As filed with the Securities and Exchange Commission on July 28, 2005
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-11
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                         ME PORTFOLIO MANAGEMENT LIMITED
                              (ABN 79 005 964 134)
      (Exact name of registrant as specified in its governing instruments)

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

                                    LEVEL 23
                               360 COLLINS STREET
                               MELBOURNE VIC 3000
                                    AUSTRALIA
                            TELEPHONE: 613 9605 6000
     (Address, including zip code/post code, and telephone number, including
             area code, of registrant's principal executive offices)

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

                                AGENT FOR SERVICE
                              CT CORPORATION SYSTEM
                                111 EIGHTH AVENUE
                                   13TH FLOOR
                            NEW YORK, NEW YORK 10011
                             TELEPHONE: 212-590-9100
       (Name, address, including zip code and telephone number, including
                        area code, of agent for service)

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

        NICHOLAS VAMVAKAS                               WARREN LOUI, ESQ.
 ME PORTFOLIO MANAGEMENT LIMITED                   MAYER, BROWN, ROWE & MAW LLP
  LEVEL 23, 360 COLLINS STREET                   350 S. GRAND AVENUE, 25TH FLOOR
  MELBOURNE VIC 3000, AUSTRALIA                       LOS ANGELES, CA 90071

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME ON OR AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, AS DETERMINED
BY MARKET CONDITIONS.

     IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ] ___

     IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ] ___

     IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(D)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ] ___

     IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434
CHECK THE FOLLOWING BOX. [ ] ___

<TABLE>

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM
             TITLE OF EACH CLASS OF                 AMOUNT TO BE         OFFERING        AGGREGATE OFFERING       AMOUNT OF
           SECURITIES TO BE REGISTERED               REGISTERED*      PRICE PER UNIT           PRICE           REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------

Class A1 Mortgage Backed Floating Rate Notes        $1,000,000.00          100%            $1,000,000.00           $117.70
---------------------------------------------------------------------------------------------------------------------------------
*Estimated for purposes of calculating the registration fee.
</TABLE>

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.



                              CROSS REFERENCE SHEET

<TABLE>

                      Name and Caption in Form S-11                                Caption in Prospectus
                      -----------------------------                                ---------------------

1.   Forepart of Registration Statement and Outside Front      Front Cover of Registration Statement; Outside Front
     Cover Page of Prospectus                                  Cover Page of Prospectus

2.   Inside Front and Outside Back Cover Pages of Prospectus   Inside Front Cover Page of Prospectus; Outside Back
                                                               Cover Page of Prospectus

3.   Summary Information, Risk Factors and Ratio of Earnings   Summary of the Notes; Risk Factors
     to Fixed Charges

4.   Determination of Offering Price                                                     *

5.   Dilution                                                                            *

6.   Selling Security Holders                                                            *

7.   Plan of Distribution                                      Plan of Distribution

8.   Use of Proceeds                                           Use of Proceeds

9.   Selected Financial Data                                                             *

10.  Management's Discussion and Analysis of Financial         Description of the Fund; Description of the Assets
     Condition and Results of Operations                       of the Fund

11.  General Information as to Registrant                      The Issuer Trustee, the Mortgage Manager and the
                                                               Manager

12.  Policy with respect to Certain Activities                 Description of the Class A Notes

13.  Investment Policies of Registrant                         Description of the Transaction Documents

14.  Description of Real Estate                                Description of the Assets of the Fund;
                                                               Superannuation Members' Home Loans Residential Loan
                                                               Program

15.  Operating Data                                                                      *

16.  Tax Treatment of Registrant and Its Security Holders      United States Federal Income Tax Matters, Australian
                                                               Tax Matters

17.  Market Price of and Dividends on the Registrant's                                   *
     Common Equity and Related Stockholder Matters

18.  Description of Registrant's Securities                    Description of the Class A Notes

19.  Legal Proceedings                                                                   *

20.  Security Ownership of Certain Beneficial Owners and       The Issuer Trustee, the Mortgage Manager and the
     Management                                                Manager

21.  Directors and Executive Officers                                                    *

22.  Executive Compensation                                                              *

23.  Certain Relationships and Related Transactions                                      *

24.  Selection, Management and Custody of Registrant's         Description of the Class A Notes; Description of the
     Investments                                               Transaction Documents; Superannuation Members' Home
                                                               Loans Residential Loan Program

25.  Policies with Respect to Certain Transactions             Description of the Class A Notes

26.  Limitations of Liability                                  Description of the Transaction Documents
</TABLE>



<TABLE>


27.  Financial Statements and Information                                                *

28.  Interests of Named Experts and Counsel                                              *

29.  Disclosure of Commission Position on Indemnification      Part II of Registration Statement
     for Securities Act Liabilities

30.  Quantitative and Qualitative Disclosures about Market                               *
     Risk
</TABLE>

     *Not Applicable


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AN MAY BE CHANGED. WE MAY NOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                     SUBJECT TO COMPLETION, DATED [*], 2005

                                     US$[*]
                             SMHL GLOBAL FUND NO. 8

                                   [SMHL LOGO]

              ME PORTFOLIO MANAGEMENT LIMITED (ABN 79 005 964 134)
                                     Manager

              MEMBERS EQUITY BANK PTY LIMITED (ABN 56 070 887 679)
                                Mortgage Manager

            PERPETUAL TRUSTEES AUSTRALIA LIMITED (ABN 86 000 431 827)
              in its capacity as trustee of SMHL Global Fund No. 8
                                 Issuer Trustee

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

     The notes (as defined herein) will be collateralized by a pool of housing
loans secured by properties located in Australia. The SMHL Global Fund No. 8
will be governed by the laws of New South Wales, Australia.

     The notes are not deposits and are not insured or guaranteed by any
governmental agency or instrumentality. The notes represent obligations of the
issuer trustee in its capacity as trustee of the SMHL Global Fund No. 8 only and
do not represent obligations of or interests in, and are not guaranteed by, ME
Portfolio Management Limited, Members Equity Bank Pty Limited or Perpetual
Trustees Australia Limited.

     INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE [24].

<TABLE>

                                                                                        UNDERWRITING
                                 INITIAL              INITIAL            PRICE TO      COMMISSIONS AND      PROCEEDS TO ISSUER
                            PRINCIPAL BALANCE      INTEREST RATE         INVESTORS        DISCOUNTS              TRUSTEE
                            -----------------      -------------         ---------        ---------              -------

Class A1 Notes            $[*]                      LIBOR + [*]%       100.000%             [*]%                   [*]%
Total                     $[*]                                        $[*]                  $[*]                   $[*]
</TABLE>

     Delivery of the Class A1 notes in book-entry form through The Depository
Trust Company, Clearstream, Luxembourg and the Euroclear System will be made on
or about [*] 2005.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.


    DEUTSCHE BANK SECURITIES                SG CORPORATE & INVESTMENT BANKING

                    Joint Lead Managers and Joint Bookrunners

             [*]                                            [*]

                                   Co-Managers

                    The date of this prospectus is [*] 2005.



                                TABLE OF CONTENTS

                                                                            PAGE

Dealer Prospectus Delivery Obligation..........................................1

Disclaimers....................................................................1

Disclaimers with Respect to Sales to Non-U.S. Investors........................3

Summary........................................................................6

         Parties to the Transaction............................................6

Summary of the Notes...........................................................9

         Structural Overview..................................................10

         Credit Enhancements..................................................11

         Liquidity Enhancements...............................................12

         Redraws..............................................................12

         Top-up Loans.........................................................13

         Substitution for Breaches of Housing Loan Representations............14

         Hedging Arrangements.................................................14

         Optional Redemption..................................................14

         The Housing Loan Pool................................................16

         Australian Withholding Tax...........................................17

         U.S. Tax Status......................................................18

         Legal Investment.....................................................18

         ERISA Considerations.................................................18

         Book-Entry Registration..............................................18

         Collections..........................................................18

         Interest on the Notes................................................20

         Principal on the Notes...............................................20

         Allocation of Cash Flows.............................................21

         Distribution of Interest Collections.................................22

         Distribution of Principal Collections and Certain Interest
               Collections....................................................23

Risk Factors..................................................................24

Capitalized Terms.............................................................35

U.S. Dollar and Euro Presentation.............................................35

The Issuer Trustee, the Mortgage Manager and the Manager......................35

         The Issuer Trustee...................................................35

         Directors............................................................36

         Members Equity Bank Pty Limited......................................36

         ME Portfolio Management Limited......................................37

         SMHL Program.........................................................37

Description of the Fund.......................................................38

         Superannuation Members' Home Loans Securitization Trust Program......38

         SMHL Global Fund No. 8...............................................38

         Other Trusts.........................................................39

Description of the Assets of the Fund.........................................39

         Assets of the Fund...................................................39

         The Housing Loans....................................................40

         Representations and Warranties Regarding the Housing Loans...........40

         Breach of Representations and Warranties.............................44

         Substitution of Housing Loans........................................44

         Other Features of the Housing Loans..................................45

         Details of the Housing Loan Pool.....................................46

         Housing Loan Information.............................................47


                                       i


                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE

Superannuation Members' Home Loans Residential Loan Program...................56

         Origination Process..................................................56

         Approval and Underwriting Process....................................56

         Application Verification and Debt Servicing Ability..................57

         Valuation of Mortgages...............................................58

         Settlement Process...................................................59

         Changes to Lending Criteria..........................................60

         SMHL Product Types...................................................60

The Mortgage Insurance Policies...............................................63

         Description of the Mortgage Insurers.................................64

         Period of Cover......................................................65

         Loss Coverage........................................................66

         Exclusions...........................................................68

         Timely Payment Cover.................................................69

         Refusal or Reduction in Claim........................................69

Description of the Class A1 Notes.............................................69

         General..............................................................69

         Form of the Class A1 Notes...........................................70

         Distributions on the Notes...........................................75

         Key Dates and Periods................................................75

         Calculation of Collections...........................................76

         Collections..........................................................76

         Interest Collections.................................................77

         Interest on the Notes................................................80

         Principal Collections................................................81

         Principal Distributions..............................................82

         Redraws..............................................................83

         Top-up Loans.........................................................84

         Application of Realized Losses.......................................85

         Payments into US$ Account............................................86

         Payments out of US$ Account..........................................86

         Payments into (euro) Account.........................................87

         Payments out of (euro) Account.......................................87

         Threshold Rate.......................................................87

         Fixed-Floating Rate Swap Provider....................................88

         The Fixed-Floating Rate Swap.........................................89

         The Currency Swaps...................................................92

         Withholding or Tax Deductions........................................98

         Redemption of the Notes for Taxation or Other Reasons................98

         Redemption of the Notes upon an Event of Default.....................99

         Optional Redemption of the Notes.....................................99

         Final Maturity Date.................................................100

         Final Redemption of the Notes.......................................100

         Termination of the Fund.............................................101

         Prescription........................................................101

         Voting and Consent of Noteholders...................................101

         Reports to Noteholders..............................................102

Description of the Transaction Documents.....................................104

         Trust Accounts......................................................104

         Liquidity Reserve...................................................104

         Amendments to Transaction Documents.................................105


                                      -ii-


                                TABLE OF CONTENTS

                                                                            PAGE

         The Issuer Trustee..................................................107

         The Manager.........................................................111

         The Class A Note Trustee............................................113

         The Security Trust Deed.............................................115

         Meetings of Voting Secured Creditors................................117

         Voting Procedures...................................................118

         The Mortgage Origination and Management Agreement...................123

         Redraw Funding Facility.............................................125

         Top-up Funding Facility.............................................126

         Mortgage Manager Delinquency and Foreclosure Experience.............126

         Payment Funding Facility............................................130

Prepayment and Yield Considerations..........................................132

         General.............................................................132

         Prepayments.........................................................133

         Weighted Average Lives..............................................134

Use of Proceeds..............................................................138

Legal Aspects of the Housing Loans...........................................138

         General.............................................................138

         Nature of Housing Loans as Security.................................138

         Penalties and Prohibited Fees.......................................143

         Bankruptcy and Insolvency...........................................143

         Environmental.......................................................144

         Insolvency Considerations...........................................144

         Tax Treatment of Interest on Australian Housing Loans...............145

         UCCC................................................................145

United States Federal Income Tax Matters.....................................145

         Overview............................................................145

         Original Issue Discount, Indexed Securities, etc. ..................147

         Interest Income on the Class A1 Notes...............................148

         Sale of Notes.......................................................148

         Backup Withholding..................................................150

         Tax Consequences to Non-U.S. Noteholders............................150

Australian Tax Matters.......................................................152

         Payments of Principal, Premiums and Interest........................152

         Profit on Sale......................................................155

         Tax Liability of the Issuer Trustee.................................156

         Goods and Services Tax..............................................156

         Tax Reform Proposals................................................158

         Consolidation.......................................................158

         Other Taxes.........................................................158

Enforcement of Foreign Judgments in Australia................................159

Exchange Controls and Limitations............................................160

ERISA Considerations.........................................................161

Legal Investment Considerations..............................................163

Available Information........................................................163

Ratings of the Notes.........................................................163

Plan of Distribution.........................................................164

         Underwriting........................................................164

         Offering Restrictions...............................................165

         Authorization.......................................................170

                                      -iii-


                                TABLE OF CONTENTS

                                                                            PAGE

         Litigation..........................................................170

         Euroclear and Clearstream, Luxembourg...............................170

Announcement.................................................................170

Legal Matters................................................................171

Glossary.....................................................................G-1




                                      -iv-


                      DEALER PROSPECTUS DELIVERY OBLIGATION

     UNTIL [*] 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS AN UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS
OR SUBSCRIPTIONS.

                                  DISCLAIMERS

     The notes do not represent deposits or other liabilities of either Members
Equity Bank Pty Limited or associates of Members Equity Bank Pty Limited
including ME Portfolio Management Limited or Perpetual Trustees Australia
Limited in any capacity other than in its capacity as trustee of the SMHL Global
Fund No. 8 or associates of Perpetual Trustees Australia Limited including
Perpetual Trustee Company Limited.

     The holding of the notes is subject to investment risk, including possible
delays in repayment and loss of income and principal invested.

     None of Members Equity Bank Pty Limited, any associate of Members Equity
Bank Pty Limited (including ME Portfolio Management Limited), Perpetual Trustees
Australia Limited, any associate of Perpetual Trustees Australia Limited,
Perpetual Trustee Company Limited, The Bank of New York (as Class A note
trustee, Class A note registrar, calculation agent and principal paying agent)
nor any underwriter in any way stands behind the capital value or the
performance of the notes or the assets of the fund or the obligations of ME
Portfolio Management Limited except to the limited extent provided in the
transaction documents for the fund.

     None of Members Equity Bank Pty Limited, in its individual capacity and as
mortgage manager, Perpetual Trustees Australia Limited, in its individual
capacity, as issuer trustee, as liquidity facility provider, as payment funding
facility provider, as redraw funding facility provider, and as top-up funding
facility provider, ME Portfolio Management Limited, as manager, Perpetual
Trustee Company Limited, in its individual capacity and as security trustee, The
Bank of New York, as Class A note trustee, Class A note registrar, calculation
agent and principal paying agent, [*], as fixed-floating rate swap provider, US$
currency swap provider and Euro currency swap provider or any of the
underwriters guarantees the payment of interest or the repayment of principal
due on the notes.

     None of the obligations of Perpetual Trustees Australia Limited, in its
capacity as issuer trustee, or ME Portfolio Management Limited, as manager, are
guaranteed in any way by Members Equity Bank Pty Limited or any associate of
Members Equity Bank Pty Limited (including ME Portfolio Management Limited), or
by Perpetual Trustees Australia Limited or any associate of Perpetual Trustees
Australia Limited (including Perpetual Trustee Company Limited).



     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

     ME Portfolio Management Limited, being responsible for the drafting and the
content of this prospectus, after having made all reasonable inquiries,
confirms, to the best of its knowledge, that this prospectus contains all
information with regard to the notes which is material in the context of this
issue of the notes, that the information contained in this prospectus is true
and accurate in all material respects and is not misleading, that the opinions
and intentions expressed herein are honestly held and that there are no facts
the omission of which would make misleading in any material respect any
statement herein whether fact or opinion. ME Portfolio Management Limited
accepts responsibility accordingly.

     However, ME Portfolio Management Limited has relied upon information
provided to it by Perpetual Trustees Australia Limited in respect of itself and
the Perpetual Trustees Australia group in respect of itself, [*] in respect of
itself, GE Mortgage Insurance Company Pty Limited in respect of itself and all
members of the General Electric Company group, Clearstream, Luxembourg, the
Euroclear System, The Bank of New York in respect of itself and The Bank of New
York group and The Depository Trust Company in respect of themselves and The
Depository Trust Company group and accepts no responsibility for such
information.

     Perpetual Trustees Australia Limited and Perpetual Trustee Company Limited
have not authorized or caused the issue of this prospectus and expressly
disclaim and take no responsibility for it other than the information provided
by them in respect of themselves and the Perpetual Trustees Australia group and
have had no involvement in the preparation of this prospectus other than the
provision of such information.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements made in this prospectus constitute forward-looking
statements. These statements typically contain words such as "believes,"
"estimates," "expects" or similar words indicating that the future outcomes are
uncertain. Because forward-looking statements made in this prospectus involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially include, but are not limited to, those described herein under "Risk
Factors"; the actions of competitors in the mortgage industry; general economic
conditions (especially in Australia); changes in interest rates, unemployment,
the rate of inflation, consumer perceptions of the economy and home values; and
compliance with United States of America ("U.S.") and Australian federal and
state laws, including consumer protections laws, tort laws and, in relation to
the U.S., ERISA, and changes in such laws.

                                       2


             DISCLAIMERS WITH RESPECT TO SALES TO NON-U.S. INVESTORS

     This section applies only to the offering of the notes in countries other
than the United States of America. In the section of this prospectus entitled
"Disclaimers with Respect to Sales to Non-U.S. Investors," references to
Perpetual Trustees Australia Limited are to that company in its capacity as
trustee of the SMHL Global Fund No. 8 only, and not its personal capacity.
Perpetual Trustees Australia Limited is not responsible or liable for this
prospectus in any capacity. ME Portfolio Management Limited is responsible for
this prospectus.

     Other than in the United States of America, no person has taken or will
take any action that would permit a public offer of the notes in any country or
jurisdiction. The notes may be offered non-publicly in other jurisdictions
subject to compliance with all applicable laws. The notes may not be offered or
sold, directly or indirectly, and neither this prospectus nor any form of
application, advertisement or other offering material may be issued, distributed
or published in any country or jurisdiction, unless permitted under all
applicable laws and regulations. The underwriters have represented that all
offers and sales by them have been in compliance, and will comply, with all
applicable restrictions on offers and sales of the Class A1 notes. You should
inform yourself about and observe any of these restrictions. For a description
of further restrictions on offers and sales of the notes, see "Plan of
Distribution."

     This prospectus does not and is not intended to constitute an offer to sell
or a solicitation of any offer to buy any of the notes by or on behalf of
Perpetual Trustees Australia Limited in any jurisdiction in which the offer or
solicitation is not authorized or in which the person making the offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make an offer or solicitation in such jurisdiction.

     None of Members Equity Bank Pty Limited, in its individual capacity and as
mortgage manager, Perpetual Trustees Australia Limited, in its personal
capacity, as issuer trustee, as liquidity facility provider, as payment funding
facility provider, as redraw funding facility provider, and as a top-up funding
facility provider, Perpetual Trustee Company Limited, in its individual capacity
and as security trustee, The Bank of New York, as Class A note trustee,
principal paying agent, calculation agent and Class A note registrar, [*], as
fixed-floating rate swap provider, US$ currency swap provider and Euro currency
swap provider and GE Mortgage Insurance Company Pty Ltd, or the Commonwealth of
Australia, as mortgage insurers, accept any responsibility for any information
contained in this prospectus and have not separately verified the information
contained in this prospectus and make no representation, warranty or
undertaking, express or implied, as to the accuracy or completeness of any
information contained in this prospectus or any other information supplied in
connection with the notes.

     Members Equity Bank Pty Limited, in its individual capacity and as mortgage
manager, Perpetual Trustees Australia Limited, in its personal capacity and as
trustee, ME Portfolio Management Limited, in its individual capacity and as
manager, Perpetual Trustee Company Limited, in its individual capacity and as
security trustee, The Bank of New York, as Class A note trustee, principal
paying agent, calculation agent and Class A note registrar, [*], as
fixed-floating rate swap provider, US$ currency swap provider and Euro currency
swap provider, GE Mortgage Insurance Company Pty Ltd, and the Commonwealth of
Australia, as mortgage insurers, and the underwriters do not recommend that any
person should purchase any of the

                                       3


notes and do not accept any responsibility or make any representation as to the
tax consequences of investing in the notes.

     Each person receiving this prospectus acknowledges that he or she has not
relied on the entities listed in the preceding paragraph nor on any person
affiliated with any of them in connection with his or her investigation of the
accuracy of the information in this prospectus or his or her investment
decisions; acknowledges that this prospectus and any other information supplied
in connection with the notes is not intended to provide the basis of any credit
or other evaluation; acknowledges that the underwriters have expressly not
undertaken to review the financial condition or affairs of the fund or any party
named in the prospectus during the life of the notes; should make his or her own
independent investigation of the fund and the notes; and should seek its own
tax, accounting and legal advice as to the consequences of investing in any of
the notes.

     No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the issue or sale of the notes. If such information or representation is given
or received, it must not be relied upon as having been authorized by Perpetual
Trustees Australia Limited or any of the underwriters.

     Neither the delivery of this prospectus nor any sale made in connection
with this prospectus shall, under any circumstances, create any implication
that:

     o   there has been no material change in the affairs of the fund or any
         party named in this prospectus since the date of this prospectus or the
         date upon which this prospectus has been most recently amended or
         supplemented; or

     o   any other information supplied in connection with the notes is correct
         as of any time subsequent to the date on which it is supplied or, if
         different, the date indicated in the document containing the same.

     Perpetual Trustees Australia Limited's liability to make payments of
interest and principal on the Class A notes is limited to its right of indemnity
from the assets of the fund. All claims against Perpetual Trustees Australia
Limited in relation to the Class A notes may only be satisfied out of the assets
of the fund and are limited in recourse to the assets of the fund.

     None of the rating agencies have been involved in the preparation of this
prospectus.

                    NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE
UNITED KINGDOM TO PERSONS AUTHORIZED TO CARRY ON A REGULATED ACTIVITY UNDER THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE "FSMA") OR TO PERSONS
OTHERWISE HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR TO PERSONS
QUALIFYING AS HIGH NET WORTH PERSONS UNDER ARTICLE 49 OF THAT ORDER.


                                       4


NEITHER THE CLASS A1 NOTES NOR THIS PROSPECTUS ARE AVAILABLE TO OTHER CATEGORIES
OF PERSONS IN THE UNITED KINGDOM AND NO ONE FALLING OUTSIDE SUCH CATEGORIES IS
ENTITLED TO RELY ON, AND THEY MUST NOT ACT ON, ANY INFORMATION IN THIS
PROSPECTUS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UNITED
KINGDOM OTHER THAN THE CATEGORIES STATED ABOVE, OR ANY OTHER PERSON TO WHOM IT
IS OTHERWISE LAWFUL TO COMMUNICATE THIS PROSPECTUS, IS UNAUTHORIZED AND MAY
CONTRAVENE THE FSMA.
















                                       5

                                     SUMMARY

         This summary highlights selected information from this document and
does not contain all of the information that you need to consider in making your
investment decision. This summary contains an overview of some of the concepts
and other information to aid your understanding. All of the information
contained in this summary is qualified by the more detailed explanations in
other parts of this prospectus.

                           PARTIES TO THE TRANSACTION

FUND:............................. SMHL Global Fund No. 8

PROGRAM:.......................... Superannuation Members' Home Loans, known as
                                   "SMHL"

ISSUER TRUSTEE:................... Perpetual Trustees Australia Limited (ABN 86
                                   000 431 827), in its capacity as trustee of
                                   the Fund

MANAGER:.......................... ME Portfolio Management Limited (formerly
                                   known as Superannuation Members' Home Loans
                                   Limited) (ABN 79 005 964 134), known as
                                   "MEPM," Level 23, 360 Collins Street,
                                   Melbourne, Victoria 3000 Australia (613)
                                   9605-6000

CLASS A NOTE TRUSTEE:............. The Bank of New York

SECURITY TRUSTEE:................. Perpetual Trustee Company Limited (ABN 42 000
                                   001 007)

SELLER:........................... Perpetual Trustees Australia Limited, in its
                                   capacity as trustee of Superannuation
                                   Members' Home Loans Warehousing Trust 2004-1,
                                   known as "SMHL Warehousing Trust 2004-1"

MORTGAGE MANAGER:................. Members Equity Bank Pty Limited (formerly
                                   known as Members Equity Pty Limited) (ABN 56
                                   070 887 679), known as "ME"

PRINCIPAL PAYING AGENT:........... The Bank of New York

CLASS A NOTE REGISTRAR:........... The Bank of New York

CALCULATION AGENT:................ The Bank of New York

INCOME BENEFICIARY:............... ME Portfolio Management Limited

LIQUIDITY FACILITY PROVIDER:...... Perpetual Trustees Australia Limited, in its
                                   capacity as trustee of Origination Fund No. 3

PAYMENT FUNDING FACILITY
PROVIDER:......................... Perpetual Trustees Australia Limited, in its
                                   capacity as trustee of Origination Fund No. 3

                                       6



REDRAW FUNDING FACILITY
PROVIDER:......................... Perpetual Trustees Australia Limited, in its
                                   capacity as trustee of Origination Fund No. 3

TOP-UP FUNDING FACILITY
PROVIDER:......................... Perpetual Trustees Australia Limited, in its
                                   capacity as trustee of Origination Fund No. 3

UNDERWRITERS:..................... Deutsche Bank Securities Inc.
                                   SG Americas Securities, LLC
                                   [*]
                                   [*]

MORTGAGE INSURERS:................ Commonwealth of Australia
                                   GE Mortgage Insurance Company Pty Limited
                                   (ABN 60 106 974 305)

FIXED-FLOATING RATE SWAP
PROVIDER:......................... [*]

US$ CURRENCY SWAP PROVIDER:....... [*]

EURO CURRENCY SWAP PROVIDER:...... [*]

RATING AGENCIES:.................. Moody's Investors Service, Inc. (Moody's)
                                   Standard & Poor's (Australia) Pty Limited
                                   (Standard & Poor's)



                                       7


                                                         STRUCTURAL DIAGRAM
                                                         [GRAPHIC OMITTED]

<TABLE>


                                               ---------------------------------------                       --------------------
                                                                SELLER                                         Payment Funding
                                               Perpetual Trustees Australia Limited in                        Facility Provider
                                                   its capacity as trustee of SMHL                            Perpetual Trustees
                                                       Warehousing Trust 2004-1                              Australia Limited in
------------------------                       ---------------------------------------                         its capacity as
        MANAGER                                                   |                                               trustee of
      ME Portfolio                             Payments from the  |      Transfer                              Origination Fund
   Management Limited                            housing loans    |  of housing loans      Reserve fund              No. 3
------------------------                                          |                                          --------------------
                               Manager Fee     ---------------------------------------
------------------------                                    ISSUER TRUSTEE                                   --------------------
        MORTGAGE                                 Perpetual Trustees Australia Limited                          SECURITY TRUSTEE
        MANAGER                                                                           Floating charge      Perpetual Trustee
   Members Equity Pty                                   SMHL Global Fund No. 8            over the assets       Company Limited
        Limited                                ----------------------------------------     of the fund      --------------------
------------------------                                          |
                          Redraw facility advances                |                                         -----------------------
------------------------      and repayments                      |                                           MORTGAGE INSURERS
     REDRAW FUNDING                                               |                         Payments for       Commonwealth of
   FACILITY PROVIDER                                                                    mortgage insurance   Australia and GE
   Perpetual Trustees                                     A$ payments on the                  policies       Mortgage Insurance
Australia Limited in its                                    Class A notes                                    Company Pty Limited
 capacity as trustee of                                                                                     ------------------------
 Origination Fund No. 3                                           |
------------------------                                          |
                                               ----------------------------------------
------------------------                                    CURRENCY SWAP
   LIQUIDITY FACILITY                                         PROVIDERS
        PROVIDER                                                                          Residual income
   Perpetual Trustees                                            [*]                         payments      ------------------------
Australia Limited in its                       ----------------------------------------                       INCOME BENEFICIARY
 capacity as trustee of                                                                                              MEPM
 Origination Fund No. 3    A$ payments under the                  |                       Payments on the  ------------------------
------------------------  fixed-floating rate swap                |                        Class B notes
                                                                  |                                        ------------------------
                                                                  |                                          Class B noteholders
                                                         ----------------------                            ------------------------
------------------------   ------------------------         PRINCIPAL PAYING
     TOP-UP FUNDING             FIXED-FLOATING                   AGENT                                          ---------------
   FACILITY PROVIDER               RATE SWAP              The Bank of New York                                   Class A notes
   Perpetual Trustees              PROVIDERS             ----------------------           Issue of Class A      ---------------
Australia Limited in its                                                                   notes by issuer
 capacity as trustee of                                                                        trustee
 Origination Fund No. 3              [*]            ---------------------------------
------------------------   ------------------------         CLEARING SYSTEMS
                                                      The Depository Trust Company/                           --------------------
                                                    Euroclear/Clearstream, Luxembourg                             NOTE TRUSTEE
                                                    ---------------------------------                               AND NOTE
                                                                                                                  REGISTRAR
                           ------------------------       --------------------                                The Bank of New York
                             Class A2 note owners         Class A1 note owners                                --------------------
                           ------------------------       --------------------


</TABLE>


                                       8


                              SUMMARY OF THE NOTES

         In addition to the Class A1 notes, the issuer trustee will also issue
Class A2 notes and Class B notes collateralized by the same pool of housing
loans. The Class A2 notes and the Class B notes have not been registered in the
United States and are not being offered by this prospectus. The Class A2 notes
and the Class B notes are described in this prospectus solely for the
information of investors in the Class A1 notes. The Class A1 notes and the Class
A2 notes collectively are referred to as the Class A notes. The term "notes"
will mean the Class A notes and the Class B notes when used in this prospectus.

<TABLE>


---------------------- ------------------------------ ------------------------------- --------------------------------
                                 CLASS A1                        CLASS A2                         CLASS B
---------------------- ------------------------------ ------------------------------- --------------------------------

Initial Principal      US$[*]                         (euro)[*]                            A$[*]
   Balance*
---------------------- ------------------------------ ------------------------------- --------------------------------
% of Total:            [*]%*                          [*]%**                          [*]%
---------------------- ------------------------------ ------------------------------- --------------------------------
Anticipated Ratings:
----------------------
   Moody's             Aaa                            Aaa                             Aa2
----------------------
   Standard & Poor's   AAA                            AAA                             AA
---------------------- ------------------------------ ------------------------------- --------------------------------
Interest Rate up to    Three-month LIBOR +  [*]%      Three-month EURIBOR + [*]%      Three-month Australian bank
but excluding the                                                                     bill rate plus a margin
Optional Redemption
Date
---------------------- ------------------------------ ------------------------------- --------------------------------
Interest Rate after    Three-month LIBOR + [*] %      Three-month EURIBOR + [*]%      Three-month Australian bank
and including the                                                                     bill rate plus a margin
Optional Redemption
Date
---------------------- ------------------------------ ------------------------------- --------------------------------
Interest Accrual       actual/360                     actual/360                      actual/365
Method:
---------------------- -----------------------------------------------------------------------------------------------
Payment Dates:         Ninth day or, if the ninth day is not a banking day, then the next banking day of each of
                       March, June, September and December beginning in [*] 2005
---------------------- -----------------------------------------------------------------------------------------------
Final Scheduled        The quarterly payment date      The quarterly payment date      The quarterly payment date
Quarterly Payment      falling in [*].                 falling in [*].                 falling in [*].
Date***
---------------------- ------------------------------- ------------------------------- -------------------------------
Clearance/Settlement:    DTC/Euroclear/Clearstream,        Euroclear/Clearstream,      Offered in Asia, Australia,
                                 Luxembourg                      Luxembourg            the United Kingdom, and
                                                                                       certain European countries to
                                                                                       residents of Asia, Australia,
                                                                                       the United Kingdom or certain
                                                                                       European countries only
---------------------- -----------------------------------------------------------------------------------------------
Closing Cut-Off Date:                                   Close of business, [*], 2005
---------------------- -----------------------------------------------------------------------------------------------
Pricing Date:                                              on or about [*], 2005
---------------------- -----------------------------------------------------------------------------------------------
Closing Date:                                              On or about [*], 2005
---------------------- -----------------------------------------------------------------------------------------------
Legal Final Maturity                                The payment date falling on [*], [*]
Date:
----------------------------------------------------------------------------------------------------------------------
*        At a rate equal to US$[*] = A$1.00.

**       At a rate equal to Euro [*] = A$1.00.

***      Assuming that there are no prepayments on the housing loans, that the
         issuer trustee is not directed to exercise its right of optional
         redemption of the notes and the other modeling assumptions contained in
         "Prepayment and Yield Considerations" occur.

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

</TABLE>

                                       9




STRUCTURAL OVERVIEW

         MEPM established the SMHL Program pursuant to a master trust deed dated
July 4, 1994, as amended and restated, between MEPM and the issuer trustee. The
master trust deed provides the following:

o    the authority for the creation of a number of separate funds, including
     origination funds and securitization funds, and

o    the general terms and structure for a securitization fund or an origination
     fund under the program.

Housing loans originated under the program are initially financed through, and
owned by, the issuer trustee as the trustee of the origination funds. Members
Equity Bank Pty Limited, or its predecessor, has been appointed to act as the
originator and mortgage manager of the housing loans under the program and is
responsible for the origination and management of the portfolio of housing loans
in the origination funds and securitization funds.

         A supplementary bond terms notice issued by MEPM as manager and signed
by the issuer trustee, MEPM, as manager, Perpetual Trustee Company Limited, as
security trustee, and The Bank of New York, as note trustee will set out the
specific details of the SMHL Global Fund No. 8 and the notes, which may vary
from the terms set forth in the master trust deed. Each fund under the program
is a separate transaction with a separate fund. The assets of the SMHL Global
Fund No. 8 will not be available to pay the obligations of any other fund, and
the assets of other funds will not be available to pay the obligations of the
SMHL Global Fund No. 8. See "Description of the Fund."

         The SMHL Global Fund No. 8 involves the securitization of housing loans
originated and managed by Members Equity Bank Pty Limited or its predecessors,
and initially financed through and owned by Perpetual Trustees Australia Limited
in its capacity as trustee of Origination Fund No. 3 and secured by mortgages
over residential property located in Australia. The housing loans are fully
amortizing principal and interest obligations of borrowers and are secured by
mortgages over residential property located in Australia. All of the housing
loans are registered in the name of Perpetual Trustees Australia Limited. The
housing loans which will form the assets of the SMHL Global Fund No. 8 are
currently assets of SMHL Warehousing Trust 2004-1. On the issue of the notes the
housing loans which are to form assets of the SMHL Global Fund No. 8 will cease
to be assets of SMHL Warehousing Trust 2004-1 and shall become assets of the
SMHL Global Fund No. 8, with the proceeds of the issue of the notes being used
to fund the acquisition of the housing loans from SMHL Warehousing Trust 2004-1.

         The issuer trustee will grant a floating charge over all of the assets
of the fund under the security trust deed in favor of Perpetual Trustee Company
Limited, as security trustee, to secure the fund's payment obligations to the
noteholders and other creditors of the issuer trustee. The floating charge is a
first ranking charge over the assets of the fund subject only to a prior
interest in favor of the issuer trustee to secure payment of certain expenses of
the fund. A floating charge is a security interest on a class of assets, but
does not attach to specific assets unless or until it crystalizes, which means
it becomes a fixed charge. The charge may crystalize if an event of default
occurs under the security trust deed. While the charge is a floating charge, the
issuer trustee may deal with the assets of the fund in accordance with the
transaction documents and, if it acts contrary to its duties, may be able to
deal with the assets of the


                                       10


fund in such a way as to prejudice the security trustee's interest in the assets
in breach of the transaction documents. Once the floating charge crystalizes,
the issuer trustee will no longer be able to dispose of or create interests in
the assets of the fund without the consent of the security trustee. For a
description of floating charges and crystalization see "The Security Trust
Deed--Nature of the Charge".

         Payments of interest and principal on the notes will come only from the
housing loans and other authorized assets of the fund, as described below under
"Description of the Assets of the Fund." The assets of the parties to the
transaction are not available to meet the payments of interest and principal on
the notes. If there are losses on the housing loans, the fund may not have
sufficient assets to repay the notes.

CREDIT ENHANCEMENTS

         Payments of interest and principal on the Class A notes will be
supported by the following forms of credit enhancement:

SUBORDINATION AND ALLOCATION OF LOSSES

         The Class B notes will always be subordinated to the Class A1 notes and
the Class A2 notes in their right to receive interest and principal payments.
The Class B notes will bear all losses on the housing loans before the Class A1
notes and the Class A2 notes. Any losses allocated to the Class A notes will be
allocated pro rata between the Class A1 notes and the Class A2 notes. The
support provided by the Class B notes is intended to enhance the likelihood that
the Class A1 notes and the Class A2 notes will receive expected quarterly
payments of interest and principal. The following chart describes the initial
support provided by the Class B notes:

                                    MINIMUM
                                    INITIAL
                       CREDIT       SUPPORT
        CLASS(ES)     SUPPORT     PERCENTAGE
        ---------     -------     ----------
        A1 and A2        B           [*]%

         The initial support percentage in the preceding table is the minimum
required initial balance of the Class B notes, as a percentage of the housing
loan pool balance as of the closing cut-off date.

MORTGAGE INSURANCE POLICIES

         Three separate insurance policies will cover most principal and
interest payments and liquidation proceeds on the housing loans, as is more
fully described under "The Mortgage Insurance Policies" in this prospectus. One
policy is with the Commonwealth of Australia, and the other two policies are
with GE Mortgage Insurance Company Pty Limited. The mortgage insurance policies
will provide the following coverage:

o    full coverage for all principal due on each of the housing loans, and

o    timely payment of principal and interest on the housing loans for an
     aggregate of 12 regular installment payments, if not received within 14
     days after the due date of such payment (not including amounts which have
     subsequently been reimbursed to the mortgage insurer following receipt by
     the issuer trustee of all or part of a repayment installment in respect of
     a claim which has been made).


                                       11


     EXCESS INTEREST COLLECTIONS

         Any interest collections on the housing loans remaining after payments
of interest on the notes and the fund's expenses will be available to cover any
losses on the housing loans that are not covered by the mortgage insurance
policies.

LIQUIDITY ENHANCEMENTS

         To cover possible liquidity shortfalls in the payment obligations of
the fund, the issuer trustee will have the following forms of liquidity
enhancements:

LIQUIDITY RESERVE

         At the closing date, A$[*] representing [*]% of the initial aggregate
Outstanding Principal Balance of the housing loans, will be deposited into a
cash collateral account. Thereafter, a minimum required level equal to [*]% of
the aggregate Outstanding Principal Balance of the housing loans, subject to a
minimum of [*]% of the aggregate initial Outstanding Principal Balance of all of
the notes, will be maintained in the cash collateral account. The issuer trustee
will issue liquidity notes to the liquidity noteholders having an initial face
value equal to the initial cash collateral account deposit on the terms set out
in a supplementary bond terms notice for liquidity notes. The issuer trustee
will use the money in the cash collateral account to cover taxes, expenses,
issuer trustee's fees, interest due under any redraw funding facility or top-up
funding facility and payments of interest on the notes if on any payment date
there is a shortfall in interest collections. The cash collateral account will
be replenished on future payment dates to the required level. The liquidity
notes may be repaid from principal collections, but only to the extent that the
aggregate Outstanding Principal Balance of all of the notes is zero or will be
reduced to zero following any payments made on the relevant payment date.
Further, after making all required payments on a payment date, the issuer
trustee must (at the direction of the manager) apply any surplus cash collateral
towards payments to the liquidity noteholders in accordance with the
supplementary bond terms notice relating to the liquidity note.

PAYMENT FUNDING FACILITY

         The payment funding facility is available to provide additional
liquidity enhancement to the fund, to support or fund payment in respect of
break costs payable under any future fixed-floating rate swap in circumstances
where mortgages are prepaid (including upon default) prior to the fixed rate
maturity date. If the issuer trustee enters into a future fixed-floating rate
swap, the manager may direct the issuer trustee to increase the amount of
principal under the payment funding facility, through the issuance of a note by
the issuer trustee to the payment funding facility provider, to cover such break
costs payable under a future fixed-floating rate swap. In addition, in order to
maintain the assigned rating by each rating agency of the Class A notes or Class
B notes and to comply with the provisions relating to the threshold rate
detailed under the caption "Description of the Class A1 Notes--Threshold Rate,"
the manager may direct the issuer trustee to increase the amount of the
principal outstanding under the payment funding facility, through the issuance
of payment funding facility notes, to cover threshold rate shortfalls under the
terms of the supplementary bond terms notice.

REDRAWS

         Under the terms of each variable rate housing loan, a borrower may, at
the


                                       12


discretion of the mortgage manager, in accordance with guidelines agreed with
the mortgage insurer, redraw previously prepaid principal. A borrower may
redraw, at the discretion of the mortgage manager, an amount equal to the
difference between the scheduled principal balance, being its principal balance
if no amount had been prepaid and all scheduled payments had been made, of his
or her loan and the current principal balance of the loan. The issuer trustee
may fund any redraws it advances to borrowers from collections which represent
prepayments of principal on the housing loans or, if not available, by drawings
under redraw funding facilities. If the issuer trustee funds a redraw from
collections which represent prepayments of principal, either directly or to
repay a previous draw on a redraw funding facility, the fund will have less
funds available to pay principal to the noteholders on the next payment date,
but will have a correspondingly greater amount of assets with which to make
future payments because the Outstanding Principal Balance on the housing loans
will increase by the amount of the redraws. The amount that the issuer trustee
may advance to a borrower in respect of a particular housing loan from time to
time is limited to approximately the amount of principal that has been prepaid
on that loan at that time. See "Superannuation Members' Home Loans Residential
Loan Program". Additionally, the issuer trustee, at the election and direction
of the manager, will enter into one or more redraw funding facilities with one
or more redraw funding facility providers, which will be available to fund
requested redraws which have been approved by the manager. See "Description of
the Class A1 Notes--Redraws". Principal collections are expected to be applied
on each payment date to repay outstanding balances under any redraw funding
facilities.

TOP-UP LOANS

         Under the terms of each variable rate housing loan, a borrower may,
subject to the mortgage manager's loan approval process, top-up his or her loan.
A top-up loan is a housing loan in respect of which there has been more than one
housing loan advance. Each top-up request is treated as a new loan by the
mortgage manager where it does not meet the "Short Form" assessment criteria
described in the section entitled "Superannuation Members' Home Loans
Residential Loan Program--Application and Debt Servicing Ability--Top-up loans /
existing borrowers" . A borrower may top-up his or her loan only in those cases
in which (i) the value of the property securing the loan is sufficient to secure
the existing Outstanding Principal Balance of that loan plus the additional
top-up loan and (ii) if after such top-up loan certain LTV requirements and
valuation requirements as set out in the section entitled "Description of the
Class A1 Notes--Top-up Loans" are met. The issuer trustee may fund any top-up
loans to borrowers from collections which represent repayments or prepayments of
principal on the housing loans or, if not available, from drawings under a
top-up funding facility at the discretion of the manager. Alternatively, if the
fund is unable to make a top-up loan because of a failure to meet certain
requirements referred to herein, Origination Fund No. 3 may repurchase the
housing loan from the fund, at its Outstanding Principal Balance, plus accrued
and unpaid interest, and provide the top-up loan separately to the applicable
borrower. If the issuer trustee funds a top-up loan from collections which
represent repayments or prepayments of principal, the fund will have less funds
available to pay principal to the noteholders on the next payment date, but will
have a correspondingly greater amount of assets with which to make future
payments because the Outstanding Principal Balance on the housing loans will
increase by the amount of the top-up loan. If Origination Fund No. 3 repurchases
such housing loans from the housing loan pool, the fund will have more funds
available to pay principal to the noteholders on the next payment date, but will
have a correspondingly smaller amount of assets with which to make future
payments because the Outstanding Principal



                                       13


Balance on the housing loans will decrease by the Outstanding Principal Balance
of such repurchased housing loan. Additionally, the issuer trustee, at the
election and direction of the manager, will enter into one or more top-up
funding facilities, which will fund requested top-up loans which have been
approved by the manager. Top-up funding facilities must also be in the form
approved by the rating agencies. See "Description of the Class A1 Notes--Top-up
Loans". Principal collections are expected to be applied on each payment date to
repay outstanding balances under any top-up funding facilities.

SUBSTITUTION FOR BREACHES OF HOUSING LOAN REPRESENTATIONS

         At the direction of the manager, the issuer trustee must use the
proceeds from the repurchase of a housing loan by the mortgage manager because
of a breach of a representation or warranty within 120 days after the giving of
the bond issue confirmation certificate to purchase a substitute housing loan
for inclusion in the assets of the fund, if available.

HEDGING ARRANGEMENTS

         To hedge its interest rate and currency exposures, the issuer trustee
will enter into the following hedge arrangements:

o    a fixed-floating rate swap to hedge the basis risk between the interest
     rate on the housing loans which accrue interest at a fixed rate of interest
     and the floating rate obligations of the fund; and

o    a currency swap to hedge the currency risk between, on one hand, the
     collections on the housing loans and the amounts received by the issuer
     trustee under the fixed-floating rate swap, which are denominated in
     Australian dollars, and, on the other hand, the obligation of the fund to
     pay interest and principal on the Class A1 notes, which are denominated in
     U.S. dollars, together with the basis risk between, on the one hand,
     amounts in respect of interest received under housing loans which have a
     floating rate and interest calculated under the fixed-floating rate swap by
     reference to the Australian bank bill rate and, on the other hand, amounts
     in respect of interest calculated under the Class A1 notes by reference to
     LIBOR; and

o    a currency swap to hedge the currency risk between, on one hand, the
     collections on the housing loans and the amounts received by the issuer
     trustee under the fixed-floating rate swap, which are denominated in
     Australian dollars, and, on the other hand, the obligation of the fund to
     pay interest and principal on the Class A2 notes, which are denominated in
     Euros, together with the basis risk between, on the one hand, amounts in
     respect of interest received under housing loans which have a floating rate
     and interest calculated under the fixed-floating rate swap by reference to
     the Australian bank bill rate and, on the other hand, amounts in respect of
     interest calculated under the Class A2 notes by reference to EURIBOR.


                                       14


OPTIONAL REDEMPTION

         The issuer trustee will, if the manager directs it to do so, redeem all
of the notes on any payment date falling on or after the earlier of:

o    the payment date falling in [*]; and

o    the payment date on which the total Outstanding Principal Balance of the
     notes, as reduced by principal losses allocated against the notes, and by
     principal payments of the notes calculated and expressed in the A$
     Equivalent, is equal to or less than 10% of the total initial Outstanding
     Principal Balance of the notes.

If the issuer trustee redeems the notes, the noteholders will receive a payment
equal to the Outstanding Principal Balance of the notes plus accrued interest,
provided that if the aggregate Outstanding Principal Balance of the Class A
notes has been reduced by losses allocated against the Class A notes which have
not been reinstated, the Class A noteholders owning 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. See "Description of
the Class A1 Notes--Optional Redemption of the Notes".


                                       15


                              THE HOUSING LOAN POOL

         The housing loan pool will consist of (i) fixed rate housing loans
which are required to convert to a variable rate or a new fixed rate within a
period of one, three or five years, (ii) variable rate housing loans and (iii)
interest only housing loans which are required to convert to a principal and
interest housing loan within a period of five years. All of the housing loans
are secured by mortgages on owner occupied and non-owner occupied residential
properties. The housing loans will have original terms to stated maturity of no
more than 30 years. The pool of housing loans has the following characteristics:

                    SELECTED HOUSING LOAN POOL DATA AS OF THE
                         CLOSE OF BUSINESS ON [*], 2005

Number of Housing Loans............................................    [*]
Housing Loan Pool Size.............................................    A$[*]
Average Housing Loan Balance.......................................    A$[*]
Maximum Housing Loan Balance.......................................    A$[*]
Total Valuation of the Properties..................................    A$[*]
Maximum Remaining Term to Maturity in Months.......................    [*]
Weighted Average Remaining Term to Maturity in Months..............    [*]
Weighted Average Seasoning in Months...............................    [*]
Weighted Average Original Loan-to-Value Ratio......................    [*]%
Weighted Average Current Loan-to-Value Ratio.......................    [*]%
Average Current Loan-to-Value Ratio................................    [*]%
Maximum Current Loan-to-Value Ratio................................    [*]%

         The original loan-to-value ratio of a housing loan is calculated by
comparing the initial principal amount of the housing loan to the most recent
valuation of the property that is securing the loan at the time the loan is
entered into. Thus, if collateral has been released from the mortgage securing
the housing loan or if the property securing the housing loan has been revalued,
the original loan-to-value ratio may not reflect the actual loan-to-value ratio
at the origination of that housing loan.

         Collateral may be released from the mortgage securing the housing loan
only when there is more than one security property being held as collateral.
Where there is more than one security property held as collateral, the request
to release another property can only be approved if the remaining security
property held as collateral provides sufficient collateral such that the actual
loan to value ratio is less than or equal to 90%.

         Collateral may also be released from the mortgage securing the housing
loan if a substitute property is made subject to a mortgage to secure the
housing loan so long as the actual loan-to-value ratio is less than or equal to
90%.

                                       16


         The average current loan-to-value ratio is calculated as the sum of
each housing loan's current loan-to-value ratio divided by the number of housing
loans. Split loans, which represent two or more loans against a single property
or set of properties, may alter the result of the calculation than if it were
considered a single loan. The manager does not believe that the impact is
material.

         Before the issuance of the notes, housing loans may be added to or
removed from the housing loan pool. New housing loans may also be substituted
for housing loans that are removed from the housing loan pool. This addition,
removal or substitution of housing loans may result in changes in the housing
loan pool characteristics shown in the preceding table and could affect the
weighted average lives and yields of the notes. The manager will not add, remove
or substitute any housing loans prior to the closing date if this would result
in a change of more than 5% in any of the characteristics of the pool of housing
loans described in the table above, unless a revised prospectus is delivered to
prospective investors.

AUSTRALIAN WITHHOLDING TAX

         Payments of principal and interest on the Class A notes will be reduced
by any applicable withholding taxes assessed against the fund. The issuer
trustee is not obligated to pay any additional amounts to the Class A
noteholders to cover any withholding taxes. Under present law, the Class A notes
will not be subject to Australian withholding tax if they are issued in
accordance with certain prescribed conditions and they are not held by certain
associates of the issuer trustee. The issuer trustee will seek to issue the
Class A notes in a manner which will satisfy the conditions for an exemption
from Australian withholding tax. One of these conditions is that the issuer
trustee must not know or have reasonable grounds to suspect that a Class A note,
or an interest in a Class A note, was being, or would later be, acquired
directly or indirectly by certain associates of the issuer trustee. Accordingly,
persons who fall within this category of associate of the issuer trustee should
not acquire Class A notes. See "Australian Tax Matters" for a more detailed
discussion.

         In accordance with usual practice, pursuant to an underwriting
agreement and a subscription agreement, the underwriters represent and agree not
to sell any Class A notes to persons (i.e., certain associates of the issuer
trustee) that would cause the public offer test under section 128F of the Income
Tax Assessment Act 1936 (Cth) not to be met.

         If the issuer trustee will be required to withhold or deduct amounts
from payment of principal or interest to any class of noteholders, the currency
swap provider, the payment funding facility, the top-up funding facility or the
redraw funding facility due to taxes, duties, assessment or governmental
charges, the manager may, at its sole option, direct the issuer trustee to
redeem all of the notes. If the issuer trustee redeems the Class A notes, it
must discharge all of its liabilities in respect of the notes (at their
Outstanding Principal Balance) unless the noteholders, by Extraordinary
Resolution, elect that they do not want the issuer trustee to redeem the notes.
See "Description of the Class A1 Notes--Redemption of the Notes for Taxation or
Other Reasons."


                                       17


U.S. TAX STATUS

         In the opinion of Mayer, Brown, Rowe & Maw LLP, special U.S. tax
counsel for the manager, the Class A1 notes will be characterized as debt for
U.S. federal income tax purposes. Each Class A1 noteholder, by acceptance of a
Class A1 note, agrees to treat the notes as indebtedness. See "United States
Federal Income Tax Matters".

LEGAL INVESTMENT

         The Class A1 notes will not constitute "mortgage-related securities"
for the purposes of the Secondary Mortgage Market Enhancement Act of 1984. No
representation is made as to whether the notes constitute legal investments
under any applicable statute, law, rule, regulation or order for any entity
whose investment activities are subject to investment laws and regulations or to
review by regulatory authorities. You are urged to consult with your own legal
advisors concerning the status of the Class A1 notes as legal investments for
you. See "Legal Investment Considerations".

ERISA CONSIDERATIONS

         In general, subject to the considerations discussed below in "ERISA
Considerations," the Class A1 notes will be eligible for purchase by retirement
plans subject to the U.S. Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Investors should consult their counsel with respect to the
consequences under ERISA and Section 4975 of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), of a plan's acquisition and ownership of the
notes.

BOOK-ENTRY REGISTRATION

         Book-Entry Registration persons acquiring beneficial ownership
interests in the Class A1 notes will hold their Class A1 notes through the
Depository Trust Company in the United States or Clearstream, Luxembourg or
Euroclear outside of the United States. Transfers within the Depository Trust
Company, Clearstream, Luxembourg or Euroclear will be in accordance with the
usual rules and operating procedures of the relevant system. Crossmarket
transfers between persons holding directly or indirectly through the Depository
Trust Company, on the one hand, and persons holding directly or indirectly
through Clearstream, Luxembourg or Euroclear, on the other hand, will take place
in the Depository Trust Company through the relevant depositories of
Clearstream, Luxembourg or Euroclear.

COLLECTIONS

         The issuer trustee will receive or apply for each Calculation Period
amounts, which are known as collections. COLLECTIONS for a Calculation Period
means:

         o    the aggregate of all amounts received by the issuer trustee or
              applied towards Collections in respect of the fund during that
              Calculation Period. This will include:

              o    payments of interest, principal, fees and other amounts under
                   the housing loans;


                                       18


              o    proceeds from the enforcement of the housing loans;

              o    amounts received under the relevant mortgage insurance
                   policies;

              o    amounts recovered from losses on housing loans not previously
                   received;

              o    amounts received from the mortgage manager for breaches of
                   representations or undertakings which have not been
                   designated by the manager as Suspended Moneys; and

              o    any interest income received during that Calculation Period
                   in respect of Authorized Investments not being funds credited
                   to the cash collateral account or received under the payment
                   funding facility;

              o    any amounts applied from the payment funding facility;

              o    any amounts applied from the cash collateral account;

         o    any amounts received on termination of a fixed-floating rate swap
              or a currency swap following default by a counterparty thereunder;
              and

         o    amounts, if any, held as collateral against default under a
              fixed-floating rate swap or a currency swap following a default by
              the swap providers thereunder.

BUT DOES NOT INCLUDE:

         o    any interest income received during that Calculation Period in
              respect of funds credited to the cash collateral account;

         o    any amounts received during that Calculation Period that the
              issuer trustee is obligated to pay to a mortgage insurer under a
              mortgage insurance policy;

         o    any amounts received during that Calculation Period under any
              redraw funding facility or top-up funding facility;

         o    any amounts received during that Calculation Period under any
              payment funding facility;

         o    to the extent that a fixed-floating rate swap provider has not
              defaulted under the fixed-floating rate swap, any amounts provided
              to the issuer trustee during that Calculation Period as a
              consequence of a downgrade or withdrawal of the rating of the
              fixed-floating rate swap provider by a designated rating agency,
              as collateral against default by the fixed-floating rate swap
              provider under the fixed-floating rate swap;

         o    to the extent that a currency swap provider has not defaulted
              under the relevant currency swap, any amounts provided to the
              issuer trustee during that Calculation Period as a consequence of
              a downgrade or withdrawal of the rating of that currency



                                       19


              swap provider by a designated rating agency, as collateral against
              default by that currency swap provider under the relevant currency
              swap; and

         o    any amounts received by the issuer trustee during that Calculation
              Period that have been designated by the manager as Suspended
              Moneys.

         Collections will be allocated between interest and principal.
Collections attributable to interest, which generally include all collections on
the housing loans other than repayments of principal, are known as interest
collections. The Collections attributable to principal, which are limited to
repayments of principal on the housing loans, are known as principal
collections.

         Interest collections are normally used to pay fees, expenses and
interest on the notes. Any excess interest collections will be applied to
reimburse losses on the housing loans and the amounts so utilized will be used
together with principal collections. Principal collections are normally used to
pay principal on the notes or to fund redraws or top-up loans. However, if there
are not enough interest collections to pay fees, expenses and interest on the
notes, principal collections will be used to pay unpaid fees, expenses and
interest on the notes. Any remaining excess will be distributed to the income
beneficiary.

INTEREST ON THE NOTES

         Interest on the notes is payable quarterly in arrears on each payment
date. The issuer trustee will pay interest to the Class A1 notes by making
payments to the US$ currency swap provider in A$ which in turn will pay interest
on the Class A1 notes in US$. The issuer trustee will pay interest to the Class
A2 notes by making payments to the Euro currency swap provider in A$ which in
turn will pay interest on the Class A2 notes in Euros. Interest will be paid pro
rata between the Class A1 notes and the Class A2 notes. Interest will be paid on
the Class B notes only after the payments of interest on the Class A1 notes and
Class A2 notes are made. Interest on each class of notes is calculated for each
Interest Period as follows:

         o    on a daily basis at the note's interest rate;

         o    on the Invested Amount of that note at the beginning of that
              Interest Period and after giving effect to any payment of
              principal made with respect to such note on such day; and

         o    on the basis of the actual number of days in that Interest Period
              and a year of 360 days for the Class A1 notes and the Class A2
              notes, or 365 days for the Class B notes.

PRINCIPAL ON THE NOTES

         Principal on the notes will be payable on each payment date. Principal
will be paid sequentially on each class of notes. Thus, principal will be paid
to the currency swap providers which in turn will pay principal pari passu and
rateably between each of the Class A notes. The Class B notes will not receive
any principal payments on a payment date until all principal payments payable to
the Class A notes have been paid in full. On each payment date, the Invested
Amount and the Outstanding Principal Balance of each note will be reduced by the
amount of the principal payment made on that date on that note. The Outstanding
Principal


                                       20


Balance of each note will also be reduced by the amount of principal losses on
the housing loans allocated to that note. If the security trust deed is enforced
after an event of default, the proceeds from the enforcement will be distributed
(after the priority entitlements, see "Description of the Transaction
Documents--Security Trust Deed") rateably among all of the Class A notes, prior
to any distributions to the Class B notes.

ALLOCATION OF CASH FLOWS
         On each payment date, the issuer trustee will pay interest and repay
principal to each noteholder (to the extent that it has not already done so in
accordance with the order of priorities summarized in the charts on the next two
pages) out of collections received for those payments on that payment date
available to be applied for these purposes. The charts on the next two pages
summarize the flow of payments.


                                       21


                      DISTRIBUTION OF INTEREST COLLECTIONS


--------------------------------------------------------------------------------
 Pay or make allowance for taxes of the fund, if any.
--------------------------------------------------------------------------------
                                        |
--------------------------------------------------------------------------------
 Pay, pari passu and rateably, or make allowance for the issuer trustee's fee,
 manager's fee and expenses of the fund (other than break costs payable under
 the fixed-floating rate swap to the extent not otherwise paid).
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Pay any amounts that would have been payable under the following box on any
 prior payment date if there would have been sufficient funds to do so, which
 have not been paid by the issuer trustee together with accrued interest thereon
 at the interest rate applicable to the related note.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Pay, pari passu and rateably, any interest due under any redraw funding
 facility and any top-up funding facility, and pay the currency swap providers
 the applicable A$ Class A Interest Amount payable under the confirmations for
 that payment date, which is thereafter to be applied to payments of interest on
 the Class A1 notes and Class A2 notes.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Pay any amounts that would have been payable under the following box on any
 prior payment date if there would have been sufficient funds to do so, which
 have not been paid by the issuer trustee with accrued interest thereon at the
 interest rate applicable to the related note.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Pay, pari passu and rateably, the Class B noteholders interest due on the Class
 B notes on that payment date.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Credit the cash collateral account the amount (if any) by which the Required
 Cash Collateral exceeds the amount of funds on deposit in the cash collateral
 account.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Reimburse any amounts previously paid pursuant to the first through fourth
 clauses of the Principal Collections Waterfall (to the extent not already
 reimbursed).
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Pay any break costs payable on cancellation of the fixed-floating rate swap to
 the extent that those amounts are not recovered under the relevant housing loan
 or a drawing has not been made under any payment funding facility.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Pay, pari passu and rateably:
 o   the liquidity noteholder the interest payable in respect of the liquidity
     notes;
 o   and interest in respect of any payment funding facility.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 The amount of any Class A Charge Offs, Redraw Charge Offs and Top-up Charge
 Offs to be applied in and towards reinstatement in the books of the Fund, pari
 passu and rateably, to Class A Charge Offs, Redraw Charge Offs and Top-up
 Charge Offs for that Calculation Period. This amount will then be applied and
 paid pursuant to the Principal Collections Waterfall.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 The amount of any Carry Over Redraw Charge Offs, any Carryover Top-up Charge
 Offs and the A$ Equivalent of the Carry Over Class A Charge Offs allocated to
 the Class A notes, as the case may be, applied in and towards reinstatement in
 the books of the Fund, pari passu and rateably (based on the Carry Over Redraw
 Charge Offs, the Top-up Carryover Charge Offs and the A$ Equivalent of the
 Carry Over Class A Charge Offs allocated to the Class A notes, as the case may
 be):
 o   the A$ Equivalent of any Carry Over Class A Charge Offs;
 o   any Carry Over Top-up Charge Offs; and
 o   any Carry Over Redraw Charge Offs.
This amount will then be applied and paid pursuant to the Principal Collections
Waterfall.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 The amount of any Class B Charge Offs and any Carry Over Class B Charge Offs to
 be applied in and towards reinstatement in the books of the Fund, of and in the
 following order:
 o  any Class B Charge Offs for that Calculation Period; and
 o  pari passu and rateably, the Invested Amount of the Class B notes to the
    extent of any Carry Over Class B Charge Offs.
This amount will then be applied and paid pursuant to the Principal Collections
Waterfall.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Repay, pari passu and rateably, to the extent not otherwise paid on such
 payment date under the Principal Collections Waterfall:
 o  any principal due and payable under any redraw funding facility;
 o  any principal due and payable under any top-up funding facility; and
 o  any principal due and payable under any payment funding facility.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Distribute any remaining amounts to the income beneficiary of the fund.
--------------------------------------------------------------------------------


                                       22



     DISTRIBUTION OF PRINCIPAL COLLECTIONS AND CERTAIN INTEREST COLLECTIONS


--------------------------------------------------------------------------------
Pay, to the extent not otherwise paid, or make allowance for taxes of the fund,
if any.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Pay, pari passu and rateably, to the extent not otherwise paid, or make
allowance for the issuer trustee's fee, the manager's fee and expenses of the
fund (other than break costs payable under the fixed-floating rate swap to the
extent not otherwise paid).
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Pay, to the extent not otherwise paid, certain interest amounts payable in
respect of the Class A notes and Class B notes and in the priority under the
Interest Collections Waterfall on that payment date.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
 Pay, pari passu and rateably, Redraw Principal Outstanding under any redraw
 funding facility and Top-up Principal Outstanding under any top-up funding
 facility, if any.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Pay manager, pari passu and rateably, approved payments under any loan redraw
facility and any top-up loan.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Pay, pari passu and rateably, the currency swap provider under the confirmations
relating to the Class A notes, until the Outstanding Principal Balance of the
Class A notes is reduced to zero, an amount equal to the lesser of:
o   the remaining amount available for distribution; and
o   the A$ Equivalent of Outstanding Principal Balance of all Class A notes.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Pay the Class B noteholders, pari passu and rateably, until the Outstanding
Principal Balance of the Class B notes is reduced to zero, an amount equal to
the lesser of:
o   the remaining amount available for distribution; and
o   the Outstanding Principal Balance of all Class B notes.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Pay, pari passu and rateably (based on the Carry Over Redraw Charge Offs, the
Carryover Top-up Charge Offs and the A$ Equivalent of the Carry Over Class A
Charge Offs allocated to the Class A notes, as the case may be):
o    the currency swap providers the A$ Equivalent of any Carry Over Class A
     Charge Offs;
o    in and toward repaying the Top-up Principal Outstanding of each top-up
     funding facility to the extent of any Carry Over Top-up Charge
     Offs; and
o    in and toward repaying the Redraw Principal Outstanding of each redraw
     funding facility to the extent of any Carry Over Redraw Charge Offs.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Repay the Invested Amount of the Class B notes to the extent of any Carry Over
Class B Charge Offs.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Pay, to the extent not otherwise paid, any break costs payable on cancellation
of the fixed-floating rate swap to the extent that those amounts are not
recovered under the relevant housing loan or a drawing has not been made under
any payment funding facility.
--------------------------------------------------------------------------------
                                       |
--------------------------------------------------------------------------------
Pay, pari passu and rateably, in and toward payment to the liquidity noteholder
the principal amount outstanding in respect of the liquidity notes and in or
toward repayment of any principal in respect of any payment funding facility.
--------------------------------------------------------------------------------




                                       23


                                  RISK FACTORS

         The Class A1 notes are complex securities issued by a foreign entity
and secured by property located in a foreign jurisdiction. You should consider
the following risk factors in deciding whether to purchase the Class A1 notes.

THE NOTES WILL BE PAID ONLY FROM   o The notes are debt obligations of the
THE ASSETS OF THE FUND               issuer trustee only in its capacity as
                                     trustee of the fund and in no other
                                     capacity. The notes do not represent an
                                     interest in or obligation of any of the
                                     other parties to the transaction. The
                                     assets of the fund will be the sole source
                                     of payments on the notes. The issuer
                                     trustee's other assets will only be
                                     available to make payments on the notes to
                                     the extent that the issuer trustee is held
                                     to be negligent, fraudulent or to have
                                     acted in willful default with respect to
                                     its obligations under the transaction
                                     documents. Therefore, if the assets of the
                                     fund are insufficient to pay the interest
                                     and principal on your notes when due,
                                     except as disclosed above, there will be no
                                     other source from which to receive these
                                     payments and you may not get back the yield
                                     you expected to receive and you may suffer
                                     a loss on your investment.

THE RATINGS ON THE NOTES SHOULD BE o The security ratings of the notes should be
EVALUATED INDEPENDENTLY              evaluated independently from similar
                                     ratings on other types of notes or
                                     securities. A security rating by a rating
                                     agency is not a recommendation to buy, sell
                                     or hold securities and may be subject to
                                     revision, suspension, qualification or
                                     withdrawal at any time by the relevant
                                     rating agency. A revision, suspension,
                                     qualification or withdrawal of the rating
                                     of the notes may adversely affect the price
                                     of the notes. In addition, the ratings of
                                     the notes do not address the expected
                                     timing of principal repayments under the
                                     notes, only that principal will be received
                                     no later than the maturity date.


INVESTMENT IN THE NOTES MAY NOT BE o The notes are not a suitable investment for
SUITABLE FOR ALL INVESTORS           any investor that requires a regular or
                                     predictable schedule of payments or payment
                                     on any specific date. The notes are complex
                                     investments that should be considered only
                                     by investors who, either alone or with
                                     their financial, tax and legal advisors,
                                     have the expertise to analyze the
                                     prepayment, reinvestment, default and
                                     market risk, the tax consequences of an
                                     investment, and the interaction of these
                                     factors.

                                   o Mortgage-backed securities, like the notes,
                                     usually produce more returns of principal
                                     to investors when market interest rates
                                     fall below the interest rates on



                                       24


                                     the housing loans and produce less returns
                                     of principal when market interest rates
                                     rise above the interest rates on the
                                     housing loans. If borrowers refinance their
                                     housing loans as a result of lower interest
                                     rates, noteholders will receive an
                                     unanticipated payment of principal. As a
                                     result, noteholders are likely to receive
                                     more money to reinvest at a time when other
                                     investments generally are producing a lower
                                     yield than that on the notes and are likely
                                     to receive less money to reinvest when
                                     other investments generally are producing a
                                     higher yield than that on the notes.
                                     Holders will bear the risk that the timing
                                     and amount of distributions on the notes
                                     will prevent you from attaining the desired
                                     yield.

THE YIELD TO MATURITY ON THE       o The pre-tax yield to maturity on the notes
NOTES IS UNCERTAIN AND MAY BE        is uncertain and will depend on a number of
EFFECTED BY MANY FACTORS             factors. One such factor is the uncertain
                                     rate of return of principal. The amount of
                                     distributions of principal on the notes and
                                     the time when those distributions are
                                     received depend on the amount and the times
                                     at which borrowers make principal payments
                                     on the housing loans. The principal
                                     payments may be regular scheduled payments
                                     or unscheduled payments resulting from
                                     prepayments of the housing loans.

THERE IS NO WAY TO PREDICT THE     o The rate of principal and interest payments
ACTUAL RATE AND TIMING OF            on the housing loans varies among pools and
PAYMENTS ON POOLS OF HOUSING         is influenced by a variety of economic,
LOANS                                demographic, social, tax, legal and other
                                     factors, including prevailing market
                                     interest rates for housing loans and the
                                     particular terms of the housing loans.
                                     Australian housing loans have features and
                                     options that are different from housing
                                     loans in the United States and Europe, and
                                     thus will have different rates and timing
                                     of payments from housing loans in the
                                     United States and Europe. There is no
                                     guarantee as to the actual rate of
                                     prepayment on the housing loans, or that
                                     the actual rate of prepayments will conform
                                     to any model described in this prospectus.
                                     The rate and timing of principal and
                                     interest payments and the ability to redraw
                                     principal on the housing loans or to obtain
                                     top-up loans as well as the purchase of any
                                     housing loans by Origination Fund No. 3 to
                                     effect a top-up loan will affect the rate
                                     and timing of payments of principal and
                                     interest on your notes. Unexpected
                                     prepayment rates could have the following
                                     negative effects:

                                   o if you bought your notes for more than
                                     their face



                                       25


                                     amount, the yield on your notes will drop
                                     if principal payments occur at a faster
                                     rate than you expect; or

                                   o if you bought your notes for less than
                                     their face amount, the yield on your notes
                                     will drop if principal payments occur at a
                                     slower rate than you expect.

LOSSES AND DELINQUENT PAYMENTS ON  o If borrowers fail to make payments of
THE HOUSING LOANS MAY AFFECT THE     interest and principal under the housing
RETURN ON YOUR NOTES                 loans when due and the credit enhancement
                                     described in this prospectus is not enough
                                     to protect your notes from the borrowers'
                                     failure to pay, then the issuer trustee may
                                     not have enough funds to make full payments
                                     of interest and principal due on your
                                     notes. Consequently, the yield on your
                                     notes could be lower than you expect and
                                     you could suffer losses.

ENFORCEMENT OF THE HOUSING LOANS   o Substantial delays could be encountered in
MAY CAUSE DELAYS IN PAYMENT AND      connection with the liquidation of a
LOSSES                               housing loan, which may lead to shortfalls
                                     in payments to you to the extent those
                                     shortfalls are not covered by a mortgage
                                     insurance policy.


                                   o If the proceeds of the sale of a mortgaged
                                     property, net of preservation and
                                     liquidation expenses, are less than the
                                     amount due under the related housing loan,
                                     the issuer trustee may not have enough
                                     funds to make full payments of interest and
                                     principal due to you, unless the difference
                                     is covered under a mortgage insurance
                                     policy.

UN-REIMBURSED REDRAWS AND          o Un-reimbursed redraws and top-up loans will
TOP-UP LOANS WILL BE PAID BEFORE     rank ahead of your notes with respect to
PRINCIPAL ON YOUR NOTES              payment of principal prior to enforcement
                                     of the charge under the security trust
                                     deed, and you may not receive full
                                     repayment of principal on your notes.


THE CLASS B NOTES PROVIDE ONLY     o The amount of credit enhancement provided
LIMITED PROTECTION AGAINST LOSSES    through the subordination of the Class B
                                     notes to the Class A notes is limited and
                                     could be depleted prior to the payment in
                                     full of the Class A notes. If the principal
                                     amount of the Class B notes is reduced to
                                     zero, you may suffer losses on your notes.


THE MORTGAGE INSURANCE POLICIES    o The mortgage insurance policies are subject
MAY NOT BE AVAILABLE TO COVER        to some exclusions from coverage,
LOSSES ON THE HOUSING LOANS          limitations on coverage and rights of
                                     termination which are described in "The
                                     Mortgage Insurance Policies--Loss Coverage"
                                     and "--Exclusions". Therefore, a borrower's
                                     payments that are expected to be covered by
                                     the mortgage



                                       26


                                     insurance policies may not be covered
                                     because of these exclusions and
                                     limitations, and the issuer trustee may not
                                     have enough money to make timely and full
                                     payments of principal and interest on your
                                     notes.

YOU MAY NOT BE ABLE TO RESELL      o The underwriters are not required to assist
YOUR NOTES                           you in reselling your notes. A secondary
                                     market for your notes may not develop. If a
                                     secondary market does develop, it might not
                                     continue or might not be sufficiently
                                     liquid to allow you to resell any of your
                                     notes readily or at the price you desire.
                                     The market value of your notes is likely to
                                     fluctuate, which could result in
                                     significant losses to you.

THE TERMINATION OF ANY OF THE      o The issuer trustee will exchange the
SWAPS MAY SUBJECT YOU TO LOSSES      interest payments from the fixed rate
FROM INTEREST RATE OR CURRENCY       housing loans for variable rate payments
FLUCTUATIONS                         based I upon the three-month Australian
                                     bank bill rate. If the
                                     fixed-floating rate swap is terminated
                                     under the terms of the swap agreement, or
                                     the fixed-floating rate swap provider fails
                                     to perform its obligations, you will be
                                     exposed to the risk that the floating rate
                                     of interest payable on the notes will be
                                     greater than the discretionary fixed rate
                                     set by the manager on the fixed rate
                                     housing loans, which may lead to losses to
                                     you.


                                   o The issuer trustee will receive payments
                                     from the borrowers on the housing loans and
                                     the fixed-floating rate swap provider in
                                     Australian dollars (calculated, in the case
                                     of payments by this swap provider, by
                                     reference to the Australian bank bill
                                     rate), and make payments to Class A1
                                     noteholders in U.S. dollars and Class A2
                                     noteholders in Euros (calculated, in the
                                     case of payments of interest, by reference
                                     to LIBOR in respect of the Class A1 notes
                                     and by reference to EURIBOR in respect of
                                     the Class A2 notes). Under the US$ currency
                                     swap, the US$ currency swap provider will
                                     exchange Australian dollar obligations for
                                     U.S. dollars, and in the case of interest,
                                     amounts calculated by reference to the
                                     Australian bank bill rate for amounts
                                     calculated by reference to LIBOR. If the
                                     US$ currency swap provider fails to perform
                                     its obligations or if the US$ currency swap
                                     is terminated, the issuer trustee might
                                     have to exchange its Australian dollars for
                                     U.S. dollars, and its Australian bank bill
                                     rate obligations for LIBOR obligations, at
                                     an exchange rate that does not provide
                                     sufficient U.S. dollars to make payments to
                                     Class A1 noteholders in full.

                                   o Under the Euro currency swap, the Euro
                                     currency



                                       27


                                     swap provider will exchange Australian
                                     dollar obligations for Euro, and in the
                                     case of interest, amounts calculated by
                                     reference to the Australian bank bill rate
                                     for amounts calculated by reference to
                                     EURIBOR. If the Euro currency swap provider
                                     fails to perform its obligations or if the
                                     Euro currency swap is terminated, the
                                     issuer trustee might have to exchange its
                                     Australian dollars for Euros, and its
                                     Australian bank bill rate obligations for
                                     EURIBOR obligations, at an exchange rate
                                     that may be greater than the fixed rate of
                                     exchange in the Euro currency swap. This
                                     would occur if the Euro appreciates in
                                     value against the Australian dollar or if
                                     the spread between EURIBOR and the
                                     Australian bank bill rate increases. Either
                                     occurrence may require more Australian
                                     dollars to make payments in respect of the
                                     Class A2 notes than would otherwise be the
                                     case if payments were being made under the
                                     Euro currency swap. Since payments on the
                                     Class A2 notes rank equal in priority with
                                     payments on the Class A1 notes, if more
                                     Australian dollars are required to make
                                     payments on the Class A2 notes, there may
                                     be less Australian dollars available to
                                     make payments in respect of your notes,
                                     which could result in losses to you.

PREPAYMENTS DURING A CALCULATION   o If a prepayment is received on a housing
PERIOD MAY RESULT IN YOU NOT         loan during a Calculation Period, interest
RECEIVING YOUR FULL INTEREST         on the housing loan will cease to accrue on
PAYMENTS                             that portion of the housing loan that has
                                     been prepaid, starting on the date of
                                     prepayment. The amount prepaid will be
                                     invested in investments that may earn a
                                     rate of interest lower than that paid on
                                     the housing loan. If it is less, the issuer
                                     trustee may not have sufficient funds to
                                     pay you the full amount of interest due to
                                     you on the next payment date.


THE PROCEEDS FROM THE ENFORCEMENT  o If the security trustee enforces the
OF THE SECURITY TRUST DEED MAY BE    security interest on the assets of the fund
INSUFFICIENT TO PAY AMOUNTS DUE      after an event of default under the
TO YOU                               security trust deed, there is no assurance
                                     that the market value of the assets of the
                                     fund will be equal to or greater than the
                                     outstanding principal and interest due on
                                     the Class A notes, or that the security
                                     trustee will be able to realize the full
                                     value of the assets of the fund. The issuer
                                     trustee, the security trustee, the Class A
                                     note trustee, the swap providers, the note
                                     trustee and other service providers will
                                     generally be entitled to receive the
                                     proceeds of any sale of the assets of the
                                     fund, to the extent they are owed fees and
                                     expenses, before you. Consequently, the
                                     proceeds from the sale of the assets of the
                                     fund after



                                       28


                                     an event of default under the security
                                     trust deed may be insufficient to pay you
                                     principal and interest in full.

IF THE MANAGER DIRECTS THE ISSUER  o If the manager directs the issuer trustee
TRUSTEE TO REDEEM THE NOTES  A1      to redeem the notes earlier as described in
EARLIER, YOU COULD SUFFER LOSSES     "Description of the Class Notes--Optional
AND THE YIELD ON YOUR NOTES COULD    Redemption of the Notes" Class A
BE LOWER THAN                        noteholders owning at least 75% of the
EXPECTED                             aggregate Invested Amount of the Class A
                                     notes calculated and expressed in the A$
                                     Equivalent may consent to receiving an
                                     amount equal to the Outstanding Principal
                                     Balance of the Class A notes, less
                                     un-reimbursed losses allocated to the Class
                                     A notes, plus accrued interest. As a
                                     result, to the extent losses are allocated
                                     to your notes, you may not fully recover
                                     your investment. In addition, the early
                                     retirement of your notes will shorten their
                                     average lives and potentially lower the
                                     yield on your notes.

TERMINATION PAYMENTS RELATING TO   o If the issuer trustee is required to make a
THE CURRENCY SWAPS MAY REDUCE        termination payment to a currency swap
PAYMENTS TO YOU                      provider upon the termination of a currency
                                     swap, the issuer trustee may make the
                                     termination payment from the assets of the
                                     fund prior to enforcement of the security
                                     trust deed. Thus, if the issuer trustee
                                     makes a termination payment, there may not
                                     be sufficient funds remaining to pay
                                     interest on your notes on the next payment
                                     date, and the principal on your notes may
                                     not be repaid in full.


THE IMPOSITION OF A WITHHOLDING    o If a withholding tax is imposed on payments
TAX WILL REDUCE PAYMENTS TO YOU      of interest on your notes, you will not be
AND MAY LEAD TO AN EARLY             entitled to receive grossed-up amounts to
REDEMPTION OF THE NOTES              compensate for such withholding tax. Thus,
                                     you  will receive less interest than
                                     is scheduled to be paid on your notes.

                                   o If the option to redeem the notes affected
                                     by a withholding tax is exercised, unless
                                     noteholders, by Extraordinary Resolution,
                                     elect not to require the issuer trustee to
                                     redeem the notes, the notes will be
                                     redeemed for an amount equal to the
                                     Outstanding Principal Balance of the notes,
                                     less un-reimbursed losses allocated to the
                                     notes, plus accrued interest. As a result,
                                     to the extent losses are allocable to your
                                     notes, you may not fully recover your
                                     investment. In addition, the early
                                     retirement of your notes will shorten their
                                     average lives and potentially lower the
                                     yield on your notes.


THE MANAGER'S ABILITY TO SET THE   o The interest rates on the variable rate
INTEREST RATE ON VARIABLE RATE       housing loans are not tied to an objective
HOUSING                              interest rate index, but are set at the
                                     sole discretion of the manager, subject to


                                       29


LOANS MAY LEAD TO INCREASED          the threshold rate established under the
DELINQUENCIES OR PREPAYMENTS         supplementary bond terms notice. If the
                                     manager increases the interest rates on the
                                     variable rate housing loans, borrowers may
                                     be unable to make their required payments
                                     under the housing loans, and accordingly,
                                     may become delinquent or may default on
                                     their payments. In addition, if the
                                     interest rates are raised above market
                                     interest rates, borrowers may refinance
                                     their loans with another lender to obtain a
                                     lower interest rate. This could cause
                                     higher rates of principal pre-payment than
                                     you expected and affect the yield on your
                                     notes.

THE FEATURES OF THE HOUSING        o The features of the housing loans as
LOANS MAY CHANGE, WHICH COULD        described below under "Superannuation
AFFECT THE TIMING AND AMOUNT OF      Members' Home Loans Residential Loan
PAYMENTS TO YOU                      Program--SMHL Product Types," including
                                     their interest rates, may be changed by the
                                     manager, either on its own initiative or,
                                     where they are offered, at a borrower's
                                     request. Some of these changes may include
                                     the addition of newly developed features
                                     which are not described in this prospectus.
                                     As a result of these changes and borrower's
                                     payments of principal, the concentration of
                                     housing loans with specific characteristics
                                     is likely to change over time, which may
                                     affect the timing and amount of payments
                                     you receive. See "Superannuation Members'
                                     Home Loans Residential Loan Program--SMHL
                                     Product Types--Housing Loan Features and
                                     Options".

                                   o If the manager changes the features of the
                                     housing loans or fails to offer desirable
                                     features offered by its competitors,
                                     borrowers may elect to refinance their loan
                                     with another lender to obtain more
                                     favorable features. In addition, the
                                     housing loans included in the fund are not
                                     permitted to have some features. At the
                                     present time the manager does not expect to
                                     agree to add features to the housing loans
                                     that currently are not permitted. However,
                                     if the manager agrees to add one of these
                                     features to his or her housing loan that is
                                     part of the fund, in effect the housing
                                     loan will be repaid and a new housing loan
                                     will be written which will not form part of
                                     the assets of the fund. The refinancing or
                                     removal of housing loans could cause you to
                                     experience higher rates of principal
                                     prepayment than you expected, which could
                                     affect the yield on your notes.

THERE ARE LIMITS ON THE AMOUNT     o If the interest collections during a
OF AVAILABLE LIQUIDITY TO ENSURE     Calculation Period are insufficient to
                                     cover fees, expenses and interest payments
                                     due on the notes on the next payment date,


                                       30


PAYMENTS OF INTEREST TO YOU          principal collections collected during the
                                     Calculation Period may be used to cover
                                     these amounts. If principal collections are
                                     not sufficient to cover the shortfall, the
                                     issuer trustee will draw funds from the
                                     cash collateral account. In the event that
                                     there is not enough money available under
                                     the cash collateral account, you may not
                                     receive a payment of interest on that
                                     payment date, which will reduce the yield
                                     on your notes.

THE USE OF PRINCIPAL COLLECTIONS   o On each payment date, the amount of
TO COVER LIQUIDITY SHORTFALLS        principal collections used to cover
MAY LEAD TO PRINCIPAL LOSSES         interest shortfalls will be allocated to
                                     the most subordinate class of outstanding
                                     notes. If losses attributable to interest
                                     shortfalls are allocated against the Class
                                     A notes, to the extent that there are
                                     insufficient interest collections in
                                     succeeding Calculation Periods to reimburse
                                     these losses, you may not receive full
                                     repayment of principal on your notes.

A DECLINE IN AUSTRALIAN ECONOMIC   o The Australian economy has been
CONDITIONS MAY LEAD TO LOSSES ON     experiencing a prolonged period of
YOUR NOTES                           expansion with relatively low interest
                                     rates and steadily increasing property
                                     values. If the Australian economy were to
                                     experience a downturn, an increase in
                                     interest rates, a fall in property values
                                     or any combination of these factors,
                                     delinquencies or losses on the housing
                                     loans may increase, which may cause losses
                                     on your notes.

CONSUMER PROTECTION LAWS MAY       o Some of the borrowers may attempt to make a
AFFECTTHE TIMING OR AMOUNT OF        claim to a court requesting changes in the
INTEREST OR PRINCIPAL PAYMENTS       terms and conditions of their housing loans
TO YOU                               or compensation or penalties from the
                                     issuer trustee for breaches of any
                                     legislation relating to consumer credit. To
                                     the extent that the issuer trustee is
                                     unable to recover any such liabilities
                                     under the consumer protection laws from the
                                     mortgage manager, the assets of the fund
                                     will be used to indemnify the issuer
                                     trustee prior to payments to you. This may
                                     delay or decrease the amount of collections
                                     available to make payments to you.

THE CONCENTRATION OF HOUSING       o If the fund contains a high concentration
LOANS IN SPECIFIC GEOGRAPHIC         of housing loans secured by properties
AREAS MAY INCREASE THE POSSIBILITY   located within a single state or region
OF LOSS ON YOUR NOTES                within Australia, any deterioration in the
                                     real estate values  or the
                                     economy of any of those states or regions
                                     could result in higher rates of
                                     delinquencies, foreclosures and loss than
                                     expected on the housing loans. In addition,
                                     these states or regions may experience
                                     natural disasters, which may not be fully
                                     insured against and which may result in
                                     property damage and losses on the housing
                                     loans. These events may in turn have a
                                     disproportionate



                                       31


                                     impact on funds available to the fund,
                                     which could cause you to suffer losses.

THE APPLICATION OF THE GOODS AND   o Since July 1, 2000, a goods and services
SERVICES TAX IN AUSTRALIA MAY        tax is payable by all entities which make
DECREASE THE FUNDS AVAILABLE TO      taxable supplies in Australia subject to
THE FUND TO PAY YOU                  certain transitional rules. Some service
                                     providers to the issuer trustee may be
                                     subject to GST in respect of the services
                                     provided to the fund and may pass on that
                                     additional cost to the issuer trustee. The
                                     issuer trustee may also be subject to GST
                                     on services provided by it. To the extent
                                     that it has a net GST liability, the issuer
                                     trustee will have less funds available to
                                     meet its obligations and you may suffer
                                     losses. See "Australian Tax matters" in the
                                     prospectus.

CHANGES IN LAW MAY IMPACT THE      o The structure of the transaction and, inter
STRUCTURE OF THE TRANSACTION         alia, the issue of the notes and ratings
AND THE TREATMENT OF THE NOTES       assigned to the notes are based on
                                     Australian law, tax and administrative
                                     practice in effect at the date hereof, and
                                     having due regard to the expected tax
                                     treatment of all relevant entities under
                                     such law and practice. No assurance can be
                                     given that Australian law, tax or
                                     administrative practice will not change
                                     after the closing date or that such change
                                     will not adversely impact the structure of
                                     the transaction and the treatment of the
                                     notes.

YOU WILL NOT RECEIVE PHYSICAL      o Your ownership of the notes will be
NOTES REPRESENTING YOUR NOTES,       registered electronically through DTC,
WHICH CAN CAUSE DELAYS IN            Euroclear and Clearstream, Luxembourg. You
RECEIVING DISTRIBUTIONS AND          will not receive physical notes, except in
HAMPER YOUR  ABILITY TO PLEDGE       limited circumstances The lack of physical
OR RESELL YOUR NOTES                 notes could:

                                     o cause you to experience delays in
                                       receiving payments on the notes because
                                       the principal paying agent will be
                                       sending distributions on the notes to DTC
                                       instead of directly to you;

                                     o limit or prevent you from using your
                                       notes as collateral; and

                                     o hinder your ability to resell the notes
                                       or reduce the price that you receive for
                                       them.


AUSTRALIAN TAX REFORM PROPOSALS    o If the Australian tax legislation is
COULD AFFECT THE TAX TREATMENT OF    amended to tax the fund as a company then
THE FUND                             it may reduce the available cash of the
                                     fund and it is possible that the issuer
                                     trustee might be left with insufficient
                                     cash to pay interest on the notes. See
                                     "Australian Tax Matters."

BECAUSE THE MANAGER AND            o ME Portfolio Management Limited, an
                                     Australian


                                       32



THE ISSUER TRUSTEE ARE             non-listed public company incorporated with
AUSTRALIAN ENTITIES, THERE         limited liability and Perpetual Trustees
REMAINS UNCERTAINTY AS TO THE      Australia Limited, a listed Australian
ENFORCEABILITY OF JUDGMENTS        public company have agreed to submit to the
OBTAINED BY CLASS A1 NOTEHOLDERS   jurisdiction of New York State Court and
IN COURTS BY AUSTRALIAN COURTS     federal court of the United States U.S.
                                   located in the Southern District of New
                                   York for the purposes of any suit, action
                                   or proceeding arising out of the offering
                                   of the Class A1 notes. Generally, a final
                                   and conclusive judgment obtained by
                                   noteholders in U.S. courts would be
                                   recognized and enforceable against the
                                   manager or the issuer trustee as the case
                                   may be, in the relevant Australian court
                                   without reexamination of the merits of the
                                   case. However, because of the foreign
                                   location of the manager and the issuer
                                   trustee and their directors, officers and
                                   employees (and their respective assets), it
                                   may be difficult for noteholders to effect
                                   service of process over these persons or to
                                   enforce against them judgments obtained in
                                   United States courts based upon the civil
                                   liability provisions of the U.S. federal
                                   securities laws. See "Enforcement of
                                   Foreign Judgments in Australia".

THE MANAGER'S RIGHT TO             o Under the terms of each housing loan, the
TERMINATE THE ULTIMATE ACCOUNTS      manager has the v right to terminate the
MAY LEAD TO INCREASED PRINCIPAL      provisions of the redraw funding facility
PAYMENTS                             and therefore the use of the Ultimate
                                     Accounts (as described below under
                                     "Superannuation Members' Home Loans
                                     Residential Loan Program--SMHL Product
                                     Types--Ultimate Accounts"). This could
                                     occur if Origination Fund No. 3 should be
                                     in default of its contractual obligations
                                     under the redraw funding facility or the
                                     fund does not have, through the application
                                     of prepayments of principal, the financial
                                     resources to meet the redraws requested via
                                     the Ultimate Accounts. Therefore, the
                                     borrower may seek to refinance their loan
                                     with another lender to obtain access to a
                                     program with features similar to that of
                                     the Ultimate Account which is no longer
                                     available to them. This could lead to
                                     higher principal prepayments than you
                                     expected and affect the yield on your
                                     notes.


                                       33


                                CAPITALIZED TERMS

         The capitalized terms used in this prospectus, unless defined elsewhere
in this prospectus, have the meanings set forth in the Glossary starting on page
G-1.

                       U.S. DOLLAR AND EURO PRESENTATION

         In this prospectus, references to "U.S. dollars" and "US$" are
references to U.S. currency, references to "Euro" and "(euro)" are references to
the single currency introduced at the third stage of the European Economic and
Monetary Union pursuant to the Treaty Establishing the European Community, as
amended, and references to "Australian dollars" and "A$" are references to
Australian currency. Unless otherwise stated in this prospectus, any
translations of Australian dollars into U.S. dollars have been made at a rate of
US$[*] =A$1.00, the noon buying rate in New York City for cable transfers in
Australian dollars as certified for customs purposes by the Federal Reserve Bank
of New York on [*], 2005. Use of such rate is not a representation that
Australian dollar amounts actually represent such U.S. dollar amounts or could
be converted into U.S. dollars at that rate.

         Unless otherwise stated in this prospectus, any translations of
Australian dollars into Euros have been made at a rate of (euro)[*] =A$1.00, the
exchange rate as displayed on the Bloomberg Service under EUAD currency HP on
[*], 2005. Use of such rate is not a representation that Australian dollar
amounts actually represent Euro amounts or could be converted into Euro at that
rate.

            THE ISSUER TRUSTEE, THE MORTGAGE MANAGER AND THE MANAGER

THE ISSUER TRUSTEE

         The issuer trustee was incorporated on July 31, 1963 and its registered
office is located at Level 7, Perpetual Trustee Building, 39 Hunter Street,
Sydney, NSW, 2000. Perpetual Trustees Australia Limited's principal business is
the provision of services from financial management for private individuals
through to the provision of trustee, custodial and administrative arrangements
to the funds management, superannuation, property, infrastructure and capital
markets. They also provide management investment products through their funds
management division. The group of which Perpetual Trustees Australia Limited is
the parent has over A$100 billion as of July 21, 2005, in funds under
administration across its various divisions. Perpetual Trustees Australia
Limited is an authorized trustee corporation

         Perpetual Trustees Australia Limited has issued 40,117,599 shares as of
July 21, 2005. These shares are fully paid. Perpetual Trustees Australia Limited
is listed on the Australian Stock Exchange and its shares are quoted on that
Exchange.

         Perpetual Trustee Company Limited has obtained an Australian Financial
Services License under Part 7.6 of the Corporations Act 2001 (Cth) (Australian
Financial Services No. 236643). Perpetual Trustee Company Limited has appointed
Perpetual Trustees Australia Limited to act as its authorized representative
under that license (Authorized Representative No. 264842).


                                       34


DIRECTORS

         The directors of the issuer trustee are as follows:

<TABLE>


        NAME                             BUSINESS ADDRESS                  PRINCIPAL ACTIVITIES
----------------------      ------------------------------------------     --------------------

Robert Murray Savage        Level 7, 39 Hunter Street, Sydney NSW 2000     Director
Meredith Brooks             Level 7, 39 Hunter Street, Sydney NSW 2000     Director
David Michael Deverall      Level 7, 39 Hunter Street, Sydney NSW 2000     Director
Linda Bardo Nicholls        Level 7, 39 Hunter Street, Sydney NSW 2000     Director
Philip Johnson Twyman       Level 7, 39 Hunter Street, Sydney NSW 2000     Director
Charles Paul Curran         Level 7, 39 Hunter Street, Sydney NSW 2000     Director
Warwick Gordon Kent         Level 7, 39 Hunter Street, Sydney NSW 2000     Director
Bonita Louise Boezeman      Level 7, 39 Hunter Street, Sydney NSW 2000     Director
Paul McClintock             Level 7, 39 Hunter Street, Sydney NSW 2000     Director
Sandra McPhee               Level 7, 39 Hunter Street, Sydney NSW 2000     Director

</TABLE>

MEMBERS EQUITY BANK PTY LIMITED (FORMERLY KNOWN AS MEMBERS EQUITY PTY LIMITED)

         In October 1999, AXA Asia Pacific Holdings Ltd entered into an
agreement with Industry Fund Services Pty Limited (IFS), as trustee of the IFBT
Unit Trust (IFBT), to establish a 50/50 joint venture company to be known as
Members Equity Bank Pty Limited (ME) to pursue a growth strategy in the
provision of consumer finance and other financial services in Australia.

         IFS represents a large number of industry based superannuation
(pension) funds. IFS established IFBT which consolidated 43 superannuation funds
to purchase initially 50% of Members Equity. The 43 funds represent
approximately [5] million members and have approximately A$[*] billion in total
funds under management.

         Pursuant to the joint venture agreement, AXA Asia Pacific Holdings Ltd
provided the infrastructure (including human capital) and funds under management
of the lending division, valued at approximately A$61.8 million as of October 1,
1999. IFS, as trustee of IFBT, contributed approximately A$30.9 million of cash
into the joint venture company.

         On July 20, 2001, ME obtained an authority to act as an approved
deposit taking institution by the Australian Prudential Regulation Authority,
and obtained approval to use the word "Bank" when referring to ME. On January 7,
2003, IFS, as trustee of IFBT, became the 100% owner of ME with the acquisition
of AXA Asia Pacific Holding Ltd's 50% shareholding in ME. On December 1, 2003 ME
obtained an Australian Financial Services License under Part 7.6 of the
Corporations Act 2001 (Cth). This license is necessary for ME to offer
`financial services', such as bank deposit accounts, in Australia. Also on
December 1, 2003 ME appointed MEPM to act as its authorized representative under
that license. ME continues to provide a full service to borrowers via the SMHL
program and other programs, including loan origination and all aspects of loan
administration. The manager of the SMHL Global Fund No. 8, MEPM, has appointed
ME to originate, manage and service the mortgages associated with its programs.

         As of [*], 2005, ME had net assets of approximately A$[*] million.


                                       35


         As of [*], 2005, ME has approximately A$[*] billion of assets under
management and currently has more than [550] staff located at its state capital
city offices.

         On [*], 2005 Standard & Poor's announced that it has assigned its BBB-
long-term and A-3 short-term counterparty credit ratings to ME and that the
outlook on ME is stable.

         ME has entered into call option contracts with each of the shareholders
in IFS. If these options are exercised, ME will acquire IFS sometime in 2006.
The exercise of the call options is subject to approval of ME's board.

ME PORTFOLIO MANAGEMENT LIMITED [NOTE: MEPM TO REVIEW AND CONFIRM/UPDATE]

         As part of the joint venture arrangements, ME Portfolio Management
Limited, a 100% owned subsidiary of ME, became the manager of the SMHL program.
There is a mortgage origination and management agreement and a management
support deed in place between ME and MEPM. MEPM is the authorized representative
of ME under ME's Australian Financial Services License.

                  DIRECTORS

         The directors of MEPM are as follows:

<TABLE>


         NAME                              BUSINESS ADDRESS                        PRINCIPAL ACTIVITIES
-------------------------    ------------------------------------------------      --------------------

Brian John Pollock           Level 23, 360 Collins Street, Melbourne VIC 3000      Director
David Mitchell Tennant       Level 23, 360 Collins Street, Melbourne VIC 3000      Director
Nicholas Vamvakas            Level 23, 360 Collins Street, Melbourne VIC 3000      Director
Anthony Stewart Wamsteker    Level 23, 360 Collins Street, Melbourne VIC 3000      Director
Anna Christina Booth         Level 23, 360 Collins Street, Melbourne VIC 3000      Director

</TABLE>

SMHL PROGRAM

         In July 1994, the SMHL Program was established by National Mutual
Holdings Limited in consultation with a range of superannuation funds
representing a variety of industries. The main objectives of the program were to
make home loan finance available on commercial terms and at competitive rates to
qualifying borrowers while at the same time providing competitive returns to
investors in the funds. This was to be achieved by keeping the distribution
costs low by utilizing the superannuation funds as the main avenue of marketing.

         The transaction documents for the program provided for the creation of
a number of separate trust funds, including origination funds and securitization
funds. Housing loans originated under the program were initially financed
through, and owned by, the origination funds. As of [*] 2005, 3 origination
funds, [17] securitization funds and [13] private placement funds have been
created under the domestic program. In addition, in June 2000 the SMHL Global
Fund No. 1 was created, in June 2001 the SMHL Global Fund No. 2 was created, in
October 2002 the SMHL Global Fund No. 3 was created, in April 2003 the SMHL
Global Fund No. 4 was created, in November 2003 the SMHL Global Fund No. 5 was
created, in March 2004 the SMHL Global Fund No. 6 was created and in August 2004
the SMHL Global Fund No. 7 was created.

         The first of the origination funds, known as SMHL Origination Fund No.
1, or Origination Fund No. 1, closed for subscriptions in December 1994 and
raised $174 million by the issue of



                                       36


bonds to participating superannuation funds. The proceeds of that issue were
used primarily to finance the origination of housing loans, on a commercial
basis, to members of the superannuation funds which participated in the issue of
bonds. A second origination fund, known as SMHL Origination Fund No. 2, or
Origination Fund No. 2, closed for subscriptions in December 1995 and raised $79
million, also by the issue of bonds to participating superannuation funds. Both
Origination Fund No. 1 and Origination Fund No. 2 ceased originating housing
loans as of July 1, 1999.

         SMHL Origination Fund No. 3, or Origination Fund No. 3, was created in
July 1999, again for the purposes of origination and subsequent securitization
of housing loans to members of participating superannuation funds. The vast
majority of investors in Origination Fund No. 1 and Origination Fund No. 2
transferred their investments into Origination Fund No. 3. This fund differed
from its predecessors in that it was open-ended, allowing for new investment. As
of [*], 2005, SMHL Origination Fund No. 3 has raised A$[*] million.

         The SMHL Global Fund No. 8 has been created to acquire assets from
another SMHL securitization fund, SMHL Warehousing Trust 2004-1. (See
"Description of the Assets of the Fund--The Housing Loans" in this prospectus).

                             DESCRIPTION OF THE FUND

SUPERANNUATION MEMBERS' HOME LOANS SECURITIZATION TRUST PROGRAM

         MEPM established its SMHL program pursuant to a master trust deed for
the purpose of enabling Perpetual Trustees Australia Limited, as trustee of each
fund established pursuant to the master trust deed, to finance and own housing
loans and to invest in pools of housing loans. The master trust deed provides
for the creation of an unlimited number of separate funds, including origination
funds and securitization funds. SMHL Global Fund No. 8 is a securitization fund.
The master trust deed establishes the general framework under which funds may be
established from time to time. The master trust deed, supplementary bond terms
notice and the notice of creation of a securitization fund establish the SMHL
Global Fund No. 8. The SMHL Global Fund No. 8 is separate and distinct from any
other fund established under the master trust deed. The assets of the SMHL
Global Fund No. 8 are not available to meet the liabilities of any other fund
and the assets of any other fund are not available to meet the liabilities of
the SMHL Global Fund No. 8. SMHL Global Fund No. 8 is sometimes referred to in
this prospectus as the fund.

SMHL GLOBAL FUND NO. 8

         The detailed terms of the SMHL Global Fund No. 8 will be as set out in
the master trust deed and the supplementary bond terms notice. To establish the
fund, the manager has executed a notice of creation of a securitization fund,
dated [*], 2005.

         The supplementary bond terms notice, which supplements the general
framework under the master trust deed with respect to the fund, does the
following:

         o specifies the details of the notes;

         o establishes the cash flow allocation;

         o specifies a number of ancillary matters associated with the operation
           of the fund and the housing pool such as the establishment of the
           rating agency requirements and the creation of the cash collateral
           account; and


                                       37


         o amends the master trust deed to the extent necessary to give effect
           to the specific aspects of the fund and the issue of the notes.

OTHER TRUSTS

         In addition to the SMHL Global Fund No. 8, two other trusts are
established in relation to the issue of the notes as follows:

         o CLASS A TRUST. The Class A note trustee acts as trustee of the Class
           A notes trust under the note trust deed for the benefit of Class A
           noteholders. Under the terms of the note trust deed, the Class A note
           trustee is able to enforce obligations of the issuer trustee for the
           benefit of Class A noteholders and will vote on behalf of Class A
           noteholders, based on their directions, at meetings held under the
           terms of the master trust deed or the security trust deed, including
           upon an event of default and enforcement under the security trust
           deed. Pursuant to the terms of the note trust deed, the Class A note
           trustee will be entitled to a fee in an amount agreed upon by the
           Class A note trustee and Perpetual Trustees Australia Limited.

         o SECURITY TRUST. The security trustee acts as trustee of the security
           trust for the benefit of noteholders, redraw funding facility
           providers and top-up funding facility providers and all other Secured
           Creditors under the terms of the security trust deed. The security
           trustee holds the charge over the assets of the trust granted by the
           issuer trustee under the security trust deed for the benefit of the
           Secured Creditors. If an event of default occurs under the security
           trust deed and the charge is enforced, the security trustee, or a
           receiver appointed by it, will be responsible for realizing the
           assets of the fund and the security trustee will be responsible for
           distributing the proceeds of realization to Secured Creditors in the
           order prescribed under the security trust deed.

                      DESCRIPTION OF THE ASSETS OF THE FUND

ASSETS OF THE FUND

         The assets of the fund will include the following:

         o the pool of housing loans, including all principal and interest
           payments paid or payable on the housing loans at any time from and
           after the closing date;

         o rights under the mortgage insurance policies issued by the mortgage
           insurers and the individual property insurance policies covering the
           mortgaged properties relating to the housing loans;

         o rights under the mortgages in relation to the housing loans;

         o amounts on deposit in the accounts established in connection with the
           creation of the fund and the issuance of the notes, including the
           collection account, and any instruments in which these amounts are
           invested; and

         o the issuer trustee's rights under the transaction documents to which
           it is a party (other than rights that it holds personally, including
           rights of management and delegation).


                                       38


THE HOUSING LOANS

         The housing loans are secured by registered first ranking mortgages on
properties located in Australia. The housing loans were originally originated by
the mortgage manager on behalf of SMHL Origination Fund No. 3. Sometimes the
origination fund is referred to in this prospectus as the ORIGINATION FUND. The
housing loans are currently held by SMHL Warehousing Trust 2004-1.

         Perpetual Trustees Australia Limited in its capacity as trustee of all
the funds established under the program holds legal title to the housing loans.
On the issue of the notes the housing loans will cease to be assets of SMHL
Warehousing Trust 2004-1 and will become assets of the fund with the proceeds of
the issue of the notes being used to fund the acquisition of the housing loans
from Perpetual Trustees Australia Limited, in its capacity as trustee of SMHL
Warehousing Trust 2004-1. On the closing date, the housing loans purchased by
the fund will be specified in a bond issue direction from MEPM, in its capacity
as manager of SMHL Global Fund No. 8.

         Each housing loan will be one of the types of products described in
"Superannuation Members' Home Loans Residential Loan Program--SMHL Product
Types." Each housing loan may have some or all of the features described in the
"Superannuation Members' Home Loans Residential Loan Program--SMHL Product
Types." The housing loans are either fixed rate for a specified period of time,
then variable rate, variable rate or interest only for a specified period and
then fixed or variable rate loans. Each housing loan is secured by a registered
first ranking mortgage over the related mortgaged property. The mortgaged
properties consist of owner-occupied and non-owner-occupied single family homes,
but do not include mobile homes, commercial properties or properties under
construction.

REPRESENTATIONS AND WARRANTIES REGARDING THE HOUSING LOANS

         Pursuant to the terms of the mortgage origination and management
agreement, as amended, and the bond issue confirmation certificate, the mortgage
manager will make various representations and warranties to the issuer trustee
and the manager as of the bond issue date by reference to the facts and
circumstances then existing, and on each date that a substitute housing loan is
transferred to the fund, with respect to the housing loans being transferred to
the issuer trustee, including that:

         o  the mortgage manager instructed an Approved Solicitor, in accordance
            with the Agreed Procedures, to act for Perpetual Trustees Australia
            Limited in relation to that mortgage;

         o  before or at the time of settlement of that mortgage, the Approved
            Solicitor instructed in relation to that mortgage gave a Solicitor's
            Certificate which complied with the Agreed Procedures;

         o  each Mortgage Document relating to that mortgage is and will at all
            times be, in all material respects, in the form required by the
            Agreed Procedures, and the mortgage manager will not agree to any
            amendment, variation or waiver of any Mortgage Document except as
            specifically permitted by and in accordance with the mortgage
            origination and management agreement and the Agreed Procedures;

         o  the property which is the subject of the mortgage is insured in
            accordance with the requirements of the mortgage;

         o  the mortgage is covered by an Approved Mortgage Insurance Policy;


                                       39


         o  there is no mortgage, charge, caveat or other security interest
            affecting the property which is the subject of the mortgage other
            than the mortgage;

         o  the mortgagor is the beneficial owner of the property which is the
            subject of the mortgage and is or is entitled to be registered as
            the proprietor or is the legal owner of the property which is the
            subject of the mortgage;

         o  each Mortgage Document relating to that mortgage constitutes valid,
            binding and enforceable obligations of the mortgagor and the other
            parties to them (other than Perpetual Trustees Australia Limited and
            the manager);

         o  each Mortgage Document relating to that mortgage has been, or will
            be, within any applicable statutory time limit, fully stamped in
            accordance with all applicable laws, and (if required or able to be
            registered) has been registered or is in registrable form, and there
            are no impediments to its registration or continued registration;

         o  the mortgage is or will be upon registration, a registered mortgage
            with first priority for all money stated to be secured by it;

         o  the mortgagor's application for the housing loan is substantially in
            the form required by the Agreed Procedures, has been fully
            investigated by the mortgage manager in accordance with the Agreed
            Procedures, and the mortgage manager is satisfied that all
            statements and information contained in it are correct in all
            material respects;

         o  in the case of a mortgage entered into in any State or Territory of
            the Commonwealth of Australia before the coming into force in that
            State or Territory of the UCCC, none of the Mortgage Documents
            relating to that mortgage is a Regulated Mortgage, as defined in
            Section 5 of the Credit Act 1984 (NSW) or the corresponding
            legislation of any other Australian jurisdiction; o the mortgage
            manager is not aware of any circumstances relating to the mortgage,
            the property which is the subject of the mortgage, the mortgagor or
            any person (other than the mortgagor) who has executed a Collateral
            Security in favor of Perpetual Trustees Australia Limited which
            could reasonably be expected to cause a prudent investor to:

            o  regard the mortgage as an unacceptable investment;

            o  expect the mortgagor to default under the mortgage; or

            o  diminish the value or marketability of the property which is the
               subject of the mortgage from that stated in the Valuation;

         o  the Agreed Procedures have been fully complied with in relation to
            that mortgage;

         o  to the best of the mortgage manager's knowledge, all representations
            and warranties made by the mortgagor and any person (other than the
            mortgagor) who has executed a Collateral Security in favor of
            Perpetual Trustees Australia Limited in the Mortgage Documents
            relating to that mortgage are true;

         o  at the time the mortgage was entered into and up to and including
            the date of the bond issue confirmation certificate, the mortgage
            manager has complied in all material aspects



                                       40


            with all applicable laws, including without limitation, where
            applicable, the UCCC where failure to do so would:

            o  adversely affect the amounts recoverable from the borrower or the
               benefit of the security provided by the mortgage or its coverage
               under the relevant Approved Mortgage Insurance Policy or would
               allow the insurer under the relevant Approved Mortgage Insurance
               Policy to reduce or avoid a claim under the terms of the Approved
               Mortgage Insurance Policy or at law; or

            o  result in any continuing liability under the UCCC to the fund in
               respect of which the Securitization Fund Bond Issue Direction
               referred to in this certificate has been given.

         o the performance by the mortgage manager of its obligations in respect
           of the mortgage (including any variations, discharge, release
           administration, servicing and enforcement) up to and including the
           date of the bond issue confirmation certificate complied in all
           material aspects with all applicable laws including, where
           applicable, the UCCC where failure to do so would:

            o  adversely affect the amounts recoverable from the borrower or the
               benefit of the security provided by the mortgage or its coverage
               under the relevant Approved Mortgage Insurance Policy or would
               allow the insurer under the relevant Approved Mortgage Insurance
               Policy to reduce or avoid a claim under the terms of the Approved
               Mortgage Insurance Policy or at law; or

            o  result in any continuing liability under the UCCC to the fund in
               respect of the Securitization Fund Bond Issue Direction referred
               to in this certificate has been given.

         o  the mortgage is denominated in and payable in Australian dollars;

         o  except where the relevant mortgage insurer under the applicable
            Approved Mortgage Insurance Policy otherwise agrees, the principal
            outstanding at the time the mortgage was entered into did not exceed
            the maximum principal amount at that time which may be lent without
            the approval of the relevant mortgage insurer under the applicable
            Approved Mortgage Insurance Policy;

         o  the housing loan secured by the mortgage is repayable on fully
            amortizing terms within 30 years of the date of the securitization
            fund bond issue direction and at least one year before the final
            maturity date of the notes;

         o  subject to the terms of the applicable Approved Mortgage Insurance
            Policy, the mortgage is covered by an Approved Mortgage Insurance
            Policy for an amount not less than 100% of the amounts outstanding
            under the mortgage, which policy also includes timely payment cover
            in respect of housing loan installments;

         o  the housing loan secured by the mortgage has been or is fully drawn;

         o  the current ratio that the principal amount of the housing loan
            bears to the value of the property at the time the housing loan is
            made was equal to or less than 90% or such higher ratio as approved
            by each designated rating agency;


                                       41


         o  the housing loan secured by the mortgage does not represent a direct
            or indirect obligation of an employee of the mortgage manager or the
            manager who has influence in the setting of interest rates for
            housing loans by the mortgage manager or the manager;

         o  nothing has come to the attention of the mortgage manager which
            would constitute a breach of the terms of the relevant Approved
            Mortgage Insurance Policy by Perpetual Trustees Australia Limited,
            the manager or the mortgage manager;

         o  the mortgage is not in arrears, or if it is in arrears, it will not
            be more than 30 days in arrears;

         o  to the best of the mortgage manager's knowledge and belief no other
            material event of default has occurred with respect to the mortgage
            that has not been waived ;

         o  Perpetual Trustees Australia Limited is entitled to enforce in its
            own name the mortgage and to the extent of its interest and the
            interest of the mortgagor under any policy of Property Insurance in
            relation to the property which is the subject of the mortgage, any
            such policy of Property Insurance;

         o  the mortgage and, if necessary any Collateral Security, have been
            stamped, or have been lodged for stamping accompanied by a bank
            check, for the full amount secured thereby;

         o  the mortgage has been duly registered by, or is in registrable form
            and will be lodged for registration forthwith upon its stamping
            with, the Land Titles Office in the state or territory in which the
            property which is the subject of the mortgage is situated and, if
            necessary, any Collateral Security has been registered or is in
            registrable form and will be lodged for registration forthwith upon
            its stamping;

         o  the housing loan is not secured by residential properties under
            construction; and

         o  all components of any housing loan being a split loan will be
            acquired by the fund.

         The issuer trustee has not investigated or made any inquiries regarding
the accuracy of these representations and warranties and has no obligation to do
so. The issuer trustee is entitled to rely entirely upon the representations and
warranties being correct, unless an officer of the issuer trustee involved in
the administration of the fund has actual notice to the contrary.

BREACH OF REPRESENTATIONS AND WARRANTIES

         If the manager determines that any representation or warranty by the
mortgage manager in the bond issue confirmation certificate with respect to a
mortgage forming part of the fund is false or misleading, at the election of the
manager either of the mortgage manager or the trustee of Origination Fund No. 3
will be obliged at the request of the manager to either (at the election of the
manager):

         o  repurchase the mortgage; or

         o  repurchase and substitute or substitute a mortgage in which event
            the manager shall be obliged to comply with provisions described
            below with respect to the substitution of housing loans,

within 120 days after the giving of the bond issue confirmation certificate.


                                       42


SUBSTITUTION OF HOUSING LOANS

         The manager may, within 120 days after the giving of the bond issue
confirmation certificate, determine to suspend to the extent necessary the
obligations of the issuer trustee to treat as Principal Collections so much of
the payments in respect of principal on the repurchase of a housing loan by ME,
or the trustee of Origination Fund No. 3, following a breach of representation
by ME. Any of these suspended payments of principal ("SUSPENDED MONEYS"), shall
be used in the manner set forth in the following paragraph.

         The manager may only make a determination to allow Suspended Moneys as
set forth above:

         o  for the purpose of directing the issuer trustee to apply the
            Suspended Moneys in the purchase of substitute housing loans from
            Origination Fund No. 3;

         o  if the final payment date on each substitute housing loan is at
            least one year before the final maturity date of the notes;

         o  if the manager has given the rating agencies not less than 5 Banking
            Days notice or such shorter period as the rating agencies may agree;

         o  if the manager receives confirmation from the rating agencies that
            the purchase by the issuer trustee of the substitute housing loans
            will not adversely affect the then current rating of the notes;

         o  if:

            o  the issuer trustee receives from the manager a completed mortgage
               transfer proposal in relation to the substitute housing loan no
               later than 2 Banking Days prior to the date referred to in the
               mortgage transfer proposal for the purchase of the substitute
               housing loan;

            o  the manager certifies to the issuer trustee that the proposed
               substitute housing loan is a housing loan for the purposes of the
               supplementary bond terms notice, and satisfies the requirements
               of the clause relating to the substitution of housing loans, as
               of the transfer date; and

            o  prior to or on the transfer date the issuer trustee obtains, or
               enters into agreements to obtain with effect from the transfer
               date, as issuer trustee of the fund the benefit of the
               enhancements and interest hedge (if any) referred to in the
               mortgage transfer proposal.

         If the provisions described above are satisfied then the substitute
housing loan shall be acquired from Origination Fund No. 3.

OTHER FEATURES OF THE HOUSING LOANS

         The housing loans have the following features.

         o  Interest is calculated daily and charged in arrears.


                                       43


         o  Payments can be on a monthly, bi-weekly or weekly basis. Payments
            are made by borrowers using a number of different methods, including
            cash payments at branches, checks, salary deductions and in most
            cases automatic transfer.

         o  The housing loans are governed by the laws of one of the following
            Australian States or Territories:

            o  New South Wales;

            o  Victoria;

            o  Western Australia;

            o  Queensland;

            o  South Australia;

            o  Northern Territory;

            o  Tasmania; or

            o  the Australian Capital Territory.



                                       44


DETAILS OF THE HOUSING LOAN POOL

         The information in the following tables set out various details
relating to the housing loans to be sold to the fund on the closing date. The
information is provided as of the close of business on [*], 2005. The sum in any
column may not equal the total indicated due to rounding.

         Note that these details may not reflect the housing loan pool as of the
closing date because payments may be received on the housing loans prior to the
closing date or the manager may substitute loans proposed for sale with other
eligible housing loans or add additional eligible housing loans. The manager may
do this if, for example, the loans originally selected are repaid early.

         The manager will not add, remove or substitute any housing loans prior
to the closing date if this would result in a change of more than 5% in any of
the weighted average characteristics of the pool of housing loans described in
this prospectus, unless a revised prospectus is delivered to prospective
investors.


                                       45


[UPDATE]

                            HOUSING LOAN INFORMATION
                     ORIGINAL TERM TO MATURITY DISTRIBUTION

<TABLE>

                                                                           WEIGHTED
                                                                            AVERAGE      (%) BY         (%) BY
                                      NUMBER OF     BALANCE OUTSTANDING     CURRENT     NUMBER OF       BALANCE
RANGE OF ORIGINAL TERM (MONTHS)         LOANS               (A$)            LTV (%)       LOANS       OUTSTANDING
-------------------------------       ----------    -------------------   ----------    ---------     -----------



</TABLE>

                                       46



                REMAINING TERM TO MATURITY DISTRIBUTION [UPDATE]
<TABLE>


                                                                           WEIGHTED
                                                                           AVERAGE       (%) BY         (%) BY
                                     NUMBER OF    BALANCE OUTSTANDING      CURRENT      NUMBER OF       BALANCE
RANGE OF REMAINING TERM (MONTHS)       LOANS              (A$)             LTV (%)        LOANS       OUTSTANDING
-------------------------------      ----------   --------------------     ----------   ---------     -----------


</TABLE>


                                       47


                               SEASONING [UPDATE]
<TABLE>


                                                                          WEIGHTED
                                                                           AVERAGE       (%) BY         (%) BY
                                    NUMBER OF     BALANCE OUTSTANDING      CURRENT     NUMBER OF        BALANCE
RANGE OF SEASONING (MONTHS)           LOANS               (A$)             LTV (%)       LOANS        OUTSTANDING
-------------------------------     ----------    -------------------     ----------    ---------     -----------


</TABLE>


                                       48


                        GEOGRAPHIC DISTRIBUTION [UPDATE]

<TABLE>


                                                                            WEIGHTED
                                                                            AVERAGE     (%) BY          (%) BY
                                     NUMBER      BALANCE OUTSTANDING        CURRENT     NUMBER OF       BALANCE
REGION                               OF LOANS            (A$)               LTV (%)       LOANS       OUTSTANDING
-------------------------------      ----------   --------------------     ----------   ---------     -----------


</TABLE>


                                       49



                REMAINING PRINCIPAL BALANCE DISTRIBUTION [UPDATE]
<TABLE>


                                                                            WEIGHTED
                                                                            AVERAGE        (%) BY         (%) BY
                                      NUMBER       BALANCE OUTSTANDING      CURRENT       NUMBER OF      BALANCE
CURRENT BALANCE (A$)                  OF LOANS             (A$)             LTV (%)         LOANS      OUTSTANDING
-------------------------------      ----------   --------------------     ----------     ---------    -----------


</TABLE>

                        DISTRIBUTION OF INSURERS [UPDATE]

<TABLE>

                                                                          WEIGHTED
                                                                           AVERAGE       (%) BY         (%) BY
                                       NUMBER OF   BALANCE OUTSTANDING     CURRENT     NUMBER OF        BALANCE
INSURING COMPANY NAME                    LOANS             (A$)            LTV (%)       LOANS        OUTSTANDING
-------------------------------       ----------   --------------------   ----------   ---------      -----------


</TABLE>


                                       50



                   CURRENT LOAN TO VALUE DISTRIBUTION [UPDATE]
<TABLE>


                                                                           WEIGHTED
                                                                           AVERAGE         (%) BY         (%) BY
                                 NUMBER OF      BALANCE OUTSTANDING        CURRENT        NUMBER OF       BALANCE
RANGE OF CURRENT LTV (%)           LOANS                (A$)               LTV (%)          LOANS       OUTSTANDING
-------------------------------  ----------     --------------------      ----------      ---------     -----------


</TABLE>


                  DISTRIBUTION OF CURRENT COUPON RATES [UPDATE]

<TABLE>


                                                                              WEIGHTED
                                                                               AVERAGE       (%) BY       (%) BY
                                       NUMBER OF     BALANCE OUTSTANDING       CURRENT     NUMBER OF      BALANCE
RANGE OF CURRENT COUPON RATES (%)        LOANS               (A$)              LTV (%)       LOANS      OUTSTANDING
-------------------------------        ----------    --------------------     ----------   ---------    -----------


</TABLE>


                            OCCUPANCY STATUS [UPDATE]

<TABLE>


                                                                             WEIGHTED
                                                                              AVERAGE       (%) BY        (%) BY
                                       NUMBER OF     BALANCE OUTSTANDING      CURRENT     NUMBER OF      BALANCE
OCCUPANCY  STATUS                        LOANS               (A$)             LTV (%)       LOANS      OUTSTANDING
-------------------------------        ----------   --------------------     ----------   ---------    -----------


</TABLE>

                              LOAN PURPOSE [UPDATE]

<TABLE>

                                                                             WEIGHTED
                                                                              AVERAGE       (%) BY        (%) BY
                                                     BALANCE OUTSTANDING      CURRENT     NUMBER OF      BALANCE
LOAN PURPOSE                     NUMBER OF LOANS             (A$)             LTV (%)       LOANS      OUTSTANDING
-------------------------------  ---------------     --------------------     ----------   ---------     -----------


</TABLE>

                             PROPERTY TYPE [UPDATE]

<TABLE>


                                                                              WEIGHTED
                                                                               AVERAGE      (%) BY        (%) BY
                                                     BALANCE OUTSTANDING       CURRENT     NUMBER OF     BALANCE
PROPERTY TYPE                    NUMBER OF LOANS             (A$)              LTV (%)       LOANS     OUTSTANDING
-------------------------------  ---------------     --------------------     ----------   ---------     -----------


</TABLE>

                               LOAN TYPE [UPDATE]

<TABLE>


                                                                              WEIGHTED
                                                                               AVERAGE       (%) BY       (%) BY
                                       NUMBER OF     BALANCE OUTSTANDING       CURRENT     NUMBER OF      BALANCE
LOAN TYPE                                LOANS               (A$)              LTV (%)       LOANS      OUTSTANDING
-------------------------------      --------------- --------------------     ----------   ---------     -----------


</TABLE>


                                       51


                 MONTHS UNTIL FIXED RATE PERIOD EXPIRES [UPDATE]

<TABLE>


                                                                            WEIGHTED
                                                                             AVERAGE        (%) BY        (%) BY
                                       NUMBER OF    BALANCE OUTSTANDING      CURRENT      NUMBER OF       BALANCE
RANGE OF MONTHS UNTIL EXPIRATION         LOANS             (A$)              LTV (%)        LOANS       OUTSTANDING
-------------------------------      ------------   --------------------    ----------    ---------     -----------


</TABLE>



                                       52


                    POOL PROFILE BY YEAR OF MATURITY [UPDATE]

<TABLE>

                                                                    WEIGHTED
                           NUMBER OF     BALANCE OUTSTANDING     AVERAGE CURRENT   (%) BY NUMBER   (%) BY BALANCE
    YEAR OF MATURITY         LOANS               (A$)                LTV (%)         OF LOANS        OUTSTANDING
-----------------------    ---------     --------------------    ---------------   --------------  --------------


</TABLE>


                                       53



                       SUPERANNUATION MEMBERS' HOME LOANS
                            RESIDENTIAL LOAN PROGRAM

ORIGINATION PROCESS

         The housing loans to be transferred to the fund were originated for the
SMHL program from new loan applications and refinancings of acceptable housing
loans. The portfolio of housing loans includes fully amortizing variable and one
to five year fixed rate loans which automatically convert to variable rate
mortgages at the end of their fixed rate term and interest only loans under
which interest only is paid at a variable or fixed rate for a period of up to
five years after which the loan reverts to a principal and interest basis for
the balance of the loan term. At the end of the fixed term borrowers may elect
to fix their loan for an additional term. MEPM sources its housing loans through
ME's national branch network, national telemarketing center and mobile lenders.
MEPM has extensive relationships with a large range of superannuation funds and
unions. Ordinarily, it is a requirement in order to apply for an MEPM mortgage
that at least one of the applicants whose name appears on the application form
must be a member of a participating superannuation fund or union. As such, MEPM
has access to a "captured" client base of both superannuation and union members
which has enabled the company to streamline and centralize the origination and
administration process and distribute its products at a very competitive cost.

APPROVAL AND UNDERWRITING PROCESS

         The mortgage manager processes housing loan applications in accordance
with the mortgage manager's approval policies, the framework of which is derived
from traditional mortgage lending principles relating to:

         o  capacity/serviceability - ascertaining and confirming an applicant's
            ability to meet their financial obligations;

         o  character - ascertaining and confirming an applicant's willingness
            to meet their financial obligations; and

         o  collateral/security - credit accommodations backed by mortgage
            secured residential type properties.

         The mortgage manager constantly monitors these policies to ensure that
they are maintained in line with the Australian lending environment. Thus, the
mortgage manager's approval policies are guidelines only and may be changed from
time to time. The mortgage manager, in providing residential loans to borrowers
does not divide borrowers into groups of differing credit quality for the
purpose of setting standard interest rates for its residential housing loans.

         The mortgage manager's approval policies set out the underwriting
criteria that are used in assessing the housing loan applications, determining
the suitability of the loan applicants, and evaluating the value and adequacy of
the property being used as security for the housing loan. The underwriting
criteria includes the following:

         o  the individual applicant must be a minimum of 18 years of age;

         o  an analysis of the legal capacity of the applicant entering into the
            loan contract;

         o  an analysis of the applicant's employment history/eligible income
            sources;

         o  satisfactory credit checks;


                                       54


         o  satisfactory savings history/loan repayment history; and

         o  financial capacity to repay the housing loan.

         The minimum loan amount available is forty thousand Australian dollars
(A$40,000) (other than in Tasmania, where the minimum loan amount is twenty
thousand Australian dollars (A$20,000)). While there is no maximum loan amount
limit, loan amounts in excess of [SEVEN HUNDRED AND FIFTY THOUSAND AUSTRALIAN
DOLLARS (A$750,000)] require the prior approval of the mortgage insurer. The
minimum term for a housing loan is five (5) years and the maximum term for a
housing loan is thirty (30) years.

         An amount will be lent up to a maximum LTV of 90%. Lenders' mortgage
insurance, providing 100% coverage against loss on the entire housing loan, is
mandatory for all housing loans.

         In order to be provided with an SMHL program home loan, all loan
applications must satisfy the mortgage manager's approval criteria as set out
later in this section. The approval process includes verifying the borrowers
application details, assessing their debt servicing ability and determining the
value of the mortgaged property, in the manner set forth below.

APPLICATION VERIFICATION AND DEBT SERVICING ABILITY

         When an applicant submits a request for a loan, an assessment is made
of the applicant's ability to service the loan. This assessment is based on the
applicant's income, savings and/or credit history and individual commitments.
Verification of an applicant's information is a key part of the approval
process.

NEW LOANS / NEW APPLICANTS

         The mortgage manager verifies all income and other application criteria
on all loan applications by reviewing documentation, which includes but is not
limited to the following:

         o  tax returns or payment summaries (formerly known as group
            certificates);

         o  income confirmation, via, pay slip or letter of employment;

         o  superannuation statements / union membership;

         o  signed contract of sale (or relevant state contract);

         o  for refinance properties, a loan statement from another financial
            institution confirming satisfactory conduct; and

         o  for self-employed applicants, two years of certified annual
            financial statements and both personal and company tax returns.

         In addition, the mortgage manager performs a credit check of each
potential borrower with a credit reference agency.

         The applicant's ability to repay a loan is assessed on the basis of net
disposable income against borrower commitments. Net disposable income is
calculated by the mortgage manager taking into account all regular sources of
income and adjusting for taxation, other credit facilities and living expenses.


                                       55


         Applicants must demonstrate the capacity to repay that housing loan
installment using net disposable income. For the purpose of these calculations,
scheduled repayments on the housing loan are presently calculated on the basis
of an interest rate 2% higher than the current variable interest rate (or the
applicable fixed interest rate, if higher).

         Credit decisions are made by employees of the mortgage manager who hold
varying levels of delegated lending authorities. These delegated lending
authorities represent approval limits that are set and monitored by management,
and are based upon the level of experience of credit staff. Decisions to
recommend and approve loan applications are made within these delegated lending
authorities.

         Housing loan applications are initially received by the mortgage
manager and then allocated to staff for assessment and approval based upon their
approved delegated lending authorities. To the extent that an application is
received and is outside the approval authority of a credit officer, then a final
decision for approval of the loan is made by credit staff with a higher
delegated lending authority.

         Loans outside the mortgage manager's and MEPM's agreed delegated
underwriting authority are referred to the applicable mortgage insurer for
approval.

TOP-UP LOANS / EXISTING BORROWERS

         Top-up loans are assessed as additional extensions of credit on an
existing borrower's loan amount. Under certain conditions a "Short Form"
assessment is undertaken for top-ups, where the mortgage manager verifies the
borrower's ability to service the loan by confirming that:

         o  the top-up amount requested does not exceed $100,000;

         o  the total exposure to the borrower (including the top-up) is less
            than $500,000;

         o  the current loan has been operating for greater than 6 months and no
            arrears events have occurred;

         o  there has been a full loan application completed within the past 2
            years; and

         o  an acknowledgement has been received from the borrower that the
            borrower's financial position and employment conditions have not
            changed since their last application.

         Updated proof of income is not required unless an increase in the
borrower's income is required to prove the borrower's ability to service the
loan.

         For all top-up loan applications that do not meet all of these
"Short-Form" assessment criteria, the standard criteria for new applicants is
applied, as described above under the heading "--New loans / new applicants".

VALUATION OF MORTGAGES

         For successful applications, the maximum allowable LTV must be less
than or equal to 90% for the processing to proceed. For certain security
property types this LTV must be lower than 90%. The determining factor is the
assessed risk attached to the property to be secured (for example, converted
warehouses are allocated a maximum LTV of 50%). The LTV requirements adopted
from time to time by the mortgage manager are approved by the mortgage insurer.


                                       56


         The property to be secured is required to be valued by an Approved
Valuer except in the circumstances described below under the headings
"--Purchases - new loans" and "--Top-up loans / existing borrowers".

         The value of the property for the purposes of determining the LTV is
the lower of the:

         o  contract price (for purchases or property construction); and

         o  the valuation amount (if required).

         The value may include fixed chattels which are defined as carpets,
blinds, curtains and light fittings.

                  PURCHASES - NEW LOANS

         Under certain criteria, a valuation from an Approved Valuer of a
property to be secured is not required, and the purchase price contained in the
contract of sale may be relied upon. The "no valuation policy" is based on
postcode regions within Australia that have been approved by the mortgage
insurer and under this policy a valuation from an approved valuer is not
required when the following criteria apply:

         o  purchase loans for a dwelling (in all states and territories, except
            Sydney metropolitan postcodes), where the LTV is less than or equal
            to 85% and the total loan amount is less than or equal to A$300,000,
            or alternatively where the total loan amount is less than or equal
            to A$250,000;

         o  purchase loans for a dwelling in Sydney metropolitan postcodes where
            the LTV is less than or equal to 80% and the total loan amount is
            less than or equal to A$400,000;

         o  purchase loans for vacant land, where the LTV is less than or equal
            to 90% and the total loan amount is less than or equal to A$200,000.

         In a purchase situation, the above exemptions will not apply (and a
valuation from an Approved Valuer must be obtained) if:

         o  the purchase is not conducted through a licensed real estate agent
            and is not at arm's length;

         o  the contract of sale is greater than three months old; or

         o  the security property is not located within policy specified
            locations in each state.

         For new loans involving new applicants and / or new securities for any
other purpose than purchases, a valuation from an Approved Valuer is required in
all cases.

         TOP-UP LOANS / EXISTING BORROWERS

         For existing borrowers requiring a top-up loan, under certain criteria,
a new valuation will not be required and an existing valuation from an Approved
Valuer or the purchase price contained in the original contract of sale may be
relied upon.

         The criteria are as follows:


                                       57


         o  the property is not in an excluded postcode region;

         o  the property value has been established in line with the mortgage
            manager's valuation policy guidelines within the following periods:

                   o  where the LTV is less than or equal to 80%, the property
                      value has been established within the past 3 years; and

                   o  where the LTV is greater than 80%, the property value has
                      been established within the past 2 years.

         If a request for a top-up loan is agreed to or granted by the mortgage
manager for one of the housing loans included in the fund, the issuer trustee
may fund such top-up loan it advances to borrowers from collections which
represent repayments or prepayments of principal on the housing loans or, if not
available, by drawings under a top-up funding facility in accordance with the
procedures described below in "Description of the Class A1 Notes--Top-up Loans."

SETTLEMENT PROCESS

         Once the mortgage manager has approved an application and a formal loan
offer has been accepted by an applicant, one of the mortgage manager's
residential credit areas arranges for documentation to be completed by an
approved solicitor in the relevant state.

         The approved solicitor prepares the loan security documentation and
dispatches the documents to the applicant for execution. Upon return of the
executed documents from the applicant, the solicitor certifies that the housing
loan security documentation meets the mortgage manager's security requirements,
enabling the mortgage manager to complete the funding arrangements for
settlement.

         Upon settlement, the mortgage is registered and the documents stored by
Perpetual Trustees Australia Limited. A condition of the mortgage is that the
mortgagor establish and maintain full replacement property insurance on the
related property.

CHANGES TO LENDING CRITERIA

         Investors should note that the lending criteria which are described
above, are regularly reviewed by the mortgage manager and as a result of these
reviews, may change from time to time.

SMHL PRODUCT TYPES

STANDARD VARIABLE RATE LOAN

         The Standard Variable Rate product is the SMHL program's traditional
benchmark product. It offers a variable rate of interest which is currently
adjusted at the discretion of the manager. The adjustment is traditionally in
line with changes in market interest rates; however, there is not a stated or
defined explicit link to interest rates in the financial markets. Standard
variable rate loans are convertible to a fixed rate mortgage product at the
borrower's request.

FIXED RATE LOAN

         The SMHL program also provides housing loans which bear a fixed rate of
interest for up to 5 years as of the closing cut-off date. At the end of that
fixed rate period, unless the interest rate is



                                       58


re-fixed at a rate and for a term agreed between the borrower and MEPM, the
loans will automatically convert to the standard variable rate of interest.

         MEPM will not allow the interest rate on a fixed rate loan to be
re-fixed at the end of its fixed rate term if it will result in a downgrade or
withdrawal of the rating of the notes.

SWITCHING INTEREST RATES

         MEPM does provide the borrower with an option to request a change from
a fixed interest rate to a variable interest rate, or vice versa. MEPM will not
allow conversion of a loan if it will result in a downgrade or withdrawal of the
rating of the notes. Any variable rate converting to a fixed rate product will
be matched by an increase in the fixed-floating rate swap to hedge the fixed
rate exposure.

INTEREST ONLY PERIODS

         Borrowers may select an interest only period for up to 5 years, after
which the housing loan reverts to a normal principal and interest basis for the
balance of the housing loan term with principal repayments applying upon
expiration of the interest only period so that the housing loan is repaid within
its original term. The interest rates applicable will be the same for the
standard variable rate or fixed rate products described above. The maximum LTV
for any housing loan with an interest only period is 90%. The interest only
housing loans are subject to the mortgage manager's usual housing loan servicing
criteria.

SUBSTITUTION OF SECURITY

         A  borrower may apply to the mortgage manager to achieve the following:

         o  substitute a different mortgaged property in place of the existing
            security property securing a housing loan;

         o  add a further mortgaged property as security for a loan which
            results in a reduction of the LTV; or

         o  release a mortgaged property from a mortgage.

         If the mortgage manager's credit criteria is satisfied and another
property is substituted for the existing security for the housing loan, the
mortgage which secures the existing housing loan may be discharged without the
borrower being required to repay the housing loan.

         If all of the following conditions occur, then the housing loan will
remain in the housing loan pool, secured by the new mortgage:

         o  a new property subject to a mortgage satisfies the requirements
            relating to a housing loan as specified above in "Description of the
            Assets of the Fund--Representations and Warranties Regarding the
            Housing Loans";

         o  the principal outstanding under the housing loan does not increase;

         o  the purchase of the new property by the borrower occurs
            simultaneously with the discharge of the original mortgage; and

         o  the new property is acceptable to the mortgage insurer.


                                       59


         If any of the following conditions occur, then a borrower will be
unable to change their existing mortgage arrangements:

         o  the new property does not satisfy the requirements relating to a
            housing loan as specified above in "Description of the Assets of the
            Fund--Representations and Warranties Regarding the Housing Loans";

         o  the principal outstanding under the housing loan will change (i.e.,
            increase); or

         o  settlement does not occur simultaneously with discharge.

REDRAWS

         The SMHL program's variable rate housing loans permit borrowers to
redraw principal repayments made in excess of scheduled principal repayments
during the period in which the relevant housing loan is charged a variable rate
of interest. Ordinarily, redraws must be for at least $2000 per transaction.
Borrowers may request a redraw at any time, but its availability is always at
the discretion of MEPM. The borrower may be required to pay a fee to MEPM in
connection with a redraw. This fee does not form part of the assets of the fund.
Currently, MEPM does not normally permit redraws on fixed rate housing loans. A
redraw will not result in the related housing loan being removed from the fund.

TOP-UP LOANS

         The SMHL program's variable rate housing loans permit borrowers to
top-up their housing loans (by increasing the principal advanced) during the
period in which the relevant housing loan is charged a variable rate of
interest. Each top-up request is subject to MEPM's top-up loan approval process.
MEPM will not honor a top-up request unless the value of the property securing
the housing loan is sufficient to secure the existing Outstanding Principal
Balance of that housing loan plus the additional advance. A top-up loan is
distinguishable from a redraw advance because a top-up advance is a new loan
which is not limited to prepayments of principal on the housing loan. Borrowers
may request a top-up at any time, but its availability is always at the
discretion of MEPM. Currently, MEPM does not normally permit top-up loans on
fixed rate housing loans. A top-up loan, which meets certain requirements as set
forth below under "Description of the Class A1 Notes--Top-up Loans," will not
result in the related housing loan being removed from the fund. Alternatively,
if the fund is unable to make a top-up loan because of failure to meet certain
requirements referred to herein, Origination Fund No. 3 may repurchase the
housing loan from the fund, at its outstanding principal balance, plus accrued
and unpaid interest, and provide the top-up loan separately to the applicable
borrower.

ULTIMATE ACCOUNTS

         Ultimate Accounts are facilities promoted to borrowers under the SMHL
programs. A borrower may elect to have their salary or other amounts paid in
full or in part into their housing loan account. If the prepayments on the
housing loans at anytime exceeds the amortized scheduled balance at that time,
borrowers may redraw by using a facility which provides for a check facility, a
direct debit and credit facility and a credit card which includes a debit card
facility ("Ultimate Account Mark I"). These disbursements are treated as
redraws.

         Ultimate Account Mark I is no longer offered to borrowers. A new
facility is now offered to borrowers ("Ultimate Account Mark II"). The only
material differences between each version of



                                       60


Ultimate Accounts is that the credit card in Ultimate Account Mark I is replaced
by a debit card in Ultimate Account Mark II.

         Westpac Banking Corporation (ABN 33 007 457 141) ("Westpac") in effect
acts as the clearing and settlement house for Perpetual Trustees Australia
Limited in respect of the check facility and the direct debit and credit
facility. Checks are drawn by Perpetual Trustees Australia Limited on its
account with Westpac. Borrowers are appointed as agent of Perpetual Trustees
Australia Limited to execute checks. The credit card arrangements for Ultimate
Account Mark I are provided to Perpetual Trustees Australia Limited by Westpac.
The debit card arrangements for the Ultimate Account Mark II are provided to
Perpetual Trustees Australia Limited by ME.

         Each of the facilities provided to Perpetual Trustees Australia Limited
by Westpac and ME are provided to Perpetual Trustees Australia Limited as
trustee of Origination Fund No. 3. Origination Fund No. 3 is reimbursed by the
fund under the redraw funding facility in respect of Origination Fund No. 3's
liabilities to Westpac and ME for redraws on the fund's housing loan where the
borrower has established an Ultimate Account. If the fund has insufficient
principal collections which are available to it and may be utilized to meet the
funds obligations on redraws to Origination Fund No. 3, Origination Fund No. 3
may under the redraw funding facility lend the fund the shortfall.

COMBINATION OR "SPLIT" HOUSING LOANS

         MEPM does provide the ability for a borrower to elect to split his/her
loan into separate funding portions which may, among other things, be subject to
different types of interest rates. Each part of the housing loan is effectively
a separate loan, even though all the separate loans are all secured by the same
mortgage.

         If a housing loan is split, each separate loan will remain in the fund
as long as each individual loan matures before the final maturity date of the
last maturing note. If any loan matures after the final maturity date of the
last maturing note, that loan will be removed from the fund and the Outstanding
Principal Balance of the loan will be repaid by Origination Fund No. 3. The
other segments of the "split" loan will also be removed from the fund and the
Outstanding Principal Balance of the loan will be repaid by Origination Fund No.
3.

HOUSING LOAN FEATURES AND OPTIONS

         Investors should note that the key features and characteristics which
are described above, are regularly reviewed by the manager and as a result of
these reviews, may change from time to time. Any changes made to these features
and characteristics would be subject to the manager's duty not to knowingly take
any action that would result in a reduction or withdrawal of the ratings given
to the notes by the rating agencies.

                         THE MORTGAGE INSURANCE POLICIES

         Each housing loan is insured under a mortgage insurance policy. Each
housing loan held by the fund is insured under one of the following master
mortgage insurance policies:

         o  master policy with the Commonwealth of Australia dated July 4, 1994;

         o  master policy with GE Mortgage Insurance Company Pty Limited (ABN 60
            106 974 305) dated December 12, 1997 (this master policy was
            formerly written with GE Mortgage Insurance Pty Limited (ABN 61 071
            466 334) which transferred this master



                                       61


            policy pursuant to a "scheme" described below under the heading
            "Description of the Mortgage Insurers"); or

         o  master policy with GE Mortgage Insurance Company Pty Limited (ABN 60
            106 974 305) which is effective from October 25, 1999 (this master
            policy was formerly written with GE Capital Mortgage Insurance
            Corporation (Australia) Pty Limited (ABN 52 081 488 440) and GE
            Mortgage Insurance Pty Limited (ABN 61 071 466 334) which
            transferred this master policy pursuant to a "scheme" described
            below under the heading "Description of the Mortgage Insurers").

         A separate insurance policy is issued in respect of each housing loan
on the terms of one of these master policies. Individual mortgage insurance is
effected on the date of origination of the housing loan. When the LTV is less
than 80%, the mortgage manager pays a single up-front premium. If the LTV is
equal to or greater than 80%, the mortgage manager pays a portion of a single
up-front premium and the borrower pays the remainder. After payment of the
up-front premium, no further premium is payable by either the borrower, the
mortgage manager or the issuer trustee, unless additional funds are made
available. The amounts paid by the mortgage manager are expensed to Origination
Fund No. 3.

         The benefit of the mortgage insurance policies will be held by the
issuer trustee and cease to be held by Perpetual Trustees Australia Limited in
its capacity as trustee of SMHL Warehousing Trust 2004-1 on the closing date in
respect of housing loans held by the fund.

         This section is a summary of the general provisions of the mortgage
insurance policies.

DESCRIPTION OF THE MORTGAGE INSURERS

THE COMMONWEALTH OF AUSTRALIA

         Housing Loans Insurance Corporation ("HLIC" or the "Statutory
Authority") was a Commonwealth Government statutory authority established under
the Housing Loans Insurance Act 1965 (Cth). With effect from December 15, 1997
the Commonwealth Government:

         o  transferred to the Commonwealth Government (pursuant to the Housing
            Loans Insurance Corporation (Transfer of Assets and Abolition) Act
            1996) (Cth) the liabilities of the Statutory Authority in relation
            to contracts of insurance to which the Statutory Authority was a
            party immediately before that day;

         o  established a new corporation, Housing Loans Insurance Corporation
            Limited (ACN 071 466 334), which has since changed its name to GE
            Mortgage Insurance Pty Limited, to manage these contracts of
            insurance on behalf of the Commonwealth of Australia; and

         o  sold that new corporation (including the assets and infrastructure
            of the Statutory Authority) to GE Capital Australia, which is a
            wholly owned subsidiary of General Electric Company ("GE").

         References in this Prospectus to "HLIC" are, with respect to contracts
of insurance to which the Statutory Authority was a party on or before December
12, 1997 and which are now vested in the Commonwealth of Australia.


                                       62


GE MORTGAGE INSURANCE COMPANY PTY LIMITED

         GE Capital Mortgage Insurance Corporation (Australia) Pty Limited
commenced operations in March 1998 and was established by GE as a sister company
to GE Mortgage Insurance Pty Limited. It is also a wholly owned subsidiary of GE
Capital Australia.

         Together GE Mortgage Insurance Pty Limited and GE Capital Mortgage
Insurance Corporation (Australia) Pty Limited insured all loans between December
15, 1997 and March 31, 2004.

         On March 31, 2004 the lenders mortgage insurance ("LMI") businesses
(including all of the LMI policies written during such period) of GE Mortgage
Insurance Pty Limited and GE Capital Mortgage Insurance Corporation (Australia)
Pty Limited were transferred to a new entity - GE Mortgage Insurance Company Pty
Limited.

         The transfer of the LMI policies was made pursuant to two separate
schemes under the Insurance Act 1973 (Cth) ("Insurance Act") approved by both
APRA and the Federal Court of Australia. One scheme effected the transfer of LMI
policies issued by GE Mortgage Insurance Pty Limited and the other scheme
effected the transfer of LMI policies issued by GE Capital Mortgage Insurance
Corporation (Australia) Pty Limited.

         Upon the completion of the transfer, the then current claims paying
ratings for both GE Mortgage Insurance Pty Limited and GE Capital Mortgage
Insurance Corporation (Australia) Pty Limited ("AA" by S&P and Fitch and "Aa2"
by Moody's) were withdrawn and identical ratings were issued by all three local
ratings agencies in respect of GE Mortgage Insurance Company Pty Limited.

         As at December 31, 2004, GE Mortgage Insurance Company Pty Limited had
total assets of A$1,852,434,000 and shareholder's equity of a A$1,158,409,000.

         On or about May 24, 2004, GE Mortgage Insurance Company Pty Limited
became a wholly owned subsidiary of a newly incorporated and U.S. domiciled
entity, Genworth Financial, Inc. (NYSE: GNW). Genworth Financial, Inc. is a
leading insurance company in the United States, serving the lifestyle
protection, retirement income, investment and mortgage insurance needs of more
than 15 million customers in 20 countries including the U.S., Canada, Australia,
and more than a dozen European countries. Genworth Financial, Inc.'s rated
mortgage insurance companies have financial strength ratings of "AA" (Very
Strong) from Standard & Poor's, "Aa2" (Excellent) from Moody's and "AA" (Very
Strong) from Fitch.

         General Electric Company is currently the majority owner of Genworth
Financial, Inc. General Electric Company is a diversified industrial and
financial services company with operations in over 100 countries. General
Electric Company is rated AAA by Standard & Poor's and Aaa by Moody's. General
Electric Company is the indirect owner of lenders mortgage insurance business in
the United States, United Kingdom, Canada, New Zealand and Australia.

         The principal place of business of GE Mortgage Insurance Company Pty
Limited is Level 23, 259 George Street, Sydney, New South Wales, Australia.

PERIOD OF COVER

         The issuer trustee has the benefit of a master mortgage insurance
policy in respect of each housing loan insured under it from the closing date
until the earliest of:


                                       63


         o  if the housing loan or the mortgage securing the housing loan is
            beneficially assigned by the party then insured, midnight on the day
            immediately preceding such assignment;

         o  the date the housing loan or the mortgage securing the housing loan
            is assigned, transferred or mortgaged to a party other than
            Perpetual Trustees Australia Limited;

         o  the date the housing loan is repaid in full;

         o  the date the housing loan ceases to be secured by the relevant
            mortgage other than where the mortgage is discharged by the
            operation of a compulsory acquisition or sale by a government for
            public purpose;

         o  the date the master mortgage insurance policy is cancelled in
            respect of the housing loan in accordance with the terms of the
            master mortgage insurance policy; and

         o  the maturity date set out in the certificate of insurance issued by
            the mortgage insurer in relation to the housing loan or as extended
            with the consent of the mortgage insurer or as varied by a court
            under the UCCC.

LOSS COVERAGE

         If a loss date occurs in respect of a housing loan insured under a
master mortgage insurance policy, the mortgage insurer will pay to the issuer
trustee the loss in respect of a housing loan.

         A loss date means:

         o  if a default occurs under the insured loan and the mortgaged
            property is sold pursuant to enforcement proceedings, the date on
            which the sale is completed;

         o  if a default occurs under the insured loan and the issuer trustee or
            a prior approved mortgagee becomes the absolute owner by foreclosure
            of the mortgaged property, the date on which this occurs;

         o  if a default occurs under the insured loan and the mortgagor sells
            the mortgaged property with the prior approval of the issuer trustee
            and the mortgage insurer, the date on which the sale is completed;

         o  if the mortgaged property is compulsorily acquired or sold by a
            government for public purposes and there is a default under the
            housing loan, or, where the mortgage has been discharged by the
            operation of the compulsory acquisition or sale and there is a
            failure in repayment of the housing loan which would have been a
            default but for the occurrence of compulsory acquisition, the later
            of the date of the completion of the acquisition or sale or 28 days
            after the date of the default; or

         o  where the mortgage insurer has agreed to pay a claim under the
            master mortgage insurance policy, the date specified in that
            agreement.

         A "default" in respect of an insured housing loan means any event which
triggers the issuer trustee's power of sale in relation to the mortgaged
property.


                                       64


         The loss payable by the mortgage insurer to the issuer trustee in
respect of an insured loan is the amount outstanding, less the deductions
referred to below, in relation to the housing loan, in each case calculated as
of the loss date.

         The amount outstanding under a housing loan is the aggregate of the
following:

         o  the principal amount outstanding together with any interest, fees or
            charges outstanding as of the loss date;

         o  fees and charges paid or incurred by the issuer trustee; and

         o  other amounts, including fines or penalties, approved by the
            mortgage insurer;

which the issuer trustee is entitled to recover under the housing loan or a
related guarantee. If the UCCC applies to the relevant housing loan, the amount
outstanding shall not exceed the amount required to pay out the housing loan as
calculated in accordance with the UCCC at the last date prior to the loss date.

         The mortgage insurer may make the following deductions:

         o  where the mortgaged property is sold, the sale price or where the
            mortgaged property is compulsorily acquired, the amount of
            compensation, less, in either case, any amount required to discharge
            any approved prior mortgage;

         o  where foreclosure action occurs, the value of the issuer trustee's
            interest in the mortgaged property, including the interest of any
            unapproved prior mortgagee;

         o  any amount received by the issuer trustee under any collateral
            security;

         o  any amounts paid to the issuer trustee by way of rents, profits or
            proceeds in relation to the mortgaged property or under any
            insurance policy for the mortgaged property and not applied in
            restoration or repair;

         o  any interest that exceeds interest at the non-default interest rate
            payable in relation to the housing loan;

         o  any fees or charges other than:

            o  premiums for general insurance policies, levies and other charges
               payable to a body corporate under the Australian strata titles
               system, rates, taxes and other statutory charges;

            o  reasonable and necessary legal and other fees and disbursements
               of enforcing or protecting the issuer trustee's rights under the
               housing loan, up to a maximum of A$2,000, unless otherwise
               approved in writing by the mortgage insurer;

            o  repair maintenance and protection of the mortgaged property, up
               to a maximum amount of A$1,000, unless otherwise approved in
               writing by the mortgage insurer; and


                                       65


         o  reasonable costs of the sale of the mortgaged property up to a
            maximum amount of A$1,000 plus selling agent's commission, unless
            otherwise approved in writing by the mortgage insurer.

         In addition, if any fees and charges exceed those recoverable under the
         UCCC less any amount that must be accounted for to the borrower or the
         relevant mortgagor they will be excluded;

         o  losses arising out of damage to the mortgaged property other than:

            o  fair wear and tear; or

            o  losses recovered and applied in the restoration or repair of the
               mortgaged property prior to the loss date or losses recovered
               under a general insurance policy and applied to reduce the amount
               outstanding under the housing loan;

         o  any amounts by which a claim may be reduced under the master
            mortgage insurance policy; and

         o  any deductible or amount specified in the schedule to the master
            mortgage insurance policy.

         A claim for loss in respect of a housing loan must be made within 28
days from the relevant loss date unless the mortgage insurer agrees otherwise.

EXCLUSIONS

         A master mortgage insurance policy does not cover any loss arising
from:

         o  any war or warlike activities;

         o  the use, existence or escape of nuclear weapons or nuclear
            contamination;

         o  the existence or escape of any pollution or environmentally
            hazardous material;

         o  the fact that the housing loan or any collateral security is void or
            unenforceable;

         o  any failure of the housing loan or collateral security to comply
            with the requirements of the UCCC; or

         o  under the master policy with GE Mortgage Insurance Company Pty Ltd
            effective as of October 25, 1999 (formerly written with GE Capital
            Mortgage Insurance Corporation (Australia) Pty Limited and GE
            Mortgage Insurance Pty Limited) only, the failure of the issuer
            trustee's computer system to be year 2000 ready as specified in the
            master mortgage insurance policy.

TIMELY PAYMENT COVER

         Each mortgage insurance policy also includes a timely payment cover for
losses resulting from the failure of a borrower to pay all or part of a regular
installment payment when due and that failure continues for 14 days after the
due date. The loss covered by a timely payment cover is the amount by which the
actual payment, if any, received by the issuer trustee is less than the amount
of the regular payment, calculated at the non-default interest rate for the
housing loan less any amount



                                       66


by which a claim may be reduced under the master mortgage insurance policy. If
the UCCC applies to the housing loan, the maximum loss payable in respect of a
repayment installment shall be the amount of the repayment installment in
accordance with the UCCC. The timely payment cover on each housing loan will
cover up to an aggregate of 12 repayment installments.

REFUSAL OR REDUCTION IN CLAIM

         The mortgage insurer may refuse or reduce the amount of a claim with
respect to a housing loan by the amount that fairly represents the extent by
which its interests have been prejudiced by the issuer trustee's failure to
comply with any condition, provision or requirement of the mortgage insurance
policy, including if:

         o  the mortgaged property is not insured under a general homeowner's
            insurance policy;

         o  there is not a mortgage manager approved by the mortgage insurer;

         o  the insured mortgage or any collateral security has not been duly
            stamped and registered in the relevant Australian jurisdiction;

         o  the issuer trustee does not comply with the obligation to seek the
            mortgage insurer's consent under certain circumstances; or

         o  the issuer trustee does not comply with certain reporting
            obligations.

                        DESCRIPTION OF THE CLASS A1 NOTES

GENERAL

         The issuer trustee will issue the Class A1 notes on the closing date
pursuant to a direction from the manager to the issuer trustee to issue the
notes on the terms of the master trust deed, the supplementary bond terms notice
and the note trust deed. The notes will be governed by the laws of New South
Wales. The following summary describes the material terms of the Class A1 notes.
The summary does not purport to be complete and is subject to the terms and
conditions of the note trust deed and the other transaction documents. The Class
A1 noteholders are bound by, and deemed to have notice of, all the provisions of
the transaction documents. The Class A1 notes constitute direct, unconditional
and general obligations of the issuer trustee, in its capacity as trustee of the
fund and in no other capacity, to be met from the assets of the fund and
(subject to provisions set forth in this prospectus) rank and will rank pari
passu, without any preference among themselves. The Class A1 notes rank and will
rank equally with the Class A2 notes and without any preference among the Class
A1 notes and the Class A2 notes.

FORM OF THE CLASS A1 NOTES

         BOOK-ENTRY REGISTRATION

         The Class A1 notes will be issued only in permanent book-entry format
in minimum denominations of US$100,000 or integral multiples thereof. The Class
A1 notes will be deposited upon issuance with a custodian for the Depository
Trust Company, or DTC, in New York, New York and will be registered in the name
of Cede & Co., as nominee for DTC, in each case for credit to an account of a
direct or an indirect participant of DTC as described below. Unless definitive
notes are issued, all references to actions by the Class A1 noteholders will
refer to actions taken by DTC upon instructions from its participating
organizations and all references in this prospectus to



                                       67


distributions, notices, reports and statements to Class A1 noteholders will
refer to distributions, notices, reports and statements to DTC or its nominee,
as the registered noteholder, for distribution to owners of the Class A1 notes
in accordance with DTC's procedures.

         Class A1 noteholders may hold their interests in the notes through DTC,
in the United States, or Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg") or the Euroclear System, in Europe, if they are participants in
those systems, or indirectly through organizations that are participants in
those systems. Cede & Co., as nominee for DTC, will hold the Class A1 notes.
Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of
their respective participants, through customers' securities accounts in
Clearstream, Luxembourg's and Euroclear's names on the books of their respective
depositaries. The depositaries in turn will hold the positions in customers'
securities accounts in the depositaries' names on the books of DTC.

         DTC is:

         o  a limited-purpose trust company organized under the New York Banking
            Law;

         o  a "banking organization" within the meaning of the New York Banking
            Law;

         o  a member of the Federal Reserve System;

         o  a "clearing corporation" within the meaning of the New York Uniform
            Commercial Code; and

         o  a "clearing agency" registered under the provisions of Section 17A
            of the Exchange Act.

         DTC holds securities for its participants and facilitates the clearance
and settlement among its participants of securities transactions, including
transfers and pledges, in deposited securities through electronic book-entry
changes in its participants' accounts. This eliminates the need for physical
movement of securities. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other organizations. Indirect
access to the DTC system is also available to others including securities
brokers and dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
rules applicable to DTC and its participants are on file with the SEC.

         Transfers between participants on the DTC system will occur in
accordance with DTC rules. Transfers between participants on the Clearstream,
Luxembourg system and participants on the Euroclear system will occur in
accordance with their rules and operating procedures.

         Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,
Luxembourg participants or Euroclear participants, on the other, will be
effected by DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by that system's depositary. However, these
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in that system in
accordance with its rules and procedures and within its established deadlines,
European time. The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its
depositary to take action to effect final settlement on its behalf by delivering
or receiving securities in DTC, and making or receiving payment in accordance
with normal procedures for same-day funds settlement applicable to DTC.
Clearstream, Luxembourg participants and Euroclear participants may not deliver
instructions directly to their system's depositary.


                                       68


         Because of time-zone differences, credits of securities in Clearstream,
Luxembourg or Euroclear as a result of a transaction with a DTC participant will
be made during the subsequent securities settlement processing, dated the
Banking Day following the DTC settlement date. The credits for any transactions
in these securities settled during this processing will be reported to the
relevant Clearstream, Luxembourg participant or Euroclear participant on that
Banking Day. Cash received in Clearstream, Luxembourg or Euroclear as a result
of sales of securities by or through a Clearstream, Luxembourg participant or a
Euroclear participant to a DTC participant will be received and available on the
DTC settlement date. However, it will not be available in the relevant
Clearstream, Luxembourg or Euroclear cash account until the Banking Day
following settlement in DTC.

         Purchases of Class A1 notes held through the DTC system must be made by
or through DTC participants, which will receive a credit for the Class A1 notes
on DTC's records. The ownership interest of each actual Class A1 noteholder is
in turn to be recorded on the DTC participants' and indirect participants'
records. Class A1 noteholders will not receive written confirmation from DTC of
their purchase. However, Class A1 noteholders are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the DTC participant or indirect participant
through which the Class A1 noteholder entered into the transaction. Transfers of
ownership interests in the Class A1 notes are to be accomplished by entries made
on the books of DTC participants acting on behalf of the Class A1 noteholders.
No Class A1 noteholder will receive definitive notes representing its ownership
interest in any Class A1 note unless one of the events described under
"--Definitive Notes" occurs.

         To facilitate subsequent transfers, all securities deposited by DTC
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of securities with DTC and their registration in the name of Cede &
Co. effects no change in beneficial ownership. DTC has no knowledge of the
actual Class A1 noteholders of the Class A1 notes; DTC's records reflect only
the identity of the DTC participants to whose accounts the Class A1 notes are
credited, which may or may not be the actual beneficial owners of the Class A1
notes. The DTC participants will remain responsible for keeping account of their
holdings on behalf of their customers.

         Conveyance of notices and other communications by DTC to DTC
participants, by DTC participants to indirect participants, and by DTC
participants and indirect participants to Class A1 noteholders will be governed
by arrangements among them and by any statutory or regulatory requirements as
may be in effect from time to time.

         Neither DTC nor Cede & Co. will consent or vote on behalf of the Class
A1 notes. Under its usual procedures, DTC mails an omnibus proxy to the Class A
note trustee as soon as possible after the record date, which assigns Cede &
Co.'s consenting or voting rights to those DTC participants to whose accounts
the Class A1 notes are credited on the record date, identified in a listing
attached to the proxy.

         Principal and interest payments on the Class A1 notes will be made by
the issuer trustee to the principal paying agent and by the principal paying
agent to DTC. DTC's practice is to credit its participants' accounts on the
applicable payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payment
on that payment date. Standing instructions, customary practices, and any
statutory or regulatory requirements as may be in effect from time to time will
govern payments by DTC participants to Class A1 noteholders. These payments will
be the responsibility of the DTC participant and not of DTC, the issuer trustee,
the Class A note trustee or the principal paying agent. Payment of principal and
interest to DTC is the responsibility of the issuer trustee, disbursement of the
payments to DTC


                                       69


participants is the responsibility of DTC, and disbursement of the payments to
Class A1 noteholders is the responsibility of DTC participants and indirect
participants.

         DTC may discontinue providing its services as securities depository for
the Class A1 notes at any time by giving reasonable notice to the principal
paying agent. Under these circumstances, if a successor securities depository is
not obtained, definitive notes are required to be printed and delivered. See
"--Definitive Notes" below.

         ACCORDING TO DTC, THE FOREGOING INFORMATION ABOUT DTC HAS BEEN PROVIDED
FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO SERVE AS A
REPRESENTATION, WARRANTY, OR CONTRACT MODIFICATION OF ANY KIND.

         Clearstream, Luxembourg is a company with limited liability
incorporated under the laws of Luxembourg. Clearstream, Luxembourg holds
securities for its participating organizations and facilitates the clearance and
settlement of securities transactions between Clearstream, Luxembourg
participants through electronic book-entry changes in accounts of Clearstream,
Luxembourg participants, thereby eliminating the need for physical movement of
notes. Transactions may be settled in Clearstream, Luxembourg in multiple
currencies, including U.S. dollars.

         Clearstream, Luxembourg participants are financial institutions around
the world, including underwriters, securities brokers and dealers, banks, trust
companies, and clearing corporations. Indirect access to Clearstream, Luxembourg
is also available to others, including banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Clearstream, Luxembourg participant, either directly or indirectly.

         The Euroclear System was created in 1968 to hold securities for its
participants and to clear and settle transactions between Euroclear participants
through simultaneous electronic book-entry delivery against payment. This
eliminates the need for physical movement of notes. Transactions may be settled
in multiple currencies, including U.S. dollars.

         The Euroclear System is owned by Euroclear Clearance System Public
Limited Company and operated through a license agreement by Euroclear Bank
S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium, the
Euroclear Operator. The Euroclear operator is regulated and examined by the
Belgian Banking and Finance Commission and the National Bank of Belgium.

         Euroclear participants include banks, including central banks,
securities brokers and dealers and other professional financial intermediaries.
Indirect access to the Euroclear System is also available to other firms that
maintain a custodial relationship with a Euroclear participant, either directly
or indirectly.

         Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System. These terms and
conditions govern transfers of securities and cash within the Euroclear System,
withdrawal of securities and cash from the Euroclear System, and receipts of
payments for securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific notes to
specific securities clearance accounts. The Euroclear operator acts under these
terms and conditions only on behalf of Euroclear participants and has no record
of or relationship with persons holding through Euroclear participants.

         Distributions on the Class A1 notes held through Clearstream,
Luxembourg or Euroclear will be credited to the cash accounts of Clearstream,
Luxembourg participants or Euroclear participants in accordance with the
relevant system's rules and procedures, to the extent received by



                                       70


its depositary. These distributions must be reported for tax purposes in
accordance with United States tax laws and regulations. Clearstream, Luxembourg
or the Euroclear operator, as the case may be, will take any other action
permitted to be taken by a Class A1 noteholder on behalf of a Clearstream,
Luxembourg participant or Euroclear participant only in accordance with its
rules and procedures, and depending on its depositary's ability to effect these
actions on its behalf through DTC.

         Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of interests in Class A1
notes among participants of DTC, Clearstream, Luxembourg and Euroclear, they are
under no obligation to perform or continue to perform these procedures and these
procedures may be discontinued at any time.

                  DEFINITIVE NOTES

         Notes issued in definitive form are referred to in this prospectus as
"definitive notes". Class A1 notes will be issued as definitive notes, rather
than in book entry form to DTC or its nominees, only if one of the following
events occurs:

         o  the principal paying agent advises the manager in writing that DTC
            is no longer willing or able to discharge properly its
            responsibilities as depository for the class of notes, and the
            manager is not able to locate a qualified successor;

         o  the issuer trustee, at the direction of the manager, advises the
            principal paying agent in writing that it elects to terminate the
            book-entry system through DTC; or

         o  after the occurrence of an event of default, the Class A note
            trustee, at the written direction of noteholders holding a majority
            of the aggregate Outstanding Principal Balance of the Class A1
            notes, advises the issuer trustee and the principal paying agent,
            that the continuation of a book-entry system is no longer in the
            best interest of the noteholders of the Class A1 notes.

         If any of these events occurs, the principal paying agent must within
30 days of such event instruct DTC (or its replacement) to notify all of the
beneficial owners of the Class A1 notes of the occurrence of the event and of
the availability of definitive notes. DTC will then surrender the Class A1 notes
and provide the relevant registration instructions to the issuer trustee. The
issuer trustee will then issue and execute and the principal paying agent will
authenticate and deliver the Class A1 definitive notes of the same aggregate
initial Outstanding Principal Balance as those Class A1 notes. Class A1 notes
will be serially numbered if issued in definitive form.

         Class A1 definitive notes will be transferable and exchangeable at the
specified offices of the Class A note registrar. The Bank of New York is the
initial Class A note registrar and its initial specified offices are located at
101 Barclay Street, Floor 21 West, New York, New York 10286 United States of
America. The Class A note registrar must at all times have specified offices in
New York. The Class A note registrar will not impose a service charge for any
registration of transfer or exchange, but may require payment of an amount
sufficient to cover any tax or other governmental charge. The issuer trustee
will not be required to make and the Class A note registrar is not required to
register transfers or exchanges of Class A1 definitive notes selected for
redemption or of any Class A1 definitive note for a period of 30 days preceding
the due date for any payment with respect to that Class A1 definitive note.


                                       71


DISTRIBUTIONS ON THE NOTES

         The issuer trustee will make all of its payments on a quarterly basis
on each payment date, including payments to noteholders. On each payment date,
the principal paying agent, without need for the noteholders to present the
relevant notes, will distribute principal and interest, if any, to the
registered Class A1 noteholders as of the Banking Day preceding that payment
date if the Class A1 notes are held in book-entry form, or, if the Class A1
notes are held in definitive form, the last day of the prior calendar month.

         Any installment of interest or principal payable on any Class A1
definitive note which is punctually paid or duly provided for by the issuer
trustee to the principal paying agent on the applicable payment date or final
maturity date, shall be paid, in accordance with the procedures set forth in the
note trust deed, the terms and conditions of the Class A1 notes and the
supplementary bond terms notice, to the person on whose name such Class A1 note
is registered at the close of business on the last day of the immediately
preceding calendar month, by check mailed first-class, postage prepaid, to such
person's address as it appears on the note register on the close of business on
the last day of the immediately preceding calendar month.

KEY DATES AND PERIODS

         The following are the relevant dates and periods for the allocation of
cashflows and their payments.

CUT-OFF                         The date which is 7 Banking Days before a
                               payment date.



CALCULATION                     PERIOD In relation to a payment date, means the
                                period commencing immediately after one Cut-Off
                                and ending on the next Cut-Off. However, the
                                first and last Calculation Periods are as
                                follows:

                                           o   first:

                                               o    with respect to principal
                                                    under the housing loans
                                                    secured by mortgages
                                                    comprised in the assets of
                                                    the fund, the period from
                                                    and including the closing
                                                    cut-off date to and
                                                    including the first Cut-Off;
                                                    and

                                               o    with respect to all other
                                                    amounts received or applied
                                                    by the issuer trustee, the
                                                    period from and including
                                                    the closing date to and
                                                    including the first Cut-Off.

                                           o   last: period from but excluding
                                               the last day of the prior
                                               Calculation Period to and
                                               including the date of final
                                               redemption of all amounts due on
                                               the notes.

INTEREST PERIOD                 In relation to a payment date, means the period
                                from (and including) one payment date to (but
                                excluding) the next payment date. However, the
                                first payment date and the last payment date are
                                as follows:

                                           o   first: the period from (and
                                               including) the closing date to
                                               (but excluding) the first payment
                                               date.

                                           o   last: the period from (and
                                               including) the prior payment



                                       72


                                               date before all amounts due on
                                               the notes are redeemed in full to
                                               (but excluding) the date of final
                                               redemption.

PAYMENT DATE                          The [*] day of each of [*], [*], [*]
                                      and [*] (New York time) or, if the [*] day
                                      is not a Banking Day, then the next
                                      Banking Day, beginning in [*] 2005.
EXAMPLE CALENDAR

         The following example calendar assumes that all relevant days are
Banking Days:

      CALCULATION PERIOD..................                      [*] to [*]
      PAYMENT DATE........................                          [*]
      INTEREST PERIOD........................                     [*] to [*]

CALCULATION OF COLLECTIONS

         No later than 6 Banking Days before each payment date, the manager will
calculate the Collections for the immediately preceding Calculation Period.

COLLECTIONS

         COLLECTIONS for a Calculation Period means:

         o  the aggregate of all amounts received by the issuer trustee or
            applied towards Collections in respect of the fund during that
            Calculation Period. This will include:

            o  payments of interest, principal, fees and other amounts under the
               housing loans;

            o  proceeds from the enforcement of the housing loans;

            o  amounts received under the relevant mortgage insurance policies;

            o  amounts recovered from losses on housing loans not previously
               received;

            o  amounts received from the mortgage manager for breaches of
               representations or undertakings which have not been designated by
               the manager as Suspended Moneys;

            o  any interest income received during that Calculation Period in
               respect of Authorized Investments not being funds credited to the
               cash collateral account or received under the payment funding
               facility;

            o  any amounts applied from the payment funding facility; and

            o  any amounts applied from the cash collateral account.

         o  any amounts received on termination of a fixed-floating rate swap or
            a currency swap following default by a counterparty thereunder; and

         o  amounts (if any) held as collateral against default under a
            fixed-floating rate swap or a currency swap following a default by a
            swap provider thereunder.



                                       73


BUT DOES NOT INCLUDE:

         o  any interest income received during that Calculation Period in
            respect of funds credited to the cash collateral account;

         o  any amounts received during that Calculation Period that the issuer
            trustee is obligated to pay to a mortgage insurer under a mortgage
            insurance policy;

         o  any amounts received during that Calculation Period under any redraw
            funding facility or top-up funding facility;

         o  any amounts received during that Calculation Period under any
            payment funding facility;

         o  to the extent that the fixed-floating rate swap provider has not
            defaulted under the fixed-floating rate swap, any amounts provided
            to the issuer trustee during that Calculation Period as a
            consequence of a downgrade or withdrawal of the rating of the
            fixed-floating swap provider by a designated rating agency, as
            collateral against default by the fixed-floating rate swap provider
            under the fixed-floating rate swap;

         o  to the extent that a currency swap provider has not defaulted under
            the relevant currency swap, any amounts provided to the issuer
            trustee during that Calculation Period as collateral against default
            by that currency swap provider under the relevant currency swap; and

         o  any amounts received by the issuer trustee during that Calculation
            Period that have been designated by the manager as Suspended Moneys.

INTEREST COLLECTIONS

         No later than the second Banking Day before each payment date, the
manager will calculate the Interest Collections for the immediately preceding
Calculation Period. INTEREST COLLECTIONS for a Calculation Period means all
Collections for that Calculation Period other than Principal Collections (as
defined below).

DISTRIBUTION OF INTEREST COLLECTIONS

         On each payment date, based on the calculations, instructions and
directions provided to it by the manager, the issuer trustee must pay or cause
to be paid (to the extent that it has not already done so in accordance with the
following order of priority) out of Interest Collections, in relation to the
Calculation Period ending immediately before that payment date, the following
amounts in the following order of priority, known as the INTEREST COLLECTIONS
WATERFALL:

         o  first, in and toward payment of or allowances for taxes in respect
            of the fund;

         o  second, pari passu and rateably, in or toward payment of or
            allowance of the issuer trustee's fee, manager's fee and Expenses in
            respect of the fund (other than break costs payable on cancellation
            of the fixed-floating rate swap to the extent not otherwise paid);

         o  third, without duplication in or toward payment of any amounts that
            would have been payable under the next bullet point of this section
            on any prior payment date if there would have been sufficient
            Interest Collections to do so, which have not been paid by



                                       74


            the issuer trustee together with accrued interest thereon which in
            the case of a note must be at the interest rate applicable to the
            related note;

         o  fourth, pari passu and rateably, in or toward payment of any
            interest due under any redraw funding facility and top-up funding
            facility and in or toward payment to the currency swap provider, in
            or toward payment of the applicable A$ Class A Interest Amount
            payable under the confirmations at that payment date, which is
            thereafter to be applied to payments of interest on the Class A
            notes;

         o  fifth, without duplication in or toward payment of any amounts that
            would have been payable under the next bullet point of this section
            on any prior payment date if there would have been sufficient
            Interest Collections to do so, which have not been paid by the
            issuer trustee with accrued interest thereon at the interest rate
            applicable to the related note;

         o  sixth, pari passu and rateably, in or toward payment to the Class B
            noteholders of interest due on the Class B notes on that payment
            date;

         o  seventh, in crediting to the cash collateral account the amount (if
            any) by which the Required Cash Collateral exceeds the amount of
            funds on deposit in the cash collateral account;

         o  eighth, to reimburse any amounts that have been paid in any previous
            Interest Periods under clauses first, second, third and fourth of
            the Principal Collections Waterfall (to the extent not already
            reimbursed under this bullet point of this section);

         o  ninth, in or toward payment of any break costs payable on
            cancellation of the fixed-floating rate swap to the extent that
            those amounts are not recovered under the relevant housing 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
            any payment funding facility;

         o  tenth, pari passu and rateably:

            o  in or toward payment to the liquidity noteholder of interest
               payable in respect of the liquidity notes; and

            o  in or toward payment of interest in respect of any payment
               funding facility;

         o  eleventh, the amount of any Class A Charge Offs, Redraw Charge Offs
            and Top-up Charge Offs to be applied in and towards reinstatement in
            the books of the fund, pari passu and rateably to Class A Charge
            Offs, Redraw Charge Offs and Top-up Charge Offs for that Calculation
            Period;

         o  twelfth, the amount of any Carry Over Redraw Charge Offs, any Carry
            Over Top-up Charge Offs and the A$ Equivalent of the Carry Over
            Class A Charge Offs allocated to each Class A note, as the case may
            be, to be applied in and towards reinstatement in the books of the
            fund, pari passu and rateably (based on the Carry Over Redraw Charge
            Offs, the Carry Over Top-up Charge Offs and the A$ Equivalent of the
            Carry Over Class A Charge Offs allocated to each Class A note, as
            the case may be):

            o  the A$ Equivalent of any Carry Over Class A Charge Offs;


                                       75


            o  any Carry Over Redraw Charge Offs; and

            o  any Carry Over Top-up Charge Offs;

         o  thirteenth, the amount of any Class B Charge Offs and any Carry Over
            Class B Charge Offs to be applied in and towards reinstatement in
            the books of the fund of and in the following order:

            o  any Class B Charge Offs for that Calculation Period; and

            o  pari passu and rateably, the Invested Amount of the Class B notes
               to the extent of any Carry Over Class B Charge Offs;

         o  fourteenth, to the extent not otherwise paid on such payment date
            under the Principal Collections Waterfall, pari passu and rateably:

            o  in or toward repayment of any principal due and payable under any
               redraw funding facility; and

            o  in or toward repayment of any principal due and payable under any
               top-up funding facility; and

            o  in or toward repayment of any principal due and payable under any
               payment funding facility; and

         o  fifteenth, in payment of or provision for amounts payable to the
            income beneficiary of the fund.

         If on any 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 amounts payable under clauses
first through sixth above, the manager must direct the issuer trustee to
withdraw from the cash collateral account an amount equal to the lesser of the
amount of such shortfall on such payment date and the balance of the cash
collateral account which amount will then be applied to and become part of the
Collections available for application on the relevant Payment Date in accordance
with clauses first through sixth above. See "Description of the Transaction
Documents--Liquidity Reserve".

INTEREST ON THE NOTES

CALCULATION OF INTEREST PAYABLE ON THE NOTES

         Up to, but excluding the Optional Redemption Date, the interest rate
for the Class A1 notes for the related Interest Period will be equal to LIBOR
plus [*]% and the interest rate for the Class A2 notes for the related Interest
Period will be equal to EURIBOR plus [*]%. If the issuer trustee has not
redeemed all of the Class A1 notes by the Optional Redemption Date, then the
interest rate for each related Interest Period commencing on or after that date
will be equal to LIBOR plus [*]%. If the issuer trustee has not redeemed all of
the Class A2 notes by the Optional Redemption Date, then the interest rate for
each related Interest Period commencing on or after that date will be equal to
EURIBOR plus [*]%. The interest rate on the Class A1 notes for the first
Interest Period will be determined on [*], 2005.


                                       76


         The Optional Redemption Date means the quarterly payment date falling
on or after the earlier of the quarterly payment date falling in [*] and the
quarterly payment date on which the total Outstanding Principal Balance of all
notes is equal to or less than 10% of the total initial Outstanding Principal
Balance of the notes.

         The interest rate for the Class B notes for a particular Interest
Period will be equal to the Benchmark Rate on the first day of that Interest
Period plus a margin.

         With respect to any payment date, interest on the notes will be
calculated as the product of:

         o  the Invested Amount of such note as of the first day of that
            Interest Period, after giving effect to any payments of principal
            made with respect to such note on such day;

         o  on a daily basis at the interest rate for such class of notes for
            that Interest Period; and

         o  a fraction, the numerator of which is the actual number of days in
            that Interest Period and the denominator of which is 360 days for
            the Class A1 notes and the Class A2 notes, or 365 days for the Class
            B notes.

         A note will stop earning interest on any date on which the Outstanding
Principal Balance of the 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, if the
Outstanding Principal Balance of the note is not zero on the due date for
redemption in full of the note, unless payment of principal 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 the date on which the Class A note trustee or principal
paying agent receives the moneys in respect of the notes and notifies the
holders of that receipt or the date on which the Outstanding Principal Balance
of the note has been reduced to zero but interest will begin to accrue from and
including any date on which the Outstanding Principal Balance of the note
becomes greater than zero.

         If interest is not paid on a note on the date when it is 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 to that note
until the unpaid interest, and the amount of interest on it, is available for
payment by the issuer trustee.

CALCULATION OF LIBOR AND EURIBOR

         In respect of the Class A1 notes, on the second day in London on which
commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) before the beginning of each Interest Period, the
calculation agent will determine LIBOR for the next Interest Period.

         In respect of the Class A2 notes, on the second day which is a TARGET
Settlement Day before the beginning of each Interest Period, the calculation
agent will determine EURIBOR for the next Interest Period.

PRINCIPAL COLLECTIONS

         No later than the second Banking Day before each payment date, the
manager will determine the Principal Collections for the immediately preceding
Calculation Period. PRINCIPAL COLLECTIONS for any Calculation Period, is an
amount equal to the excess of the aggregate Unpaid



                                       77


Balance of the housing loans as of the first day of that Calculation Period over
the aggregate Unpaid Balance of the housing loans as of the last day of the
Calculation Period.

         On the closing date, the sum of the A$ Equivalent of the total Original
Principal Balance of the Class A notes and the total Original Principal Balance
of the Class B notes issued by the issuer trustee may exceed the aggregate
Outstanding Principal Balance of the housing loans as of the closing date. The
amount of this difference, if any, will be treated as a Principal Collection and
will be passed through to noteholders on the first payment date.

PRINCIPAL DISTRIBUTIONS

         On each payment date, and in accordance with the calculations,
instructions and directions provided to it by the manager, the issuer trustee
must distribute or cause to be distributed (to the extent that it has not
already done so in accordance with the following order of priority) out of
Principal Collections together with any amounts applied in reinstatement under
positions eleventh, twelfth and thirteenth of the Interest Collections
Waterfall, in relation to the Calculation Period ending immediately before that
payment date, the following amounts in the following order of priority, known as
the PRINCIPAL COLLECTIONS WATERFALL:

         o  first, to the extent not otherwise paid on such payment date under
            the Interest Collections Waterfall, in or toward payment of or
            allowances for taxes in respect of the fund;

         o  second, pari passu and rateably, to the extent not otherwise paid on
            such payment date under the Interest Collections Waterfall, in or
            toward payment of or allowance of the issuer trustee's fee, the
            manager's fee, and Expenses in respect of the fund (other than break
            costs payable on cancellation of the fixed-floating rate swap to the
            extent not otherwise paid);

         o  third, to the extent not otherwise paid on such payment date under
            the Interest Collections Waterfall, pari passu and rateably in or
            toward payment of the interest amounts payable and in the priority
            under clause fourth of the Interest Collections Waterfall on that
            payment date;

         o  fourth, to the extent not otherwise paid on such payment date under
            the Interest Collections Waterfall, in or toward payment of the
            amounts payable and in the priority under clause sixth of the
            Interest Collections Waterfall on that payment date;

         o  fifth, pari passu and rateably, in or toward repayment of any Redraw
            Principal Outstanding under any redraw funding facility and any
            Top-up Principal Outstanding under any top-up funding facility;

         o  sixth, pari passu and rateably, in or toward payments approved by
            the manager under any loan redraw facility and any top-up loan;

         o  seventh, pari passu and rateably, in or toward payment to the
            currency swap provider under the confirmations relating to the Class
            A notes, until the Outstanding Principal Balance of all Class A
            notes is reduced to zero, an amount equal to the lesser of:

            o  the remaining amount available for distribution after all
               payments which have priority above; and


                                       78


         o  the A$ Equivalent of Outstanding Principal Balance of all Class A
            notes;

         o  eighth, in or toward payment to the Class B noteholders, pari passu
            and rateably, until the Outstanding Principal Balance of all Class B
            notes is reduced to zero, an amount equal to the lesser of:

            o  the remaining amount available for distribution after all
               payments which have priority above; and

            o  the Outstanding Principal Balance of all Class B notes;

         o  ninth, pari passu and rateably (based on the Carry Over Redraw
            Charge Offs, the Carry Over Top-up Charge Offs and the A$ Equivalent
            of the Carry Over Class A Charge Offs allocated to each Class A
            note, as the case may be):

            o  in or toward payment to the currency swap provider under the
               confirmations relating to the Class A notes, of the A$ Equivalent
               of any Carry Over Class A Charge Offs;

            o  in or toward repaying the Redraw Principal Outstanding of each
               redraw funding facility to the extent of any Carry Over Redraw
               Charge Offs; and

            o  in or toward repaying the Top-up Principal Outstanding of each
               top-up funding facility to the extent of any Carry Over Top-up
               Charge Offs;

         o  tenth, in or toward repaying the Invested Amount of the Class B
            notes to the extent of any Carry Over Class B Charge Offs;

         o  eleventh, to the extent not otherwise paid on such payment date
            under the Interest Collections Waterfall, in or toward payment of
            any break costs payable on cancellation of the fixed-floating rate
            swap to the extent that those amounts are not recovered under the
            relevant housing 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 any payment funding facility; and

         o  twelfth, pari passu and rateably, in or toward payment to the
            liquidity noteholder of the principal amount outstanding in respect
            of the liquidity notes and in or toward repayment of any principal
            in respect of any payment funding facility.

         On any payment date, the issuer trustee shall not make a payment out of
Principal Collections to the liquidity noteholder unless the Invested Amount of
all of the Class A notes and Class B notes is zero, or will be zero following
any payments made on that payment date.

REDRAWS

         The issuer trustee, after receiving confirmation that it may do so from
the manager, may make redraws to borrowers under the variable rate housing loans
in the fund. The issuer trustee may only fund advances from Collections which
represent prepayments of principal under housing loans or, if not available, by
drawings under redraw funding facilities. The issuer trustee must not apply any
prepayments of principal to making advances under a loan redraw facility unless
the following conditions have been satisfied:


                                       79


         o  all amounts specified in clauses first through fourth of the
            Principal Collections Waterfall which are due and payable have been
            paid; and

         o  the issuer trustee holds Collections which represent prepayments of
            principal equal to the sum of the advance under the loan redraw
            facility and all amounts specified in clauses first through fourth
            of the Principal Collections Waterfall which are accrued but not due
            and payable.

         The manager must ensure that:

         o  the form of documentation to provide any loan redraw facility is
            approved by the applicable mortgage insurer; and

         o  the provision of any loan redraw facility is made in accordance with
            any relevant terms of the applicable mortgage insurance policy.

TOP-UP LOANS

         The issuer trustee, after receiving confirmation that it may do so from
the manager, may make top-ups to borrowers under the variable rate housing loans
in the fund. The issuer trustee may only fund advances from Collections which
represent repayments or prepayments of principal under housing loans or, if not
available, by drawings under a top-up funding facility, at the discretion of the
manager. Alternatively, if the fund is unable to make a top-up loan because of
failure to meet certain requirements referred to herein, Origination Fund No. 3
may repurchase the housing loan from the fund, at its outstanding principal
balance, plus accrued and unpaid interest, and provide the top-up loan
separately to the applicable borrower. The issuer trustee must not apply any
Collections which represent repayments or prepayments of principal to making
advances under a top-up loan unless the following conditions have been
satisfied:

         o  all amounts specified in clauses first through fourth of the
            Principal Collections Waterfall which are due and payable have been
            paid; and

         o  the issuer trustee holds Collections which represent repayments or
            prepayments of principal equal to the sum of the advance under the
            top-up loan and all amounts specified in clauses first through
            fourth of the Principal Collections Waterfall which are accrued but
            not due and payable.

         The manager must ensure that:

         o  the form of documentation to provide any top-up loan is approved by
            the applicable mortgage insurer;

         o  the provision of any top-up loan is made in accordance with any
            relevant terms of the applicable mortgage insurance policy;

         o  the following requirements are satisfied:

            o  in any Calculation Period, a top-up loan may only be made if the
               current weighted average LTV of the pool of housing loans, after
               giving effect to such top-up loans, would have increased by no
               more than 2% of the weighted average LTV of the pool of housing
               loans as at the applicable cut-off date;


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            o  after giving effect to such top-up loans, the weighted average
               LTV of the pool of housing loans may never exceed the original
               LTV of the housing loan pool as of the closing cut-off date;

            o  after giving effect to such top-up loans, the percentage of
               housing loans in the housing loan pool with an original LTV over
               80% may never exceed the percentage of housing loans with an
               original LTV over 80% as of the closing cut-off date by more than
               2%;

            o  the remaining term to maturity of the top-up loan will not be
               greater than, and will not increase, the remaining term to
               maturity of the housing loan to which the top-up loan relates;

            o  the top-up loan is made within two years after the Suspension
               Date; and

            o  the aggregate amount of top-up loans to be funded after the
               Suspension Date does not exceed 5% of the housing loan pool as at
               the Suspension Date; or

         o  such other terms (whether in substitution or in addition to the
            above) as may be agreed upon by the rating agencies and the manager
            from time to time and notified to the trustee.

         Additionally, the issuer trustee, at the election and direction of the
manager, will enter into one or more top-up funding facilities with one or more
top-up funding facility providers, which will be available to fund requested
top-ups which have been approved by the manager. Top-up funding facilities must
also be in the form approved by the rating agencies.
APPLICATION OF REALIZED LOSSES

         A REALIZED LOSS, with respect to a housing loan, will arise if:

         o  the total amount recovered and recoverable under the mortgage
            insurance policy in respect of such housing loan; plus

         o  any damages or other amounts payable under or in respect of the
            master trust deed, the supplementary bond terms notice or the
            mortgage origination and management agreement relating to such
            housing loan;

is less than the Outstanding Principal Balance of such housing loan.

         On each payment date on which the manager determines that the aggregate
amount of Realized Losses for the related Calculation Period exceeds the funds
available on such payment date to reimburse such Realized Losses under the
Interest Collections Waterfall, the manager must do the following, on and with
effect on such payment date:

         o  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; and

         o  if the Outstanding Principal Balance of the Class B notes is zero
            and any amount of that excess has not been applied under the
            preceding paragraph, reduce pro rata and rateably as between each
            class of the Class A notes, any redraw funding facilities and any
            top-up funding facilities with respect to the balance of the
            deficiency,


                                       81


         o  rateably as between each class of the Class A notes, the Outstanding
            Principal Balance of the Class A notes by the amount of the
            remaining deficiency until the Outstanding Principal Balance of each
            class of Class A notes is zero;

         o  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; and

         o  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.

PAYMENTS INTO US$ ACCOUNT

         In respect of the Class A1 notes, the principal paying agent shall open
and maintain a non-interest bearing US$ trust account, into which the US$
currency swap provider shall deposit amounts denominated in US$. The issuer
trustee shall direct the US$ currency swap provider to pay all amounts
denominated in US$ payable to the issuer trustee by the US$ currency swap
provider under the US$ currency swap into the US$ account or to the principal
paying agent on behalf of the issuer trustee. If any of the issuer trustee or
the manager receives any amount denominated in US$ from the US$ currency swap
provider under the US$ currency swap, they must also promptly pay that amount to
the credit of the US$ account or to the principal paying agent.

PAYMENTS OUT OF US$ ACCOUNT

         On each payment date, the issuer trustee acting at the direction of the
manager, or the principal paying agent on its behalf, will distribute from the
US$ account the relevant amounts of principal and interest due in respect of
each Class A1 note in accordance with the note trust deed and the order of
priority described in "Description of the Class A1 Notes--Interest
Collections--Distribution of Interest Collections" and "Description of the Class
A1 Notes--Principal Distributions".

PAYMENTS INTO (EURO) ACCOUNT

         In respect of the Class A2 notes, the principal paying agent shall open
and maintain a non-interest bearing (euro) trust account, into which the Euro
currency swap provider shall deposit amounts denominated in (euro). The issuer
trustee shall direct the Euro currency swap provider to pay all amounts
denominated in (euro) payable to the issuer trustee by the Euro currency swap
provider under the Euro currency swap into the (euro) account or to the
principal paying agent on behalf of the issuer trustee. If any of the issuer
trustee or the manager receives any amount denominated in (euro) from the Euro
currency swap provider under the Euro currency swap, they must also promptly pay
that amount to the credit of the (euro) account or to the principal paying
agent.

PAYMENTS OUT OF (EURO) ACCOUNT

         On each payment date, the issuer trustee acting at the direction of the
manager, or the principal paying agent on its behalf, will distribute from the
(euro) account the relevant amounts of principal and interest due in respect of
each Class A2 note in accordance with the note trust deed and the order of
priority described in "Description of the Class A1 Notes--Interest
Collections--Distribution of Interest Collections" and "Description of the Class
A1 Notes--Principal Distributions".


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THRESHOLD RATE

         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 issuer trustee is entitled to do so under the terms of the housing loans,
the rate of interest payable on or in respect of the housing loans comprised in
the assets of the fund is changed from time to time so that:

         o  on the assumption that all parties to all of the transaction
            documents and all issuers of Authorized Investments from time to
            time included 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 Authorized Investments; and

         o  having regard to:

            o  the terms of the transaction documents;

            o  the terms of the housing loans included in the assets of the
               fund;

            o  the anticipated Expenses of the fund;

            o  the amount of the cash collateral in the cash collateral account;

            o  all other information available to the manager;

            o  the Benchmark Rate from time to time; and

            o  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 housing loans included in the assets of the fund
               may be reset,

            the issuer 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.

         Without limiting the preceding paragraph, the interest rate applicable
to each fixed interest period of a housing loan must be equal to or greater
than:

         o  for so long as the Outstanding Principal Balance of all such housing
            loans is equal to or less than 25% of the Outstanding Principal
            Balance of all housing loans comprised in the assets of the fund,
            the rate expressed as a percentage, determined by the manager to be
            the fixed-floating rate swap rate in Australia for the period most
            closely approximating the term of the fixed interest period of the
            housing loan plus 0.80%; and

         o  for so long as the Outstanding Principal Balance of all such housing
            loans is greater than 25% of the Outstanding Principal Balance of
            all housing loans comprised in the assets of the fund, such rate as
            agreed from time to time between the manager and such designated
            rating agency.

         Ordinarily, the manager will only change the interest rate on a housing
loan in the fund on a payment date.


                                       83


         In addition, in order to maintain the assigned rating by each rating
agency of the Class A notes or Class B notes and to comply with the provisions
relating to the threshold rate detailed above, the manager may direct the issuer
trustee to increase the amount of the principal outstanding under the payment
funding facility as set forth under the caption "Description of the Transaction
Documents--Payment Funding Facility".

FIXED-FLOATING RATE SWAP PROVIDER

         At the date of this prospectus the manager and the issuer trustee have
arrangements in place with the following fixed-floating rate swap provider for
the provision of the fixed-floating rate swap.

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

         [Update] The fixed-floating rate swap provider will be Australia and
New Zealand Banking Group Limited which is described under "Description of the
Class A1 Notes--The Currency Swaps--Currency Swap Provider" below.

THE FIXED-FLOATING RATE SWAP

         The issuer trustee has entered into a swap governed by an ISDA Master
Agreement, as amended by a supplementary schedule, amending deed and confirmed
by written confirmation, with the fixed-floating rate swap provider to hedge the
interest rate risk between the interest rate on the fixed rate housing loans and
the floating rate obligations of the fund, including the interest due on the
notes. The fixed-floating rate swap will cover the housing loans which bear a
fixed rate of interest as of the closing cut-off date and those variable rate
housing loans which at a later date convert to a fixed rate of interest.

         The issuer trustee will pay the fixed-floating rate swap provider on
each payment date an amount equal to the sum of the principal balance of each of
the housing loans, including housing loans that are delinquent, which is subject
to a fixed rate of interest at the beginning of the Calculation Period
immediately preceding that payment date, multiplied by the weighted average of
those fixed rates of interest (net of any margin charged on those housing loans)
at the beginning of that Calculation Period times the actual number of days in
the Calculation Period divided by 365. The issuer trustee will also pay the
fixed-floating rate swap provider all prepayment fees recovered from borrowers
on termination of fixed rate loans received during the related Calculation
Period. To the extent that any break costs payable under any future
fixed-floating rate swap in circumstances where mortgages are prepaid (including
upon default) prior to the fixed rate maturity date are not covered by such
prepayment fees recovered from the borrowers, a drawing may be made on the
payment funding facility to cover such break costs, and such amounts will be
paid to the fixed-floating rate swap provider.

         The issuer trustee will receive from the fixed-floating rate swap
provider an amount equal to the principal balance of each of the housing loans
which is subject to a fixed rate of interest at the beginning of the Calculation
Period immediately preceding that payment date multiplied by the Benchmark Rate
times the actual number of days in the Calculation Period (or part thereof where
housing loans do not bear a fixed rate of interest for the full Calculation
Period) divided by 365. The terms of the fixed-floating rate swap allow for
netting of swap payments.

         The fixed-floating rate swap commences on the date specified in the
confirmation and terminates on the final maturity date of the notes, unless
otherwise agreed or terminated earlier in accordance with the fixed-floating
rate swap.


                                       84


TERMINATION BY THE FIXED-FLOATING RATE SWAP PROVIDER

         The fixed-floating rate swap provider shall have the right to terminate
the fixed-floating rate swap in the following circumstances:

         o  If the issuer trustee fails to make a payment under the
            fixed-floating rate swap within ten business days after notice of
            failure is given to it;

         o  An Insolvency Event under the security trust deed occurs with
            respect of the issuer trustee unless the fixed-floating rate swap is
            assigned to an acceptable third party so as not to cause a reduction
            in the rating of the notes within thirty days of that event;

         o  If due to a change in law it becomes illegal for the issuer trustee
            to make or receive payments or comply with any other material
            provision of the fixed-floating rate swap, the fixed-floating rate
            swap requires such party to make efforts to transfer its rights and
            obligations to another office or another affiliate to avoid this
            illegality, so long as the transfer would not result in a downgrade
            or withdrawal of the rating of the notes. If those efforts are not
            successful, then the fixed-floating rate swap provider will have the
            right to terminate its fixed-floating rate swap; or

         o  The fixed-floating rate swap provider has the limited right to
            terminate the fixed-floating rate swap where, due to an action of a
            taxing authority or a change in tax law, it is required to gross-up
            payments or receive payments from which amounts have been withheld,
            but only if all of the notes will be redeemed at their Invested
            Amount or, if the noteholders have so agreed, a lesser amount, plus,
            in each case, accrued interest.

TERMINATION BY THE ISSUER TRUSTEE

         The issuer trustee will have the right to terminate the fixed-floating
rate swap in the following circumstances:

         o  Where the fixed-floating rate swap provider fails to make a payment
            under the fixed-floating rate swap within ten business days after
            notice of failure is given to it;

         o  An Insolvency Event under the security trust deed occurs in respect
            of the fixed-floating rate swap provider;

         o  If due to a change in law it becomes illegal for the fixed-floating
            rate swap provider to make or receive payments or comply with any
            other material provision of the fixed-floating rate swap, the
            fixed-floating rate swap requires such party to make efforts to
            transfer its rights and obligations to another office or another
            affiliate to avoid this illegality, so long as the transfer would
            not result in a downgrade or withdrawal of the rating of the notes.
            If those efforts are not successful, then the issuer trustee will
            have the right to terminate;

         o  If the issuer trustee becomes obligated to make a withholding or
            deduction in respect of the Class A notes and the Class A notes are
            redeemed as a result (and the issuer trustee is the affected party);

         o  If the fixed-floating rate swap provider fails to comply with
            provisions of the fixed-floating rate swap relating to a rating
            downgrade; or


                                       85


         o  If an event of default under the security trust deed occurs and the
            security trustee has declared the Class A notes immediately due and
            payable.

         The issuer trustee may only terminate the fixed-floating rate swap with
the prior written consent of the Class A note trustee. Each party may terminate
the fixed-floating rate swap only after consulting with the other party as to
the timing of the termination. The issuer trustee will exercise such right to
terminate at the direction of the manager. The fixed-floating rate swap provider
acknowledges the appointment of the manager as manager of the fund and may
exercise or satisfy any of the issuer trustee's rights or obligations under the
fixed-floating rate swaps including entering into and monitoring transactions
and executing confirmations.

FIXED-FLOATING RATE SWAP DOWNGRADE EVENTS

         If, as a result of the withdrawal or downgrade of its credit rating by
a rating agency, ANZ's ratings fall below:

         o  short-term rating of at least A-1 by Standard & Poor's; and

         o  short-term rating of at least P-1 or long-term rating of at least A2
            by Moody's;

then, ANZ must within 30 days of the downgrade, at its cost:

         o  novate all rights and obligations in respect of the fixed-floating
            rate swap to a replacement counterparty which holds a short-term
            rating of at least A-1 by Standard & Poor's and a short-term rating
            of at least P-1 or a long-term rating of at least A2 by Moody's; or

         o  procure that its obligations with respect to the fixed-floating rate
            swap are guaranteed by a third party which holds a short-term rating
            of at least A-1 by Standard & Poor's, and a short-term rating of at
            least P-1 or a long-term rating of at least A2 by Moody's; or

         o  enter into other arrangements (as agreed by the parties) in respect
            of which each rating agency confirms will not adversely impact on
            the credit rating assigned by it to the notes.

         If within 30 days of the downgrade none of the foregoing events has
occurred, ANZ shall post cash collateral in an amount acceptable to the relevant
rating agencies or, in certain circumstances, determined under the
fixed-floating rate swap or by the parties, provided that each rating agency
confirms that such agreement will not result in a reduction, qualification or
withdrawal of any credit rating assigned by it to the notes.

         The issuer trustee may only make withdrawals from the cash collateral
account if directed to do so by the manager and then only for the purpose of:
(i) refunding to ANZ any excess in the amount of any collateral deposited to the
collateral account over the amount ANZ is required to maintain under any
collateral agreement; (ii) withdrawing any amount which has been incorrectly
deposited into the collateral account; (iii) paying bank accounts debit tax or
other equivalent taxes payable in respect of the collateral; or (iv) funding the
amount of any payment due to be made by ANZ under the fixed-floating rate swap
following the failure by ANZ to make that payment.

         The manager must direct the issuer trustee to, and the issuer trustee
must, refund or pay to ANZ as described above as soon as such refund or payment
is possible. All interest earned on the collateral will accrue and be payable
monthly to ANZ providing the amount deposited in the



                                       86


collateral account is not less than the amount that ANZ is required to maintain
in which case such interest will be deposited to the collateral account.

         If at any time ANZ is assigned a short-term credit rating equal to P-1
and a long-term credit rating equal to or greater than A2 (Moody's), a
short-term credit rating of A-1 (Standard & Poor's) or ANZ's obligations are
novated, a third party provides a guarantee in accordance with the above, or
some other arrangement is entered into with confirmation of the rating agencies,
the issuer trustee must repay to ANZ the amount then standing to the credit of
the collateral account including interest not paid to ANZ.

TERMINATION PAYMENTS

         On the date of termination of the fixed-floating rate swap, a
termination payment will be due from the issuer trustee to the fixed-floating
rate swap provider or from the fixed-floating rate swap provider to the issuer
trustee. The termination of the fixed-floating rate swap is not an event of
default under the security trust deed.

         The termination payment in respect of the fixed-floating rate swap will
be determined on the basis of quotations from four leading dealers in the
relevant market selected by the non-defaulting party to enter into a replacement
transaction that would have the effect of preserving the economic equivalent of
any payment that would, but for the early termination, have been required under
the terms of the fixed-floating rate swap.

NEW FIXED-FLOATING RATE SWAP PROVIDERS

         The issuer trustee, at the direction of the manager, may in the future
enter into fixed-floating rate swaps with new fixed-floating rate swap providers
provided that each new fixed-floating rate swap provider has at least the
minimum credit rating specified by each rating agency, if any, in order to
provide such fixed-floating rate swaps to the fund.

THE CURRENCY SWAPS

         Collections on the housing loans and receipts under the fixed-floating
rate swap will be denominated in Australian dollars. However, the payment
obligations of the issuer trustee on the Class A1 notes are denominated in
United States dollars and the payment obligations of the issuer trustee on the
Class A2 notes are denominated in Euros. To hedge this currency and interest
rate exposure, the issuer trustee will enter into with the currency swap
provider, a US$ currency swap with respect to the Class A1 notes and a Euro
currency swap with respect to the Class A2 notes.

         Each currency swap will be governed by a single standard form ISDA
Master Agreement, as amended by a supplementary schedule and confirmed by
written confirmations.

         Under the currency swaps, the issuer trustee will pay to the currency
swap provider on each payment date an amount in Australian dollars equal to that
portion of Principal Collections to be paid to the Class A1 noteholders as a
payment of principal on the Class A1 notes and the Class A2 notes as described
in "Description of the Class A1 Notes--Principal Distributions," and the
currency swap provider is required to pay to, or at the direction of, the issuer
trustee an amount denominated in United States dollars or Euros (as the case may
be) which is equivalent to such Australian dollar payment. The equivalent United
States dollar payment in respect of the Class A1 notes will be calculated using
an exchange rate of US$[*] =A$1.00, which is fixed for the term of the US$
currency swap. The equivalent Euro payment in respect of the Class A2 notes will
be



                                       87


calculated using an exchange rate of (euro)[*] = A$1.00, which is fixed for the
term of the Euro currency swap.

         In addition, under the currency swaps, on each payment date the issuer
trustee will pay to the currency swap provider the applicable A$ Class A
Interest Amount which is calculated based on the Benchmark Rate and the currency
swap provider will pay to the principal paying agent an amount equal to the
interest payable in US$ to the Class A1 noteholders and in Euros to the Class A2
noteholders, which is calculated based on LIBOR and EURIBOR, respectively.

         If on any payment date, the issuer trustee does not or is unable to
make the full floating rate payment, the US$ or Euro floating rate payment as
applicable, to be made by the currency swap provider on such payment date, will
be reduced by the same proportion as the reduction in the payment from the
issuer trustee.

         The purchase price for the Class A1 notes will be paid by investors in
United States dollars and the purchase price for the Class A2 notes will be paid
by investors in Euros, but the consideration for the purchase by the issuer
trustee of title to the housing loans will be in Australian dollars. On the
closing date, the issuer trustee will pay to the currency swap provider the net
proceeds of the issue of the notes in United States dollars or Euros (as
applicable). In return the issuer trustee will be paid by the currency swap
provider the A$ Equivalent of that United States dollar amount or Euro amount,
as applicable.

TERMINATION BY THE CURRENCY SWAP PROVIDER

         The currency swap provider shall have the right to terminate the
applicable currency swap in the following circumstances:

         o  if the issuer trustee fails to make a payment under the currency
            swaps within ten business days of its due date;

         o  an Insolvency Event under the security trust deed occurs with
            respect to the issuer trustee in its personal capacity, unless the
            currency swap is novated to an acceptable third party so as not to
            cause a reduction or withdrawal of the rating of the notes within
            thirty business days of that event;

         o  if due to a change in law it becomes illegal for the issuer trustee
            to make or receive payments or comply with any other material
            provision of the currency swap, the currency swap requires such
            party to make efforts to transfer its rights and obligations to
            another office or another affiliate to avoid this illegality, so
            long as the transfer would not result in a downgrade or withdrawal
            of the rating of the notes. If those efforts are not successful,
            then the currency swap provider will have the right to terminate the
            currency swap. These provisions relating to termination following an
            illegality have been modified so that they are not triggered by the
            introduction of certain exchange controls by any Australian
            government body;

         o  the currency swap provider has the limited right to terminate where,
            due to an action of a taxing authority or a change in tax law, it is
            required to gross-up payments or receive payments from which amounts
            have been withheld, but only if all of the Class A notes will be
            redeemed at their Invested Amount or, if the noteholders have so
            agreed, at a lesser amount, plus accrued interest to (but excluding)
            the date of redemption; or


                                       88


         o  where the security trustee enforces the security trust deed and
            declares the Class A notes immediately due and payable (and the
            issuer trustee is the affected party) following an event of default
            thereunder.

TERMINATION BY THE ISSUER TRUSTEE

         The issuer trustee will have the right to terminate a currency swap in
the following circumstances:

         o  where the currency swap provider fails to make a payment under the
            currency swap within ten business days of its due date;

         o  an Insolvency Event under the security trust deed occurs in respect
            of the currency swap provider;

         o  if due to a change in law it becomes illegal for the currency swap
            provider to make or receive payments or comply with any other
            material provision of the currency swap, the currency swap requires
            such party to make efforts to transfer its rights and obligations to
            another office or another affiliate to avoid this illegality, so
            long as the transfer would not result in a downgrade or withdrawal
            of the rating of the notes. If those efforts are not successful,
            then the issuer trustee will have the right to terminate. These
            provisions relating to termination following an illegality have been
            modified so that they are not triggered by the introduction of
            certain exchange controls by any Australian government body;

         o  if the issuer trustee becomes obligated to make a withholding or
            deduction in respect of the Class A notes and the Class A notes are
            redeemed as a result; or

         o  if the currency swap provider fails to comply with its obligations
            related to a rating downgrade.

         The issuer trustee may only terminate the currency swap with the prior
written consent of the Class A note trustee. Each party may terminate the
currency swap only after consulting with the other party as to the timing of the
termination. The issuer trustee will exercise its right only after consultation
with the note trustee and only after consultation between the currency swap
provider and the Class A note trustee. The currency swap provider acknowledges
the appointment of the manager as manager of the fund and may exercise or
satisfy any of the issuer trustee's rights or obligations under the currency
swap including entering into and monitoring transactions and executing
confirmations.

CURRENCY SWAP DOWNGRADE

         If, as a result of the withdrawal or downgrade of its credit rating by
any of the relevant designated rating agencies, the currency swap provider (or
any applicable assignee or guarantor) has (a) a short-term credit rating of less
than A-1+ by Standard & Poor's or (b) a long-term credit rating of less than A2
by Moody's or a short-term credit rating of less than P-1 by Moody's, the
currency swap provider must immediately notify the designated rating agencies
and the issuer trustee and the currency swap provider must at its cost and
within five local business days (or 30 local business days if the downgrade is
to no less than a short-term credit rating of A-1 by Standard & Poor's and a
long-term credit rating of A3 by Moody's) of a downgrade (unless during this
period, the currency swap provider and the issuer trustee receive written
confirmation from Standard & Poor's and



                                       89


Moody's that such downgrade would not result in the notes either being
downgraded or placed under review for possible downgrade):

         o  enter into an agreement in support of the obligations under the
            currency swap provided that each rating agency has confirmed that
            the rating assigned to the notes by it will not be adversely
            affected by the downgrade following such collateral arrangements; or

         o  novate all rights and obligations in respect of the currency swap to
            a replacement counterparty whose credit rating has a short-term
            rating of at least A-1+ by Standard & Poor's or a long-term rating
            of at least A2 by Moody's or a short-term rating of at least P-1 by
            Moody's; or

         o  procure that its obligations with respect to the currency swap are
            guaranteed by a third party whose credit rating has a short-term
            rating of at least A-1+ by Standard & Poor's or a long-term rating
            of at least A2 by Moody's or a short-term rating of at least P-1 by
            Moody's; or

         o  enter into such other arrangements which each designated rating
            agency has confirmed will result in there not being a withdrawal or
            downgrade of any credit rating assigned by it to the notes.

         Where the currency swap provider novates its rights and obligations
under the currency swap to a replacement counterparty in accordance with the
above, the issuer trustee, at the direction of the manager, and each party to
the currency swap will do all things reasonably necessary, at the cost of the
currency swap provider, to novate the relevant rights and obligations to the
replacement counterparty.

         If, at any time:

         o  the currency swap provider is assigned (1) a short-term credit
            rating of at least A-1+ by Standard & Poor's, or (2) a long-term
            credit rating of at least A2 by Moody's or a short-term credit
            rating of at least P-1 by Moody's;

         o  the currency swap provider novates its rights and obligations under
            the currency swap in accordance with the above;

         o  a third-party provides a guarantee in accordance with the above; or

         o  some other arrangement is entered into in accordance with the above,

the currency swap provider shall be immediately entitled to any collateral which
it has provided, together with any interest which has accrued but has not been
paid to the currency swap provider in accordance with the following (less any
amount withdrawn in accordance with the following).

         Cash collateral provided by the currency swap provider must be
deposited in a bank account (the Collateral Account) with a bank having (1) a
short-term credit rating of at least A-1+ by Standard & Poor's, or (2) a
long-term credit rating of at least A2 by Moody's or a short-term credit rating
of at least P-1 by Moody's. The Collateral Account must be in the name of the
issuer trustee and must bear interest at a commercial rate payable monthly to
the currency swap provider, providing the amount deposited in the Collateral
Account is not less than the amount the currency swap provider is required to
maintain under the collateral agreement contemplated above. No



                                       90


money may be paid into the Collateral Account other than cash collateral and
interest payable on the money credited to the Collateral Account.

         The issuer trustee may only make withdrawals from the Collateral
Account if directed to do so by the manager and then only for the purpose of:

         o  novating the rights and obligations of the currency swap provider
            under the currency swap in accordance with the above (including any
            costs of obtaining a replacement counterparty);

         o  refunding to the currency swap provider any excess in the amount of
            any collateral deposited to the Collateral Account over the amount
            the currency swap provider is required to maintain under any
            collateral agreement contemplated above;

         o  withdrawing any amount which has been incorrectly deposited into the
            Collateral Account;

         o  paying bank accounts debit tax or other equivalent taxes payable in
            respect of the collateral; or

         o  funding the amount of any payment due to be made by the currency
            swap provider under the currency swap if the currency swap provider
            fails to make that payment and any applicable grace period has
            expired.

         The manager must direct the issuer trustee to, and the issuer trustee
must, refund or pay to the currency swap provider the amount of any payment
which may be made to the currency swap provider as described above as soon as
such refund or payment is possible.

TERMINATION PAYMENTS

         On the date of termination of the currency swap, a termination payment
will be due from the issuer trustee to the currency swap provider or from the
currency swap provider to the issuer trustee. The termination of a currency swap
is not an event of default under the security trust deed.

         The termination payment in respect of a currency swap will be
determined on the basis of quotations from four leading dealers in the relevant
market selected by the non-defaulting party to enter into a replacement
transaction that would have the effect of preserving the economic equivalent of
any payment that would, but for the early termination, have been required under
the terms of the currency swap.

REPLACEMENT OF THE CURRENCY SWAP

         If any transaction under the currency swap is terminated, the issuer
trustee must (subject to bullet point 4 below), at the direction of the manager,
enter into one or more replacement currency swaps which replace those
transactions, but only on the condition that:

         o  the termination payment, if any, which is payable by the issuer
            trustee to the currency swap provider on termination of the
            transaction will be paid in full when due in accordance with the
            supplementary bond terms notice and the currency swap;

         o  the rating agencies confirm that such replacement currency swap will
            not cause a reduction or a withdrawal of the ratings of the Class A
            notes;


                                       91


         o  the liability of the issuer trustee under that replacement currency
            swap is limited to at least the same extent that its liability is
            limited under that transaction; and

         o  the terms of the replacement currency swap are acceptable to the
            issuer trustee acting reasonably and taking into account the
            interests of the noteholders.

         If the preceding conditions are satisfied, the issuer trustee must, at
the direction of the manager, enter into the replacement currency swap, and if
it does so, it must:

         o  direct the provider of the replacement currency swap to pay any up
            front premium to enter into the replacement currency swap due to the
            issuer trustee directly to the currency swap provider in
            satisfaction of and to the extent of the issuer trustee's obligation
            to pay the termination payment to the currency swap provider as
            referred to in the first bullet point. To the extent that such
            premium is not greater than or equal to the termination payment, the
            balance must be paid by the issuer trustee as an Expense of the
            fund; or

         o  if the issuer trustee enters into a replacement currency swap in
            accordance with the above, the issuer trustee must direct the
            currency swap provider to pay any termination payments payable to
            the issuer trustee directly to the provider of the replacement
            currency swap as payment of and to the extent of any upfront premium
            payable by the issuer trustee to enter into the replacement currency
            swap in satisfaction of and to the extent of the currency swap
            provider's obligation to pay a termination payment to the issuer
            trustee.

CURRENCY SWAP PROVIDER [TO BE UPDATED ONCE CURRENCY SWAP PROVIDER APPOINTED]

         The currency swap provider will be [*].

WITHHOLDING OR TAX DEDUCTIONS

         All payments in respect of the Class A notes will be made without any
withholding or tax deduction for, or on account of, any present or future taxes,
duties or charges of whatever nature unless the issuer trustee or any paying
agent is required by applicable law (whether imposed by the United States,
Australia or any other jurisdiction) to make any such payment in respect of the
Class A notes subject to any withholding or deduction for, or on account of, any
present or future taxes, duties or charges of whatsoever nature. In the event
that the issuer trustee or the paying agents, as the case may be, shall make
such payment after such withholding or deduction has been made, it shall account
to the relevant authorities for the amount so required to be withheld or
deducted. Neither the issuer trustee nor any paying agent nor the Class A note
trustee will be obligated to make any additional payments to holders of the
Class A notes with respect to that withholding or deduction.

REDEMPTION OF THE NOTES FOR TAXATION OR OTHER REASONS

         If the manager satisfies the issuer trustee and the Class A note
trustee, immediately before giving the notice to the Class A noteholders as
described in this section, that either:

         o  on the next payment date the issuer 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, top-up funding facility or redraw funding facility any
            amount for or on account of any present or future taxes, duties,
            assessments or governmental



                                       92


            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

         o  the total amount payable in respect of interest in relation to the
            housing loans for a Calculation Period ceases to be receivable,
            whether or not actually received by the issuer trustee during such
            Calculation Period (but this paragraph does not apply to a failure
            by the issuer trustee to receive any interest in relation to the
            housing loans merely by reason of the failure by the relevant
            borrowers to pay that interest in breach of the relevant housing
            loans);

then the issuer trustee must, when so directed by the manager, at the manager's
option, provided that the issuer trustee will be in a position on such payment
date to discharge, and the manager will so certify to the issuer trustee and the
Class A note trustee, all its liabilities in respect of the notes and any
amounts required under the security trust deed to be paid in priority to or
equal with the notes if the security for the notes were being enforced, redeem
all, but not some, of the notes at their then Invested Amounts, together with
accrued interest to (but excluding) the date of redemption on any subsequent
payment date. Noteholders must be given notice of a redemption not more than 60
nor less than 45 days prior to the date of redemption. The Class A noteholders
and the Class B noteholders may by Extraordinary Resolution elect that they do
not require the issuer trustee to redeem the notes in the circumstances
described in this section. The noteholders must notify the manager and the
issuer trustee of their election not to require the issuer trustee to redeem the
notes on or before the 21st day before the next payment date following their
receipt of such proposed redemption.

REDEMPTION OF THE NOTES UPON AN EVENT OF DEFAULT

         If an event of default occurs under the security trust deed while the
Class A notes or Class B notes are outstanding, the security trustee may, in its
absolute discretion, subject in some circumstances to the prior written consent
of the Voting Secured Creditors in accordance with the provisions of the
security trust deed, and will, if so directed by an Extraordinary Resolution of
the Voting Secured Creditors enforce the security created by the security trust
deed. That enforcement can include the sale of some or all of the housing loans.
Any proceeds from the enforcement of the security will be applied in accordance
with the order of priority of payments as set out in the security trust deed.
See "Description of the Transaction Documents--The Security Trust Deed."

OPTIONAL REDEMPTION OF THE NOTES

         At the manager's direction, the issuer trustee must, having given not
more than in the case of Class A notes, 60 nor less than 45 days' notice to the
noteholders, in accordance with the applicable conditions of the notes, purchase
or redeem all, but not some only, of the notes by repaying the Outstanding
Principal Balance of the notes, together, in each case, with accrued interest to
(but excluding) the date of repurchase or redemption, on any payment date
falling on or after the earlier of:

         o  the payment date on which the total Outstanding Principal Balance of
            all notes calculated and expressed in the A$ Equivalent is equal to
            or less than 10% of the total initial Outstanding Principal Balance
            of the notes calculated and expressed in the A$ Equivalent; and

         o  the payment date falling in [*],


                                       93


provided that if the aggregate Outstanding Principal Balance of all Class A
notes calculated and expressed in the A$ Equivalent on such date of redemption
or repurchase has been reduced by Class A Charge Offs which have not been
reinstated, 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 provided further that the manager
certifies to the issuer trustee and the Class A note trustee that the issuer
trustee will be in a position on this payment date to discharge 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 to or equal with the notes if the security for the notes were being
enforced.

FINAL MATURITY DATE

         The issuer trustee must pay the Outstanding Principal Balance, together
with all accrued and unpaid interest in relation to each note on or by the final
maturity date. The failure of the issuer trustee to pay the Outstanding
Principal Balance, together with all accrued and unpaid interest within 10
Banking Days of the due date for payment will be an event of default under the
security trust deed.

FINAL REDEMPTION OF THE NOTES

         Each note will be finally redeemed, and the obligations of the issuer
trustee with respect to the payment of the Outstanding Principal Balance of that
note must be finally discharged, upon the first to occur of:

         o  the date on which the Invested Amount of the note is reduced to
            zero;

         o  the date on which the note is redeemed as described under
            "--Redemption of the Notes of Taxation or Other Reasons" or
            "--Optional Redemption of the Notes";

         o  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;

         o  the date on which all amounts received by the Class A note trustee
            with respect to the enforcement of the security trust deed are paid
            to the principal paying agent 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;

         o  the payment date immediately following the date on which the issuer
            trustee completes a sale and realization of all of the assets of the
            fund in accordance with the master trust deed and the supplementary
            bond terms notice; and

         o  the final maturity date.

TERMINATION OF THE FUND

         The fund shall continue until, and shall terminate on its Termination
Date.

PRESCRIPTION

         A note will be void in its entirety if not surrendered for payment
within ten years of the relevant date in respect of any payment on the note, the
effect of which would be to reduce the Outstanding Principal Balance of such
note to zero. The relevant date is the date on which a payment first becomes due
but, if the full amount of the money payable has not been received by



                                       94


the principal paying agent or the Class A note trustee on or prior to that date,
it means the date on which the full amount of such money having been so received
and notice to that effect is duly given in accordance with the terms of the
relevant note. After the date on which a note becomes void in its entirety, no
claim may be made in respect of it.

VOTING AND CONSENT OF NOTEHOLDERS

         The note trust deed contains provisions for each class of noteholders
to consider any matter affecting their interests. In general, the holders of a
majority of the aggregate Invested Amount of the Class A notes may take or
consent to any action permitted to be taken by the Class A noteholders under the
note trust deed. Notwithstanding the foregoing, the consent of holders of 75% of
the aggregate Invested Amount of the Class A notes calculated and expressed in
the A$ Equivalent shall be required to accomplish the following:

         o  modification of final maturity date;

         o  alteration of principal payment payable or any alteration of the
            date or priority of redemption of Class A notes;

         o  alteration of the interest rate or manner of payment of interest
            method of calculation, date of payment on the Class A notes;

         o  alteration of the currency of the Class A notes;

         o  alteration of the required percentage of Invested Amount required to
            consent to or take action with respect to the Class A notes;

         o  sanction of a compromise or arrangement proposed to be made between
            the issuer trustee and Class A noteholders with respect to the Class
            A notes;

         o  assent to any modification of the provisions of the Class A notes,
            including the conditions or the provisions of any other transaction
            document;

         o  discharge or exonerate the Class A note trustee from liability in
            respect of any act or omission for which the note trustee may have
            become responsible;

         o  sanction a scheme or proposal for conversion of the Class A notes
            into shares or stock or cancellation of Class A notes;

         o  direct the Class A note trustee to direct the security trustee to
            enforce the security under the security trust deed;

         o  override any waiver by the Class A note trustee of a breach of any
            provisions of the transaction documents or an event of default under
            the security trust deed;

         o  removal of the current Class A note trustee or appointment of a new
            Class A note trustee; and

         o  approve the costs and expenses of the Class A note trustee incurred
            in enforcing rights under, or prosecuting lawsuits related to, the
            transaction documents for which the Class A note trustee is entitled
            to be indemnified.


                                       95


REPORTS TO NOTEHOLDERS

         No later than 2 Banking Days before each payment date, the manager
will, in respect of the Calculation Period ending before that payment date,
deliver to the principal paying agent, the Class A note trustee and the issuer
trustee, a noteholder's report containing the following information:

         o  the Invested Amount and Outstanding Principal Balance of each class
            of notes, including the Class B notes;

         o  the interest payments and principal distributions on each class of
            notes;

         o  the Collections;

         o  the Interest Collections;

         o  the Principal Collections;

         o  the aggregate of all redraws and top-up loans made during that
            Calculation Period;

         o  the amount of funds withdrawn from the cash collateral account, if
            any, for that Calculation Period;

         o  the balance of the cash collateral account after giving effect to
            all deposits and withdrawals from that account on the next payment
            date;

         o  the aggregate amount of Realized Losses realized during the
            Calculation Period, if any;

         o  the amount of Realized Losses, if any, during that Calculation
            Period allocated to each class of notes and any redraw funding
            facility and any top-up funding facility;

         o  the bond factor for each class of notes, which with respect to a
            class of notes, means the aggregate of the Invested Amount of the
            class of notes less all principal payments on that class of notes to
            be made on the next payment date, divided by the aggregate initial
            Invested Amount of that class of notes;

         o  if required, the threshold rate as of that payment date;

         o  the interest rates on the notes for the related Interest Period;

         o  scheduled and unscheduled payments of principal on the housing
            loans;

         o  aggregate Outstanding Principal Balance of the fixed rate housing
            loans and the aggregate Outstanding Principal Balance of the
            variable rate housing loans;

         o  delinquency and loss statistics with respect to the housing loans;

         o  LIBOR for the related Interest Period in respect of the Class A1
            notes;

         o  EURIBOR for the related Interest Period in respect of the Class A2
            notes;

         o  the Class A Carry Over Charge Offs;

         o  the Class A Charge Offs;


                                       96


         o  the Class B Carry Over Charge Offs;

         o  the Class B Charge Offs;

         o  the Redraw Charge Offs;

         o  the Carry Over Redraw Charge Offs;

         o  the Top-up Charge Offs;

         o  the Carry Over Top-up Charge Offs;

         o  the Required Cash Collateral; and

         o  the current cash collateral balance.

         Unless and until definitive Class A1 notes are issued, beneficial
owners of the Class A1 notes will receive reports and other information provided
for under the transaction documents only if, when and to the extent provided by
DTC and its participating organizations.

         Unless and until definitive notes are issued, periodic and annual
unaudited reports containing information concerning the fund and the Class A1
notes will be prepared by the manager and sent to DTC. DTC and its participants
will make such reports available to holders of interests in the notes in
accordance with the rules, regulations and procedures creating and affecting
DTC. However, such reports will not be sent directly to each beneficial owner
while the notes are in book-entry form. Upon the issuance of fully registered,
certificated notes, such reports will be sent directly to each noteholder. Such
reports will not constitute financial statements prepared in accordance with
generally accepted accounting principles. The manager will file with the SEC
such periodic reports as are required under the Securities Exchange Act of 1934
(the "Exchange Act"), as amended, and the rules and regulations of the SEC
thereunder. However, in accordance with the Exchange Act and the rules and
regulations of the SEC thereunder, the manager expects that the obligation to
file such reports will be terminated following the end of [*].

                    DESCRIPTION OF THE TRANSACTION DOCUMENTS

         The following summary describes the material terms of the transaction
documents. The summary does not purport to be complete and is subject to the
provisions of the transaction documents. All of the transaction documents,
except for the note trust deed, are governed by the laws of New South Wales,
Australia. The note trust deed is governed by the laws of New South Wales,
Australia and the administration of the trust created under the note trust deed
is governed by New York law. A copy of the master trust deed and the mortgage
origination and management agreement and a form of each of the other transaction
documents have been filed as exhibits to the registration statement of which
this prospectus is a part.

TRUST ACCOUNTS

         The issuer trustee will establish and maintain the fund bank accounts
with an Approved Bank. The accounts will initially be established with Westpac
Banking Corporation, which has a short-term rating of P-1 from Moody's and A-1+
from Standard & Poor's. Each bank account shall be opened by the issuer trustee
in its name and in its capacity as trustee of the fund. These accounts will not
be used for any purpose other than for the fund. These accounts will be interest
bearing accounts.


                                       97


         The manager shall have the discretion and duty to recommend to the
issuer trustee, in writing, the manner in which any moneys forming part of the
fund shall be invested in Authorized Investments and what purchases, sales,
transfers, exchanges, collections, realizations or alterations of assets of the
fund shall be effected and when and how the same should be effected. Each
investment of moneys on deposit in the fund's accounts shall be in Authorized
Investments that will mature on or before the applicable payment date.

LIQUIDITY RESERVE

CASH COLLATERAL AMOUNT

         On the issue date, the issuer trustee, at the direction of the manager,
will issue liquidity notes to the liquidity noteholders having initial face
value of A$[*] on the terms set out in a supplementary bond terms notice for
liquidity notes. Any proceeds from the issue will be credited in the cash
collateral account.

         The liquidity notes may be repaid from Principal Collections, but only
to the extent that the aggregate Outstanding Principal Balance of all of the
notes is zero or will be reduced to zero following any payments made on the
relevant payment date.

         If after making all required payments on a payment date, on any payment
date the amount of the cash collateral exceeds the higher of:

         o  0.25% of the aggregate Outstanding Principal Balance of the housing
            loans secured by the mortgages or such other amount as the manager
            and designated rating agencies agree from time to time; and

         o  0.03% of the total original Outstanding Principal Balance of all of
            the notes or such other amount as the manager and designated rating
            agencies agree from time to time,

the issuer trustee must (at the direction of the manager) on that payment date
apply any surplus cash collateral in or towards payments to each liquidity
noteholder of amounts payable under or in respect of the liquidity notes or
interest payable in respect of each liquidity note in accordance with the
supplementary bond terms notice relating to the liquidity notes.

         The amounts credited in the cash collateral account must be invested in
Authorized Investments which are rated "AAA" or "A-1+" by Standard & Poor's and
"Prime-1" or "Aaa" by Moody's or such other rating as may be approved by the
designated rating agencies and which mature not later than the day preceding the
applicable payment date.

         Income from Authorized Investments comprised in cash collateral does
not constitute Collections and must be credited into the cash collateral
account.

USE OF CASH COLLATERAL

         If on any payment date the manager determines that Collections (other
than Collections with respect to amounts applied from the cash collateral
account) for the relevant Calculation Period are less than the aggregate amounts
payable under clauses first through sixth of the Interest Collections Waterfall,
the manager must direct the issuer trustee to apply cash collateral an amount
equal to the lesser of the amount of such shortfall on such payment date and the
balance of the cash collateral account which amount will then be applied to and
become part of Collections available on the relevant Payment Date towards the
payment of any deficiency in the order described in "Description of the Class A1
Notes--Interest Collections--Distribution of Interest Collections".


                                       98


AMENDMENTS TO TRANSACTION DOCUMENTS

         The issuer trustee or the manager, with respect to the master trust
            deed,

         o  may by way of supplemental deed alter, add to or modify the master
            trust deed or the supplementary bond terms notice; and

         the issuer trustee or the manager,

         o  may by way of supplemental deed entered into with the parties to the
            note trust deed alter, add to or modify the note trust deed or any
            other transaction document to which the note trustee is a party; or

         o  subject to the preceding bullet point, with the consent of the Class
            A note trustee, alter, add to or modify any other transaction
            document (in so far as that amendment affects or relates to the
            fund),

so long as such alteration, addition or modification was effected with consent
of the noteholders or beneficiaries as described below or is:

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

         o  necessary to comply with the provisions of any law or regulation or
            with the requirements of any Australian governmental agency;

         o  appropriate or expedient as a consequence of an amendment to any
            statute or regulation or altered requirements of the government of
            any jurisdiction, any department, commission, office of any
            government or any corporation owned or controlled by any government,
            including, without limitation, an alteration, addition or
            modification which is appropriate or expedient as a consequence of
            the enactment of a statute or regulation or an amendment to any
            statute or regulation or ruling by the Australian Commissioner or
            Deputy Commissioner of Taxation or any governmental announcement or
            statement, in any case which has or may have the effect of altering
            the manner or basis of taxation of trusts generally or of trusts
            similar to any of the SMHL funds established under the master trust
            deed including the fund;

         o  in relation to the master trust deed, in the reasonable opinion of
            the issuer trustee or in relation to the note trust deed, in the
            reasonable opinion of the note trustee, neither prejudicial nor
            likely to be prejudicial to the interest of the noteholders or any
            beneficiary (in the case of the master trust deed only).

         The manager must provide a copy of all proposed amendments to any
transaction document to each rating agency at least 5 Banking Days (or such
period as may from time to time be agreed by the manager with each rating
agency), in respect of the master trust deed or the supplementary bond terms
notice, and not less than 10 Banking Days, in respect of the note trust deed,
prior to the amendment taking effect.

         Except for an alteration, addition or modification as described above,
where in the reasonable opinion of the issuer trustee a proposed alteration,
addition or modification to the master trust deed or the supplementary bond
terms notice is prejudicial or likely to be prejudicial to the interests of the
noteholders or any beneficiary, such alteration, addition or modification may
only be



                                       99


effected by the issuer trustee with the prior written consent of the noteholders
of the fund or of the relevant beneficiary, as the case may be.

         Any modification of the note trust deed which serves to alter, add, or
modify the terms and conditions of a class of notes or the provisions of any of
the transaction documents, if such alteration, addition or modification is, in
the reasonable opinion of the Class A note trustee, prejudicial or likely to be
prejudicial to the Class A noteholders, may be made only with the sanction of
Class A noteholders holding at least 75% of the aggregate Invested Amount of all
Class A notes.

         The Class A note trustee may waive or authorize any breach or proposed
breach of Class A notes or any of the transaction documents by the issuing
trustee or determine that any condition, event or act which may constitute an
event of default under the note trust deed shall not be so treated. However,
this power can not be exercised by the Class A note trustee in contravention of
any express direction by Class A noteholders holding at least 75% of the
aggregate Invested Amount of the Class A notes calculated and expressed in the
A$ Equivalent.

THE ISSUER TRUSTEE

GENERAL

         The issuer trustee is appointed as trustee of the fund on the terms set
out in the master trust deed and the supplementary bond terms notice. The issuer
trustee has all the rights, powers and discretions over and in respect of the
assets of the fund in accordance with the transaction documents. The manager is
required to give to the issuer trustee all directions necessary to give effect
to its recommendations and proposals, and the issuer trustee is not required to
take any action unless it receives a direction from the manager. The issuer
trustee has appointed CT Corporation System, 111 Eighth Avenue, 13th floor, New
York, New York 10011, as its agent upon whom process may be served.

         The issuer trustee must act honestly and in good faith and comply with
all relevant material laws in performance of its duties and in exercising its
discretions under the master trust deed, use its best endeavors to carry on and
conduct its business insofar as it relates to the master trust deed in a proper
and efficient manner and to exercise such diligence and prudence as a prudent
person of business would exercise in performing its express functions and in
exercising its discretions under the master trust deed.

         Under the master trust deed, each noteholder and each beneficiary:

         o  is not entitled to:

            o  interfere with or question the exercise or non-exercise by the
               issuer trustee or the manager of any right or power in relation
               to the fund;

            o  require transfer to it of any asset of the fund or exercise any
               rights, powers or privileges in respect of any assets of the
               fund;

            o  negotiate with any mortgagor, the mortgage manager in respect of
               any mortgage or with any person providing a hedge or an
               enhancement to the fund;

            o  take any proceedings of any nature, including against the issuer
               trustee, the manager, the Class A note trustee, the security
               trustee or any former issuer trustee, manager,



                                      100


               Class A note trustee or security trustee or in respect of the
               fund, except to compel compliance with the transaction documents;

         o  the noteholder is only a creditor of the issuer trustee in its
            capacity as a trustee of the fund to the extent of the notes held by
            that noteholder and is not entitled to, subject to the security
            trust deed, any other interest in the fund;

         o  any obligations of the issuer trustee to the noteholders are
            contractual obligations and not fiduciary obligations.

         Under the master trust deed:

         o  the issuer trustee has no duty, and is under no obligation, to
            investigate any accounts, management, control or activities of the
            manager, the mortgage manager or any other person or to inquire into
            or in any manner question or in any manner whatsoever seek to
            interfere with the management, control or activities of any such
            person;

         o  in the absence of actual knowledge to the contrary, the issuer
            trustee is entitled to rely conclusively on, and is not required to
            investigate any notice, report, certificate, calculation or
            representation of or by the manager or the mortgage manager.

         The issuer trustee will only be considered to have knowledge or notice
of or be aware of any matter or thing if the issuer trustee has knowledge,
notice or awareness of that matter or thing by virtue of the actual notice or
awareness of the officers or employees of the issuer trustee who have day-to-day
responsibility for the administration of the fund.

ANNUAL COMPLIANCE STATEMENT

         The manager, on behalf of the issuer trustee, will deliver to the Class
A note trustee annually a written statement as to the fulfillment of the issuer
trustee's obligations under the transaction documents.

DELEGATION

         In exercising its powers and performing its obligations and duties
under the master trust deed, the issuer trustee may delegate any or all of the
duties, powers, discretion or other functions of the issuer trustee under the
master trust deed or otherwise in relation to the fund, to any person subject to
any restrictions as it thinks fit; provided that the delegate is approved by the
manager and a notice of delegation was given to the rating agencies.

         Except for the issuer trustee's own fraud, negligence or willful
default, the issuer trustee will not be liable for any loss incurred as a result
of any fraud, neglect or breach of duty by such delegate where the appointment
of the delegate was made in good faith and using reasonable care, except where
the delegate has acted or omitted to act at the express direction of the issuer
trustee.

ISSUER TRUSTEE FEES AND EXPENSES

         The issuer trustee is entitled to a quarterly fee.

         The issuer trustee will be reimbursed out of the assets of the fund for
all expenses incurred in connection with the performance of its obligations in
respect of the fund, but not general overhead costs and expenses. These expenses
will be the Expenses.


                                      101


         These fees will be increased to take into account any liability for
goods and services tax in respect of the fee. However, the fund may be entitled
to a tax credit in respect of this increase.

REMOVAL OF THE ISSUER TRUSTEE

         The issuer trustee is required to retire as trustee after a direction
from the manager in writing if:

         o  an Insolvency Event has occurred and is continuing in relation to
            the issuer trustee;

         o  an Issuer Trustee's Default has occurred and is continuing; or

         o  effective control of the issuer trustee changes or the issuer
            trustee merges or consolidates with another entity without the
            resulting merged or consolidated entity assuming all issuer
            trustee's obligation under the transaction document.

         If the issuer trustee fails to retire within 30 days from the notice
given to it by the manager, the manager may, by a deed poll executed by the
manager, remove the issuer trustee from the office of the trustee.

         The issuer trustee will bear the reasonable costs of its removal. The
issuer trustee will indemnify the manager and the fund for these costs.

         The manager, subject to giving prior notice to the rating agencies, is
entitled to appoint a replacement statutory trustee on removal or retirement of
the issuer trustee if that appointment will not have an adverse effect on the
rating of the notes. Until the appointment is completed the manager must act as
issuer trustee and will be entitled to the issuer trustee's fee for the period
it so acts as issuer trustee.

VOLUNTARY RETIREMENT OF THE ISSUER TRUSTEE

         The issuer trustee may resign on giving to the manager and each rating
agency not less than three months' (or such other period as the manager and the
issuer trustee may agree) notice in writing of its intention to do so.

         Before retirement, the issuer trustee must appoint a successor trustee
who is approved by the manager (acting reasonably) and whose appointment will
not have an adverse effect on the rating of the notes.

LIMITATION OF THE ISSUER TRUSTEE'S LIABILITY

         The issuer trustee will not be liable personally for any losses, costs,
liabilities or claims arising from the failure to pay moneys on the due date for
payment to any noteholder, income beneficiary, the manager or any other person
or for any loss howsoever caused in respect of the fund or to any noteholder,
income beneficiary, the manager or any other person, except to the extent caused
by its fraud, negligence or willful default.

         The issuer trustee acts as trustee and issues the notes only in its
capacity as trustee of the fund and in no other capacity. A liability arising
under or in connection with the transaction documents or the fund is limited to
and cannot be enforced against the issuer trustee by any person to a greater
extent than the issuer trustee is entitled to recover through its rights of
indemnity from the fund. Subject to the following sentence, this limitation of
the issuer trustee's liability applies despite any other provision of the
transaction documents and extends to all liabilities and



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obligations of the issuer trustee in any way connected with any representation,
warranty, conduct, omission, agreement or transaction related to the master
trust deed, the notes, the conditions or the fund. Noteholders, providers of
support facilities and the other parties to the transaction documents may not
take action against the issuer trustee in respect of liabilities incurred by it
acting as trustee of the fund in any capacity other than as trustee of the fund
and may not seek to have the issuer trustee wound-up, or prove in the winding-up
of the issuer trustee (except in relation to the assets of the fund). The
limitation will not apply to any obligation or liability of the issuer trustee
if such liability arises from the issuer trustee's fraud, negligence or willful
default. For these purposes a "willful default" does not include a default which
arises as a result of a breach of a transaction document by any other person,
other than any person for whom the issuer trustee is liable under the
transaction documents, or which is required by law or a proper instruction or
direction given to it by the Class A note trustee, a noteholder or Voting
Secured Creditors in circumstances where they are authorized to do so.

         The master trust deed also contains other provisions which regulate the
issuer trustee's liability to noteholders, other creditors and the income
beneficiary. These include, but are not limited to, the following:

         o  subject to the master trust deed, the issuer trustee is not liable
            to any person for any losses, costs, liabilities or expenses arising
            out of the exercise or non-exercise of its discretion, or by the
            manager of its discretions, or for acting on any instructions or
            directions given to it;

         o  the issuer trustee is not liable to any person in respect of any
            failure to perform or do any act or thing if such act or thing is
            prohibited by any law or a court judgment or if it becomes
            impossible or impracticable to carry out any or all of the
            provisions of the master trust deed, except for its own fraud,
            negligence or willful default; and

         o  the issuer trustee is not liable for any act, omission, misconduct,
            oversight, error of judgment, forgetfulness or want of prudence of
            the manager, the mortgage manager, the Class A note trustee, any
            paying agent, any calculation agent, the security trustee or any
            other delegate or agent or other person appointed by the issuer
            trustee or the manager and upon whom the issuer trustee is entitled
            to rely under the master trust deed (other than a related company of
            the issuer trustee), any attorney, banker, receiver, barrister,
            solicitor, agent or other person acting as agent or adviser to the
            issuer trustee or the manager.

              RIGHTS OF INDEMNITY OF ISSUER TRUSTEE

         The issuer trustee will be indemnified out of the assets of the fund
against all losses and liabilities properly incurred by the issuer trustee in
performing any of its duties or exercising any of its powers under the
transaction documents in relation to the fund except for fraud, negligence or
willful default.

         The issuer trustee is also indemnified out of the assets of the fund
against certain payments it may be liable to make under the UCCC. ME also
indemnifies the issuer trustee in relation to the liability under the UCCC and
the issuer trustee is required to first call on the indemnity from ME before
calling on the indemnity from the assets of the fund.

THE MANAGER

POWERS

     The manager will have full and complete powers of management of the fund,
including the administration and servicing of the assets which are not serviced
by the mortgage manager, borrowings and other liabilities of the fund and the
operation of the fund.

     The issuer trustee has no duty to supervise the manager in the performance
of its functions and duties, or the exercise of its discretions.

     The manager has the absolute discretion to recommend Authorized Investments
to the issuer trustee and direct the issuer trustee in relation to those
Authorized Investments.

DELEGATION

     The manager may, in carrying out and performing its duties and obligations
contained in the master trust deed, delegate to any of the manager's officers
and employees, all acts, matters and things, whether or not requiring or
involving the manager's judgment or discretion, or appoint any person to be its
attorney, agent, delegate or sub-contractor for such purposes and with such
powers as the manager thinks fit.

MANAGER'S FEES, EXPENSES AND INDEMNIFICATION

     The manager is entitled to a fee calculated monthly and equal to up to
0.75% per annum of the aggregate Outstanding Principal Balance of the Mortgages
and up to 0.25% of the aggregate value of all other Authorized Investments held
by the fund on the last day of each month. The fee is payable quarterly in
arrears on the [*] day of [*], [*], [*] and [*].

     The manager will be indemnified out of the assets of the fund for any
liability, cost or expense properly incurred by it in its capacity as manager of
the fund, other than general overhead costs and expenses. These expenses are
included in Expenses.

     These fees will be increased to take into account any liability for goods
and services tax in respect of the fee. However, the issuer trustee may be
entitled to a tax credit in respect of this increase.

REMOVAL OR RETIREMENT OF THE MANAGER

     The manager shall retire as the fund manager if the issuer trustee so
directs in writing if an Insolvency Event has occurred and is continuing in
relation to the manager or following a Manager's Default. The manager shall bear
the costs of its removal after a Manager's Default. The manager has agreed to
indemnify the issuer trustee and the fund for those costs.

     If the manager fails to retire within 30 days from the notice given to it
by the issuer trustee, the issuer trustee may, by the deed poll executed by the
issuer trustee, remove the manager from the management of the fund.

     The manager may resign only if:

     o    it gives the issuer trustee and each rating agency, a 3 months' (or
          such lesser period as the manager and the issuer trustee may agree)
          notice in writing of its intention to retire; and

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     o    a new manager acceptable to the issuer trustee and the rating agencies
          is appointed.

     On retirement or removal of the manager, the issuer trustee may appoint
another manager on such terms as the issuer trustee sees fit, including the
amount of the manager's fee, provided the appointment will not have an adverse
effect on the ratings of the Class A notes. Until a replacement manager is
appointed, the issuer trustee may act as a manager and will be entitled to the
manager's fee for the period it so acts.

LIMITATION OF MANAGER'S LIABILITY

     The principal limitations on the manager's liability are set out in full in
the master trust deed.

     These include the following limitations:

     o    the manager will be indemnified out of the fund in respect of any
          liability, cost or expense properly incurred by it in its capacity as
          manager of the fund;

     o    the manager is not liable to any person in respect of any failure to
          perform or do any act or thing if such act or thing is prohibited by
          any law or a court judgment or if it becomes impossible or
          impracticable to carry out any or all of the provisions of the master
          trust deed, except for its own fraud, negligence or willful default;
          and

     o    subject to the master trust deed, the manager is not responsible for
          any act, omission, misconduct, mistake, oversight, error of judgment,
          forgetfulness or want of prudence the issuer trustee, the mortgage
          manager, the Class A note trustee, the security trustee, any paying
          agent, any calculation agent or any other agent or delegate appointed
          by the issuer trustee or the manager or on whom the manager is
          entitled to rely under the master trust deed (other than a related
          company of the manager), any attorney, auditor, banker, receiver,
          barrister, solicitor, agent or other person acting as agent or adviser
          to the issuer trustee or the manager.

THE MANAGEMENT SUPPORT DEED

     The manager will not have employees and therefore, pursuant to the
management support deed, ME covenants with each of MEPM and the issuer trustee
to provide MEPM, at ME's cost (but subject to payment of a fee described below)
sufficient resources to enable MEPM to fully and properly perform the
obligations, responsibilities and functions undertaken by MEPM under the master
trust deed and any transaction document. These resources include computer
systems, day-to-day funding requirements, expertise, office space, facilities
and personnel. MEPM must pay out of its own funds to ME such fees as are agreed
between them from time to time (not exceeding the actual amount of fees received
by MEPM, as manager under the master trust deed including after satisfaction of,
or provision for, all fees payable by MEPM to the mortgage manager) and at all
times agreed. A default by MEPM in the payment of those fees will not entitle ME
to terminate the management support deed or refuse to perform its obligations
under the management support deed.

THE CLASS A NOTE TRUSTEE

     The Bank of New York will serve as the Class A note trustee. The principal
corporate trust office of the Class A note trustee responsible for the
administration of the fund is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286 United States of America. The Class A note trustee will be
entitled to execute any of its trusts or powers under the note trust deed


                                      105


either directly or through agents or attorneys providing that the Class A note
trustee must within a reasonable time prior to the employment of any agent give
notice of such employment to the issuer trustee and the designated rating
agencies. The Class A note trustee and every other person properly appointed by
it under the note trust deed will be entitled to indemnification from the assets
of the fund against all loss, liability, expense, costs, damages, actions,
proceedings claims and demands incurred by, or made against, the Class A note
trustee in connection with its execution of the Class A note trust under the
note trust deed or of their powers or in respect of any matter in any way
relating to the note trust deed, provided that the indemnification will not
extend to any loss, liability or expense arising from any fraud, negligence or
willful default by the Class A note trustee.

     The Class A note trustee will at all times be a corporation or association,
organized and doing business under the laws of the United States of America, any
individual state or the District of Columbia, authorized under those laws to
exercise corporate trust powers, having a combined capital of U.S.$50,000,000,
as set forth in its most recent published annual report of condition, and
subject to supervision or examination by federal or state authority. The Class A
note trustee may also, if permitted by the Securities and Exchange Commission,
be organized under the laws of a jurisdiction other than the United States,
provided that it is authorized under such laws to exercise corporate trust
powers and is subject to examination by authority of such jurisdictions
substantially equivalent to the supervision or examination applicable to a
trustee in the United States. Neither the manager, the issuer trustee nor any of
their related entities may be approved as note trustee.

     The Class A note trustee may resign after giving not less than 3 months'
written notice to the issuer trustee, the manager, the security trustee and each
designated rating agency. The issuer trustee may also remove the Class A note
trustee in the following circumstances:

     o    if the Class A note trustee becomes insolvent;

     o    if the Class A note trustee ceases its business; and

     o    if the Class A note trustee fails to comply with any of its
          obligations under any transaction document and the issuer trustee
          determines that this failure has had, or if continued, will have, a
          Material Adverse Effect, and if capable of remedy, the Class A note
          trustee does not remedy this failure within 14 days after the earlier
          of the following:

          o    the Class A note trustee becoming aware of this failure; and

          o    receipt by the Class A note trustee of written notice with
               respect to this failure from either the issuer trustee or the
               manager; or

          o    if the Class A note trustee fails to satisfy any obligation
               imposed under the Trust Indenture Act of 1939 with respect to the
               fund or the note trust deed.

     The holders of 75% of the aggregate Invested Amount of the Class A notes
calculated and expressed in the A$ Equivalent may require the issuer trustee to
remove the Class A note trustee.

     Any resignation or removal of the Class A note trustee and appointment of a
successor Class A note trustee will not become effective until acceptance of the
appointment by a successor Class A note trustee and confirmation from Moody's
(such confirmation not to be unreasonably withheld or delayed) that such
appointment will not cause a downgrade, qualification or withdrawal of the then
current ratings of the Class A notes. The manager is responsible for obtaining
such confirmation from Moody's.



                                      106


     The principal limitations on the Class A note trustee's liability are set
out in full in the note trust deed but include that the Class A note trustee
will have no liability under or in connection with the transaction documents
other than to the extent to which the liability is able to be satisfied out of
the property from which the Class A note trustee is actually indemnified for the
liability. This limitation will not apply to a liability of the Class A note
trustee to the extent that it is not satisfied because, under the transaction
documents or by operation of law, there is a reduction in the extent of the
Class A note trustee's indemnification as a result of its own fraud, negligence
or willful default.

THE SECURITY TRUST DEED

GENERAL

     Perpetual Trustee Company Limited having an office at Level 7, 9
Castlereagh Street, Sydney, NSW 2000 is the security trustee. Perpetual Trustee
Company Limited's principal activities are the provision of services as trustee,
executor, administrator, attorney and agent and other fiduciary services.
Perpetual Trustee Company Limited has obtained an Australian Financial Service
License under Part 7.6 of the Corporations Act 2001 (Cth) (Australian Financial
Services No. 236643). The issuer trustee will grant a first ranking floating
charge, registered with the Australian Securities and Investments Commission,
over all of the fund assets in favor of the security trustee subject only to a
prior interest in favor of the issuer trustee to secure payment of certain
expenses of the fund. The floating charge will secure the issuer trustee's
obligations to the noteholders, the manager, the security trustee,
counterparties under the interest rate and currency swaps, the Class A note
trustee, the Class A note registrar, the calculation agent, the underwriters,
each paying agent, each payment funding facility provider, each redraw funding
facility provider, each top-up funding facility provider, the liquidity
noteholder and each provider of credit enhancement. These secured parties are
collectively known as the SECURED CREDITORS.

NATURE OF THE CHARGE

     A company may not deal with its assets over which it has granted a fixed
charge without the consent of the relevant mortgagee. Fixed charges are usually
given over real property, marketable securities and other assets which will not
be dealt with by the company. In this program the charge is not fixed with
respect to any assets or class of assets.

     A floating charge, like that created by the security trust deed, does not
attach to specific assets but instead "floats" over a class of assets which may
change from time to time. The company granting the floating charge may deal with
those assets and give third parties title to those assets free from any
encumbrance, provided such dealings and transfers of title are in the ordinary
course of the company's business. The issuer trustee has agreed not to dispose
of or create interests in the assets of the fund subject to the floating charge,
except in the ordinary course of its business, and the manager has agreed not to
direct the issuer trustee to take any such actions. If the issuer trustee
disposes of any of the fund assets, including any housing loan, in the ordinary
course of its business, the person acquiring the property will take it free of
the floating charge. The floating charge granted over the fund assets will
crystalize, which means it becomes a fixed charge, upon the occurrence of
specific events set out in the security trust deed. On crystalization of the
floating charge, the issuer trustee may not deal with the assets of the fund
without the consent of the security trustee.



                                      107


THE SECURITY TRUSTEE

     The security trustee is appointed to act as trustee on behalf of the
Secured Creditors and holds the benefit of the charge over the trust assets in
trust for each Secured Creditor on the terms and conditions of the security
trust deed. If there is a conflict between the duties owed by the security
trustee to any Secured Creditors or class of Secured Creditors, the security
trustee must give priority to the interests of the noteholders, as determined by
the noteholders or the Class A note trustee acting on their behalf. In addition,
the security trustee must give priority to the interests of the Class A
noteholders if, in the security trustee's opinion, there is a conflict between
the interests of Class A noteholders and the interests of the Class B
noteholders or other Secured Creditors.

DUTIES AND LIABILITIES OF THE SECURITY TRUSTEE

     The security trust deed contains a range of provisions regulating the scope
of the security trustee's duties and liabilities. These include the following:

     o    The security trustee is not required to monitor compliance by the
          issuer trustee or manager with the transaction documents or their
          other activities.

     o    The security trustee has no duties or responsibilities except those
          expressly set out in the security trust deed.

     o    Any action taken by the security trustee under the security trust deed
          binds all the Secured Creditors.

     o    The security trustee in its capacity as a Secured Creditor can
          exercise its rights and powers as such as if it were not acting as the
          security trustee. It and its associates may engage in any kind of
          business with the issuer trustee, the manager, Secured Creditors or
          acting as trustee for the holders of securities or interests of the
          issuing trustee as if it were not security trustee and may receive
          consideration for services in connection with any transaction document
          or otherwise without having to account to the Secured Creditors.

EVENTS OF DEFAULT

     Each of the following is an event of default under the security trust deed:

     o    the issuer trustee fails to pay Secured Moneys within 10 Banking Days
          of the due date;

     o    the issuer trustee fails to perform any material obligation (other
          than the payment of money) and such default has not been remedied
          within 10 Banking Days of the issuer trustee receiving notice from the
          security trustee specifying the breach and requiring the same to be
          rectified;

     o    any representation or warranty by the issuer trustee is proved to be
          untrue in any material respect;

     o    the issuer trustee or the manager breaches any material undertaking or
          fails to comply with any material condition;

     o    an Insolvency Event occurs in relation to the issuer trustee other
          than for a reconstruction approved by the manager and the security
          trustee and provided that each



                                      108


          rating agency has confirmed in writing that such reconstruction will
          not have an adverse effect on the rating of the notes;

     o    any encumbrance over any mortgaged property becomes enforceable or any
          floating security becomes fixed;

     o    an investigation into the affairs of the issuer trustee in relation to
          the fund is directed or commenced under any statute;

     o    any secured document is claimed to be void, voidable or unenforceable;

     o    the issuer trustee repudiates any secured document to which it is a
          party;

     o    any of the assets of the fund becomes vested or distributed otherwise
          than in accordance with the relevant supplementary bond terms notices
          without the prior consent of the security trustee;

     o    any material breach of trust in relation to the fund occurs or the
          issuer trustee loses to a material extent its right of indemnity
          against the assets of the fund;

     o    the assets of the fund are materially diminished as a result of the
          act or omission of the issuer trustee;

     o    without the prior consent of the security trustee, the fund is wound
          up or the issuer trustee is required to wind-up the fund; and

     o    the security created by the charge loses its priority.

     Where the security trustee has notified the rating agencies, obtained the
written consent of the relevant Noteholder Secured Creditors and, in its
reasonable opinion, considers that it would not be materially prejudicial to the
interests of the Secured Creditors, it may elect to treat an event that would
otherwise be an event of default as not being an event of default for the
purpose of the security trust deed. Unless the security trustee has made such an
election and providing that the security trustee is actually aware of the
occurrence of an event of default, the security trustee must promptly convene a
meeting of the Voting Secured Creditors at which it shall seek directions from
the Voting Secured Creditors by way of Extraordinary Resolution of Voting
Secured Creditors regarding the action it should take as a result of that event
of default.

MEETINGS OF VOTING SECURED CREDITORS

     The security trust deed contains provisions for convening meetings of the
Voting Secured Creditors to enable the Voting Secured Creditors to direct or
consent to the security trustee taking or not taking certain actions under the
security trust deed, including directing the security trustee to enforce the
security trust deed.

     Neither the security trustee nor the manager may call a meeting of Voting
Secured Creditors while the Noteholder Secured Creditors are the only Voting
Secured Creditors unless the Noteholder Secured Creditors otherwise consent.

     The security trustee must promptly convene a meeting of the Voting Secured
Creditors after it receives notice, or has actual knowledge of, an event of
default under the security trust deed.



                                      109


VOTING PROCEDURES

     Every question submitted to a meeting of Voting Secured Creditors shall be
decided in the first instance by a show of hands. If a show of hands results in
a tie, the chairman shall both on a show of hands and on a poll have a casting
vote in addition to the vote or votes, if any, to which he may be entitled as
Voting Secured Creditor or as a representative. A representative is, in the case
of any noteholder, a person or body corporate appointed as a proxy for that
noteholder. On a show of hands, every person holding, or being a representative
holding or representing other persons who hold, Secured Moneys shall have one
vote except that the Class A note trustee shall represent each Class A
noteholder who has directed the Class A note trustee to vote on its behalf under
the note trust deed. On a poll, every person who is present shall have one vote
for every A$100 or its equivalent, but not part thereof, of the Secured Moneys
calculated and expressed in the A$ Equivalent that he holds or in which he is a
representative.

     A resolution of all the Voting Secured Creditors, including an
Extraordinary Resolution, may be passed, without any meeting or previous notice
being required, by an instrument or notice in writing which have been signed by
all of the Voting Secured Creditors and such instrument shall be effective upon
presentation to the security trustee for entry into the records.

ENFORCEMENT OF THE CHARGE

     A resolution passed at a duly convened meeting by a majority consisting of
not less than 75% of the votes capable of being cast by Voting Secured Creditors
present in person or by proxy or a written resolution signed by all of the
Voting Secured Creditors is required to direct the security trustee to do any or
all of the following:

     o    declare the charge to be immediately enforceable;

     o    declare all Secured Moneys immediately due and payable;

     o    give notice to convert the floating charge to a fixed charge over any
          or all of the fund assets; or

     o    appoint a receiver over the fund assets or itself exercise the powers
          that a receiver would otherwise have under the security trust deed.

     If the Noteholder Secured Creditors are 75% or more of the total Secured
Moneys calculated and expressed in the A$ Equivalent, they may direct the
security trustee to do any act which the security trustee is required to do, or
may only do, at the direction of an Extraordinary Resolution of Voting Secured
Creditors, including enforcing the charge. Any consent or direction of the
Noteholder Secured Creditors requires the approval of noteholders representing
greater than 50% of the Invested Amount of the notes calculated and expressed in
the A$ Equivalent. No Secured Creditor is entitled to enforce the charge under
the security trust deed, or appoint a receiver or otherwise exercise any power
conferred by any applicable law on charges, otherwise than in accordance with
the security trust deed.

THE CLASS A NOTE TRUSTEE AS VOTING SECURED CREDITOR

     The Class A note trustee may, without the consent of the Class A
noteholders, determine that any condition, event or act which with the giving of
notice, lapse of time or the issue of a certificate would constitute an event of
default under the security trust deed shall not, or shall not subject to
specified conditions, be treated as such. The Class A note trustee shall not
exercise any


                                      110


of these powers in contravention of any express direction given in writing by
holders representing at least 75% of the aggregate Invested Amount of the Class
A notes calculated and expressed in the A$ Equivalent. Any such modification,
waiver, authorization or determination shall be binding on the Class A
noteholders and, if the Class A note trustee so requires, any such modification
shall be notified by the issuer trustee to the noteholders as specified in the
transaction documents as soon as practicable thereafter.

     If an event of default under the security trust deed occurs and is
continuing, the Class A note trustee shall deliver to each Class A noteholder
notice of such event of default within 90 days of the date that the Class A note
trustee becomes aware of such event of default, provided that, except in the
case of a default in payment of interest and principal on the Class A notes, the
Class A note trustee may withhold such notice if and so long as the board of
directors, the executive committee or a trust committee of its directors
determines in good faith that withholding the notice is in the interests of the
Class A noteholders.

     The rights, remedies and discretion of the Class A noteholders under the
security trust deed, including all rights to vote or give instructions or
consents to the security trustee and to enforce its undertakings and warranties,
may only be exercised by the Class A note trustee on behalf of the Class A
noteholders, and the security trustee may rely on any instructions or directions
given to it by the Class A note trustee as being given on behalf of the Class A
noteholders without inquiry about compliance with the note trust deed.

     The Class A note trustee shall not be bound to vote under the security
trust deed, or otherwise direct the security trustee under the security trust
deed to take any proceedings, actions or steps under, or any other proceedings
pursuant to or in connection with the security trust deed, the note trust deed
or any notes unless directed or requested to do so in writing by the holders of
at least 75% of the aggregate Invested Amount of the Class A notes calculated
and expressed in the A$ Equivalent and then only if the Class A note trustee is
indemnified to its satisfaction against all action, proceedings, claims and
demands to which it may render itself liable and all costs, charges, damages and
expenses which it may incur by so doing.

     If any of the Class A notes remain outstanding and are due and payable
otherwise than by reason of a default in payment of any amount due on the Class
A notes, the Class A note trustee must not vote under the security trust deed
to, or otherwise direct the security trustee to enforce the charge created by
the security trust deed or to, dispose of the mortgaged property unless either:

     o    a sufficient amount would be realized to discharge in full all amounts
          owing to the Class A noteholders, and any other amounts payable by the
          issuer trustee ranking in priority to or equal with the Class A notes;

     o    the Class A note trustee is of the opinion, reached after considering
          at any time and from time to time the advice of a merchant bank or
          other financial adviser selected by the Class A note trustee, that the
          cash flow receivable by the issuer trustee or the security trustee
          under the security trust deed will not, or that there is a significant
          risk that it will not, be sufficient, having regard to any other
          relevant actual, contingent or prospective liabilities of the issuer
          trustee, to discharge in full in due course all the amounts referred
          to in the preceding paragraph; or

     o    the Class A note trustee is so directed by the holders of 75% of the
          aggregate Invested Amount of the Class A notes calculated and
          expressed in the A$ Equivalent.

                                      111


LIMITATIONS OF ACTIONS BY THE SECURITY TRUSTEE

     The security trustee is not obliged to take any action, give any consent or
waiver or make any determination under the security trust deed without being
directed to do so by the Voting Secured Creditors in accordance with the
security trust deed. The security trustee is not obligated to act unless it
obtains an indemnity from the Voting Secured Creditors and funds have been
deposited on behalf of the security trustee to the extent to which it may become
liable for the relevant enforcement actions.

     If the security trustee convenes a meeting of the Voting Secured Creditors,
or is required by an Extraordinary Resolution to take any action under the
security trust deed, and advises the Voting Secured Creditors that it will not
act in relation to the enforcement of the security trust deed unless it is
personally indemnified by the Voting Secured Creditors (other than the Class A
note trustee) to its reasonable satisfaction against all actions, proceedings,
claims and demands to which it may render itself liable, and all costs, charges,
damages and expenses which it may incur in relation to the enforcement of the
security trust deed and is put in funds to the extent to which it may become
liable, including costs and expenses, and the Voting Secured Creditors refuse to
grant the requested indemnity, and put the security trustee in funds, then the
security trustee is not obliged to act in relation to that enforcement under the
security trust deed. In those circumstances, the Voting Secured Creditors may
exercise such of those powers conferred on them by the security trust deed as
they determine by Extraordinary Resolution.

PRIORITIES UNDER THE SECURITY TRUST DEED

     Upon an event of default, the proceeds from the enforcement of the security
trust deed are to be applied in the order of priority set forth in this
subsection, subject to any other priority which may be required by statute or
law. Certain federal taxes, unpaid wages, long service leave, annual leave and
similar employee benefits and certain auditor's fees, if any, will be paid prior
to the Secured Creditors. Subject to the foregoing, the proceeds from
enforcement of the security trust deed will be distributed as follows:

     o    first, in payment of all amounts which, to the extent required by law,
          have priority over payments specified in the balance of these bullet
          points;

     o    second, to pay pari passu:

          o    any fees and any other expenses due to the issuer trustee, the
               security trustee or the Class A note trustee;

          o    any fees and any other expenses due to the principal paying
               agent, calculation agent and note registrar;

          o    the receiver's remuneration;

     o    third, to pay all costs, charges and disbursements properly incurred
          in the exercise of any power by the security trustee, the Class A note
          trustee, a receiver or an attorney;

     o    fourth, to pay such other expenses in relation to the fund or the
          mortgaged property as the receiver or the security trustee thinks fit
          to pay;

     o    fifth, to pay holders of other prior ranking encumbrances of which it
          is aware in the order of their priority;

                                      112


     o    sixth, to pay (pari passu and rateably):

          o    all Secured Moneys owing to enhancement providers;

          o    all Secured Moneys owing to the Class A noteholders;

          o    all Secured Moneys owing to each currency swap provider and
               fixed-floating rate swap provider;

          o    Secured Moneys owing to the redraw funding facility provider;

          o    Secured Moneys owing to the top-up funding facility provider;

     o    seventh, to pay all Secured Moneys owing to the Class B noteholders;

     o    eighth, pari passu and rateably, in payment of or towards satisfaction
          of all amounts not covered above owing to any other Secured Creditors;

     o    ninth, to pay the holders of subsequent encumbrances over the
          mortgaged property of which the security trustee is aware, in order of
          their priority; and

     o    tenth, the surplus, if any, shall be paid to the issuer trustee to be
          distributed in accordance with the terms of the master trust deed but
          shall not carry interest as against the security trustee.

     The surplus will not carry interest. If the amount of moneys available for
distribution is less than the total amount of secured moneys outstanding, the
security trustee may invest such moneys in authorized investments.

     Upon enforcement of the security created by the security trust deed, the
net proceeds thereof may be insufficient to pay all amounts due on redemption to
the noteholders. Any claims of the noteholders remaining after realization of
the security and application of the proceeds as aforesaid shall, except in
limited circumstances, be extinguished.

SECURITY TRUSTEE'S FEES AND EXPENSES

     The issuer trustee shall reimburse the security trustee for all costs and
expenses of the security trustee properly incurred in acting as security
trustee. Upon the charge becoming enforceable, the security trustee shall be
entitled to a fee based on time costs of employees of the security trustee
relating to the enforcement of the charge based on the security trustee's usual
rates for such employees. Such fee may be retained from the proceeds of the
mortgaged property and payable in arrears on the same dates as the issuer
trustee's fee under the master trust deed.

     These fees will be increased to take into account any liability for goods
and services tax in respect of the fee. However, the fund may be entitled to a
tax credit in respect of this increase.

INDEMNIFICATION

     The issuer trustee has agreed to indemnify the security trustee from and
against all losses, costs, liabilities, expenses and damages arising out of or
in connection with the transaction documents, except to the extent that they
result from the fraud, negligence or willful default on the part of the security
trustee.

                                      113


RETIREMENT AND REMOVAL OF THE SECURITY TRUSTEE

     The security trustee may retire on not less than 3 months' notice in
writing to the issuer trustee, the Class A note trustee and the rating agencies
if a successor security trustee is appointed. Subject to the appointment of a
successor security trustee and prior notice being given to each of the rating
agencies, an Extraordinary Resolution of the Voting Secured Creditors may remove
the security trustee at any time and the manager may remove the security
trustee:

     o    upon the commencement of the winding-up or the appointment of a
          receiver, administrator or analogous person to the security trustee in
          its personal capacity;

     o    if the security trustee ceases business;

     o    if the security trustee enters into a compromise or arrangement with
          its creditors;

     o    if the security trustee fails to remedy any material breach within 14
          days after written notice by the manager;

     o    if, without the prior written consent of the manager, there occurs a
          change in the effective control of the security trustee, a change in
          the effective management of the security trustee such that the
          security trustee is no longer able to fulfill its duties and
          obligations, or the establishment of a fund under which a third party
          becomes a beneficial owner of any of the security trustee's rights
          under the security trust deed.

     Upon notice of resignation or removal, the manager has the right to appoint
a successor security trustee who has been previously approved by an
Extraordinary Resolution of the Voting Secured Creditors. The appointment shall
be notified by the manager to the Secured Creditors as soon as practical.

     If the security trustee retires by notice and no new security trustee has
been appointed by the expiry of the notice, the retirement of the security
trustee shall become effective upon expiry of the notice and the manager shall
act as interim security trustee until a new security trustee is appointed.

     No appointment shall become effective until the manager has received
confirmation by the designated rating agencies that such appointment will not
cause a down grading, qualification or withdrawal of the then current ratings of
the notes.

AMENDMENT

     The issuer trustee, the Class A note trustee and the security trustee may,
following the giving of at least 5 Banking Days' notice to each rating agency,
and with the written approval of the manager, and the Noteholder Secured
Creditors, amend the security trust deed to, among other things, correct a
manifest error or ambiguity or which in the opinion of the security trustee is
necessary to comply with the provisions of any law or regulation, is neither
prejudicial or likely to be prejudicial to the interests of Secured Creditors as
a whole, or does not affect the rating of the notes by each rating agency. If
the amendment is prejudicial or likely to be prejudicial to the interests of the
Secured Creditors or a class of Secured Creditors, an Extraordinary Resolution
of the Voting Secured Creditors or relevant class of Secured Creditors, as
applicable, is required.

                                      114


THE MORTGAGE ORIGINATION AND MANAGEMENT AGREEMENT

GENERAL MANAGEMENT OF MORTGAGES

     The issuer trustee and the manager appoint the mortgage manager to exercise
various powers and discretions and perform various obligations in relation to
the housing loans and the mortgages.

     The mortgage manager is required to manage each mortgage with the same
degree of skill and care as would be used by a responsible and prudent mortgagee
and in accordance with:

     o    the mortgage origination and management agreement;

     o    the requirements of any mortgage insurance policy covering the
          Mortgage; and

     o    the Agreed Procedures.

     The mortgage manager may delegate its duties and obligations under the
mortgage origination and management agreement to any agent, attorney or
delegate. The mortgage manager remains liable to the issuing trustee for any
acts or omissions of any person appointed as its attorney, agent or delegate,
except for the acts or omissions of the approved solicitor or the Approved
Valuer, provided these persons are appointed in accordance with the Agreed
Procedures.

     The mortgage manager must comply with all reasonable directions of the
issuer trustee and the manager as to the performance of the mortgage manager's
obligations. In the absence of such directions, it must use its own judgment,
skill and discretion in performance of its obligations.










                                      115


ENFORCEMENT OF MORTGAGES

Collection and Enforcement Procedures

     The mortgage manager must monitor any failure by the mortgagor to pay any
loan installment due or any event of default occurring under any mortgage
document.

     Actions taken by the mortgage manager in relation to delinquent housing
loans will vary depending on a number of elements, including the following and,
if applicable, with the input of a mortgage insurer:

     o    arrears history;

     o    equity in the property; and

     o    arrangements made with the mortgagor to meet overdue payments.

     If satisfactory arrangements cannot be made to rectify a delinquent housing
loan, legal notices are issued and recovery action is initiated by the mortgage
manager. This includes, if the mortgage manager obtains possession of the
mortgaged property, ensuring that the mortgaged property supporting the housing
loan still has adequate general home owner's insurance and that the upkeep of
the mortgaged property is maintained. Recovery actions are overseen by the
mortgage manager's collections staff in conjunction with appointed legal
advisors. A number of sources of recovery are pursued including the following:

     o    voluntary sale by the mortgagor;

     o    payment arrangements negotiated with mortgagor/s and/or any
          guarantors;

     o    mortgagee sale; and

     o    claims on mortgage insurance.

     It should be noted that the mortgage manager reports all actions that it
takes on overdue housing loans to the relevant mortgage insurer where required
in accordance with the terms of the mortgage insurance policies.

Collection and Enforcement Process

     Mortgagors are initially telephoned or notified by mail when their loan
falls into arrears. Reminder letters are sent to mortgagors at regular intervals
within the first 30 days after falling into arrears. If the mortgagor has not
made any arrangements to correct the arrears position after 30 days, the
mortgage manager is able to serve a notice of default. Collections officers
oversee and consent to the appropriate action to be taken by the mortgage
manager.

                                      116


     When a housing loan reaches 30 days delinquent, if required, a statutory
default notice is issued and appropriately served on the mortgagor advising the
mortgagor that if the matter is not rectified within a period of 31 days, the
mortgage manager is entitled to commence enforcement proceedings without further
notice. Once the statutory default notice has expired, the mortgage manager may,
through Approved Solicitors, issue proceedings to take possession of property in
accordance with applicable laws. Once in possession, an appraisal and valuations
are obtained and a reserve price/listing price is set for sale by way of auction
or private treaty. These time frames assume that the mortgagor has either taken
no action or has not honored any commitments made in relation to the delinquency
to the satisfaction of the mortgage manager and the mortgage insurers.

     It should also be noted that the mortgage manager's ability to exercise its
power of sale on the mortgaged property is dependent upon the statutory
restrictions of the relevant state or territory as to notice requirements. In
addition, there may be factors outside the control of the mortgage manager such
as whether the mortgagor contests the sale and the market conditions at the time
of sale. These issues may affect the length of time between the decision of the
mortgage manager to exercise its power of sale and final completion of the sale.

     The collection and enforcement procedures may change from time to time in
accordance with business judgment and changes to legislation and guidelines
established by the relevant regulatory bodies.

REDRAW FUNDING FACILITY

     Under the redraw funding facility and in order for the issuer trustee to
fund redraws which are not covered by application of Collections which represent
prepayments of principal, Perpetual Trustees Australia Limited, in its capacity
as trustee of Origination Fund No. 3 provides, loans to the fund which are
evidenced by the issuance of redraw funding facility notes. The payments made by
the fund pursuant to the supplementary bond terms notice with respect to
repayment of the redraw funding facility notes (together with interest thereon)
will be used by Origination Fund No. 3 to repay Origination Fund No. 3's
liabilities. The terms and conditions contained in the redraw funding facility,
the supplementary bond terms notice and the security trust deed govern the
issuance and repayment of these notes.

     The redraw funding facility may only be used to fund redraws which are not
covered by application of Collections which represent prepayments of principal.
The proceeds of any funding portion under the redraw funding facility must not
be used to provide funds under a loan redraw to the extent that would cause the
principal outstanding under the housing loan to exceed the scheduled principal
amount outstanding under the housing loan on the day that the redraw is made
available. The outstanding moneys under the redraw funding facility must be
repaid in full by the termination date of such redraw facility or as set out in
the transaction documents.

     Interest is payable in the order of priorities as provided in the
supplementary bond terms notice as described above under "Description of the
Class A1 Notes--Distribution of Interest Collections". Principal is payable in
the order of priorities as provided in the supplementary bond terms notice as
described above under "Description of the Class A1 Notes--Distribution of
Principal Collections".

                                      117


TOP-UP FUNDING FACILITY

     Under the top-up funding facility, and in order for the issuer trustee to
fund top-up loans which are not covered by application of Collections which
represent repayments or prepayments of principal, Perpetual Trustees Australia
Limited, in its capacity as trustee of Origination Fund No. 3, provides loans to
the fund which are evidenced by the issuance of top-up funding facility notes.
The terms and conditions contained in the top-up funding facility, the
supplementary bond terms notice and the security trust deed govern the issuance
and repayment of these notes.

     The top-up funding facility may only be used to provide funds requested for
an approved top-up loan if there are insufficient Collections which represent
repayments or prepayments of principal to do so.

     Interest is payable in the order of priorities as provided in the
supplementary bond terms notice as described above under "Description of the
Class A1 Notes--Distribution of Interest Collections". Principal is payable in
the order of priorities as provided in the supplementary bond terms notice as
described above under "Description of the Class A1 Notes--Distribution of
Principal Collections".

     The top-up funding facility may be suspended at any time by Origination
Fund No. 3. However, this will not affect any obligations of Origination Fund
No. 3 to fund top-up loans approved by the manager prior to giving such notice.

MORTGAGE MANAGER DELINQUENCY AND FORECLOSURE EXPERIENCE

     The following table summarizes the delinquency and foreclosure experience
of the portfolio of residential mortgage loans originated and managed by the
mortgage manager. The statistics exclude loans in Origination Funds No. 1, No. 2
and No. 3 for as long as they were in such funds and, for the month ending March
31, 1999, SMHL Private Placement Fund No. 1, SMHL Private Placement Fund No. 2
and SMHL Private Placement Fund No. 3.







                                      118


[UPDATE]


                    SMHL RESIDENTIAL MORTGAGE LOAN PORTFOLIO

<TABLE>

                                                                                                                AS OF
                        MAR 31,    MAR 31,   MAR 31,    MAR 31,    MAR 31,    MAR 31,     MAR 31,    MAR 31,   JULY 31,
                          1997       1998      1999       2000       2001       2002       2003        2004      2004
                        -------    -------   -------    -------    -------    -------     -------    -------   --------

Outstanding Balance
(A$000's) ..........      555,000   888,000    886,800  1,739,500  3,195,500  4,305,100   6,081,072  8,416,874 9,030,848
Number of loans
outstanding.........        5,840     9,161      9,654     17,940     31,920    41,430       54,410   72,147     76,432
% of Delinquent Loans:
30 to 59 days.......      1.0377%   0.1506%    0.4017%    0.2599%    0.3797%   0.1932%      0.1824%  0.1963%    0.1680%
60 to 89 days.......      0.1167%   0.1568%    0.0411%    0.0981%    0.1019%   0.0416%      0.0497%  0.0307%    0.0489%
90 days or more.....      0.1628%   0.0877%    0.2345%    0.1066%    0.1555%   0.0677%      0.0440%  0.0312%    0.0465%
Total Delinquencies.      1.3172%   0.3950%    0.6773%    0.4645%    0.6371%   0.3025%      0.2761%  0.2582%    0.2634%
Foreclosures........      0.0332%   0.0427%    0.0685%    0.0218%    0.0329%   0.0047%      0.0071%  0.0024%    0.0000%
Losses before Mortgage
Insurance*.               0.0028%   0.0108%    0.0151%    0.0002%    0.0013%   0.0003%      0.0001%  0.0000%    0.0000%
                          ------    ------     ------     ------     ------    ------       ------   -------    -------
Losses after Mortgage
Insurance*..........        0.00%     0.00%      0.00%      0.00%      0.00%     0.00%        0.00%   0.00%      0.00%
                            ====      ====       ====       ====       ====      ====         ====    =====      =====
</TABLE>

--------------
     *    Losses before Mortgage Insurance and Losses after Mortgage Insurance
          for each period are expressed as a percentage of the average
          outstanding balance for the period.


         There can be no assurance that the delinquency and foreclosure
experience with respect to the housing loans comprising the housing loan pool
will correspond to the delinquency and foreclosure experience of the mortgage
manager's residential mortgage portfolio set forth in the foregoing table. The
statistics shown in the preceding table represent the delinquency and
foreclosure experience for the total residential mortgage portfolio for each of
the years presented, whereas the aggregate delinquency and foreclosure
experience on the housing loans will depend on the results obtained over the
life of the housing pool. In addition, the foregoing statistics include housing
loans with a variety of payment and other characteristics that may not
correspond to those of the housing loans comprising the housing loan pool.
Moreover, if the residential real estate market should experience an overall
decline in property values such that the principal balances of the housing loans
comprising the housing loan pool become equal to or greater than the value of
the related mortgaged properties, the actual rates of delinquencies and
foreclosures could be significantly higher than those previously experienced by
the mortgage manager. In addition, adverse economic conditions, which may or may
not affect real property values, may affect the timely payment by borrowers of
scheduled payments of principal and interest on the housing loans and,
accordingly, the rates of delinquencies, bankruptcies and foreclosures with
respect to the housing loan pool. You should note that Australia experienced a
period of relatively low interest rates during the period covered in the
preceding tables. If interest rates were to rise significantly, it is likely
that the rate of delinquencies and foreclosures would increase.

                                      119


CUSTODY OF DOCUMENTS

     The mortgage manager must promptly deliver or cause to be delivered to the
issuer trustee all mortgage documents which come in its possession, except where
the issuer trustee consents to the mortgage manager holding the documents.

REPRESENTATIONS BY THE MORTGAGE MANAGER

     The mortgage manager makes various representations and warranties in
relation to each mortgage, including the representations and warranties made
pursuant to the mortgage origination and management agreement, as amended, and
the bond issue confirmation certificate, as set forth under the heading
"Description of the Assets of the Fund--Representations and Warranties Regarding
the Housing Loans".

     Upon creation of each fund, the mortgage manager must certify to the issuer
trustee and the manager of various matters, including confirmation of receipt of
solicitor's certificate and that, to the best of its knowledge, all
representations and warranties above are true in relation to the mortgages.

BREACH OF REPRESENTATIONS AND WARRANTIES

     If the manager determines that any representation or warranty by the
mortgage manager in the bond issue confirmation certificate with respect to a
mortgage forming part of the fund is false or misleading, the mortgage manager
will be obligated at the request of the manager to either (at the election of
the manager) repurchase the mortgage, repurchase and substitute or substitute
the mortgage, as set forth under the heading "Description of the Assets of the
Fund--Breach of Representations and Warranties".

COLLECTIONS

     The mortgage manager must ensure that all money paid or payable in
connection with any mortgage or received, receivable or realized in connection
with the enforcement of any defaulting mortgage are deposited in an account in
the name of the issuer trustee designated by the manager from time to time.

MAINTENANCE OF RECORDS

     The mortgage manager must keep all accounting and other records which
correctly records and explains:

     o    the origination and settlement of each mortgage;

     o    the entering into all mortgage documents;

     o    all payments made or received in connection with each mortgage;

                                      120


     o    all actions taken in exercise of any power granted to it under the
          agreement; and

     o    the financial position at any time in relation to each mortgage.

     All records described above are property of the issuer trustee. The
mortgage manager must give adequate access to the records to the issuer trustee
and the manager, including producing any books for inspection, taking copies and
provision of computer access.

REPORTS

     The mortgage manager must provide to the manager periodic reports as
required by the Agreed Procedures. It must also notify the manager promptly upon
becoming aware of any event or circumstance which it reasonably considers likely
to have material adverse effect on its ability to comply with its obligations
under the mortgage origination and management agreement.

MORTGAGE MANAGER'S FEES AND EXPENSES

     The mortgage manager will receive a fee for servicing the housing loans as
agreed between the manager and the mortgage manager from time to time.

     The mortgage manager must pay from such fee all costs and expenses incurred
in connection with performing of its obligations under the mortgage origination
and management agreement, except for costs, expenses or disbursements incurred
in performance of the mortgage managers' obligations relating to the enforcement
of a housing loan or a mortgage or provisions of the mortgage insurance.

INDEMNITY

     The mortgage manager fully indemnifies the issuer trustee and the manager
against all losses, liabilities, costs and expenses incurred by either of them
as a result of:

     o    any negligence fraud or breach of duty by the mortgage manager;

     o    any breach by the mortgage manager of the mortgage origination and
          management agreement; and

     o    any breach by the mortgage manager of any representations and warranty
          contained in the mortgage origination and management agreement.

ASSIGNMENT BY THE MORTGAGE MANAGER

     The mortgage manager may assign or transfer its rights under the mortgage
origination and management agreement to its related body corporate with prior
written consent of the issuer trustee and the manager and, if so required by the
manager, after notifying all mortgagors in writing of the assignment or
transfer.



                                      121


TERMINATION OF MORTGAGE ORIGINATION AND MANAGEMENT AGREEMENT

     The manager, on the issuer trustee's behalf, may terminate the mortgage
origination and management agreement immediately by notice in writing if:

     o    the mortgage manager breaches any of its obligations under the
          mortgage origination and management agreement and does not remedy the
          breach within 10 Banking Days of the notice from the issuer trustee or
          the manager of such breach;

     o    any representation or warranty given by the mortgage manager proves to
          be untrue in any material respect;

     o    an event of insolvency occurs in respect of the mortgage manager; or

     o    it becomes unlawful for the mortgage manager to perform its duties
          under the mortgage origination and management agreement.

     The mortgage manager may terminate the mortgage origination and management
agreement by giving at least 3 months' notice to the issuer trustee and the
manager.

PAYMENT FUNDING FACILITY

     Under the payment funding facility, Perpetual Trustees Australia Limited as
trustee for the Origination Fund No. 3 agrees to provide to the issuer trustee a
funding facility to fund any shortfall between the amount payable by the issuer
trustee to any future fixed-floating rate swap provider or provider of any other
enhancement in respect of termination of that hedge or enhancement and the
amount received in respect of these costs from the relevant mortgage.

     In addition, in order to maintain the assigned rating by each rating agency
of the Class A notes or Class B notes and to comply with the provisions relating
to the threshold rate detailed under the caption "Description of the Class A1
Notes--Threshold Rate," the manager may direct the issuer trustee to increase
the amount of the principal outstanding under the payment funding facility,
through the issuance of payment funding facility notes, to cover threshold rate
shortfalls under the terms of the supplementary bond terms notice.

     Perpetual Trustees Australia Limited in its capacity as trustee for the
Origination Fund No. 3 has no obligation to provide any funding requested by the
manager. As of the closing date, the payment funding facility will not provide
additional liquidity enhancement to the fund because there will be no
outstanding payment funding facility notes.

USE OF FUNDING PORTIONS

     The issuer trustee must invest the funding portion in the Authorized
Investments which are rated "AAA" or "A-1+" by Standard & Poor's and "Prime-1"
or "Aaa" by Moody's, or such other rating as any rating agency may approve from
time to time, and which mature not later than the Banking Day preceding the
applicable payment date.



                                      122


INTEREST

     Interest payable under the payment funding facility is equal to the net
income derived from the investment of the net proceeds, for that payment period,
of all outstanding funding portions less any payments made to a fixed-floating
rate swap or enhancement provider as contemplated in the payment funding
facility. Interest is payable in the order of priorities as provided in the
supplementary bond terms notice as described in "Description of the Class A1
Notes--Interest Collections--Distribution of Interest Collections".

REPAYMENT OF NOTES ISSUED UNDER THE PAYMENT FUNDING FACILITY

     If, on any Banking Day, the manager determines that the amount of payment
funding notes outstanding in respect of the payment funding facility is greater
than the amount agreed from time to time between the manager and each rating
agency, then the issuer trustee must apply so much of the principal outstanding
under the payment funding facility so the principal outstanding immediately
after the repayment will not cause the downgrade or withdrawal of the ratings of
the Class A or Class B notes.

TERMINATION

     The payment funding facility can only be terminated after either:

     o    the total Outstanding Principal Balance of all notes is zero or will
          be zero following any payments made on the relevant payment date; or

     o    each rating agency advises the manager in writing that the payment
          funding facility is no longer necessary to maintain the ratings of the
          notes.

INDEMNITY

     The issuer trustee indemnifies the noteholder under the payment funding
facility and MEPM as manager for the Origination Fund No. 3 against any claim,
action, damage, loss, liability, cost, charge, expense, outgoing or payment
which the noteholder under the payment funding facility and MEPM as manager for
the Origination Fund No. 3, as the case may be, or an attorney pays, suffers,
incurs or is liable for (including any amount incurred by reason of the
liquidation or redeployment of funds) in respect of the funding portion not
being made available for any reason other than any default of the noteholder
under the payment funding facility or MEPM as the manager of the Origination
Fund No. 3, or any repayment or prepayment of the funding portion made on any
day other than the relevant payment date.

     The obligations of the issuer trustee in respect of the indemnity are
limited to the funding portions invested in the Authorized Investments as
described above.

ASSIGNMENT AND CHANGES IN LENDING OFFICE

     Neither Perpetual Trustees Australia Limited or any person entitled to be
registered as a noteholder in accordance with the payment funding facility nor
MEPM as the manager of the Origination Fund No. 3 may assign any of its rights
or transfer by novation any of its rights and


                                      123


obligations under the payment funding facility or any payment funding note
thereunder without the prior written consent of the other parties and a prior
written notice of such assignment been given to each rating agency. Further,
neither the issuer trustee nor the manager may assign any of its rights or
obligations under the payment funding facility or any payment funding note
thereunder, the security trust deed or the supplementary bond terms notice
without the prior written consent of MEPM as the manager of the Origination Fund
No. 3, Perpetual Trustees Australia Limited or any person entitled to be
registered as a noteholder in accordance with the payment funding facility, and
each rating agency. Perpetual Trustees Australia Limited or any person entitled
to be registered as a note holder in accordance with the payment funding
facility may change its lending office at any time and must promptly notify the
issuer trustee and the manager of any such change. If MEPM as the manager of the
Origination Fund No. 3 or Perpetual Trustees Australia Limited or any person
entitled to be registered as a noteholder in accordance with the payment funding
facility assigns or transfers any of its rights or obligations under the payment
funding facility or any payment funding note thereunder, the security trust deed
or the supplementary bond terms notice or changes its lending office, then the
issuer trustee is not required to pay any net increases in the aggregate amount
of costs, taxes, fees or charges which:

     o    are a direct consequence of the transfer or assignment or a change of
          lending office; and

     o    Perpetual Trustees Australia Limited or any person entitled to be
          registered as a note holder in accordance with the payment funding
          facility or MEPM as the manager of the Origination Fund No. 3 as the
          case may be, or its transferee or assignee was aware of or ought
          reasonably to have been aware of, at the time of the transfer or
          assignment.

                       PREPAYMENT AND YIELD CONSIDERATIONS

     The following information is given solely to illustrate the effect of
prepayments of the housing loans on the weighted average lives of the notes
under the stated assumptions and is not a prediction of the prepayment rate that
might actually be experienced.

GENERAL

     The rate of principal payments and aggregate amount of distributions on the
notes and the yield to maturity of the notes will relate to the rate and timing
of payments of principal on the housing loans. The rate of principal payments on
the housing loans will in turn be affected by the amortization schedules of the
housing loans and by the rate of principal prepayments, redraws and top-ups,
including for this purpose prepayments resulting from refinancing, liquidations
of the housing loans due to defaults, casualties, condemnations and repurchases
by ME. Subject, in the case of fixed rate housing loans, to the payment of
applicable fees, the housing loans may be prepaid by the mortgagors at any time.



                                      124


PREPAYMENTS

     Prepayments, liquidations and purchases of the housing loans, including
optional purchase of the remaining housing loans in connection with the
termination of the fund, will result in early distributions of principal amounts
on the notes. Prepayments of principal may occur in the following situations:

     o    refinancing by mortgagors with other financiers;

     o    product enhancements which require the loan to be removed from the
          trust;

     o    receipt by the issuer trustee of enforcement proceeds due to a
          mortgagor having defaulted on its housing loan;

     o    receipt by the issuer trustee of insurance proceeds in relation to a
          claim under a mortgage insurance policy in respect of a housing loan;

     o    repurchase by ME as a result of a breach by the mortgage manager of
          certain representations, less the principal balance of any related
          substituted loan, if any;

     o    repurchase of the housing loans as a result of an optional termination
          or a redemption for taxation or other reasons;

     o    receipt of proceeds of enforcement of the security trust deed prior to
          the final maturity date of the notes.

     The prepayment amounts described above are reduced by:

     o    Principal Collections used to make payments under the interest
          collections waterfall;

     o    Principal Collections used to fund redraws and top-up loans;

     o    repayment of redraw funding facility advances and top-up funding
          facility advances; and

     o    the Principal Collections retained in the cash collateral account
          pursuant to the principal collections waterfall.

     Since the rate of payment of principal of the housing loans cannot be
predicted and will depend on future events and a variety of factors, no
assurance can be given to you as to this rate of payment or the rate of
principal prepayments. The extent to which the yield to maturity of any note may
vary from the anticipated yield will depend upon the following factors:

     o    the degree to which a note is purchased at a discount or premium; and

     o    the degree to which the timing of payments on the note is sensitive to
          prepayments, liquidations and purchases of the housing loans.

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     A wide variety of factors, including economic conditions, the availability
of alternative financing and homeowner mobility may affect the trust's
prepayment experience with respect to the housing loans. In particular, under
Australian law, unlike the law of the United States, interest on loans used to
purchase a principal place of residence is not ordinarily deductible for
taxation purposes. It is important to highlight, however, that borrowers who
prepay fixed rate housing loans will be subject to prepayment penalties.

WEIGHTED AVERAGE LIVES

     [Update] The weighted average life of a note refers to the average amount
of time that will elapse from the date of issuance of the note to the date each
dollar in respect of principal repayable under the note is reduced to zero.

     Usually, greater than anticipated principal prepayments will increase the
yield on notes purchased at a discount and will decrease the yield on notes
purchased at a premium. The effect on your yield due to principal prepayments
occurring at a rate that is faster or slower than the rate you anticipated will
not be entirely offset by a subsequent similar reduction or increase,
respectively, in the rate of principal payments. The amount and timing of
delinquencies and defaults on the housing loans and the recoveries, if any, on
defaulted housing loans and foreclosed properties will also affect the weighted
average life of the notes.

     The model used in this prospectus is the prepayment assumption (the
"Prepayment Assumption") which represents an assumed rate of prepayment each
month relative to the then outstanding principal balance of a pool of mortgage
loans for the life of such mortgage loans. A [100]% Prepayment Assumption
assumes constant prepayment rates ("CPR") of [11.2]% per annum of the then
outstanding principal balance of the mortgage loans in the first month of the
life of such mortgage loans and an additional approximate [1.527]% per annum in
each month thereafter until the twelfth month. Beginning in the twelfth month
and each month thereafter during the life of such mortgage loans, [100]%
Prepayment Assumption assumes a constant prepayment rate of [28]% per annum each
month.

     As used in the following tables, [0]% Prepayment Assumption assumes
prepayment rates equal to 0% of the related Prepayment Assumption i.e., no
prepayments; correspondingly, [125]% Prepayment Assumption assumes prepayment
rates equal to [125]% of the [100]% Prepayment Assumption (i.e., a CPR of [14]%
in the first month, increasing by approximately [1.909]% until the twelfth month
and a CPR of [35]% beginning in month twelve and each month thereafter), and so
forth.

     The manager does not believe that any existing statistics of which it is
aware provide a reliable basis for noteholders to predict the amount or timing
of receipt of housing loan prepayments.

     The following tables are based upon the assumptions in the following
paragraph, and not upon the actual characteristics of the housing loans. Any
discrepancies between characteristics of the actual housing loans and the
assumed housing loans may have an effect upon the percentages of the principal
balances outstanding and weighted average lives of the notes set


                                      126


forth in the tables. Furthermore, since these discrepancies exist, principal
payments on the notes may be made earlier or later than the tables indicate.

     For the purpose of the following tables, it is assumed that:

     o    the housing loan pool consists of fully-amortizing housing loans
          having the following approximate characteristics:

<TABLE>

                            INITIAL           GROSS                       REMAINING       ORIGINAL       REMAINING
                           PRINCIPAL         INTEREST   ORIGINAL TERM      TERM TO     INTEREST ONLY   INTEREST ONLY
                            AMOUNT             RATE      TO MATURITY      MATURITY          TERM            TERM
    POOL NUMBER               (A$)              %*        IN MONTHS*     IN MONTHS*      IN MONTHS*     IN MONTHS*
------------------  -------------------  ------------- ---------------- ------------- --------------- ---------------

</TABLE>

     o    the cut-off date is the close of business on [*], 2005;

     o    closing date for the notes is on or about [*], 2005;

     o    payments on the notes are made on the payment date, regardless of the
          day on which payment actually occurs, commencing in [*] 2005 and are
          made in accordance with the priorities described in this prospectus;

     o    the housing loans' prepayment rates are equal to the respective
          percentages of constant prepayment rate indicated in the tables;

     o    payments are scheduled monthly and the scheduled monthly payments of
          principal and interest on the housing loans will be timely delivered
          evenly throughout the month with 30 days' interest on the payment and
          each calculation period equals 90 days assuming a 360 day year;

     o    there are no redraws, top-up loans, substitutions or payment holidays
          with respect to the housing loans;

     o    all prepayments are prepayments in full received on the last day of
          each month and include 30 days' interest on the prepayment;

     o    principal and interest collections for the first payment date are
          principal and interest collections received in full for the months of
          [*], [*], [*] and [*];

     o    principal collections are distributed according to the rules of
          distribution set forth in this prospectus;

     o    all payments under the swaps are made as scheduled;



                                      127


     o    the manager does not direct the issuer trustee to exercise its right
          of optional redemption of the notes, except with respect to the line
          titled "Weighted Average Life--To Call (Years)"; and

     o    the exchange rate is US$[*] =A$1.00.

     It is not likely that the housing loans will pay at any assumed constant
prepayment rate to maturity or that all housing loans will prepay at the same
rate. In addition, the diverse remaining terms to maturity of the housing loans
could produce slower or faster distributions of principal than indicated in the
tables at the assumed constant prepayment rate specified, even if the weighted
average remaining term to maturity of the housing loans is the same as the
weighted average remaining term to maturity of the assumptions described in this
section. You are urged to make your investment decisions on a basis that
includes your determination as to anticipated prepayment rates under a variety
of the assumptions discussed in this prospectus as well as other relevant
assumptions.

     In the following tables, the percentages have been rounded to the nearest
whole number and the weighted average life of a class of notes is determined by
the following three step process:

     o    multiplying the amount of each payment of principal thereof by the
          number of years from the date of issuance to the related payment date,

     o    summing the results, and

     o    dividing the sum by the aggregate distributions of principal referred
          to in the first clause above and rounding to two decimal places.




















                                      128


[UPDATE]

                      PERCENT OF INITIAL PRINCIPAL BALANCE

<TABLE>

                                                                   CLASS A1 NOTES
                                     ----------------------------------------------------------------------------
SCENARIO                              0%           50%           75%           100%          125%          150%
--------                              --           ---           ---           ----          ----          ----

Payment Date
     Initial Percent                  100           100           100           100           100           100
Weighted Average Life:
</TABLE>

----------
     *    Indicates a value of less than 0.5% but greater than zero.


                                 USE OF PROCEEDS

     The net proceeds from the sale of the Class A1 notes, after being exchanged
pursuant to the US$ currency swap, will amount to A$[*] before commissions and
discounts to the underwriters and will be used by the issuer trustee to acquire
title to the housing loans and related mortgages from SMHL Warehousing Trust
2004-1.

                       LEGAL ASPECTS OF THE HOUSING LOANS

     The following discussion is a summary of the material legal aspects of
Australian residential housing loans and mortgages in the relevant States and
Territories of Australia. It is not an exhaustive analysis of the relevant law.
Some of the legal aspects are governed by the law of the applicable State or
Territory. Laws may differ between States and Territories. The summary does not
reflect the laws of any particular jurisdiction or cover all relevant laws of
all jurisdictions in which a mortgaged property may be situated, although it
reflects the material aspects of the laws of New South Wales (except where it
expressly provides otherwise), without referring to any specific legislation of
that State.

GENERAL

     There are two parties to a mortgage. The first party is the mortgagor, who
is either the borrower and homeowner or, where the relevant loan is guaranteed
and the guarantee is secured by a mortgage, the guarantor. The mortgagor grants
the mortgage over its property. The second party is the mortgagee, who is the
lender. Each housing loan will be secured by a mortgage which has a first
ranking priority in respect of the mortgaged property over all other mortgages
granted by the relevant borrower or guarantor and over all unsecured creditors
of the borrower or guarantor, except in respect of certain statutory rights such
as some rates and taxes, which are granted statutory priority. Each borrower
under the housing loans is prohibited under its loan documents from creating
another mortgage or other security interest over the relevant mortgaged property
without the consent of the mortgagee.

NATURE OF HOUSING LOANS AS SECURITY

     There are a number of different forms of title to land in Australia. The
most common form of title in Australia is "Torrens title." Another form of title
is "Crown-leasehold". The


                                      129


housing loans in the proposed housing loan pool are all secured by land that is
subject to either Torrens title or Crown-leases which are not subject to the
Torrens title system.

TORRENS TITLE

     Torrens title land is freehold or leasehold title, interests in which are
created by registration in the central land registries of the relevant State or
Territory. Each parcel of land is represented by a specific certificate of
title. The original certificate is retained by the registry, and in most States
and Territories a duplicate certificate is issued to the owner who then provides
it to the mortgagee as part of the security for the housing loan. Any dealing
with the relevant land is carried out by pro forma instruments which become
effective on registration and which normally require production of the duplicate
certificate of title.

     Ordinarily the relevant certificate of title, or any registered plan and
instruments referred to in it, will reveal the relative position and dimensions
of the land, the present owner, and any registered leases, registered mortgages,
registered easements and other registered dealings to which it is subject. The
certificate of title is conclusive evidence, except in limited circumstances,
such as fraud, of the matters stated in it.

     Some Torrens title property securing housing loans and thus comprised in
the mortgaged property, will be "strata title" or "stratum title" or "urban
leasehold".

STRATA TITLE

     "Strata title" was developed to enable the creation of and dealings with
apartment units similar to condominiums in the United States. The rights and
obligations of the apartment owners are governed by strata title legislation in
the State or Territory in which the property is situated. Some parts of the
legislation (for example the rules governing the conduct of the building) can be
varied for a particular strata scheme when the scheme is first created and
registered, or by agreement of the requisite majority of the apartment owners
following registration. Each proprietor has title to, and may freely dispose of,
their apartment unit. The building itself and the land, and public parts of the
building such as stairwells, entrance lobbies and similar, are known as "common
property" and are held on a separate title and owned by the "body corporate" or
"owners' corporation". All proprietors are members of the body corporate, which
manages and administers the strata scheme and levies members for costs of
maintenance, insurance and the like. The body corporate can enforce the levy as
a debt and has statutory rights enforceable against any assignee of an apartment
owner. "Stratum title" is created by subdividing the land, and the rights and
obligations of the apartment owners are created by contract and some parts of
them may be registered. Generally such schemes are created to be similar to
strata title, with a service company performing the duties of the "body
corporate" and all apartment owners being members of the service company. The
scheme will usually involve a registered charge to the service company over the
apartment to secure payment of the regular levies. Levy payment obligations will
usually take priority over the mortgage securing the housing loan.



                                      130


     Only Torrens title land can be subject to strata title in this way, and so
the provisions referred to in this section in relation to Torrens title apply to
the title in an apartment unit held by a strata proprietor.

URBAN LEASEHOLD

     All land in the Australian Capital Territory is owned by the Commonwealth
of Australia and is subject to a leasehold system of land title known as urban
leasehold. Dealings with these leases are registered under the Torrens title
system. Mortgaged property in that jurisdiction comprises a lease from the
Commonwealth and developments on the land are subject to the terms of that
lease. Any such lease:

     o    cannot have a term exceeding 99 years, although the term can be
          extended under a straightforward administration process in which the
          only qualification to be considered is whether the land may be
          required for a public purpose; and

     o    where it involves residential property, is subject to a nominal rent.

     As with other Torrens title land, the borrower's leasehold interest in the
land is entered in a central register and the borrower may deal with his or her
leasehold interest, including granting a mortgage over the property, without
consent from the government.

CROWN-LEASEHOLD

     Crown land is land that is the property of the Commonwealth, a State or a
Territory of Australia. Legislation of the Commonwealth and various States and
Territories provides for the granting of leasehold interests in Crown land. A
Crown-lease is a lease of Crown land granted in accordance with the applicable
legislation. The legislation, which is different for each State and Territory,
strictly circumscribes the capacity of the Crown to grant a Crown-lease.

     Depending on the legislation within each state or territory of Australia,
leasehold interests in Crown land may be registered under the Torrens system of
title or they may not.

     Depending on the jurisdiction, a Crown-lease may be granted for a term of
years or in perpetuity. Save to the extent that the applicable legislation, or
the terms and conditions of the Crown-lease, provide otherwise the basic
incidents of a Crown-lease are similar to the incidents of a normal lease. For
instance, the lessee will be required to pay a rent, the lessee can only use the
property for a specified purpose and the lessor can forfeit the lease in certain
circumstances. In some Crown-leases the lessee can be required to carry out
improvements to the property. Some Crown-leases contain break clauses which,
subject to the payment of compensation, enable the Crown to terminate the lease
if the land is needed for a specified purpose.

     The specific rights pertaining to, and obligations arising from, a Crown-
lease are determined by the relevant legislation and the terms and conditions of
the lease.



                                      131


DURATION OF LEASEHOLD INTEREST

         In all cases, where mortgaged property consists of a leasehold
interest, the unexpired term of the lease exceeds the term of the housing loan
secured by that mortgaged property.

NATIVE TITLE

     Crown-leasehold property may become subject to native title claims. Native
title has only recently been recognized by Australian courts. Native title to
particular property is based on the traditional laws and customs of indigenous
Australians and is not necessarily extinguished by grants of Crown-leases over
that property. The extent to which native title exists over property, including
property subject to a Crown-lease, depends, amongst other things, on how that
property was previously used by the indigenous claimants asserting native title,
the nature and extent of the connection between the land in question and the
indigenous claimants, and whether the native title has been extinguished by the
granting of the leasehold interest. If the lease confers the right of exclusive
possession over the property, which is typically the case with residential
leases, the Courts have held that native title over the relevant property would
be extinguished. Whether a lease confers exclusive possession will depend on a
construction of the lease and the legislation under which the lease was granted.

TAKING SECURITY OVER LAND

     The law relating to the granting of securities over real property is made
complex by the fact that each State and Territory has separate governing
legislation. The following is a brief overview of some issues involved in taking
security over land.

     Under Torrens title, registration of a mortgage using the prescribed form
executed by the mortgagor is required in order for the mortgagee to obtain both
the remedies of a mortgagee granted by statute and the relevant priorities
against other secured creditors. To this extent, the mortgagee is said to have a
legal or registered title. However, registration does not transfer title in the
property and the mortgagor remains as legal owner. Rather, the Torrens title
mortgage takes effect as a statutory charge or security only. The Torrens title
mortgagee does not obtain an "estate" in the property but does have an interest
in the land which is recorded on the register and the certificate of title for
the property. A search of the register by any subsequent creditor or proposed
creditor will reveal the existence of the prior mortgage.

     In most States and Territories, a mortgagee will retain a duplicate
certificate of title which mirrors the original certificate of title held at the
relevant land registry office. Although the certificate is not a document of
title as such, the procedure for replacement is sufficiently onerous to act as a
deterrent against most mortgagor fraud. Failure to retain the certificate may in
certain circumstances constitute negligent conduct resulting in a postponement
of the mortgagee's priority to a later secured creditor.

     In Queensland, under the Land Title Act, 1994, duplicate certificates of
title are no longer issued to mortgagees as a matter of practice. A record of
the title is stored on computer at the land registry office and the mortgagee is
registered on that computerized title. However, a copy of the computer title can
be used and held by the mortgagee. In Western Australia, under the


                                      132


Transfer of Land Act 1893, duplicate certificates of title are optional at the
election of the registered proprietor.

     Once the borrower has repaid his or her debt, a discharge of mortgage
executed by the mortgagee is lodged with the relevant land registry office by
the mortgagor or the mortgagee and the mortgage will then be removed from the
certificate of title for the property.

     In general, an interest created by a Crown-lease can be mortgaged, subject,
however, in some cases, to the consent of the relevant Minister for the Crown. A
common control imposed upon a Crown-lease is a requirement that assignment can
take place only with the consent of the relevant Minister of the Crown.

ENFORCEMENT OF REGISTERED MORTGAGES

     Subject to the discussion in this section, if a borrower defaults under a
housing loan the loan documents provide that all moneys under the housing loan
may be declared immediately due and payable. In Australia, a lender may sue to
recover all outstanding principal, interest and fees under the personal covenant
of a borrower contained in the loan documents to repay those amounts. In
addition, the lender may enforce a registered mortgage in relation to the
defaulted loan. Enforcement may occur in a number of ways, including the
following:

     o    The mortgagee may enter into possession of the property. If it does
          so, it does so in its own right and not as agent of the mortgagor, and
          so may be personally liable for mismanagement of the property and to
          third parties as occupier of the property.

     o    The mortgagee may, in limited circumstances, lease the property to
          third parties.

     o    The mortgagee may foreclose on the property. Under foreclosure
          procedures, the mortgagee extinguishes the mortgagor's title to the
          property so that the mortgagee becomes the absolute owner of the
          property, a remedy that is, because of procedural constraints, rarely
          used. If the mortgagee forecloses on the property, it loses the right
          to sue the borrower under the personal covenant to repay and can look
          only to the value of the property for satisfaction of the debt.

     o    The mortgagee may appoint a receiver to deal with income from the
          property or exercise other rights delegated to the receiver by the
          mortgagee. A receiver is expressed to be the agent of the mortgagor
          and so, unlike when the mortgagee enters possession of property, in
          theory the mortgagee is not liable for the receiver's acts or as
          occupier of the property. In practice, however, the receiver will
          require indemnities from the mortgagee that appoints it.

     o    The mortgagee may sell the property, subject to various duties to
          ensure that the mortgagee exercises proper care in relation to the
          sale. This power of sale is usually expressly contained in the
          mortgage documents, and is also implied in registered mortgages under
          the relevant Torrens title legislation in each state or territory. The
          Torrens title legislation prescribes certain forms and periods of
          notice to be given to the mortgagor prior to enforcement. A sale under
          a mortgage may be by public


                                      133


          auction or private treaty subject to the mortgagee's duty to obtain a
          fair price. Once registered, the purchaser of property sold pursuant
          to a mortgagee's power of sale becomes the absolute owner of the
          property.

     A mortgagee's ability to call in all amounts under a housing loan or
enforce a mortgage which is subject to the UCCC is limited by various demand and
notice procedures which are required to be followed. For example, as a general
rule enforcement cannot occur unless the relevant default is not remedied within
30 days after a default notice in a prescribed form is given. Borrowers may also
be entitled to initiate negotiations with the mortgagee for a postponement of
enforcement proceedings.

     Concerning Crown-leases, in some jurisdictions, foreclosure requires the
consent of the Minister of the Crown. In Queensland there does not appear to be
any power to foreclose. In some jurisdictions there is a restriction upon the
period for which possession may be retained by a mortgagee who enters into
possession in exercise of its security rights over a Crown-lease. In some
jurisdictions there is a specified procedure to be followed where a mortgagee
wishes to sell a mortgaged Crown-lease.

PENALTIES AND PROHIBITED FEES

     Australian courts will not enforce an obligation of a borrower to pay
default interest on delinquent payments if the court determines that the
relevant default interest rate is a penalty. Certain jurisdictions prescribe a
maximum recoverable interest rate, although in most jurisdictions there is no
specified threshold rate to determine what is a penalty. In those circumstances,
whether a rate is a penalty or not will be determined by reference to such
factors as the prevailing market interest rates. The UCCC does not impose a
limit on the rate of default interest, but a rate which is too high may entitle
the borrower to have the loan agreement re-opened on the ground that it is
unjust. Under the Corporations Act 2001 (Cth), the liquidator of a company may
avoid a loan under which an extortionate interest rate is levied.

     The UCCC requires that any fee or charge to be levied by the lender must be
provided for in the contract, otherwise it cannot be levied. The regulations
under the UCCC may also from time to time prohibit certain fees and charges. The
UCCC also requires that establishment fees, early termination fees and
prepayment fees must be reasonable otherwise they may be reduced or set aside.

BANKRUPTCY AND INSOLVENCY

     The insolvency of a natural person is governed by the provisions of the
Bankruptcy Act 1966 (Cth). Generally, secured creditors of a natural person,
such as mortgagees under real property mortgages, stand outside the bankruptcy.
That is, the property of the bankrupt which is available for distribution by the
trustee in bankruptcy does not include the secured property. The secured
creditor may, if it wishes, prove, or file a claim, in the bankruptcy
proceedings as an unsecured creditor in a number of circumstances, including if
it has realized the related mortgaged property and the debt has not been fully
repaid in which case it can prove for the unpaid balance. Certain dispositions
of property by a bankrupt may be avoided by the trustee in bankruptcy. These
include where:



                                      134


     o    the disposition was made to defeat creditors;

     o    the disposition was made by an insolvent debtor within 6 months of the
          petition for bankruptcy and that disposition gave a preference to an
          existing creditor over at least one other creditor; or

     o    the transaction involves a transfer within 5 years of the commencement
          of the bankruptcy for which no consideration of less than market value
          was given.

     The insolvency of a company is governed by the Corporations Act 2001 (Cth).
Again, secured creditors generally stand outside the insolvency. However, a
liquidator may avoid a mortgage or other security which is voidable under the
Corporations Act 2001 (Cth) because it is an uncommercial transaction, or an
unfair preference of a creditor or a transaction for the purpose of defeating
creditors, and that transaction occurred:

     o    when the company was insolvent, or an act is done to give effect to
          the transaction when the company is insolvent, or the company becomes
          insolvent because of the transaction or the doing of an act to give
          effect to the transaction; and

     o    within a prescribed period prior to the commencement of the winding up
          of the company.

     In addition, a loan to a company in liquidation at extortionate interest or
with extortionate charges may be avoided at any time.

ENVIRONMENTAL

     Real property which is mortgaged to a lender may be subject to unforeseen
environmental problems, including land contamination. Environmental legislation
which deals with liability for such problems exist at State, Territory and
Federal levels, although the majority of relevant legislation is imposed by the
states. No Australian statute expressly imposes liability on "passive" lenders
or security holders for environmental matters, and some states expressly exclude
such liability. However, liability in respect of environmentally damaged land,
which liability may include the cost of rectifying the damage, may attach to a
person who is, for instance, an owner, occupier or person in control of the
relevant property. In some but not all states lenders are expressly excluded
from the definitions of one or more of these categories.

     Merely holding security over property will not convert a lender into an
occupier. However, a lender or receiver who takes possession of contaminated
mortgaged property or otherwise enforces its security may be liable as an
occupier.

     Some environmental legislation provides that security interests may be
created in favor of third parties over contaminated or other affected property
to secure payment of the costs of any necessary rectification of the property.
The security interests may have priority over pre-existing mortgages. To the
extent that the issuer trustee or a receiver appointed on its behalf incurs any
such liabilities, it will be entitled to be indemnified out of the assets of the
fund.

                                      135


INSOLVENCY CONSIDERATIONS

     The current transaction is designed to mitigate insolvency risk. For
example, the housing loans are not assets available to the liquidator or
creditors of ME or MEPM in the event of an insolvency of ME or MEPM. Similarly,
the assets in the fund should not be available to other creditors of the issuer
trustee in its personal capacity or as trustee of any other trust in the event
of an insolvency of the issuer trustee.

     If any Insolvency Event occurs with respect to the issuer trustee, the
security trust deed may be enforced by the security trustee at the direction of
the Voting Secured Creditors. See "Description of the Transaction
Documents--Security Trust Deed--Enforcement of the Charge". The security created
by the security trust deed will stand outside any liquidation of the issuer
trustee, and the assets the subject of that security will not be available to
the liquidator or any creditor of the issuer trustee, other than a creditor
which has the benefit of the security trust deed until the secured obligations
have been satisfied. The proceeds of enforcement of the security trust deed are
to be applied by the security trustee as set out in "Description of the
Transaction Documents--The Security Trust Deed--Priorities under the Security
Trust Deed". If the proceeds from enforcement of the security trust deed are not
sufficient to redeem the Class A1 notes in full, some or all of the Class A1
noteholders will incur a loss.

TAX TREATMENT OF INTEREST ON AUSTRALIAN HOUSING LOANS

     Under Australian law, interest on loans used to purchase a person's primary
place of residence is not ordinarily deductible for taxation purposes.
Conversely, interest payments on loans and other non-capital expenditures
relating to non-owner occupied properties that generate assessable income to the
owner are generally allowable as tax deductions.

UCCC

     Under the UCCC a borrower has the right to apply to a court to do, among
other things, the following:

     o    vary the terms of a housing loan on the grounds of hardship or that it
          is an unjust contract;

     o    reduce or cancel any interest rate payable on a housing loan if the
          interest rate is changed to a rate which is unconscionable;

     o    have certain provisions of a housing loan which are in breach of the
          legislation declared unenforceable;

     o    obtain an order for a civil penalty against the issuer trustee, the
          amount of which may be set off against any amount payable by the
          borrower under the applicable housing loan; or

     o    obtain restitution or compensation from the issuer trustee in relation
          to breaches of the UCCC in relation to a housing loan.

                                      136


     A person who provides security can also apply to a court in some instances.

     The issuer trustee is liable for compliance with the UCCC. Any order under
the UCCC may affect the timing or amount of interest or principal payments or
repayments under the relevant housing loan, which might in turn affect the
timing or amount of interest or principal payments or repayments to you under
the notes. The mortgage manager has indemnified the issuer trustee against any
loss the issuer trustee may incur as a result of a failure by the mortgage
manager to comply with the UCCC in respect of a mortgage.

                    UNITED STATES FEDERAL INCOME TAX MATTERS

OVERVIEW

     The following is a summary of the material United States federal income tax
consequences of the purchase, ownership and disposition of the Class A1 notes by
investors who are subject to United States federal income tax and are based on
advice received by the manager. This summary is based upon current provisions of
the Internal Revenue Code of 1986, as amended, proposed, temporary and final
Treasury regulations under the Code, and published rulings and court decisions,
all of which are subject to change, possibly retroactively or to a different
interpretation at a later date by a court or by the IRS. The parts of this
summary which relate to matters of law or legal conclusions represent the
opinion of Mayer, Brown, Rowe & Maw LLP, special United States federal tax
counsel for the manager, and are as qualified in this summary. We have not
sought and will not seek any rulings from the IRS about any of the United States
federal income tax consequences we discuss, and we cannot assure you that the
IRS will not take contrary positions.

     Mayer, Brown, Rowe & Maw LLP has prepared or reviewed the statements under
the heading "United States Federal Income Tax Matters" and is of the opinion
that these statements discuss the material United States federal income tax
consequences to investors generally of the purchase, ownership and disposition
of the Class A1 notes. However, the following discussion does not discuss and
Mayer, Brown, Rowe & Maw LLP is unable to opine as to the unique tax
consequences of the purchase, ownership and disposition of the Class A1 notes by
investors that are given special treatment under the United States federal
income tax laws, including, without limitation:

     o    banks and thrifts;

     o    insurance companies;

     o    regulated investment companies;

     o    dealers in securities;

     o    investors that will hold the notes as a position in a "straddle" for
          tax purposes or as a part of a "synthetic security," "conversion
          transaction" or other integrated investment comprised of the notes and
          one or more other investments;

     o    foreign investors;

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     o    trusts and estates; and

     o    pass-through entities, the equity holders of which are any of the
          foregoing.

     Additionally, the discussion regarding the Class A1 notes is limited to the
United States federal income tax consequences to the initial investors and not
to a purchaser in the secondary market and is limited to investors who will hold
the Class A1 notes as "capital assets" within the meaning of Section 1221 of the
Code.

     It is suggested that prospective investors consult their own tax advisors
about the United States federal, state, local, foreign and any other tax
consequences to them of the purchase, ownership and disposition of the Class A1
notes, including the advisability of making any election discussed under "Market
Discount".

     The issuer trustee will be reimbursed for any United States federal income
taxes imposed on it in its capacity as trustee of the fund out of the assets of
the fund. Also, based on the representation of the manager that the fund does
not and will not have an office in the United States, the fund does not and will
not avail itself of the office of an agent in the United States, and that the
fund is not conducting, and will not conduct, either directly or through an
agent, any activities in the United States, other than in connection with its
issuance of the Class A1 notes, in the opinion of Mayer, Brown, Rowe & Maw LLP,
the issuer trustee and the fund will not be subject to United States federal
income tax.

     In the opinion of Mayer, Brown, Rowe & Maw LLP, special tax counsel for the
manager, the Class A1 notes will be characterized as debt for U.S. federal
income tax purposes. Each Class A1 noteholder, by acceptance of a Class A1 note,
agrees to treat the notes as indebtedness.

ORIGINAL ISSUE DISCOUNT, INDEXED SECURITIES, ETC.

     The discussion below assumes that all payments on the Class A1 notes are
denominated in U.S. dollars and that the notes are not indexed securities or
strip notes. Additionally, the discussion assumes that the interest formula for
the Class A1 notes meets the requirements for "qualified stated interest" under
Treasury regulations, called the "OID Regulations," relating to original issue
discount, or "OID." Under the OID Regulations, a Class A1 note will be
considered issued with OID if its "stated redemption price at maturity" exceeds
its "issue price" (i.e., the price at which a substantial portion of the Class
A1 notes is first sold (not including sales to the Underwriters)). In general, a
Class A1 note's "stated redemption price at maturity" is the sum of all payments
to be made on the Class A1 note other than payments of "qualified stated
interest." The issue price of a Class A1 note will be adjusted as OID, if any,
accrues on such Class A1 note. Further, if the Class A1 notes have any original
issue discount, it will be de minimis if it is less than 1/4% of the principal
amount of the offered notes multiplied by the number of full years included in
their term.

     Under the Code, a U.S. person who holds Class A1 notes would be required to
include the daily portions of OID, if any, in income as interest over the term
of such notes under a constant yield method that reflects the time value of
money, regardless of such holder's method of accounting and without regard to
the timing of actual payments. Treasury regulations


                                      138


applicable to debt instruments issued with OID do not provide rules for accrual
of OID on debt instruments the payments on which are contingent as to time, such
as the Class A1 notes. In the absence of definitive guidance, any OID will be
reported using a prepayment assumption, which assumption will be reflected on a
projected payment schedule prepared by the issuer. The projected payment
schedule will be used solely to determine the amount of OID to be included in
income annually by U.S. persons who hold Class A1 notes. As such, the
calculation of the projected payment schedule would be based on a number of
assumptions and estimates and is not a prediction of or representation with
respect to the actual amount of payments on the Class A1 notes or of the actual
yield of the Class A1 notes. In any case, however, the issuer's determination
would not be binding on the Internal Revenue Service.

INTEREST INCOME ON THE CLASS A1 NOTES

     Mayer, Brown, Rowe & Maw LLP is of the opinion that you will be required to
report as ordinary interest income the stated interest on the Class A1 notes you
hold in accord with your method of tax accounting. If the Class A1 Notes were
issued with more than a de minimis amount of OID, you will be required to
include such OID in income as it accrues (on the basis of a constant yield to
maturity) prior to the receipt of cash in respect of such amounts. Under the OID
Regulations, if you hold a Class A1 note issued with a de minimis amount of OID,
you must include this OID in income, on a pro rata basis, as principal payments
are made on the note. If you purchase a Class A1 note for more or less than its
principal amount, you will generally be subject, respectively, to the premium
amortization or market discount rules of the Code, discussed below.

     Interest on the Class A1 notes will be treated as foreign source income for
U.S. federal income tax purposes. If Australian withholding tax (and potentially
other taxes) is imposed on payments of interest with respect to the Class A1
notes (see "Australian Tax Matters--Payments of Principal, Premiums and
Interest"), a U.S. person holding Class A1 notes will be required to include in
gross income the entire amount of each interest payment, including any amounts
withheld. U.S. persons holding Class A1 notes generally will be entitled to
claim either a credit or a deduction for the amount of Australian withholding
tax imposed on payments of interest on the Class A1 notes. However, because the
availability of a credit or deduction for foreign taxes is subject to certain
limitations, a U.S. person holding Class A1 notes may not be able to claim a
credit or deduction for the full amount of Australian withholding tax imposed on
payments of interest with respect to the Class A1 notes. If the Australian GST
were imposed on payments made to a U.S. person with respect to the Class A1
notes, the availability of a credit would depend generally on whether the GST
meets the requirements of Section 901 of the Code. U.S. persons holding Class A1
notes should consult their tax advisors regarding the availability of a credit
or deduction for Australian withholding tax or GST on the Class A1 notes in
their particular circumstances.

SALE OF NOTES

     Mayer, Brown, Rowe & Maw LLP is of the opinion that if you sell a Class A1
note, you will recognize gain or loss equal to the difference between the amount
realized on the sale, other than amounts attributable to, and taxable as,
accrued interest, and your adjusted tax basis in the Class A1 note. Your
adjusted tax basis in a note will equal your cost for the Class A1 note,

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decreased by any amortized premium and any payments other than interest made on
the Class A1 note and increased by any market discount and original issue
discount previously included in your income. Any gain or loss will generally be
a capital gain or loss, other than amounts representing accrued interest or
accrued market discount not previously included in income, and will be long-term
capital gain or loss if the Class A1 note was held as a capital asset for more
than one year. In the case of an individual taxpayer, the maximum long-term
capital gains tax rate is lower than the maximum ordinary income tax rate. Any
capital losses realized may be deducted by a corporate taxpayer only to the
extent of capital gains and by an individual taxpayer only to the extent of
capital gains plus $3,000 of other U.S. income.

     Market Discount. In the opinion of Mayer, Brown, Rowe & Maw LLP, you will
be considered to have acquired a Class A1 note at a "market discount" to the
extent the stated redemption price at maturity of the note (or if the Class A1
notes are issued with OID, the adjusted issuer price of a Class A1 note) exceeds
your cost for such note immediately after your acquisition of the note, unless
the excess does not exceed a prescribed de minimis amount. If the excess exceeds
the de minimis amount, you will be subject to the market discount rules of
Sections 1276 and 1278 of the Code with regard to the note.

     In the case of a sale or other disposition of a Class A1 note subject to
the market discount rules, Section 1276 of the Code requires that gain, if any,
from the sale or disposition be treated as ordinary income to the extent the
gain represents market discount accrued during the period the note was held by
you, reduced by the amount of accrued market discount previously included in
income.

     In the case of a partial principal payment of a Class A1 note subject to
the market discount rules, Section 1276 of the Code requires that the payment be
included in ordinary income to the extent the payment does not exceed the market
discount accrued during the period the note was held by you, reduced by the
amount of accrued market discount previously included in income.

     Generally, market discount accrues under a straight line method, or, at the
election of the taxpayer, under a constant interest rate method. However, in the
case of bonds with principal payable in two or more installments, such as the
Class A1 notes, the manner in which market discount is to be accrued will be
described in Treasury regulations not yet issued. Until these Treasury
regulations are issued, you should follow the explanatory conference committee
Report to the Tax Reform Act of 1986 for your accrual of market discount. This
Conference Committee Report indicates that holders of these obligations may
elect to accrue market discount either on the basis of a constant interest rate
or as follows:

     o    for those obligations that have original issue discount, market
          discount shall be deemed to accrue in proportion to the accrual of
          original issue discount for any Interest Period; and

     o    for those obligations which do not have original issue discount, the
          amount of market discount that is deemed to accrue is the amount of
          market discount that bears the same ratio to the total amount of
          remaining market discount that the amount of stated


                                      140


          interest paid in the Interest Period bears to the total amount of
          stated interest remaining to be paid on the obligation at the
          beginning of the Interest Period.

     Under Section 1277 of the Code, if you incur or continue debt that is used
to purchase a Class A1 note subject to the market discount rules, and the
interest paid or accrued on this debt in any taxable year exceeds the interest
and original issue discount currently includible in income on the note,
deduction of this excess interest must be deferred to the extent of the market
discount allocable to the taxable year. The deferred portion of any interest
expense will generally be deductible when the market discount is included in
income upon the sale, repayment, or other disposition of the indebtedness.

     Section 1278 of the Code allows a taxpayer to make an election to include
market discount in gross income currently. If an election is made, the
previously described rules of Sections 1276 and 1277 of the Code will not apply
to the taxpayer.

     Due to the complexity of the market discount rules, we suggest that you
consult your tax advisor as to the applicability and operation of these rules.

     Premium. In the opinion of Mayer, Brown, Rowe & Maw LLP, you will generally
be considered to have acquired a Class A1 note at a premium if your cost for
such note exceeds the adjusted issue price of such note. In that event, if you
hold a Class A1 note as a capital asset, you may amortize the premium as an
offset to interest income under Section 171 of the Code, with corresponding
reductions in your tax basis in the Class A1 note if you have made an election
under Section 171 of the Code. Generally, any amortization is on a constant
yield basis. However, in the case of bonds with principal payable in two or more
installments, like the Class A1 notes, the previously discussed conference
report, which indicates a Congressional intent that amortization be in
accordance with the rules that will apply to the accrual of market discount on
these obligations, should be followed for the amortization of such premium. We
suggest that you consult your tax advisor as to the applicability and operation
of the rules regarding amortization of premium.

BACKUP WITHHOLDING

     Mayer, Brown, Rowe & Maw LLP is of the opinion that backup withholding
taxes will be imposed on payments to you on interest paid, and original issue
discount accrued, if any, on the Class A1 notes if, upon issuance, you fail to
supply the manager or its broker with a certified statement, under penalties of
perjury, containing your name, address, correct taxpayer identification number,
and a statement that you are not required to pay backup withholding. The backup
withholding tax rate will be 28%, which rate will increase to 31% for payments
made after 2010. Exempt investors, such as corporations, tax-exempt
organizations, qualified pension and profit sharing trusts, individual
retirement accounts or non-resident aliens who provide certification of their
status as non-resident are not subject to backup withholding. Information
returns will be sent annually to the IRS by the manager and to you stating the
amount of interest paid, original issue discount accrued, if any, and the amount
of tax withheld from payments on the Class A1 notes. We suggest that you consult
your tax advisors about your eligibility for, and the procedure for obtaining,
exemption from backup withholding.



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TAX CONSEQUENCES TO NON-U.S. NOTEHOLDERS

     If interest paid (or accrued) to a noteholder who is a nonresident alien,
foreign corporation or other non-United States person, a "foreign person," is
not effectively connected with the conduct of a trade or business within the
United States by the foreign person, the interest should generally not be
subject to United States federal income tax or withholding tax as such interest
should not be treated as United States source income. However, if a Withholding
Agent (as defined below) cannot determine the source of a payment of interest
with respect to a Class A1 note at the time of payment, the Withholding Agent
must presume that the payment is United States source income subject to
withholding tax. Tax that is erroneously withheld from payments made to a
non-United States person generally may be recovered by filing a claim for refund
with the Internal Revenue Service. In the event such interest is treated by a
Withholding Agent as United States source income, the interest generally will be
considered "portfolio interest," and generally will not be subject to the United
States federal income tax and withholding tax, as long as the foreign person:

     o    is not actually or constructively a "10 percent shareholder" of the
          issuer or a "controlled foreign corporation" with respect to which the
          issuer is a "related person" within the meaning of the Code, and

     o    provides an appropriate statement, signed under penalties of perjury,
          certifying that the beneficial owner of the Class A1 note is a foreign
          person and providing the foreign person's name and address.

     If a foreign person is actually or constructively a "10 percent
shareholder" of the issuer or a "controlled foreign corporation" with respect to
which the issuer is a "related person" within the meaning of the Code, or
applicable certification requirements were not satisfied, then interest received
by a noteholder that is treated by a Withholding Agent as United States source
income will be subject to United States federal income withholding tax at a rate
of 30 percent unless reduced or eliminated pursuant to an applicable tax treaty.
Alternatively, interest payments with respect to the Class A1 notes made to a
foreign person will not be subject to United States withholding tax but will be
subject to United States income tax if the foreign person certifies that the
interest payments are effectively connected with the conduct by such person of a
trade or business in the United States. Generally, the certification
requirements will be satisfied if an individual or corporation provides the
Withholding Agent with an IRS Form W-8BEN ("W-8BEN") or Form W-8ECI ("W-8ECI").
The W-8BEN and W-8ECI are generally effective for the remainder of the year of
signature plus three full calendar years unless a change in circumstances makes
any information on the form incorrect. Notwithstanding the preceding sentence, a
W-8BEN with a United States taxpayer identification number will remain effective
until a change in circumstances makes any information on the form incorrect,
provided that the Withholding Agent makes at least one payment annually and
reports at least annually to the beneficial owner on IRS Form 1042-S. The
beneficial owner must inform the Withholding Agent within 30 days of such change
and furnish a new W-8BEN. A foreign person who is not an individual or
corporation (or an entity treated as a corporation for United States federal
income tax purposes) holding the Class A1 notes on its own behalf may have
substantially increased reporting requirements. In particular, in the case of
Class A1 notes held by a foreign partnership (or foreign trust), the partners
(or beneficiaries) rather than the partnership (or trust)


                                      142


will be required to provide certain additional information. A "Withholding
Agent" is the last United States payor (or a non-United States payor who is a
qualified intermediary, United States branch of a foreign person, or withholding
foreign partnership) in the chain of payment prior to payment to a non-United
States person (which itself is not a Withholding Agent).

     Certain securities clearing organizations, and other entities who are not
beneficial owners, may be able to provide a signed statement to the Withholding
Agent. However, in such case, the signed statement may require a copy of the
beneficial owners' W-8BEN (or the substitute form).

     Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a note by a foreign person will be exempt from the United
States federal income and withholding tax, provided that:

     o    gain is not effectively connected with the conduct of a trade or
          business in the United States by the foreign person, and

     o    in the case of a foreign individual, the foreign person is not present
          in the United States for 183 days or more in the taxable year.

     If the interest, gain or income on a Class A1 note held by a foreign person
is effectively connected with the conduct of a trade or business in the United
States by the foreign person, the holder (although exempt from the withholding
tax previously discussed if an appropriate statement is furnished) generally
will be subject to United States federal income tax on the interest, gain or
income at regular United States federal income tax rates. In addition, if the
foreign person is a foreign corporation, it may be subject to a branch profits
tax equal to 30 percent of its "effectively connected earnings and profits"
within the meaning of the Code for the taxable year, as adjusted for certain
items, unless it qualifies for a lower rate under an applicable tax treaty.

                             AUSTRALIAN TAX MATTERS

     The following statements with respect to Australian taxation are the
material tax consequences to United States residents of holding Class A1 notes
and non-residents of Australia holding Class A2 notes and are based on advice
received by the manager from Greenwoods & Freehills Pty Limited, on the basis of
Australian law as in effect on the date of this prospectus (which is subject to
change possibly with retrospective effect). It is suggested that purchasers of
Class A notes should consult their own tax advisers concerning the application
of the Australian tax laws and the laws of any other taxing jurisdiction of the
ownership of or any dealing in the notes to their particular circumstances.

     A United States resident holding Class A1 notes and non-residents of
Australia holding Class A2 notes may be subject to Australian tax by virtue of
any payment received from the issuer trustee being considered or deemed to be
interest, any profit on sale of the note being considered or deemed to be
Australian sourced or any payment on transfer of the note being deemed to be
interest. The liability of such a noteholder to Australian tax is discussed
below.

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PAYMENTS OF PRINCIPAL, PREMIUMS AND INTEREST

AUSTRALIAN INTEREST WITHHOLDING TAX - GENERAL

     It is anticipated that the only payments to be made by the issuer trustee
in relation to the Class A Notes will constitute principal or interest for
Australian tax purposes. Under existing Australian tax law, non-resident holders
of notes or interests in any notes (other than persons holding such securities
or interests as part of a business carried on at or through a permanent
establishment in Australia) are not subject to Australian income tax on payments
of interest or amounts in the nature of interest, but potentially may be subject
to Australian interest withholding tax. Interest withholding tax is currently
levied at the rate of 10% on the gross amount of interest (as defined in section
128A(1AB) of the Income Tax Assessment Act 1936 (the "1936 Act")) paid or
credited by the borrower.

     Interest includes amounts in the nature of interest, amounts paid in
substitution for interest and amounts received in exchange for interest in
connection with a "washing arrangement". A premium on redemption may be treated
as an amount in the nature of interest for this purpose. A washing arrangement
is an arrangement under which title to a security is transferred to a resident
shortly before an interest payment is made and the sole or dominant purpose of
the arrangement is to reduce the amount of withholding tax payable.

     Interest that is derived by a non-resident carrying on business in
Australia at or through a permanent establishment in Australia is not subject to
Australian withholding tax but would be subject to Australian income tax.

AUSTRALIAN INTEREST WITHHOLDING TAX - EXEMPTIONS

     Pursuant to section 128F of the 1936 Act, an exemption from Australian
interest withholding tax applies provided all prescribed conditions are met.

     These conditions are:

     o    the notes constitute debentures;

     o    the issuer trustee is a company that is a resident of Australia when
          it issues the notes;

     o    the issuer trustee is a company that is a resident of Australia when
          the relevant interest is paid on the notes; and

     o    the notes, or a global bond or note or interests in such a global bond
          or note, are issued in a manner which satisfies the public offer test
          as prescribed under section 128F of the 1936 Act.

     An additional requirement for the application of section 128F in the case
of an issuer being a corporate trustee is that the only person capable of
benefiting under the trust is a company other than a "company" acting in the
capacity of trustee. On the basis of principles of statutory interpretation and
in the absence of contrary intention, the reference to "a company"


                                      144


should include its plural meaning and therefore, subject to meeting the public
offer test the fund should satisfy the above requirements.

     The issuer trustee will seek to issue the Class A notes and interests in
any Class A note in a way that will satisfy the public offer test and otherwise
meet the requirements of section 128F. The public offer test can be satisfied
where the issue of the notes resulted from them being offered for issue to at
least 10 persons each of whom:

     o    was carrying on a business of providing finance, or investing or
          dealing in securities in the course of operating in financial markets;
          and

     o    was not known, or suspected, by the issuer trustee to be an associate
          of any other persons covered by this paragraph.

     The public offer test will not be satisfied in relation to the issue of a
note if, at the time of issue, the issuer trustee knew or had reasonable grounds
to suspect that the note was being, or would later be, acquired directly or
indirectly by an associate of the issuer trustee (other than in the capacity of
a dealer, manager or underwriter in relation to the placement of the note or a
clearing house, custodian, funds manager or responsible entity of a registered
scheme) and the associate of the issuer trustee is either:

     o    a non-resident and the note is not acquired in carrying on a business
          at or through a permanent establishment in Australia; or

     o    an Australian resident and the note is acquired in carrying on
          business at or through a permanent establishment in a country outside
          Australia.

     The exemption from Australian withholding tax will also not apply to
interest paid by the issuer trustee to an associate of the issuer trustee if, at
the time of the payment, the issuer trustee knows, or has reasonable grounds to
suspect, that the person is an associate and the associate is either:

     o    a non-resident and the payment is not received in respect of a note
          that was acquired in carrying on business at or through a permanent
          establishment in Australia; or

     o    an Australian resident and the payment was received in respect of a
          note that was acquired in carrying on business at or through a
          permanent establishment in a country outside Australia; and

the associate does not receive the payment in the capacity of a clearing house,
paying agent, custodian, funds manager or responsible entity of a registered
scheme.

     If, for any reason other than the noteholders holding the Class A notes in
connection with an Australian permanent establishment, the interest paid by the
issuer trustee is not exempt from interest withholding tax, the treaty entitled
"Convention for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income" between the United States and Australia
(the "Treaty") and the protocol amending the Treaty would need to be considered.
The Treaty and the protocol provide generally that interest which has its source
in


                                      145


Australia, and to which a United States resident, as defined in the Treaty and
who is entitled to that benefit of the treaty, is beneficially entitled, may be
taxed in Australia, but that any tax charged shall not exceed 10% of the gross
amount of interest. As Australian interest withholding tax does not exceed this
rate, the treaty would generally not operate to limit the amount of withholding
tax in these circumstances.

     However, we note that under the protocol, interest derived by a resident of
the United States, which is a government body (including a body exercising
governmental functions), a bank performing central banking functions or a
financial institution unrelated to and dealing wholly independently with the
payer may not be subject to tax in Australia.

     Where a Class A noteholder who is a resident of a country other than the
United States derives interest income not exempt from withholding tax, the
application of the relevant Double Tax Agreement, if any, between the country of
residence and Australia would need to be considered.

TAX FILE NUMBERS

     There is a requirement under the 1936 Act that an issuer of securities such
as the Class A notes withhold an amount on account of tax at the highest
marginal rate of tax (currently 48.5%) from payments of income on the securities
in some circumstances. This requirement does not apply if the investor in the
securities has quoted or is taken to have quoted an Australian tax file number
("TFN") to the issuer of the security.

     In the case of a non-resident deriving interest income on the Class A notes
(other than at or through a permanent establishment in Australia), the
non-resident will be taken to have quoted a TFN if:

     o    section 128F of the 1936 Act applies to exempt the payment of interest
          from withholding tax; or

     o    section 128F of the 1936 Act does not apply and the issuer trustee is
          required to withhold an amount of tax under the interest withholding
          tax provisions.

     In the case of a non-resident deriving interest income on the Class A notes
at or through a permanent establishment in Australia, the requirement to
withhold tax at the rate of 48.5% will apply unless the non-resident quotes a
TFN or is able to rely on a relevant exemption from quoting a TFN.

PROFIT ON SALE

INCOME TAX

     Under existing Australian law, non-resident holders of Class A notes who
are United States residents entitled to the benefits of the Treaty will not be
subject to Australian income tax (other than withholding tax in some
circumstances) on "business profits" derived from the sale or disposal of the
Class A notes unless the gain on the disposal of such notes is attributable to a
permanent establishment of the Class A noteholder in Australia.



                                      146


     To the extent that a Class A noteholder who is a United States resident
derives income to which the "business profits" article of the Treaty does not
apply and to which no other article applies, then that income will only be
subject to tax in Australia if it has an Australian source.

     The source of any profit on the disposal of the Class A notes will depend
on the factual circumstances of the actual disposal. Where these notes are
acquired and disposed of pursuant to contractual arrangements entered into and
concluded outside Australia, and any payment is made outside Australia and the
seller and the purchaser are non-residents of Australia and do not have a
business carried on, at or through a permanent establishment in Australia, the
profit should not have an Australian source.

     Similar consequences would arise to Class A noteholders who are residents
of countries with which Australia has concluded a comprehensive Double Tax
Agreement.

     A Class A noteholder who is not a resident of a country with which
Australia has concluded a comprehensive Double Tax Agreement will only be
subject to income tax (other than withholding tax) on income which is sourced in
Australia.

WITHHOLDING TAX

     There are specific withholding tax rules that can apply in some
circumstances to treat a portion of the sale price of notes as interest for
withholding tax purposes. If an amount is deemed to be interest under these
provisions, this interest is not currently covered by the exemption in section
128F of the 1936 Act. These rules would apply to deem part of the sale proceeds
to be interest if the Class A notes are sold to an Australian resident in
connection with a "washing arrangement" as described above. If the exemption
from withholding tax is available it is unlikely that a sale of a Class A note
by a Class A noteholder would be in connection with a washing arrangement.

TAX LIABILITY OF THE ISSUER TRUSTEE

GENERAL

     The issuer trustee will not pay Australian income tax on the taxable income
of the fund. MEPM (as the income beneficiary) of the fund, will pay tax on this
amount. The issuer trustee, however, will have a liability to pay goods and
services tax ("GST") and may have a liability to deduct withholding tax on
certain amounts.

GOODS AND SERVICES TAX

GENERAL

     If an entity, such as the issuer trustee, makes a taxable supply it will
have to pay goods and services tax equal to (generally) one-eleventh of the
consideration received for the supply. However, GST is not payable if an entity
makes a GST-free supply or an input taxed supply. GST-free supplies include
supplies that are for consumption outside Australia. Input taxed supplies
include most financial supplies.

                                      147


     An entity may also incur a GST liability in respect of the acquisition
(rather than supply) of services from outside Australia where the supply to the
entity is not "connected with Australia" and is not wholly for a "creditable
purpose" (the "reverse charge" provisions).

     To the extent that the supplies made by an entity are taxable supplies or
GST-free supplies the entity can obtain a credit for the GST component of the
cost of goods and services acquired to make those supplies.

     To the extent that the supplies made by an entity are "input taxed", the
entity may not be entitled to a full credit (or in some circumstances, any
credit) for the GST component of the cost of goods and services acquired to make
those supplies.

APPLICATION TO CLASS A NOTEHOLDERS

     On the basis of the current GST legislation, a disposal of a Class A note
or receipt of interest by a Class A noteholder will not give rise to a GST
liability to the Class A noteholder.

APPLICATION TO THE ISSUER TRUSTEE

     The issue of the Class A notes, the issue of the other classes of notes and
the provision of credit under the mortgages will not be taxable supplies by the
issuer trustee. The supply of the notes will, in general, be an input taxed
supply. The issue of the Class A notes may be a GST-free supply. As such, the
issuer trustee should not incur a GST liability on these supplies. However, some
of the acquisitions made by the issuer trustee may give rise to a GST liability
under the reverse charge provisions.

     Services provided to the issuer trustee will be a mixture of taxable and
input taxed supplies. If a supply is taxable, the supplier has the primary
obligation to account for GST in respect of that supply and must rely on a
contractual provision to recoup that GST from the issuer trustee. Various fees
paid by the issuer trustee, including the manager's fee, the issuer trustee's
fee and the security trustee's fee will be in consideration of a taxable supply
and will be increased to take into account the supplier's GST liability.

     GST may increase the cost of repairing or replacing damaged properties
offered as security for housing loans. However, we understand that it is a
condition of the loan contracts associated with the mortgages held by the fund
that the borrower must maintain full replacement value property insurance at all
times during the loan term.

     In respect of certain specified costs and expenses, the issuer trustee may
be entitled to a partial credit for the GST component of those costs and
expenses(including any GST liability arising under the reverse charge
provisions) to the extent those costs are incurred in making financial supplies.
The issuer trustee would be entitled to a full credit for the GST component of
its costs and expenses to the extent those costs are incurred in making GST-free
supplies. If the issuer trustee is not entitled to a full credit for the
increase in any costs and expenses that is attributable to GST, the overall fund
expenses will increase, resulting in a decrease in the funds available to the
fund to pay noteholders.

                                      148


     Supplies of other person's property made by the issuer trustee to third
parties in satisfaction of debts (e.g., if it exercised its power of sale in
respect of a property) are taxable supplies if, had the debtor made the supply,
the supply would have been a taxable supply. The issuer trustee will have to
account for goods and services tax out of the sale proceeds. The issuer trustee
may or may not be able to increase the sale price to cover this liability. If a
sale price cannot be increased to recover GST the remaining sale proceeds may be
insufficient to cover the unpaid balance of the related loan.

     In many circumstances, the supply of residential premises to be used
predominantly for residential accommodation will not be a taxable supply and
will not give rise to a GST liability to the issuer trustee. However, a GST
liability may arise in respect of the supply of premises that are commercial
residential premises (e.g., a hostel or boarding house) or new residential
premises (e.g., if the issuer trustee is making the first supply of the
premises, or the first supply after substantial renovation or demolition and
replacement).

     Any GST liability accruing to the issuer trustee when enforcing the housing
loans will decrease the funds available to the fund to pay you to the extent not
covered by the mortgage insurance policies. The extent to which the issuer
trustee is able to recover an amount on account of GST arising in the
circumstances described above will depend on the terms of the relevant policy.

     The issuer trustee may be eligible to be a member of a GST group. However,
membership of a GST group is optional even if the entity satisfies the
membership criteria. Members of a GST group are jointly and severally liable to
pay any amount of GST that is payable by the representative member of the group.

TAX REFORM PROPOSALS

     Until recently, it had been proposed by the Australian Government that
certain trusts would be taxed as if they were companies (i.e., the trustee would
be subject to tax on the net income of the trust, rather than the beneficiary).
These proposals have since been withdrawn, although the Government has stated
its continued commitment to reform the taxation of trusts. Although the form of
any future changes in law has not been decided, it would seem that the fund does
not fall within the class of trust with which the Government is mainly
concerned.

     The Taxation Laws Amendment Bill (No. 4) 2003 (Cth) was enacted on June 30,
2003 and amends the Taxation Administration Act 1953 (Cth) to introduce new
withholding obligations on certain payments that are made to foreign residents
or received on behalf of foreign residents. These are to be prescribed by
regulation. These obligations apply only to amounts outside the existing
withholding taxes where non-residents are currently subject to Australian
taxation. This new withholding tax arrangement regime applies to payments made
on or after July 1, 2003, however, will not have any practical effect until
regulations are made setting out payments subject to withholding.

CONSOLIDATION

     The fund will not qualify as a wholly owned subsidiary of a head company as
all of the beneficial interests in the fund will not be owned, directly or
indirectly, by a single holding


                                      149


company. Specifically, a beneficial interest in the fund will be held by an
entity which is not related to any consolidatable group of which the income
beneficiary may be a member. Accordingly, the fund cannot be a member of a
consolidated group for the purposes of the consolidation rules.

OTHER TAXES

     No stamp duty, issue, registration or similar taxes are payable in
Australia in connection with the issue of the Class A notes. Furthermore, a
transfer of, or agreement to transfer, Class A notes executed outside of
Australia will not be subject to Australian stamp duty.

                  ENFORCEMENT OF FOREIGN JUDGMENTS IN AUSTRALIA

     MEPM is an Australian non-listed public company incorporated with limited
liability under the Corporations Act 2001 (Cth). The issuer trustee and the
manager have been advised by Freehills that there is doubt as to whether the
courts of Australia would recognize the jurisdiction of the U.S. courts in
respect of judgments obtained in those courts in actions against the issuer
trustee or the manager or such directors and officers, and as to whether
Australian courts would enforce judgments of U.S. courts predicated upon the
civil-liability provisions of the U.S. federal or state securities laws. The
issuer trustee and the manager have also been advised that there is doubt as to
whether Australian courts would admit original actions brought under the U.S.
securities laws. In addition, certain remedies available under the U.S. federal
or state laws may not be admitted or enforced by Australian courts on the basis
of being contrary to Australia's public policy. However, the manager has been
advised by Freehills (and using terms as understood under Australian law) that
under the current law, an unsatisfied judgment in personam for a breach of an
obligation under the transaction documents obtained against the manager from any
State Court of the State of New York or any Federal Court in the United States
of America located in the Southern District of New York (collectively the "New
York Courts") may, subject to compliance with the rules and procedures of the
federal courts of Australia or the Supreme Court of any of the State of New
South Wales or the State of Victoria (collectively the "Australian Courts") be
subject of an action against that party for the purposes of enabling a
corresponding judgment to be obtained and enforced in an Australian Court, but
any such foreign judgment may not be recognized or the action or enforcement may
be the subject of a temporary or permanent stay, if it is a judgment which is,
amongst other things (as interpreted or applied by that Australian Court):

     o    not for a fixed or readily ascertainable sum;

     o    in respect of taxes or any revenue law (including for any fiscal
          penalty) or a fine or other penalty;

     o    obtained:

          o    by fraud;

                                      150


          o    contrary to notions of natural justice or public policy under the
               laws of any of the State of New South Wales, the State of
               Victoria and the Commonwealth of Australia;

          o    without limiting the fifth bullet point thereof, in circumstances
               where the judgment debtor did not receive notice of the
               proceedings in sufficient time to enable the judgment debtor to
               defend;

          o    from a court whose jurisdiction is not recognized under the
               Australian rules of private international law;

     o    in favor of a person other than the applicant for enforcement or
          recognition;

     o    not final and conclusive or is otherwise subject to appeal, dismissal,
          reversal, setting aside or stay of execution;

     o    on a cause of action or issues previously adjudicated; or

     o    of a nature or type which the Australian Court refuses to enforce as a
          matter of public policy under the laws of the State of New South
          Wales, the State of Victoria and the Commonwealth of Australia.

On the hearing of an action to enforce the foreign judgment, the foreign
judgment will not be re-examined on its merits, although:

     o    if there is a defense (or, arguably material evidence) not available
          before the New York Court or (arguably) if the judgment was based on a
          clear or perverse mistake as to the facts or application of Australian
          law, these factors may be permitted to be raised in defense of
          enforcement; and

     o    the defendant may be permitted to raise in those or separate
          proceedings any counterclaim which it might have raised had the action
          originally been brought before the Australian Courts unless the
          subject of the counterclaim was in issue and was decided by the
          foreign judgment of the New York Court.

The U.S. court must have exercised a jurisdiction which Australian courts will
recognize.

     A judgment by a court may be given, in some cases, only in Australian
dollars. The manager expressly submits to the jurisdiction of New York State and
United States Federal Courts sitting in the Borough of Manhattan in the City of
New York for the purpose of any suit, action or proceeding arising out of this
offering. The manager has appointed CT Corporation System, 111 Eighth Avenue,
13th floor, New York, New York 10011, as its agent upon whom process may be
served in any such action.

     All of the directors and executive officers of the manager reside outside
the United States in the Commonwealth of Australia. Substantially all or a
substantial portion of the assets of all or many of such persons are located
outside the United States. As a result, it may not be possible


                                      151


for holders of the notes to effect service of process within the United States
upon such persons or to enforce against them judgments obtained in United States
courts predicated upon the civil liability provisions of Federal securities laws
of the United States. The manager has been advised by Freehills, that, based on
the restrictions discussed in this section, there is doubt as to the
enforceability in the Commonwealth of Australia, in original actions or in
actions for enforcement of judgments of United States courts, of civil
liabilities predicated upon the Federal securities laws of the United States.

                        EXCHANGE CONTROLS AND LIMITATIONS

     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.

     Under Part 4 of the Charter of the 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 or 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.

                              ERISA CONSIDERATIONS

     Subject to the considerations discussed in this section, the Class A1 notes
are eligible for purchase by Benefit Plans.

     Section 406 of ERISA and Section 4975 of the Code prohibit pension,
profit-sharing or other employee benefit plans, as well as individual retirement
accounts, Keogh Plans and certain other plans covered by Section 4975 of the
Code, and entities that hold plan assets of such plans or accounts from engaging
in certain transactions with persons that are "parties in interest" under ERISA
or "disqualified persons" under the Code with respect to these Benefit Plans. A
violation of these "prohibited transaction" rules may result in an excise tax or
other penalties and liabilities


                                      152


under ERISA and the Code for these persons or the fiduciaries of the Benefit
Plan. Title I of ERISA also requires that fiduciaries of a Benefit Plan subject
to ERISA make investments that are prudent, diversified (except if prudent not
to do so) and in accordance with the governing plan documents.

     Some transactions involving the fund might be deemed to constitute
prohibited transactions under ERISA and the Code with respect to a Benefit Plan
that purchased Class A1 notes if assets of the fund were deemed to be assets of
the Benefit Plan. Under a regulation issued by the United States Department of
Labor, the assets of the fund would be treated as plan assets of a Benefit Plan
for the purposes of ERISA and the Code only if a Benefit Plan acquires an
"equity interest" in the fund and none of the exceptions to plan assets
contained in the regulation is applicable. An equity interest is defined under
the regulation as an interest in an entity other than an instrument which is
treated as indebtedness under applicable local law and which has no substantial
equity features. There is no specific guidance in the regulation regarding
whether a principal charge-off feature under the circumstances described in
"Description of Class A1 Notes--Application of Realized Losses" would constitute
a "substantial equity feature;" however, the regulation does state that an
instrument will not fail to be treated as indebtedness merely because it has
certain equity features that are incidental to the instrument's primary fixed
obligation. Although there can be no assurances in this regard, it appears, at
the time of their initial issuance, that the Class A1 notes should be treated as
debt without substantial equity features for purposes of the regulation and that
the Class A1 notes do not constitute equity interests in the fund for purposes
of the regulation. The debt characterization of the Class A1 notes could change
after their initial issuance if the fund incurs losses.

     However, without regard to whether the Class A1 notes are treated as a debt
interest for these purposes, the acquisition or holding of the Class A1 notes by
or on behalf of a Benefit Plan could be considered to give rise to a prohibited
transaction if the fund, the issuer trustee, the mortgage manager, the manager,
the Class A note trustee, a swap provider, the underwriters or the security
trustee or certain of their respective affiliates is or becomes a party in
interest or a disqualified person with respect to such Benefit Plan. In such
case, certain exemptions from the prohibited transaction rules could be
applicable to the purchaser and holding of Class A1 notes by a Benefit Plan
depending on the type and circumstances of the plan fiduciary making the
decision to acquire a Class A1 note. Included among these exemptions are:

     o    Prohibited Transaction Class Exemption 96-23, regarding transactions
          effected by "in-house asset managers";

     o    Prohibited Transaction Class Exemption 90-1, regarding investments by
          insurance company pooled separate accounts;

     o    Prohibited Transaction Class Exemption 95-60, regarding transactions
          effected by insurance company general accounts;

     o    Prohibited Transaction Class Exemption 91-38, regarding investments by
          bank collective investment funds; and

                                      153


     o    Prohibited Transaction Class Exemption 84-14, regarding transactions
          effected by "qualified professional asset managers."

     By your acquisition of a Class A1 note, you shall be deemed to represent
and warrant that your purchase and holding of the Class A1 note will not result
in a non-exempt prohibited transaction under ERISA or the Code.

     Benefit Plans that are governmental plans, as defined in Section 3(32) of
ERISA, and certain church plans, as defined in Section 3(33) of ERISA, are not
subject to ERISA requirements. However, governmental plans may be subject to
comparable state law restrictions.

     If you are a plan fiduciary considering the purchase of any of the Class A1
notes, you should consult your tax and legal advisors regarding whether the
assets of the fund would be considered plan assets, the possibility of exemptive
relief from the prohibited transaction rules and other issues and their
potential consequences. The Class A2 notes and the Class B notes are not
eligible for purchase by Benefit Plans.

                         LEGAL INVESTMENT CONSIDERATIONS

     The Class A1 notes will not constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, because the
originator of the housing loans was not subject to United States state or
federal regulatory authority. Accordingly, some U.S. institutions with legal
authority to invest in comparably rated securities based on such housing loans
may not be legally authorized to invest in the Class A1 notes. No representation
is made as to whether the notes constitute legal investments under any
applicable statute, law, rule, regulation or order for any entity whose
investment activities are subject to investment laws and regulations or to
review by any regulatory authorities. You are urged to consult with your counsel
concerning the status of the Class A1 notes as legal investments for you.

                              AVAILABLE INFORMATION

     ME Portfolio Management Limited, as manager, has filed with the SEC a
registration statement under the Securities Act with respect to the Class A1
notes offered pursuant to this prospectus. For further information, reference
should be made to the registration statement and amendments thereof and to the
exhibits thereto, which are available for inspection without charge at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the SEC's regional offices at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway,
New York, New York 10279. Copies of the registration statement, including any
amendments or exhibits, may be obtained from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
SEC also maintains a World Wide Web site which provides on-line access to
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC at the address
"http://www.sec.gov."

                              RATINGS OF THE NOTES

     The issuance of the Class A1 notes and the Class A2 notes will be
conditioned on obtaining a rating of "AAA" by Standard & Poor's and "Aaa" by
Moody's. The issuance of the


                                      154


Class B notes will be conditioned on obtaining a rating of "AA" by Standard &
Poor's and "Aa2" by Moody's. You should independently evaluate the security
ratings of each class of notes from similar ratings on other types of
securities. A security rating is not a recommendation to buy, sell or hold
securities. A rating does not address the market price or suitability of the
Class A1 notes for you. A rating may be subject to revision or withdrawal at any
time by the rating agencies. The rating does not address the expected schedule
of principal repayments other than to say that principal will be returned no
later than the final maturity date of the notes. The ratings of the Class A
notes will be based primarily on the creditworthiness of the housing loans, the
subordination provided by the Class B notes with respect to the Class A notes,
the availability of excess interest collections after payment of interest on the
notes and the fund's expenses, the mortgage insurance policies, the availability
of the Liquidity Facility, the creditworthiness of the swap providers and the
mortgage insurer and the foreign currency rating of Australia. The Commonwealth
of Australia's current foreign currency long-term debt rating is "AAA" by
Standard & Poor's, "Aaa" by Moody's and "AA+" by Fitch Ratings. In the context
of an asset securitization, the foreign currency rating of a country reflects,
in general, a rating agency's view of the likelihood that cash flow on the
assets in such country's currency will be permitted to be sent outside of that
country. None of the rating agencies have been involved in the preparation of
this prospectus.

                              PLAN OF DISTRIBUTION

UNDERWRITING

     Under the terms and subject to the conditions contained in the underwriting
agreement among ME, the issuer trustee and the manager, the issuer trustee has
agreed to sell to the underwriters, for whom [*] is acting as representative,
and each underwriter severally has agreed to purchase from the issuer trustee
the following respective principal amounts of the Class A1 notes:

                                               PRINCIPAL
                                              BALANCE OF
                                               CLASS A1
                                                 NOTES
UNDERWRITER                                      (US$)
-----------                                  ---------------
Deutsche Bank Securities Inc......                $[*]
SG Americas Securities, LLC.......                $[*]
[*]                                               $[*]
[*]                                               $[*]
                                                  ----
Total.............................                $[*]
                                                  ====

     The underwriting agreement provides that the underwriters are obligated to
purchase all of the Class A1 notes if any are purchased. The underwriting
agreement also provides that if any underwriter defaults, the purchase
commitments of the non-defaulting underwriters may be increased or the offering
may be terminated.

                                      155


     The underwriters propose to offer the Class A1 notes initially at the
public offering prices on the cover page of this prospectus and to selling group
members, at the price less a selling concession of [*]% of the principal balance
per note. The underwriters and selling group members may reallow a discount of
[*]% of the principal balance per note on sale to other broker/dealers. After
the initial public offering, the representative may change the offering price
and concessions and discounts to broker/dealers.

     ME estimates that the out-of-pocket expenses for this offering will be
approximately US$[*]. Certain of these expenses will be reimbursed by the
underwriters on the closing date.

     The notes are a new issue of securities with no established trading market.
One or more of the underwriters intends to make a secondary market for the
notes. However, they are not obligated to do so and may discontinue making a
secondary market for the notes at any time without notice. No assurance can be
given as to how liquid the trading market for the notes will be.

     The underwriters do not expect discretionary sales by them to exceed 5% of
the principal balance of the Class A1 notes being offered.

     ME and the manager have agreed to indemnify the underwriters against civil
liabilities under the Securities Act, or contribute to payments which the
underwriters may be required to make in that respect.

     The representative, on behalf of the underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act.

     o    Over-allotment involves syndicate sales in excess of the offering
          size, which creates a syndicate short position;

     o    Stabilizing transactions permit bids to purchase the underlying
          security so long as the stabilizing bids do not exceed a specified
          maximum;

     o    Syndicate covering transactions involve purchases of the Class A1
          notes in the open market after the distribution has been completed in
          order to cover syndicate short positions;

     o    Penalty bids permit the underwriters to reclaim a selling concession
          from a syndicate member when the Class A1 notes originally sold by
          such a broker/dealer member are purchased in a syndicate or covering
          transaction to cover syndicate short positions.

Stabilizing transactions, syndicate covering transactions and penalty bids may
cause the price of the Class A1 notes to be higher than it would otherwise be in
the absence of these transactions. These transactions, if commenced, may be
discontinued at any time.

     In the ordinary course of its business, some of the underwriters and some
of their affiliates have in the past and may in the future engage in commercial
and investment banking activities with ME and its affiliates.

                                      156


OFFERING RESTRICTIONS

THE UNITED KINGDOM

     Each underwriter has severally represented and agreed with the issuer
trustee that:

     o    it has only communicated or caused to be communicated and will only
          communicate or cause to be communicated any invitation or inducement
          to engage in investment activity (within the meaning of Section 21 of
          the FSMA) received by it in connection with the issue or sale of any
          Class A1 notes in circumstances in which Section 21(1) of the FSMA
          does not apply to the issuer trustee; and

     o    it has complied and will comply with all applicable provisions of the
          FSMA with respect to anything done by it in relation to any Class A1
          notes in, from or otherwise involving the United Kingdom.

AUSTRALIA

     No offering circular, prospectus or other disclosure document in relation
to any notes has been lodged with the Australian Securities and Investments
Commission or the Australian Stock Exchange Limited. The notes may not, in
connection with their initial distribution, be offered or sold, directly or
indirectly, in the Commonwealth of Australia, its territories or possessions, or
to any resident of Australia. Each underwriter has severally represented and
agreed that it:

     o    has not, directly or indirectly, offered for issue or sale or invited
          applications for the issue of or for offers to purchase nor has it
          sold, the Class A1 notes;

     o    will not, directly or indirectly, offer for issue or sale or invited
          applications for the issue of or for offers to purchase nor will it
          sell the Class A1 notes; and

     o    has not distributed and will not distribute any draft, preliminary or
          definitive prospectus, or any advertisement or other offering
          material,

in Australia, its territories or possessions:

     o    unless the amount payable for the Class A1 notes on acceptance of the
          offer by each offeree or invitee is a minimum amount of A$500,000 (or
          its equivalent in another currency) (disregarding amounts, if any,
          lent by ME Portfolio Management Limited or other person offering the
          notes or any associate of them) or the offer or invitation is
          otherwise an offer or invitation for which no disclosure is required
          to be made under Part 6D.2 of the Corporations Act 2001 (Cth) and the
          Corporations Regulations made under the Corporations Act 2001 (Cth);

     o    unless the offer, invitation or distribution complies with all
          applicable laws, regulations and directives in relation to the offer,
          invitation or distribution and does not require any document to be
          lodged with the Australian Securities and Investments Commission; and



                                      157


     o    if its employees involved in the offer, sale or distribution, as the
          case may be, are actually aware at the time of such offer, sale or
          distribution that the Class A1 notes will subsequently be acquired by
          an associate of ME Portfolio Management Limited (which shall also
          include for this purpose the issuer trustee and associates of the
          issuer trustee) within the meaning of section 128F of the Income Tax
          Assessment Act (other than in the capacity of a dealer, manager or
          underwriter in relation to a placement of the Class A1 notes) as
          identified on a list provided by ME Portfolio Management Limited, the
          ("List").

     In addition, each underwriter has agreed that, in connection with the
primary distribution of the Class A1 notes, it will not sell any Class A1 notes
to any person if, at the time of such sale, the employees of the underwriter
aware of, or involved in, the sale knows, or has reasonable grounds to suspect
that, as a result of such sale, such Class A1 notes or any interest in such
Class A1 notes were being, or would later be acquired (directly or indirectly)
by an associate of ME Portfolio Management Limited for the purposes of section
128F of the Income Tax Assessment Act.

     Each underwriter has agreed that it must offer the Class A1 notes for which
it subscribes for sale within 30 days of the issue of those Class A1 notes. Such
offer must only be by one of the following means (or a combination thereof):

     o    as a result of negotiations being initiated by the underwriter in
          electronic form specifying in such offer the name of the issuer and
          the price at which the Class A1 notes are offered for sale; or

     o    by the underwriter offering those Class A1 notes for sale to at least
          10 persons, each, an ("Investor"), each of whom must be:

          o    carrying on a business of providing finance, or investing or
               dealing in securities, in the course of operating in the
               financial markets; and

          o    not known or suspected to be an associate (within the meaning of
               section 128F of the Income Tax Assessment Act) of any of the
               others; or

     o    to at least 100 persons who it would be reasonable to regard as either
          having acquired instruments similar to the Class A1 notes in the past
          or as likely to be interested in acquiring Class A1 notes.

SINGAPORE

     Each underwriter must not distribute or circulate, whether directly or
indirectly, the prospectus in Singapore other than to:

     o    persons in Singapore under circumstances in which any offer or
          invitation to subscribe for or purchase, or sale of, Class A1 Notes
          does not constitute an offer, invitation or sale to the public in
          Singapore; or

                                      158


     o    the public (including any person selected by reference to him being a
          member of the public, or any section of the public whether by
          selection as customers or in any other manner) or any person in
          Singapore pursuant to, and in accordance with the conditions of, an
          exemption within the ambit of Subdivision (4) of Division 1 to Part
          XIII of the Securities and Futures Act (Chapter 289) of Singapore to
          whom any Class A1 Notes may be offered or sold under such exemption.

HONG KONG

     Each underwriter has represented and agreed that:

     o    it has not offered or sold and will not offer or sell in Hong Kong, by
          means of any document, any Notes other than to persons whose ordinary
          business is to buy or sell shares or debentures, whether as principal
          or agent, or in circumstances which do not constitute an offer to the
          public within the meaning of the Companies Ordinance (Cap. 32) of Hong
          Kong; and

     o    it has not issued and will not issue any advertisement, invitation or
          document relating to the Notes, whether in Hong Kong or elsewhere,
          which is directed at, or the contents of which are likely to be
          accessed or read by, the public in Hong Kong (except if permitted to
          do so under the securities laws of Hong Kong) other than with respect
          to Notes which are or are intended to be disposed of only to persons
          outside Hong Kong or only to "professional investors" within the
          meaning of the Securities and Futures Ordinance (Cap. 571) of Hong
          Kong and any rules made thereunder.

REPUBLIC OF IRELAND

     Each underwriter has agreed that:

     o    to the extent applicable, it will not underwrite the issue of the
          Class A1 notes otherwise than in conformity with the provisions of the
          Irish Investment Intermediaries Act, 1995 (as amended), including,
          without limitation, Sections 9, 23 (including any advertising
          restrictions made thereunder) and 50 and any conduct of business rules
          made under Section 37.

SPAIN

     Each underwriter has acknowledged that the Class A1 notes may not be
offered, sold or distributed in the Kingdom of Spain save in accordance with the
requirements of the Spanish Securities Market Law of July 28, 1988 (Ley 24/1988,
de 28 de julio, del Mercado de Valores) as amended and restated, and Royal
Decree 291/1992 on Issues and Public Offerings for the Sale of Securities (Real
Decreto 291/1992, de 27 de marzo, sobre Emisiones y Ofertas Publicas de Venta de
Valores (as amended and restated and the decrees and regulations made
thereunder). The Class A1 notes may not be offered, sold or distributed in Spain
except in circumstances which do not constitute a public offer of securities in
Spain within the meaning of Spanish securities laws and regulations.

                                      159


     Neither the Class A1 notes nor this prospectus have been verified or
registered in the administrative registries of the Spanish Securities Markets
commission (Comision Nacional del Mercado de Valores).

REPUBLIC OF ITALY

     The offering of the Class A1 notes has not been registered pursuant to
Italian securities legislation and, accordingly, each underwriter has
represented and agreed that no action has or will be taken by it which would
allow an offering (or a "sollecitazione all'investimento") of the Class A1 notes
to the public in the Republic of Italy, and that sale of the Class A1 notes to
any persons in the Republic of Italy shall be effected in accordance with
Italian securities, tax and other applicable laws and regulations.

     Each underwriter has represented that it has not offered, sold or delivered
and will not offer, sell or deliver any of the Class A1 notes or distribute or
make available any of the Class A1 notes or copies of this prospectus or any
other offering material relating to the Class A1 notes in the Republic of Italy
except:

     o    to professional investors (operatori qualificati), as defined in
          Article 31, second paragraph of Regulation No. 11522 of July 1, 1998
          issued by the Commissione Nazionale per le Societa e la Borsa
          ("CONSOB"), as amended and integrated from time to time;

     o    in circumstances which are exempted from the rules on solicitation of
          investments pursuant to Article 100 of Legislative Decree No. 58 of
          February 24, 1998 (the "Financial Services Act") and Article 33, first
          paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended
          and integrated from time to time; or

     o    to an Italian resident who submits outside the Italian territory an
          unsolicited offer to purchase such Class A1 notes.

     Any offer, sale or delivery of the Class A1 notes or distribution of copies
of this prospectus or any other document relating to any of the Class A1 notes
in Italy under the first or second bullet points above must be:

     o    made by an investment firm, bank or financial intermediary permitted
          to conduct such activities in the republic of Italy in accordance with
          the Financial Services Act and Legislative Decree No. 385 of September
          1, 1993, (the "Banking Act"), as amended;

     o    in compliance with Article 129 of the Banking Act and the implementing
          guidelines of the Bank of Italy pursuant to which the issue or the
          offer of securities in Italy may need to be preceded and followed by
          an appropriate notice to be filed with the Bank of Italy depending,
          inter alia, on the aggregate value of the securities issued or offered
          in Italy and their characteristics; and

     o    in compliance with any other application notification, requirement or
          limitation which may be imposed by CONSOB or the Bank of Italy.



                                      160


AUTHORIZATION

     The issuer trustee has obtained all necessary consents, approvals and
authorizations in connection with the issue and performance of the Class A
notes. The issue of the Class A notes has been authorized by the resolutions of
the board of directors of Perpetual Trustees Australia Limited.

LITIGATION

     The issuer trustee is not, and has not been, involved in any litigation or
arbitration proceedings that may have, or have had during the twelve months
preceding the date of this prospectus, a significant effect on its financial
position nor, so far as it is aware, are any such litigation or arbitration
proceedings pending or threatened.

EUROCLEAR AND CLEARSTREAM, LUXEMBOURG

     The Class A1 notes have been accepted for clearance through Euroclear and
Clearstream, Luxembourg with CUSIP number [*], ISIN US [*] and Common Code [*].

                                  ANNOUNCEMENT

     By distributing or arranging for the distribution of this prospectus to the
underwriters and the persons to whom this prospectus is distributed, the issuer
trustee announces to the underwriters and each such person that:

     o    the Class A1 notes will initially be issued in the form of book-entry
          notes and will be held by Cede & Co., as nominee of DTC;

     o    in connection with the issue, DTC will confer rights in the Class A1
          notes to the noteholders and will record the existence of those
          rights; and

     o    as a result of the issue of the Class A1 notes in this manner, these
          rights will be created.

                                  LEGAL MATTERS

     Mayer, Brown, Rowe & Maw LLP, New York, New York, will pass upon some legal
matters with respect to the Class A1 notes, including the material U.S. federal
income tax matters, for Members Equity Bank Pty Limited and ME Portfolio
Management Limited. Freehills will pass upon some Australian legal matters, and
Greenwood & Freehills Pty Limited will pass upon the material Australian tax
matters, with respect to the Class A1 notes for Members Equity Bank Pty Limited
and ME Portfolio Management Limited. Henry Davis York will pass upon some
Australian legal matters for the issuer trustee and the security trustee.
Certain legal matters with respect to the Class A1 notes will be passed upon for
the underwriters by McKee Nelson LLP, New York, New York in its capacity as
United States legal counsel to the underwriters.


                                      161


                                    GLOSSARY

A$ CLASS A INTEREST
AMOUNT.................   means, for any payment date, the aggregate sum of the
                          amount for each Class A note, in Australian dollars,
                          which is calculated for each Class A note:

                          o on a daily basis at the applicable rate set out in
                            the applicable currency swap relating to such Class
                            A notes, which shall be AUD-BBR-BBSW, as defined in
                            the Definitions of the International Swaps and
                            Derivatives Association, Inc., as of 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 the first
                            Interest Period), plus a margin;

                          o on the related A$ Equivalent of the aggregate of the
                            Invested Amount of such Class A notes as of the
                            first day of the Interest Period ending on, but
                            excluding, that payment date; and

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

                          See "Description of the Class A1 Notes--Interest on
                          the Notes--Calculation of Interest Payable on the
                          Notes"

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 rate of exchange set forth in
                          the US$ currency swap for the exchange of United
                          States dollars for Australian dollars; and (b) in
                          relation to an amount denominated or to be denominated
                          in Euros, the amount converted to and denominated in
                          A$ at the rate of exchange set forth in the Euro
                          currency swap for the exchange of Euros for Australian
                          dollars.

AGREED PROCEDURES......   means the practices and procedures relating to the
                          origination, management and servicing of housing loans
                          from to time agreed between MEPM and Perpetual
                          Trustees Australia Limited. Such Agreed Procedures may
                          not be amended unless each rating agency has confirmed
                          that it will not withdraw or downgrade any credit
                          rating assigned by it to the notes as a result as such
                          amendment.



                                       G-1


APPROVED BANK..........   means:

                          o a bank which has a short-term rating of at least P-1
                            from Moody's, and A-1+ from Standard & Poor's; or

                          o a bank which has a short-term rating of at least A-1
                            from Standard & Poor's, provided, that assets of the
                            fund invested in the deposits of that bank are
                            collectible within 30 days of being made, and the
                            total value of deposits held by the bank in relation
                            to a trust does not exceed twenty percent of the sum
                            of the aggregate of the Outstanding Principal
                            Balance of the notes.

APPROVED MORTGAGE
INSURANCE POLICY.......   means the mortgage insurance policy maintained by
                          Perpetual Trustees Australia Limited to cover certain
                          losses incurred in connection with mortgages
                          originated in accordance with the mortgage origination
                          and management agreement.

APPROVED SOLICITOR.....   means a solicitor or other person approved to act for
                          Perpetual Trustees Australia Limited in relation to
                          settling mortgages as contemplated by the mortgage
                          origination and management agreement.

APPROVED VALUER........   means a person approved to act for Perpetual Trustees
                          Australia Limited in valuing properties which are the
                          subject of any mortgage.

AUTHORIZED INVESTMENTS..  consist of the following:

                          o housing loans secured by registered mortgages over
                            land;

                          o cash on hand or at an Approved Bank;

                          o bonds, debentures, stock or treasury bills of any
                            government of an Australian jurisdiction;

                          o debentures or stock of any public statutory
                            body constituted under the law of any Australian
                            jurisdiction where the repayment of the principal is
                            secured and the interest payable on the security is
                            guaranteed by the government of an Australian
                            jurisdiction;

                                      G-2


                          o notes or other securities of any government of an
                            Australian jurisdiction;

                          o deposits with, or certificates of deposit, whether
                            negotiable, convertible or otherwise, of, an
                            Approved Bank;

                          o bills of exchange which at the time of acquisition
                            have a remaining term to maturity of not more than
                            200 days, accepted or endorsed by an Approved Bank;

                          o securities which are "mortgage-backed securities"
                            within the meaning of the Duties Act, 1997 of New
                            South Wales or the Duties Act 2000, of Victoria
                            whether or not there is any instrument in respect
                            thereof; and

                          o any other assets of a class of assets that are both:

                            o within the definition of a "prescribed property"
                              in the Duties Act, 1997 of New South Wales, and

                            o declared by order of the Governor in Council of
                              Victoria and published in the Victorian Government
                              Gazette to be assets in a pool of mortgages for
                              the Duties Act 2000 of Victoria or are otherwise
                              included within sub-paragraph (b)(ii) of the
                              definition of "pool of mortgages" of that act.

                          As used in this definition, expressions will be
                          construed and, if necessary, read down so that the
                          notes in relation to the fund constitute
                          "mortgage-backed securities" for the purposes of both
                          the Duties Act, 1997 of New South Wales and the Duties
                          Act 2000, of Victoria.

                          Each investment must be of a type which does not
                          adversely affect the 50% risk weighting expected to be
                          attributed to the notes by the Bank of England.

BANKING DAY............   (a) in relation to the note trust deed, any Class A
                          note (including any condition) and any payment of US$
                          or Euros under a currency swap and the definition of
                          Cut-Off, any day, other than a Saturday, Sunday or
                          public holiday on which banks are open for business in
                          Melbourne, Sydney, London and New


                                      G-3


                          York and on which the Trans-European Automated
                          Real-Time Gross-Settlement Express Transfer (TARGET)
                          System or any successor to it is open (a "TARGET
                          Settlement Day"); and (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 a.m. 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. 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
                          authorized to quote rates on the Reuters Screen page
                          BBSW at or about 10:10 a.m. (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. 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.

BENEFIT PLAN...........   means a pension, profit-sharing or other employee
                          benefit plan, as well as individual retirement
                          accounts, Keogh Plans and other "plans" subject to
                          Section 4975 of the Code, and entities that hold plan
                          assets of such plans or accounts.

CALCULATION PERIOD.....   See page [75].

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 as described in this prospectus.



                                      G-4

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 as described in this prospectus.

CARRY OVER REDRAW
CHARGE OFF.............   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 as described in this
                          prospectus.

CARRY OVER TOP-UP
CHARGE OFF.............   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 as described in this
                          prospectus.

CLASS A CHARGE OFFS....   means, in relation to a Class A note, the amount of
                          any reduction in the Outstanding Principal Balance of
                          that note as described under "Description of the Class
                          A1 Notes--Application of Realized Losses".

CLASS B CHARGE OFFS....   means, in relation to a Class B note, the amount of
                          any reduction in the Outstanding Principal Balance of
                          that note as described under "Description of the Class
                          A1 Notes--Application of Realized Losses".

COLLATERAL SECURITY....   means, in relation to a mortgage, each guarantee,
                          indemnity or other mortgage, charge, caveat or other
                          security interest executed in favor of Perpetual
                          Trustees Australia Limited or held by Perpetual
                          Trustees Australia Limited as further security for the
                          money secured by that mortgage.


CUT-OFF................   See page [75].

ERISA..................   means the U.S. Employee Retirement Income Security Act
                          of 1974, as amended.

EURIBOR................   means, in relation to any Interest Period and any
                          Class A2 note, the rate of interest determined by the
                          calculation agent as follows:

                          o 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 Definitions of the International Swaps and
                            Derivatives Association, Inc. (ISDA) incorporating
                            the 2000 ISDA Definitions, as amended from time to
                            time (the ISDA Definitions) being the rate

                                      G-5


                            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.

                          o if such rate does not appear on the Telerate Page
                            248, the rate for that Interest Period will be
                            determined as if the issuer 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


                                      G-6


                            day of the Interest Period and in a Representative
                            Amount.

                          o 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.

EXPENSES...............   in relation to a fund means all costs, charges,
                          liabilities and expenses incurred by the issuer
                          trustee or the manager in the operation of the fund,
                          including the following:

                          o any amounts payable or incurred by the issuer
                            trustee or the manager under any enhancement or
                            hedge;

                          o any amounts (other than fees) payable by the issuer
                            trustee or the manager to a mortgage manager under
                            its corresponding mortgage origination and
                            management agreement;

                          o any amounts payable under or incurred by the issuer
                            trustee or the manager under the purchase agreement
                            or the security trust deed or otherwise in relation
                            to the issue of the notes;

                          o any fees and expenses payable to DTC, the Class A
                            note trustee, the paying agents, the Class A note
                            registrar, the calculation agents, Clearstream,
                            Luxembourg, Euroclear and any stock exchange;

                          o any fees and other amounts payable to the manager;

                          o any fees and expenses payable to the auditor;

                          o any fees and expenses charged from time to time by
                            or in relation to a securities system or any stock
                            exchange to the issuer trustee's account;

                          o any costs of postage and printing of all checks,
                            accounts, statements, notices, note registration
                            confirmations and other documents required to be
                            posted to the beneficiaries or noteholders of the



                                      G-7


                            fund;

                          o any costs of any valuation of the fund or of any
                            asset of the fund;

                          o any expenses incurred in connection with the bank
                            accounts of the issuer trustee in relation to the
                            fund and bank fees (including but not limited to
                            account keeping fees) and other bank or government
                            charges (including but not limited to bank account
                            debits tax) incurred in connection with the keeping
                            of, or the transaction of business through, the
                            internal accounts and bank accounts of the issuer
                            trustee and their management;

                          o any fees, charges and amounts which are paid or
                            payable to any person appointed or engaged by the
                            issuer trustee or the manager to the extent that the
                            fees, charges and amounts would be payable or
                            reimbursable to the issuer trustee or the manager
                            under any other provision of this definition or
                            under the master trust deed if the services
                            performed by the person so appointed or engaged had
                            been carried out directly by the issuer trustee or
                            the manager and to the extent that those fees,
                            charges and amounts are reasonable in amount and
                            properly incurred;

                          o the amount of any indemnity from the fund claimed by
                            the issuer trustee or the manager;

                          o reasonable in amount and properly incurred legal
                            costs and disbursements incurred by the manager and
                            the issuer trustee in relation to settling and
                            executing any transaction document and any
                            subsequent consent, agreement, approval, waiver or
                            amendment thereto or in relation to any matter of
                            concern to the manager or the issuer trustee in
                            relation to a transaction document or the fund
                            provided that the basis of incurring any such costs
                            and disbursements by the issuer trustee has been
                            approved in advance by the manager;

                          o any costs incurred by the manager or the issuer
                            trustee in, or in connection with, the retirement or
                            removal of the issuer trustee or the manager
                            respectively under the master trust deed and the
                            appointment of any person in substitution to the



                                      G-8


                            extent that those costs are reasonable in amount and
                            properly incurred;

                          o any amount specified as an "Expense" in any
                            transaction document;

                          o any other costs, charges, expenses, fees,
                            liabilities, taxes, imposts and other outgoings
                            properly incurred by the issuer trustee or the
                            manager in exercising their respective powers,
                            duties and obligations under the transaction
                            document (other than the notes),

                          provided that

                          o general overhead costs and expenses of the issuer
                            trustee and the manager (including, without
                            limitation, rents and any amounts payable by the
                            issuer trustee or the manager (as applicable) to its
                            employees in connection with their employment)
                            incurred directly or indirectly in connection with
                            the business of the issuer trustee or the manager
                            (as applicable) or in the exercise of its rights,
                            powers and discretions or the performance of its
                            duties and obligations in relation to the fund; and

                          o any fees payable by the manager under the management
                            support deed,

                          shall not constitute Expenses.

EXTRAORDINARY
RESOLUTION...........     means a resolution passed at a duly convened meeting
                          of Voting Secured Creditors by a majority consisting
                          of not less than 75% of the votes cast thereat or a
                          resolution in writing by all Voting Secured Creditors.

FINANCIAL DEFAULT....     means any failure by the issuer trustee:

                          o to pay within 10 Banking Days of the due date:

                            o the issuer trustee's fee;

                            o any amount payable under any hedge or enhancement;

                            o any amount of interest or principal due on the
                              notes;

                                      G-9


                            o the manager's fee.

INSOLVENCY EVENT.....     means with respect to any person (and, in the case of
                          the issuer trustee, excluding in its personal
                          capacity) the happening of the following events:

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

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

                          o the person is otherwise wound up or dissolved or
                            made bankrupt;

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

                          o the person suspends payment of its debts generally;

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

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

                          o the person ceases or threatens to cease, to carry on
                            business;

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

                                      G-10


                          o the person is, or becomes, or under the Corporations
                            Act is presumed to be, insolvent;

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

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

INTEREST COLLECTIONS..    See page [77].

INTEREST COLLECTIONS
WATERFALL.............    See page [78].

INTEREST PERIOD......     See page [75].

INVESTED AMOUNT......     means at any time in relation to a note, an amount
                          equal to

                          o the initial Outstanding Principal Balance of the
                            note; minus

                          o all repayments of principal made in relation to the
                            note.

ISSUER TRUSTEE'S
DEFAULT...............    means the issuer trustee, breaches any obligation or
                          duty imposed on the issuer trustee under any
                          transaction document in relation to the fund and the
                          issuer trustee fails or neglects after 10 days' notice
                          from the manager to remedy that breach.

LIBOR.................    means, in relation to any Interest Period and any
                          Class A1 note, the rate of interest determined by the
                          calculation agent as follows:

                          o 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 the first Interest
                            Period) deposits in United States Dollars which
                            appears on the Telerate Page 3750 as of 11:00 a.m.,
                            London time, determined on the Interest
                            Determination Date by the calculation agent.

                                      G-11


                          o if such rate does not appear on the Telerate Page
                            3750, the rate for that Interest Period will be
                            determined as if the issuer 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 a.m., 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 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 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 a.m., 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 the first
                            Interest Period) commencing on the first day of the
                            Interest Period and in a Representative Amount.

                          o 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



                                      G-12


                          which commercial banks are open for business
                          (including dealings in foreign exchange and foreign
                          currency deposits) in London.

LTV..................     means in relation to a housing loan, the Outstanding
                          Principal Balance of the loan, divided by the most
                          recent market valuation held at the closing cut-off of
                          the land secured by the mortgage securing that loan or
                          the most recent valuation as set forth under
                          "Superannuation Members' Home Loans Residential Loan
                          Program--Valuation of Mortgages".

MANAGER'S DEFAULT....     means the manager breaches any obligation or duty
                          imposed on the manager under the master trust deed,
                          any other transaction document or any other deed,
                          agreement or arrangement entered into by the manager
                          under the master trust deed in relation to the fund or
                          any representation given by the manager in any
                          transaction document in relation to the fund is or
                          becomes not true, and the breach is not remedied
                          within 30 days' notice being given by the issuer
                          trustee to the manager

MATERIAL ADVERSE
EFFECT................    means an event which will materially and adversely
                          affect the amount or the timing of a payment to a
                          noteholder.

MORTGAGE DOCUMENT.....    means in relation to a mortgage:

                          o that mortgage;

                          o each Secured Agreement relating to that mortgage;

                          o each Collateral Security relating to that mortgage;

                          o each Property Insurance relating to that mortgage;

                          o each enhancement, to the extent it relates to that
                            mortgage;

                          o each hedge, to the extent it relates to that
                            mortgage;

                          o each mortgage insurance policy;

                          o any other document or agreement which is agreed
                            between Perpetual Trustees Australia Limited and/or
                            the manager and the mortgage manager to be a
                            Mortgage Document for the purposes of the mortgage
                            origination and management agreement.

NOTEHOLDER SECURED
CREDITORS............     means the Class B noteholders and the note trustee,
                          acting on


                                      G-13


                          behalf of the Class A noteholders.

ORIGINAL PRINCIPAL
BALANCE..............     means in relation to a note, the initial face value of
                          that note.

OUTSTANDING PRINCIPAL
 BALANCE.............     o means at any time in relation to a note an amount
                            equal to:

                            o the initial Outstanding Principal Balance of the
                              note; minus

                            o all repayments of principal made in relation to
                              that note; minus

                            o 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

                            o amounts applied or available to be applied under
                              the Interest Collections Waterfall to reinstate
                              those Carry Over Class A Charge Offs or the Carry
                              Over Class B Charge Offs (if any and as the case
                              requires) for the note,

                          o means at any time in relation to a housing loan, the
                            then outstanding principal under the housing loan
                            which includes any redraws or top-up loans made
                            prior to the time of such determination.








                                      G-14


PRINCIPAL COLLECTIONS..   See page [81].

PRINCIPAL COLLECTIONS
WATERFALL..............   See page [82].

PROPERTY INSURANCE.....   means, in relation to a mortgage, all insurance
                          policies which a mortgagor maintains, or is required
                          to maintain under that mortgage.

REALIZED LOSS..........   See page [85].

REDRAW CHARGE OFF......   means, in relation to a redraw funding facility, the
                          amount of reduction of the Redraw Principal
                          Outstanding as described under "Description of the
                          Class A1 Notes--Application of Realized Losses".

REDRAW PRINCIPAL
OUTSTANDING.............  means at any time in respect of a redraw funding
                          facility, an amount equal to:

                          o all principal drawings under the redraw funding
                            facility which have been used to fund a payment of
                            principal under a loan redraw facility; minus

                          o all repayments of principal in respect of such
                            principal drawings; minus

                          o the Carry Over Redraw Charge Offs (if any and as the
                            case requires) for the redraw funding facility; plus

                          o amounts applied or available to be applied under the
                            Interest Collections Waterfall to repay the redraw
                            principal outstanding under the redraw funding
                            facility.

REQUIRED CASH
COLLATERAL.............   means, on a payment date, an amount equal to the
                          higher of:

                          o 0.25% of the aggregate Outstanding Principal Balance
                            of the housing loans secured by the mortgage or such
                            other amount as the manager and designated rating
                            agencies agree from time to time; and

                          o 0.03% of the total original Outstanding Principal
                            Balance of the notes or such other amount as the
                            manager and the designated rating agencies agree
                            from time to time,


                                      G-15



                          in each case disregarding payments and allocation of
                          Realized Losses in respect of the Outstanding
                          Principal Balance to be made on that payment date in
                          accordance with the supplementary bond terms notice
                          and the Interest Collections Waterfall and the
                          Principal Collections Waterfall.


SECURED AGREEMENT......   means, in relation to a mortgage, any document or
                          agreement under which any money secured by that
                          mortgage is or may become outstanding.

SECURED CREDITOR.......   See page [115].

SECURED MONEYS.........   means, all money which the issuer trustee is or at any
                          time may become actually or contingently liable to pay
                          to or for the account of any Secured Creditor for any
                          reason whatever under or in connection with a
                          transaction document.

SOLICITOR'S CERTIFICATE   means, in relation to a mortgage, a certificate from
                          an Approved Solicitor addressed to Perpetual Trustees
                          Australia Limited and the manager as to certain
                          matters relating to the origination of that mortgage
                          and the property which is the subject of the mortgage.

SUSPENDED MONEYS.......   See page [44].

SUSPENSION DATE........   means, the date which is 120 days after the giving of
                          a bond issue confirmation certificate.

TERMINATION DATE.......   in relation to the fund means the earliest of the
                          following dates in relation to the fund

                          o the eightieth anniversary of the master trust deed;

                          o the date upon which the fund terminates by operation
                            or statute or by the application of general
                            principals of law;

                          o the Banking Day immediately following the date upon
                            which the issuer trustee pays in full all moneys due
                            or which may become due, whether contingently or
                            otherwise, to the noteholders in respect of the
                            notes and the issuer trustee agrees that no further
                            notes are proposed to be issued by the issuer
                            trustee in relation to the fund; or

                          o if a Financial Default occurs before the notes are



                                      G-16


                            paid in full, the date appointed by the Noteholder
                            Secured Creditors as the Termination Date pursuant
                            to the master trust deed.

TOP-UP CHARGE OFF......   means, in relation to a top-up funding facility, the
                          amount of reduction of the Top-up Principal
                          Outstanding as described under "Description of the
                          Class A1 Notes--Application of Realized Losses".

TOP-UP PRINCIPAL
OUTSTANDING.............  means, at any time in respect of a top-up funding
                          facility, an amount equal to:

                          o all principal drawings under the top-up funding
                            facility which have been used to fund a payment of
                            principal under a top up loan; minus

                          o all repayments of principal in respect of such
                            principal drawings; minus

                          o the Carry Over Top-up Charge Offs (if any and as the
                            case requires) for the top-up funding facility; plus

                          o amounts applied or available to be applied under the
                            Interest Collections Waterfall to repay the top-up
                            principal outstanding under the top-up funding
                            facility.

UCCC...................   means the Consumer Credit (Queensland) Code and the
                          equivalent legislation in each other state and
                          territory in Australia.

UNPAID BALANCE.........   means at any time an amount equal to:

                          o the aggregate initial Outstanding Principal Balance
                            of the housing loans; minus

                          o all repayments of principal in respect of such
                            housing loans which have not been redrawn.

VALUATION..............   means, in relation to a mortgage, a valuation of the
                          property which is the subject of that mortgage,
                          prepared by an Approved Valuer.

VOTING SECURED
CREDITORS..............   means:

                          o with respect to enforcement of the security trust
                            deed, for so long as the Secured Moneys of the

                                      G-17


                            Noteholder Secured Creditors are 75% or more of the
                            total Secured Moneys calculated and expressed in the
                            A$ Equivalent, the Noteholder Secured Creditors
                            alone;

                          o at any other time

                          o the Class A note trustee, or, if the Class A note
                            trustee fails to act on behalf of the Class A
                            noteholders within a reasonable time and such
                            failure is continuing, the Class A noteholders to
                            the extent permitted by Australian law; and

                          o each other Secured Creditor (other than a Class A
                            noteholder).









                                      G-18


















                      (THIS PAGE INTENTIONALLY LEFT BLANK.)



















                      (THIS PAGE INTENTIONALLY LEFT BLANK.)






                             SMHL GLOBAL FUND NO. 8

                    [SUPER MEMBERS HOME LOANS LOGO OMITTED]





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

     The following table sets forth the estimated expenses in connection with
the issuance and distribution of the notes being registered under this
registration statement, other than underwriting discounts and commissions:

SEC Registration Fee..............         $ 117.70
Printing and Engraving............         $     **
Legal Fees and Expenses...........         $     **
Trustee Fees and Expenses.........         $     **
Rating Agency Fees................         $     **
Accounting Fees & Expenses........         $     **
Miscellaneous.....................         $     **
                                           --------
         Total....................         $
                                           ========

*    All amounts except the SEC Registration Fee are estimates of expenses
     incurred in connection with the issuance and distribution of the Notes.


ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES.

     The following information relates to securities of the registrant issued or
sold by the registrant, or for which it has acted as trust manager with respect
to, that were not registered under the Securities Act:

     1.   The registrant was incorporated on January 27, 1982. 100,000 fully
          paid shares of A$1.00 each were allotted to Members Equity Bank Pty
          Limited (formerly known as Members Equity Pty Limited) on February 29,
          1996.

     2.   The registrant acted as manager with respect to the following:



                                      II-1




<TABLE>

----------------- --------------------- --------------------- -------------------- --------------------- -------------------
                      SMHL GLOBAL           SMHL GLOBAL           SMHL GLOBAL          SMHL GLOBAL          SMHL GLOBAL
                       FUND NO. 2            FUND NO. 3           FUND NO. 4            FUND NO. 5           FUND NO. 6

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

DATE              June 15, 2001         October 24, 2002      May 1, 2003          November 21, 2003     April 14, 2004
----------------- --------------------- --------------------- -------------------- --------------------- -------------------
AMOUNT            US$582,100,000        US$1,400,000,000      US$1,000,000,000     US$750,000,000        US$1,000,000,000
                  A$17,500,000          A$33,700,000          A$30,000,000         A$20,700,000          A$26,600,000

----------------- --------------------- --------------------- -------------------- --------------------- -------------------
TYPE              Mortgage Backed       Mortgage Backed       Mortgage Backed      Mortgage Backed       Mortgage Backed
                  Floating Rate Notes   Floating Rate Notes   Floating Rate Notes  Floating Rate Notes   Floating Rate
                                                                                                         Notes

----------------- --------------------- --------------------- -------------------- --------------------- -------------------
                  Class A-1 Notes       Class A Notes         Class A Notes        Class A Notes         Class A Notes
                  US$220,000,000        US$1,400,000,000      US$1,000,000,000     US$750,000,000        US$1,000,000,000
                  Class A-2 Notes       Class B Notes         Class B Notes        Class B Notes         Class B Notes
                  US$362,100,000        A$33,700,000          A$30,000,000         A$20,700,000          A$26,600,000
                  Class B Notes
                  A$17,500,000



----------------- --------------------- --------------------- -------------------- --------------------- -------------------
EXEMPTION         Class A-1 and Class   Class A Notes were    Class A Notes were   Class A Notes were    Class A Notes
FROM              A-2 were privately    registered in USA;    registered in USA;   registered in USA;    were registered
REGISTRATION      placed pursuant to    Class B Notes were    Class B Notes were   Class B Notes were    in USA; Class B
                  exemptions from       offered in Asia,      offered in Asia,     offered in Asia,      Notes were
                  registration          Australia, the        Australia, the       Australia, the        offered in Asia,
                  provided by Rule      United Kingdom and    United Kingdom and   United Kingdom and    Australia, the
                  144A under the        Europe, not offered   Europe, not          Europe, not offered   United Kingdom
                  Securities Act of     in the USA.           offered in the USA.  in the USA.           and Europe, not
                  1933 and Regulation                                                                    offered in the
                  S under the                                                                            USA.
                  Securities Act
                  of 1933;
                  Class B were 100%
                  domestic issue, not
                  offered in the USA.
----------------- --------------------- --------------------- -------------------- --------------------- -------------------
PRINCIPAL         Credit Suisse First   Credit Suisse First   Credit Suisse        Credit Suisse First   Credit Suisse
UNDERWRITERS      Boston Corporation,   Boston Corporation    First Boston         Boston                First Boston
                  Deutsche Banc Alex.   Deutsche Bank         Deutsche Bank        Deutsche Bank         Deutsche Bank
                  Brown and             Securities Inc.       Securities Inc.      Securities Inc.       Securities Inc.
                  UBS Warburg           National Australia    Citigroup Global     Citigroup Global      Citigroup Global
                                        Bank, Hong Kong       Markets Inc.         Markets Inc.          Markets Inc.
                                        Branch                UBS Warburg LLC
                                        Salomon Smith
                                        Barney Inc.

----------------- --------------------- --------------------- -------------------- --------------------- -------------------
UNDERWRITING FEES US$873,150 for        US$1,960,000 for      US$1,400,000 for     US$1,050,000 for      US$1,400,000 for
                  Class A-1 and Class   Class A and           Class A Notes and    Class A Notes and     Class A Notes and
                  A-2 Notes and         A$47,180 for Class    A$46,200 for Class   A$28,890 for Class    A$36,575 for
                  A$21,000 for Class    B Notes               B Notes              B Notes               Class B Notes
                  B Notes

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


----------------- -------------------- ------------------- -------------------
                      SMHL GLOBAL             SMHL                SMHL
                      FUND NO. 7         SECURITIZATION      SECURITIZATION
                                          FUND NO. 10         FUND NO. 11
----------------- -------------------- ------------------- -------------------

DATE              September 16, 2004   December 6, 2001    September 27, 2002
----------------- -------------------- ------------------- -------------------
AMOUNT            US$750,000,000       A$500,000,000       A$2,226,000,000
                  (euro)500,000,000
                  A$35,100,000
----------------- -------------------- ------------------- -------------------
TYPE              Mortgage Backed      Mortgage Backed     Mortgage Backed
                  Floating Rate Notes  Floating Rate and   Floating Rate
                                       Fixed Rate Notes    Notes issuable
                                                           from time to time
----------------- -------------------- ------------------- -------------------
                  Class A1 Notes       Class A1-1 Notes    Class A Notes
                  US$750,000,000       A$275,000,000       A$2,199,200,000
                  Class A-2 Notes      Class A2 Notes      Class B Notes
                  (euro)500,000,000         A$217,750,000       A$26,800,000
                  Class B Notes        Class B Notes
                  A$35,100,000         A$7,250,000



----------------- -------------------- ------------------- -------------------
EXEMPTION         Class A1 Notes       Class A and Class   Class A and Class
FROM              were registered in   B Notes were 100%   B Notes were 100%
REGISTRATION      USA; Class A2        domestic issue,     domestic issue,
                  Notes were exempt    not offered in      not offered in
                  from registration    the USA.            the USA.
                  pursuant to
                  Regulation S under
                  the Securities Act
                  of 1933; Class B
                  were 100% domestic
                  issue, not offered
                  in the USA



----------------- -------------------- ------------------- -------------------
PRINCIPAL         Credit Suisse        Credit Suisse       Directly placed
UNDERWRITERS      First Boston LLC     First Boston        by registrant in
                  Deutsche Bank        Australia           Australia to
                  Securities Inc.      Securities Ltd      Australian
                  Citigroup Global                         investors only
                  Markets Inc.         Macquarie Bank
                  SG Americas          Limited
                  Securities, LLC
                                       National
                                       Australia Bank
----------------- -------------------- ------------------- -------------------
UNDERWRITING FEES US$1,050,000 for     A$600,000 for       N/A
                  Class A1 and         Class A and Class
                  EUR700,000 for       B Notes
                  Class A2 Notes and
                  A$48,262.50 for
                  Class B Notes
----------------- -------------------- ------------------- -------------------
</TABLE>


                                      II-2


<TABLE>

----------------- --------------------- --------------------- -------------------- --------------------- -------------------
                      SMHL GLOBAL           SMHL GLOBAL           SMHL GLOBAL          SMHL GLOBAL          SMHL GLOBAL
                       FUND NO. 2            FUND NO. 3           FUND NO. 4            FUND NO. 5           FUND NO. 6

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

OFFERING          Class A-1: LIBOR +    Class A: LIBOR +      Class A: LIBOR +     Class A: LIBOR +      Class A: LIBOR +
PRICE             0.090%,               0.220%,               0.220%               0.220%                0.160%
                  Class A-2: LIBOR +    Class B: BBSW +
                  0.225% and            0.550%                Class B:  BBSW +     Class B:  BBSW +      Class B:  BBSW +
                  Class B: BBSW +                             0.700%               0.850%                0.650%
                  0.550%


----------------- --------------------- --------------------- -------------------- --------------------- -------------------
WEIGHTED AVERAGE  Class A-1: 0.99       Class A: 2.796 years  Class A: 2.67 years  Class A: 2.69 years   Class A: 2.63
LIFE TO CALL      years                                                                                  years
                  Class A-2: 4.72       Class B: 5.85 years   Class B: 6.19 years  Class B: 5.97 years
                  years                                                                                  Class B: 6.07
                  Class B: 7.00 years                                                                    years

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





----------------- -------------------- ------------------- -------------------
                      SMHL GLOBAL             SMHL                SMHL
                      FUND NO. 7         SECURITIZATION      SECURITIZATION
                                          FUND NO. 10         FUND NO. 11
----------------- -------------------- ------------------- -------------------

OFFERING          Class A1: LIBOR +    Class A1-1:         Varying prices
PRICE             0.140%               5.585% and after    determined at the
                  Class A2: LIBOR +    12/15/04 BBSW +     time of sale
                  0.140%               0.650%,
                  Class B:  BBSW +     Class A2: BBSW +
                  0.55%                0.370% and
                                       Class B: BBSW +
                                       0.530%
----------------- -------------------- ------------------- -------------------
WEIGHTED AVERAGE  Class A1: 2.55       Class A1-1: 3.03    N/A
LIFE TO CALL      years                years
                  Class A2: 2.55       Class A2: 3.99
                  years                years
                  Class B: 5.98 years  Class B: 7.02
                                       years
----------------- -------------------- ------------------- -------------------
</TABLE>









                                      II-3


<TABLE>

--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
                      SMHL               SMHL              SMHL               SMHL           SMHL PRIVATE      SMHL PRIVATE
                 SECURITIZATION     SECURITIZATION    SECURITIZATION     SECURITIZATION     PLACEMENT FUND    PLACEMENT FUND
                   FUND NO. 12       FUND 2003-1        FUND 2003-2        FUND 2004-1          NO. 11            NO. 12
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------

DATE            May 27, 2003       July 17, 2003     September 12,      May 18, 2004       July 24, 2001     February 26, 2002
                                                     2003
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
AMOUNT          Up to              A$700,000,000     A$1,000,000,000    A$750,000,000      A$1,500,000,000   A$1,240,000,000
                A$3,500,000,000
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
TYPE            Mortgage Backed    Mortgage Backed   Mortgage Backed    Mortgage Backed    Mortgage Backed   Mortgage Backed
                Floating Rate      Floating Rate     Floating Rate      Floating Rate      Floating Rate     Floating Rate
                Notes issuable     Notes             Notes              and Fixed Rate     Notes issuable    Notes issuable
                from time to time                                       Notes              from time to      from time to time
                                                                                           time
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
                Class A Notes      Class A-1 Notes   Class A-1 Notes    Class A-1 Notes    Class A Notes     Class A Notes
                A$3,408,450,000    A$210,000,000     A$376,600,000      A$200,000,000      A$1,480,500,000   A$1,222,600,000
                Class B Notes      Class A-2 Notes   Class A-2 Notes    Class A-2 Notes    Class B Notes     Class B Notes
                A$36,150,000       A$477,400,000     A$368,300,000      A$436,000,000      A$19,500,000      A$17,400,000
                                   Class B Notes     Class A-3 Notes    Class A-3 Notes
                                   A$12,600,000      A$236,100,000      A$100,000,000
                                                     Class B Notes      Class B Notes
                                                     A$19,000,000       A$14,000,000
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
EXEMPTION       Class A and        Class A and       Class A and        Class A and        Class A and       Class A and
FROM            Class B Notes      Class B Notes     Class B Notes      Class B Notes      Class B Notes     Class B Notes
REGISTRATION    are 100%           were offered in   were offered in    were offered in    were 100%         are 100%
                domestic issue,    Asia,             Asia, Australia,   Asia, Australia,   domestic issue,   domestic issue,
                not offered in     Australia, the    the United         the United         not offered in    not offered in
                the USA            United Kingdom    Kingdom and        Kingdom and        the USA.          the USA.
                                   and Europe;       Europe; Class A    Europe; Class A
                                   Class A and       and Class B        and Class B
                                   Class B Notes     Notes were not     Notes were not
                                   were not          offered in the     offered in the
                                   offered in the    USA.               USA.
                                   USA.
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
PRINCIPAL       Directly placed    Credit Suisse     Credit Suisse      Credit Suisse      Directly placed   Directly placed
UNDERWRITERS    by Registrant in   First Boston      First Boston       First Boston       by Registrant     by Registrant in
AND OTHER       Australia to       Australia         Australia          Australia          in Australia to   Australia to
PURCHASERS      Australian         Securities Ltd    Securities Ltd     Securities Ltd     Australian        Australian
                investors only                                                             investors only    investors only
                                   Macquarie Bank    Macquarie Bank     Macquarie Bank
                                   Limited           Limited            Limited

                                   National          National           National
                                   Australia Bank    Australia Bank     Australia Bank

                                   Westpac Banking   Westpac Banking    Westpac Banking
                                   Corporation       Corporation        Corporation
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
UNDERWRITING    N/A                A$924,000 for     A$1,320,000 for    A$990,000 for      N/A               N/A
FEES                               Class A and B     Class A and B      Class A and B
                                   Notes             Notes              Notes
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------


--------------- ------------------ ------------------ -----------------
                SMHL WAREHOUSING         SMHL               SMHL
                  TRUST 2004-1      SECURITIZATION     SECURITIZATION
                                      FUND 2005-1       FUND 2005-2
--------------- ------------------ ------------------ -----------------

DATE            January 16, 2004   February 9, 2005   April 20, 2005

--------------- ------------------ ------------------ -----------------
AMOUNT          Up to              A$750,000,000      A$1,100,000,000
                A$5,000,000,000
--------------- ------------------ ------------------ -----------------
TYPE            Mortgage Backed    Mortgage Backed    Mortgage Backed
                Floating Rate      Floating Rate      Floating Rate
                Notes issuable     Notes issuable     Notes issuable
                from time to time  from time to time  from time to
                                                      time
--------------- ------------------ ------------------ -----------------
                Class A Notes      Class A Notes      Class A Notes
                A$2,829,850,000    A$736,500,000      A$1,882,050,000
                Class B Notes      Class B Notes      Class B Notes
                A$31,500,000       A$13,500,000       A$20,950,000




--------------- ------------------ ------------------ -----------------
EXEMPTION       Class A and        Class A and        Class A and
FROM            Class B Notes      Class B Notes      Class B Notes
REGISTRATION    are 100%           were offered in    were offered in
                domestic issue,    Asia, Australia,   Asia,
                not offered in     the United         Australia, the
                the USA.           Kingdom and        United Kingdom
                                   Europe; Class A    and Europe;
                                   and Class B        Class A and
                                   Notes were not     Class B Notes
                                   offered in the     were not
                                   USA.               offered in the
                                                      USA.
--------------- ------------------ ------------------ -----------------
PRINCIPAL       Directly placed    Westpac Banking    Macquarie Bank
UNDERWRITERS    by Registrant in   Corporation        Limited
AND OTHER       Australia to
PURCHASERS      Australian         Deutsche Bank      Credit Suisse
                investors only     AG, Sydney Branch  First Boston,
                                                      Sydney Branch
                                   Australia and
                                   New Zealand        National
                                   Banking Group      Australia Bank

                                   Macquarie Bank     Societe
                                   Limited            Generale
                                                      Australia Branch
--------------- ------------------ ------------------ -----------------
UNDERWRITING    N/A                N/A                N/A
FEES

--------------- ------------------ ------------------ -----------------
</TABLE>




                                      II-4


<TABLE>

--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
                      SMHL               SMHL              SMHL               SMHL           SMHL PRIVATE      SMHL PRIVATE
                 SECURITIZATION     SECURITIZATION    SECURITIZATION     SECURITIZATION     PLACEMENT FUND    PLACEMENT FUND
                   FUND NO. 12       FUND 2003-1        FUND 2003-2        FUND 2004-1          NO. 11            NO. 12
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------

OFFERING        Varying prices     Class A-1: BBSW   Class A-1: BBSW    Class A-1: BBSW    varying prices    varying prices
PRICE           determined at      +                 + 0.260%,          + 0.190%,          determined at     determined at
                the time of sale   0.250%,           Class A-2: BBSW    Class A-2: BBSW    the time of sale  the time of sale
                                   Class A-2: BBSW   + 0.330%,          + 0.250%,
                                   + 0.350%          Class A-3: BBSW    Class A-3:
                                   and               + 0.400% and       6.150% and after
                                   Class B: BBSW +   Class B: BBSW +    Nov. 9, 2006
                                   0.850%            0.850%             BBSW + 0.500%
                                                                        and
                                                                        Class B: BBSW +
                                                                        0.63%
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
WEIGHTED        N/A                Class A-1 :       Class A-1 : 0.91   Class A-1 : 0.5    N/A               N/A
AVERAGE LIFE TO                    0.64 years        years Class A-2    years Class A-2
CALL                               Class A-2 :       : 2.76 years       : 2.5 years
                                   3.26 years        Class A-3 : 5.57   Class A-3 : 2.5
                                   Class B : 6.04    years Class B :    years Class B :
                                   years             6.16 years         6 years
--------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------



--------------- ------------------ ------------------ -----------------
                SMHL WAREHOUSING         SMHL               SMHL
                      TRUST         SECURITIZATION     SECURITIZATION
                      2004-1          FUND 2005-1        FUND 2005-2
--------------- ------------------ ------------------ -----------------

OFFERING        varying prices     Class A: BBSW 1M   Class A: BBSW
PRICE           determined at      + 0.18%            1M + 0.17%
                the time of sale
                                   Class B: BBSW 1M   Class B: BBSW
                                   + 0.34%            1M + 0.34%






--------------- ------------------ ------------------ -----------------
WEIGHTED        N/A                Class A: 2.4       Class A: 2.42
AVERAGE LIFE TO                    years              years
CALL
                                   Class B: 6.0       Class B: 5.98
                                   years              years

--------------- ------------------ ------------------ -----------------
</TABLE>


                                      II-5



ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant to Part 31 of the Articles of Association of the registrant:

          Every officer, Auditor or agent of the Company is indemnified out of
     the property of the Company against any liabilities incurred by that person
     as an officer, Auditor or agent in defending any proceedings, whether civil
     or criminal, in which judgment is given in that person's favor or in which
     that person is acquitted or in connection with any application in relation
     to any such proceedings in which relief is granted under the Corporations
     Law to that person by the Court.

ITEM 36. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     1.1       Form of Underwriting Agreement.*
     3.1       Constitution of the Registrant.
   4.1.1       Master Trust Deed.
   4.1.2       Amending and Restating Deed to the Master Trust Deed.*
     4.2       Form of the Supplementary Bond Terms Notice.*
     4.3       Form of the Security Trust Deed.*
     4.4       Form of the Note Trust Deed.*
     5.1       Opinion of Mayer, Brown, Rowe & Maw LLP as to legality of the
               Notes.*
     8.1       Opinion of Mayer, Brown, Rowe & Maw LLP as to certain tax matters
               (included in Exhibit 5.1 hereof).*
     8.2       Opinion of Greenwoods & Freehills Pty Limited as to certain tax
               matters.*
    10.1       The Mortgage Origination and Management Agreement.
    10.2       Deed of Novation of the Mortgage Origination and Management
               Agreement.
    10.3       Deed of Amendment of the Mortgage Origination and Management
               Agreement.
    10.4       Amending Deeds of the Mortgage Origination and Management
               Agreement.*
  10.4.1       Nomination Notice - SMHL Mortgage Origination and Management
               Agreement.*
    10.5       Form of Fixed-Floating Rate Swap.*
    10.6       Management Support Deed.
  10.6.1       Amending Deed to the Management Support Deed.
    10.7       Form of Payment Funding Facility.*
    10.8       Form of the Cross Currency Swap.*
    10.9       Form of Redraw Funding Facility Agreement.*
   10.10       Form of Top-Up Funding Facility Agreement.*
    23.1       Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5.1
               hereof).*
    23.2       Consent of Greenwoods & Freehills Pty Limited (included in
               Exhibit
               8.2 hereof).*
    23.3       Consent of Freehills (included in Exhibit 99.1 hereof).*
    24.1       Power of Attorney (included on signature pages of the
               Registration Statement).
    25.1       Statement of Eligibility of Note Trustee.*
    99.1       Opinion of Freehills as to Enforceability of U.S. Judgments under
               Australian Law.*

*    To be filed by amendment.

ITEM 37. UNDERTAKINGS.

     (a)  Undertaking in respect of indemnification.

                                      II-6


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     (b)  Undertakings pursuant to Rule 430A.

     The Registrant hereby undertakes:

     1.   For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and

     2.   For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.










                                      II-7



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melbourne, Australia on the 28th day of July 2005.

                                                ME Portfolio Management Limited


                                                By: /s/ Nicholas Vamvakas
                                                Name:  Nicholas Vamvakas
                                                Title: Director (CFO)









                                      II-8













                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Warren Loui, Elizabeth Choi or Angela
Clark, or any of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and his or
her name, place and stead, in any and all capacities, to sign this Registration
Statement and any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons acting in the
following capacities for ME Portfolio Management Limited and on the dates
indicated.
<TABLE>
              SIGNATURE                                     TITLE                                 DATE


/s/ Anthony Wamsteker                         Director                                  July 28, 2005
------------------------------------
Anthony Wamsteker

/s/ Nicholas Vamvakas                         Director                                  July 28, 2005
------------------------------------          (Chief Financial Officer)
Nicholas Vamvakas                             (Principal Accounting Officer)


/s/ David Tennant                             Director                                  July 28, 2005
------------------------------------
David Tennant

</TABLE>

                                      II-9





                    SIGNATURE OF AGENT FOR SERVICE OF PROCESS

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
hereby certifies that it is the agent for service of process in the United
States of the Registrant with respect to this Registration Statement and signs
this Registration Statement solely in such capacity.

                                         CT CORPORATION SYSTEM

                                             By:    /s/ Michael J. Smith
                                             Name:      Michael J. Smith,
                                                        Asst. Secretary
                                             Address:   CT Corporation System
                                                        111 Eighth Avenue
                                                        13th Floor
                                                        New York, New York 10011
                                             Telephone: (212) 590-9100


July 28, 2005
                                     II-10





                                 EXHIBITS INDEX


 EXHIBIT
    NO.                      DESCRIPTION OF EXHIBIT
    ---                      ----------------------

     1.1       Form of Underwriting Agreement.*
     3.1       Constitution of the Registrant.
   4.1.1       Master Trust Deed.
   4.1.2       Amending and Restating Deed to the Master Trust Deed.*
     4.2       Form of the Supplementary Bond Terms Notice.*
     4.3       Form of the Security Trust Deed.*
     4.4       Form of the Note Trust Deed.*
     5.1       Opinion of Mayer, Brown, Rowe & Maw LLP as to legality of the
               Notes.*
     8.1       Opinion of Mayer, Brown, Rowe & Maw LLP as to certain tax matters
               (included in Exhibit 5.1 hereof).*
     8.2       Opinion of Greenwoods & Freehills Pty Limited as to certain tax
               matters.*
    10.1       The Mortgage Origination and Management Agreement.
    10.2       Deed of Novation of the Mortgage Origination and Management
               Agreement.
    10.3       Deed of Amendment of the Mortgage Origination and Management
               Agreement.
    10.4       Amending Deeds of the Mortgage Origination and Management
               Agreement.*
  10.4.1       Nomination Notice - SMHL Mortgage Origination and Management
               Agreement. *
    10.5       Form of Fixed-Floating Rate Swap.*
    10.6       Management Support Deed.
  10.6.1       Amending Deed to the Management Support Deed.
    10.7       Form of Payment Funding Facility.*
    10.8       Form of the Cross Currency Swap.*
    10.9       Form of Redraw Funding Facility Agreement.*
   10.10       Form of Top-Up Funding Facility Agreement.*
    23.1       Consent of Mayer, Brown Rowe & Maw LLP (included in Exhibit 5.1
               hereof).*
    23.2       Consent of Greenwoods & Freehills Pty Limited (included in
               Exhibit
               8.2 hereof).*
    23.3       Consent of Freehills (included in Exhibit 99.1 hereof).*
    24.1       Power of Attorney (included on signature pages of the
               Registration Statement).
    25.1       Statement of Eligibility of Note Trustee.*
    99.1       Opinion of Freehills as to Enforceability of U.S. Judgments under
               Australian Law.*

     *    To be filed by amendment.


                                      II-11