UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(MARK ONE)

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal year ended June 30, 2004

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

Commission file number 333-100087-01

                         ME PORTFOLIO MANAGEMENT LIMITED
                             (A.B.N. 79 005 964 134)
                    as Manager of the SMHL Global Fund No. 3
             (Exact name of Registrant as specified in its charter)

                               Victoria, Australia
                 (Jurisdiction of incorporation or organization)

                                 Not applicable
                      (I.R.S. Employer Identification No.)

          Level 23, 360 Collins Street, Melbourne, VIC, 3000, Australia
                    (Address of principal executive offices)

                                  613 9605 6000
              (Registrant's Telephone Number, Including Area Code)


Securities registered or to be registered pursuant to section 12(b) of the Act:
None

Securities required to be registered pursuant to section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the last 90 days. Yes |X| No |_|


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K   |_|

<PAGE>


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

The information  required for some items in Form 10-K is "not applicable" to the
Trust or the Manager.  As used in this Annual  Report  filed on Form 10-K,  "not
applicable" or "Not  Applicable"  means that the response to the referenced item
is omitted in reliance on the procedures  outlined in numerous no-action letters
issued  by  the  Commission's  Staff  with  respect  to  substantially   similar
securities and trusts that file annual reports on Form 10-K.


DOCUMENTS INCORPORATED BY REFERENCE

This Annual Report filed on Form 10-K,  including the Aggregate  Totals attached
as Exhibit  13.1,  relates to the period  October 1, 2003 to June 30, 2004.  For
information  relevant  to the  period  July 1, 2003 to  September  30,  2003 the
Manager refers to and  incorporates  by reference the Annual Report on Form 20-F
filed on March  25,  2004 in  respect  of the  Trust  under  Central  Index  Key
0001186142.

The Manager  incorporates by reference its Noteholders  Report filed on Form 8-K
for the quarterly payment date in June 2004 and its Noteholders Reports filed on
Form 6-K for the quarterly  payments dates in September 2003,  December 2003 and
March  2004 filed in respect of the Trust  under  Central  Index Key  0001186142
which contain all  financial  information  related to the Trust  relevant to the
holders of the Notes (the  "Noteholders"),  pursuant to rule 12b-23  promulgated
under the Securities Exchange Act of 1934.



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<TABLE>
<CAPTION>

TABLE OF CONTENTS


<S>     <S>                                                                                                       <C>

PART 1 ............................................................................................................4

ITEM 1.  BUSINESS..................................................................................................4

ITEM 2.  PROPERTIES................................................................................................4

ITEM 3.  LEGAL PROCEEDINGS.........................................................................................4

ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS......................................................4


PART II ...........................................................................................................4

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, REALTED STOCKHOLDER MATTERS
         AND ISSUER PURCHASES OF EQUITY SECURITIES.................................................................4

ITEM 6.  SELECTED FINANCIAL DATA...................................................................................4

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION......................5

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................................5

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............................................................6

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE......................6

ITEM 9A. CONTROLS AND PROCEDURES...................................................................................6


PART III ..........................................................................................................6

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......................................................6

ITEM 11.  EXECUTIVE COMPENSATION...................................................................................7

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...........................................7

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................................................7

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES...................................................................7


PART IV ...........................................................................................................7

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.........................................7

</TABLE>


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<PAGE>


PART 1


ITEM 1.  BUSINESS

This  Annual  Report on Form 10-K  relates  to the SMHL  Global  Fund No. 3 (the
"Trust")  and the Class A Mortgage  Backed  Floating  Rate  Notes (the  "Notes")
issued  pursuant  to the Note Trust Deed dated as of October 21, 2002 (the "Note
Trust Deed"),  between Perpetual Trustees  Australia Limited,  as issuer trustee
(the "Issuer  Trustee");  ME Portfolio  Management  Limited (the "Manager"),  as
Manager;  and The Bank of New York, New York branch,  as note trustee (the "Note
Trustee").  Capitalized  terms used in this Form 10-K and not  defined  have the
same meanings given to them in the Prospectus relating to the Notes.

ITEM 2.  PROPERTIES

The property of the Trust  primarily  consists of  residential  mortgage  loans.
Information  concerning such property can be found in the quarterly  Noteholders
Reports for the payment dates in September 2003,  December 2003,  March 2004 and
June 2004 and aggregate  totals for the period  October 1, 2003 to June 30, 2004
are incorporated herein as Exhibit 13.1.


ITEM 3.  LEGAL PROCEEDINGS

The Manager knows of no material legal  proceedings  involving any of the Trust,
the Manager, the Servicer or the Issuer Trustee.


ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

No votes or consents of Noteholders  were  solicited  during the fiscal year for
any purpose.


PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, REALTED STOCKHOLDER MATTERS
         AND ISSUER PURCHASES OF EQUITY SECURITIES

The Notes are not traded on any  nationally  recognized  exchange  in the United
States.

Since the Trust pays no  dividends  with respect to the Notes,  the  information
required by Item 201 of Regulation S-K regarding  dividends is  inapplicable  to
the Trust.


ITEM 6.  SELECTED FINANCIAL DATA

The regular quarterly  Noteholders Report for the Trust, which is required to be
included with each quarterly  distribution of the Trust's assets to Noteholders,
sets  forth for the prior  quarter  all of the  relevant  financial  information
required by the Trust Deed to be reported to Noteholders.

The  Noteholders  Reports for the  quarterly  payment  dates in September  2003,
December  2003,  March  2004  filed on Form 6-K in  respect  of the Trust  under
Central Index Key  0001186142  and June 2004 filed on Form 8-K are  incorporated
herein by reference and aggregate  totals for the period October 1, 2003 to June
30, 2004 are incorporated herein as Exhibit 13.1.


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<PAGE>

For  information  relevant to the period July 1, 2003 to September  30, 2003 the
Manager refers to and  incorporates  by reference the Annual Report on Form 20-F
filed on March  25,  2004 in  respect  of the  Trust  under  Central  Index  Key
0001186142.

The foregoing presents all relevant financial information relating to the Trust.
Because of the limited business  activity of the Trust,  the Selected  Financial
Data  specified in Item 301 of Regulation  S-K would not provide any  meaningful
additional information.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION

Because of the limited  business  activity  of the Trust,  the  presentation  of
Management's  Discussion  and  Analysis  of  Financial  Condition  and Result of
Operation,  as otherwise  required by Item 303 of Regulation  S-K,  would not be
meaningful.  All relevant  information  is contained in  Noteholders  Reports as
described above.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

CURRENCY EXCHANGE CONTROL RISK

Interest  and  principal  payments  to  holders  of the Notes are paid in United
States dollars  ("U.S.  dollars").  However  payments on the mortgage loans (the
"Collections")  are received by the Issuer Trustee,  in Australian  dollars,  in
Australia.  Pursuant to a swap agreement ("Currency Swap") the Issuer Trustee is
required to pay a portion of the Collections to the swap provider (the "Currency
Swap Provider") who in turn pays ("Swap Currency Exchange"), at the direction of
the Issuer  Trustee,  U.S.  dollars to the holders of the Notes.  It is possible
that in the  future,  Australia  may impose  exchange  controls  that affect the
availability  of  Australian  dollar  payments  for  making  payments  under the
Currency  Swap. The holders of the Notes will bear the risk of the imposition of
foreign  exchange  controls by the  Australian  government  that impact upon the
Issuer Trustee's ability to exchange the Collections for U.S. dollars.

The Issuer  Trustee  has no  control  over such risk,  which will  generally  be
affected by economic and political  events in Australia.  If the Issuer  Trustee
does  not pay  some or all of the  amount  in  Australian  dollars  which  it is
required to pay the Currency Swap Provider under the Currency Swap, the Currency
Swap Provider is only required to pay the U.S. dollar  equivalent of the amounts
it actually  receives.  In such event,  it is unlikely that the Trust would have
sufficient U.S. dollars to make the payments due on the Notes.

Unless the Reserve  Bank of  Australia  has given  specific  approval  under the
Banking  (Foreign  Exchange)  Regulations  (which  may  change  in the  future),
payments by an  Australian  resident to, or transfers  to, by the order of or on
behalf of:

o  proscribed governments (and their statutory authorities, agencies,
   entities); and
o  nationals of proscribed countries, proscribed organizations or
   persons associated with proscribed organizations,

are prohibited.

For the purposes of the above bullet points,  persons  include  certain  persons
associated with the former  government of the Federal Republic of Yugoslavia and
certain persons associated with the Government of Zimbabwe.


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Under Part 4 of the Charter of United Nations Act 1945 and the Charter of United
Nations  (Terrorism  and Dealings with Assets)  Regulations  2002,  restrictions
apply to  transactions,  accounts and assets relating to the Taliban,  Usama bin
Laden, the Al-Qaida  organization and other persons and entities  identified and
listed in the Commonwealth of Australia  Gazette by the Australian  Minister for
Foreign  Affairs as terrorists  as sponsors of terrorism.  It is also a criminal
offence to make assets available to such persons or entities.

The Iraq  (Reconstruction  and Repeal of  Sanctions)  Regulations  2003 impose a
freeze on the financial  resources of the previous  Government  of Iraq,  Saddam
Hussein, other senior officials of his regime, and their immediate families, and
provide for such  resources to be transferred to Iraq and used in that country's
reconstruction and rehabilitation.

CURRENCY EXCHANGE RISK

Interest and  principal on the Notes is payable in U.S.  dollars and the Trust's
primary  source for funding its payments on the Notes is its  Collections on the
mortgage  loans,  which will be sourced in Australian  dollars.  If the Currency
Swap  Provider  was to fail to  perform  under  the  Currency  Swap or was to be
discharged from such performance  because of a default  thereunder by the Trust,
the Trust might have to exchange its Australian  dollars for U.S.  dollars at an
exchange  rate that is less  favorable to the Trust than when the Currency  Swap
was entered into and might therefore not have  sufficient  U.S.  dollars to make
timely payments on the Notes, even though the delinquency and loss experience on
the mortgage loans may be acceptable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

As discussed above,  furnishing the financial  information required by Item 8 of
Form  10-K  would  not add any  relevant  information  to that  provided  by the
foregoing   statements.   Because  the  Notes  are  essentially   "pass-through"
securities, the Trust will have "income" only in the limited sense of collecting
payments on the residential mortgage loans. The only material items of "expense"
for the Trust will be the amounts paid as servicing compensation and potentially
certain payments relating to any credit enhancement facilities.  The Noteholders
Reports  (filed on Form 6-K and Form 8-K) provide  complete  information  on the
amounts of the "income" and "expenses" of the Trust.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

None.


ITEM 9A.  CONTROLS AND PROCEDURES

Not applicable.



PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Not applicable.


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ITEM 11.  EXECUTIVE COMPENSATION

Not applicable.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Not Applicable.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ME Portfolio  Management Ltd is a wholly owned  subsidiary of Members Equity Pty
Limited.  Its principal  business  activity is the management of  securitisation
trusts established under Members Equity Pty Limited's securitisation  programmes
including the SMHL Program.

ME Portfolio  Management  Limited has entered into  arrangements  on  commercial
terms with  Members  Equity Pty Limited in order to carry out its  functions  as
manager under the securitisation trusts.


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

Not applicable.



PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


a.   (1) and (2) The exhibits listed on the  accompanying  Index of Exhibits are
     filed or  incorporated  by reference as part of this report.  Such Index is
     incorporated herein by reference.

b.   Exhibits

Designation            Description                              Method of filing
-----------            -----------                              ----------------

Exhibit 13.1           Aggregate Totals for the Period                 13.1
                       October 1, 2003 to June 30, 2004

Exhibit 31.1           Section 302 Certification                       31.1

Exhibit 99.1           The Manager Officer's Certificate of            99.1
                       Compliance

Exhibit 99.2           The Servicer Officer's Certificate of           99.2
                       Compliance

Exhibit 99.3           Independent Auditors Annual                     99.3
                       Servicer's Compliance Certificate

(b) On September  15, 2003,  December 4, 2003 and March 10, 2004 reports on Form
6-K were filed by the Manager in respect of the Trusts under  Central  Index Key
0001186142 in order to provide the quarterly  distributions  to the  Noteholders
for the Trust.  On June 3, 2004 a report on Form 8-K was filed by the Manager in
order to provide the quarterly distribution to the Noteholders for the Trust. No
other reports on Form 8-K have been filed during the last fiscal year covered by
this report.

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SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


ME PORTFOLIO MANAGEMENT LIMITED



 /S/  N. VAMVAKAS
-----------------------------
Name:  N. VAMVAKAS
Title:  Director
Date:  September 24, 2004



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EXHIBITS


EXHIBIT NO.    DOCUMENT DESCRIPTION
-----------    --------------------------------------

13.1           Aggregate Totals for the Period October 1, 2003 to June 30, 2004
31.1           Section 302 Certification
99.1           The Manager Officer's Certificate of Compliance
99.2           The Servicer Officer's Certificate of Compliance
99.3           Independent Auditors Annual Servicer's Compliance Certificate



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