Perpetual
      Limited

    
      
        

      

    

    ME
      Portfolio Management Limited

    
      
        

      

    

     

    Securitisation
      Fund 

    Bond
      Issue Direction - 

    SMHL
      Global Fund 

    2007-1

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Securitisation
          Fund Bond Issue Direction - SMHL Global Fund 2007-1

      

    


    
      
        

      

    

    Table
      of contents

     

    
      
        	
                Clause

              	 	
                Page

              
	 	 	 
	
                1

              	
                Proposal
                  to issue Notes

              	
                1

              
	 	 	 
	
                2

              	
                Portfolio
                  of Mortgages to be held by the Trustee for the Securitisation
                  Fund

              	
                2

              
	 	 	 
	
                3

              	
                Proceeds
                  of Issue

              	
                2

              
	 	 	 
	
                4

              	
                Security
                  Trust Deed, Enhancements and Hedges

              	
                3

              
	 	 	 
	
                5

              	
                Redraw
                  Funding Facilities

              	
                3

              
	 	 	 
	
                6

              	
                Top-up
                  Funding Facilities

              	
                3

              
	 	 	 
	
                7

              	
                Supplementary
                  Bond Terms

              	
                3

              
	 	 	 
	
                8

              	
                Manager’s
                  certifications

              	
                3

              
	 	 	 
	
                9

              	
                Disposal
                  of Authorised Investments

              	
                4

              
	 	 	 
	
                10

              	
                Interpretation

              	
                4

              
	 	 	 
	
                11

              	
                Attorney

              	
                4

              
	 	 	 
	
                Annexure
                  A - Portfolio of Mortgages

              	 
	 	 	 
	
                Annexure
                  B - Supplementary Bond Terms Notice: Class A Notes and Class B
                  Notes

              	 
	 	 	 
	
                Annexure
                  C - Supplementary Bond Terms Notice: Liquidity
                  Notes

              	 


      

    

    


     

    
      
        
        

      

      
        page
          i

        
          

        

      

      
        
        

        Securitisation
          Fund Bond Issue Direction - SMHL Global Fund 2007-1

      

       

    

    Date    29
      May 2007

     

    
      

    

    Securitisation
      Fund Bond Issue Direction - 

    SMHL Global Fund
      2007-1 

     

     

    
      	
              To:

            	
              Perpetual
                Limited

            
	 	
              ABN
                86 000 431 827

            
	 	
              (Trustee)

            
	 	 
	
              From:

            	
              ME
                Portfolio Management Limited

            
	 	
              ABN
                79 005 964 134

            
	 	
              (Manager)

            


    

     

      
        

      

    

    
      	
              1

            	
              Proposal
                to issue Notes

            


    

     

    Pursuant
      to clause 7.2 of the trust deed dated 4 July 1994 (as amended from time to
      time)
      establishing the Superannuation Members’ Home Loans Trusts (Master Trust
      Deed),
      the
      Manager hereby proposes and directs in this Securitisation Fund Bond Issue
      Direction (Bond
      Issue Direction)
      that
      the Trustee on 5 June 2007 (or such later date as may be agreed between the
      Trustee and the Manager) (Bond
      Issue Date)
      will
      issue as trustee of the Securitisation Fund known as SMHL Global Fund 2007-1
      (Securitisation
      Fund)
      the
      Notes (being comprised of five Classes) specified below (proposed
      Notes):

     

    
      	 	
              (a)

            	
              The
                name of each Class, total principal amount, denomination, total number
                and
                Subscription Amount of the proposed Notes are as
                follows:

            


    

     

    
      	
              (1) 

            	
              (A) 

            	
              Name
                of Class

            	
              Class A1

            
	 	 	 	 
	 	
              (B) 

            	
              Total
                principal amount

            	
              US$1,200,000,000

            
	 	 	 	 
	 	
              (C) 

            	
              Denomination

            	
              US$100,000
                per Note

            
	 	 	 	 
	 	
              (D) 

            	
              Total
                number

            	
              12,000

            
	 	 	 	 
	 	
              (E) 

            	
              Subscription
                Amount

            	
              US$1,200,000,000

            
	 	 	 	 
	
              (2)

            	
              (A) 

            	
              Name
                of Class

            	
              Class A2

            
	 	 	 	 
	 	
              (B) 

            	
              Total
                principal amount

            	
              €500,000,000

            
	 	 	 	 
	 	
              (C) 

            	
              Denomination

            	
              €100,000
                per Note

            
	 	 	 	 
	 	
              (D) 

            	
              Total
                number

            	
              5000

            
	 	 	 	 
	 	
              (E) 

            	
              Subscription
                Amount

            	
              €500,000,000

            
	 	 	 	 
	
              (3)

            	
              (A) 

            	
              Name
                of Class

            	
              Class A3

            
	 	 	 	 
	 	
              (B) 

            	
              Total
                principal amount

            	
              A$853,000,000

            
	 	 	 	 
	 	
              (C) 

            	
              Denomination

            	
              A$100,000
                per Note

            


    

     

     

    
      
        
        

      

      
        page
          1

        
          

        

      

      
        
        
Securitisation
        Fund Bond Issue Direction - SMHL Global Fund 2007-1

       

       

    

    
      	 	 	 	 
	 	
              (D) 

            	
              Total
                number

            	
              8530

            
	 	 	 	 
	 	
              (E) 

            	
              Subscription
                Amount

            	
              A$853,000,000
                

            
	 	 	 	 
	
              (4)

            	
              (A) 

            	
              Name
                of Class

            	
              Class
                B

            
	 	 	 	 
	 	
              (B) 

            	
              Total
                principal amount

            	
              A$64,000,000

            
	 	 	 	 
	 	
              (C) 

            	
              Denomination

            	
              A$100,000
                per Note

            
	 	 	 	 
	 	
              (D) 

            	
              Total
                number

            	
              640

            
	 	 	 	 
	 	
              (E) 

            	
              Subscription
                Amount

            	
              A$64,000,000

            
	 	 	 	 
	
              (5)

            	
              (A) 

            	
              Name
                of Class

            	
              SMHL
                Global Fund 2007-1 - Liquidity Notes

            
	 	 	 	 
	 	
              (B) 

            	
              Total
                principal amount

            	
              A$8,960,000

            
	 	 	 	 
	 	
              (C) 

            	
              Denomination

            	
              A$1.00
                per Note

            
	 	 	 	 
	 	
              (D) 

            	
              Total
                number

            	
              8,960,000

            
	 	 	 	 
	 	
              (E) 

            	
              Subscription
                Amount

            	
              A$8,960,000

            


    

    

       

      
        	 	
                (b)

              	
                The
                  proposed Notes will not constitute a Class separate from any other
                  Notes
                  previously issued by the Trustee as trustee of the Securitisation
                  Fund but
                  each Class will be a separate Class from each other
                  Class.

              


      

       


    

    
      

    

    
      	
              2

            	
              Portfolio
                of Mortgages to be held by the Trustee for the Securitisation
                Fund

            


    

     

    The
      initial Portfolio of Mortgages to be held by the Trustee as trustee of the
      Securitisation Fund pursuant to clause 7.8(f)(2) of the Master Trust Deed are
      specified in Annexure “A” hereto which currently forms part of the
      Superannuation Members’ Home Loans Warehousing Trust 2004-1 (SMHL
      WT2004-1).

     

      
        

      

    

    
      	
              3

            	
              Proceeds
                of Issue

            


    

     

    
      	 	
              (a)

            	
              For
                the purposes of clause 7.3(a)(6) of the Master Trust Deed and pursuant
                to
                clause 7.8(f)(1) of the Master Trust Deed, the Trustee shall (subject
                to
                clause 3(b)) hold as trustee of SMHL WT2004-1 an amount of the issue
                proceeds of the proposed Notes equal to A$3,200,000,000.78 of the
                aggregate Outstanding Principal Balance of the initial Portfolio
                of Loans
                secured by Mortgages comprised in Assets of the Securitisation
                Fund.

            


    

     

    
      	 	
              (b)

            	
              Pursuant
                to clause 7.10 of the Master Trust Deed, we direct you instead of
                holding
                A$8,960,000 of the issue proceeds referred to in clause 3(a) as trustee
                of
                SMHL WT2004-1, to issue to P.T. Limited (as nominee for you in your
                capacity as trustee of SMHL WT2004-1 Notes to the amount of A$8,960,000
                comprised in the Class referred to in paragraph 1(a)(5) above.
                

            


    

     

    
      
        
          
          

        

        
          page
            2

          
            

          

        

        
          
          
Securitisation
          Fund Bond Issue Direction - SMHL Global Fund 2007-1

      

    

     

      
        

      

    

    
      	
              4

            	
              Security
                Trust Deed, Enhancements and
                Hedges

            


    

     

    For
      the
      purposes of clause 7.3(a)(7) of the Master Trust Deed:

     

    
      	 	
              (a)

            	
              a
                Security Trust Deed and a Payment Funding Facility (including the
                provision and maintenance of a funding portion representing 0.00%
                of the
                initial Outstanding Principal Balance of the Loans secured by Mortgages
                comprised in Assets of the Securitisation Fund) for the Securitisation
                Fund must be put in place prior to the Bond Issue
                Date;

            


    

     

    
      	 	
              (b)

            	
              there
                are no further Enhancements or Hedges which need to be effected prior
                to
                the Bond Issue Date.

            


    

     

    
      
        

      

    

    
      	
              5

            	
              Redraw
                Funding Facilities

            


    

     

    For
      the
      purposes of clause 7.3(a)(8) of the Master Trust Deed it is the intention of
      the
      Manager that the Trustee may enter into one or more “redraw funding facilities”
before, on or after the issue of the Notes. The liabilities of the Trustee
      under
      such facilities are to be secured under the Security Trust Deed.

     

    
      

    

    
      	
              6

            	
              Top-up
                Funding Facilities

            


    

     

    For
      the
      purposes of clause 7.3(a)(8) of the Master Trust Deed it is the intention of
      the
      Manager that the Trustee may enter into one or more “top-up funding facilities”
before, on or after the issue of the Notes. The liabilities of the Trustee
      under
      such facilities are to be secured under the Security Trust Deed.

     

    
      
        

      

    

    
      	
              7

            	
              Supplementary
                Bond Terms

            


    

     

    The
      Supplementary Bond Terms for the proposed Notes are contained in the attached
      duly completed Supplementary Bond Terms Notices in Annexures “B” and
“C”.

     

    
      
        

      

    

    
      	
              8

            	
              Manager’s
                certifications

            


    

     

    For
      the
      purposes of clause 7.7(a) of the Master Trust Deed, but subject to the Master
      Trust Deed, the Manager certifies to the Trustee that:

     

    
      	 	
              (a)

            	
              this
                Bond Issue Direction, and each accompanying Supplementary Bond Terms
                Notice, complies with the Master Trust Deed;
                and

            


    

     

    
      	 	
              (b)

            	
              to
                the best of the Manager’s knowledge, the details of the initial Portfolio
                of Mortgages in Annexure “A” conform with the details in the relevant
                Register in respect of that Portfolio of
                Mortgages.

            


    

     

    
      
        
          
          

        

        
          page
            3

          
            

          

        

        
          
          
Securitisation
          Fund Bond Issue Direction - SMHL Global Fund 2007-1

      

    

     

    
      
        

      

    

    
      	
              9

            	
              Disposal
                of Authorised Investments

            


    

     

    For
      the
      purposes of clause 10.6(b) of the Master Trust Deed, the Manager confirms that
      the disposal of the Portfolio of Mortgages by the Trustee as trustee of SMHL
      WT2004-1 will
      not
      lead to a loss.

     

    
      
        

      

    

    
      	
              10

            	
              Interpretation

            


    

     

    Each
      term
      used in this Bond Issue Direction that is not defined herein has the same
      meaning as in the Master Trust Deed and the attached Supplementary Bond Terms
      Notices.

     

    
      
        

      

    

    
      	
              11

            	
              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:    29
      May
2007

     

    Signed
      by

    ME
      Portfolio Management Limited

    by
      its
      attorney in the

    presence
      of:

     

    
      	
              /s/
                Antonia Leung

            	 	
              /s/
                Timothy D. Barton

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Antonia
                Leung

            	 	
              Timothy
                D. Barton

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

    


    
      
        
        

      

      
        page
          4

        
          

        

      

      
        
        

      

      Securitisation
        Fund Bond Issue Direction - SMHL Global Fund 2007-1


      

        
          

        

      

    

    Annexure
      A - Portfolio of Mortgages

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
Securitisation
          Fund Bond Issue Direction - SMHL Global Fund 2007-1


      

    

     

    
      

    

    Annexure
      B - Supplementary Bond Terms Notice: Class A Notes and Class B
      Notes

     

     

     

     

     

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
Securitisation
          Fund Bond Issue Direction - SMHL Global Fund 2007-1


      

    

     

    
      

    

    Annexure
      C - Supplementary Bond Terms Notice: Liquidity Notes