0097430-0000064 AU:3725539.10

EXECUTION VERSION

SUB-FUND NOTICE PUMA SERIES 2014-1

MACQUARIE SECURITISATION LIMITED as Manager

and

PERPETUAL LIMITED

as Issuer Trustee

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10

CONTENTS

Clause Page

1. Definitions and Interpretation ................................................................................................................ 1 2. Units .................................................................................................................................................... 18 3. Issue of Notes ...................................................................................................................................... 19 4. Principal and Interest on the Notes ...................................................................................................... 21 5. Cashflows ............................................................................................................................................ 25 6. Income and Distributions for the PUMA Trust ................................................................................... 32 7. Acquisition and Disposal of Approved Mortgages ............................................................................. 33 8. Redraws and Further Advances ........................................................................................................... 37 9. Transfer Power Over Approved Mortgages ........................................................................................ 38 10. Issuer Trustee's Limited Liability ........................................................................................................ 39 11. PPS Act ................................................................................................................................................ 40 12. Consumer Credit Legislation ............................................................................................................... 42 13. Remarketing ........................................................................................................................................ 44 14. Miscellaneous ...................................................................................................................................... 45 

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 1

SUB-FUND NOTICE dated 4 February 2014

FROM:

(1) MACQUARIE SECURITISATION LIMITED ABN 16 003 297 336 of Level 6, 1 Martin Place, Sydney (Manager)

TO:

(2) PERPETUAL LIMITED ABN 86 000 431 827 of Level 12, Angel Place, 123, Pitt Street, Sydney (Issuer Trustee)

RECITALS:

(A) This Sub-Fund Notice is issued by the Manager to the Issuer Trustee pursuant to clause 6A.1 of the Trust Deed.

(B) This Sub-Fund Notice is issued in respect of the Sub-Fund to be known as "PUMA Series 2014-1".

(C) If accepted by the Issuer Trustee, this Sub-Fund Notice is to be entered into the Register by the Issuer Trustee in accordance with clause 15.l(a) of the Trust Deed.

(D) Perpetual Trustee Company Limited has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act 2001 (Australian Financial Services Licence No. 236643). Perpetual Trustee Company Limited has appointed Perpetual Limited to act as its authorised representative under that licence (Authorised Representative No. 264842).

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Sub-Fund Notice, unless the context otherwise requires:

Accession Deed to the Tax Sharing Deed means the deed of accession, dated on or about the date of this Sub-Fund Notice, to the Tax Sharing Deed between Macquarie Group Limited and others dated 19 December 2007.

Accrued Interest Adjustment has the meaning given to that term in Clause 5.9(a).

Adjustment Date in relation to the termination of the Basis Swap means the later of:

(a) the third Business Day after such termination; and

(b) the earliest time by which the Issuer Trustee is permitted by any Binding Provision or the terms of any Approved Mortgages then forming part of the assets of the PUMA Trust subject to a variable rate of interest to increase that interest rate in respect of such Approved Mortgages pursuant to Clause 4.6.

ASX Listing Rules means the Australian Securities Exchange Listing Rules as updated from time to time.

Australian Credit Licence has the meaning given to it in the NCCP.

Authorised Investments means any of the following denominated in Australian dollars:

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 2

(a) Loans secured by Approved Mortgages over Land;

(b) Cash;

(c) bonds, debentures, stock or treasury bills issued by or notes or other securities issued by the Commonwealth of Australia or the government of any State or Territory of the Commonwealth of Australia;

(d) deposits with, or the acquisition of certificates of deposit issued by, a bank;

(e) bills of exchange, which at the time of acquisition have a maturity date of not more than 200 days, accepted or endorsed (with recourse) by a bank;

(f) debentures or stock of any public statutory body constituted under the laws of the Commonwealth of Australia or any State of the Commonwealth of Australia where the repayment of the principal and the interest payable on that principal is guaranteed by the Commonwealth or the State,

and in each case which does not constitute a securitisation exposure or resecuritisation exposure (as defined in Prudential Standard APS 120 dated January 2013 issued by the Australian Prudential Regulation Authority including any amendment or replacement of that Prudential Standard) provided that where Fitch or S&P is a Current Rating Authority, an investment of the nature referred to in paragraphs (c), (d), (e) or (f) acquired by the Issuer Trustee and having a remaining maturity at the date of acquisition of:

(g) up to 30 days, must have, or the issuer in respect thereof must have, a minimum long-term issuer default rating of "A" or a minimum short-term issuer default rating of "F1" from Fitch or of "A-1" from S&P; or

(h) between 31 days and 365 days, must have, or the issuer in respect thereof must have, a short-term credit rating from Fitch of "F1+" or a long-term senior unsecured credit rating from Fitch of at least "AA-" or a long-term credit rating from S&P of "AA-" or a short-term credit rating from S&P of "A-1+",

provided that the Authorised Investments referred to in paragraphs (c), (d), (e) or (f) must have a remaining term to maturity of no greater than 365 days.

Available Income Amount means in relation to a Collection Period and the Determination Date immediately following the end of that Collection Period, an amount equal to the aggregate of (without double counting) the following, as determined by the Manager:

(a) the lesser of:

(i) Collections for that Collection Period; and

(ii) Finance Charge Collections for that Collection Period;

(b) that amount of interest received on the Account relating to the PUMA Trust and all amounts of interest or income received on the Authorised Investments during the immediately preceding Collection Period;

(c) all net amounts receivable by the Issuer Trustee from the Interest Rate Swap Provider under any Interest Rate Swap on the immediately following Monthly Payment Date;

(d) the Principal Draw in relation to that Determination Date;

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 3

(e) the Liquidity Reserve Draw in relation to that Determination Date; and

(f) any other amounts received by the Issuer Trustee in that Collection Period which the Manager determines are in the nature of income,

but excluding for the avoidance of doubt:

(g) all amounts of accrued interest or arrears of interest payable under or in respect of any purchase or transfer of any of the Approved Mortgages and related Loans and Collateral Securities pursuant to the terms of this Sub-Fund Notice or any other Transaction Document during the period (including any Accrued Interest Adjustment pursuant to Clause 5.9); and

(h) any Prepayment Amount or interest or other income earned on a Prepayment Amount (unless otherwise provided in the relevant Transaction Document).

Available Principal Amount means in relation to a Collection Period, an amount equal to the aggregate of (without double counting) the following, as determined by the Manager:

(a) the Principal Collections in relation to that Collection Period less any Principal Collections applied during that Collection Period towards the funding of Redraws under Clause 8.1;

(b) the Redraw Facility Advance (if any) to be drawn under the Redraw Facility Agreement on the Monthly Payment Date immediately following the end of that Collection Period; and

(c) the amount determined by the Manager to be allocated from the Available Income Amount to the Available Principal Amount pursuant to 5.1(h), (i), (j), (k) and (l).

Bank Bill Rate means, in relation to a date and a specified term, the rate expressed as a percentage per annum appearing on the Reuters Screen Page "BBSW" at approximately 10.10 a.m. Sydney time on that date for a bill of exchange having a tenor equal to that specified term, as being the average of the mean buying and selling rates appearing on that page for such a bill of exchange rounded to four decimal places. If fewer than four Banks quote on the Reuters Screen page "BBSW", the rate for that date and specified term will be calculated as above by taking the rates otherwise quoted by 4 Banks on application by the Manager for such a bill of the same tenor, eliminating the highest and lowest mean rates and taking the average of the remaining mean rates rounded to four decimal places. If a rate cannot be determined in accordance with the foregoing procedures, then the Bank Bill Rate means 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.

Basis Swap means the basis swap transaction, as evidenced by a confirmation that supplements, forms part of and is subject to the Interest Rate Swap Agreement pursuant to which the Issuer Trustee pays to the Interest Rate Swap Provider an amount in respect of the Approved Mortgages forming part of the assets of the PUMA Trust that do not bear interest at a fixed rate and the Interest Rate Swap Provider pays to the Issuer Trustee an amount calculated by reference to the Bank Bill Rate.

Binding Provision means any provision of the Code of Banking Practice 2004, any other code or agreement binding on the Manager or the Issuer Trustee and any laws applicable to lenders in the business of making retail home loans.

Break Costs in relation to a Determination Date means the total break costs, or amounts in respect of break costs, received by or on behalf of the Issuer Trustee during the Collection Period ending on that Determination Date from a borrower, the insurer under a Mortgage Insurance Policy or any other person in relation to an Approved Mortgage or its related Loan or Collateral Securities forming

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 4

part of the assets of the PUMA Trust (or was, immediately prior to its being written off by the Manager in accordance with the PUMA Parameters or the date that it was assigned under a Mortgage Insurance Policy, an asset of the PUMA Trust) arising from the early termination of that Approved Mortgage or its related Loan or Collateral Securities or the early termination of a fixed interest rate period under that Approved Mortgage or its related Loan or Collateral Securities.

Business Day means any day on which banks are open for business in Sydney and Melbourne other than a Saturday, a Sunday or a public holiday in Sydney or Melbourne.

Call Date means the Monthly Payment Date in relation to which the Manager reasonably expects (on the day ten Business Days prior to that Monthly Payment Date) that the aggregate of the Invested Amounts of the Class A Notes, the Class A-R Notes, the Class B1 Notes, the Class B1-R Notes and the Class B2 Notes will, for the first time, be equal to or less than the Call Date Total Invested Amount.

Call Date Total Invested Amount means, at any time, the amount (specified in A$) which is 10% of the aggregate of the Initial Invested Amount of:

(a) all Class A Notes;

(b) all Class B1 Notes; and

(c) all Class B2 Notes,

which were issued on the Closing Date.

Capital Unit means each Capital Unit in the PUMA Trust referred to in Clause 2.1.

Capital Unitholder means the Unitholder of the Capital Units.

Charge-Off means a Class A Charge-Off, a Class A-R Charge-Off, a Class B1 Charge-Off, a Class B1-R Charge-Off or a Class B2 Charge-Off.

Class A Charge-Off in relation to the Class A Notes means all amounts charged off against the Stated Amount of the Class A Notes pursuant to Clause 5.6.

Class A Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(i)(A) as Class A Notes.

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

Class A Note Refinancing Closing Date has the meaning given to that term in Clause 13(a).

Class A-R Charge-Off in relation to the Class A-R Notes means all amounts charged off against the Stated Amount of the Class A-R Notes pursuant to Clause 5.6.

Class A-R Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(ii)(A) as Class A-R Notes.

Class A-R Noteholder means a Noteholder in respect of a Class A-R Note.

Class B1 Charge-Off in relation to the Class B1 Notes means all amounts charged off against the Stated Amount of the Class B1 Notes pursuant to Clause 5.6.

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 5

Class B1 Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(i)(B) as Class B1 Notes.

Class B1 Noteholder means a Noteholder in respect of a Class B1 Note.

Class B1 Note Refinancing Closing Date has the meaning given to that term in Clause 13(a).

Class B1-R Charge-Off in relation to the Class B1-R Notes means all amounts charged off against the Stated Amount of the Class B1-R Notes pursuant to Clause 5.6.

Class B1-R Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(ii)(B) as Class B1-R Notes.

Class B1-R Noteholder means a Noteholder in respect of a Class B1-R Note.

Class B2 Charge-Off in relation to the Class B2 Notes means any amount charged off against the Stated Amount of the Class B2 Notes pursuant to Clause 5.6.

Class B2 Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(i)(C) as Class B2 Notes.

Class B2 Noteholder means a Noteholder in respect of a Class B2 Note.

close of business on any day means 5.00 p.m. (Sydney time) on that day.

Closing Date means the Issue Date for the Notes other than the Refinancing Notes, or such other date as is agreed between the Manager and the Issuer Trustee.

Collections in relation to a Collection Period means the aggregate of the following amounts (without double counting) in respect of the Approved Mortgages then forming part of the assets of the PUMA Trust:

(a) A less the sum of (B + C) where:

(i) A = the sum of amounts for which a credit entry is made during the period to the accounts established in the records for those Approved Mortgages;

(ii) B = amounts for which a credit entry is made to the accounts established in the records for those Approved Mortgages which relates to any Defaulted Amount on those Approved Mortgages during the period; and

(iii) C = reversals made during the period to the accounts established in the records in respect of those Approved Mortgages where the original credit entry (or part thereof) was made in error or was made but subsequently reversed due to funds not being cleared;

(b) any Recoveries received by the Issuer Trustee under or in respect of the Approved Mortgages and related Loans and Collateral Securities during that period (less any reversals made during the period in respect of Recoveries where the original debit entry (or part thereof) was in error);

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 6

(c) all amounts received under or in respect of any sale or transfer of any of the Approved Mortgages and related Loans and Collateral Securities pursuant to the terms of this Sub-Fund Notice or any other Transaction Document during the period;

(d) any amount in respect of damages or pursuant to an indemnity received by the Issuer Trustee as a result of a breach of any representation or warranty or undertaking by any party to the Transaction Documents;

(e) any insurance proceeds received during the period by the Issuer Trustee in accordance with any Mortgage Insurance Policy or any Insurance Policy;

(f) from Originators under Mortgage Origination Deeds (as defined in the Management Deed);

(g) income from any Authorised Investments (other than the Approved Mortgages); and

(h) proceeds of issue of Notes and Units in the PUMA Trust which, in either case, have not been applied by the Issuer Trustee towards the acquisition of Approved Mortgages or towards funding of the Liquidity Reserve on the Closing Date or towards redeeming the Class A Notes or the Class B1 Notes on a Refinancing Closing Date pursuant to Clause 13(c),

but excluding, for the avoidance of doubt:

(i) any amount debited during the period to the accounts established in the records for those Approved Mortgages representing fees or charges imposed by any Governmental Agency, bank accounts debits tax or similar tax or duty imposed by any Governmental Agency (including any tax or duty in respect of payments or receipts to or from bank or other accounts) or insurance premiums paid.

Collection Period means:

(a) with respect to the first Determination Date, the period commencing on (and including) the Closing Date and ending on the last day of the calendar month immediately preceding the first Determination Date; and

(b) with respect to each subsequent Determination Date, the calendar month immediately preceding that Determination Date.

Competent Authorities means a court, tribunal, authority, ombudsman or other entity whose decisions, findings, orders, judgment or determinations (howsoever reached) are binding on the Issuer Trustee or the Manager and each, a Competent Authority.

Consumer Credit Code means the Consumer Credit Code set out in the Appendix to the Consumer Credit (Queensland) Act 1994 as in force or applied as a law of any Australian jurisdiction.

Current Rating Authority means, on the Closing Date, in relation to the Notes and the PUMA Trust, Fitch and S&P.

Defaulted Amount in relation to a Collection Period means the aggregate principal amount of any Approved Mortgages and related Loans which have been written off by the Manager as uncollectible during that Collection Period.

Defaulted Amount Insufficiency has the meaning ascribed to it in Clause 5.6.

Determination Date means five Business Days before each Monthly Payment Date or, if any such day is not a Business Day, the following Business Day.

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 7

Eligibility Criteria in relation to a Loan relating to an Approved Mortgage means the following standards:

(a) that the Loan has a stated term to maturity as at the Closing Date not exceeding 30 years and one month;

(b) that the Loan was advanced in, and is repayable in, Australian dollars;

(c) that the Loan has a principal balance outstanding equal to or less than A$1,000,000;

(d) that as at the Closing Date no payment due from the borrower under the Loan is in arrears by more than 30 days;

(e) the Approved Mortgage is a first mortgage over Land which is zoned by the relevant government body in a manner which permits a residential building;

(f) the Loan and Approved Mortgage is covered by a Mortgage Insurance Policy, for the scheduled term of the Loan, from a Mortgage Insurer;

(g) the Loan in respect of the Approved Mortgage has a loan-to-value ratio equal to or less than 90%, determined at or about the Closing Date;

(h) if the Loan in respect of the Approved Mortgage is subject to an interest-only period, the period during which only interest payments are to be made does not exceed 5 years; and

(i) subject to any interest-only period, there has been at least one minimum scheduled monthly repayment of principal made in respect of the Loan (other than any Loan which is a Line of Credit Loan) in respect of the Approved Mortgage,

or such other Eligibility Criteria as the Issuer Trustee and the Manager may agree in writing prior to the Closing Date.

Eligible Depository means for the purposes of determining the entity with which the Account or the Combined Account may be established and maintained, a financial institution which has assigned to it a short term credit rating equal to or higher than A-1 by S&P and F1 by Fitch and a long term credit rating equal to or higher than A by S&P and A by Fitch.

Eligible Mortgage Loan means, on any day, a Loan relating to an Approved Mortgage which satisfies the Eligibility Criteria on that day.

Excluded Swap Termination Amount means in relation to an Interest Rate Swap Agreement, an amount equal to the amount of any termination payment due and payable:

(a) to the Interest Rate Swap Provider as a result of an Interest Rate Swap Provider Default with respect to such Interest Rate Swap Provider;

(b) to the Interest Rate Swap Provider following an Interest Rate Swap Provider Downgrade Event with respect to such Interest Rate Swap Provider; or

(c) to the Interest Rate Swap Provider where the termination payment arises as a result of a transaction being terminated due to the prepayment of any related Approved Mortgage and there are insufficient Mortgagor Break Costs or early termination amounts (without double counting) recovered from the relevant Mortgagor to pay such termination payment.

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 8

Extraordinary Expenses in relation to a Collection Period means any out-of-pocket expenses incurred by the Issuer Trustee in respect of that Collection Period which are not incurred in the ordinary course of business of the PUMA Trust, as determined by the Manager.

Extraordinary Expenses Reserve has the meaning given in Clause 5.5.

Fees and Expenses has the meaning ascribed to that term in relation to the PUMA Trust in the Trust Deed provided that "Fees and Expenses" do not include any of the liabilities of the Issuer Trustee referred to in Clause 5.1(a), Clause 5.1(b)(i), Clause 5.1(b)(ii) or Clauses 5.1(c) to 5.1(p) (inclusive) or in relation to a Prepayment Amount.

Final Maturity Date means the Monthly Payment Date occurring in May 2045.

Finance Charge Collections in relation to a Collection Period means the aggregate of the following amounts (without double counting) as determined by the Manager during that Collection Period in respect of the Approved Mortgages and related Loans and Collateral Securities then forming part of the assets of the PUMA Trust:

(a) the aggregate of:

(i) all debit entries representing interest or other charges that have been charged during that period made to the accounts established in the records for those Approved Mortgages;

(ii) subject to paragraph (iii), any Mortgagor Break Costs charged in relation to those Approved Mortgages during a prior period and received by the Issuer Trustee during that period; and

(iii) any amounts received by the Issuer Trustee during that period from the enforcement of any Approved Mortgage or in accordance with any Mortgage Insurance Policy in relation to those Approved Mortgages, where such amounts:

(A) exceed the aggregate of the costs of enforcement of any such Approved Mortgage and the interest and principal then outstanding on the related Loans in respect of which the amounts are received; and

(B) represent part or all of the Mortgagor Break Costs charged during a prior period on those Approved Mortgages in respect of which the amounts are received,

less the aggregate of:

(iv) any reversals made during that period in respect of interest or other charges (including Mortgagor Break Costs) in relation to any of the accounts established in the records for those Approved Mortgages where the original debit entry (or part thereof) was in error;

(v) any Mortgagor Break Benefits paid to a Mortgagor in relation to those Approved Mortgages during that period; and

(vi) any Mortgagor Break Costs charged to the accounts established in the records for those Approved Mortgages during that period that have not been received by the Issuer Trustee during that period;

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 9

(b) any Recoveries received by the Issuer Trustee under or in respect of the Approved Mortgages and related Loans and Collateral Securities during that period (less any reversals made during the period in respect of Recoveries where the original debit entry (or part thereof) was in error);

(c) all amounts of accrued interest or arrears of interest received under or in respect of any sale or transfer of any of the Approved Mortgages and related Loans and Collateral Securities pursuant to the terms of this Sub-Fund Notice or any other Transaction Document during the period; and

(d) any amount in respect of damages or pursuant to an indemnity received by the Issuer Trustee as a result of a breach of any representation or warranty or undertaking by any party to the Transaction Documents which represents amounts on account of interest, as determined by the Manager,

but excluding, for the avoidance of doubt:

(e) any amount debited during the period to the accounts established in the records for those Approved Mortgages representing fees or charges imposed by any Governmental Agency, bank accounts debits tax or similar tax or duty imposed by any Governmental Agency (including any tax or duty in respect of payments or receipts to or from bank or other accounts) or insurance premiums paid; and

(f) an amount equal to the amount of proceeds from the issuance of Notes applied towards payment of the Adjustment Advance on the Closing Date.

Fixed Rate Swap means the fixed rate swap transaction, as evidenced by a confirmation that supplements, forms part of and is subject to the Interest Rate Swap Agreement pursuant to which the Issuer Trustee pays to the Interest Rate Swap Provider an amount in respect of the Approved Mortgages forming part of the assets of the PUMA Trust that bear interest at a fixed rate and the Interest Rate Swap Provider pays to the Issuer Trustee an amount calculated by reference to the Bank Bill Rate.

Floating Interest Rate means in relation to a Note and a Monthly Period in relation to that Note, the sum of:

(a) the one month Bank Bill Rate determined by the Manager on the first day of that Monthly Period provided that if the first Monthly Period in relation to a Note (other than a Refinancing Note) is greater than one month, the relevant rate for that Monthly Period will be determined by the Manager by straight-line interpolation by reference to two available rates one of which is the Bank Bill Rate on that date for the period next shorter than the length of that Monthly Period and the other of which is the Bank Bill Rate on that date for the period next longer than the length of that Monthly Period; and

(b) the Margin for that Note.

Further Advance means, in relation to an Approved Mortgage which is an asset of the PUMA Trust, a further advance, or that part of a further advance (whether made before or after the acquisition of the Approved Mortgage by the PUMA Trust), by the Issuer Trustee under the terms of the Approved Mortgage which causes the Scheduled Balance of that Approved Mortgage (determined prior to any variation to the terms of the Approved Mortgage which increases the Scheduled Balance) to be exceeded.

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 10

Government Charge means any amount debited to the accounts established in the records for the Approved Mortgage and its related Loan representing bank accounts debits tax or similar tax or duty imposed by any Governmental Agency.

Gross Liquidity Shortfall in relation to a Determination Date means the amount (if any) by which the Available Income Amount (prior to any Principal Draw or Liquidity Reserve Draw on that Determination Date) for the Collection Period just ended is insufficient to meet the Total Expenses in relation to that Collection Period.

Income Unit means each Income Unit in the PUMA Trust referred to in Clause 2.1.

Income Unit Amount means each amount available for payment to or application on behalf of the Income Unitholder pursuant to Clause 5.1.

Income Unitholder means each Unitholder of an Income Unit.

Initial Invested Amount means, in relation to a Note, the amount determined in respect of that Note pursuant to Clause 4.1.

Insurance Policies means any insurance policy (whether present or future) under which improvements on the Land the subject of an Approved Mortgage or a Collateral Security are insured against destruction or damage by events which include fire.

Interest Rate Swap means each interest rate swap transaction (including the Fixed Rate Swap and the Basis Swap) entered into on or about the date of this Sub-Fund Notice in relation to the PUMA Trust, as evidenced by a confirmation that supplements, forms part of and is subject to, the Interest Rate Swap Master Agreement.

Interest Rate Swap Agreement means the Interest Rate Swap Master Agreement, together with the confirmations thereunder evidencing any Interest Rate Swap in relation to the PUMA Trust.

Interest Rate Swap Master Agreement means a Swap Master Agreement entered into on 3 February 2005 between the Issuer Trustee, the Manager and the Interest Rate Swap Provider, governing the Interest Rate Swaps, as amended and supplemented from time to time or any replacement interest rate swap agreement.

Interest Rate Swap Provider means Macquarie Bank Limited in its capacity as interest rate swap provider under the Interest Rate Swap together with any transferee, successor thereto or replacement interest rate swap provider.

Interest Rate Swap Provider Default means, in relation to an Interest Rate Swap Agreement, the occurrence of an Event of Default (as defined in such Interest Rate Swap Agreement) where the relevant Interest Rate Swap Provider is the Defaulting Party (as defined in such Interest Rate Swap Agreement), other than an Interest Rate Swap Provider Downgrade Event.

Interest Rate Swap Provider Downgrade Event means, in relation to an Interest Rate Swap Agreement, the occurrence of an Additional Termination Event (as defined in such Interest Rate Swap Agreement) following a failure by the Interest Rate Swap Provider to comply with the requirements of the ratings downgrade provisions set out in such Interest Rate Swap Agreement.

Issue Date means:

(a) for the Notes other than the Refinancing Notes, 19 February 2014 or such other date as is agreed between the Manager and the Issuer Trustee; and

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 11

(b) for the Refinancing Notes, the relevant Refinancing Closing Date, or such other date as is agreed between the Manager and the Issuer Trustee.

Issuer Trustee means initially Perpetual Limited ABN 86 000 431 827 or, if Perpetual Limited retires or is removed as trustee of the PUMA Trust under the Trust Deed, the then substitute Issuer Trustee.

Invested Amount in relation to a Note at any given time means the Initial Invested Amount for that Note less the aggregate amounts of payments previously made on account of principal to the Noteholder of that Note.

Licensee means a holder of an Australian Credit Licence.

Line of Credit Loan means a Loan which, when settled, is not fully advanced to the relevant borrower and accordingly entitles that relevant borrower to require, subject to any cancellation of the undrawn limit, one or more further drawdowns throughout the term of that Loan (which further drawdowns may be made by the capitalisation of interest) to the extent that when those further drawdowns are aggregated with the initial advance they do not exceed the agreed limit for that Loan.

Liquidity Reserve at any time means:

(a) the aggregate of all amounts previously allocated to the Liquidity Reserve from the proceeds of the issue of Notes in accordance with Clause 5.4(a) and all amounts allocated to the Liquidity Reserve from the Available Income Amount pursuant to Clause 5.1(g); less

(b) the aggregate of all amounts of the Liquidity Reserve previously paid or applied by the Issuer Trustee towards the Available Income Amount and in accordance with Clause 5.1 and all amounts previously paid in accordance with Clause 8.

Liquidity Reserve Draw means in relation to a Determination Date an amount equal to the lesser of:

(a) the Gross Liquidity Shortfall in relation to that Determination Date less the Principal Draw in relation to that Determination Date (or zero if there is no Gross Liquidity Shortfall in relation to that Determination Date); and

(b) the Liquidity Reserve as at that Determination Date.

Manager's Fees means the fees payable to the Manager under the Management Deed (and in accordance with the Trust Deed) in relation to the PUMA Trust.

Margin means, in relation to a Note, the margin in relation to that Note expressed as a percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 4.2(c).

Monthly Payment Date in relation to a Note means 14 April 2014, the 13th day of each following calendar month until the Final Maturity Date and the Final Maturity Date provided that where any of these dates is not a Business Day, the Monthly Payment Date will be the next following Business Day.

Monthly Period means:

(a) the period from and including the Closing Date to but excluding the first Monthly Payment Date; and

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 12

(b) each period thereafter from and including a Monthly Payment Date to but excluding the next Monthly Payment Date.

Mortgagor Break Benefits in relation to an Approved Mortgage means any benefits payable to a Mortgagor under the terms of that Approved Mortgage or as required by law (and to the extent the former is inconsistent with the latter, the latter will prevail) upon, and solely in respect of, the early termination of a given fixed interest rate relating to all or part of that Approved Mortgage prior to the scheduled termination of that fixed interest rate.

Mortgagor Break Costs in relation to an Approved Mortgage means any costs payable by the Mortgagor in respect of that Approved Mortgage upon, and solely in respect of, the early termination of a given fixed interest rate relating to all or part of that Approved Mortgage prior to the scheduled termination of that fixed interest rate.

Mortgage Loan Rights has the meaning given to that term in Clause 9.1.

National Consumer Credit Protection Laws means each of:

(a) the NCCP;

(b) the National Consumer Credit Protection (Fees) Act 2009 (Cth);

(c) the National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 (Cth);

(d) the National Consumer Credit Protection Amendment Act 2010 (Cth);

(e) any acts or other legislation enacted in connection with any of the acts set out in paragraphs (a) to (d) above, the NCCP Regulations and any other regulations made under any of the acts set out in paragraphs (a) to (d) above;

(f) Division 2 of Part 2 of the Australian Securities and Investments Commission Act 2001, so far as it relates to the obligations in respect of an Australian Credit Licence issued under the NCCP or registration as a Registered Person under the National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 (Cth); and

(g) any other Commonwealth, State or Territory legislation that covers conduct relating to credit activities (whether or not it also covers other conduct), but only in so far as it covers conduct relating to credit activities.

NCCP means National Consumer Credit Protection Act 2009 (Cth) including the National Credit Code annexed to that Act.

NCCP Regulations means the National Consumer Credit Protection Regulations 2010 (Cth).

Net Collections in relation to a Collection Period means the Collections for that Collection Period less the Principal Draw (if any) in relation to the Determination Date immediately following the end of that Collection Period.

Net Trust Income in relation to any Financial Year means the amount determined by the Manager under Clause 6.1(a) for that Financial Year.

Note means a Class A Note, a Class A-R Note (if any), a Class B1 Note, a Class B1-R Note (if any) or a Class B2 Note.

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 13

Penalty Payment means any loss, costs, damage or expense (including legal costs and disbursements on a full indemnity basis or a solicitor and own client basis, whichever is higher) arising out of or in connection with any civil or criminal claims or proceedings or threatened claims or proceedings concerning or relating to the Consumer Credit Code or National Consumer Credit Protection Laws. This includes:

(a) the amount of any civil or criminal penalty order made against the Issuer Trustee together with any other money ordered to be paid by the Issuer Trustee and legal costs or other costs and expenses payable or incurred by the Issuer Trustee which relate to the order;

(b) any money ordered by a court or other judicial, regulatory or administrative body or any other body which may legally bind the Issuer Trustee to be paid by the Issuer Trustee in relation to any claim against the Issuer Trustee under the Consumer Credit Code or the National Consumer Credit Protection Laws; and

(c) the amount equal to any payment made by the Issuer Trustee to a debtor or any other person in settlement of an application for an order together with any legal costs or other costs or expenses payable or incurred by the Issuer Trustee which relate to the application.

Prepayment Amount means any amount paid, or assets lodged by, the Manager or any other party to a Transaction Document to or with the Issuer Trustee as trustee of the PUMA Trust as:

(a) a prepayment of any obligation by that person to the Issuer Trustee as trustee of the PUMA Trust under a Transaction Document to the extent that such amount has not (except as a prepayment) become payable to the Issuer Trustee in accordance with that Transaction Document; or

(b) collateral for any obligation by that person to the Issuer Trustee as trustee of the PUMA Trust under a Transaction Document to the extent that such amount has not been utilised by the Issuer Trustee in accordance with that Transaction Document,

and includes any amount or any assets specified in a Transaction Document to be a Prepayment Amount for the purposes of this Sub-Fund Notice and the Security Trust Deed.

Prescribed Period means in relation to an Approved Mortgage the period of 120 days (including the last day of that period) commencing on the date that the Approved Mortgage was acquired by the Issuer Trustee as trustee of the PUMA Trust or such greater period as may be agreed between the Manager and the Australian Prudential Regulation Authority.

Principal Collections in relation to a Collection Period means the amount which is either:

(a) zero, where the Finance Charge Collections for that Collection Period exceed the Net Collections for that Collection Period; or

(b) in all other cases, the Net Collections for that Collection Period less the Finance Charge Collections for that Collection Period.

Principal Draw in relation to a Determination Date means an amount equal to the lesser of:

(a) the Gross Liquidity Shortfall in relation to that Determination Date (or zero if there is no Gross Liquidity Shortfall in relation to that Determination Date); and

(b) where the Collections for the Collection Period just ended exceed the Finance Charge Collections for that Collection Period, the amount of such excess or, where the Finance

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 14

Charge Collections for the Collection Period just ended exceed the Collections for that Collection Period, zero.

PUMA Parameters means the collections procedures used by the Manager, as updated from time to time.

PUMA Trust means the Sub-Fund to be known as PUMA Series 2014-1 to be constituted by the acceptance of this Sub-Fund Notice pursuant to clause 6A.2(a) of the Trust Deed and the settlement on the Issuer Trustee of the sum of one hundred dollars pursuant to clause 6A.2(b) of the Trust Deed.

Recoveries in relation to an Approved Mortgage means all amounts recovered in respect of the principal of that Approved Mortgage that was part (or the whole) of a Defaulted Amount.

Redraw means, in relation to an Approved Mortgage which is an asset of the PUMA Trust, a further advance, or that part of a further advance, by the Issuer Trustee under the terms of the Approved Mortgage which does not cause the Scheduled Balance (determined prior to any variation to the terms of the Approved Mortgage which increases the Scheduled Balance) of that Approved Mortgage to be exceeded.

Redraw Facility Advance means "Advance" as that term is defined in the Redraw Facility Agreement.

Redraw Facility Agreement means the Redraw Facility Agreement to be entered into on or prior to the Closing Date between the Issuer Trustee, the Manager and the initial Redraw Facility Provider and includes any substitute agreement which replaces an existing Redraw Facility Agreement.

Redraw Facility Interest in relation to a Monthly Payment Date or a date upon which a distribution is made to the Redraw Facility Provider pursuant to clause 13.1(f)(ii) of the Security Trust Deed, means the fees and interest due on that Monthly Payment Date or date, as the case may be, and any fees and interest unpaid from prior Monthly Payment Dates, and interest on them, outstanding pursuant to the terms of the Redraw Facility Agreement.

Redraw Facility Limit at any time has the same meaning as the term "Facility Limit" in the Redraw Facility Agreement at that time.

Redraw Facility Principal has the same meaning as in the Redraw Facility Agreement.

Redraw Facility Provider means initially Macquarie Bank Limited ABN 46 008 583 542, and includes any other person who subsequently enters into a Redraw Facility Agreement with the Manager and the Issuer Trustee.

Refinancing Closing Date means each of the Class A Note Refinancing Closing Date and the Class B1 Refinancing Closing Date.

Refinancing Notes means the Class A-R Notes and/or the Class B1-R Notes.

Registered Person has the meaning given to it in the National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 (Cth).

Relevant Parties has the same meaning as in the Security Trust Deed.

Representations and Warranties means the representations and warranties set out in Clause 7.1.

Required Extraordinary Expenses Reserve Amount, in relation to any date, means A$150,000 or such other amount notified in writing by the Manager to the Issuer Trustee provided that no such

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 15

amount will be effective for the purpose of this definition unless the Manager has confirmed, after providing notice to each Current Rating Authority, that such other amount will not result in a downgrading, withdrawal or qualification of any rating then assigned or, if prior to the Closing Date, which is proposed to be assigned by a Current Rating Authority to the Notes.

Required Liquidity Reserve means, in relation to any date, the greater of:

(a) 0.13% of the Total Invested Amount as at the Closing Date; and

(b) 1.3% of the outstanding principal balance of all Approved Mortgages,

or such other amount notified in writing by the Manager to the Issuer Trustee provided that no such amount will be effective for the purpose of this definition unless the Manager has confirmed, after providing notice to each Current Rating Authority, that such other amount will not result in a downgrading, withdrawal or qualification of any rating then assigned or, if prior to the Closing Date, which is proposed to be assigned by a Current Rating Authority to the Notes.

Scheduled Balance in relation to an Approved Mortgage means the amount that would be owing on the Approved Mortgage at the date of determination if the borrower had drawn down the Approved Mortgage in full and had made, prior to that date, the minimum payments required under the terms of the Approved Mortgage.

Scheduled Maturity Date means the Monthly Payment Date falling in February 2019.

Security Trust Deed means the Security Trust Deed to be entered into on or prior to the Closing Date between the Issuer Trustee, the Manager and Perpetual Trustee Company Limited ABN 42 000 001 007.

Senior Further Advance means a Further Advance which is not a Subordinate Further Advance.

Senior Redraw Facility Interest Amount in relation to a Monthly Payment Date or a date upon which a distribution is made pursuant to clause 13.1(f)(iii) of the Security Trust Deed means an amount determined by the following calculation:

RPSRPRFISRFIA

where:

SRFIA = the Senior Redraw Facility Interest Amount;

SRP = the Senior Redraw Facility Principal on that Monthly Payment Date or date;

RP = the Redraw Facility Principal on that Monthly Payment Date or date; and

RFI = the Redraw Facility Interest on that Monthly Payment Date or date.

Senior Redraw Facility Principal in relation to a Monthly Payment Date or a date upon which a distribution is made pursuant to clause 13.1(f)(iii) of the Security Trust Deed means the amount, if any, by which the Redraw Facility Principal in relation to that Monthly Payment Date or date exceeds the aggregate Subordinate Further Advance Amounts in respect of the Approved Mortgages, which are, or were, assets of the PUMA Trust, in relation to that Monthly Payment Date or date.

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 16

Stated Amount means:

(a) at any given time which is not on a Determination Date in relation to a Note or Class of Notes, the aggregate Initial Invested Amount for that Note or Class of Notes less the aggregate of:

(i) the aggregate amount of payments (if any) previously made on account of principal to the Noteholder(s) of that Note or Class of Notes; and

(ii) the aggregate amount of Charge-Offs in respect of that Note or Class of Notes made on prior Monthly Payment Dates and remaining unreimbursed; and

(b) on a Determination Date in relation to a Note or Class of Notes, the amount calculated below:

C - B A SA

where:

SA = the Stated Amount of that Note or Class of Notes on that Determination Date;

A = the amount calculated pursuant to paragraph (a) in respect of that Note or Class of Notes (without having regard to the condition in paragraph (a) that such amount be calculated on a day other than a Determination Date);

B = the amount determined by the Manager on that Determination Date to be allocated from the Available Income Amount in accordance with Clauses 5.1(j), (k) or (l) on the next following Monthly Payment Date to reimburse any unreimbursed Charge-Offs in respect of that Note or Class of Notes; and

C = the amount determined by the Manager on that Determination Date to be charged-off in respect of that Note or Class of Notes in accordance with Clause 5.7 on the next following Monthly Payment Date.

Subordinate Further Advance means, in relation to an Approved Mortgage which is an asset of the PUMA Trust, a Further Advance made (whether before or after the acquisition of the Approved Mortgage by the PUMA Trust) or to be made, as the context requires, by the Issuer Trustee at any time to the extent to which it is made without the benefit of insurance under a Mortgage Insurance Policy.

Subordinate Further Advance Amount in relation to a Monthly Payment Date or a date upon which a distribution is made pursuant to clause 13.1(f)(iii) of the Security Trust Deed and an Approved Mortgage, means the amount, if any, by which on the Determination Date, or the earlier of the date of that distribution or date of sale of the relevant Approved Mortgage, as the case may be, the principal balance outstanding of that Approved Mortgage exceeds the Scheduled Balance of that Approved Mortgage as a result of Subordinate Further Advances made before the acquisition of the Approved Mortgage by the PUMA Trust or by the Issuer Trustee pursuant to Clause 8 on the basis that repayments of principal on that Approved Mortgage by a Mortgagor are applied first towards any scheduled principal payments on that Approved Mortgage and then towards such Subordinate Further Advances (but not as a result of capitalised interest in respect of such Subordinate Further Advances). Notwithstanding the foregoing, if an Approved Mortgage which is an asset of the PUMA Trust is written off by the Manager as unrecoverable in a Collection Period then:

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 17

(a) subject to the following, the Subordinate Further Advance Amount in relation to that Approved Mortgage will be the Subordinate Further Advance Amount, as determined in accordance with the above paragraph, immediately before the Approved Mortgage was written off as unrecoverable;

(b) if there is no Defaulted Amount in relation to that Collection Period, the Subordinate Further Advance Amount in relation to that Approved Mortgage will be reduced to zero on the Monthly Payment Date at the end of that Collection Period; and

(c) if there is a Defaulted Amount in relation to that Collection Period, the Subordinate Further Advance Amount in relation to that Approved Mortgage on and from the Monthly Payment Date at the end of that Monthly Period will, subject to the following, be the lesser of the amount referred to in paragraph (a) above and that Defaulted Amount. The Subordinate Further Advance Amount in relation to that Approved Mortgage will be reduced to zero at the end of the next Monthly Payment Date on or after that Monthly Payment Date upon which the Defaulted Amount and any Charge-Offs have been reimbursed under Clause 5.1.

Threshold Rate at any time means the aggregate of:

(a) as reasonably determined by the Manager, the minimum weighted average rate of interest on all Approved Mortgages which are assets of the PUMA Trust which would be sufficient (assuming that all parties comply with their obligations at all times under the Transaction Documents and under the Approved Mortgages and taking into account all of the liabilities of the Issuer Trustee under the Transaction Documents) when aggregated with all other income received by the Issuer Trustee to ensure that the Issuer Trustee will have available to it sufficient income to enable it to meet the Total Expenses as they fall due; and

(b) 0.25% per annum.

Total Expenses in relation to a Collection Period means the aggregate of the amounts referred to in Clause 5.1(a) to (f) (inclusive) for the Collection Period.

Total Invested Amount means, at any time, the aggregate of the Invested Amounts at that time of all Notes.

Trust Deed means the Consolidated PUMA Trust Deed dated 13 July 1990 (as amended and supplemented from time to time) between the person referred to therein as the Founder and the Issuer Trustee under which the Trusts collectively known as the PUMA Fund are constituted.

Unreimbursed Principal Draw in relation to a Determination Date means the aggregate amount of all Principal Draws in relation to prior Determination Dates less the aggregate of all amounts allocated to the Available Principal Amount in accordance with Clause 5.1(h) on prior Monthly Payment Dates.

Variable Rate on any given date means each variable rate of interest charged on that date by the Issuer Trustee on Approved Mortgages then forming part of the assets of the PUMA Trust.

1.2 Interpretation

(a) (Trust Deed): The provisions of clause 1.2 of the Trust Deed are incorporated into this Sub-Fund Notice as if set out in full in this Sub-Fund Notice and as if references to "this Deed" were to "this Sub-Fund Notice" and references to a "Banking Day" were to a "Business Day".

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 18

(b) (Security Trust Deed): The provisions of clauses 1.3(s) and (t) of the Security Trust Deed are incorporated into this Sub-Fund Notice as if set out in full in this Sub-Fund Notice.

1.3 Trust Deed definitions

Subject to Clause 1.4 unless otherwise defined in this Sub-Fund Notice, each term or expression defined in the Trust Deed has the same meaning where used in this Sub-Fund Notice. Where there is any inconsistency in a definition between this Sub-Fund Notice and the Trust Deed, this Sub-Fund Notice prevails in respect of the PUMA Trust. Subject to Clause 1.4, terms or expressions defined in the Trust Deed in relation to a Fund are, when used in this Sub-Fund Notice, and unless the context otherwise requires, used in relation to the PUMA Trust.

1.4 Incorporated definitions and other Transaction Documents and provisions

Where in this Sub-Fund Notice a word or expression is defined by reference to its meaning in another Transaction Document or there is a reference to another Transaction Document or to a provision of another Transaction Document, any amendment to the meaning of that word or expression or to that other Transaction Document or provision (as the case may be) will be of no effect for the purposes of this Sub-Fund Notice unless and until the amendment is consented to by the Manager and the Issuer Trustee (such consent to be granted in accordance with the Transaction Documents).

1.5 Issuer Trustee capacity

In this Sub-Fund Notice, except where provided to the contrary:

(a) (References to Issuer Trustee): a reference to the Issuer Trustee is a reference to the Issuer Trustee in its capacity as trustee of the PUMA Trust only, and in no other capacity; and

(b) (References to assets of the Issuer Trustee): a reference to the undertaking, assets, business or money of the Issuer Trustee is a reference to the undertaking, assets, business or money of the Issuer Trustee in the capacity referred to in paragraph (a).

1.6 Hedge Arrangement

The Interest Rate Swap Agreement is a Hedge Arrangement of the PUMA Trust for the purposes of the Trust Deed.

2. UNITS

2.1 Classes and number of Units

The beneficial interest in the PUMA Trust is divided into 1,010 Units: 10 Capital Units and 1,000 Income Units. The Income Units and the Capital Units enjoy the same rights, entitlements, benefits and restrictions, except as expressly provided in this Sub-Fund Notice.

2.2 Initial Unitholders

(a) (Capital Units): The initial holder of each Capital Unit in the PUMA Trust is Macquarie Bank Limited.

(b) (Income Units): The initial holder of each Income Unit in the PUMA Trust is Macquarie Bank Limited.

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 19

2.3 Registration of Initial Unitholders

The Issuer Trustee must, as soon as practicable following the creation of the PUMA Trust, record in the Register in accordance with clause 15 of the Trust Deed, Macquarie Bank Limited as the holder of:

(a) 10 Capital Units; and

(b) 1,000 Income Units.

2.4 Beneficial Interest represented by the Income Units

The beneficial interest in the PUMA Trust represented by the Income Units is limited to the amount (if any) standing from time to time to the credit of the Account representing any then due but unpaid Income Unit Amount.

2.5 Beneficial Interest represented by the Capital Units

The beneficial interest in the PUMA Trust represented by the Capital Units is in the assets of the PUMA Trust as a whole (other than the beneficial interest in the assets represented by the Income Units) but not in any particular asset of the PUMA Trust.

2.6 Right of each Income Unitholder to payments

Each Income Unitholder has only (i) the right to receive payments of the Income Unit Amount and (ii) its rights under Clause 6 on a pari passu and rateable basis with all other Income Unitholders in accordance with this Sub-Fund Notice and only to the extent that funds are available for this purpose in accordance with this Sub-Fund Notice.

2.7 Rights of Capital Unitholder to payments

Macquarie Bank Limited, as holder of 10 Capital Units, has no right to receive any payments or distributions in respect of the Capital Units held by it other than to receive any amounts available for distribution in respect of those 10 Capital Units pari passu and rateably pursuant to Clause 5.2(g).

2.8 Capital and Income Units subject to this Sub-Fund Notice

The rights, benefits and entitlements in respect of the Capital Units and the Income Units are subject to the terms of this Sub-Fund Notice.

2.9 Restrictions on transfer

(a) (Capital Units): The Capital Units are non-transferable.

(b) (Income Units): The Income Units may be transferred at any time subject to the prior written consent of the Issuer Trustee and the Manager (which, in each case, must not be unreasonably withheld) and the giving of notification to each Current Rating Authority by the Manager.

3. ISSUE OF NOTES

3.1 Classes of Notes

(a) (Classes of Notes): Notes issued by the Issuer Trustee:

(i) on the Closing Date must be issued in one or more of the following classes:

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 20

(A) the class of Notes known as the “Class A Notes”, all of which will form a single class of Notes;

(B) the class of Notes known as the “Class B1 Notes”, all of which will form a single class of Notes; and/or

(C) the class of Notes known as the “Class B2 Notes”, all of which will form a single class of Notes; and

(ii) on the Refinancing Closing Date (if any) must be issued in one or more of the following classes:

(A) the class of Notes known as the Class A-R Notes, all of which will form a single class of Notes; and/or

(B) the class of Notes known as the Class B1-R Notes, all of which will form a single class of Notes.

All Notes will be Registered Notes issued pursuant to clause 7 of the Trust Deed.

(b) (Notification to Issuer Trustee): The Manager must determine and notify the Issuer Trustee and each Current Rating Authority in writing at least two Business Days (or such other period as the Manager and the Issuer Trustee may agree) before the Closing Date and/or any Refinancing Closing Date:

(i) the total number of notes in each Class of Notes (if any) to be issued by the Issuer Trustee on that date;

(ii) the initial principal amount of each Class of Notes (if any) to be issued by the Issuer Trustee on that date; and

(iii) the Margin for each Class of Notes (if any) to be issued by the Issuer Trustee on that date.

3.2 Issue of Notes

Subject to the satisfaction of all relevant conditions precedent in the Transaction Documents, the Issuer Trustee must:

(a) (Enter into Register): on the Closing Date, enter this Sub-Fund Notice into the Register in accordance with clause 15 of the Trust Deed; and

(b) (Issue Notes): on the direction of the Manager, issue the relevant Notes on the Closing Date and the Refinancing Closing Date as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b).

3.3 Pre-conditions to issue of Class A Notes, Class B1 Notes and Class B2 Notes

The Issuer Trustee must not issue the Class A Notes, the Class B1 Notes or the Class B2 Notes on their Issue Date until it has received:

(a) (Transaction Documents): executed original counterparts (or satisfactory evidence of the due execution by each party) of this Sub Fund Notice, the Security Trust Deed, the Redraw Facility Agreement and the Accession Deed to the Tax Sharing Deed;

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 21

(b) (Redraw Facility confirmation): written confirmation from the Redraw Facility Provider that all conditions precedent to the Redraw Facility Provider's obligations under the Redraw Facility Agreement, which can be satisfied on or prior to the Closing Date, have been satisfied;

(c) (Transfer Proposal): a Transfer Proposal from the Manager relating to the transfer of Approved Mortgages to the PUMA Trust on the Closing Date; and

(d) (Extraordinary Expenses Reserve): confirmation that the Manager has deposited an amount equal to the Required Extraordinary Expenses Reserve Amount with the Issuer Trustee in accordance with Clause 5.5(a).

3.4 Pre-conditions to issue of Class A-R Notes and Class B1-R Notes

The Issuer Trustee must not issue any Class A-R Notes or Class B1-R Notes on their Issue Date unless:

(a) (Ratings confirmation): the Manager has first advised the Issuer Trustee, after providing not less than 15 Business Days notice to each Current Rating Authority, that the issue of the relevant Refinancing Notes will not result in a downgrading, qualification or withdrawal of the rating given to any Notes by any Current Rating Authority; and

(b) (Sufficient proceeds): it has received confirmation from the Manager that the issuance of the relevant Refinancing Notes will yield sufficient proceeds to redeem all of the Class A Notes and/or the Class B1 Notes at their then Invested Amounts, together with all accrued but unpaid interest on the relevant Notes to (but excluding) the proposed date of redemption in accordance with Clause 13(c).

3.5 RBA repo eligibility

The Manager undertakes to make an application to the Reserve Bank of Australia (RBA) for the purposes of ensuring that the Class A Notes and the Class B1 Notes are accepted as "eligible securities" which may be lodged as collateral in relation to a repurchase agreement entered into with the RBA and, if that application is successful, to take such other action that the Manager may determine is commercially reasonable and in line with current market practice to maintain the "eligible securities" status of the Class A Notes or the Class B1 Notes (as the case may be).

4. PRINCIPAL AND INTEREST ON THE NOTES

4.1 Initial Invested Amount of the Notes

Each Note will have an Initial Invested Amount of A$10,000. Each Note will be issued at par value.

4.2 Payment of interest on the Notes

(a) (Period of accrual): Each Note will accrue interest from (and including) its Issue Date and will cease to accrue interest from (and including) the earlier of:

(i) the date on which the Invested Amount of that Note is reduced to zero and all accrued interest in respect of that Note is paid in full; and

(ii) the date on which the Note is deemed to be repaid in accordance with Clause 4.3(e).

(b) (Basis of accrual): Interest on each Note for each Monthly Period in relation to that Note will accrue on a daily basis at the product of the Floating Interest Rate applicable to that

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 22

Note for that Monthly Period and the Invested Amount of that Note at the close of business on the first day of that Monthly Period (after any reductions in the Invested Amount on that day) and will be calculated on the actual number of days in that Monthly Period and based on a 365 day year. Interest so calculated on a Note will be due and payable in arrears on each Monthly Payment Date.

(c) (Margins): The Margin for the:

(i) Class A Notes is:

(A) up to but excluding the Scheduled Maturity Date, the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b) (being the Class A Base Margin); and

(B) from and including the Scheduled Maturity Date, the sum of the Class A Base Margin and 0.50%;

(ii) Class A-R Notes is the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b);

(iii) Class B1 Notes is:

(A) up to but excluding the Scheduled Maturity Date, the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b) (being the Class B1 Base Margin); and

(B) from and including the Scheduled Maturity Date, the sum of the Class B1 Base Margin and 0.50%;

(iv) Class B1-R Notes is the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b); and

(v) Class B2 Notes is the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b).

4.3 Redemption of the Notes

(a) (Partial redemption): Subject to Clauses 4.3(b) and 4.3(c), the Issuer Trustee will redeem each Note on a Monthly Payment Date (either in whole or in part as the context requires) to the extent of any moneys to be applied by the Issuer Trustee pursuant to Clause 5.2.

(b) (Optional redemption by issue of new Notes): On any Monthly Payment Date falling on or after the Scheduled Maturity Date, the Issuer Trustee may, if so directed by the Manager (at the Manager's option) redeem all, but not some only, of the Class A Notes in full and/or (at the Manager's option) redeem all, but not some only, of the Class B1 Notes in full at their then Invested Amounts, together with all accrued but unpaid interest to the date of redemption by applying, in accordance with Clause 13(c), the proceeds of issue of any Class A-R Notes and/or any Class B1-R Notes issued pursuant to Clause 13(b). For the avoidance of doubt, the Manager may exercise its option to require the Issuer Trustee to redeem the Class A Notes under this Clause 4.3(b) on a particular Monthly Payment Date and to redeem the Class B1 Notes under this Clause 4.3(b) on the same or a subsequent Monthly Payment Date however the Manager may not exercise its option to require the Issuer Trustee to redeem the Class B1 Notes under this Clause 4.3(b) prior to the Class A Notes being redeemed.

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 23

The Manager must send notice of such a redemption to the relevant Noteholders not less than seven Business Days prior to the relevant Monthly Payment Date. Such a notice once given is irrevocable and binding upon the Manager.

(c) (Optional redemption – 10% call): On any Monthly Payment Date falling on or after the Call Date, the Issuer Trustee may, if so directed by the Manager (at the Manager's option) redeem all, but not some only, of the Notes in full at their then Invested Amounts, together with all accrued but unpaid interest to the date of redemption by applying, in accordance with Clause 5, the Collections available on that Monthly Payment Date (including without limitation the proceeds of a sale of the Mortgage Loan Rights to another Fund pursuant to Clause 9.2(b)). The Manager must send notice of such a redemption to the Noteholders not less than seven Business Days prior to the relevant Monthly Payment Date. Such a notice once given is irrevocable and binding upon the Manager.

(d) (Redemption on final maturity): Unless previously redeemed in full, the Issuer Trustee must, subject to this Sub-Fund Notice, redeem each Note in full at its then Invested Amount, together with all accrued but unpaid interest, on the Final Maturity Date.

(e) (Redemption upon final distribution): Upon a final distribution being made in respect of a Note under Clause 5.2 of this Sub-Fund Notice or clause 13.1 of the Security Trust Deed, that Note will thereupon be deemed to be redeemed and discharged in full and any obligation to pay any accrued but unpaid interest and any then unpaid Invested Amount or any other amounts in relation to that Note will be extinguished in full.

(f) (No repayment in excess of Stated Amount): No amount of principal will be repaid in respect of a Note in excess of the Stated Amount of that Note (other than under clause 13.1 of the Security Trust Deed).

4.4 Interest on overdue interest on the Notes

If interest is not paid in respect of a Note on the date when due and payable in accordance with this Sub-Fund Notice (but without regard to any limitation contained in this Sub-Fund Notice) that unpaid interest will in turn bear interest at the interest rate from time to time applicable to that Note until (but excluding) the date on which the unpaid interest, and interest on it, is paid in accordance with Clause 5.1.

4.5 Rounding of payments on the Notes

All payments in respect of:

(a) (Interest): interest on the Notes will be rounded to the nearest cent; and

(b) (Principal): the Invested Amount of each Note will be rounded downwards to the nearest integral multiple of A$1.

4.6 Threshold Rate

(a) On each Determination Date the Manager must calculate the Threshold Rate as at that date and notify the Issuer Trustee of that Threshold Rate on or prior to the next Monthly Payment Date.

(b) If at any time the Basis Swap terminates on or prior to its scheduled termination date and no replacement swap or other arrangements have been entered into, the Manager will, for the period commencing on the Adjustment Date in respect of that termination until the date on which a new Basis Swap (or other arrangement satisfactory to the Manager and the Issuer

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 24

Trustee and in respect of which the Manager has confirmed, after providing notice to each Current Rating Authority, that the entering into of such arrangement will not result in a downgrading, withdrawal or qualification of any rating then assigned to the Notes) is entered into, determine whether the amount of income produced by the Approved Mortgages forming part of the assets of the PUMA Trust when aggregated with any other resources available to the Issuer Trustee (including amounts payable to the Issuer Trustee under the Interest Rate Swap Agreement and any reserves (as advised by the Manager)) is sufficient to enable the Issuer Trustee to comply with all of its obligations under the Transaction Documents as they fall due. If such amount is insufficient, the Manager must procure (having regard to the date(s) on which any change to the Variable Rate may take effect and at all times acting in accordance with the PUMA Parameters and all applicable Binding Provisions) that the weighted average of the Variable Rates in respect of the Approved Mortgages forming part of the assets of the PUMA Trust rounded up to 4 decimal places is at least equal to the greater of:

(i) the Threshold Rate calculated on that Adjustment Date; or

(ii) the rate of interest which produces an amount of income which is sufficient, when aggregated with the income produced by each other Approved Mortgage then forming part of the assets of the PUMA Trust and any other resources available to the Issuer Trustee, to enable the Issuer Trustee to comply with all of its obligations under the Transaction Documents as they fall due.

4.7 Manager's undertakings in relation to Approved Mortgages with fixed rates of interest

(a) (No further fixed rate Approved Mortgages): Following the Closing Date, the Manager will not allow an Approved Mortgage held in the PUMA Trust to convert from a floating rate of interest to a fixed rate of interest, unless:

(i) (Sufficient Collections): the Manager ensures that there will be sufficient Collections from that Approved Mortgage to cover the proportional amount of fees and expenses as set out under Clauses 5.1(a) to 5.1(f) (inclusive) of this Sub-Fund Notice pertaining to that Approved Mortgage;

(ii) (Fixed rate loans): the Manager ensures that immediately following such conversion, the aggregate of the outstanding principal balance of all Approved Mortgages, which have a fixed rate of interest, then held by the PUMA Trust as a percentage of the aggregate of the outstanding principal balance of all Approved Mortgages then held by the PUMA Trust, does not exceed 30%; and

(iii) (Fixed rate swap): the Issuer Trustee and the Manager then have in place or have entered into a fixed rate swap in respect of the relevant Approved Mortgage, provided that the Manager has advised the Issuer Trustee, after providing notice to each Current Rating Authority, that this will not result in a downgrading, qualification or withdrawal of the rating given to the Notes by any Current Rating Authority.

For the avoidance of doubt and subject to Clause 4.7(b), this Clause 4.7(a) does not prevent the Manager from agreeing to extend the period for which a fixed rate of interest applies to any Approved Mortgage in the PUMA Trust which was subject to a fixed rate of interest on the Closing Date and does not limit Clause 7.11(a).

(b) (Extension of fixed rate period): The Manager may not agree to an extension of the period for which a fixed rate of interest applies to an Approved Mortgage while that Approved Mortgage remains an Asset of the PUMA Trust unless the Manager ensures that there will

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 25

be sufficient Collections from that Approved Mortgage to cover the proportionate amount of fees and expenses as set out under Clauses 5.1(a) to 5.1(f) (inclusive) of this Sub-Fund Notice pertaining to that Approved Mortgage.

4.8 No Tax Gross-up

All payments to the Noteholders in respect of the Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties or charges of whatsoever nature unless the Issuer Trustee or the Manager is required by any applicable law to make such a withholding or deduction. In that event the Issuer Trustee or the Manager (as the case may be) will, after making such withholding or deduction, account to the relevant authorities for the amount so required to be withheld or deducted. Neither the Issuer Trustee nor the Manager will be obliged to make any additional payments to the Noteholders in respect of the relevant Notes in relation to that withholding or deduction.

4.9 Manager's undertaking and indemnity in relation to ASX Listing

(a) (Application for ASX listing): The Manager may in its absolute discretion, at any time on or after the Closing Date, make an application for the Notes of any Class to be listed on the Australian Securities Exchange.

(b) (Manager's undertaking): At any time while any Class of Notes are listed on the Australian Securities Exchange, the Manager undertakes to the Issuer Trustee to:

(i) give the Issuer Trustee such directions; and

(ii) take such actions on behalf of the Issuer Trustee,

as are necessary to ensure that the Issuer Trustee complies with the ASX Listing Rules in connection with the listing of such Notes on the Australian Securities Exchange.

(c) (Indemnity): The Manager fully indemnifies the Issuer Trustee from and against any expense, loss, damage, liability, fines, forfeiture, legal fees and related costs which the Issuer Trustee may incur (whether directly or indirectly) as a consequence of a breach of Clause 4.9(b) except as a result of the fraud, negligence or wilful default of the Issuer Trustee.

5. CASHFLOWS

5.1 Order of application of the Available Income Amount on each Monthly Payment Date

On each Determination Date the Manager must determine the payments and allocations to be made on the next Monthly Payment Date by the Issuer Trustee from the Available Income Amount for the Collection Period just ended and must direct the Issuer Trustee to apply, and the Issuer Trustee must apply, the Available Income Amount in making the following payments and allocations on that Monthly Payment Date in the following order of priority:

(a) (A$10 to Income Unitholders): first, at the Manager's discretion, up to A$10 to the Income Unitholders, pari passu and rateably to be dealt with, and held by, the Income Unitholders;

(b) (Remuneration of Issuer Trustee and Security Trustee, Taxes and third party payments): second, in payment or allocation, pari passu and rateably, towards:

(i) any amounts payable by the Issuer Trustee to itself as trustee of the PUMA Trust and the Security Trustee;

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 26

(ii) any liability of the Issuer Trustee for Taxes; and

(iii) any other Fees and Expenses payable to other parties (including to the Issuer Trustee in any other capacity or the Security Trustee in any other capacity) and incurred without breach by the Issuer Trustee of the Transaction Documents to which it is a party (and for which payment has not been provided for elsewhere in this Clause 5.1),

and to provide for any such amounts expected to become due and payable by the Issuer Trustee in the Collection Period in which such Monthly Payment Date occurs;

(c) (Manager's Fees): third, in payment to the Manager towards the Manager's Fees outstanding on that Monthly Payment Date;

(d) (Interest Rate Swap payments): fourth, in or towards payment on the Monthly Payment Date of any amount due and payable to the Interest Rate Swap Provider in respect of the Interest Rate Swaps (including any termination payment due and payable by the Issuer Trustee under the Interest Rate Swaps but excluding any relevant Excluded Swap Termination Amount) (except to the extent that such amounts have been paid out of any premium received from any replacement Interest Rate Swap Provider) pursuant to the Interest Rate Swap Master Agreement;

(e) (Class A Notes, Class A-R Notes and Senior Redraw Facility interest): fifth, in payment, pari passu and rateably:

(i) if any Class A Notes remain outstanding, to the Class A Noteholders, pari passu and rateably, towards the interest (if any) due on the Class A Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class A Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4;

(ii) if any Class A-R Notes remain outstanding, to the Class A-R Noteholders, pari passu and rateably, towards the interest (if any) due on the Class A-R Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class A-R Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4; and

(iii) to the Redraw Facility Provider towards an amount not exceeding the Senior Redraw Facility Interest Amount in relation to that Monthly Payment Date to be applied to the Redraw Facility Interest in relation to that Monthly Payment Date;

(f) (Class B1 Notes and Class B1-R Notes interest): sixth, in payment, pari passu and rateably:

(i) if any Class B1 Notes remain outstanding, to the Class B1 Noteholders, pari passu and rateably, towards the interest (if any) due on the Class B1 Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class B1 Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4; and

(ii) if any Class B1-R Notes remain outstanding, to the Class B1-R Noteholders, pari passu and rateably, towards the interest (if any) due on the Class B1-R Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class B1-R Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4;

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 27

(g) (Liquidity Reserve): seventh, towards the amount (if any) by which the Required Liquidity Reserve in relation to that Monthly Payment Date exceeds the then Liquidity Reserve (after the payments and allocations referred to above) to be invested or retained in Authorised Investments in respect of the Liquidity Reserve;

(h) (Unreimbursed Principal Draw): eighth, an amount equal to the Unreimbursed Principal Draw in relation to that Determination Date will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2;

(i) (Reimbursement of Defaulted Amounts): ninth, an amount equal to the Defaulted Amount in respect of the Collection Period just ended will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on the Monthly Payment Date in accordance with Clause 5.2;

(j) (Unreimbursed Class A Charge-Offs and Class A1-R Charge-Offs): tenth, in payment pari passu and rateably of:

(i) if any Class A Notes remain outstanding, an amount equal to any Class A Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2; and

(ii) if any Class A-R Notes remain outstanding, an amount equal to any Class A-R Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2;

(k) (Unreimbursed Class B1 Charge-Offs and Class B1-R Charge-Offs): eleventh, in payment pari passu and rateably of:

(i) if any Class B1 Notes remain outstanding, an amount equal to any Class B1 Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2; and

(ii) if any Class B1-R Notes remain outstanding, an amount equal to any Class B1-R Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2;

(l) (Unreimbursed Class B2 Charge-Offs): twelfth, an amount equal to any Class B2 Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2;

(m) (Balance of Redraw Facility Interest): thirteenth, to the Redraw Facility Provider towards the balance of any Redraw Facility Interest on that Monthly Payment Date, any amounts payable in accordance with clause 8.2 of the Redraw Facility Agreement on that Monthly Payment Date and any such amounts remaining unpaid from prior Monthly Payment Dates;

(n) (Extraordinary Expenses Reserve): fourteenth, the amount (if any) by which the Required Extraordinary Expenses Reserve Amount exceeds the then Extraordinary Expenses Reserve (after any application of the Extraordinary Expenses Reserve towards Extraordinary

For

per

sona

l use

onl

y

0097430-0000064 AU:3725539.10 28

Expenses as required on that Monthly Payment Date pursuant to Clause 5.5(d)) to be allocated to the Extraordinary Expenses Reserve and held in accordance with Clause 5.5;

(o) (Class B2 Notes interest): fifteenth, in payment to the Class B2 Noteholders, pari passu and rateably, towards the interest (if any) due on the Class B2 Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class B2 Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4;

(p) (Excluded Swap Termination Amounts): sixteenth, in or towards payment pari passu and rateably of any Excluded Swap Termination Amounts due and payable by the Issuer Trustee under the Interest Rate Swap Agreement, except to the extent such amounts have been paid out of any premiums received from any relevant replacement Interest Rate Swap Provider;

(q) (Income Unitholders): finally, the balance in payment to the Income Unitholders pari passu and rateably.

5.2 Order of application of the Available Principal Amount on each Monthly Payment Date

On each Determination Date the Manager must determine the payments and allocations to be made on the next Monthly Payment Date by the Issuer Trustee from the Available Principal Amount for the Collection Period just ended and must direct the Issuer Trustee to apply, and the Issuer Trustee must apply, the Available Principal Amount in making the following payments and allocations on that Monthly Payment Date in the following order of priority:

(a) (Senior Redraw Facility Principal): first, to the Redraw Facility Provider towards an amount not exceeding the Senior Redraw Facility Principal in relation to that Monthly Payment Date to be applied towards repayment of the Redraw Facility Principal outstanding on the Business Day immediately prior to that Monthly Payment Date;

(b) (Redraws): second, towards funding