A Offered Notes, only to
                              the extent of the portion of the applicable
                              Quarterly Calculation Period that falls within the
                              applicable Monthly Calculation Period, to be
                              applied to reduce pro-rata as between themselves,
                              the Outstanding Principal Balance of the Class A
                              Offered Notes, on the following Quarterly Payment
                              Date;

                        (B)   rateably as between each Redraw Funding Facility,
                              the Redraw Principal Outstanding of the Redraw
                              Funding Facilities by the amount of the remaining
                              deficiency until the Redraw Principal Outstanding
                              under each Redraw Funding Facility is zero, but
                              only to the extent of the portion of the
                              applicable Quarterly Calculation Period that also
                              falls within the applicable Monthly Calculation
                              Period, to be applied to reduce pro-rata as
                              between each Redraw Funding Facility, the Redraw
                              Principal Outstanding of the Redraw Funding
                              Facilities, on the following Quarterly Payment
                              Date;

                        (C)   rateably as between each Top-up Funding Facility,
                              the Top-up Principal Outstanding of the Top-up
                              Funding Facilities by the amount of the remaining
                              deficiency until the Top-up Principal Outstanding
                              under each Top-up Funding Facility is zero, but
                              only to the extent of the portion of the
                              applicable Quarterly Calculation Period that also
                              falls within the applicable Monthly Calculation
                              Period, to be applied to reduce pro-rata as
                              between each Top-up Funding Facility, the Top-up
                              Principal Outstanding of the Top-up Funding
                              Facilities on the following Quarterly Payment
                              Date.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 26
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (b)   On each Quarterly Payment Date on which the Manager determines
                  that the aggregate amount of Realised Losses for the Monthly
                  Calculation Period ending immediately before the relevant
                  Quarterly Payment Date exceeds funds available on such
                  Quarterly Payment Date to reimburse such Realised Losses under
                  clause 6.1(c) the Manager must do the following on and with
                  effect from such Quarterly Payment Date:

                  (1)   reduce pro-rata as between themselves the Outstanding
                        Principal Balance of the Class B Notes by the amount of
                        that excess until the Outstanding Principal Balance of
                        the Class B Notes is zero, including all amounts
                        allocated under clause 3.20(a)(1) for the two preceding
                        Monthly Payment Dates; and

                  (2)   if the Outstanding Principal Balance of the Class B
                        Notes is zero and any amount of that excess has not been
                        applied under clause 3.20(b)(1), reduce pro-rata and
                        rateably as between the Class A Notes, the Redraw
                        Funding Facilities and the Top-up Funding Facilities
                        with respect to the balance of the deficiency (having
                        taken into account any relevant amounts allocated under
                        clause 3.20(a)(2)(A),(B) or (C) respectively since the
                        preceding Quarterly Payment Date):

                        (A)   rateably as between each of the Class A Notes, the
                              A$ Equivalent Outstanding Principal Balance of the
                              Class A Notes by the amount of the remaining
                              deficiency until the Outstanding Principal Balance
                              of the Class A Notes is zero (Class A Charge
                              Offs);

                        (B)   rateably as between each Redraw Funding Facility,
                              the Redraw Principal Outstanding of the Redraw
                              Funding Facilities by the amount of the remaining
                              deficiency until the Redraw Principal Outstanding
                              under each Redraw Funding Facility is zero (Redraw
                              Charge Offs); and

                        (C)   rateably as between each Top-up Funding Facility,
                              the Top-up Principal Outstanding of the Top-up
                              Funding Facilities by the amount of the remaining
                              deficiency until the Top-up Principal Outstanding
                              under each Top-up Funding Facility is zero (Top Up
                              Charge Offs); .

--------------------------------------------------------------------------------
4     Notes Callable at Option of Trustee

      4.1   Call - Class A Notes

            The Trustee must, when so directed by the Manager (at the Manager's
            option), having given not more than 60 nor less than 45 days' notice
            to the Class A Noteholders, and in the case of Class A Offered
            Notes, in accordance with Condition 12, purchase or redeem all, but
            not some only, of the Class A Notes by repaying the Outstanding
            Principal Balance of those Class A Notes, together with accrued
            interest to (but excluding) the date of repurchase or redemption on
            any Quarterly Payment Date falling on or after the earlier of:


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 27
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (a)   the Quarterly Payment Date on which the Outstanding Principal
                  Balance of all Notes calculated and expressed in the A$
                  Equivalent is equal to or less than 10% of the Total Original
                  Principal Balance calculated and expressed in the A$
                  Equivalent; and

            (b)   in the case of Class A Notes, the Quarterly Payment Date
                  falling on [#],

            provided that:

            (c)   if the aggregate Outstanding Principal Balance of all Class A
                  Notes on such date of redemption or repurchase has been
                  reduced by Class A Charge Offs which have not been reinstated
                  under clauses 6.1(c)(11) and 6.1(c)(12), the Noteholders
                  owning at least 75% of the aggregate Invested Amount of the
                  Class A Notes calculated and expressed in the A$ Equivalent
                  must consent to such repurchase or redemption; and

            (d)   the Trustee will be in a position on such Quarterly Payment
                  Date to discharge (and the Manager so certifies to the Trustee
                  and the Note Trustee upon which the Trustee and the Note
                  Trustee will rely conclusively) all its liabilities in respect
                  of the Notes (at their Outstanding Principal Balance) and any
                  amounts which would be required under the Security Trust Deed
                  to be paid in priority or pari passu with the Notes if the
                  security for the Notes were being enforced.

      4.2   Tax event

            If the Manager satisfies the Trustee and the Note Trustee
            immediately prior to giving the notice referred to below that
            either:

            (a)   on the next Quarterly Payment Date the Trustee would be
                  required to deduct or withhold from any payment of principal
                  or interest in respect of the Notes, the Currency Swaps, the
                  Payment Funding Facility, the Top-up Funding Facility or the
                  Redraw Funding Facility any amount for or on account of any
                  present or future taxes, duties, assessments or governmental
                  charges of whatever nature imposed, levied, collected,
                  withheld or assessed by the Commonwealth of Australia or any
                  of its political sub-divisions or any of its authorities; or

            (b)   the total amount payable in respect of interest in relation to
                  any of the Loans secured by the Mortgages comprised in the
                  Assets of the Fund for a Quarterly Calculation Period ceases
                  to be receivable (whether or not actually received) by the
                  Trustee during such Quarterly Calculation Period (but this
                  paragraph (b) does not apply to a failure by the Trustee to
                  receive any interest in relation to any of the Loans merely by
                  reason of the failure by any borrowers to pay that interest in
                  breach of the relevant Loans),

            the Trustee must, when so directed by the Manager, at the Manager's
            option (provided that the Trustee will be in a position on such
            Quarterly Payment Date to discharge (and the Manager will so certify
            to the Trustee and the Note Trustee) all its liabilities in respect
            of the Notes (at their Invested Amount) and any amounts which would
            be required under the Security Trust Deed to be paid in priority or
            pari passu with the Notes if the security for the Notes were being
            enforced), having given not more than 60 nor less than 45 days
            notice to the Class A Offered Noteholders in accordance with
            Condition 12, redeem all, but not some only, of the Notes at their
            then Invested Amounts together with accrued interest to (but
            excluding) the date of redemption on any subsequent Payment Date,
            provided that the Noteholders may by Extraordinary Resolution elect,
            and must notify the Trustee and the Manager not less than 21 days
            before the next Quarterly Payment Date following the receipt of
            notice of such proposed redemption, that they do not require the
            Trustee to redeem the Notes.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 28
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

      4.3   Call - Class B Notes

            The Trustee must, when so directed by the Manager (at the Manager's
            option), having given not more than 60 nor less than 45 days' notice
            to the Class B Noteholders, in the case of Class B Notes redeem all,
            but not some only, of the Class B Notes by repaying the Outstanding
            Principal Balance of those Class B Notes, together with accrued
            interest to (but excluding) the date of redemption, on:

            (a)   the date of redemption, repurchase or final repayment of the
                  Class A Notes; or

            (b)   (if directed by the Manager) any Quarterly Payment Date
                  falling after such date.

--------------------------------------------------------------------------------
5     Cash-Collateral

      5.1   Cash Collateral Account

            On the Closing Date the Manager must establish and at all times
            until the Outstanding Principal Balance of all Notes is reduced to
            zero maintain a ledger account in the accounting records maintained
            by it pursuant to the Master Trust Deed designated "SMHL Global Fund
            No. [ ] Cash Collateral Account".

      5.2   Initial Cash Collateral and Liquidity Notes

            On the Closing Date, the Trustee must, subject to the terms of the
            Master Trust Deed, and in accordance with the Bond Issue Direction:

            (a)   issue to the Liquidity Noteholder (as nominee on behalf of the
                  Trustee in its capacity as trustee of the [Superannuation
                  Members' Home Loans Origination Fund No. 3] [Superannuation
                  Members' Home Loans Warehousing Trust 2004-1]) liquidity notes
                  (being Bonds as defined in the Master Trust Deed) having an
                  initial Face Value of an amount equal to Liquidity Notes
                  Amount, being comprised in a Class named "SMHL Global Fund No.
                  [ ] - Liquidity Notes", and being on the terms set out in the
                  Liquidity Notes Supplementary Bond Terms and the Master Trust
                  Deed;

            (b)   in accordance with clauses 7.8(f) and 7.10 of the Master Trust
                  Deed, hold an amount of the issue proceeds of the Notes equal
                  to the Face Value of the Liquidity Notes as trustee of the
                  Securitisation Fund; and

            (c)   credit that amount to the Cash Collateral Account.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 29
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

      5.3   Investment of Cash Collateral

            Amounts credited to the Cash Collateral Account must be invested in
            Authorised Investments:

            (a)   which are rated "AAA" or "A-1+" by S&P and "Prime-1" or "Aaa"
                  by Moody's and "AAA" or "F1+" by Fitch Ratings, or such other
                  rating as the Designated Rating Agency may approve from time
                  to time;

            (b)   which mature (except in the case of call deposits with a Bank)
                  not later than the day before the relevant Payment Date
                  immediately after the day on which they are made; and

            (c)   otherwise in accordance with the Master Trust Deed.

            Income from Authorised Investments comprised in the Cash Collateral
            does not constitute Collections, and must be credited to the Cash
            Collateral Account.

      5.4   Use of Cash Collateral

            If on any relevant Payment Date, the Collections (other than
            Collections with respect to amounts applied from the Cash Collateral
            Account) for the relevant Calculation Period are less than the
            aggregate of the amounts referred to in clauses 6.1(a)(1) to
            6.1(a)(6) (inclusive) (in respect of a Monthly Payment Date) and
            clauses 6.1(c)(1) to 6.1(c)(6) (inclusive) (in respect of a
            Quarterly Payment Date), the Manager must direct the Trustee to
            withdraw from the Cash Collateral Account the amount equal to the
            lesser of the amount of such deficiency and the Cash Collateral,
            which amount will then be applied to and become part of the
            Collections available for application on the relevant Payment Date
            in accordance with those clauses.

      5.5   Surplus Cash Collateral

            If on any relevant Payment Date after the making of all payments
            which the Trustee is obliged to make on that relevant Payment Date
            there is Surplus Cash Collateral, the Trustee must (at the direction
            of the Manager) on that relevant Payment Date apply the Surplus Cash
            Collateral in or towards payment to each Liquidity Noteholder of
            amounts payable under or in respect of the Liquidity Notes or
            interest payable in respect of the Liquidity Notes in accordance
            with the Liquidity Notes Supplementary Bond Terms.

--------------------------------------------------------------------------------
6     Distribution of Collections

      6.1   Distribution of Interest Collections

            (a)   Subject to the terms of the Security Trust Deed and these
                  Supplementary Bond Terms (including clause 6.1(b)), on each
                  Monthly Payment Date (other than a Quarterly Payment Date and
                  to the extent it has not already done so in accordance with
                  this clause 6.1(a)), the Trustee must apply the Interest
                  Collections for the relevant Monthly Calculation Period as
                  follows:

                  (1)   first, in payment of Taxes in respect of the
                        Securitisation Fund;


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 30
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (2)   secondly, pari passu and rateably in payment of the
                        Trustee's Fee, the Manager's Fee and any Expenses (other
                        than the Expenses referred to below in this clause
                        6.1(a)) in respect of the Securitisation Fund;

                  (3)   thirdly, without duplication, in or toward any amounts
                        payable or to be applied under clause 6.1(a)(4) on any
                        previous Monthly Payment Date, if there had been
                        sufficient Interest Collections, which have not been
                        paid or allocated by the Trustee together with accrued
                        interest thereon which in the case of a Note must be at
                        the Interest Rate applicable to the relevant Note;

                  (4)   fourthly, pari passu and rateably:

                        (A)   toward payment of any interest due under any
                              Redraw Funding Facility or Top-up Funding Facility
                              for the portion of the applicable Quarterly
                              Interest Period that also falls within the
                              applicable Monthly Interest Period, to be retained
                              in the bank account for the Securitisation Fund or
                              invested in Authorised Investments until applied
                              to payments of interest to the Redraw Funding
                              Facility or Top-up Funding Facility on the
                              following Quarterly Payment Date;

                        (B)   toward payment to the Euro Currency Swap Provider
                              and US Currency Swap Provider, toward allowance
                              for the A$ Class A Interest Amount under the
                              relevant Confirmation on that Monthly Payment Date
                              for the portion of the applicable Quarterly
                              Interest Period that also falls within the
                              applicable Monthly Interest Period, to be retained
                              in the bank account for the Securitisation Fund or
                              invested in Authorised Investments until applied
                              to payments of the A$ Class A Interest Amount to
                              the Euro Currency Swap Provider and US Currency
                              Swap Provider which is thereafter to be applied to
                              payment of interest on the Class A Offered Notes
                              on the following Quarterly Payment Date; and

                        (C)   in payment to Class A[ ] Noteholders of the Class
                              A[ ] Interest due on the Class A[ ] Notes on that
                              Monthly Payment Date;

                  (5)   fifthly, without duplication, toward any amounts to be
                        applied under clause 6.1(a)(6) on any previous Monthly
                        Payment Date, if there had been sufficient Interest
                        Collections, which have not previously been paid or
                        allocated by the Trustee with accrued interest thereon
                        at the Interest Rate applicable to the relevant Note;

                  (6)   sixthly, pari passu and rateably toward payment to Class
                        B Noteholders of the Class B Interest to be applied on
                        the Class B Notes for the portion of the applicable
                        Quarterly Interest Period that also falls within the
                        applicable Monthly Interest Period, to be retained in
                        the bank account for the Securitisation Fund or invested
                        in Authorised Investments until applied to payments of
                        Class B Interest due on the Class B Notes on the
                        following Quarterly Payment Date;


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 31
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (7)   seventhly, in crediting to the Cash Collateral Account
                        the amount (if any) by which the Required Cash
                        Collateral exceeds the Cash Collateral;

                  (8)   eighthly, to reimburse or make allowance for, in the
                        order of priorities specified in clause 6.2(a) any
                        amounts that have been paid or allocated on any previous
                        Monthly Payment Date (to the extent not previously
                        reimbursed under this clause 6.1(a)(8)) under:

                        (A)   clauses 6.2(a)(1), 6.2(a)(2) and 6.2(a)(3)(C); and

                        (B)   clauses 6.2(a)(3)(A), 6.2(a)(3)(B) and 6.2(a)(4),
                              such amounts to be retained in the bank account
                              for the Securitisation Fund or invested in
                              Authorised Investments until applied to reimburse
                              those amounts on the following Quarterly Payment
                              Date;

                  (9)   ninthly, toward payment toward any break costs payable
                        on cancellation of any Interest Hedge to the extent that
                        those amounts are not recovered under the relevant Loan
                        secured by Mortgages comprised in the Assets of the Fund
                        in the form of any applicable prepayment fees or a
                        drawing has not been made under a Payment Funding
                        Facility for the portion of the applicable Quarterly
                        Calculation Period that also falls within the applicable
                        Monthly Calculation Period, to be retained in the bank
                        account for the Securitisation Fund or invested in
                        Authorised Investments until applied to the payment of
                        such break costs on the following Quarterly Payment
                        Date;

                  (10)  tenthly, pari passu and rateably toward payment to the
                        Liquidity Noteholder of interest payable in respect of
                        the Liquidity Notes and in or towards payment of any
                        interest in respect of any Payment Funding Facility for
                        the portion of the applicable Quarterly Interest Period
                        that also falls within the applicable Monthly Interest
                        Period, to be retained in the bank account for the
                        Securitisation Fund or invested in Authorised
                        Investments until applied to the payment of interest
                        payable in respect of the Liquidity Notes and in or
                        towards payment of any interest in respect of any
                        Payment Funding Facility on the following Quarterly
                        Payment Date;

                  (11)  eleventhly, in respect of the amount of any Class A
                        Charge Offs, any Redraw Charge Offs and any Top-up
                        Charge Offs, in and towards reinstatement in the books
                        of the Fund, pari passu and rateably allocated to:

                        (A)   that portion of the Class A Charge Offs that
                              relates to the Class A[ ] Notes for that Monthly
                              Calculation Period; and

                        (B)   Redraw Charge Offs, Top-up Charge Offs and that
                              portion of the Class A Charge Offs that relates to
                              the Class A Offered Notes for the portion of the
                              applicable Quarterly Calculation Period that also
                              falls within the applicable Monthly Calculation
                              Period, to be retained in the bank account for the
                              Securitisation Fund or invested in Authorised
                              Investments until applied to reinstatement in the
                              books of the Fund pari passu and rateably to that
                              portion of the Class A Charge Offs that relates to
                              the Class A Offered Notes, Redraw Charge Offs and
                              Top-up Charge Offs on the following Quarterly
                              Payment Date;


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 32
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (12)  twelfthly, in respect of the amount of any Carry Over
                        Redraw Charge Offs, any Carry Over Top-up Charge Offs
                        and the A$ Equivalent of any Carry Over Class A Charge
                        Offs allocated to:

                        (A)   each Class A[ ] Note on that Monthly Payment Date;
                              and

                        (B)   each Class A Offered Note to be retained in the
                              bank account for the Securitisation Fund or
                              invested in Authorised Investments,

                        until applied in and towards reinstatement in the books
                        of the Fund, pari passu and rateably as between any
                        Carry Over Redraw Charge Offs, any Carry Over Top-up
                        Charge Offs and the A$ Equivalent of any Carry Over
                        Class A Charge Offs allocated to each Class A Note, of:

                        (i)   the A$ Equivalent of any Carry Over Class A Charge
                              Offs;

                        (ii)  any Carry Over Redraw Charge Offs; and

                        (iii) any Carry Over Top-up Charge Offs,

                        on that Monthly Payment Date (in respect of the
                        Class A[ ] Notes) and on the following Quarterly
                        Payment Date (in respect of the Class A Offered Notes,
                        any Carry Over Redraw Charge Offs and any Carry Over
                        Top-up Charge Offs):

                  (13)  thirteenthly, in respect of the amount of any Class B
                        Charge Offs and any Carry Over Class B Charge Offs to be
                        retained in the bank account for the Securitisation Fund
                        or invested in Authorised Investments, until applied
                        towards reinstatement in the books of the Fund and in
                        the following order of:

                        (A)   any Class B Charge Offs for the portion of the
                              applicable Quarterly Calculation Period that also
                              falls within the applicable Monthly Calculation
                              Period; and

                        (B)   pari passu and rateably the Invested Amount of the
                              Class B Notes to the extent of any Carry Over
                              Class B Charge Offs,

                        on the following Quarterly Payment Date;

                  (14)  fourteenthly (to the extent not paid or allowed for
                        under clause 6.2(a)), pari passu and rateably, toward
                        repayment of any principal to be applied under any
                        Redraw Funding Facility, toward repayment of any
                        principal to be applied under any Top-up Funding
                        Facility and toward repayment of any principal to be
                        applied under any Payment Funding Facility, in each case
                        for the portion of the applicable Quarterly Calculation
                        Period that also falls within the applicable Monthly
                        Calculation Period, to be retained in the bank account
                        for the Securitisation Fund or invested in Authorised
                        Investments until applied to the repayment of any
                        principal due and payable under any Redraw Funding
                        Facility, any principal due and payable under any Top-up
                        Funding Facility and any principal due and payable under
                        any Payment Funding Facility on the following Quarterly
                        Payment Date; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 33
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (15)  fifteenthly, in payment of or provision for amounts
                        payable to the Income Beneficiary of the Securitisation
                        Fund in accordance with clauses 22.1(d) and 22.3(d) of
                        the Master Trust Deed for the portion of the applicable
                        Quarterly Interest Period that also falls within the
                        applicable Monthly Interest Period, to be retained in
                        the bank account for the Securitisation Fund or invested
                        in Authorised Investments until applied to the payment
                        of or provision for amounts payable to the Income
                        Beneficiary of the Securitisation Fund on the following
                        Quarterly Payment Date.

            (b)   The Trustee must only make an application of Interest
                  Collections under clause 6.1(a) to the extent that any
                  Interest Collections remain from which to make the application
                  after amounts with priority to that payment have been applied.

            (c)   Subject to the terms of the Security Trust Deed and these
                  Supplementary Bond Terms (including clause 6.1(d)), on each
                  Quarterly Payment Date (to the extent it has not already done
                  so in accordance with this clause 6.1(c)), the Trustee must
                  apply the Interest Collections in relation to the Monthly
                  Calculation Period ending immediately before the relevant
                  Quarterly Payment Date as follows:

                  (1)   first, in payment of Taxes in respect of the
                        Securitisation Fund which have been incurred prior to
                        that Quarterly Payment Date and which have not
                        previously been paid on a prior Monthly Payment Date
                        under an application of this clause 6.1;

                  (2)   secondly, pari passu and rateably in payment of the
                        Trustee's Fee, the Manager's Fee and any Expenses (other
                        than the Expenses referred to below in this clause
                        6.1(c)) in respect of the Securitisation Fund which have
                        been incurred prior to that Quarterly Payment Date and
                        which have not previously been paid on a prior Monthly
                        Payment Date under an application of this clause 6.1;

                  (3)   thirdly, without duplication, in or toward any amounts
                        payable or to be applied under clause 6.1(c)(4) on any
                        previous Payment Date, if there had been sufficient
                        Interest Collections, which have not previously been
                        paid or allocated by the Trustee, together with accrued
                        interest thereon which in the case of a Note must be at
                        the Interest Rate applicable to the relevant Note;

                  (4)   fourthly, pari passu and rateably:

                        (A)   in payment of any interest due under any Redraw
                              Funding Facility or Top-up Funding Facility for
                              the applicable Quarterly Interest Period,
                              including (without duplication) all amounts
                              allocated under clause 6.1(a)(4)(A) on the two
                              preceding Monthly Payment Dates;


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 34
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        (B)   in payment to the Euro Currency Swap Provider and
                              US Currency Swap Provider, in payment of the A$
                              Class A Interest Amount payable under the
                              Confirmation at that Quarterly Payment Date which
                              is thereafter to be applied to payment of interest
                              on the Class A Offered Notes for the applicable
                              Quarterly Interest Period, including (without
                              duplication) all amounts allocated under clause
                              6.1(a)(4)(B) on the two preceding Monthly Payment
                              Dates; and

                        (C)   in payment to Class A[ ] Noteholders of the
                              Class A[ ] Interest due on the Class A[ ] Notes
                              on that Quarterly Payment Date for the applicable
                              Monthly Interest Period;

                  (5)   fifthly, without duplication, in payment of any amounts
                        payable under clause 6.1(c)(6) on any previous Payment
                        Date, if there had been sufficient Interest Collections,
                        which have not previously been paid or allocated by the
                        Trustee with accrued interest thereon at the Interest
                        Rate applicable to the relevant Note;

                  (6)   sixthly, pari passu and rateably in payment to Class B
                        Noteholders of the Class B Interest due on the Class B
                        Notes on that Quarterly Payment Date for the applicable
                        Quarterly Interest Period, including (without
                        duplication) all amounts allocated under clause
                        6.1(a)(6) on the two preceding Monthly Payment Dates;

                  (7)   seventhly, in crediting to the Cash Collateral Account
                        the amount (if any) by which the Required Cash
                        Collateral exceeds the Cash Collateral;

                  (8)   eighthly, to reimburse, in the order of priorities
                        specified in clause 6.2(c), any amounts that have been
                        paid or allocated in any previous Interest Periods under
                        clauses 6.2(c)(1), 6.2(c)(2), 6.2(c)(3) and 6.2(c)(4)
                        (to the extent not previously reimbursed under this
                        clause 6.1(c)(8)) for the applicable Monthly Interest
                        Period (in the case of clauses 6.2(c)(1), 6.2(c)(2) and
                        6.2(c)(3)(C)) and Quarterly Interest Period (in the case
                        of clauses 6.2(c)(3)(A), 6.2(c)(3)(B) and 6.2(c)(4)),
                        including (without duplication) all amounts allocated
                        under clause 6.1(a)(8)(B) on the two preceding Monthly
                        Payment Dates;

                  (9)   ninthly, in payment toward any break costs payable on
                        cancellation of any Interest Hedge to the extent that
                        those amounts are not recovered under the relevant Loan
                        secured by Mortgages comprised in the Assets of the Fund
                        in the form of any applicable prepayment fees or a
                        drawing has not been made under a Payment Funding
                        Facility for the applicable Quarterly Calculation
                        Period, including (without duplication) all amounts
                        allocated under clause 6.1(a)(9) on the two preceding
                        Monthly Payment Dates;

                  (10)  tenthly, pari passu and rateably in payment to the
                        Liquidity Noteholder of interest payable in respect of
                        the Liquidity Notes and in payment of any interest in
                        respect of any Payment Funding Facility for the
                        applicable Quarterly Interest Period, including (without
                        duplication) all amounts allocated under clause
                        6.1(a)(10) on the two preceding Monthly Payment Dates;
                        and;


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 35
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (11)  eleventhly, in respect of the amount of any Class A
                        Charge Offs, any Redraw Charge Offs and any Top-up
                        Charge Offs, in and towards reinstatement of in the
                        books of the Fund, pari passu and rateably allocated to:

                        (A)   that portion of the Class A Charge Offs that
                              relates to the Class A[ ] Notes for that Monthly
                              Calculation Period; and

                        (B)   Redraw Charge Offs, Top-Up Charge Offs and that
                              portion of the Class A Charge Offs that relates to
                              the Class A Offered Notes for that Calculation
                              Period for the applicable Quarterly Calculation
                              Period, including (without duplication) all
                              amounts allocated under clause 6.1(a)(11)(B) on
                              the two preceding Monthly Payment Dates;

                  (12)  twelfthly, in respect of the amount of any Carry Over
                        Redraw Charge Offs, any Carry Over Top-up Charge Offs
                        and the A$ Equivalent of any Carry Over Class A Charge
                        Offs allocated to:

                        (A)   each Class A[ ] Note; and

                        (B)   each Class A Offered Note for the applicable
                              Quarterly Calculation Period,

                        in reinstatement in the books of the Fund, pari passu
                        and rateably (as between any Carry Over Redraw Charge
                        Offs, any Carry Over Top-up Charge offs and the A$
                        Equivalent of any Carry Over Class A Charge Offs
                        allocated to each Class A Note) of:

                        (i)   the A$ Equivalent of any Carry Over Class A Charge
                              Offs;

                        (ii)  any Carry Over Redraw Charge Offs; and

                        (iii) any Carry Over Top-up Charge Offs,

                        on that Monthly Payment Date (in the case of the Class
                        A[ ] Notes) and on that Quarterly Payment Date including
                        (without duplication) any amounts allocated on the two
                        preceeding Monthly Payment Dates (in the case of the
                        Class A Offered Notes, any Carry Over Redraw Charge Offs
                        and any Carry Over Top-up Charge Offs);

                  (13)  thirteenthly, in respect of the amount of any Class B
                        Charge Offs and any Carry Over Class B Charge Offs in
                        reinstatement in the books of the Fund and in the
                        following order of:

                        (A)   any Class B Charge Offs for that Calculation
                              Period; and

                        (B)   pari passu and rateably the Invested Amount of the
                              Class B Notes to the extent of any Carry Over
                              Class B Charge Offs,

                        for the applicable Quarterly Calculation Period,
                        including (without duplication) all amounts allocated
                        under clause 6.1(a)(13) on the two preceding Monthly
                        Payment Dates;

                  (14)  fourteenthly (to the extent not paid under clause 6.2),
                        pari passu and rateably, in repayment of any principal
                        due and payable under any Redraw Funding Facility, in
                        repayment of any principal due and payable under any
                        Top-up Funding Facility and in repayment of any
                        principal due and payable under any Payment Funding
                        Facility for the applicable Quarterly Calculation
                        Period, including (without duplication) all amounts
                        allocated under clause 6.1(a)(14) on the two preceding
                        Monthly Payment Dates; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 36
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (15)  fifteenthly, in payment of or provision for amounts
                        payable to the Income Beneficiary of the Securitisation
                        Fund in accordance with clauses 22.1(d) and 22.3(d) of
                        the Master Trust Deed for the applicable Quarterly
                        Interest Period, including (without duplication) all
                        amounts allocated under clause 6.1(a)(15) on the two
                        preceding Monthly Payment Dates.

            (d)   The Trustee must only make an application of Interest
                  Collections under clause 6.1(c) to the extent that any
                  Interest Collections remain from which to make the
                  application, after payment of amounts with priority to that
                  payment have been made.

      6.2   Distribution of Principal Collections

            (a)   Subject to the terms of the Security Trust Deed and these
                  Supplementary Bond Terms (including clause 6.2(b)), on each
                  Monthly Payment Date (other than a Quarterly Payment Date and
                  to the extent it has not already done so in accordance with
                  this clause 6.2(a)), the Trustee must apply the Principal
                  Collections for the relevant Monthly Calculation Period
                  together with any amounts to be applied under this clause
                  6.2(a) pursuant to clause 6.6, for the relevant Monthly
                  Calculation Period towards the following payments in the
                  following order of priority:

                  (1)   first, in payment of Taxes in respect of the
                        Securitisation Fund (to the extent not paid or allowed
                        for under clause 6.1(a));

                  (2)   secondly, pari passu and rateably in payment of the
                        Trustee's Fee, the Manager's Fee and any Expenses (other
                        than the Expenses referred to below in this clause
                        6.2(a)) in respect of the Securitisation Fund and which
                        have not previously been paid under clauses 5.4 and
                        6.1(a));

                  (3)   thirdly, in or toward payment of the amounts payable or
                        to be applied, and in the priority under clause
                        6.1(a)(4), which have not previously been paid or
                        allowed for on a prior Monthly Payment Date under
                        clauses 5.4 and 6.1(a)) of:

                        (A)   any interest due under any Redraw Funding Facility
                              or Top-up Funding Facility for the portion of the
                              applicable Quarterly Interest Period that also
                              falls within the applicable Monthly Interest
                              Period, to be retained in the bank account for the
                              Securitisation Fund or invested in Authorised
                              Investments until applied to payments of interest
                              to the Redraw Funding Facility or Top-up Funding
                              Facility on the following Quarterly Payment Date;


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 37
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        (B)   the applicable A$ Class A Interest Amount in
                              respect of the Class A Offered Notes for the
                              portion of the applicable Quarterly Interest
                              Period that also falls within the applicable
                              Monthly Interest Period, to be retained in the
                              bank account for the Securitisation Fund or
                              invested in Authorised Investments until applied
                              to payments to the Euro Currency Swap Provider and
                              US Currency Swap Provider which is thereafter to
                              be applied to payment on the Class A Offered Notes
                              on the following Quarterly Payment Date; and

                        (C)   any Class A[ ] Interest payable to the Class A[ ]
                              Noteholders on that Monthly Payment Date;

                  (4)   fourthly, toward payment of the amounts payable under
                        and in the priority as specified, in clause 6.1(a)(6) on
                        the Class B Notes on that Monthly Payment Date and which
                        have not previously been paid or allowed for on a prior
                        Monthly Payment Date under clauses 5.4 and 6.1(a)),
                        provided that such amounts must be retained in the bank
                        account for the Securitisation Fund or invested in
                        Authorised Investments until applied to payments on the
                        Class B Notes on the following Quarterly Payment Date;

                  (5)   fifthly, pari passu and rateably toward repayment of any
                        Redraw Principal Outstanding under a Redraw Funding
                        Facility and any Top-up Principal Outstanding under any
                        Top-up Funding Facility for the portion of the
                        applicable Quarterly Calculation Period that also falls
                        within the applicable Monthly Calculation Period, to be
                        retained in the bank account for the Securitisation Fund
                        or invested in Authorised Investments until applied to
                        payments of principal to the Redraw Funding Facility or
                        Top-up Funding Facility on the following Quarterly
                        Payment Date;

                  (6)   sixthly, pari passu and rateably toward payments
                        approved by the Manager under any Loan Redraw Facility
                        and any Top-up Loan for the portion of the applicable
                        Quarterly Calculation Period that also falls within the
                        applicable Monthly Calculation Period, to be retained in
                        the bank account for the Securitisation Fund or invested
                        in Authorised Investments until applied to payments
                        approved by the Manager under any Loan Redraw Facility
                        and any Top-up Loan on the following Quarterly Payment
                        Date;

                  (7)   seventhly, pari passu and rateably (having taken into
                        account any amounts allocated under this clause
                        6.2(a)(7) since the preceding Quarterly Payment Date):

                        (A)   in payment of principal to the Class A[ ]
                              Noteholders for the applicable Monthly Calculation
                              Period until the Outstanding Principal Balance of
                              the Class A[ ] Notes is reduced to zero; and

                        (B)   toward payment to the Currency Swap Providers
                              under a Confirmation relating to the Class A
                              Offered Notes for the portion of the applicable
                              Quarterly Calculation Period that also falls
                              within the applicable Monthly Calculation Period,
                              to be retained in the bank account for the
                              Securitisation Fund or invested in Authorised
                              Investments until applied to payments to the
                              Currency Swap Providers on the following Quarterly
                              Payment Date, until the Outstanding Principal
                              Balance of the Class A Offered Notes is reduced to
                              zero,


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 38
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        of an amount equal to the lesser of:

                        (C)   the amount available for distribution under this
                              clause 6.2(a)(7) after all payments which have
                              priority under this clause 6.2(a); and

                        (D)   the A$ Equivalent of the Outstanding Principal
                              Balance of all Class A Notes,

                  (8)   eighthly, toward payment of principal to the Class B
                        Noteholders pari passu and rateably, until the
                        Outstanding Principal Balance of the Class B Notes is
                        reduced to zero, of an amount equal to the lesser of:

                        (A)   the amount available for distribution under this
                              clause 6.2(a)(8) after all payments which have
                              priority under this clause 6.2(a); and

                        (B)   the Outstanding Principal Balance for all Class B
                              Notes,

                        for the portion of the applicable Quarterly Calculation
                        Period that also falls within the applicable Monthly
                        Calculation Period, to be retained in the bank account
                        for the Securitisation Fund or invested in Authorised
                        Investments until applied to payments to the Class B
                        Noteholders on the following Quarterly Payment Date;

                  (9)   ninthly, pari passu and rateably as between any Carry
                        Over Redraw Charge Offs, any Carry Over Top-up Charge
                        Offs and the A$ Equivalent of any Carry Over Class A
                        Charge Offs allocated to each Class A Note (having taken
                        into account any amounts allocated under this clause
                        6.2(a)(9) since the preceding Quarterly Payment Date):

                        (A)   toward payment to the Currency Swap Providers
                              under a Confirmation of the A$ Equivalent of any
                              Carry Over Class A Charge Offs relating to the
                              Class A Offered Notes;

                        (B)   toward repaying the Redraw Principal Outstanding
                              of each Redraw Funding Facility to the extent of
                              any Carry Over Redraw Charge Offs; and

                        (C)   toward repaying the Top-up Principal Outstanding
                              of each Top-up Funding Facility to the extent of
                              any Carry Over Top-up Charge Offs,

                        to be retained in the bank account for the
                        Securitisation Fund or invested in Authorised
                        Investments until applied to payments to the Currency
                        Swap Providers, repaying the Redraw Principal
                        Outstanding of each Redraw Funding Facility, and Top-up
                        Principal Outstanding of each Top-up Funding Facility on
                        the following Quarterly Payment Date; and

                        (D)   in payment to the Class A[ ] Noteholders of any
                              Carry Over Class A Charge Offs relating to the
                              Class A[ ] Notes on that Monthly Payment Date;


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 39
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (10)  tenthly, toward repaying the Invested Amount of the
                        Class B Notes to the extent of any Carry Over Class B
                        Charge Offs, to be retained in the bank account for the
                        Securitisation Fund or invested in Authorised
                        Investments until applied to repayment of the Invested
                        Amount of the Class B Notes on the following Quarterly
                        Payment Date;

                  (11)  eleventhly, toward payment towards any break costs
                        payable on cancellation of any Interest Hedge to the
                        extent that those amounts are not recovered under the
                        relevant Loan secured by Mortgages comprised in Assets
                        of the Fund in the form of any applicable prepayment
                        fees or a drawing has not been made under a Payment
                        Funding Facility (to the extent not paid under clause
                        6.1) for the portion of the applicable Quarterly
                        Calculation Period that also falls within the applicable
                        Monthly Calculation Period, to be retained in the bank
                        account for the Securitisation Fund or invested in
                        Authorised Investments until applied to payment of such
                        break costs on the following Quarterly Payment Date; and

                  (12)  twelfthly, subject to clause 6.3, pari passu and
                        rateably toward payment to the Liquidity Noteholder of
                        the principal amount outstanding in respect of the
                        Liquidity Notes and in or towards repayment of any
                        principal in respect of any Payment Funding Facility for
                        the portion of the applicable Quarterly Calculation
                        Period that also falls within the applicable Monthly
                        Calculation Period, to be retained in the bank account
                        for the Securitisation Fund or invested in Authorised
                        Investments until applied to payment of the principal
                        amount outstanding in respect of the Liquidity Notes and
                        repayment of any principal in respect of any Payment
                        Funding Facility on the following Quarterly Payment
                        Date.

            (b)   The Trustee must only make an application of Principal
                  Collections under clause 6.2(a) only to the extent that any
                  Principal Collections remain from which to make the
                  application after amounts with priority to that payment have
                  been applied.

            (c)   Subject to the terms of the Security Trust Deed and these
                  Supplementary Bond Terms (including clause 6.2(d)), on each
                  Quarterly Payment Date (to the extent it has not already done
                  so in accordance with this clause 6.2(c)), the Trustee must
                  apply the Principal Collections together with any amounts to
                  be applied under this clause 6.2(c) in relation to the Monthly
                  Calculation Period ending immediately before the relevant
                  Quarterly Payment Date towards the following payments in the
                  following order of priority:

                  (1)   first, in payment of Taxes in respect of the
                        Securitisation Fund (to the extent not paid for under
                        clause 6.1) which have been incurred prior to that
                        Quarterly Payment Date and which have not been
                        previously paid on a prior Monthly Payment Date under an
                        application of this clause 6.2;

                  (2)   secondly, pari passu and rateably in payment of the
                        Trustee's Fee, the Manager's Fee and any Expenses (other
                        than the Expenses referred to below in this clause 6.2)
                        in respect of the Securitisation Fund which have been
                        incurred prior to that Quarterly Payment Date and which
                        have not been previously paid on a prior Monthly Payment
                        Date (to the extent not paid or allowed for under
                        clauses 5.4 and 6.1);


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 40
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (3)   thirdly, in payment of the amounts payable and in the
                        priority under clause 6.1(c)(4) and which have not
                        previously been paid or allowed for on a previous
                        Payment Date under clauses 5.4 and 6.1 of:

                        (A)   any interest due under any Redraw Funding Facility
                              or Top-up Funding Facility for the applicable
                              Quarterly Interest Period, including (without
                              duplication) all amounts allocated under clause
                              6.2(a)(4)(A) on the two preceding Monthly Payment
                              Dates;

                        (B)   the applicable A$ Class A Interest Amount in
                              respect of the Class A Offered Notes, for the
                              applicable Quarterly Interest Period, including
                              (without duplication) all amounts allocated under
                              clause 6.2(a)(3)(B) on the two preceding Monthly
                              Payment Dates; and

                        (C)   any Class A[ ] Interest payable to the Class A[ ]
                              Noteholders, for the applicable Monthly Interest
                              Period;

                  (4)   fourthly, in payment of the amounts payable under, and
                        in the priority as specified in, clause 6.1(c)(6) on the
                        Class B Notes and which have not previously been paid or
                        allowed for a previous Payment Date for the applicable
                        Quarterly Interest Period, including (without
                        duplication) all amounts allocated under clause
                        6.2(a)(4) on the two preceding Monthly Payment Dates (to
                        the extent not paid under clauses 5.4 and 6.1);

                  (5)   fifthly, pari passu and rateably in repayment of any
                        Redraw Principal Outstanding under a Redraw Funding
                        Facility and any Top-up Principal Outstanding under any
                        Top-up Funding Facility for the applicable Quarterly
                        Calculation Period, including (without duplication) all
                        amounts allocated under clause 6.2(a)(5) on the two
                        preceding Monthly Payment Dates;

                  (6)   sixthly, pari passu and rateably in payment of amounts
                        approved by the Manager under any Loan Redraw Facility
                        and any Top-up Loan for the applicable Quarterly
                        Calculation Period, including (without duplication) all
                        amounts allocated under clause 6.2(a)(6) on the two
                        preceding Monthly Payment Dates;

                  (7)   seventhly, pari passu and rateably:

                        (A)   in payment of principal to the Class A[ ]
                              Noteholders for the applicable Monthly Calculation
                              Period until the Outstanding Principal Balance of
                              the Class A[ ] Notes is reduced to zero; and

                        (B)   in payment to the Currency Swap Providers under a
                              Confirmation relating to the Class A Offered Notes
                              for the applicable Quarterly Calculation Period,
                              including (without duplication) all amounts
                              allocated under clause 6.2(a)(7) for the two
                              preceding Monthly Payment Dates, until the
                              Outstanding Principal Balance of the Class A
                              Offered Notes is reduced to zero,


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 41
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        of an amount equal to the lesser of:

                        (C)   the amount available for distribution under this
                              clause 6.2(c)(7) after all payments which have
                              priority under this clause 6.2; and

                        (D)   the A$ Equivalent of the Outstanding Principal
                              Balance for all Class A Notes;

                  (8)   eighthly, in payment of principal to the Class B
                        Noteholders pari passu and rateably, until the
                        Outstanding Principal Balance of the Class B Notes is
                        reduced to zero, of an amount equal to the lesser of:

                        (A)   the amount available for distribution under this
                              clause 6.2(c)(8) after all payments which have
                              priority under this clause 6.2; and

                        (B)   the Outstanding Principal Balance for all Class B
                              Notes,

                        for the applicable Quarterly Calculation Period,
                        including (without duplication) all amounts allocated
                        under clause 6.2(a)(8) for the two preceding Monthly
                        Payment Dates;

                  (9)   ninthly, pari passu and rateably as between any Carry
                        Over Redraw Charge Offs, any Carry Over Top-up Charge
                        Offs and the A$ Equivalent of any Carry Over Class A
                        Charge Offs allocated to each Class A Note:

                        (A)   in payment to the Currency Swap Providers under a
                              Confirmation of the A$ Equivalent of any Carry
                              Over Class A Charge Offs relating to the Class A
                              Offered Notes;

                        (B)   in repaying the Redraw Principal Outstanding of
                              each Redraw Funding Facility to the extent of any
                              Carry Over Redraw Charge Offs; and

                        (C)   in repaying the Top-up Principal Outstanding of
                              each Top-up Funding Facility to the extent of any
                              Carry Over Top-up Charge Offs,

                        including (without duplication) all amounts allocated
                        under clause 6.2(a)(9) on the two preceding Monthly
                        Payment Dates; and

                        (D)   in payment to the Class A[ ] Noteholders of any
                              Carry Over Class A Charge Offs;

                  (10)  tenthly, in repayment of the Invested Amount of the
                        Class B Notes to the extent of any Carry Over Class B
                        Charge Offs including (without duplication) all amounts
                        allocated under clause 6.2(a)(10) on the two preceding
                        Monthly Payment Dates;


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 42
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (11)  eleventhly, in payment towards any break costs payable
                        on cancellation of any Interest Hedge to the extent that
                        those amounts are not recovered under the relevant Loan
                        secured by Mortgages comprised in Assets of the Fund in
                        the form of any applicable prepayment fees or a drawing
                        has not been made under a Payment Funding Facility for
                        the applicable Quarterly Calculation Period, including
                        all amounts allocated under clause 6.2(a)(11) on the two
                        preceding Monthly Payment Dates (to the extent not paid
                        under clause 6.1); and

                  (12)  twelfthly, subject to clause 6.3, pari passu and
                        rateably in payment to the Liquidity Noteholder of the
                        principal amount outstanding in respect of the Liquidity
                        Notes and in repayment of any principal in respect of
                        any Payment Funding Facility for the applicable
                        Quarterly Calculation Period, including (without
                        duplication) all amounts allocated under clause
                        6.2(a)(12) on the two preceding Monthly Payment Dates.

            (d)   The Trustee must only make an application of Principal
                  Collections under clause 6.2(c) to the extent that any
                  Principal Collections remain from which to make the
                  application, after payment of amounts with priority to that
                  payment have been made.

      6.3   Rights of Liquidity Noteholder

            On any Quarterly Payment Date, the Trustee must not make any
            payments out of Principal Collections to the Liquidity Noteholder
            under clause 6.2 unless the Invested Amount of all the Class A Notes
            and Class B Notes is zero, or will be zero following any payments
            made on the relevant Quarterly Payment Date.

      6.4   Funding Loan Redraw Facilities

            (a)   The Trustee may only fund advances under Loan Redraw
                  Facilities from Collections which represent prepayments of
                  principal under Loans (Redraw Prepayments) and by drawings
                  under Redraw Funding Facilities.

            (b)   The Trustee must not apply any Redraw Prepayments to making
                  advances under a Loan Redraw Facility unless:

                  (1)   all amounts specified in clauses 6.2(a)(1) to 6.2(a)(4)
                        and clauses 6.2(c)(1) to 6.2(c)(4) inclusive which are
                        due and payable have been paid or allocated; and

                  (2)   the Trustee holds Collections equal to the sum of the
                        advance under the Loan Redraw Facility and all amounts
                        specified in clauses 6.2(a)(1) to 6.2(a)(4) and clauses
                        6.2(c)(1) to 6.2(c)(4) inclusive which are accrued but
                        not due and payable.

      6.5   Funding Top-up Loans

            (a)   Subject to clause 6.5(c), the Trustee may only fund advances
                  for Top-up Loans from Collections which represent repayments
                  or prepayments of principal under Loans (Top-up Prepayments)
                  and by drawings under Top-up Funding Facilities.

            (b)   The Trustee must not apply any Top-up Prepayments to making
                  advances for a Top-up Loan unless:


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 43
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (1)   all amounts specified in clauses 6.2(a)(1) to 6.2(a)(4)
                        and clauses 6.2(c)(1) to 6.2(c)(4) inclusive which are
                        due and payable have been paid or allocated; and

                  (2)   the Trustee holds Collections equal to the sum of the
                        advance under the Top-up Loan and all amounts specified
                        in clauses 6.2(a)(1) to 6.2(a)(4) and clauses 6.2(c)(1)
                        to 6.2(c)(4) inclusive which are accrued but not due and
                        payable.

            (c)   The Trustee must not fund any advances for Top-up Loans until
                  a Top-up Funding Facility has been duly executed in the form
                  agreed by each Designated Rating Agency.

      6.6   Payment of Charge Offs

            The amount of any reinstatement under clauses 6.1(a)(11),
            6.1(a)(12), 6.1(a)(13), 6.1(c)(11), 6.1(c)(12) and 6.1(c)(13) must
            be applied on the relevant Payment Date of the reinstatement in
            accordance with clause 6.2 as if the amount reinstated formed part
            of Principal Collections.

--------------------------------------------------------------------------------
7     Substitution of Mortgages

      7.1   Purchase of Substitute Mortgages

            (a)   The Manager may, within 120 days after the issue of the Bond
                  Issue Confirmation Certificate (as defined in the Mortgage
                  Origination and Management Agreement), determine to suspend,
                  to the extent necessary, the obligations of the Trustee to
                  treat as Principal Collections so much of the payments in
                  respect of principal received on the repurchase of Loans
                  pursuant to either clause 10.4 of the Mortgage Origination and
                  Management Agreement or clause 11.6 of the Master Trust Deed,
                  to purchase substitute mortgages.

            (b)   Any payments of principal suspended in accordance with clause
                  7.1(a) (Suspended Moneys) may only be used in the manner
                  provided in clause 7.1(c).

            (c)   The Manager may only make a determination pursuant to clause
                  7.1(a):

                  (1)   for the purpose of directing the Trustee to apply the
                        Suspended Moneys in and toward the purchase of Mortgages
                        (Substitute Mortgages) from any other Fund which has
                        been created pursuant to the Master Trust Deed
                        (including Origination Fund No. 3);

                  (2)   if the final payment date of each Substitute Mortgage is
                        at least one year before the Final Maturity Date of the
                        Notes;

                  (3)   if the Manager has given the Designated Rating Agencies
                        not less than 5 Banking Days notice or such shorter
                        period as the Designated Rating Agencies may agree of
                        its intention to make the determination;

                  (4)   if the Manager receives confirmation from the Designated
                        Rating Agencies that the purchase by the Trustee of the
                        Substitute Mortgages will not adversely affect the
                        Designated Rating of the Notes; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 44
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (5)   if

                        (A)   the Trustee receives from the Manager a completed
                              Mortgage Transfer Proposal in relation to the
                              Substitute Mortgage no later than 2 Banking Days
                              prior to the date referred to in the Mortgage
                              Transfer Proposal for the purchase of the
                              Substitute Mortgage;

                        (B)   the Manager certifies to the Trustee that the
                              proposed Substitute Mortgage is a Mortgage for the
                              purposes of this agreement, and satisfies the
                              requirements in this clause 7, as at the Transfer
                              Date;

                        (C)   prior to or on the Transfer Date the Trustee
                              obtains, or enters into arrangements to obtain
                              with effect from the Transfer Date, as Trustee of
                              the Fund the benefit of the Enhancements and
                              Interest Hedge (if any) referred to in the
                              Mortgage Transfer Proposal.

                        If the provisions of this clause 7 are satisfied then
                        the Substitute Mortgage shall be acquired from any other
                        relevant Fund which has been created pursuant to the
                        Master Trust Deed (including Origination Fund No. 3).

--------------------------------------------------------------------------------
8     Notifications of Calculations

            (a)   The Manager must calculate the Collections for an immediately
                  preceding:

                  (1)   Monthly Calculation Period no later than 6 Banking Days
                        before each Monthly Payment Date; and

                  (2)   Quarterly Calculation Period no later than 6 Banking
                        Days before each Quarterly Payment Date; and.

            (b)   The Manager must, not later than 2 Banking Days before each
                  relevant Payment Date advise the Trustee and in respect of
                  Class A Offered Notes only, the Currency Swap Providers in
                  writing of:

                  (1)   all amounts payable or to be allowed for under clause 6;

                  (2)   reasonable details of the calculation of all such
                        amounts; and

                  (3)   the Outstanding Principal Balance and Invested Amount of
                        each Note following the making of all payments to be
                        made on that relevant Payment Date in accordance with
                        clauses 3 and 6.

            (c)   The Manager must also notify the Trustee of all details of
                  payments which are to be made by or on behalf of the Trustee
                  on or by each relevant Payment Date. The Manager must, not
                  later than 2 Banking Days before each relevant Payment Date
                  also notify the Currency Swap Providers of all payments which
                  are to be made by or on behalf of the Trustee on each relevant
                  Payment Date under clauses 6.1 and 6.2 in respect of Class A
                  Notes.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 45
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (d)   In the absence of manifest error, each of the Trustee and the
                  Currency Swap Providers is entitled to rely (and will rely on)
                  conclusively on the Manager's calculations and notifications
                  and is not required to investigate the accuracy of them.

--------------------------------------------------------------------------------
9     Amendments to Master Trust Deed

            The Master Trust Deed is amended for the purpose of the Fund as
            follows:

            (a)   Clause 1.1 - Authorised Investment

            For the purposes of the definition of Authorised Investment in
            clause 1.1 of the Master Trust Deed, each investment must be of a
            type which does not adversely affect the 50% risk weighting
            attributed to the Notes by the Bank of England (as to which the
            Trustee may rely conclusively on advice from the Manager to that
            effect).

            (b)   Clause 1.1 - Expenses

                  For the purpose of the definition of Expenses in clause 1.1 of
                  the Master Trust Deed,

                  (1)   words "subject to clauses 14 and 18," are added at the
                        beginning of paragraph (m); and

                  (2)   a new paragraph (o) is inserted as follows and the
                        existing paragraphs (o), (p) and (q) become (p), (q) and
                        (r) respectively:

                        "(o)  any fees and expenses payable to DTC, the Note
                              Trustee, the Paying Agents, the Note Registrar,
                              the Calculation Agents (for which the Trustee is
                              not personally liable under the Transaction
                              Documents), Clearstream, Luxembourg, Euroclear,
                              and any Stock Exchange;".

            (c)   Clause 1.1 - Financial Default

                  For the purpose of the definition of Financial Default delete
                  "3 Banking Days" and insert "10 Banking Days".

            (d)   Clause 1.1 - Fitch

                  For the purposes of the Fund, the definition of Fitch in
                  clause 1.1 of the Master Trust Deed, is deleted and the
                  following definition is inserted:

                  "Fitch Ratings means Fitch Australia Pty Ltd and its
                  successors and assigns".

            (e)   Clause 1.1 - Manager's Default

                  For the purposes of the definition of Manager's Default add
                  "or any representation given by the Manager in any Transaction
                  Document in relation to the Fund is or becomes not true" after
                  the words "in relation to the Fund" in paragraph (a) of the
                  definition.

            (f)   Clause 1.1 - Net Income

                  For the purposes of the Fund, the definition of Net Income in
                  clause 1.1 of the Master Trust Deed is deleted.

            (g)   Clause 1.1 - Net Income Account

                  For the purposes of the Fund, the definition of Net Income
                  Account in clause 1.1 of the Master Trust Deed is deleted.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 46
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (h)   Clause 1.1 - Operating Income

                  For the purposes of the Fund, the following new definition is
                  inserted alphabetically in clause 1.1 of the Master Trust
                  Deed:

                        "Operating Income means the gross income realised by the
                        Fund from its operations including rent, interest,
                        dividends, distributions and otherwise less expenses
                        arising in deriving that income including, but not
                        limited to:

                        (1)   outgoings in respect of the assets of the Fund;

                        (2)   repairs and maintenance;

                        (3)   interest and other borrowing costs;

                        (4)   fees paid to the Trustee and Manager; and

                        (5)   any other amount that the Manager considers
                              prudent or appropriate to allow for contingencies
                              or future expenses that will or may arise in
                              respect of the Fund;".

            (i)   Clause 1.1 - Operating Income Account

                  For the purposes of the Fund, the following new definition is
                  inserted alphabetically in clause 1.1 of the Master Trust
                  Deed:

                        "Operating Income Account in relation to an Origination
                        Fund means the bank account established by the Trustee
                        as trustee of that Origination Fund pursuant to clause
                        19.1(c);".

            (j)   Clause 1.1 - Rating Agency

                  For the purpose of definition of Rating Agency in clause 1.1
                  replace the word "Fitch" with the words "Fitch Ratings".

            (k)   Clause 1.1 - Securities System

                  For the purpose of the definition of Securities System in
                  clause 1.1 insert "or DTC" after "Euroclear".

            (l)   Clause 1.1 - Termination Date

                  For the purpose of the definition of "Termination Date" in
                  clause 1.1 of the Master Trust Deed;

                  (1)   the words "and the Trustee and Manager agree that no
                        further Bonds are proposed to be issued by the Trustee
                        in relation to that Fund" are inserted at the end of
                        paragraph (c)(1) of that definition;

                  (2)   paragraph "(a)" of that definition is deleted;

                  (3)   paragraph "(b)" of that definition is re-lettered as
                        paragraph "(a)";

                  (4)   paragraph "(c)" of that definition is re-lettered as
                        paragraph "(b)";

                  (5)   paragraph "(d)" of that definition is re-lettered as
                        paragraph "(c)"; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 47
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (6)   the words "under paragraphs (c) and (d)" in the final
                        paragraph of that definition are deleted and replaced
                        with the words "under paragraphs (b) and (c)".

            (m)   Clause 1.2(k)

                  For the purposes of the Fund, clause 1.2(k) of the Master
                  Trust Deed is deleted and the following new clause 1.2(k) is
                  inserted as follows:

                        "(k) Not used;".

            (n)   Clause 2.4 - No Further Interests

                  For the purposes of the Fund, a new clause 2.4 is inserted in
                  the Master Trust Deed as follows:

                        "2.4  No Further Interests

                        The Trustee must not create any further interests in the
                        Funds after the date that is the eightieth anniversary
                        of the date of this Deed.".

            (o)   Clause 3.1 - Beneficial Interest in the Origination Funds

                  For the purpose of clause 3.1(a) of the Master Trust Deed:

                  (1)   the words "Net Income" as it appears twice in the first
                        line of the paragraph are deleted, and the words "Net
                        Income" in the first line of the paragraph are deleted
                        and replaced with the words "Operating Income"; and

                  (2)   the words "Net Income Account" in the third line of the
                        paragraph are deleted and replaced with the words
                        "Operating Income Account".

            (p)   Clause 5 - Notes

                  For the purpose of the Fund, clause 5 in the Master Trust Deed
                  is deleted and the following clause 5 is inserted as follows:

                        "5.   Notes

                        5.1   Acknowledgment of indebtedness

                        Subject to the terms of this Deed and the Supplementary
                        Bond Terms Notice:

                        (a)   each entry in the Register for a Fund in respect
                              of a Class A[ ] Note and a Class B Note relating
                              to the Fund; and

                        (b)   in relation to each Class A Offered Note relating
                              to a Fund, that Class A Offered Note,

                        constitutes an independent and separate acknowledgment
                        to the relevant Noteholder by the Trustee of its
                        indebtedness as trustee of the Fund for the Outstanding
                        Principal Balance of that Note together with the other
                        rights given to Noteholders under this Deed, the
                        Supplementary Bond Terms Notice and the Security Trust
                        Deed, and (in relation to a Class A Offered Note) the
                        Note Trust Deed and the Conditions.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 48
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes
                        5.2   Legal nature of Notes

                        (a)   Class A[ ] Notes and Class B Notes will be in the
                              form of inscribed stock, and the Trustee's
                              obligations in relation to the Notes and under
                              this Deed and this Supplementary Bond Terms Notice
                              (including any obligation to pay interest or
                              principal) will become effective on inscription in
                              the Register for the Fund under this Deed and this
                              Supplementary Bond Terms Notice of the details for
                              those Class A[ ] Notes and Class B Notes.

                        (b)   Class A Offered Notes will be in registered form
                              in respect of Book-Entry Notes and will be in
                              registered form in respect of Definitive Notes.

                        5.3   Terms of Notes

                        (a)   All Notes issued by the Trustee as trustee of a
                              Fund shall be issued with the benefit of, and
                              subject to, this Deed, the relevant Supplementary
                              Bond Terms Notice and the relevant Security Trust
                              Deed and, in relation to Class A Offered Notes,
                              the Note Trust Deed and the Conditions.

                        (b)   The documents referred to in paragraph (a) are
                              binding on the Manager, the Trustee, the Note
                              Trustee, the Security Trustee and the Noteholders.

                        5.4   Interest and Principal Entitlement of Noteholders

                        Subject to this Deed, the relevant Supplementary Bond
                        Terms Notice and the Security Trust Deed and, in
                        relation to Class A Offered Notes, the Note Trust Deed
                        and the Conditions, the Trustee as trustee of a Fund
                        must, in respect of the Notes issued by it in that
                        capacity, pay or cause to be paid to the Noteholders (as
                        relevant) of those Notes:

                        (a)   (interest) Interest on each relevant Payment Date;
                              and

                        (b)   (principal) their Principal Entitlement on each
                              relevant Payment Date.

                        5.5   Notes not invalid if issued in breach

                        No Note shall be invalid or unenforceable on the ground
                        that it was issued in breach of this Deed, the relevant
                        Supplementary Bond Terms Notice or any other Transaction
                        Document.

                        5.6   Location of Class A[ ] Notes and Class B Notes

                        The property in Class A[ ] Notes and Class B Notes shall
                        for all purposes be regarded as situated at the place
                        where the Register on which those Class A[ ] Notes and
                        Class B Notes are recorded is located.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 49
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        5.7   No discrimination between Noteholders

                        There shall not be any discrimination or preference
                        between Notes within the same Class, or the
                        corresponding Noteholders, in relation to a Fund by
                        reason of the time of issue of Notes or for any other
                        reason, subject only to the Supplementary Bond Terms
                        relating to the Notes the terms of the Security Trust
                        Deed relating to the Fund and the Note Trust Deed and
                        the Conditions in relation to the Class A Offered Notes.

                        5.8   Note Register

                        In the event that any Definitive Notes are issued in
                        registered form, the Trustee (or if the Trustee fails to
                        do so, the Manager on behalf of the Trustee) must, on
                        the direction of the Manager, appoint a person to
                        operate and maintain a register of those notes in
                        accordance with standard United States practice and
                        law."

            (q)   Clause 6.2 - Limit on Interest of Income Beneficiary in Assets
                  of an Origination Fund

                  For the purpose of clause 6.2 of the Master Trust Deed:

                  (1)   the words "Net Income" in the second line of the
                        paragraph are deleted and replaced with the words
                        "Operating Income"; and

                  (2)   the words "Net Income Account" in the fourth line of the
                        paragraph are deleted and replaced with the words
                        "Operating Income Account".

            (r)   Clause 6.5 - Ranking of interest of Beneficiary

                  For the purposes of clause 6.5 of the Master Trust Deed, the
                  Trustee may seek and rely upon a direction from the Note
                  Trustee as to the interests of the Class A Noteholders.

            (s)   Clauses 7.1 and 7.7(a) - Bond Issue Direction

                  (1)   For the purposes of clause 7.1 of the Master Trust Deed,
                        the Securitisation Fund Bond Issue Direction for the
                        Notes may be issued by the Manager on or at any time
                        prior to the Bond Issue Date for the Notes.

                  (2)   For the purposes of clause 7.7(a) of the Master Trust
                        Deed, the certification by the Manager may occur on or
                        at any time prior to the Bond Issue Date for the Notes.

            (t)   Clause 7.8 - Issue of Bonds and Transfer of Benefit of
                  Mortgages

                  (1)   Clause 7.8(b) of the Master Trust Deed is amended by
                        inserting "in respect of Class B Notes only" after
                        "Applications for Bonds".

                  (2)   Clause 7.8(c) of the Master Trust Deed is amended by
                        replacing paragraph (1) with the following:

                        "(1)  (Transaction Documents): entered into the
                              Transaction Documents to which it is a party in
                              its capacity as trustee of the Fund;".


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 50
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (u)   Clause 8 - Transfer of Notes

                  (1)   For the purposes of this Fund, clause 8 of the Master
                        Trust Deed applies in respect of the Class A[ ] Notes
                        and the Class B Notes but, except for clause 8.1(a), (b)
                        and (c) does not apply to the Class A Offered Notes.

                  (2)   For the purposes of this Fund, clause 8.1(a) of the
                        Master Trust Deed is amended by inserting the words "and
                        (in respect of the Class A Offered Notes) the relevant
                        Note Trust Deed and Conditions" after the words "subject
                        to this Deed and the corresponding Supplementary Bond
                        Terms".

            (v)   Clause 9 - Note Registration Confirmation

                  For the purposes of this Fund, clause 9 applies to the Class
                  A[ ] Notes and the Class B Notes and does not apply to the
                  Class A Offered Notes.

            (w)   Clause 10.12 - Moneys Payable to Trustee

                  For the purposes of the Fund, the words "and any moneys
                  payable to the Principal Paying Agent under any Transaction
                  Document" are inserted after the words "subject to this Deed."

            (x)   Clause 11 - Origination and Management of Mortgages

                  A new clause 11.6 is inserted as follows:

                        "11.6 Repurchase of Mortgages

                        (a)   If the Manager determines that any representation
                              or warranty by the Mortgage Manager under the
                              Mortgage Management Agreement with respect to a
                              Mortgage forming part of the Securitisation Fund
                              is false or misleading, the Trustee, as trustee of
                              any other Fund created pursuant to the Master
                              Trust Deed, will be obliged at the request of the
                              Manager made in accordance with clause 10.4 to
                              either (at the election of the Manager):

                        (1)   repurchase the Mortgage; or

                        (2)   repurchase and substitute or substitute a Mortgage
                              in which event the Trustee shall be obliged to
                              comply with the provisions of clause 7 of the
                              Supplementary Bond Terms Notice with respect to
                              the substitution of Mortgages,

                        within 120 days after the date of the relevant Bond
                        Issue Confirmation Certificate (as defined in the
                        Mortgage Management Agreement).

                        (b)   For the avoidance of doubt, it is recorded that
                              neither the Trustee nor the Mortgage Manager shall
                              be obliged to pay damages to the Note Trustee or
                              any Class A Noteholder or any other person as a
                              consequence of any breach of warranty on the part
                              of the Mortgage Manager contained in the Mortgage
                              Management Agreement.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 51
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        (c)   The provisions of clauses 7.14 and 7.15 shall be
                              incorporated into this clause mutatis mutandis in
                              relation to any Mortgage repurchased and any
                              substitute Mortgage.

            (y)   Clause 12.17 - Additional Covenants by Manager

                  For the purposes of clause 12.17 of the Master Trust Deed, the
                  Manager must also:

                  (1)   (Stock Exchange): comply with the rules and regulations
                        of the Stock Exchange;

                  (2)   (Filing): make or cause the making of all filings which
                        the Manager is actually aware are required in connection
                        with the Fund or the Assets of the Fund with any
                        Governmental Agency in any jurisdiction;

                  (3)   (Comply with obligations and laws): promptly comply with
                        all other duties and obligations imposed on the Manager
                        by the Transaction Documents in relation to the Fund and
                        comply with all relevant material laws in the relevant
                        jurisdiction in carrying out such duties and
                        obligations.

                  (4)   (Not merge): not merge or consolidate into another
                        entity unless the surviving entity assumes the
                        obligations of the Manager under the Transaction
                        Documents.

                  (5)   (Enhancements): perform all obligations within its power
                        to ensure that all Enhancements and Hedges are
                        maintained and available for the Fund; and

                  (6)   (Agreed Procedures): not agree to any amendment to the
                        Agreed Procedures (as defined in the Mortgage
                        Origination and Management Agreement) applicable to this
                        Fund, unless each Designated Rating Agency has confirmed
                        that it will not withdraw or downgrade the rating of the
                        Notes as a result of such amendment.

            (z)   Clause 14.1 - Retirement for Cause

                  For the purposes of the Fund, the following words are added at
                  the end of clause 14.1:

                        "The costs of removal of the Manager under this clause
                        14.1 must be borne by the Manager. The Manager agrees to
                        indemnify the Trustee and the Fund for these costs."

            (aa)  Clause 16.3 - To act honestly, diligently and prudently

                  Clause 16.3 of the Master Trust Deed is amended by:

                  (1)   replacing "." at the end of paragraph (g) with ";"; and

                  (2)   inserting new sub-clauses (i) and (j) as follows:

                        "(i)  (removal of the Trustee's agents or delegates):
                              remove any agent or delegate of the Trustee that
                              breaches any obligation or duty imposed on the
                              Trustee under this Deed or any other Transaction
                              Document in relation to the Fund where the Manager
                              reasonably believes it will adversely affect the
                              rating of either or both of the Class A Notes and
                              the Class B Notes by the Designated Rating
                              Agencies within 45 days' notice from the Manager
                              to the Trustee to remove that agent or delegate;
                              and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 52
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        (j)   (Agreed Procedures): not agree to any amendment to
                              the Agreed Procedures (as defined in the Mortgage
                              Origination and Management Agreement) applicable
                              to this Fund, unless each Designated Rating Agency
                              has confirmed that it will not withdraw or
                              downgrade the rating of the Notes as a result of
                              such amendment."

            (bb)  A new clause 16.10 inserted into the Master Trust Deed as
                  follows:

                        "16.10 Compliance with laws

                        The Trustee must comply with all relevant material laws
                        in the relevant jurisdiction in performance of its
                        duties and in exercising its discretions under the
                        Transaction Documents."

            (cc)  Clause 18.1 - Retirement for Cause

                  For the purposes of the Fund, the following words are added at
                  the end of clause 18.1:

                        "The costs of removal of the Trustee under this clause
                        18.1 must be borne by the Trustee. The Trustee agrees to
                        indemnify the Manager and the Fund for these costs."

            (dd)  Clause 19.1 - Opening of bank accounts

                  For the purposes of the Fund, the following amendments are
                  made to clause 19.1 of the Master Trust Deed:

                  (1)   in first and fourth lines of clause 19.1(c), the words
                        "Net Income Account" are deleted and replaced with the
                        words "Operating Income Account"; and

                  (2)   the following new clause 19.1(d) is inserted immediately
                        after clause 19.1(c):

                        "(d)  (Change Bank Accounts): If a bank account for a
                              Fund is held with a Bank which ceases to have the
                              ratings specified in a Supplementary Bond Terms
                              Notice in respect of the Fund, the Manager must
                              direct the Trustee to, and the Trustee shall, as
                              soon as practicable, and in any event, within 10
                              days of receipt of actual notice of that
                              cessation:

                        (1)   close that account; and

                        (2)   transfer all funds standing to the credit of that
                              account to another existing bank account for the
                              Fund with a Bank which has the specified rating,
                              or if none, open such an account, as nominated by
                              the Manager."


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 53
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (ee)  Clause 19.2 - Location of Bank Accounts

                  For the purpose of clause 19.2(a) of the Master Trust Deed,
                  the words "Net Income Account" in the third line of the
                  paragraph are deleted and replaced with the words "Operating
                  Income Account".

            (ff)  Clause 19.10 - All Transactions through Central Accounts

                  For the purposes of clause 19.10(c) of the Master Trust Deed:

                  (1)   the words "Net Income" as it appears twice in the first
                        line of the paragraph are deleted, and the words "Net
                        Income" in the first line of the paragraph are deleted
                        and replaced with the words "Operating Income";

                  (2)   the words "Net Income Account" in the second line of the
                        paragraph are deleted and replaced with the words
                        "Operating Income Account".

            (gg)  Clause 21.3 - Accounts to be kept in accordance with Approved
                  Accounting Standards

                  For the purposes of the Fund, clause 21.3 of the Master Trust
                  Deed is deleted and replaced with the following new clause
                  21.3:

                        "21.3 Not Used".

            (hh)  Clause 22 - Payments

                  For the purposes of the Fund, the following amendments are
                  made to the Master Trust Deed:

                  (1)   clause 22.1(d) is deleted and replaced with the
                        following:

                        "fourthly, subject to clause 22.4, to the Income
                        Beneficiary in accordance with its instructions";

                  (2)   in clause 22.1(d), the words "Net Income" are deleted
                        and replaced with the words "Operating Income";

                  (3)   clause 22.2(d) is deleted and replaced with the
                        following:

                        "(d) fourthly, subject to clause 22.4, to the Capital
                        Beneficiary in accordance with its instructions";

                  (4)   in clause 22.3(a), the words "Net Income" in the first
                        line of the paragraph are deleted and replaced with the
                        words "Operating Income", and the words "Net Income" in
                        the third line of the paragraph are deleted and replaced
                        with the words "Operating Income";

                  (5)   in clause 22.3(b), the words "Net Income" as it appears
                        twice in the first line of the paragraph are deleted,
                        and the words "Net Income" in the first line of the
                        paragraph are deleted and replaced with the words
                        "Operating Income";

                  (6)   in clause 22.3(b), the words "Net Income" in the fourth
                        line of the paragraph are deleted and replaced with the
                        words "Operating Income";

                  (7)   in clause 22.3(c), the words "Net Income" in the first
                        line of the paragraph are deleted and replaced with the
                        words "Operating Income", the words "Net Income" in the
                        second line of the paragraph are deleted and replaced
                        with the words "Operating Income", and the words "Net
                        Income Account" in subparagraph (2) are deleted and
                        replaced with the words "Operating Income Account"; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 54
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (8)   clause 22.3(d) is deleted and replaced with the
                        following:

                        "(d) Upon termination of the Fund, the surplus capital
                        of the Fund remaining after satisfaction by the Trustee
                        of all of its obligations in respect of the Fund shall
                        be paid in relation to the first $100 only to the
                        Capital Beneficiary and in relation to the balance to
                        the Income Beneficiary".

            (ii)  Clause 22.7 - Net Income, Income and Capital

                  For the purpose of clause 22.7 of the Master Trust Deed,
                  clause 22.7 is deleted and replaced with the following new
                  clause 22.7:

                  "22.7 Operating Income, Income and Capital

                        (a)   For each Income Distribution Period the Manager
                              must determine the Operating Income for the Income
                              Distribution Period.

                        (b)   If no determination is made or to the extent to
                              which no determination is made under clause
                              22.7(a), then the Distributable Income for that
                              Income Distribution Period is equal to the
                              Operating Income for that Income Distribution
                              Period.

                        (c)   In determining the Operating Income the Manager
                              does not have to take into account accounting
                              standards or generally accepted accounting
                              principles and practices which apply to trusts.

                        (d)   Any references in this Deed to "capital" or
                              "income" will, for an Income Distribution Period
                              of a Fund have a corresponding meaning consistent
                              with the application of the foregoing for that
                              Income Distribution Period of the Fund.".

            (jj)  Clause 23 - The Register

                  For the purpose of this Fund paragraphs (g) to (m) inclusive
                  of clause 23.1 and clauses 23.5, 23.6 and 23.7 of the Master
                  Trust Deed do not apply to the Class A Offered Notes.

            (kk)  Clause 25 - Payments generally

                  For the purpose of the Fund clause 25 is amended as follows:

                  (1)   By deleting "in Australia" from clause 25.1(b).

                  (2)   By inserting as clause 25.5 the following:

                        "25.5 Class A Notes

                        (a)   Clause 25.1 to 25.3 inclusive apply to the Class
                              A[ ] Notes and the Class B Notes only and not to
                              the Class A Offered Notes and the following
                              provisions of this clause 25.5 apply to the Class
                              A Offered Notes only and not to the Class A[ ]
                              Notes and the Class B Notes.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 55
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        (b)   Any payment made by or on behalf of the Trustee in
                              respect of any Class A Offered Note must be made
                              in accordance with the relevant Supplementary Bond
                              Terms Notice and the relevant Note Trust Deed.

                        (c)   There is a full satisfaction of the moneys payable
                              under a Class A Offered Note, and a good discharge
                              to the Trustee and the Manager (as the case may
                              be) in relation to that Class A Offered Note, when
                              so provided under the Note Trust Deed."

                  (3)   A new clause 25.6 inserted into the Master Trust Deed as
                        follows:

                        "25.6 Taxation

                        (a)   (Net payments): Subject to this clause, payments
                              in respect of the Notes shall be made free and
                              clear of, and without deduction for, or by
                              reference to, any present or future Taxes of any
                              Australian Jurisdiction unless required by law.

                        (b)   (Interest Withholding Tax - Class B Notes): All
                              payments in respect of the Class B Notes will be
                              made without withholding or deduction for, or on
                              account of, any present or future taxes, duties or
                              charges of whatsoever nature unless the Trustee or
                              any person making payments on behalf of the
                              Trustee is required by applicable law to make any
                              such payment in respect of the Class B Notes
                              subject to any withholding or deduction for, or on
                              account of, any present or future taxes, duties or
                              charges of whatever nature. In that event the
                              Trustee or any person making payments on behalf of
                              the Trustee (as the case may be) will make such
                              payment after such withholding or deduction has
                              been made and will account to the relevant
                              authorities for the amount so required to be
                              withheld or deducted. Neither the Trustee, any
                              person making payments on behalf of the Trustee or
                              any note trustee will be obliged to make any
                              additional payments to Class B Noteholders in
                              respect of that withholding or deduction.

                        (c)   (Interest Withholding Tax - Class A Notes):
                              Payments on Class A Notes by or on behalf of the
                              Trustee will be made subject to deduction for any
                              Interest Withholding Tax (being tax imposed under
                              Division 11A of Part IIIA of the Income Tax
                              Assessment Act 1936 on amounts of, or deemed to
                              be, interest or in the nature of interest) and all
                              other withholdings and deductions referred to in
                              Condition 7 of the Class A Notes.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 56
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        (d)   (Tax file numbers): The Trustee or any person
                              making payments on behalf of the Trustee will be
                              required to deduct tax-at-source on interest
                              payments on any Class A Note or Class B Note to
                              each Class A Noteholder or Class B Noteholder who
                              has or is required to have a Tax File Number at
                              the highest personal marginal tax rate unless the
                              Trustee or any person making payments on behalf of
                              the Trustee receives from such Class A Noteholder
                              or Class B Noteholder the Tax File Number (as
                              defined in the Income Tax Assessment Act 1936) of
                              that Class A Noteholder or Class B Noteholder, or
                              evidence of any exemption the Class A Noteholder
                              or Class B Noteholder may have from the need to
                              advise the Trustee or any person making payments
                              on behalf of the Trustee of a Tax File Number. The
                              Tax File Number or appropriate evidence (as the
                              case may be) must be received by the Trustee or
                              any person making payments on behalf of the
                              Trustee not less than ten Banking Days prior to
                              the relevant payment date. The Trustee, or any
                              person making any payments on behalf of the
                              Trustee, is entitled to deduct any such
                              tax-at-source required to be paid by it in
                              relation to the Class A Notes or the Class B Notes
                              at that highest personal marginal tax rate if no
                              Tax File Number or exemption (as the case may be)
                              is provided."

            (ll)  Clause 26.16 - Trustee's Right of Indemnity

                  For the purposes of this Fund, delete clause 26.16 and
                  substitute the following:

                  "26.16 Liability of Trustee Limited to its Right of Indemnity

                  (a)   Subject to this Deed, a liability of the Trustee as
                        trustee of the Fund arising under or in connection with
                        this Deed 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 Fund which are available to
                        satisfy the right of the Trustee to be exonerated or
                        indemnified for the liability. This limitation of the
                        Trustee's liability applies despite any other provision
                        of this Deed 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 Deed or the Fund.

                  (b)   Subject to clause 26.16(c), no person (including any
                        Relevant Party) may take action against the Trustee in
                        any capacity other than as trustee of the Fund or seek
                        the appointment of a receiver (except under the Security
                        Trust Deed in respect of the Fund), or 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 the Fund).

                  (c)   The provisions of this clause 26.16 shall not apply to
                        any obligation or liability of the Trustee to the extent
                        that it is not satisfied because under a Transaction
                        Document for the Fund or by operation of law there is a
                        reduction in the extent of the Trustee's indemnification
                        or exoneration out of the assets of the Fund, as a
                        result of the Trustee's fraud, negligence or wilful
                        default.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 57
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (d)   It is acknowledged that the Relevant Party is
                        responsible under this Deed or the other Transaction
                        Documents for the Fund for performing a variety of
                        obligations relating to the Fund. No act or omission of
                        the Trustee (including any related failure to satisfy
                        its obligations under this Deed) will be considered
                        fraud, negligence or wilful default of the Trustee for
                        the purposes of clause 26.16(c) to the extent to which
                        the act or omission was caused or contributed to by any
                        failure by the Relevant Party or any other person who
                        has been delegated or appointed by the Trustee in
                        accordance with the Transaction Documents for the Fund
                        to fulfil its obligations relating to the Fund or by any
                        other act or omission of the Relevant Party or any other
                        person.

                  (e)   No attorney, agent, receiver or receiver and manager
                        appointed in accordance with this Deed or any other
                        Transaction Document for the Fund 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 wilful default of the Trustee for the purposes of
                        clause 26.16(c).

                  (f)   In this clause 26.16 Relevant Parties means any party to
                        a Transaction Document other than the Trustee.

                  (g)   The Issuer 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 26.16."

                  (mm)  Clause 28 - Amendment

                        For the purposes of this Fund, the reference to prior
                        consent of the Bondholders in clause 28.2 is a reference
                        to the Extraordinary Resolution of Voting Secured
                        Creditors passed in accordance with Schedule 1 of the
                        Security Trust Deed.

                  (nn)  Schedule 9 - Amendment

                        For the purposes of this Fund, delete the word "15th
                        September, December, March and June" in the definition
                        of "Fee Payment Date"" in clause 1 and insert the words
                        "[#] of [#], [#], [#]and [#]" and delete the word "15th"
                        in the definition of "Valuation Date" in clause 1 and
                        insert the word "last".

--------------------------------------------------------------------------------
10    Rating Agency Requirements

      10.1  Designated Rating Agencies

            The Designated Rating Agencies for the Notes as at the Closing Date
            are Moody's, S&P and Fitch Ratings.

      10.2  Designated Ratings

            The Designated Ratings for the Notes are as follows:

            (a)   For the Class A Notes:

                  (1)   in the case of Moody's - "Aaa";


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 58
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                  (2)   in the case of S&P - "AAA";

                  (3)   in the case of Fitch Ratings - "AAA"; and

            (b)   For the Class B Notes:

                  (1)   In the case of Moody's - "Aa2";

                  (2)   In the case of S&P - "AA"; and

                  (3)   In the case of Fitch Ratings - "AA".

      10.3  Minimum Rating Requirements

            Subject to clauses 5.3 and 10.4, all Authorised Investments of the
            Fund other than cash and Mortgages must be rated "AAA" or "A-1+" by
            S&P and "Aaa" or "Prime-1" by Moody's and "AAA" or "F1+" by Fitch
            Ratings.

      10.4  Banks

            (a)   Subject to clause 10.4(b), any bank account for the purposes
                  of clause 19.1 and 19.11 of the Master Trust Deed must be with
                  a Bank which has a short-term rating of at least "P-1"
                  (Moody's), "A-1+" (S&P) and "F1" (Fitch Ratings).

            (b)   Subject to clause 5.3, the Assets of the Fund may be invested
                  in deposits which mature or are callable within 30 days of
                  being made with a Bank rated at least "A-1" by S&P, provided
                  that the aggregate amount of such deposits does not at any
                  time exceed 20% of the Total Outstanding Principal Balance.

      10.5  Notifications to Designated Rating Agencies

            The Manager must give written notice to each Designated Rating
            Agency:

            (a)   of the occurrence of an Event of Default under the Security
                  Trust Deed, promptly upon becoming aware of the same;

            (b)   prior to any amendment being made to any Transaction Document
                  (including any change to any of the parties to any Transaction
                  Document); and

            (c)   of a breach of a provision of a Transaction Document relating
                  to the Securitisation Fund, promptly upon becoming aware of
                  the same, which breach is in the reasonable opinion of the
                  Manager likely to have a material adverse effect on the
                  ability of the Trustee to meet its obligations in respect of
                  the Notes.

      10.6  No other Requirements

            For the purposes of the Master Trust Deed, there are no minimum
            rating requirements in relation to the Fund, other than those
            expressly set out in this Supplementary Bond Terms Notice.

      10.7  Loan Facilities

            The Manager must:


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 59
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (a)   ensure that the form of documentation to provide Loan Redraw
                  Facilities or Top-up Loans is approved by the Mortgage
                  Insurer; and

            (b)   that the provision of any Loan Redraw Facility or Top-up Loan
                  is made in accordance with any relevant terms of the Mortgage
                  Insurance Policy.

      10.8  Top-up Loans

            In relation to a Top-up Loan, the Manager must ensure that in any
            Calculation Period:

            (a)   a Top-up Loan may only be made if the current weighted average
                  LTV of the Pool, after giving effect to the Top-up Loan, has
                  increased by no more than 2% of the weighted average LTV of
                  the Pool as at the Cut-Off Date;

            (b)   after giving effect to the Top-up Loan, the weighted average
                  LTV of the Pool must not exceed the weighted average Original
                  LTV of the Pool as of the Cut-Off;

            (c)   after giving effect to the Top-up Loan, the percentage of
                  Loans in the Pool with an Original LTV over 80% must not
                  exceed the percentage of Loans in the Pool with an Original
                  LTV over 80% as of the Cut-Off Date by more than 2%;

            (d)   a Top-up Loan will only be made if the term of the relevant
                  Loan will not be increased as a result of the Top-up Loan
                  being made;

            (e)   a Top-up Loan will only be made for a period of 18 months
                  after the Closing Date;

            (f)   the aggregate of the Top-up Loans to be funded after the
                  Suspension Date will not exceed 5% of the Pool as at the
                  Suspension Date; and

            (g)   a Top-up Loan may only be made if there are as of the Cut-Off
                  no unreimbursed Carry Over Class A Charge Offs, Carry Over
                  Class B Charge Offs, Carry Over Redraw Charge Offs and Carry
                  Over Top-up Charge Offs;

            or on such other conditions (whether in substitution or in addition
            to the above) as may be agreed by the Designated Rating Agencies and
            the Manager from time to time and notified to the Trustee.

--------------------------------------------------------------------------------
11    Threshold Rate

            (a)   In exercising its powers and performing its obligations under
                  the Master Trust Deed, the Manager must at all times ensure
                  that, to the extent that the Trustee is entitled to do so
                  under the terms of the Mortgages, the rate of interest payable
                  on or in respect of Loans secured by Mortgages comprised in
                  the Assets of the Fund is changed from time to time so that:

                  (1)   on the assumption that all parties to all of the
                        Transaction Documents and all issuers of Authorised
                        Investments from time to time comprised in the Assets of
                        the Fund have complied and will at all times comply in
                        full with their respective obligations under those
                        Transaction Documents and Authorised Investments; and

                  (2)   having regard to:


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 60
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

                        (A)   the terms of the Transaction Documents;

                        (B)   the terms of the Mortgages comprised in the Assets
                              of the Fund;

                        (C)   the anticipated Expenses of the Fund;

                        (D)   the amount of the Cash Collateral in the Cash
                              Collateral Account;

                        (E)   all other information available to the Manager;

                        (F)   the Benchmark Rate from time to time; and

                        (G)   any mismatch between the time at which the
                              Benchmark Rate is determined and the time at which
                              the rate of interest payable on or in respect of
                              Loans secured by the Mortgages comprised in the
                              Assets of the Fund may be reset,

                        the Trustee will have available to it at all times
                        sufficient funds to enable it to comply with all of its
                        obligations under the Transaction Documents relating to
                        the Fund as they fall due (other than any payments of
                        interest on the Liquidity Notes).

            (b)   Without limiting the operation of clause 11(a), the interest
                  rate applicable to each fixed interest period of the Loan
                  secured by a Mortgage comprised in the Assets of the Fund must
                  be equal to or greater than:

                  (1)   for so long as the Outstanding Principal Balance of all
                        such Loans is equal to or less than 25% of the
                        Outstanding Principal Balance of all Loans secured by
                        Mortgages comprised in the Assets of the Fund, the rate,
                        expressed as a percentage, determined by the Manager to
                        be the fixed-floating swap rate for the period most
                        closely approximating the term of the fixed interest
                        period of the Loans secured by the Mortgages plus 0.80%;
                        and

                  (2)   for so long as the Outstanding Principal Balance of all
                        such Loans is greater than 25% of the Outstanding
                        Principal Balance of all Loans secured by Mortgages
                        comprised in the Assets of the Fund, such rate as agreed
                        from time to time between the Manager and each
                        Designated Rating Agency.

            (c)   For the purposes of clause 11(a) it is acknowledged that if
                  there is any shortfall under any determination under clause
                  11(a), the Manager may direct the Trustee to make a drawing
                  under the Payment Funding Facility in respect of that
                  shortfall (to the extent it has not already done so in respect
                  of the shortfall) provided that:

                  (1)   such a drawing must be made in accordance with clause
                        5.5(b)(2) of the Initial Payment Funding Facility; and

                  (2)   if such a drawing is not made the Manager must comply
                        with clauses 11(a) and 11(b).


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 61
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

--------------------------------------------------------------------------------
12    Beneficiaries

            (a)   The Beneficiaries hold the beneficial interest in the Fund in
                  accordance with the Master Trust Deed and this Supplementary
                  Bond Terms Notice.

            (b)   The beneficial interest held by each Beneficiary is limited to
                  the Fund and each Asset of the Fund subject to and in
                  accordance with the Master Trust Deed and this Supplementary
                  Bond Terms Notice.

            (c)   Subject to clause 12(d), no Beneficiary has any right to
                  receive distributions in respect of the Fund other than the
                  right to receive on the termination of the Fund the entire
                  beneficial interest of the Fund.

            (d)   The Income Beneficiary has the right to receive distributions
                  in respect of the Fund under the Master Trust Deed and this
                  Supplementary Bond Terms Notice to the extent that Net Income
                  is available for distribution under the Master Fund Deed and
                  this Supplementary Bond Terms Notice.

            (e)   The Beneficiaries may not assign, or create or allow to exist
                  any Encumbrance over, its rights or interests in respect of
                  the Fund if to do so might have an adverse tax consequence in
                  respect of the Fund.

--------------------------------------------------------------------------------
13    Note Trustee

      13.1  Capacity

            The Note Trustee is a party to this Supplementary Bond Terms Notice
            in its capacity as trustee for the Class A Offered Noteholders from
            time to time under the Note Trust Deed and, for the purposes of
            clause 16 in its capacity as the Principal Paying Agent, the
            Calculation Agent and the Note Registrar.

      13.2  Exercise of rights

            (a)   The rights, remedies and discretions of the Class A Offered
                  Noteholders under the Transaction Documents including all
                  rights to vote or give instructions to the Security Trustee
                  and to enforce undertakings or warranties under the
                  Transaction Documents, except as otherwise provided in the
                  Note Trust Deed or the Security Trust Deed, may only be
                  exercised by the Note Trustee on behalf of the Class A Offered
                  Noteholders in accordance with the Note Trust Deed.

            (b)   The Class A Offered Noteholders, except as otherwise provided
                  in the Note Trust Deed or the Security Trust Deed, may only
                  exercise enforcement rights in respect of the Charged Property
                  through the Note Trustee and only in accordance with the
                  Transaction Documents.

      13.3  Representation and warranty

            The Note Trustee represents and warrants to each other party to this
            Supplementary Bond Terms Notice that it has the corporate power to
            enter into the Transaction Documents to which it is a party and to
            exercise the rights, remedies and discretions of, and to vote on
            behalf of the Class A Offered Noteholders, in accordance with the
            Note Trust Deed and the Security Trust Deed.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 62
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

      13.4  Payments

            Any payment to be made to the Class A Offered Noteholders under the
            Transaction Documents may be made to the Principal Paying Agent or
            the Note Trustee (as the case may be) in accordance with the Note
            Trust Deed.

--------------------------------------------------------------------------------
14    Security Trust Deed

            The parties to this Supplementary Bond Terms Notice agree to comply
            with clause 12.14 of the Security Trust Deed.

--------------------------------------------------------------------------------
15    Miscellaneous

      15.1  Banking Day

            Except where this Supplementary Bond Terms Notice expressly provides
            to the contrary, where any determination, date, payment, matter or
            thing falls under this Supplementary Bond Terms Notice on a day
            which is not a Banking Day, then such determination, date, payment,
            matter or thing shall be done or extended to the first Banking Day
            thereafter.

      15.2  Provisions of the Master Trust Deed to apply

            Other than as expressly set out herein, or inconsistent with this
            Supplementary Bond Terms Notice, but subject to clause 15.4, the
            provisions of the Master Trust Deed shall apply to all Notes and to
            all Noteholders.

      15.3  Limitation of Liability

            Without derogating from the generality of clause 15.2 nothing in
            this Supplementary Bond Terms Notice shall, nor shall it be
            construed as, limiting or in any way affecting the full operation of
            clause 26 of the Master Trust Deed.

      15.4  Aggregate Outstanding Principal Balance of Notes

            For the purposes of clause 7.9 of the Master Trust Deed, the
            aggregate Outstanding Principal Balance of Notes created on the Bond
            Issue Date may exceed the then aggregate Outstanding Principal
            Balance of the Portfolio of Mortgages attached to the Bond Issue
            Direction.

      15.5  Attorney

            Each of the Attorneys executing this notice states that the Attorney
            has no notice of alteration to, or revocation or suspension of, the
            power of attorney appointing that Attorney.

      15.6  Know Your Customer

            Subject to any confidentiality, privacy or general trust law
            obligations owed by the Trustee to Bondholders and any applicable
            confidentiality or privacy laws, each party hereto (Information
            Provider) agrees to provide any information and documents reasonably
            required by another party hereto (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
            15.6 agrees to utilize such information and documents solely for the
            purpose of complying with applicable anti-money laundering or
            counter-terrorism financing laws.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 63
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

      15.7  Compliance with Regulation AB

            The Trustee acknowledges and agrees that to the extent it agrees
            with the Manager that the Trustee 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 Supplementary Bond Terms Notice as if references to
            "the Mortgage Manager" in those clauses were references to the
            Trustee and the definition of "Subcontractor" in clause 1.01 of the
            Side Letter to the Mortgage Origination and Management Agreement
            will be construed accordingly.

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

16    Privacy

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

            (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 Supplementary Bond Terms Notice undertakes
                  to use its best endeavours to ensure that at all times during
                  the term of this Supplementary Bond Terms Notice:

                  (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

                  (2)   in addition to the obligation under clause 16(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.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 64
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (d)   In this clause 16, "Personal Information" has the same meaning
                  as in the Privacy Act 1988.

            (e)   Notwithstanding anything else contained in this clause 16,
                  paragraphs (a) to (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.






--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 65
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

Dated:   [#]

TRUSTEE

Signed by
Perpetual Limited
by its attorney under Power of Attorney
dated
in the presence of:


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


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


MANAGER

Signed by
ME Portfolio Management Limited
by its attorney under Power of Attorney
dated

in the presence of:


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


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


SECURITY TRUSTEE

Signed by
Perpetual Trustee Company Limited
by its attorney under Power of Attorney
dated

in the presence of:


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


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


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 66
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

NOTE TRUSTEE

Signed by
The Bank of New York
by its Authorised Signatory in the
presence of:


-----------------------------------        -------------------------------------
Witness                                    Authorised Signatory


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


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 67
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

--------------------------------------------------------------------------------
Schedule 1 - Supplementary Bond Terms Notice: SMHL Global Fund No. [ ] -
Liquidity Notes

To:      Perpetual Limited
         ABN 86 000 431 827
         as trustee of the SMHL Global Fund No. [  ]
         (Trustee)

From:    ME Portfolio Management Limited
         ABN 79 005 964 134
         as manager of the SMHL Global Fund No. [  ]
         (Manager)

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

1     Function

      This Supplementary Bond Terms Notice:

            (a)   accompanies a Securitisation Fund Bond Issue Direction dated
                  [insert date] as the same may be amended from time to time, in
                  relation to a proposed issue of Notes by the Trustee;

            (b)   sets out the Supplementary Bond Terms for the Notes comprised
                  in the Class named in the Bond Issue Direction as the "SMHL
                  Global Fund No. [ ] - Liquidity Notes"; and

            (c)   shall be entered into the Register by the Trustee pursuant to
                  clause 23.1(f) of the Master Trust Deed.

--------------------------------------------------------------------------------
2     Definitions and Interpretation

      2.1   Definitions

            In this Supplementary Bond Terms Notice (including clause 1), unless
            the context indicates a contrary intention:

            Bond Issue Direction means the Securitisation Fund Bond Issue
            Direction referred to in clause 1(a).

            Class A Note has the meaning given to it in the SMHL Global Fund No.
            [ ] Bond Terms.

            Class B Note has the meaning given to it in the SMHL Global Fund No.
            [ ] Bond Terms.

            Commission has the meaning given to it in the SMHL Global Fund No. [
            ] Bond Terms.

            Final Maturity Date means the earlier of:

            (a)   [ ]; and


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 68
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            (b)   the date declared to be the Final Maturity Date in accordance
                  with clause 5.

            Fitch Ratings means Fitch Australia Pty Ltd.

            Interest Amount means, in relation to a Liquidity Note and an
            Interest Period, interest on that Liquidity Note for that Interest
            Period calculated in accordance with clause 3.2.

            Interest Period has the same meaning as in the SMHL Global Fund No.
            [ ] Bond Terms for the Class B Notes.

            Interest Rate has, in relation to an Interest Period, the same
            meaning as in the SMHL Global Fund No. [ ] Bond Terms for Liquidity
            Notes.

            Issue Date means the Bond Issue Date relating to the Liquidity
            Notes.

            Liquidity Notes means the Bonds (as defined in the Master Trust
            Deed) comprised in the Class named in the Bond Issue Direction as
            "SMHL Global Fund No. [ ] - Liquidity Notes", issued by the Trustee
            pursuant to the Bond Issue Direction and in accordance with the
            Master Trust Deed.

            Liquidity Noteholder means initially P.T. Limited (as nominee for
            Perpetual Limited as trustee for the [Superannuation Members' Home
            Loans Origination Fund No. 3] [Superannuation Members' Home Loans
            Warehousing Trust 2004-1]), and thereafter each person who is from
            time to time entered in the Register as the holder of a Liquidity
            Note.

            Manager means ME Portfolio Management Limited.

            Master Trust Deed means the Master Trust Deed dated 4 July 1994 made
            between the Trustee and the Manager and providing for the
            establishment of a series of separate trusts known collectively as
            the Superannuation Members' Home Loans Trusts, as amended and
            restated from time to time.

            Moody's means Moody's Investors Service Pty Limited.

            Original Principal Balance means, in relation to a Liquidity Note,
            the initial Face Value of the Liquidity Note.

            Outstanding Principal Balance means, at any time in relation to a
            Liquidity Note, the Original Principal Balance of the Liquidity Note
            minus all repayments of principal made in relation to the Liquidity
            Note.

            Payment Date has the same meaning as in the SMHL Global Fund No. [ ]
            Bond Terms for Class B Notes.

            Principal Collections has the same meaning as in the SMHL Global
            Fund No. [ ] Bond Terms.

            Regulation AB has the meaning given to it in the SMHL Global Fund
            No. [ ] Bond Terms.

            S&P means Standard and Poor's (Australia) Pty Limited.

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

            Security Trust Deed means the Security Trust Deed for the
            Securitisation Fund.

            Side Letter to the Mortgage Origination and Management Agreement has
            the meaning given to it in the SMHL Global Fund No. [ ] Bond Terms.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 69
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

            SMHL Global Fund No. [ ] Bond Terms means the Supplementary Bond
            Terms Notice dated on or about the date of this Supplementary Bond
            Terms Notice in respect of the Securitisation Fund and providing
            terms of issue for the Class A Notes and Class B Notes.

            Trustee means Perpetual Limited, in its capacity as trustee of the
            Securitisation Fund.

      2.2   Incorporation of Master Trust Deed Definitions

            Subject to clause 2.1, each term or expression used herein that is
            defined in the Master Trust Deed (as amended by the SMHL Global Fund
            No. [ ] Bond Terms) and is not defined herein shall have the same
            meaning herein unless the context otherwise requires or unless
            otherwise defined herein.

      2.3   Interpretation

            The provisions of clause 1.2 of the Master Trust Deed shall be
            incorporated, mutatis mutandis, into this Supplementary Bond Terms
            Notice, except that references to the SMHL Global Fund No. [ ] Bond
            Terms are to the SMHL Global Fund No. [ ] Bond Terms as at the Issue
            Date.

--------------------------------------------------------------------------------
3     Interest on the Liquidity Note

      3.1   Interest

            Each Liquidity Note bears interest calculated, and payable in
            arrears, in accordance with this clause 3 and clause 7 until the
            Final Maturity Date or the date on which the Outstanding Principal
            Balance of the Liquidity Note is reduced to zero (whichever is the
            earlier).

      3.2   Calculation of Interest

            Interest on each Liquidity Note is calculated for each Interest
            Period:

            (a)   on the daily Outstanding Principal Balance of the Liquidity
                  Note during that Interest Period;

            (b)   at the Interest Rate for the Liquidity Note for that Interest
                  Period; and

            (c)   on the actual number of days in that Interest Period and
                  assuming a year of 365 days.

      3.3   Payment of Interest

            On each relevant Payment Date, the Manager must direct the Trustee
            to pay, and the Trustee must, subject to clause 7, pay the Interest
            Amount for each Liquidity Note for the Interest Period to which that
            relevant Payment Date relates.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 70
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

--------------------------------------------------------------------------------
4     Payment of Principal on the Notes

      4.1   Final Maturity Date

            The Outstanding Principal Balance of each Liquidity Note must,
            subject to clause 7, be repaid in full on the Final Maturity Date.

      4.2   Reduction in Principal balance

            On each relevant Payment Date, the Trustee must (at the direction of
            the Manager) comply with clause 5.5 of the SMHL Global Fund No. [ ]
            Bond Terms and each repayment of principal of the Liquidity Notes
            must be applied as between each Liquidity Note as the Manager may
            from time to time determine until the Outstanding Principal Balance
            for each Liquidity Note is reduced to zero. Each payment of
            principal in respect of a Liquidity Note under this Supplementary
            Bond Terms Notice reduces the Outstanding Principal Balance of the
            Liquidity Note by the amount of that payment. The Trustee has no
            obligation to make any payment under this clause 4 in respect of the
            Liquidity Notes in excess of the Outstanding Principal Balance of
            the Liquidity Notes immediately prior to that payment being made.

      4.3   Cancellation on Repayment

            Upon the reduction of the Outstanding Principal Balance of the
            Liquidity Notes to zero by repayment of principal in accordance with
            this Supplementary Bond Terms Notice and payment of all the Interest
            Amounts in relation to that Liquidity Bond, the Liquidity Note is
            cancelled.

--------------------------------------------------------------------------------
5     Notes Callable at Option of Trustee

      If the Trustee declares a date to be the Final Maturity Date of the Notes
      issued pursuant to the SMHL Global Fund No. [ ] Bond Terms in accordance
      with the SMHL Global Fund No. [ ] Bond Terms, the Trustee must declare,
      and the Manager must direct the Trustee to declare, by giving not less
      than 5 Banking Days notice to the Liquidity Noteholder, that same date to
      be the Final Maturity Date for the Liquidity Notes.

--------------------------------------------------------------------------------
6     Cash collateral

      The Trustee and Manager must:

            (a)   comply with the terms of clause 5 of the SMHL Global Fund No.
                  [ ] Bond Terms; and

            (b)   not make any variation or amendment to the SMHL Global Fund
                  No. [ ] Bond Terms without the consent of the Liquidity
                  Noteholder.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 71
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

--------------------------------------------------------------------------------
7     Distribution of collections

      7.1   Distribution of Collections

            Subject to the terms of the Security Trust Deed, on each relevant
            Payment Date, the Trustee must apply the Interest Collections and
            the Principal Collections for the relevant Calculation Period in
            accordance with the SMHL Global Fund No. [ ] Bond Terms.

      7.2   Rights for Repayment of Principal

            The rights of the Liquidity Noteholder to receive payment of or
            towards the Outstanding Principal Balance are subject to clause 6.3
            of the SMHL Global Fund No. [ ] Bond Terms.

--------------------------------------------------------------------------------
8     Notifications of calculations etc

      The Manager must, not later than 2 Banking Days before each relevant
      Payment Date advise the Trustee in writing of the Outstanding Principal
      Balance of all Liquidity Notes following the making of all payments to be
      made on that relevant Payment Date in accordance with the SMHL Global Fund
      No. [ ] Bond Terms and this Supplementary Bond Terms Notice.

--------------------------------------------------------------------------------
9     Notice to Noteholders

            (a)   (Notices): The Manager shall from time to time advise the
                  Liquidity Noteholder of the Interest Amount, Principal
                  Entitlement and Outstanding Principal Balance on the Liquidity
                  Notes.

            (b)   (Method of Notices): A notice to the Liquidity Noteholder
                  pursuant to clause 9(a) must be given in writing sent to the
                  address or facsimile number of the Liquidity Noteholder then
                  appearing in the Register.

            (c)   (Non-Receipt): The Manager shall not be liable for the
                  accidental omission to give to, or the non-receipt or late
                  receipt by, the Liquidity Noteholder of a notice pursuant to
                  this clause 9.

--------------------------------------------------------------------------------
10    Restriction on transfer

      For the purposes of clause 8.1 of the Master Trust Deed the Liquidity
      Noteholder may not transfer any Liquidity Note without the prior written
      consent of the trustee for the time being of the Fund on whose behalf it
      holds Liquidity Notes, the Security Trustee and provided the Manager has
      received from each Designated Rating Agency a confirmation that there will
      be no adverse change to the rating of the Notes.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 72
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes
--------------------------------------------------------------------------------
11    Rating Agency requirements

      11.1  Designated Rating Agencies

            The Designated Rating Agencies for the Liquidity Notes are Moody's,
            S&P and Fitch Ratings.

      11.2  Designated Ratings

            The Liquidity Notes are not rated and have no Designated Rating.

      11.3  Investment of Fund

            The Trustee and the Manager must comply with the SMHL Global Fund
            No. [ ] Bond Terms insofar as they relate to:

            (a)   the investment of the Assets of the Fund in Authorised
                  Investments; and

            (b)   the exercise of their respective powers under the Master Trust
                  Deed with respect to the setting of the rate of interest
                  payable on or in respect of Loans secured by Mortgages
                  comprised in the Assets of the Fund.

--------------------------------------------------------------------------------
12    Miscellaneous

      12.1  Banking Day

            Where any determination, date, payment, matter or thing falls under
            this Supplementary Bond Terms Notice on a day which is not a Banking
            Day, then such determination, date, payment, matter or thing shall
            be done or extended to the first Banking Day thereafter.

      12.2  Provisions of the Master Trust Deed to apply

            Other than as expressly set out herein, or inconsistent with this
            Supplementary Bond Terms Notice, but subject to clause 12.3, the
            provisions of the Master Trust Deed shall apply to all Notes and to
            all Noteholders.

      12.3  Limitation of Liability

            Without derogating from the generality of clause 12.2 nothing in
            this Supplementary Bond Terms Notice shall, nor shall it be
            construed as, limiting or in any way affecting the full operation of
            clause 26 of the Master Trust Deed.

      12.4  Know Your Customer

            Subject to any confidentiality, privacy or general trust law
            obligations owed by the Trustee to Bondholders and any applicable
            confidentiality or privacy laws, each party hereto (Information
            Provider) agrees to provide any information and documents reasonably
            required by another party hereto (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
            12.4 agrees to utilize such information and documents solely for the
            purpose of complying with applicable anti-money laundering or
            counter-terrorism financing laws.


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 73
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes

      12.5  Compliance with Regulation AB

            The Trustee acknowledges and agrees that to the extent it agrees
            with the Manager that the Trustee 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 Supplementary Bond Terms Notice as if references to
            "the Mortgage Manager" in those clauses were references to the
            Trustee and the definition of "Subcontractor" in clause 1.01 of the
            Side Letter to the Mortgage Origination and Management Agreement
            will be construed accordingly.

--------------------------------------------------------------------------------
13    Financial Default

      For the purposes of the Securitisation Fund and all Transaction Documents
      relating to the Securitisation Fund, any failure by the Trustee to pay all
      or part of any Interest Amount on any relevant Payment Date other than the
      Final Maturity Date does not constitute a Financial Default or an Event of
      Default for the purposes of the Security Trust Deed.

--------------------------------------------------------------------------------
14    Attorney

      The attorney executing this notice states that he or she has no notice of,
      alteration to, or revocation or suspension of, the power of attorney
      appointing that attorney.

Dated:   [insert date]

For and on behalf of
ME Portfolio Management Limited
by its attorney in the presence of:


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


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


--------------------------------------------------------------------------------
Freehills Sydney\005068601                                               page 10
<PAGE>

                    Exhibit Supplementary Bond Terms Notice: Class A and B Notes