Supplemental Deed No. 14 to the Master Trust Deed for the Maxis Loans Trusts Contents 1

Deed

Supplemental Deed No. 2

to the Master Trust Deed

Superannuation Members’ Home Loans

Perpetual Limited

 

ME Portfolio Management Limited

1.1

Definitions

2

1.2

Interpretation

2

2.1

Application

2

2.2

Amendments

2

2.3

When amendments effective

3

2.4

Amendments not to affect validity, rights, obligations

4

2.5

Confirmation

4

2.6

Acknowledgement

4

2.7

Approval

4

3.1

Governing law and jurisdiction

4

3.2

Further action

4

3.3

Counterparts

5

3.4

Attorneys

5

3.5

Trustee’s limitation of liability

5

 

Supplemental Deed No. 14 to the Master Trust Deed for the Maxis

Loans Trusts

Between the parties

 

Trustee

 

ABN 86 000 431 827 of Level 12, 123 Pitt Street, Sydney, New South Wales

 

Manager

 

ABN 79 005 964 134 of Level 17, 360 Collins Street, Melbourne, Victoria

 

Background

1 The parties have entered into the Master Trust Deed.

 

2 The Trustee and Manager are respectively the trustee and manager of the trusts constituted under the Master Trust Deed.

 

3 Clause 28.1(f) of the Master Trust Deed permits the Trustee and the Manager to amend the Master Trust Deed in certain circumstances.

 

4 The parties wish to amend the Master Trust Deed in the manner set out in this deed.

 

This deed witnesses

that in consideration of, among other things, the mutual promises contained in this deed, the parties agree as set out in the Operative part of this deed.

 

Definitions and interpretation

 

 

Designated Rating Agency has the same meaning as in the Master Trust Deed.

 

Each Fund created pursuant to the Master Trust Deed after the date of this deed.

The master trust deed dated 4 July 1994 establishing the Superannuation Members’ Home Loans Trusts between the Trustee and the Manager as amended and restated from time to time.

 

Each of:

 

1 the Superannuation Members’ Home Loan Origination Fund No. 3 created on 4 June 1999;

 

2 each Future Fund; and

 

3 the Warehousing Fund.

 

 

The Supplementary Bond Terms Notice- SF2004-1P Class A and Class B Bonds in respect of the Warehousing Fund between the Trustee and the Manager dated 15 January 2004.

 

The Fund called Superannuation Members’ Home Loans Warehousing Trust 2004-1 (formerly Superannuation Members’ Home Loans Securitisation Fund 2004-1P) created on 12 January 2004.

 

Amendments to Master Trust Deed

Amending clause 10.8(a) by:

·

deleting the words “(such Mortgage and mortgage are hereinafter referred to as the “Outgoing Mortgage”)” and inserting “(such Mortgage and mortgage are hereinafter referred to as the “Outgoing Mortgage” and such Fund is hereinafter referred to as the “First Fund”);

·

after the words “Mortgages owned by” deleting the words “a Mortgage Manager” and inserting in their place “the Trustee as trustee of any other Fund created pursuant to this Master Trust Deed”;

·

deleting the words “(such Mortgage or Mortgages are hereinafter referred to as the “Substitute Mortgage”)” and inserting the words “(such Mortgage or Mortgages are hereinafter referred to as the “Substitute Mortgage” and such other Fund is hereinafter referred to as the “Second Fund”);

·

after the words “Substitute Mortgage from,” deleting the words “the Mortgage Manager” and inserting “the Trustee as trustee of the Second Fund””

In clause 10.8(a)(1) after the words “the Trustee” insert the words “of the Second Fund”;

In clause 10.8(a)(2), after the words “the Trustee” insert the words “of the First Fund”;

In clause 10.8(a)(3), after the words “as trustee of the” insert the words “Second”;

In clause 10.8(b), after the words “acquired from, the” delete the words “a Mortgage Manager” and insert the words “Trustee as trustee of the Second Fund”;

In clause 10.8(c), after the words:

·

“Transfer Date the Trustee” insert the words “of the First Fund”;

·

“been transferred to the” delete the words “Mortgage Manager” and insert the words “Trustee as trustee of the Second Fund”;

·

“is held by the Trustee as trustee of the“ insert the words “First”;

deleting the text of clause 11.5 and replacing it with “[Not Used]”;and

In clause 12.2, inserting the words “and any agreement between the Trustee, the Manager and any third party appointed to perform the role of Mortgage Manager (as defined in the Mortgage Origination and Management Agreement) under the Mortgage Origination and Management Agreement” after the words “subject to the provisions of a Mortgage Origination and Management Agreement”.

Nothing in this deed:

(1)

prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Master Trust Deed before the date of this deed; or

(2)

discharges, releases or otherwise affects any liability or obligation arising under the Master Trust Deed before the date of this deed.

Each party confirms that:

(1)

it has received a copy of a confirmation by each Designated Rating Agency that the Designated Rating Agency has received notice of the amendments in clause 2.2 in accordance with clause 12.5(b) of the Supplementary Bond Terms Notice; and

(2)

such confirmation is in terms satisfactory to that party.

Except for the Warehousing Fund, the Manager acknowledges that no consent to the amendments is required from any Designated Rating Agency or other party by reason of clauses 2.1 or 2.2.

Each party acknowledges that this deed is issued in accordance with clause 28 of the Master Trust Deed.

General

This deed is governed by the laws of New South Wales.

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

This deed may be executed in any number of counterparts.

All counterparts, taken together, constitute 1 instrument.

A party may execute this deed by signing any counterpart.

Signed sealed and delivered for

by its attorney

sign here►

/s/ Craig Cullen

Attorney

Craig Cullen

Assistant Manager

 

sign here►

/s/ Mark Dickenson

Attorney

Mark Dickenson

Senior Manager

 

in the presence of

sign here►

/s/ Andrea Ruver

Witness

Andrea Ruver

Signed sealed and delivered for

by its attorney

sign here►

/s/ Nicholas Vamvakas

Attorney

Nicholas Vamvakas

Authorised Signatory

 

in the presence of

sign here►

/s/ Paul Garvey

Witness

Paul Garvey

Manager Capital Markets