INFORMATION MEMORANDUM NATIONAL RMBS …capital.nab.com.au/docs/2006-3_IM_A-.pdf · · 2012-05-078596629_13 1 INFORMATION MEMORANDUM A$60,000,000 Class B Notes NATIONAL RMBS TRUST

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INFORMATION MEMORANDUM

A$60,000,000 Class B Notes

NATIONAL RMBS TRUST 2006-3

National Global MBS Manager Pty Ltd (ABN 36 102 668 226) (“Trust Manager”)

National Australia Bank Limited (ABN 12 004 044 937)

(“Seller”, “Servicer” and “Dealer”)

Perpetual Trustee Company Limited (ABN 42 000 001 007) as trustee of the National RMBS Trust 2006-3

(“Issuer Trustee”)

P.T Limited (ABN 67 004 454 666) (“Security Trustee”)

Definitions of defined terms used in this Information Memorandum are contained in Part 4.

Class of Notes Class B Notes

Initial Invested Amount per Note

A$100,000 but subject to a minimum

consideration of A$500,000

Issue Price 100%

Final Maturity Date October 2037

Expected ratings:

• S&P

AA

• Moody’s

Aa2

26 October 2006

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The A$ Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. The A$ Notes are being offered for sale only outside the United States in accordance with Regulation S under the Securities Act. For a description of these and certain further restrictions on offers and sales of the A$ Notes and distribution of this document, see “Subscription and Sale” below.

This Information Memorandum contains specific information relating to the A$ Notes. It is not a stand alone document, does not contain all information relating to A$ Notes and is not to be circulated independently of the Base Offering Circular (as defined below). Potential investors must familiarise themselves with the Base Offering Circular (as defined below) and the Transaction Documents, if they are considering an investment in A$ Notes.

This Information Memorandum does not relate to the Class A-1 Notes or Class A-2 Notes. Class A-1 Notes and Class A-2 Notes will not be offered in Australia in relation to their initial issue. Prospective investors should review the offering circular for information relating to the Class A-1 Notes (the “Base Offering Circular”) and the separate offering circular for information relating to the Class A-2 Notes (the “Class A-2 Offering Circular”).

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IMPORTANT NOTICE This Information Memorandum is issued in connection with, and should be read in conjunction with, the Base Offering Circular relating to the issue of Class A-1 Notes by Perpetual Trustee Company Limited in its capacity as trustee of the National RMBS Trust 2006-3 (the “Issuer Trustee”) and which Base Offering Circular forms the annexure to this Information Memorandum.

This Information Memorandum does not relate to, and is not relevant for, any other purpose than to assist the recipient to decide whether to proceed with a further investigation of the A$ Notes. It is only a summary of the terms and conditions of the A$ Notes and does not purport to contain all the information a person considering investing in the A$ Notes may require. The definitive terms and conditions of the A$ Notes and the Trust are contained in the Transaction Documents, which should be reviewed by any intending purchaser. If there is any inconsistency between this Information Memorandum and the Transaction Documents, the Transaction Documents should be regarded as containing the definitive information. A copy of the Transaction Documents may be viewed by intending purchasers at the office of the Trust Manager referred to in the directory at the back of the Base Offering Circular and at such other office as may be reasonably requested by an intending purchaser and agreed by the Trust Manager.

This Information Memorandum is not, and should not be construed as, an offer or invitation to any person to subscribe for or purchase the A$ Notes, and must not be relied upon by intending purchasers of the A$ Notes.

Terms and Definitions

Terms defined in the Base Offering Circular have the same meaning when used in this Information Memorandum. Terms used in this Information Memorandum which are not defined in the Base Offering Circular are defined in Part 4. If there is an inconsistency between a word defined in the Base Offering Circular and a word defined in this Information Memorandum, the word defined in this Information Memorandum will prevail.

Responsibility for Information

The Trust Manager has requested and authorised the distribution of this Information Memorandum, in conjunction with the Base Offering Circular and has sole responsibility for its accuracy.

None of National Australia Bank Limited (ABN 12 004 044 937) (“Seller”, “Servicer”, “Fixed Rate Swap Provider”, “Basis Swap Provider”, “Dealer”) and “Liquidity Facility Provider”), the Issuer Trustee and P.T. Limited (ABN 67 004 454 666) (“Security Trustee”) or any of their respective Related Parties or Associates (each as defined in the Corporations Act), or any external adviser to any of the foregoing makes any representation or warranty, express or implied, as to, nor assumes any responsibility or liability for, the authenticity, origin, validity, accuracy or completeness of, or any errors or omissions in, any information, statement, opinion or forecast contained in this Information Memorandum, in conjunction with the Base Offering Circular or any previous, accompanying or subsequent material or presentation.

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Except for having checked their respective names and addresses in the directory at the back of the Base Offering Circular, none of the Seller, the Servicer, the Fixed Rate Swap Provider, the Basis Swap Provider, the Liquidity Facility Provider, the Issuer Trustee, the Security Trustee or the Dealer has independently verified, authorised, been involved in the preparation of, caused the issue of, or have any responsibility for, any part of this Information Memorandum, in conjunction with the Base Offering Circular.

No recipient of this Information Memorandum, in conjunction with the Base Offering Circular can assume that any person referred to in it has conducted any investigation or due diligence concerning, or has carried out or will carry out any independent audit of, or has independently verified or will verify, the information contained in this Information Memorandum, in conjunction with the Base Offering Circular.

Preparation Date

This Information Memorandum, in conjunction with the Base Offering Circular has been prepared based on information available and facts and circumstances known to the Trust Manager as at October 3, 2006 (“Preparation Date”).

The delivery of this Information Memorandum, in conjunction with the Base Offering Circular, or any offer or issue of A$ Notes, at any time after the Preparation Date does not imply, nor should it be relied upon as a representation or warranty, that:

(a) there has been no change since the Preparation Date in the affairs or financial condition of the Trust, the Issuer Trustee, the Trust Manager or any other party named in this Information Memorandum, in conjunction with the Base Offering Circular; or

(b) the information contained in this Information Memorandum, in conjunction with the Base Offering Circular is correct at such later time.

No one undertakes to review the financial condition or affairs of the Issuer Trustee or the Trust at any time or to keep a recipient of this Information Memorandum, in conjunction with the Base Offering Circular or Noteholder informed of changes in, or matters arising or coming to their attention which may affect, anything referred to in this Information Memorandum, in conjunction with the Base Offering Circular.

Neither the Trust Manager, the Dealer nor any other person accepts any responsibility to purchasers of the A$ Notes or intending purchasers of the A$ Notes to update this Information Memorandum, in conjunction with the Base Offering Circular after the Preparation Date with regard to information or circumstances which come to its attention after the Preparation Date.

It should not be assumed that the information contained in this Information Memorandum, in conjunction with the Base Offering Circular is necessarily accurate or complete in the context of any offer to subscribe for or an invitation to subscribe for or buy any of the A$ Notes at any time after the Preparation Date, even if this Information Memorandum is circulated in conjunction with the offer or invitation.

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Authorised Material

No person is authorised to give any information or to make any representation which is not expressly contained in or consistent with this Information Memorandum, in conjunction with the Base Offering Circular and any information or representation not contained in or consistent with this Information Memorandum, in conjunction with the Base Offering Circular must not be relied upon as having been authorised by or on behalf of the Trust Manager or the Dealer.

Intending Purchasers to make Independent Investment Decision

This Information Memorandum, in conjunction with the Base Offering Circular is not intended to be, and does not constitute, a recommendation by the Seller, the Servicer, the Fixed Rate Swap Provider, the Basis Swap Provider, the Liquidity Facility Provider, the Trust Manager, the Issuer Trustee, the Security Trustee or the Dealer (together, the “Parties”) that any person subscribe for or purchase any A$ Notes. Accordingly, any person contemplating the subscription or purchase of the A$ Notes must:

(a) make their own independent investigation of:

(i) the terms of the A$ Notes, including reviewing the Transaction Documents; and

(ii) the financial condition, affairs and creditworthiness of the Trust and the Parties,

after taking all appropriate advice from qualified professional persons; and

(b) base any investment decision on the investigation and advice referred to in paragraph (a) and not on this Information Memorandum, in conjunction with the Base Offering Circular.

None of the Seller, the Servicer, the Fixed Rate Swap Provider, the Basis Swap Provider, the Liquidity Facility Provider, the Trust Manager, the Issuer Trustee, the Security Trustee or the Dealer or their respective Related Parties or Associates (each as defined in the Corporations Act) guarantees the payment or repayment of any moneys owing to Noteholders or any interest or principal in respect of the A$ Notes, nor do they make any statement (including, without limitation, any representation) with respect to income tax or other taxation consequences of any investment in or holding of A$ Notes.

Financial Services Licence Perpetual Trustee Company Limited has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act 2001 (Cth) (Australian Financial Services Licence No. 236643). Perpetual Trustee Company Limited has appointed P.T. Limited to act as its authorised representative under that licence (Authorised Representative No. 266797).

To the extent that this Information Memorandum contains financial product advice, that advice is given by National Australia Managers Limited (ABN 70 006

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437 565) (Australian Financial Services Licence No. 230631). The Trust Manager does not hold an Australian Financial Services Licence.

Offering restrictions

This Information Memorandum, in conjunction with the Base Offering Circular is not a “Product Disclosure Statement” for the purposes of Chapter 7 of the Corporations Act and is not required to be lodged with the Australian Securities and Investments Commission under the Corporations Act as each offer for the issue, and invitation to apply for the issue, and any offer for sale of, and any invitation for offers to purchase, the A$ Notes and to a person under this Information Memorandum, in conjunction with the Base Offering Circular:

(i) will be for a minimum amount payable, by each person on acceptance of the offer or application (as the case may be) of at least A$500,000 (calculated in accordance with both section 708(9) of the Corporations Act and regulation 7.1.18 of the Corporations Regulations 2001); or

(ii) does not otherwise require disclosure to investors under Part 6D.2 of the Corporations Act and is not made to a retail client for the purposes of Chapter 7 of the Corporations Act.

The distribution of this Information Memorandum, in conjunction with the Base Offering Circular and the offer or sale of A$ Notes may be restricted by law in certain jurisdictions. The Parties do not represent that this document may be lawfully distributed, or that any A$ Notes may be lawfully offered, in compliance with any application, registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering.

In particular, no action has been taken by the Parties which would permit a public offering of any A$ Notes or distribution of this Information Memorandum, in conjunction with the Base Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no A$ Notes may be offered or sold, directly or indirectly, and neither this Information Memorandum, in conjunction with the Base Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Information Memorandum, in conjunction with the Base Offering Circular or any A$ Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Information Memorandum, in conjunction with the Base Offering Circular and the offer and sale of A$ Notes in Australia, the European Economic Area, the United Kingdom, the United States of America, Hong Kong, Singapore, Japan, Korea, Luxembourg, Spain, Malaysia and China (see below “Subscription and Sale”).

Limited Recovery

The liability of the Issuer Trustee to make payments in respect of the A$ Notes is limited to its right of indemnity from the Assets of the Trust. Except in the case of, and to the extent that the Issuer Trustee’s right of indemnification against the Assets of the Trust is reduced as a result of fraud, negligence or wilful default, no

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rights may be enforced against the personal assets of the Issuer Trustee by any person and no proceedings may be brought against the Issuer Trustee except to the extent of the Issuer Trustee’s right of indemnity and reimbursement out of the Assets of the Trust. Other than in the exception previously mentioned, the personal assets of the Issuer Trustee are not available to meet payments of interest or principal on the A$ Notes.

The liability of the Issuer Trustee is limited in the manner set out in the Base Offering Circular. Furthermore, the liability of the Security Trustee is limited in the manner set out in the Base Offering Circular.

Disclosure of Interest

Each of the Trust Manager and the Dealer discloses that it and its respective Related Parties or Associates (each as defined in the Corporations Act) and their respective directors and employees:

(a) may have a pecuniary or other interest in the A$ Notes; and

(b) will receive fees, brokerage and commissions, and may act as principal, in any dealings in the A$ Notes.

This Information Memorandum contains specific information relating to the A$ Notes. It is not a stand alone document, does not contain all information relating to A$ Notes and is not to be circulated independently of the Base Offering Circular. Potential investors must familiarise themselves with the Base Offering Circular and the Transaction Documents, if they are considering an investment in A$ Notes. A$ Notes will not be registered with the US Securities and Exchange Commission or listed on the Luxembourg Stock Exchange or elsewhere.

This Information Memorandum does not relate to Class A-1 Notes or Class A-2 Notes.

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DISCLAIMERS

The A$ Notes do not represent deposits or other liabilities of National Australia Bank Limited (in its individual capacity or as Seller, Servicer, Dealer, Fixed Rate Swap Provider, Basis Swap Provider or Liquidity Facility Provider and the indirect parent of National Global MBS Manager Pty Ltd) or any other affiliates of National Australia Bank Limited.

The A$ Notes do not represent deposits or other liabilities of Perpetual Trustee Company Limited, other than in its capacity as trustee of the Trust, or any other affiliate of Perpetual Trustee Company Limited.

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

None of National Australia Bank Limited (in its individual capacity or as Seller, Servicer, Dealer, Fixed Rate Swap Provider, Basis Swap Provider or Liquidity Facility Provider), National Global MBS Manager Pty Ltd, Perpetual Trustee Company Limited (in its personal capacity or as Issuer Trustee), P.T. Limited (in its personal capacity or as security trustee) or any affiliate of the foregoing entities, in any way stands behind the value and/or performance of the A$ Notes or the Assets of the Trust, or guarantees the payment of interest or the repayment of principal due on the A$ Notes, except to the limited extent provided in the Transaction Documents for the Trust.

None of the obligations of Perpetual Trustee Company Limited, in its capacity as trustee of the Trust, or National Global MBS Manager Pty Ltd are guaranteed in any way by National Australia Bank Limited or any affiliate of National Australia Bank Limited or by Perpetual Trustee Company Limited (in its personal capacity or as trustee of any other trust), P.T. Limited (in its personal capacity or as Security Trustee or as trustee of any other trust) or any affiliate of Perpetual Trustee Company Limited. Perpetual Trustee Company Limited (in its personal capacity or as Issuer Trustee or as trustee of any other trust) and P.T. Limited (in its personal capacity or as Security Trustee) do not guarantee the success or performance of the Trust nor the repayment of capital or any particular rate of capital or income return.

A rating is not a recommendation to buy, sell or hold securities. A rating does not address the market price or sustainability of the A$ Notes for any purchaser. A rating may be subject to revision or withdrawal at any time by the rating agencies.

The ratings do 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 A$ Notes.

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

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Table of Contents

1 A$ Notes 10 1.1 Summary of issue of A$ Notes 10 1.2 General information 11 1.3 Further Information 11 1.4 Payment 13 1.5 Register of Noteholders 13 1.6 Note Transfers 16 1.7 Notices to Noteholders 19

2 Risk Factors 20 2.1 Base Offering Circular 20 2.2 Market risks 20 2.3 Relevance of Base Offering Circular 20 2.4 Risk factors incomplete 20

3 Subscription and Sale 21 3.1 Australia 21 3.2 European Economic Area 21 3.3 The United Kingdom 22 3.4 The United States of America 22 3.5 Hong Kong 23 3.6 Singapore 23 3.7 Japan 24 3.8 Korea 25 3.9 Luxembourg 25 3.10 Spain 25 3.11 Malaysia 25 3.12 China 26 3.13 General 27 3.14 Variation 27

4 Glossary 27

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1 A$ Notes This Part should be read in conjunction with, and, other than as expressly stated, is qualified in its entirety by reference to, the more detailed information which appears in the Base Offering Circular and in the Transaction Documents.

1.1 Summary of issue of A$ Notes These tables provide a summary of certain principal terms of the Notes issued in respect of the Trust. This summary is qualified by the more detailed information contained in the Base Offering Circular.

Class B Notes

Denomination

A$

Initial Invested Amount per A$ Note

A$100,000 but subject to a minimum consideration of A$500,000

Issue price

100%

Coupon frequency

Quarterly

Payment Dates

means the 20th day of each of January, April, July and October or, if the 20th day is not a Business

Day, then the next Business Day, unless that Business Day falls in the next calendar month, in which case, the Payment Date is the immediately preceding Business Day. The first Payment Date

will be 22 January 2007

A$ Note Interest Rate from the Issue Date to (but excluding) the first Call Option Date

Bank Bill Rate (3 month) + A$ Note Margin

A$ Note Interest Rate from (and including) the first Call Option Date

Bank Bill Rate (3 month) + A$ Note step-up margin

A$ Note Margin

0.23%

A$ Note step-up margin

0.46%

Order of Priority

Subordinated

Day count

Actual/365

Anticipated ratings

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Class B Notes

- S&P

AA

- Moody’s

Aa2

Final Maturity Date

October 2037

Selling restrictions

See Part 3

Governing law

Victoria

Form of A$ Notes

Registered

Listing

None

Clearance

Austraclear

1.2 General information

Cut-Off Date

3 October 2006

Issue Date

27 October 2006

Determination Date The day which is 5 Business Days prior to each Payment Date.

Call Option Date Each Payment Date commencing on or after the Payment Date on which the aggregate Outstanding Principal Balance of all Housing Loans referable to the Purchased Mortgage Loans (calculated as at the end of the immediately preceding Collection Period) is less than 10% of the aggregate Outstanding Principal Balance of all Housing Loans referable to the Purchased Mortgage Loans on the Closing Date.

1.3 Further Information

Application for A$ Notes

A$ Notes can only be applied for using the prescribed form of application, which is available from the Issuer Trustee at its offices.

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Stamp Duty

The Trust Manager has received advice that the issue or transfer of the A$ Notes will not currently attract stamp duty in any jurisdiction of Australia.

Withholding Tax and Tax File Numbers

Interest withholding tax will be deducted on payments of interest to any non-resident holder of any A$ Notes (unless derived by that non-resident in carrying on business in Australia at or through a permanent establishment in Australia) or to a resident of the Commonwealth of Australia who derives the interest income outside Australia at or through a permanent establishment outside Australia, unless the relevant A$ Notes are offered, and interest is paid from time to time, in a manner which satisfies the exemption from interest withholding tax contained in section 128F of the Tax Act.

Section 128F provides that an issue of debentures or debt interests by a company satisfies the public offer test if the issue resulted from the debentures or debt interests being offered for issue to a dealer, manager or underwriter, in relation to the placement of debentures or debt interests who, under an agreement with the company, offered the debentures for sale within 30 days:

(a) to at least 10 persons each of whom:

(i) was carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets; and

(ii) was not known, or suspected, by the company to be an associate of any of the other persons covered by this paragraph; or

(b) to at least 100 persons whom it was reasonable for the company to have regarded as either:

(i) having acquired debentures or debt interests in the past; or

(ii) being likely to be interested in acquiring debentures or debt interests; or

(c) as a result of being accepted for listing on a stock exchange, where the company had previously entered into an agreement with a dealer, manager, or underwriter, in relation to the placement of debentures or debt interests, requiring the company to seek such listing; or

(d) as a result of negotiations being initiated publicly in electronic form, or in another form, that was used by financial markets for dealing in debentures or debt interests.

Where the A$ Notes are offered to investors within 30 days in one of the abovementioned ways, the issue of the A$ Notes will satisfy the section 128F exemption from interest withholding tax.

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Even where the requirements for the application of the exemption are otherwise satisfied, the exemption will not apply where, at the time of issue, the Issuer Trustee knew or had reasonable grounds to suspect that the A$ Notes, or an interest in the A$ Notes, was being or would later be acquired, either directly or indirectly, by an Offshore Associate of the Issuer Trustee other than in the capacity of a dealer, manager or underwriter in relation to a placement of the A$ Notes or in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme. The section 128F exemption also does not apply to interest paid by the Issuer Trustee to an Offshore Associate of the Issuer Trustee if, at the time of the payment, the Issuer Trustee knows or has reasonable grounds to suspect that such person is an Offshore Associate of the Issuer Trustee other than one receiving the payment in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme.

Subject to certain statutory exceptions, tax will also be deducted from payments of interest to any Noteholder who is an Australian resident (or a non-resident that derives the payment in carrying on business at or through a permanent establishment in Australia) and who does not provide the Issuer Trustee with a tax file number, an ABN or an appropriate exemption.

If payments of interest on the A$ Notes are subject to and reduced by any applicable withholding taxes, the Issuer Trustee is not obliged to pay any additional amounts. The A$ Notes should be debt interests for the purposes of the debt/equity provisions of the Tax Act.

Noteholders and prospective Noteholders should obtain advice from their own tax advisors in relation to the tax implications of an investment in the A$ Notes.

1.4 Payment The Issuer Trustee and the Servicer will make all payments under the Supplemental Deed:

(a) in immediately available funds (unless otherwise agreed) to the account specified by the payee, in either case, by 4.00 pm (Melbourne time) on the due date;

(b) without set-off, counterclaim or other deduction; and

(c) in accordance with the Supplemental Deed.

1.5 Register of Noteholders

Register

The Issuer Trustee must, in respect of the Trust, keep an up to date Register in respect of the Trust. The Issuer Trustee must enter into the Register:

(a) the name of the Trust;

(b) the names and addresses of the Noteholders;

(c) the number of Notes held by each Noteholder;

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(d) the date on which each Noteholder was first registered in the Register;

(e) the date on which any person ceases to be a Noteholder;

(f) the class of Note issued;

(g) the A$ Note Interest Rate payable in relation to the Note;

(h) the Final Maturity Date (if applicable) in relation to the Note;

(i) the account into which any payments to a Noteholder are to be paid (if applicable);

(j) the Invested Amount and Stated Amount, if any, in relation to the Note; and

(k) any other particulars the Trust Manager and the Issuer Trustee agree are desirable or as required under the Supplemental Deed.

Issuer Trustee not liable for mistake

The Issuer Trustee is not liable for any mistake in the Register or in any purported copy except to the extent that the mistake is attributable to the Issuer Trustee’s own fraud, negligence or Wilful Default .

Trust Manager accepts correctness

The Trust Manager is entitled to accept the correctness of all information contained in the Register and is not liable to any person for any error in it.

Inspection

The Trust Manager, or Noteholders and their authorised representatives may inspect that part of the Register which relates to the Noteholder free of charge and on reasonable notice. The Issuer Trustee shall give a copy of the Register or part of it to the Trust Manager within 3 Business Days of receipt of a request from the Trust Manager.

Change in information

A Noteholder must advise the Issuer Trustee of any change to the information noted in the Register in respect of that Noteholder. Upon receipt of such advice, the Issuer Trustee must promptly update the information contained in the Register.

Closure

The Issuer Trustee from time to time may close the Register but no part of the Register may be closed for more than 30 days in aggregate in any calendar year.

Notice of other interest

Except as otherwise provided in the Supplemental Deed, no notice of any trust, whether express, implied or constructive, shall be entered in the

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Register and neither the Issuer Trustee nor the Trust Manager shall be affected by or compelled to recognise (even when having notice of it) any right or interest in any Note other than the Noteholders’ absolute right to the entirety of them and the receipt by a Noteholder shall be a good discharge to the Issuer Trustee and Trust Manager.

Information

The Trust Manager shall furnish the Issuer Trustee with such information as the Issuer Trustee may reasonably require to maintain the Register.

Closure to calculate entitlement

In order to calculate Noteholder entitlements and interest entitlements, the Register may be closed by the Issuer Trustee from 3:30 pm on such Business Day as the Trust Manager may determine from time to time (not exceeding 5 Business Days) and recommence at the commencement of business on the Business Day immediately following the day the Noteholder entitlements and any coupon or interest are payable.

Appointment of third party registrar

The Issuer Trustee, with the approval of the Trust Manager, may cause the Register to be maintained by a third party on its behalf and require that person to discharge the Issuer Trustee’s obligations under the Supplemental Deed in relation to the Register. The Issuer Trustee is not liable for any act or omission of such person provided the Issuer Trustee has taken reasonable steps to select a person competent to perform this function.

Conclusiveness of Register

An Acknowledgment is not a certificate of title as to Notes and the Register is the only conclusive evidence of title to Notes.

Worn out or lost Acknowledgment

If an Acknowledgment becomes worn out or defaced, then upon production of it to the Issuer Trustee, a replacement will be issued. If an Acknowledgment is lost or destroyed, and upon proof of this to the satisfaction of the Issuer Trustee and the provision of such indemnity as the Issuer Trustee considers adequate, a replacement Acknowledgment will be issued. A fee not exceeding $10 may also be charged by the Issuer Trustee for the new Acknowledgment if it so requires.

Rectification of Register

If:

(a) an entry is omitted from the Register;

(b) an entry is made in the Register otherwise than in accordance with the Supplemental Deed;

(c) an entry wrongly exists in the Register;

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(d) there is an error or defect in any entry in the Register; or

(e) a default is made or an unnecessary delay takes place in entering into the Register that any person has ceased to be the holder of a Note or any other information,

the Issuer Trustee may rectify the same and the Issuer Trustee is not liable for any loss, costs or liability incurred as a result of any of the foregoing occurring.

1.6 Note Transfers

Form of transfer

All transfers of Notes must be in writing in the form of the transfer as agreed between the Trust Manager and the Issuer Trustee (“Transfer Form”).

Execution of transfer

Every Transfer Form must be duly completed, duly stamped (if applicable), executed by the transferor and the transferee and delivered to the Issuer Trustee together with the Acknowledgment relating to the Notes to be transferred. The transferor is deemed to remain the owner of the Notes for all purposes until the name of the transferee is entered into the Register.

Restrictions on transfer

A Noteholder is only entitled to transfer any Notes if:

(a) the offer or invitation to the proposed transferee by the Noteholder in relation to the Notes does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act; and

(b) the transfer would not otherwise breach any restriction on transfer of the Notes contained in the Master Trust Deed or the Supplemental Deed.

Issuer Trustee may refuse to register Transfer Form

The Issuer Trustee may refuse to register any Transfer Form:

(a) if it is not duly completed, executed and stamped (if necessary);

(b) if it contravenes or fails to comply with the terms of the Supplemental Deed; or

(c) if the transfer would result in a contravention of or failure to observe the provisions of a law of a state or territory of the Commonwealth of Australia, or of the Commonwealth of Australia, or any other relevant laws.

The Issuer Trustee is not bound to give any reason for refusing to register any Transfer Form and its decision is final, conclusive and binding. If the Issuer Trustee refuses to register a Transfer Form, it must, as soon as practicable following that refusal, send to the Noteholder and to the parties seeking to

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take the transfer of the Notes notice of that refusal. The Issuer Trustee has no obligation to enquire whether a transfer of Notes complies with the restrictions in the Supplemental Deed.

Registration of transferee

Subject to the terms of the Supplemental Deed, the Issuer Trustee must upon receipt of a Transfer Form register the transferee in the Register. No fee is to be charged for the registration of any Transfer Form.

No transfer if Register closed

The Issuer Trustee may refuse to register any Transfer Form for such period as the Register is closed for any purpose.

Rights and obligations of transferee

Notes are negotiable. A transferee of Notes pursuant to the Supplemental Deed has the following rights and obligations from the time of registration:

(a) all those rights which the transferor previously had; and

(b) all those obligations of a Noteholder as provided by the Supplemental Deed as if the transferee was originally a party to it.

When transfer effective

Subject to refusal by the Issuer Trustee to register a transfer of Notes under the Supplemental Deed, and subject to immediately following condition (Transfer Form received when Register closed), a Transfer Form is deemed for the purposes of the Supplemental Deed to take effect and be registered from the beginning of the Business Day on which the Transfer Form was received by the Issuer Trustee, except that if a Transfer Form is received by the Issuer Trustee after 4.00 pm in Sydney, the Transfer Form is deemed not to be effective until the next Business Day (when the Register is open) following its receipt by the Issuer Trustee.

Transfer Form received when Register closed

Where a Transfer Form is received by the Issuer Trustee during any period when the Register is closed under the Supplemental Deed, or on any day which is not a Business Day, the Transfer Form is deemed to be effective and registered (subject to refusal by the Issuer Trustee to register a transfer) from the beginning of the first Business Day on which the Register is re-opened.

Issue of Acknowledgment

Whenever, in respect of a transfer, the Issuer Trustee is required under the Supplemental Deed to register a person as a Noteholder, the Issuer Trustee must issue by mail to the transferee (at the address stated on the Transfer Form), or arrange for the relevant Noteholder to collect from the Issuer Trustee, within 10 Business Days of such registration, an Acknowledgment to the transferee in respect of the relevant Notes and, where some, but not all, Notes held by a Noteholder have been transferred, issue a new Acknowledgment (within 10 Business Days of the registration) to the

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transferor as confirmation of the balance of the Notes registered in the name of the transferor.

Form of Acknowledgment

Acknowledgments may be engraved, lithographed or printed and must be signed, either manually, mechanically, electronically, by facsimile or by other means agreed between the Trust Manager and the Issuer Trustee, by an Authorised Person or other delegate of the Issuer Trustee.

Payments to transferee

Subject to the Supplemental Deed, upon entry of a transferee in the Register, the transferee is ipso facto entitled to receive any payments then due or which become due to the Noteholder and the Issuer Trustee is discharged for any such payment made to the transferee and, without limiting the foregoing, whether or not the entitlement to payment wholly or partly arose or accrued prior to the transfer, except that where a transfer is received after the closure of the Register as referred to in the Supplemental Deed for the purpose of determining entitlements to interest or principal, but prior to the date upon which that interest or principal is due to be paid in respect of the relevant Notes, then that interest and principal must be paid to the transferor and not the transferee.

Marked transfers

The Issuer Trustee must, unless the parties otherwise agree, provide marking services in the manner set out in the Supplemental Deed at the Issuer Trustee’s offices or the offices of a third party appointed pursuant to the Supplemental Deed in Sydney. If the Issuer Trustee or a third party is requested by a Noteholder to mark a Transfer Form, the Issuer Trustee or the third party must so mark the Transfer Form. Until a period of 90 days (or such other period as determined by the Trust Manager and the Issuer Trustee) has elapsed from the date any Transfer Form is so marked, the Issuer Trustee or any third party must not register any Transfer Form in respect of such Notes except that marked Transfer Form.

Reliance on documents

The Issuer Trustee is entitled to accept and assume the authenticity and genuineness of any Transfer Form or any other document unless the Issuer Trustee has reasonable grounds to believe that it has not been duly executed. The Issuer Trustee is not bound to enquire into the authenticity or genuineness of any Transfer Form or other document, nor incurs any liability for registering any Transfer Form which is subsequently discovered to be a forgery or otherwise defective, unless the Issuer Trustee had actual notice of such forgery or defect at the time of registration of such Transfer Form.

Specimen signatures

The Issuer Trustee may (but need not) require each Noteholder to submit specimen signatures (and, in the case of a corporation, may require those signatures to be authenticated by a secretary or director of such Noteholder) of persons authorised to execute Transfer Forms on behalf of such Noteholder

8596629_13 19

and is entitled to assume (until notified to the contrary) that such authority has not been revoked.

Persons entitled on transmission

If a Noteholder dies, the Issuer Trustee and the Trust Manager will recognise only the survivor or survivors (where the deceased was a joint holder) or the administrators (in all other cases) as having any title to the Notes registered in the name of the deceased.

Registration on transmission

A person who becomes entitled to a Note (and gives evidence of that entitlement to the Trust Manager in a form satisfactory to the Trust Manager and the Issuer Trustee) because of the death, insolvency, bankruptcy, insanity or other disability of a Noteholder is entitled to be registered as the Noteholder or to nominate some other person to be registered as the Noteholder.

Notice of election

To effect a registration under the previous condition (Registration on transmission), the person must give a written notice to the Trust Manager and the Issuer Trustee requesting the registration. If the Notes are to be registered in the name of a nominee of the person, the person must also execute a transfer of the Notes to the nominee. All the provisions of the Supplemental Deed relating to the registration of transfers apply to such a notice or transfer as if it were a transfer executed by a Noteholder.

Rights of transmittee prior to registration

A person who becomes entitled to a Note because of the death, insolvency, bankruptcy, insanity or other disability of a Noteholder is entitled to receive and may give a discharge for all money payable in respect of the Notes.

1.7 Notices to Noteholders

Notices

Any notice, request, certificate, approval, demand, consent or other communication:

(a) must be given by an Authorised Person of the relevant party;

(b) must be in writing; and

(c) must be left at the address of the addressee or sent by prepaid ordinary post to the address of the addressee or sent by facsimile to the facsimile number of the addressee, or sent by e-mail to the e-mail address of the addressee specified in the Details or as are notified by the party to the other parties as its address for service of communications pursuant to the Supplemental Deed.

8596629_13 20

Deemed Notice

A notice, request, certificate, demand, consent or other communication under the Supplemental Deed is deemed to have been received:

(a) where delivered in person, upon receipt at the relevant office;

(b) where sent by post, on the third (seventh if outside Australia) day after posting;

(c) where sent by facsimile, on production by the dispatching facsimile machine of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient; and

(d) in the case of an e-mail, on receipt by the sender of an e-mail from the recipient stating that the e-mail was delivered in its entirety and the contents and attachments of the e-mail have been received.

However, if the time of deemed receipt of any notice is not before 4.00 p.m. (local time at the address of the recipient) on a Business Day it is deemed to have been received at the commencement of business on the next following Business Day.

2 Risk Factors

2.1 Base Offering Circular See the section of the Base Offering Circular headed “Risk Factors”.

2.2 Market risks Market risks apply to A$ Notes in addition to the Class A-1 Notes and Class A-2 Notes as stated in the Base Offering Circular. That is, there is no assurance that a secondary market in the A$ Notes will develop, or if one does develop, that it will provide liquidity of investment or will continue for the life of the A$ Notes. No assurance will be given that it will be possible to effect a sale of the A$ Notes, nor can any assurance be given that if a sale were to take place, it would not be at a discount to the acquisition price or the face value of the A$ Notes.

2.3 Relevance of Base Offering Circular Not all Risk Factors in the Base Offering Circular will be relevant to domestic investors. Each potential investor should seek its own legal and financial advice before investing in any A$ Notes.

2.4 Risk factors incomplete The foregoing risk factors do not purport to be a complete explanation of all of the risks involved in investing in any A$ Notes.

8596629_13 21

3 Subscription and Sale The Dealer has, in the Dealer Agreement, agreed with the Issuer Trustee, the Trust Manager and the Seller a basis upon which it may from time to time agree to purchase the A$ Notes. The selling restrictions described below apply.

3.1 Australia No prospectus or other disclosure document in relation to the A$ Notes has been lodged with, or registered by, the Australian Securities and Investments Commission (“ASIC”). The Dealer represents, warrants and agrees that it:

(a) has not made or invited, and will not make or invite, an offer of the A$ Notes for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and

(b) has not distributed or published, and will not distribute or publish, the Information Memorandum or any other offering material or advertisement relating to the A$ Notes in Australia,

unless:

(i) the minimum aggregate consideration payable by each offeree or invitee is at least A$500,000 (disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act and is not an offer to a “retail client” under Chapter 7 of the Corporations Act, and

(ii) such action complies with all applicable laws and regulations and does not require any document to be lodged with ASIC.

3.2 European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), the Dealer represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of A$ Notes to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of A$ Notes to the public in that Relevant Member State:

(a) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those A$ Notes which has been approved by the competent authority in that Relevant Member State and/or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication;

8596629_13 22

(b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(d) at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of A$ Notes to the public” in relation to any A$ Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the A$ Notes to be offered so as to enable an investor to decide to purchase or subscribe the A$ Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

3.3 The United Kingdom The Dealer represents and agrees that:

(a) 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 Financial Services and Markets Act 2000 (UK) (“FSMA”)) received by it in connection with the issue or sale of any A$ Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer Trustee; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the A$ Notes in, from or otherwise involving the United Kingdom.

3.4 The United States of America The A$ Notes have not been and will not be registered under the Securities Act of 1933, as amended (“Securities Act”).

Terms used in the following five paragraphs have the meanings given to them by Regulation S under the Securities Act.

The A$ Notes may not be offered, sold, delivered or transferred within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.

The Dealer represents and agrees that it has offered and sold the A$ Notes and will offer and sell the A$ Notes (i) as part of their distribution at any time

8596629_13 23

and (ii) otherwise until 40 days after the completion of the distribution of the A$ Notes as determined and certified by the Lead Manager of the A$ Notes (or other person performing a similar function), only in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly, neither the Dealer, its affiliates nor any persons acting on its behalf have engaged or will engage in any directed selling efforts with respect to the A$ Notes, and the Dealer, its affiliates and any person acting on its behalf have complied and will comply with the offering restriction requirements of Regulation S.

The Dealer agrees that, at or prior to confirmation of a sale of the A$ Notes, it will have sent to each distributor to which it sells A$ Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers of sale of the A$ Notes within the United States or for the account or benefit of U.S. persons:

Until 40 days after the completion of the distribution of all A$ Notes of the Class of which those A$ Notes are a part, an offer or sale of A$ Notes within the United States by the Dealer or other distributor (whether or not participating in the offering) may violate the registration requirements of Regulation S under the Securities Act.

3.5 Hong Kong The Dealer represents and agrees that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any A$ Notes other than:

(i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance; or

(ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap.32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the A$ Notes 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 the A$ Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

3.6 Singapore The Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”) under the Securities and Futures Act (Chapter 289) of Singapore (the “Securities and Futures Act”). Accordingly, the Dealer represents and agrees that the A$ Notes have not been offered or sold and will not be offered or sold or made the subject of an

8596629_13 24

invitation for subscription or purchase nor will the Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the A$ Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than:

(a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act; or

(b) to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act; or

(c) pursuant to, and in accordance with, the conditions of, any other applicable provision of the Securities and Futures Act.

Each of the following relevant persons specified in Section 275 of the Securities and Futures Act, which has subscribed or purchased A$ Notes, namely a person who is:

(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

should note that shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the A$ Notes under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act;

(ii) where no consideration is given for the transfer; or

(iii) by operation of law.

3.7 Japan The A$ Notes have not been and will not be registered under the Securities and Exchange Law of Japan, as amended (“Securities and Exchange Law”) and the Dealer represents and agrees that it has not, directly or indirectly, offered or sold and will not offer or sell any A$ Notes directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and

8596629_13 25

otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

3.8 Korea The Dealer represents and agrees that A$ Notes have not been and will not be offered, delivered or sold directly or indirectly in Korea or to any resident of Korea or to others for re-offering or resale directly or indirectly in Korea or to any resident of Korea except as otherwise permitted under applicable Korean law and regulations.

The Dealer undertakes to ensure that any securities dealer to which it sells A$ Notes confirms that it is purchasing such A$ Notes as principal and agrees with the Dealer that it will comply with the restrictions described above.

3.9 Luxembourg The Dealer represents, warrants and agrees that it has not offered and will not offer the A$ Notes or cause the offering of the A$ Notes or contribute to the offering of the A$ Notes to the public in the Grand Duchy of Luxembourg, unless all the relevant legal and regulatory requirements have been complied with.

3.10 Spain Each Dealer represents and agrees, and each further distributor (whether or not participating in the offering) will be required to represent and agree, that A$ Notes may not be offered or sold in Spain by means of a public offer as defined and construed in Chapter I of Title III of Law 24/1988, of 28 July, of the Securities Act (as amended by Royal Decree Law 5/2005 of 11 March and related legislation. The Base Prospectus has not been registered with the CNMV (Comisión Nacional del Mercado de Valores) and therefore it is not intended for any public offer of A$ Notes in Spain.

3.11 Malaysia (a) The A$ Notes shall not be offered or sold, directly or indirectly, nor

may any document or other material in connection therewith be distributed in Malaysia other than pursuant to an offer or invitation as specified in Schedule 2 of the Securities Commission Act 1993 or prescribed by the Minister of Finance under section 38(1)(b) of the Securities Commission Act 1993.

(b) No A$ Noteholder may sell, transfer or otherwise dispose of all or any part of its legal or beneficial interest in any of the A$ Notes to any person, unless:

(i) such sale, transfer or disposition is subject to the condition that such person shall undertake to observe the restrictions set out herein, including the requirement in this paragraph (b) to impose similar restrictions on any subsequent A$ Noteholder; and

(ii) such sale, transfer or disposition shall not breach the provisions of the Securities Commission Act 1993 (as

8596629_13 26

amended from time to time) or the Exchange Control Act 1953 or any regulations or notices issued thereunder (as amended from time to time).

(c) Save as otherwise expressly authorised by applicable law, no person may issue any prospectus, circular or other offering material or make any public announcement, general solicitation or general advertising (including, without limitation, in any general advertisement, article, notice or other similar communication published by any newspaper, magazine or similar media or in any broadcast over television or radio or publicly accessible electronic screens or other such similar media) in connection with the offer, sale, purchase, resale, distribution or delivery of any of the A$ Notes, unless such material has been previously authorised and published by the Issuer for any such purpose.

(d) No person may offer or sell participation in any of the A$ Notes in any amount which is less than the face amount of those A$ Notes.

(e) No physical delivery of the A$ Notes to any persons shall be effected and no A$ Noteholder may sell, transfer or otherwise dispose of any of the A$ Notes to any person unless such sale, transfer or other disposition is subject to the condition that such A$ Notes are delivered to the central depositary.

(f) Without limitation to paragraphs (a) and (b), each A$ Noteholder will observe all applicable laws and regulations in any jurisdiction (including Malaysia) in which it may offer, sell, distribute or deliver the A$ Notes or distribute any document or other material in connection therewith.

3.12 China The Dealer represents and agrees that:

(a) it has not offered or sold and will not offer or sell in the People’s Republic of China (“PRC”) by means of any document, any A$ Note other than in full compliance with the relevant laws and regulations of the PRC including but not limited to the Securities Law of the People’s Republic of China and the Company Law of the People’s Republic of China; and

(b) it has complied and will comply with all applicable laws and regulations of the PRC with respect to anything done by it in relation to any A$ Notes in, or otherwise involving the PRC.

8596629_13 27

3.13 General No action has been taken in any jurisdiction that would permit a public offering of the A$ Notes or possession or distribution of the Information Memorandum or other offer material in any jurisdiction where action for that purpose is required

The Dealer agrees that it will not directly or indirectly purchase, offer, sell or transfer A$ Notes, or distribute or publish any Information Memorandum or other offer material in relation to the A$ Notes, in any jurisdiction except in accordance with any applicable law or directive of that jurisdiction.

Neither the Issuer Trustee nor the Dealer represents that any A$ Notes may at any time lawfully be offered, sold or transferred in compliance with any applicable law or directive in any jurisdiction, or pursuant to any exemption thereunder, or assumes any responsibility for facilitating such sale.

Persons into whose hands the Information Memorandum comes are required by the Issuer Trustee and Dealer to comply with any applicable law and directive in each jurisdiction in which they purchase, offer, sell or deliver A$ Notes or have in their possession or distribute or publish the Information Memorandum or other offering material and to obtain any authorisation required by them for the purchase, offer, sale or delivery by them of any A$ Notes under any applicable law or directive in force in any jurisdiction to which they are subject or in which they make such purchases, offers, sales or deliveries, in all cases at their own expense, and neither the Issuer Trustee nor the Dealer has responsibility for such matters.

In these selling restrictions, “directive” includes a treaty, official directive, request, regulation, guideline or policy (whether or not having the force of law) with which responsible participants in the relevant market generally comply.

3.14 Variation These selling restrictions may be modified by the agreement of the Issuer Trustee, the Trust Manager, the Seller and the Dealer following a change in or clarification of a relevant law, regulation, directive, request or guideline having the force of law or compliance which is in accordance with the practice of responsible financial institutions in the country concerned or any change in or introduction of any of them or in their interpretation or administration.

4 Glossary In this Information Memorandum:

A$ Note means a Class B Note.

A$ Note Interest Rate means, in respect of an A$ Note, a Payment Date and the Interest Period ending on (but excluding) that Payment Date, the aggregate of:

(a) the Bank Bill Rate for that Interest Period; and

8596629_13 28

(b) the A$ Note Margin for that A$ Note.

Acknowledgment means an acknowledgment in respect of a Registered Note issued (other than in bearer form) under the Master Trust Deed which must be in substantially the form of schedule 5 of the Master Trust Deed or as agreed between the Trust Manager and the Issuer Trustee.

Authorised Person means, in respect of a company, each director and secretary of that company and any other person appointed by the company to act as an Authorised Person for the purposes of the Transaction Documents and notified to the other parties (and, in the case of the Issuer Trustee or the Security Trustee (as the case may be), also includes any officer of the Issuer Trustee or the Security Trustee (as the case may be) who has the word “manager” or “counsel” or “head of” in his or her title).

Business Day means any day other than a Saturday, Sunday or public holiday on which banks are open for business in Melbourne, Sydney, New York and London provided that, in each case, the day is also a TARGET Settlement Date.

Class B Noteholder means each person who is from time to time entered in the Register as the holder of a Class B Note.

Dealer means the party identified under Schedule 1 of the Dealer Agreement.

Dealer Agreement means the Dealer Agreement entered into in October 2006 relating to the A$ Notes between the Issuer Trustee, the Trust Manager and the Dealer.

Final Maturity Date has the meaning given in Part 1.1.

Initial Invested Amount has the meaning given in Part 1.1.

Issue Date has the meaning given in Part 1.2.

Issue Price means, in respect of a Note, the subscription price for the Note.

Noteholder means the holder of one or more A$ Notes.

Offshore Associate of the Issuer Trustee means an associate (within the meaning of section 128F(9) of the Tax Act) of the Issuer Trustee that is either:

(a) a non-resident of Australia that does not acquire A$ Notes in carrying on a business at or through a permanent establishment in Australia; or

(b) a resident of Australia that acquires A$ Notes in carrying on a business at or through a permanent establishment in Australia.

Payment Date has the meaning given in Part 1.1.

Supplemental Deed means the National RMBS 2006-3 Supplemental Deed entered into in October 2006 between the Issuer Trustee, the Trust Manager, the Seller, the Servicer and the Security Trustee.

8596629_13 29

Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth), as appropriate.

8596629_13 30

Annexure

See Base Offering Circular attached.

25OCT200618275039

OFFERING CIRCULARUS$1,475,000,000 Class A-1 Notes due October 2037

NATIONAL RMBS TRUST 2006-3

National Global MBS Manager Pty Ltd (ABN 36 102 668 226)Trust Manager

National Australia Bank Limited (ABN 12 004 044 937)Seller and Servicer

Perpetual Trustee Company Limited (ABN 42 000 001 007)as trustee of the National RMBS Trust 2006-3

Issuer Trustee

The Issuer Trustee proposes to issue US$1,475,000,000 of Class A-1 Notes due October 2037 (the ‘‘Class A-1 Notes’’ and also referredto as the ‘‘US$ Notes’’). The Issuer Trustee also proposes to issue at the same time Euro 610,000,000 of Class A-2 Notes dueOctober 2037 (the ‘‘Class A-2 Notes’’ and, together with the Class A-1 Notes, the ‘‘Offshore Notes’’ or the ‘‘Class A Notes’’)) andA$60,000,000 of Class B Notes due October 2037 (the ‘‘Class B Notes’’ and, together with the Class A-1 Notes and the Class A-2Notes, the ‘‘Notes’’) which are not offered pursuant to this offering circular (the ‘‘Offering Circular’’). The Redraw Notes (if issued)will not be offered pursuant to this Offering Circular.

The Notes (including the US$ Notes) will be collateralized by a pool of Housing Loans secured by properties located in Australia.The National RMBS Trust 2006-3 will be governed by the laws of Victoria, Australia.

The US$ Notes are not deposits and neither the US$ Notes nor the underlying Housing Loans are insured or guaranteed by anygovernmental agency or instrumentality. The US$ Notes represent obligations of the Issuer Trustee in its capacity as trustee of theNational RMBS Trust 2006-3 only and do not represent obligations of or interests in, and are not guaranteed by any other entity,including the Issuer Trustee in its personal capacity. Discounts and commissions to the Initial Purchasers will be paid by the TrustManager and are not deducted from the proceeds of issue of the US$ Notes.

Application has been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the Commission de Surveillance duSecteur Financier (the ‘‘CSSF’’) in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 relating to theoffering circular for securities, for the approval of this Offering Circular for the purposes of Directive 2003/71/EC (the ‘‘ProspectusDirective’’). This Offering Circular constitutes a ‘‘prospectus’’ for the purposes of Article 5 of the Prospectus Directive. Applicationhas also been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the Luxembourg Stock Exchange for the US$Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg StockExchange. References in this Prospectus to the US$ Notes being ‘‘listed’’ (and all related references) shall mean that the US$ Noteshave been ‘‘listed’’ on the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s regulatedmarket. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Investment ServicesDirective 93/22/EEC. There can be no assurance that any such listing will be obtained. The issuance and settlement of the US$ Noteson the Closing Date is not conditioned on the listing of such US$ Notes on the Luxembourg Stock Exchange.

It is expected that the US$ Notes will, when issued, be assigned a ‘‘AAA’’ rating by Standard & Poor’s Rating Services, a division ofThe McGraw Hill Companies, Inc. (‘‘S&P’’) and ‘‘Aaa’’ rating by Moody’s Investors Service (‘‘Moody’s’’).

Investing in the US$ Notes involves risks. Prospective investors should have regard to the factors described in the section headed ‘‘RiskFactors’’ on page 41 of this Offering Circular.

Initial Invested Amount * Initial Interest Rate

Class A-1 Notes $1,475,000,000 LIBOR + 0.07%

* Approximate initial principal amount

Payments on the US$ Notes will be on quarterly payment dates, being the 20th of each January, April, July and October, or, if the20th day is not a Business Day, then the next Business Day, unless that Business Day falls in the next calendar month, in which casethe quarterly payment date will be the preceding Business Day.

The credit enhancement for the US$ Notes is described in this Offering Circular under ‘‘Summary—Structural Overview—CreditEnhancement’’. National Australia Bank Limited is acting as swap provider in respect of the interest rate swaps.

Delivery of the US$ Notes in book-entry form through The Depository Trust Company, Clearstream, Luxembourg and Euroclear willbe made on or about October 27, 2006. The US$ Notes have not been registered with the Securities and Exchange Commission or anystate securities commission.

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

THE US$ NOTES MAY NOT BE OFFERED OR SOLD (I) WITHIN THE UNITED STATES OR TO U.S. PERSONS EXCEPT TO‘‘QUALIFIED INSTITUTIONAL BUYERS’’ IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR (II) IN OFFSHORETRANSACTIONS EXCEPT TO CERTAIN PERSONS IN RELIANCE ON RULE 903 OR RULE 904 OF REGULATION S UNDERTHE SECURITIES ACT. INVESTORS ARE ADVISED THAT SELLERS OF THE US$ NOTES MAY BE RELYING ON THEEXEMPTION FROM THE SECURITIES ACT PROVIDED BY RULE 144A.

Deutsche Bank Securities CitigroupJoint Lead Managers

The date of this Offering Circular is October 25, 2006

2

AUSTRALIAN DISCLAIMERS

• The US$ Notes do not represent deposits or other liabilities of National Australia Bank Limited or associates of National Australia Bank Limited or any other person who provides a facility or service to the Issuer Trustee.

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

• None of National Australia Bank Limited, in its individual capacity and as Seller, Servicer, Custodian, Basis Swap Provider, Liquidity Facility Provider and Fixed Rate Swap Provider, Perpetual Trustee Company Limited, in its individual capacity, as Issuer Trustee, or as trustee of any trust, National Global MBS Manager Pty Ltd, as Trust Manager, Citibank, N.A., Sydney Branch and Barclays Bank PLC each as Currency Swap Provider, P.T. Limited, in its individual capacity, as Security Trustee, or as trustee of any trust, Citicorp Trustee Company Limited, as Note Trustee, Citibank, N.A., London Branch, as Principal Paying Agent, Calculation Agent and Note Registrar, Deutsche Bank Luxembourg S.A. as Luxembourg Paying Agent and Luxembourg Listing Agent, or any Initial Purchaser in any way stands behind the capital value or the performance of the Notes or the Assets of the Trust except to the limited extent, if any, provided in the Transaction Documents for the Trust.

• None of National Australia Bank Limited, in its individual capacity and as Seller, Servicer, Custodian, Basis Swap Provider, Liquidity Facility Provider and Fixed Rate Swap Provider, Perpetual Trustee Company Limited, in its individual capacity, as Issuer Trustee, or as trustee of any trust, National Global MBS Manager Pty Ltd, as Trust Manager, Citibank, N.A., Sydney Branch and Barclays Bank PLC each as Currency Swap Provider, P.T. Limited, in its individual capacity, as Security Trustee, or as trustee of any trust, Citicorp Trustee Company Limited, as Note Trustee, Citibank, N.A., London Branch, as Principal Paying Agent, Calculation Agent and Note Registrar, Deutsche Bank Luxembourg S.A. as Luxembourg Paying Agent and Luxembourg Listing Agent, or any Initial Purchaser guarantees the payment of interest or the repayment of principal due on the Notes.

• None of the obligations of Perpetual Trustee Company Limited, in its capacity as trustee of the Trust or National Global MBS Manager Pty Ltd, as Trust Manager, are guaranteed in any way by National Australia Bank Limited or any associate of National Australia Bank Limited or by Perpetual Trustee Company Limited in its personal capacity or as trustee of any other trust or by an associate of Perpetual Trustee Company Limited.

• Perpetual Trustee Company Limited (in its individual capacity or as Issuer Trustee or as trustee of any other trust) and P.T. Limited (in its individual capacity or as Security Trustee or as trustee of any other trust) have not authorized or caused the issue of this Offering Circular or made or authorized the application for admission to listing and/or trading or any offer of any notes to the public and expressly disclaims and take no responsibility for this Offering Circular (other than the section described under the heading “Important Notice”). The Issuer Trustee acts solely on instruction from the Trust Manager.

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IMPORTANT NOTICE

In this section, references to Perpetual Trustee Company Limited are to that company in its capacity as trustee of the National RMBS Trust 2006-3, and not its personal capacity or as trustee of any other trust. National Global MBS Manager Pty Ltd is responsible and liable for this Offering Circular in the United States of America (“U.S.”). Except as hereinafter set forth, National Global MBS Manager Pty Ltd accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of National Global MBS Manager Pty Ltd, which has taken all reasonable care to ensure that such is the case, the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of that information.

National Australia Bank Limited accepts responsibility for the information contained in “Description of National Australia Bank Limited and the Trust Manager—National Australia Bank Limited”, “Summary—Structural Overview—The Housing Loan Pool”, “Description of the Assets of the Trust—Other Features of the Housing Loans”, “Description of the Assets of the Trust—Details of the Housing Loan Pool” and “National Australia Bank Limited Residential Loan Program”. To the best of the knowledge and belief of National Australia Bank Limited, which has taken all reasonable care to ensure that such is the case, the information contained in those sections is in accordance with the facts and does not omit anything likely to affect the import of that information.

Perpetual Trustee Company Limited, as Issuer Trustee, accepts responsibility for the information contained in “Description of the Trustees - The Issuer Trustee” under the headings “Overview” and “Directors” and accepts responsibility for the information contained in “Description of the Trustees - The Security Trustee” under the headings “Overview” and “Directors”. To the best of the knowledge and belief of Perpetual Trustee Company Limited, which has taken all reasonable care to ensure that such is the case, the information contained in those sections is in accordance with the facts and does not omit anything likely to affect the import of that information. Perpetual Trustee Company Limited (in its individual capacity or as Issuer Trustee or as trustee of any other trust) and P.T. Limited (in its individual capacity or as security trustee or as trustee of any other trust) have not authorized or caused the issue of this Offering Circular or made or authorized the application for admission to listing and/or trading or any offer of any Notes to the public and expressly disclaim and take no responsibility for this Offering Circular (other than the sections referred to in the first sentence of this paragraph). The Issuer Trustee acts solely on instructions from the Trust Manager.

Citibank, N.A., Sydney Branch accepts responsibility for the information contained in “Description of the Notes—The Currency Swaps—Overview—Citibank, N.A., Sydney Branch”. To the best of the knowledge and belief of Citibank, N.A., Sydney Branch, which has taken all reasonable care to ensure that such is the case, the information contained in that section is in accordance with the facts and does not omit anything likely to affect the import of that information. Citibank N.A., Sydney Branch has not authorized the issue of this Offering Circular and has had no involvement in the preparation of any part of this Offering Circular (other than the section referred to in the first sentence of this paragraph).

Barclays Bank PLC accepts responsibility for the information contained in “Description of the Notes—The Currency Swaps—Overview—Barclays Bank PLC”. To the best of the knowledge and belief of Barclays Bank PLC, which has taken all reasonable care to ensure that such is the case, the information contained in that section is in accordance with the facts and does not omit anything likely to affect the import of that information. Barclays Bank PLC has not authorized the issue of this Offering Circular and has had no involvement in the preparation of any part of this Offering Circular (other than the section referred to in the first sentence of this paragraph).

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Each of Genworth Financial Mortgage Insurance Pty Ltd and PMI Mortgage Insurance Ltd as mortgage insurers, accepts responsibility for the information contained under the respective section headed by its name in “The Mortgage Insurance Policies—Description of the Mortgage Insurers”. To the best of the knowledge and belief of each mortgage insurer, each of which has taken all reasonable care to ensure that such is the case, the information contained in the relevant section is in accordance with the facts and does not omit anything likely to affect the import of that information.

The information relating to each of DTC, Euroclear and Clearstream, Luxembourg has been accurately reproduced from publicly available sources. So far as the Trust Manager is aware and is able to ascertain from information published by each of Euroclear and Clearstream, Luxembourg, no facts have been omitted which would render the reproduced information misleading.

None of National Australia Bank Limited, in its individual capacity and as Seller, Servicer, Liquidity Facility Provider, Fixed Rate Swap Provider and Basis Swap Provider, National Global MBS Manager Pty Ltd, as Trust Manager, Perpetual Trustee Company Limited, in its individual capacity and as Issuer Trustee or as trustee of any other trust, P.T. Limited, in its individual capacity and as Security Trustee or as trustee of any other trust, Citicorp Trustee Company Limited, as Note Trustee, Citibank, N.A., London Branch as Principal Paying Agent, Calculation Agent and Note Registrar, Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent, Deutsche Bank Luxembourg S.A., as Luxembourg Listing Agent, National Australia Bank Limited, as Custodian, Citibank, N.A., Sydney Branch and Barclays Bank PLC each as Currency Swap Provider, the Initial Purchasers, or Genworth Financial Mortgage Insurance Pty Ltd or PMI Mortgage Insurance Ltd as Mortgage Insurers accept any responsibility for any information contained in this Offering Circular and has not separately verified the information contained in this Offering Circular and makes no representation, warranty or undertaking, express or implied, as to the accuracy or completeness of any information contained in this Offering Circular or any other information supplied in connection with the US$ Notes except with respect to the information for which it accepts responsibility in the preceding paragraphs.

National Australia Bank Limited, in its individual capacity and as Seller, Servicer, Liquidity Facility Provider, Fixed Rate Swap Provider and Basis Swap Provider, Perpetual Trustee Company Limited, in its individual capacity and as Issuer Trustee or as trustee of any other trust, National Global MBS Manager Pty Ltd, in its individual capacity and as Trust Manager, P.T. Limited, in its individual capacity and as Security Trustee or as trustee of any other trust, Citicorp Trustee Company Limited, as Note Trustee, Citibank, N.A., London Branch as Principal Paying Agent, Calculation Agent and Note Registrar, Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent, Deutsche Bank Luxembourg S.A., as Luxembourg Listing Agent, National Australia Bank Limited, as Custodian, Citibank, N.A., Sydney Branch and Barclays Bank PLC each as Currency Swap Provider, Genworth Financial Mortgage Insurance Pty Ltd and PMI Mortgage Insurance Ltd as Mortgage Insurers and the Initial Purchasers do not recommend that any person should purchase any of the US$ Notes and do not accept any responsibility or make any representation as to the tax consequences of investing in the US$ Notes.

Each person receiving this Offering Circular 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 Offering Circular or his or her investment decisions; acknowledges that this Offering Circular and any other information supplied in connection with the US$ Notes is not intended to provide the basis of any credit or other evaluation; acknowledges that the Initial Purchasers have expressly not undertaken to review the financial condition or affairs of the Trust or any party named in the Offering Circular during the life of the US$ Notes; should make his or her own independent investigation of the Trust and the US$ Notes; and should seek its own tax, accounting and legal advice as to the consequences of investing in any of the US$ Notes.

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No person has been authorized to give any information or to make any representations other than those contained in this Offering Circular in connection with the issue or sale of the US$ Notes. If such information or representation is given or received, it must not be relied upon as having been authorized by Perpetual Trustee Company Limited or any of the Initial Purchasers.

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

• there has been no material change in the affairs of the Trust or any party named in this Offering Circular since the date of this Offering Circular or the date upon which this Offering Circular has been most recently amended or supplemented; or

• any other information supplied in connection with the US$ 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 Trustee Company Limited’s liability to make payments of interest and principal on the US$ Notes is limited to its right of indemnity from the assets of the Trust. All claims against Perpetual Trustee Company Limited in relation to the US$ Notes may only be satisfied out of the assets of the Trust and are limited in recourse to the assets of the Trust.

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 US$ 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. None of the rating agencies have been involved in the preparation of this Offering Circular.

The US$ Notes will be offered by the Initial Purchasers, subject to prior sale, if and when they are issued to and accepted by them. The Initial Purchasers reserve the right to reject an order in whole or in part and to withdraw, cancel or modify the offer without notice. Delivery of the US$ Notes in book-entry form only will be made on or about October 27, 2006.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR

A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE

REVISED STATUTES ANNOTATED (“RS.A. 421-B”) WITH THE STATE OF NEW

HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A

PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING

BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED

UNDER RS.A. 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH

FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A

SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS

PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR

RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR

TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY

PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION

INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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OFFEREE ACKNOWLEDGEMENTS

In making an investment decision, investors must rely on their own examination of the US$ Notes and the terms of the placement, including the merits and risks involved.

Each person receiving this Offering Circular acknowledges that: (i) such person has been afforded an opportunity to request and to review, and has received and reviewed, all additional information considered by it to be necessary to verify that accuracy of or to supplement the information herein; (ii) such person has not relied on any of the entities set forth in the eighth paragraph under the heading “Important Notice” above or the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with its investigation of the accuracy of such information or its investment decision; and (iii) no person has been authorized to give any information or to make any representation concerning the US$ Notes other than as contained herein and, if given or made, any such other information or representation has not been relied upon.

The Initial Purchasers reserve the right to reject any offer to purchase the US$ Notes, in whole or in part, for any reason and to sell less than the aggregate amount of US$ Notes. This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire any of the US$ Notes.

All information contained in this Offering Circular is given as of the date hereof. Neither the delivery of this Offering Circular nor any sale made in connection with it will, under any circumstances, create any implication that there has been no change in the information contained in this Offering Circular since the date hereof.

No person is authorized to give any information or to make any representation other than as contained in this Offering Circular and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of the Issuer Trustee, the Trust Manager, the Seller, the Servicer, the Liquidity Facility Provider, the Security Trustee, the Note Trustee, the Principal Paying Agent, the Note Registrar, the Calculation Agent, the Luxembourg Paying Agent, the Luxembourg Listing Agent, the Basis Swap Provider, a Currency Swap Provider, the Fixed Rate Swap Provider, the Mortgage Insurers or the Initial Purchasers.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer Trustee, the Trust Manager, the Seller, the Servicer, the Liquidity Facility Provider, the Security Trustee, the Note Trustee, the Principal Paying Agent, the Note Registrar, the Calculation Agent, the Luxembourg Paying Agent, the Luxembourg Listing Agent, the Interest Rate Swap Provider, a Currency Swap Provider, the Fixed Rate Swap Provider, the Mortgage Insurers or the Initial Purchasers (or any of them) to subscribe for or purchase any of the US$ Notes.

This Offering Circular contains summaries of certain documents, but reference is made to the actual documents (copies of which will be made available free of charge to prospective investors by the Initial Purchasers or, for so long as the US$ Notes are listed on the Luxembourg Stock Exchange, by the Luxembourg Listing Agent) for complete information with respect thereto, and all such summaries are qualified in their entirety by such reference.

Neither the Initial Purchasers nor any of their respective affiliates have independently verified any information set forth herein, assume any responsibility for such information’s accuracy or completeness, or make any representations or warranties as to the accuracy or completeness of the information contained in this Offering Circular, and nothing herein shall be deemed to constitute such a representation or

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warranty by the Initial Purchasers or their respective affiliates, or a promise or representation as to the future performance of the Housing Loans or the other related authorized assets.

Neither the delivery of this Offering Circular nor any sale made in connection with this Offering Circular shall, under any circumstances, create any implication that there has been no material change in the affairs of the Trust or any party named in this Offering Circular since the date of this Offering Circular or the date upon which this Offering Circular has been most recently amended or supplemented.

The US$ Notes are being offered pursuant to the exemptions from registration under the Securities Act described in the section of this Offering Circular entitled “Notice to Investors - Transfer Restrictions” and have not been nor will they be registered under the Securities Act, or the securities laws of any other jurisdiction. These US$ Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as described under “Notice to Investors - Transfer Restrictions” and the applicable state securities laws pursuant to registration or exemption therefrom. As a result, there can be no assurance that a meaningful secondary market for the US$ Notes will develop. See “Notice to Investors —Transfer Restrictions” and “Risk Factors—You may not be able to resell your Notes.”

The US$ Notes have not been recommended by the SEC or any state securities commission or regulatory authority. Furthermore, the foregoing authorities have not reviewed or confirmed the accuracy or determined the adequacy of this Offering Circular. Any representation to the contrary is a criminal offense.

Prospective investors should not rely on information other than that contained in this Offering Circular. In making a purchase of US$ Notes, investors will be deemed to have made their investment decision and analysis, including the merits and risks involved, and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment, based solely upon this Offering Circular and not to have relied on any other information and will also be deemed to have made the acknowledgments, representations and agreements provided under “Notice to Investors - Transfer Restrictions”.

Any investor in the US$ Notes should be able to bear the economic risk of an investment in the US$ Notes for an indefinite period of time. None of the Issuer Trustee, the Trust Manager, the Seller, the Servicer, the Liquidity Facility Provider, the Security Trustee, the Note Trustee, the Principal Paying Agent, the Note Registrar, the Luxembourg Paying Agent, the Luxembourg Listing Agent, the Basis Swap Provider, a Currency Swap Provider, the Fixed Rate Swap Provider, the Mortgage Insurers or the Initial Purchasers makes any representation to any investor in the US$ Notes regarding the legality of its investment under any applicable law.

The contents of this Offering Circular should not be construed as providing legal, business, accounting, financial or tax advice. Each prospective investor should consult its own legal, business, financial, accounting and tax advisers prior to making a decision to invest in the US$ Notes.

Application has been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 relating to the offering circular for securities, for the approval of this Offering Circular for the purposes of Directive 2003/71/EC (the “Prospectus

Directive”). Application has also been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the Luxembourg Stock Exchange for the US$ Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. References in this Prospectus to the US$ Notes being “listed” (and all related references) shall mean that

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the US$ Notes have been “listed” on the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Investment Services Directive 93/22/EEC. So long as the US$ Notes are listed on the Luxembourg Stock Exchange, listed US$ Notes will be freely transferable, subject to the selling restrictions described in this Offering Circular, and negotiable in accordance with the rules of the Luxembourg Stock Exchange.

Concurrently with the issuance of the US$ Notes, the Issuer Trustee will also issue (a) Euro denominated Class A-2 Notes and (b) Australian dollar denominated Class B Notes. A separate concurrent application has been made to the Commission de Surveillance du Secteur Financier, as competent authority under the Prospectus Directive for the offering circular relating to the Class A-2 Notes (which incorporates and supplements this Offering Circular) to be approved. A separate concurrent application has also been made to the Luxembourg Stock Exchange for the Class A-2 Notes to be admitted to trading on its regulated market. Such approval relates only to the Class A-2 Notes which are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any member state of the European Economic Area. The Class B Notes will not be listed on the Luxembourg Stock Exchange.

TO THE EXTENT NOT INCONSISTENT WITH APPLICABLE SECURITIES LAW, EACH OFFEREE OF US$ NOTES (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF SUCH OFFEREE) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION (AS DEFINED IN SECTION 1.6011-4 OF THE TREASURY REGULATIONS) AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE TAXPAYER RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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You should rely only on the information contained in this document. No one has been authorized to

provide you with any other, or different, information. 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.

No person has taken or will take any action that would permit a public offer of the US$ Notes in

any country or jurisdiction. The US$ Notes will be offered non-publicly pursuant to certain

exemptions from the Securities Act. The US$ Notes may not be offered or sold, directly or

indirectly, and neither this Offering Circular 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 distribution of this Offering Circular and

the offer or sale of the US$ Notes may be restricted in some jurisdictions. In particular, there are

restrictions on the distribution of this Offering Circular and the offer and sale of the US$ Notes in

the United Kingdom, Australia and in the U.S. You should inform yourself about and observe any

of these restrictions. For a description of further restrictions on offers and sales of the US$ Notes,

see “Plan of Distribution” and “Notice to Investors—Transfer Restrictions” in this Offering

Circular.

This Offering Circular does not and is not intended to constitute an offer to sell or a solicitation of

any offer to buy any of the US$ Notes by or on behalf of National Australia Bank Limited, National

Global MBS Manager Pty Ltd or Perpetual Trustee Company Limited in any capacity 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters contained herein are forward-looking statements within the meaning of the U.S.

Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in

this Offering Circular, including with respect to assumptions on prepayment and certain other

characteristics of the Mortgage Loans and reflect significant assumptions and subjective judgments

by the Trust Manager that may not prove to be correct. 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 Offering Circular 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 and business

conditions (especially in Australia); changes in interest rates, unemployment, the rate of inflation,

consumer perceptions of the economy and home values; and compliance with U.S. and Australian

federal and state laws, including consumer protections laws, tort laws, compliance with

governmental regulations and, in relation to the U.S., ERISA, and changes in such laws. Moreover,

past financial performance should not be considered a reliable indicator of future performance and

prospective purchasers of the US$ Notes are cautioned that any such statements are not guarantees

of performance and involve risks and uncertainties, many of which are beyond the control of the

Trust Manager. The Initial Purchasers have not attempted to verify any such statements, nor do

they make any representations, express or implied, with respect thereto. prospective purchasers

should therefore not place undue reliance on any of these forward-looking statements. Neither the

Trust Manager nor any of the Initial Purchasers assumes any obligation to update these forward-

looking statements or to update the reasons for such actual results could differ materially from

those anticipated in the forward-looking statements.

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The Trust Manager expressly disclaims any obligation or undertaking to release any updates or

revisions to any forward looking statement contained herein to reflect any change in its

expectations with regard thereto or any change in events, conditions or circumstances on which any

such statement is based.


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NOTICE TO INVESTORS—TRANSFER RESTRICTIONS

Because of the following restrictions on transfer, prospective investors are advised to consult legal counsel prior to making any resale, pledge or transfer of the US$ Notes.

Offers and Sales by the Initial Purchasers

The US$ Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons, except as described in this section and “Plan of Distribution”. The US$ Notes may only be offered and sold to (1) qualified institutional buyers or “QIBs” under Rule 144A of the Securities Act (“Rule 144A”) and (2) non-U.S. persons in reliance upon Regulation S under the Securities Act (“Regulation S”).

The US$ Notes are being offered and sold outside of the United States to non-U.S. persons in reliance on Regulation S. The Notes Purchase Agreement provides that the Initial Purchasers may directly or through their respective U.S. broker-dealer affiliates arrange for the offer and resale of US$ Notes within the United States only to QIBs.

In addition, until forty (40) days after the commencement of the offering of the US$ Notes, an offer or sale of US$ Notes within the U.S. by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

Investor Representations and Restrictions on Resale

Each purchaser of US$ Notes, by its acceptance thereof, will be deemed to have acknowledged, represented to, warranted and agreed with the Issuer Trustee, the Trust Manager, the Note Trustee and the Initial Purchasers as follows:

1) The purchaser: (A)(i) is a “QIB” (as defined in Rule 144A); (ii) is aware that the sale to it is being made in reliance on Rule 144A; and (iii) is acquiring such US$ Notes for its own account or for the account of a QIB or (B) is not a U.S. person and is purchasing such US$ Notes in an offshore transaction complying with Rule 903 and Rule 904 of Regulation S under the Securities Act.

2) The purchaser understands that the US$ Notes are being offered for resale in a transaction not involving any public offering in the U.S. within the meaning of the Securities Act. The US$ Notes have not been registered under the Securities Act or any U.S. securities laws and they are being offered for resale in transactions not requiring registration under the Securities Act.

After the initial resale of the US$ Notes by the Initial Purchasers, the US$ Notes may not be reoffered, resold, pledged or otherwise transferred except:

(i) in the U.S., to a person whom the purchaser reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A;

(ii) in an offshore transaction complying with Rule 903 and Rule 904 of Regulation S;

(iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available); or

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(iv) pursuant to an effective registration statement under the Securities Act;

and, in each case, in accordance with the requirements of the Note trust deed and all applicable U.S. state securities laws. The purchaser will, and each subsequent holder is required to, notify any subsequent purchaser from it of the resale restrictions set forth in the preceding sentence. No representation is being made as to the availability of the exemption provided by Rule 144 for resales of the US$ Notes.

3) It is not an “affiliate” (as defined in Rule 144) of the Issuer Trustee, the Trust Manager or the Note Trustee, it is not acting on their behalf and it either:

(i) is a QIB and is aware that any sale of US$ Notes to it will be made in reliance on Rule 144A;

(ii) has acquired such US$ Note in a transaction in compliance with Rule 144 or pursuant to an effective registration statement under the Securities Act; or

(iii) has acquired such US$ Note in an offshore transaction in compliance with Regulation S.

Such acquisition will be for its own account or for the account of another person to whom the previous sentence applies.

4) It is not an “associate” (as defined in Section 128F of the Income Tax Assessment Act of 1936 of Australia) of the Issuer Trustee.

5) It is relying on the information contained in this Offering Circular in making its investment decision with respect to the US$ Notes. It acknowledges that no representation or warranty is made by the Initial Purchasers as to the accuracy or completeness of such materials. It further acknowledges that none of the Issuer Trustee, the Trust Manager, the Seller, the Servicer, the Note Trustee, the Security Trustee or the Initial Purchasers or any person representing them or the Initial Purchasers has made any representation to it with respect to the Issuer Trustee, the Trust Manager or the Note Trustee or the offering or sale of any US$ Notes other than the information contained in this Offering Circular. It has had access to such financial and other information concerning the Issuer Trustee, the Trust Manager, the Seller, the Servicer, the Liquidity Facility Provider, the Security Trustee, the Basis Swap Provider, the Currency Swap Providers, the Fixed Rate Swap Provider and the Note Trustee, the Trust and the US$ Notes as it has deemed necessary in connection with its decision to purchase any of the US$ Notes, including an opportunity to ask questions of and request information from the Issuer Trustee, the Trust Manager, the Note Trustee and the Initial Purchasers.

6) The purchaser understands that, unless registered under the Securities Act (except with respect to ERISA as defined below) representations will appear on all US$ Notes as follows:

(i) each book-entry and Definitive Note will bear a legend in substantially the following form:

“THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR

13

TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

• REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”);OR (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT;

• AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT; (B) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT; (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION;

• SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN AND SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”); A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); AN ENTITY DEEMED TO HOLD “PLAN ASSETS” OF THE FOREGOING UNDER 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA; OR ANY FOREIGN OR GOVERNMENTAL PLAN SUBJECT TO ANY LAW SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR (B) ITS PURCHASE AND HOLDING OF THE NOTES WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER OR VIOLATION OF ERISA, SECTION 4975 OF THE CODE OR ANY OTHER SUBSTANTIALLY SIMILAR APPLICABLE LAW; AND

• AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE NOTE TRUST DEED UNDER WHICH THIS NOTE WAS ISSUED CONTAINS A PROVISION REQUIRING THE NOTE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.”

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(ii) each Book-Entry Note will bear a legend in substantially the following form:

“UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO CITIBANK, N.A., LONDON BRANCH OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii) each Regulation S Book-Entry Note will bear a legend in substantially the following form:

“THIS REGULATION S US$ GLOBAL NOTE IS A GLOBAL NOTE WHICH IS EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL NOTES AND DEFINITIVE NOTES SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE NOTE TRUST DEED (AS DEFINED HEREIN).”

Each purchaser of US$ Notes will be responsible for providing additional information or certifications, as may be required by the Note Trust Deed or reasonably requested by the Note Trustee, the Trust Manager, the Issuer Trustee, the Security Trustee or the Initial Purchasers, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements. Each purchaser of US$ Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells US$ Notes or possesses or distributes this Offering Circular or any part of it and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of US$ Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Note Trustee, the Trust Manager, the Issuer Trustee, the Initial Purchasers nor any of their affiliates shall have any responsibility therefor.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THIS OFFERING CIRCULAR MAY NOT BE COMMUNICATED IN THE UNITED KINGDOM OTHER THAN TO PERSONS AUTHORIZED TO CARRY ON A REGULATED ACTIVITY UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, OR OTHERWISE HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19, OR PERSONS QUALIFYING AS HIGH NET WORTH PERSONS UNDER ARTICLE 49, OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, OR TO ANY OTHER PERSON WHO OTHERWISE FALLS WITHIN AN EXEMPTION SET FORTH IN SUCH ORDER SO THAT SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 DOES NOT APPLY. NEITHER THE NOTES NOR THIS DOCUMENT IS AVAILABLE TO OTHER CATEGORIES OF PERSONS IN THE UNITED KINGDOM AND NO ONE FALLING OUTSIDE SUCH CATEGORIES IS ENTITLED TO RELY ON, AND MUST NOT ACT ON, ANY INFORMATION IN THIS DOCUMENT. THE TRANSMISSION OF THIS DOCUMENT TO (OR RELIANCE UPON BY) ANY PERSON IN THE UNITED KINGDOM OTHER THAN THE

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CATEGORIES STATED ABOVE, OR ANY PERSON TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE THIS DOCUMENT, IS UNAUTHORIZED AND MAY CONTRAVENE THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED.


16

TABLE OF CONTENTS

AUSTRALIAN DISCLAIMERS ................................................................................................................. 2

IMPORTANT NOTICE................................................................................................................................ 3

NOTICE TO NEW HAMPSHIRE RESIDENTS......................................................................................... 5

OFFEREE ACKNOWLEDGEMENTS........................................................................................................ 6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS..................................... 9

NOTICE TO INVESTORS—TRANSFER RESTRICTIONS ................................................................... 11

Offers and Sales by the Initial Purchasers ..................................................................................... 11

Investor Representations and Restrictions on Resale .................................................................... 11

NOTICE TO RESIDENTS OF THE UNITED KINGDOM ...................................................................... 14

Summary ..................................................................................................................................................... 21

Structural Diagram......................................................................................................................... 23

Summary of the Notes ................................................................................................................... 24

Structural Overview....................................................................................................................... 26

Transaction Fees ............................................................................................................................ 40

Risk Factors ................................................................................................................................................ 41

Capitalized Terms ....................................................................................................................................... 54

U.S. Dollar and Euro Presentation .............................................................................................................. 54

Description of the Trustees ......................................................................................................................... 54

The Issuer Trustee.......................................................................................................................... 54

The Security Trustee ...................................................................................................................... 59

Note Trustee................................................................................................................................... 63

Description of National Australia Bank Limited and the Trust Manager ................................................... 66

National Australia Bank Limited ................................................................................................... 66

The Trust Manager......................................................................................................................... 66

The Calculation Agent ................................................................................................................................ 69

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Description of the Trust .............................................................................................................................. 71

National Australia Bank Limited Securitization Trust Programme............................................... 71

National RMBS Trust 2006-3........................................................................................................ 71

Description of the Assets of the Trust......................................................................................................... 72

Assets of the Trust ......................................................................................................................... 72

The Housing Loans ........................................................................................................................ 72

Transfer and Assignment of the Mortgage Loans.......................................................................... 72

Representations, Warranties and Eligibility Criteria ..................................................................... 73

Breach of Representations and Warranties .................................................................................... 74

Other Features of the Housing Loans ............................................................................................ 75

Details of the Housing Loan Pool.................................................................................................. 75

National Australia Bank Limited Residential Loan Program ..................................................................... 80

Origination of the Housing Loans.................................................................................................. 80

Underwriting Process..................................................................................................................... 80

Credit and Lending Procedures...................................................................................................... 83

Features and Options; Loan Types ................................................................................................ 85

Redraw Mortgage Loans................................................................................................................ 86

The Mortgage Insurance Policies................................................................................................................ 86

General........................................................................................................................................... 86

Primary Mortgage Insurance.......................................................................................................... 87

Mortgage Pool Insurance Policy.................................................................................................... 89

Description of the Mortgage Insurers ............................................................................................ 92

Description of the Notes ............................................................................................................................. 94

General........................................................................................................................................... 94

Form of the US$ Notes .................................................................................................................. 94

Payments on the Notes................................................................................................................... 98

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Key Dates and Periods ................................................................................................................... 99

Cashflow Allocation Methodology.............................................................................................. 100

Interest on the Notes .................................................................................................................... 107

The Interest Rate Swaps............................................................................................................... 113

The Currency Swaps .................................................................................................................... 116

Withholding or Tax Deductions................................................................................................... 123

Final Redemption of the Offshore Notes ..................................................................................... 123

Part Redemption of Offshore Notes............................................................................................. 123

Call Option................................................................................................................................... 124

Redemption of the Notes for Taxation or Other Reasons ............................................................ 125

Redemption of Notes on Final Payment ...................................................................................... 126

Termination of the Trust .............................................................................................................. 126

Prescription .................................................................................................................................. 127

Voting and Consent of Noteholders............................................................................................. 127

Description of the Transaction Documents............................................................................................... 128

Trust Accounts ............................................................................................................................. 128

Amendments to Transaction Documents ..................................................................................... 128

Deed of Charge and Master Security Trust Deed ........................................................................ 131

The Servicing Agreement ............................................................................................................ 138

Custodial Undertakings................................................................................................................ 146

The Sale Agreement..................................................................................................................... 151

Notices ......................................................................................................................................... 151

Prepayment and Yield Considerations...................................................................................................... 152

General......................................................................................................................................... 152

Prepayments................................................................................................................................. 152

Weighted Average Lives.............................................................................................................. 153

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Percent of Initial Principal Amount outstanding at the following percentages of CPR............................ 156

Use of Proceeds......................................................................................................................................... 157

Legal Aspects of the Housing Loans ........................................................................................................ 157

General......................................................................................................................................... 157

Nature of Housing Loans as Security .......................................................................................... 157

Enforcement of Registered Mortgages ........................................................................................ 159

Penalties and Prohibited Fees ...................................................................................................... 160

Bankruptcy................................................................................................................................... 161

Environmental.............................................................................................................................. 161

Insolvency Considerations ........................................................................................................... 162

Tax Treatment of Interest on Australian Housing Loans............................................................. 162

Consumer Credit Legislation ....................................................................................................... 162

United States Federal Income Tax Matters.................................................................................. 163

Australian Tax Matters ................................................................................................................ 168

European Union Directive on the Taxation of Savings Income ............................................................... 173

Enforcement of Foreign Judgments in Australia ...................................................................................... 173

Exchange Controls and Limitations.......................................................................................................... 174

ERISA Considerations .............................................................................................................................. 175

Legal Investment Considerations.............................................................................................................. 176

Available Information............................................................................................................................... 177

Ratings of the Notes.................................................................................................................................. 177

Plan of Distribution................................................................................................................................... 177

Placement..................................................................................................................................... 177

Offering Restrictions.................................................................................................................... 179

General Information.................................................................................................................................. 183

Authorization ............................................................................................................................... 183

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Litigation...................................................................................................................................... 183

DTC, Euroclear and Clearstream, Luxembourg .......................................................................... 184

Listing on the Luxembourg Stock Exchange............................................................................... 184

Announcement .......................................................................................................................................... 186

Legal Matters ............................................................................................................................................ 186

GLOSSARY ............................................................................................................................................. 187

DIRECTORY............................................................................................................................................ 231

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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 Offering

Circular.

Parties to the Transaction

Trust: National RMBS Trust 2006-3

Issuer Trustee: Perpetual Trustee Company Limited (ABN 42 000 001 007) in its capacity as trustee of the National RMBS Trust 2006-3, telephone number: 612 9229 9000

Trust Manager: National Global MBS Manager Pty Ltd (ABN 36 102 668 226), Level 13, 140 William Street, Melbourne, VIC 3000, telephone number: 613 8634 8219

Note Trustee: Citicorp Trustee Company Limited

Luxembourg Listing Agent: Deutsche Bank Luxembourg S.A.

Luxembourg Paying Agent: Deutsche Bank Luxembourg S.A.

Security Trustee: P.T. Limited (ABN 67 004 454 666) in its capacity as security trustee of the National RMBS Trust 2006-3

Seller: National Australia Bank Limited (ABN 12 004 044 937)

Servicer: National Australia Bank Limited (ABN 12 004 044 937)

Custodian: National Australia Bank Limited (ABN 12 004 044 937)

Principal Paying Agent: Citibank, N.A., London Branch

Calculation Agent: Citibank, N.A., London Branch

Note Registrar: Citibank, N.A., London Branch

Residual Income Beneficiary: National Australia Bank Limited (ABN 12 004 044 937)

Initial Purchasers: Deutsche Bank Securities Inc. Citigroup Global Markets Inc.

Mortgage Insurers: Genworth Financial Mortgage Insurance Pty Ltd (ABN 60 106 974 305) PMI Mortgage Insurance Ltd (ABN 70 000 511 071)

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Liquidity Facility Provider: National Australia Bank Limited (ABN 12 004 044 937)

Fixed Rate Swap Provider: National Australia Bank Limited (ABN 12 004 044 937)

Basis Swap Provider: National Australia Bank Limited (ABN 12 004 044 937)

Currency Swap Providers: Citibank, N.A., Sydney Branch Barclays Bank PLC

Rating Agencies: Moody’s Investors Service, Inc. (“Moody’s”)Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”)


23

Structural Diagram

SELLERNational Australia

Bank

SECURITY TRUSTEE P.T. Limited

ISSUER TRUSTEEPerpetual Trustee Company Limited

MORTGAGE INSURERS

Genworth Financial Mortgage Insurance

Pty Ltd, PMI Mortgage Insurance Ltd

TRUST MANAGER

National Global MBS Manager Pty Ltd

SERVICERNational Australia

Bank Limited RESIDUAL INCOME BENEFICIARY

National Australia Bank Limited

FIXED RATE SWAP PROVIDER


BASIS SWAP PROVIDER


Class B notes

Offshore notes

NOTE TRUSTEECiticorp Trustee

Company Limited

CURRENCY SWAP PROVIDERSCitibank N.A., Sydney Branch

Barclays Bank Plc

PRINCIPAL PAYING AGENT

Citibank N.A., London Branch

CLEARING SYSTEMSThe Depository Trust Company/ Euroclear/

Clearstream, Luxembourg

US$ notesClass A-2 notes

National RMBS Trust 2006-3

Structural Diagram

Payments on the US$ notes and the Class

A-2 notes

First ranking floating charge over the assets

of the trust

Payments from the housing loans

Equitable assignment of housing loans

Payments from

Mortgage Insurance Policies

CUSTODIANNational Australia

Bank Limited

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Summary of the Notes

In addition to the US$ Notes, the Issuer Trustee will also issue Class A-2 Notes and Class B Notes collateralized by the same pool of Housing Loans. The US$ Notes, the Class A-2 Notes and the Class B Notes have not been registered in the U.S. and the Class A-2 Notes and the Class B Notes are not being offered by this Offering Circular and are described herein solely for the information of investors in the Class A-1 Notes.

Application has been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the CSSF in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 relating to the offering circular for securities, for the approval of this Offering Circular for the purposes of the Prospectus Directive. Application has also been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the Luxembourg Stock Exchange for the US$ Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. References in this Offering Circular to the US$ Notes being “listed” (and all related references) shall mean that the US$ Notes have been “listed” on the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Investment Services Directive 93/22/EEC. No application has been made to list the Class B Notes on any stock exchange.

The Class A-1 Notes and the Class A-2 Notes collectively are referred to as the “Class A Notes”. When used in this Offering Circular, the term “US$ Notes” will mean the Class A-1 Notes and the term “US$

Noteholders” will mean the holders of the US$ Notes. When used in this Offering Circular, the term “Notes” will mean the Class A Notes and the Class B Notes and the term “Noteholders” will mean the holders of the Notes.

Class A-1 Class A-2* Class B*

Aggregate Initial Invested Amount: US$1,475,000,000 €610,000,000 A$60,000,000

% of Total**: 64.5% 33.5% 2.0%

Anticipated ratings:

- S&P AAA AAA AA

- Moody’s Aaa Aaa Aa2

Interest rate up to but excluding the Call Option Date:

three-month LIBOR+ 0.07%

three month EURIBOR + 0.09%

three month Australian bank bill rate + 0.23%

Interest rate on and from the Call Option Date:

three-month LIBOR+ 0.14%

three month EURIBOR + 0.18%

three month Australia bank bill rate + 0.46%

Interest accrual method: actual/360 actual/360 actual/365

Interest Payable: On each

Payment Date On each

Payment Date On each

Payment Date

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Class A-1 Class A-2* Class B*

Payment Dates: 20th day of each January, April, July and October, or if the 20th day is not a Business Day, then the next Business Day, unless that Business Day falls in the next calendar month, in which case the Payment Date will be the preceding Business Day. The first Payment Date will be January 22nd, 2007.

Clearance/Settlement: DTC/Euroclear/ Clearstream, Luxembourg

Euroclear/Clearstream, Luxembourg

Austraclear

Cut-Off Date: Close of business October 3rd, 2006

Pricing Date: On or about October 20th, 2006

Closing Date: On or about October 27th, 2006

Final Maturity Date: The Payment Date falling in October 2037

The US$ Notes will be issued in permanent book-entry format in minimum denominations of US$100,000 and US$100,000 in excess thereof.

*The Class A-2 Notes and the Class B Notes are not offered pursuant to this Offering Circular.

**Converted to A$ using A$1 = US$0.7596 and A$1 = €0.6050


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Structural Overview

Overview

National Australia Bank Limited established the National RMBS Trust Programme pursuant to a master trust deed dated January 3, 2001 among National Global MBS Manager Pty Ltd and the Issuer Trustee. The Master Trust Deed provides the general terms and structure for securitizations under the program. A supplemental deed among Perpetual Trustee Company Limited, as Issuer Trustee, National Australia Bank Limited, as Seller and Servicer, National Global MBS Manager Pty Ltd, as Trust Manager, and P.T. Limited, as Security Trustee, will set out the specific details of the National RMBS Trust 2006-3 and the Notes, which may vary from the terms set forth in the Master Trust Deed. Each securitization under the program is a separate transaction with a separate trust. The assets of the National RMBS Trust 2006-3 will not be available to pay the obligations of any other trust, and the assets of other trusts will not be available to pay the obligations of the National RMBS Trust 2006-3. See “Description of the Trust.”

The National RMBS Trust 2006-3 involves the securitization of housing loans originated by National Australia Bank Limited or its predecessors and secured by mortgages over residential property located in Australia.

The housing loans have been originated by National Australia Bank Limited in its own name and under certain business names. References herein to National Australia Bank Limited as an originator include those housing loans originated by National Australia Bank Limited in its own name and under certain business names. National Australia Bank Limited will equitably assign the Housing Loans to the Trust, which will in turn issue the Notes to fund the acquisition of the Mortgage Loans.

The Issuer Trustee will grant a first ranking floating charge over all of the assets of the Trust under the Deed of Charge in favor of P.T. Limited, as security trustee, to secure the Issuer Trustee’s payment obligations to the

Noteholders and its other creditors. A first ranking floating charge is a first priority security interest over a class of assets, but does not attach to specific assets unless or until it crystallizes, which means it becomes a fixed charge. The charge will crystallize if, among other events, an event of default occurs under the Deed of Charge. While the charge is a floating charge, the Issuer Trustee may dispose of or create interests in the assets of the Trust in accordance with the Transaction Documents or in the ordinary course of its business. Once the floating charge crystallizes, the Issuer Trustee will no longer be able to dispose of or create interests in the assets of the Trust without the consent of the Security Trustee.

Payments of interest and principal on the Notes will come only from the Housing Loans and other assets of the Trust. 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 Trust 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 A-1 Notes and the Class A-2 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 A-1 Notes and the Class A-2 Notes. Any losses allocated to the Class A Notes will be allocated pro rata between the Class A-1 Notes and the Class A-2 Notes. The support provided by the Class B Notes is intended to enhance the likelihood that the Class A-1 Notes and the Class A-2 Notes will receive expected quarterly payments of interest and principal. The following table describes the initial support provided by the Class B Notes:

27

Classes Credit Support is

provided by

Initial Support

Percentage

Class A-1 Class A-2

Class B 2%

The initial support percentage in the preceding table is the initial invested amount of the Class B Notes, as a percentage of the housing loan pool balance as of the cut-off date.

Mortgage Insurance Policies

Mortgage insurance policies issued by, or transferred to, Genworth Financial Mortgage Insurance Pty Ltd and PMI Mortgage Insurance Ltd together will provide coverage for the balance outstanding on the Housing Loans. The mortgage insurance policies are subject to some exclusions from coverage and rights of termination which are described in “The Mortgage Insurance Policies”.

Premiums under the mortgage insurance policies issued by Genworth Financial Mortgage Insurance Pty Ltd are paid by the underlying debtors and are not paid by the Trust. Premiums under the mortgage insurance policies issued by PMI Mortgage Insurance Ltd are paid by National Australia Bank Limited. 100% of the Housing Loans in the pool are covered by the mortgage insurance policies.

Excess Interest Collections

Any interest collections on the Housing Loans remaining after payments of interest on the Notes and the Trust’s expenses will be available to cover any losses on the Housing Loans that are not covered by the mortgage insurance policies.

Liquidity Enhancement

To cover possible payment and Liquidity Shortfalls in the payment obligations of the Trust, the Issuer Trustee will have liquidity enhancement in the form of principal draws and liquidity draws.

Principal Draws

The Trust Manager must direct the Issuer Trustee to allocate principal collections on the Housing Loans to cover any payment shortfalls in the interest payment obligations of the Trust on a Payment Date.

Liquidity Draws

The Trust Manager must direct the Issuer Trustee to make a Liquidity Drawing if there is a Liquidity Shortfall on a Payment Date.

Redraws

If permitted under the terms of each variable-rate housing loan, a borrower may, at the discretion of National Australia Bank Limited, redraw previously prepaid principal. A borrower may redraw an amount equal to the difference between the scheduled principal balance of his or her loan and the current principal balance of the loan. See “National Australia Bank Limited Residential Loan Program—Redraw Mortgage Loans”. National Australia Bank Limited will be reimbursed for any redraws it advances to borrowers from principal collections on the Housing Loans to the extent they have not been previously repaid or reimbursed. See “Description of the Notes—Cashflow Allocation Methodology”.

Thus, if a redraw is funded from principal collections, the Trust will have less funds available to pay, or allocate to, principal to the Noteholders on the next Payment Date but will have a corresponding greater amount of assets with which to make future payments. The amount that National Australia Bank Limited 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.

Hedging Arrangements

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

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• a Basis Swap to hedge the basis risk between the interest rate on the Housing Loans which are subject to a discretionary variable-rate of interest and the floating rate obligations of the Trust, which includes the Issuer Trustee’s payments under a Currency Swap;

• a Fixed Rate Swap to hedge the basis risk between the interest rate on the Housing Loans which are subject to a fixed-rate of interest and the floating rate obligations of the Trust, which includes the Issuer Trustee’s payments under a Currency Swap;

• a Currency Swap to hedge the currency risk between, on one hand, a portion of the collections on the Housing Loans and the amounts received by the Issuer Trustee under the Basis Swap and the Fixed Rate Swap, which are denominated in Australian dollars, and on the other hand the obligation of the Trust to pay interest and principal on the Class A-1 Notes, which are denominated in U.S. dollars, together with the basis risk between, on the one hand, amounts received by the Issuer Trustee, in respect of interest, calculated under the Fixed Rate Swap and the Basis Swap by reference to the three month bank bill rate and, on the other hand, amounts in respect of interests calculated under the Class A-1 Notes by reference to USD LIBOR; and

• a Currency Swap to hedge the currency risk between, on one hand, a portion of the collections on the Housing Loans and the amounts received by the Issuer Trustee under the Basis Swap and the Fixed Rate Swap, which are denominated in Australian dollars, and on the other hand, the obligation of the Trust to pay interest and principal on the Class A-2 Notes, which are denominated in Euro, together with the basis risk between, on the one hand, amounts received by the Issuer Trustee,

in respect of interest, calculated under the Fixed Rate Swap and the Basis Swap by reference to the three month bank bill rate and, on the other hand, amounts in respect of interest calculated under the Class A-2 Notes by reference to EURIBOR.

Optional Redemption

The Issuer Trustee will, if the Trust Manager directs it to do so, redeem all of the Notes, on the Payment Date when the total outstanding principal balance of the Housing Loans referable to the Purchased Mortgage Loans, is equal to or less than 10% of the total initial outstanding principal balance of the Housing Loans referable to the Purchased Mortgage Loans.

If the Issuer Trustee redeems the Notes, the Noteholders will receive a payment equal to the total initial principal amount of the Notes as reduced by principal payments, or, if Noteholders owning all of the outstanding principal amount of the Notes so agree, the total initial principal amount of the Notes, as reduced by principal payments and losses allocated against the Notes, in each case together with accrued interest to, but excluding, the date of redemption.

29

The Housing Loan Pool

The housing loan pool will consist of fixed-rate and variable-rate residential housing loans secured by mortgages on owner-occupied and non-owner-occupied one-to-four family residential properties. The housing loans will have original terms to stated maturity of no more than thirty (30) years. National Australia Bank Limited expects the pool of housing loans to have characteristics similar to the following:

Selected Housing Loan Pool Data as of

Close of Business on October 3, 2006

Total Pool Size A$3,005,193,477

Number of Loans 17,191

Average Mortgage Loan Balance A$174,812

Total Valuation of the Properties A$6,278,111,441

Maximum Mortgage Loan Balance A$1,083,537

Minimum Mortgage Loan Balance A$20,038

Weighted Average Original Term to Maturity (mths) 349

Weighted Average Remaining Term to Maturity (mths) 331

Weighted Average Number of Months since Origination 17

Maximum Remaining Term to Maturity (mths) 360

Weighted Average Current Loan-to-Value Ratio 59.92%

Weighted Average Original Loan-to-Value Ratio 63.09%

Percentage of Mortgage Loans that are Fixed Rate 23.60%

Weighted Average Mortgage Rate for Variable-rate Mortgage Loans 7.335%

Weighted Average Mortgage Rate for Fixed Rate Mortgage Loans 6.693%

Percentage of Mortgage Loans that are Principle & Interest 100.00%

Percentage of Mortgage Loans that are Full Doc 100.00%

Percentage of Mortgage Loans that are Owner Occupied 85.13%

The original loan-to-value ratio of a housing loan is calculated by comparing the initial principal balance of the housing loan to the most recent valuation of the property that is currently securing the housing loan. Thus, if collateral has been released from the mortgage securing a housing loan or if the property securing

30

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.

Before the issuance of the Notes, housing loans may be added to or removed from the housing loan pool (including housing loans 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 Seller 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 above table, other than a change in the number of housing loans, the housing loan pool size or total valuation of the properties, where the change is due to adding or removing housing loans due to a fluctuation in the A$/US$ exchange rate or the A$/€ exchange rate, unless a revised offering circular is delivered to prospective investors.

The Seller will select housing loans from its pool of eligible loans based on its selection criteria. The housing loans are selected from the Seller’s general portfolio consistent with the representations and warranties set out in “Description of the Assets of the Trust—Representations, Warranties and Eligibility Criteria” in this Offering Circular.


31

Withholding Tax on Offshore Notes

Payments of principal and interest on the Offshore Notes will be reduced by any applicable withholding taxes assessed against the Trust. The Issuer Trustee is not obligated to pay any additional amounts to the Offshore Noteholders to cover any withholding taxes.

If the Commonwealth of Australia requires the withholding of amounts from payment of principal or interest to the Offshore Noteholders or if the Issuer Trustee ceases to receive the total amount of interest payable by borrowers on the housing loans due to taxes, duties, assessments or other governmental charges the Trust Manager may direct the Issuer Trustee to redeem all of the Notes. However, Offshore Noteholders owning 75% of the aggregate outstanding principal amount of the relevant Offshore Notes may direct the Issuer Trustee not to redeem the Notes. See “Description of the Notes—Redemption of the Notes for Taxation or Other Reasons.”

U.S. Tax Status

In the opinion of Sidley Austin LLP, special tax counsel for the Trust Manager, the US$ Notes will be characterized as debt for U.S. federal income tax purposes. Each US$ Noteholder, by acceptance of a US$ Note, agrees to treat the Notes as indebtedness. See “Legal Aspects of the Housing Loans—United States Federal Income Tax Matters.”

Disclosure Pursuant to IRS Circular 230

The opinion of Sidley Austin LLP referred to above was not intended or written to be used, and cannot be used, by any person (including the Trust Manager, the Seller, the Servicer, the Issuer Trustee, the Note Trustee, the Security Trustee, the Initial Purchasers or any Noteholder) for the purpose of avoiding tax penalties that may be imposed on such person. The opinion was written to support the promotion or marketing of the Notes. You should seek advice based on your particular circumstances from an independent tax advisor.

Legal Investment

The US$ 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 US$ Notes as legal investments for you. See “Legal Investment Considerations.”

ERISA Considerations

Subject to the considerations in “ERISA Considerations” in this Offering Circular, the US$ Notes will be eligible for purchase by employee benefit plans subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Investors should consult their counsel with respect to the consequences under ERISA and the Code of the plan’s acquisition and ownership of the US$ Notes.

Book-Entry Registration

Persons acquiring beneficial ownership interests in the US$ Notes will hold their US$ Notes through The Depository Trust Company in the U.S. or Clearstream, Luxembourg or Euroclear outside of the U.S. 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.

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Registration Details

The offering of the US$ Notes will not be registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended or with any state securities commission.

Listing on the Luxembourg Stock Exchange

Application has been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the CSSF in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 relating to the offering circular for securities, for the approval of this Offering Circular for the purposes of the Prospectus Directive. Application has also been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the Luxembourg Stock Exchange for the US$ Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. There can be no assurance that any such listing will be obtained. The issuance and settlement of the US$ Notes on the Closing Date is not conditioned on listing such US$ Notes on the Luxembourg Stock Exchange. See “General Information—Listing on the Luxembourg Stock Exchange” below.

Collections

The Issuer Trustee will receive for each quarterly collection period the following amounts, which are known as collections:

• payments of interest, principal and fees and prepayments of principal under the housing loans;

• proceeds from the enforcement of the housing loans and registered mortgages relating to those housing loans;

• amounts received under mortgage insurance policies;

• amounts received from the Seller, Servicer or Custodian for breaches of representations or undertakings; and

• interest on amounts in the collection account.

Collections will be allocated between available income and principal. Collections attributable to interest, less some amounts, are known as “available income”. In addition to this amount, with respect to any Payment Date, amounts retained in the collection account or invested in authorized investments on account of interest will be included in the amount available for payment. The collections attributable to principal, less some amounts, are known as “principal collections”. In addition to this amount, with respect to any Payment Date, amounts retained in the collection account or invested in authorized investments on account of the principal carryover amounts will be included in the amount available for payment.

Available income is normally used to pay fees, expenses and interest on the Notes. Principal collections are normally used to pay principal on the Notes. However, if there is not enough available income to pay, or allocate to, fees, expenses and interest on the Notes on a Payment Date, principal collections will be treated as income and applied in the income stream to pay, or allocate to, unpaid fees, expenses and interest on the Notes. If there is an excess of available income after payment of fees, expenses and interest on the Notes on subsequent Payment Dates, this excess available income will be allocated on Payment Dates, to offset and to reimburse any principal charge-offs on the Notes.

Interest on the Notes

Interest on the Notes, is payable quarterly in arrears on each Payment Date. If payments are made by the Issuer Trustee to the Principal Paying Agent after 1:00 p.m. New York time in the case of the US$ Notes (or in the case of the Class A-2 Notes, after 1:00 p.m. London time) on a Payment Date, then payments by the Principal Paying Agent to the US$ Noteholders or Class A-2 Noteholders, as applicable, will not be made on the Payment Date, but will be made on the next business day after that Payment Date.

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On each Payment Date, interest will be paid pro rata between the Class A-1 Notes and the Class A-2 Notes by reference to the relevant quarterly interest period. Interest will be paid on the Class B Notes only after the payments of interest on the Class A-1 Notes and the Class A-2 Notes are made. Interest on a Note in a class of Notes (or, in the case of any Note in book-entry form, interest on the beneficial ownership interest in a class of Notes held by each beneficial owner of such Note) is calculated for each applicable interest period as follows:

• at the interest rate for Notes of that class;

• on the aggregate principal amount of all Notes of that class at the beginning of that interest period; and

• on the basis of the actual number of days in that interest period and a year of 360 days for the Class A-1 Notes and the Class A-2 Notes or 365 days for the Class B Notes,

allocated rateably in accordance with the principal amount of such Note (or, in the case of any Note in book-entry form, the principal amount of the beneficial ownership interest in such class of Notes held by each beneficial owner of such Note).

Principal on the Notes

Principal on the Notes, will be payable on each Payment Date, to the extent of funds available to be applied for that purpose and as further described below. If funds are available, but payments are made by the Issuer Trustee to the Principal Paying Agent after 1:00 p.m. New York time in the case of the US$ Notes (or in the case of the Class A-2 Notes, after 1:00 p.m. London time) on a Payment Date, then payments by the Principal Paying Agent to the US$ Noteholders or the Class A-2 Noteholders, as applicable, will not be made on the Payment Date, but will be made on the next business day after that Payment Date.

Principal will be paid pari passu and rateably between each class of Class A Notes.

The Class B Notes will not receive any principal payments unless all of the Class A Notes have been repaid in full.

On each Payment Date the outstanding principal amount of each Note will be reduced by the amount of the principal payment made on that date on that Note, if any. On each Payment Date, the outstanding principal amount of each Note will also be reduced by the amount of principal losses on the housing loans allocated to that Note, if any. See “Description of the Notes—Cashflow Allocation Methodology—Principal Charge-Offs”. If the Deed of Charge is enforced after an event of default, the proceeds from the enforcement will be paid pro rata among the Class A-1 and the Class A-2 Notes prior to any payments to the Class B Notes.

Allocation of Cash Flows

On each Payment Date, the Issuer Trustee will allocate or pay, as applicable, principal and interest to each relevant Noteholder to the extent that there are collections received for those payments on that date. The charts on the next 7 pages summarize the flow of payments.

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Determination of Total Available Income for distribution on a Payment Date

Finance Charge Collections

Any interest and other amounts in the nature of interest or income (including any

previously capitalized interest) received in respect of any Purchased Mortgage Loan,

or any similar amount deemed by the Servicer to be in the nature of income or interest,

any Recoveries received in respect of a Purchased Mortgage Loan and any Non-

Collection Fee to be received by the Issuer Trustee on the Business Day immediately

preceding the next Payment Date, in each case received during the immediately

preceding Collection Period

+

Mortgage Insurance Interest Proceeds

Any amount received by or on behalf of the Issuer Trustee under a Mortgage Insurance

Policy and which is determined by the Trust Manager not to be in the nature of

principal, received during the immediately preceding Collection Period

+

Other Income

Any interest received on Authorised Investments during the immediately preceding

Collection Period and any other miscellaneous income received or expected to be

received by the Issuer Trustee on or before the immediately following Payment Date

+

Payments due under Fixed Rate Swap or the Basis Swap

Any net payments due to be received by the Issuer Trustee under the Fixed Rate Swap

or the Basis Swap on the next Payment Date

+

Other Amounts

All other amounts received by or on behalf of the Issuer Trustee in respect of the

Assets of the Trust in the nature of income and certain tax related amounts during the

immediately preceding Collection Period

+

Principal Draw

Principal collections on the Mortgage Loans applied as income to cover a shortfall in

Available Income to meet Required Payments in the preceding Collection Period

+

Liquidity Drawing

Any advance to be made under the Liquidity Facility Agreement to cover a shortfall in

Available Income and any Principal Draw to meet Required Payments in the preceding

Collection Period

=

Total Available Income

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Priority of Distribution of Total Available Income on a Payment Date

First, at the Trust Manager’s discretion, up to $100 to each Residual Income Unitholder.

Second, pari passu and rateably: (i) solely with respect to the first Payment Date, any Accrued

Interest Adjustment to the Seller upon the transfer of any Purchased Mortgage Loan to the Trust on the Closing Date; and

(ii) to the Seller, where Prepayment Benefits are credited to any Debtor’s account during the Collection Period immediately preceding that Payment Date, the lesser of: (A) the aggregate of all such Prepayment Benefits credited to

Debtors’ accounts in that Collection Period; and (B) any break amount actually paid by the Fixed Rate Swap

Provider to the Issuer Trustee on that Payment Date.

Third, pari passu and rateably: (i) any Taxes payable in relation to the Trust for the Collection

Period immediately preceding that Payment Date (after the application of the balance of the Tax Account towards payment of such Taxes);

(ii) the Issuer Trustee’s fee payable on that Payment Date; (iii) the Servicer’s fee payable on that Payment Date; (iv) the Trust Manager’s fee payable on that Payment Date; (v) the Security Trustee’s fee payable on that Payment Date; (vi) the Note Trustee’s fee payable on that Payment Date; (vii) the Agents’ fees payable on that Payment Date; (viii) any Enforcement Expenses incurred during the Collection Period

immediately preceding that Payment Date; and (ix) any other Expenses of the Trust incurred during the Collection

Period immediately preceding that Payment Date.

Fourth, pari passu and rateably: (i) any fees payable by the Issuer Trustee on that Payment Date

under the Liquidity Facility Agreement; (ii) any net amount payable by the Issuer Trustee on that Payment

Date under the Fixed Rate Swap (including any break costs but only to the extent the Issuer Trustee has recovered the applicable Prepayment Costs in respect of the relevant Purchased Mortgage Loan from the related Debtor or the applicable Non-Collection Fee in respect of the relevant Purchased Mortgage Loan from the Servicer); and

(iii) any net amount payable by the Issuer Trustee on that Payment Date under the Basis Swap.

Fifth, to the Liquidity Facility Provider, in reimbursement of any Liquidity Drawing made before that Payment Date.

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Sixth, pari passu and rateably: (i) to the US$ Class A-1 Currency Swap Provider, such amount of

the A$ Class A-1 Interest Amount for the Interest Period ending on (but excluding) that Payment Date as is payable to the US$ Class A-1 Currency Swap Provider on that Payment Date in accordance with the US$ Class A-1 Currency Swap and any unpaid A$ Class A-1 Interest Amounts in respect of preceding Interest Periods;

(ii) to the € Class A-2 Currency Swap Provider, such amount of the A$ Class A-2 Interest Amount for the Interest Period ending on (but excluding) the Payment Date as is payable to the € Class A-2 Currency Swap Provider on the Payment Date in accordance with the € Class A-2 Currency Swap and any unpaid A$ Class A-2 Interest Amounts in respect of the preceding Interest Periods;

(iii) the A$ Note Interest Amount for any Redraw Notes on issue for the Interest Period ending on (but excluding) that Payment Date and any unpaid A$ Note Interest Amounts for the Redraw Notes in respect of preceding Interest Periods; and

(iv) any interest payable by the Issuer Trustee under the Liquidity Facility Agreement for the Interest Period ending on (but excluding) that Payment Date and any unpaid interest in respect of preceding Interest Periods.

Seventh, the A$ Note Interest Amount for the Class B Notes for the Interest Period ending on (but excluding) that Payment Date and any unpaid A$ Note Interest Amounts for the Class B Notes in respect of preceding Interest Periods.

Eighth, to retain in the Tax Account an amount equal to the Tax Shortfall (if any) in respect of that Payment Date.

Ninth, to allocate to Principal Collections, any Principal Charge-Offs for the preceding Collection Period which are referable to the Class A Notes and the Redraw Notes (if any).

Tenth, to allocate to Principal Collections, any Carryover Principal Charge-Offs which are referable to the Class A Notes and the Redraw Notes (if any).

Eleventh, to allocate to Principal Collections, first any Principal Charge-Offs for the preceding Collection Period and then any Carryover Principal Charge-Offs which are referable to the Class B Notes.

Twelfth, to allocate to Principal Collections, any unreimbursed Principal Draw.

Thirteenth, to pay to the Fixed Rate Swap Provider any unpaid break costs under the Fixed Rate Swap.

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Fourteenth, pari passu and rateably, to pay any outstanding break costs payable by the Issuer Trustee to a Currency Swap Provider under a Currency Swap Agreement (to the extent not previously paid from any premium received from a replacement Currency Swap Provider).

Fifteenth, as to any surplus, to the Residual Income Unitholder.


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Determination of Principal Collections on a Payment Date

Collections

The Collections for the immediately preceding Collection Period.

+

Excess Available Income

Any Excess Available Income to be applied on the Payment Date towards Principal Charge-Offs, Carryover Principal Charge-Offs and reimbursement of

Principal Draws.

+

Redraw Notes

The issue proceeds of any Redraw Notes to be issued on the Payment Date.

+

Amount Received in Excess of Purchase Price

In respect of the first Determination Date only, any amount received by the Issuer Trustee upon the initial issue of Notes in excess of the Purchase Price of

Purchased Mortgage Loans.

-

Finance Charge Collections

The Finance Charge Collections as calculated on the relevant Determination Date.

-

Mortgage Insurance Interest Proceeds

Any Mortgage Insurance Interest Proceeds received during the immediately preceding Collection Period.

=Principal Collections

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Priority of Distribution of Principal Collections on a Payment Date

Redraws provided by the Seller

First, to repay or reimburse any Redraws provided by the Seller (up to and including the last day of the immediately preceding Collection Period) in relation

to the Housing Loans comprising part of the Purchased Mortgage Loans to the extent that they have not previously been repaid or reimbursed.

Principal Draw

Second, as a Principal Draw (if required) on that Payment Date.

Redraw Notes

Third, an amount equal to the Aggregate Stated Amount of the Redraw Notes to be allocated to the Redraw Note Principal to be applied on that Payment Date

pari passu to the holders of the Redraw Notes (if any).

Class A Noteholders

Fourth, to the Class A Principal to be applied on that Payment Date pari passu and rateably to the holders of the Class A Notes.

Class B Noteholders

Fifth, to the Class B Principal to be applied on that Payment Date pari passu to the holder of the Class B Notes.

Residual Capital Unitholder

Sixth, as to any surplus (if any), to the Residual Capital Unitholder.

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Transaction Fees

The principal parties involved in the issuance and administration of the Notes will be entitled to certain fees for the performance of their duties. The following table shows each party’s fee rate or other basis of calculation of their fee compensation:

Party Annual Fee Rate Explanation

Issuer Trustee Security Trustee Note Trustee

* The Trust will pay a single quarterly fee (based on a sliding scale) to the Issuer Trustee in respect of these duties to be allocated among these three trustees.

Trust Manager 0.05% The Trust Manager’s fee is calculated by multiplying the annual fee rate by the total invested amount of the Notes as of the beginning of each quarter and multiplying such product by the number of days in the interest period divided by 365.

Liquidity Facility Provider Undrawn Fee - 0.15% The Liquidity Facility Provider’s fee is a quarterly commitment fee based on the product of the undrawn portion of the Liquidity Facility Limit and the annual fee rate (and multiplying such product by the number of days in the interest period divided by 365). In addition, draws under the liquidity facility must be repaid by the Trust with interest at the Australian bank bill rate plus a specified margin.

Servicer 0.25% The Servicer’s fee is calculated by multiplying the annual fee rate by the outstanding principal balance of the Mortgage Loans as of the beginning of the quarter and multiplying such product by the number of days in the interest period divided by 365.

Mortgage Insurers Not applicable Upfront premium fee paid by National Australia Bank Limited; no fees to be paid by the Trust.

* The aggregate transaction fees expressed as an annual percentage of the balance of the Mortgage Loans is not expected to exceed approximately 0.20%. Except as described above, fees are payable quarterly from trust income prior to payment of Noteholders.

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Risk Factors

The US$ Notes are complex securities issued by a foreign entity and secured by property located in a foreign jurisdiction. You should carefully read and consider the following risk factors relating to the US$ Notes prior to deciding whether to purchase the US$ Notes. Risk factors relating to the Issuer Trustee are set out in the sections “Description of the Trustees—The Issuer Trustee—Issuer Trustee Default/Limitation of the Issuer Trustee’s Liability/No Investigation by Issuer Trustee”.

The Notes will be paid only

from the assets of the Trust

The Notes are debt obligations of the Issuer Trustee only in its capacity as trustee of the Trust. The Notes do not represent an interest in or obligation of any of the other parties to the transaction. The assets of the Trust will be the sole source of payments on the Notes. The Issuer Trustee’s other assets will not be available to make payments on the Notes unless the Issuer Trustee commits fraud, is negligent or commits an act of Wilful Default. Therefore, if the assets of the Trust are insufficient to pay the interest and principal on your Notes when due, there will be no other source from which to receive these payments and you may not get back your entire investment or the yield you expected to receive.

The ratings on the Notes

should be evaluated

independently

The security ratings of the Notes should be evaluated independently from similar ratings on other types of Notes or 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 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. None of the rating agencies have been involved in the preparation of this Offering Circular. A revision, suspension, qualification or withdrawal of the rating of the Notes may adversely affect the price of the Notes.

Investment in the Notes

may not be suitable for all

investors

The Notes are not a suitable investment for 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.

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

42

Notes. Holders will bear the risk that the timing and amount of payments on the Notes will prevent you from attaining the desired yield.

The yield to maturity on the

Notes is uncertain and may

be affected by many factors

The pre-tax yield to maturity on the Notes is uncertain and will depend on a number of factors. One such factor is the uncertain rate of return of principal. The amount of payments of principal on the Notes and the time when those payments 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.

You face an additional

possibility of loss because

the Issuer Trustee does not

hold legal title to the

housing loans

Although National Australia Bank Limited could have legally assigned the title to the housing loans to the Issuer Trustee, initially it will assign only equitable title to the housing loans to the Issuer Trustee. The housing loans will be legally assigned to the Issuer Trustee only upon the occurrence of a title perfection event, as described in “Description of the Assets of the Trust—Transfer and Assignment of the Mortgage Loans”. Because the Issuer Trustee does not hold legal title to the housing loans you will be subject to the following risks, which may lead to a failure to receive collections on the housing loans, delays in receiving the collections or losses to you:

• the Issuer Trustee’s interest in a housing loan may be impaired by the creation or existence of an equal or higher ranking security interest over the related mortgaged property created after the creation of the Issuer Trustee’s equitable interest but prior to it acquiring a legal interest in the housing loans; or

• until a borrower has notice of the assignment, that borrower is not bound to make payments under its housing loan to anyone other than the Seller. Until a borrower receives notice of the assignment, any payments the borrower makes under his or her housing loan to the Seller will validly discharge the borrower’s obligations under the borrower’s housing loan even if the Issuer Trustee does not receive the payments from the Seller.

Therefore, if the Seller does not deliver collections to the Issuer Trustee, for whatever reason, neither the Issuer Trustee nor you will have any recourse against the related borrowers for such collections and the Issuer Trustee may not be able to initiate any legal proceedings against a borrower to enforce a housing loan without the involvement of the Seller.

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The Seller and Servicer

may commingle collections

on the housing loans with

their assets

Before the Seller or the Servicer remits collections to the collection account, the collections may be commingled with the assets of the Seller or Servicer. If the Seller or the Servicer becomes insolvent, the Issuer Trustee may only be able to claim those collections as an unsecured creditor of the insolvent company. This could lead to a failure to receive the collections on the housing loans, delays in receiving the collections, or losses to you.

There is no way to predict

the actual rate and timing

of payments on the housing

loans

The rate of principal and interest payments on pools of housing loans varies among pools, and is influenced by a variety of economic, 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 U.S. and Europe, and thus will have different rates and timing of payments from housing loans in the U.S 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 Offering Circular. The rate and timing of principal and interest payments and the ability to redraw principal on the housing loans, to obtain a further advance or the election of an interest based repayment option will affect the rate and timing of payments of principal and interest on your Notes. Unexpected prepayment rates could have the following negative effects:

• if you bought your Notes for more than their face amount, the yield on your Notes will drop if principal payments occur at a faster rate than you expect; or

• 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 the housing

loans may affect the return

on your Notes

If borrowers fail to make payments of interest and principal under the housing loans when due and the credit enhancement described in this Offering Circular 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 may cause delays in

payment and losses

Substantial delays could be encountered in connection with the liquidation of a housing loan, which may lead to shortfalls in payments to you to the extent those shortfalls are not covered by a mortgage insurance policy.

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

44

you, unless the difference is covered under a mortgage insurance policy.

Unreimbursed redraws will

be paid before principal on

your Notes

Unreimbursed redraws will rank ahead of your Notes with respect to payment of principal prior to enforcement of the charge under the Deed of Charge, and you may not receive full repayment of principal on your Notes.

The Class B Notes provide

only limited protection

against losses

The amount of credit enhancement provided 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 may not be

available to cover losses on

the housing loans

The mortgage insurance policies are subject to some exclusions from coverage and rights of termination which are described in “The Mortgage Insurance Policies.” Furthermore, PMI Mortgage Insurance Ltd is acting as a mortgage insurance provider with respect to approximately 82.85% of the housing loan pool and Genworth Financial Mortgage Insurance Pty Ltd is acting as a mortgage insurance provider with respect to approximately 17.15% of the housing loan pool. The availability of funds under these mortgage insurance policies will ultimately be dependent on the financial strength of these entities. Therefore, a borrower’s payments that are expected to be covered by the mortgage insurance policies may not be covered because of these exclusions or because of financial difficulties impeding the mortgage insurer’s ability to perform its obligations. If such circumstances arise 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 your Notes

The Initial Purchasers are not required to assist 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 US$ Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or qualified under any state securities laws. The US$ Notes may not be offered or sold except to QIBs (as defined in Rule 144A under the Securities Act) or in an offshore transaction in compliance with Regulation S under the Securities Act of 1933, as amended. See “Notice to Investors—Transfer Restrictions.” As a result of these restrictions on transfer, there can be no assurance that a meaningful secondary market for the US$ Notes will develop or, if a secondary market does develop with respect to the Notes, that it will provide the related US$ Noteholders with liquidity of investment or that it will continue for the life of the US$ Notes.

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The termination of any of

the swap agreements may

subject you to losses from

interest rate or currency

fluctuations

The Issuer Trustee will exchange the interest payments from the fixed-rate housing loans for variable-rate payments, on a quarterly basis, based upon the weighted average Australian Bank Bill Rate. If the Fixed Rate Swap is terminated or the Fixed 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 Servicer on the fixed-rate housing loans, which may lead to losses to you.

The Issuer Trustee will exchange the interest payments from the variable-rate housing loans for variable-rate payments, on a quarterly basis, based upon the weighted average Australian Bank Bill Rate. If the Basis Swap is terminated, the Trust Manager will direct the Servicer to set the interest rate on the variable-rate housing loans at a rate high enough to cover the payments owed by the Trust. If the rates on the variable-rate housing loans are set above the market interest rate for similar variable-rate housing loans, the affected borrowers will have an incentive to refinance their loans with another institution, which may lead to higher rates of principal prepayment than you initially expected, which will affect the yield on your Notes.

The Issuer Trustee will receive payments from the borrowers on the housing loans and the Fixed Rate Swap and the Basis Swap providers in Australian dollars (calculated, in the case of payments by those Swap Providers, by reference to the weighted average Australian Bank Bill Rate) and make payments to US$ Noteholders in U.S. dollars and to Class A-2 Noteholders in Euros (calculated, in the case of payments of interest, by reference to LIBOR in respect of the US$ Notes and by reference to EURIBOR in respect of the Class A-2 Notes).

Under the US$ currency swap, the US$ Class A-1 Currency Swap Provider will exchange Australian dollar obligations for U.S. dollars, and in the case of interest, amounts calculated by reference to the three month bank bill rate for amounts calculated by reference to LIBOR. If the US$ Class A-1 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 you in full.

Under the Euro currency swap, the € Class A-2 Currency Swap Provider will exchange Australian dollar obligations for Euros, and in the case of interest, amounts calculated by reference to the three month bank bill rate for amounts calculated by reference to EURIBOR. If the € Class A-2 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

46

obligations, at an exchange rate that may be greater than the variable-rate of exchange in the Euro currency swap. Either occurrence may require more Australian dollars to make payments in respect of the Class A-2 Notes than would otherwise be the case if payments were being made under the Euro currency swap. Since payments on the Class A-2 Notes rank equal in priority with payments on the US$ Notes, if more Australian dollars are required to make payments on the Class A-2 Notes, there may be less Australian dollars available to make payments in respect of the US$ Notes, which could result in losses to you.

Prepayments during a

collection period may result

in you not receiving your

full interest payments

If a prepayment is received on a housing loan during a collection period, interest on the housing loan will cease to accrue on 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 allocate or pay, as applicable, you the full amount of interest due to you on the next quarterly payment date.

Payment holidays may

result in you not receiving

your full interest payments

If a borrower prepays principal on his or her loan, the borrower is not required to make any payments, including interest payments, until the outstanding principal balance of the housing loan plus unpaid interest equals the scheduled principal balance. If a significant number of borrowers take advantage of this feature at the same time and principal draws do not provide enough funds to cover the interest payments on the housing loans that are not received, the Issuer Trustee may not have sufficient funds to allocate or pay, as applicable, you the full amount of interest due on the Notes on the next quarterly payment date.

The proceeds from the

enforcement of the deed of

charge may be insufficient

to pay amounts due to you

If the Security Trustee enforces the security interest over the assets of the Trust after an event of default under the Deed of Charge, there is no assurance that the market value of the assets of the Trust will be equal to or greater than the outstanding principal and interest due on the Notes, or that the Security Trustee will be able to realize the full value of the assets of the Trust. The Issuer Trustee, the Security Trustee, the Note Trustee, the Swap Providers and Support Facility Provider will generally be entitled to receive the proceeds of any sale of the assets of the Trust, to the extent they are owed fees and expenses, before you.

Consequently, the proceeds from the sale of the assets of the Trust after an event of default under the Deed of Charge may be insufficient to pay you principal and interest in full.

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If the Trust Manager

directs the Issuer Trustee to

redeem the Notes, you

could suffer losses and the

yield on your Notes could

be lower than expected

If the Trust Manager directs the Issuer Trustee to redeem the Notes earlier than the Final Maturity Date as described in “Description of the Notes—Call Option” and principal charge-offs have occurred, Noteholders owning all of the outstanding principal amount of the Notes may consent to receiving an amount equal to the outstanding principal amount of the Notes, less principal charge-offs, plus accrued interest. As a result, you may not fully recover your investment. In addition, such redemption will result in the early retirement of your Notes, which will shorten their average lives and potentially lower the yield on your Notes.

The imposition of a

withholding tax will reduce

payments to you and may

lead to an early redemption

of the Notes

If a withholding tax is imposed on payments of interest on your Notes, you will not be entitled to receive grossed-up amounts to compensate for such withholding tax. Thus, you will receive less interest than is scheduled to be paid on your Notes. If an optional redemption of the Notes affected by a withholding tax is exercised, you may not be able to reinvest the redemption payments at a comparable interest rate.

National Australia Bank

Limited’s ability to set the

interest rate on variable-

rate housing loans may lead

to increased delinquencies

or prepayments

The interest rates on the variable-rate housing loans are not tied to an objective interest rate index, but are set at the sole discretion of National Australia Bank Limited. If National Australia Bank Limited 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 prepayment than you expected and affect the yield on your Notes.

The features of the housing

loans may change, which

could affect the timing and

amount of payments to you

The features of the housing loans, including their interest rates, may be changed by National Australia Bank Limited, either on its own initiative or at a borrower’s request. Some of these changes may include the addition of newly developed features which are not described in this Offering Circular. As a result of these changes and borrower 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.

If National Australia Bank Limited changes the features of the housing loans, borrowers may elect to refinance their loan with another lender to obtain more favorable features. In addition, the housing loans included in the Trust are not permitted to have some features. If a borrower opts to add one of these features to his or her housing loan, the housing loan will be removed from the Trust.

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.

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Some of the housing loans

are seasoned housing loans

Some of the housing loans are seasoned housing loans and were generally originated in accordance with the underwriting and operations procedures of National Australia Bank Limited. Because the housing loans are seasoned, they may not conform to the current underwriting and operations procedures or documentation requirements of National Australia Bank Limited.

The use of principal

collections or a draw upon

the Liquidity Facility to

cover Liquidity Shortfalls

may lead to principal losses

If principal collections or the Liquidity Facility are drawn upon to cover shortfalls in interest collections, and there is insufficient excess interest collections in succeeding quarterly collection periods to repay those principal draws or liquidity draws (as the case may be), you may not receive full repayment of principal on your Notes.

A decline in Australian

economic conditions may

lead to losses on your Notes

The Australian economy has been experiencing a prolonged period of expansion with relatively low and stable interest rates (although interest rates have increased recently) and a strong stock market. If the Australian economy were to experience a downturn, a substantial increase in interest rates, a sharp 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

and codes may affect the

timing or amount of

interest or principal

payments to you

Some of the borrowers may attempt to make a claim to a court requesting changes in the terms and conditions of their housing loans or compensation or penalties from the Seller for breaches of any legislation relating to consumer credit and the Code of Banking Practice. Any changes which allow the borrower to pay less principal or interest under his or her housing loan may delay or decrease the amount of payments to you. In addition, if the Issuer Trustee obtains legal title to the housing loans, the Issuer Trustee will be subject to the penalties and compensation provisions of the applicable consumer protection laws instead of the Seller. To the extent that the Issuer Trustee is unable to recover any such liabilities under the consumer protection laws from the Seller, the assets of the Trust 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 loans in specific

geographic areas may

increase the possibility of

loss on your Notes

If the Trust contains a high concentration of housing loans secured by properties located within a single state or region 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 impact on funds available to the Trust, which could cause you to suffer losses.

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The continuing uncertainty

over the interpretation of

the goods and services tax

in Australia may decrease

the funds available to the

Trust to pay you

Since July 1, 2000, a goods and services tax (“GST”) is payable by all entities which make taxable supplies in Australia. Some service providers to the Issuer Trustee may be subject to GST in respect of the services provided to the Trust and may pass on that additional cost to the Issuer Trustee. The Australian Taxation Office (“ATO”)has recently issued a public ruling to the effect that the Issuer Trustee would not be entitled to claim a reduced input tax credit for most of the GST borne by it in respect of services provided to it by the Servicer. However, the ATO is currently reviewing its position in this regard. 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 trust funds available to meet its obligations, and you may suffer losses. See “Legal Aspects of the Housing Loans—Australian Tax Matters”.

Changes of law may impact

the structure of the

transaction and the

treatment of the Notes

The structure of the transaction and, inter alia, the issue of the Notes and ratings 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.

Your ownership of the US$ Notes will be registered electronically through DTC. You will not receive physical Notes, except in limited circumstances. The lack of physical certificates could:

You will not receive

physical Notes representing

your Notes, which can

cause delays in receiving

distributions and hamper

your ability to pledge or

resell your Notes

• cause you to experience delays in receiving payments on the Notes because the Principal Paying Agent will be sending distributions on the US$ Notes to DTC instead of directly to you;

• limit or prevent you from using your Notes as collateral; and

• hinder your ability to resell the Notes or reduce the price that you receive for them.

Recently implemented

changes to regulatory

requirements may affect

the financial performance

of lenders mortgage

insurers

On September 13, 2005, the Australian Prudential Regulation Authority (“APRA”) introduced a revised capital and reporting framework for lenders mortgage insurers. The revised prudential standards and new reporting requirements involve a more risk sensitive regulatory capital model and a significant increase in minimum regulatory capital requirements. The reforms commenced on January 1, 2006 and apply to all lenders mortgage insurers. Although management of the respective lenders mortgage insurers do not believe that these regulatory changes will have a materially adverse affect on operations, the potentially more stringent capital adequacy requirements, could affect the financial strength of these entities. If any of these entities encounter financial difficulties which impede or prohibit the performance of their obligations as provided

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herein, the Issuer Trustee may not have sufficient funds to timely pay principal and interest on the Notes.

Because the Trust Manager

and the Issuer Trustee are

Australian entities, there

remains uncertainty as to

the enforceability of

judgments obtained by US$

Noteholders in U.S. courts

by Australian courts

Each of National Global MBS Manager Pty Ltd and Perpetual Trustee Company Limited is an Australian company and has agreed to submit to the jurisdiction of New York State court and federal courts of the U.S. located in the Southern District of New York for purposes of any suit, action or proceeding arising out of the offering of the US$ Notes. Generally, a final and conclusive judgment obtained by Noteholders in U.S. courts would be recognized and enforceable against the Trust 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 Trust 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 U.S. courts based upon the civil liability provisions of the U.S. federal securities laws. See “Enforcement of Foreign Judgments in Australia.”

The availability of various

support facilities with

respect to payment on the

Notes will ultimately be

dependent on the financial

condition of National

Australia Bank Limited

National Australia Bank Limited is acting in the capacities of Seller, Servicer, Fixed Rate Swap Provider and Basis Swap Provider, Custodian and Liquidity Facility Provider. Accordingly, the availability of these various support facilities with respect to the Notes will ultimately be dependent on the financial strength National Australia Bank Limited. If any of these entities encounter financial difficulties which impede or prohibit the performance of their obligations under the various support facilities, the Issuer Trustee may not have sufficient funds to pay the full amount of principal and interest due on the Notes in a timely manner.

European Union Directive

on the Taxation of Savings

Income

The European Union has adopted a Directive (2003/48/EC) regarding the taxation of savings income. Since July 1, 2005 member states have been required to provide to the tax authorities of other member states details of payments of interest and other similar income paid by a person to an individual in another member state, except that Austria, Belgium and Luxembourg instead impose a withholding system for a transitional period (unless during such period they elect otherwise). The end of such transitional period is dependent on the conclusion of certain agreements relating to information exchange with other countries. A number of non-European Union countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date.

Proposed changes to the

Basel Capital Accord

In June 1999, the Basel Committee on Banking Supervision (the “Basel Committee”) issued proposals for reform of the 1988 Capital Accord and proposed a new capital adequacy framework which places enhanced emphasis on market discipline (“Basel II”).

Following an extensive consultation period on its proposals, the Basel Committee announced on May 11, 2004 that it had achieved

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consensus on the framework of Basel II. The text of Basel II was published on June 26, 2004. This text will serve as the basis for national and supra-national rulemaking and approval processes to continue and for banking organizations to complete their preparation for the implementation of Basel II at year end 2006. This could affect the risk weighting of the Notes in respect of certain investors. Consequently, recipients of this Offering Circular should consult their own advisers as to the consequences to and effect on them of the potential application of Basel II proposals.

Anti-Money Laundering

and Counter-Terrorism

Financing Regime

On December 16, 2005 the Australian Government released an exposure draft of the Anti-Money Laundering and Counter-Terrorism Financing Bill and on July 13 2006 released a revised exposure draft (“AML/CTF Bill”) which is intended to replace the current Australian Financial Transactions Reports Act 1988. The AML/CTF Bill proposes a number of significant changes to Australia‘s anti-money laundering and counter-terrorism financing regulation.

Under the AML/CTF Bill, if an entity has not met its obligations under the AML/CTF Bill, that entity will be prohibited from providing a designated service which includes:

(a) opening or providing an account, allowing any transaction in relation to an account or receiving instructions to transfer money in and out of the account;

(b) issuing, dealing, acquiring, disposing of, cancelling or redeeming a security; and

(c) exchanging one currency for another.

These obligations will include undertaking customer identification procedures before a designated service is provided and receiving information about international and domestic institutional transfers of funds. Until these obligations have been met an entity will be prohibited from providing funds or services to a party or making any payments on behalf of a party.

If the draft exposure AML/CTF Bill is introduced in its current form, the obligations placed upon an entity could affect the services of an entity or the funds it provides and ultimately may result in a delay or decrease in the amounts received by a Noteholder.

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Losses in excess of the

protection afforded by the

Mortgage Insurance

Policies, Excess Available

Income and the

subordination of the

subordinate class of notes

will result in losses on the

Notes

The amount of credit enhancement provided through the Mortgage Insurance Policies, Excess Available Income and the subordination of the Class B Notes to the Offshore Notes and Redraw Notes (if any) is limited and could be depleted prior to the payment in full of the Offshore Notes and Redraw Notes. If the Mortgage Insurance Policies do not provide coverage for all losses incurred in respect of a Mortgage Loan, if there is insufficient Excess Available Income to make the Issuer Trustee whole in respect of any such losses or if the principal amount of the Class B Notes is reduced to zero, you may suffer losses on your Notes.

Principal payments on the

US$ Notes will be affected

by the ranking for

repayment of principal on

the Notes

If Redraw Notes are issued, they will be entitled to principal payments or repayments before your US$ Notes prior to enforcement of the Charge under the Master Security Trust Deed and the Deed of Charge, and you may not receive full repayment of principal on your US$ Notes. As the Class A-2 Notes are issued in addition to the US$ Notes, they will be entitled to principal equally with your US$ Notes with respect to payments of principal both prior to and after enforcement of the Charge under the Master Security Trust Deed and the Deed of Charge, and, as a result, you may not receive full repayment of principal on your US$ Notes.

Termination payments

relating to a Currency

Swap, the Basis Swap or the

Fixed Rate Swap may

reduce payments to you

Upon termination of a swap, a termination payment will be due either from the Issuer Trustee to the Currency Swap Providers, the Basis Swap Provider or the Fixed Rate Swap Provider or vice versa. If the relevant swap provider is required to make a termination payment to the Issuer Trustee upon the termination of a swap, then the Trust will be exposed to credit risks in relation to the capacity of that Swap Provider to make that termination payment.

The Trust will be subject to

Australian tax

The Trust will be subject to Australian tax. The Issuer Trustee is entitled under current tax laws to deduct, against the Trust’s income, all expenses incurred by it in deriving that income (including interest paid or accrued on account of the Notes). It is anticipated that there should not be any income of the Trust as at the end of each of the Trust’s tax years in respect of which the Issuer Trustee could be personally liable for income tax (but rather the taxable income of the Trust is intended to be allocated to, and taxed in the hands of, the person which is the Residual Income Unitholder of the Trust). Accordingly, the taxation of the Trust’s income should not result in a decrease in funds available to the Trust to make payments on the Notes.

Collections may not be

sufficient to ensure

payments of interest to you

If collections during a quarterly period are insufficient to cover fees and Expenses of the Trust and the interest payments due on the Offshore Notes on the next quarterly payment date, you may not receive a full payment of interest on that quarterly payment date, which will reduce the yield on your Notes.

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Because scheduled

payments for variable rate

mortgage loans are

calculated annually, such

payments may be larger or

smaller than payments

calculated on a

conventional, level payment

basis

The scheduled payment payable by the borrower on either a monthly, bi weekly or weekly basis under the variable rate mortgage loans is determined once a year in some cases on the basis of the borrower’s interest rate, outstanding principal balance and loan term and in other cases in accordance with a “reference rate”. The reference rate is generally designed to accelerate the payment of a loan. Thus, notwithstanding the remaining term to maturity of the Mortgage Loans, the loans may be paid off more rapidly than if scheduled payments were calculated on a conventional level payment basis giving effect to the loan’s interest rate, principal balance and term.

The expiration of fixed rate

interest periods may result

in significant repayment

increases and hence

increased borrower defaults

The fixed rate mortgage loans in the housing loan pool have fixed interest rates that are set for a shorter time period (generally not more than 10 years) than the life of the loan (up to 30 years). At the end of the fixed rate period, the loan either converts to a variable rate, or can be refixed for a further period, again generally not for more than 10 years. When the loan converts to a variable rate or a new fixed rate, prevailing interest rates may result in the scheduled repayments increasing significantly in comparison to the repayments required during the fixed rate term just completed. This may increase the likelihood of borrower delinquencies, which may cause losses on your Notes.

Because interest accrues on

the loans on a simple

interest basis, interest

payable may be reduced if

borrowers pay installments

before scheduled due dates

Interest accrues on the mortgage loans on a daily simple interest basis, i.e., the amount of interest payable each weekly, bi weekly or monthly period is based on each daily balance for the period elapsed since interest was last charged to the borrower. Thus, if a borrower pays a fixed installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made may be less than would have been the case had the payment been made as scheduled.

A borrower’s ability to

offset may affect the return

on your Offered Notes

In the event of the insolvency of the Seller, borrowers may be able to offset their deposits with the seller against their liability under their mortgage loans. If this occurs, the Assets of the Trust (including the Seller’s deposit of funds for this risk, if any) might be insufficient to pay your principal and interest in full.

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Capitalized Terms

The capitalized terms used in this Offering Circular, unless defined elsewhere in this Offering Circular, have the meanings set forth in the Glossary starting on page 187.

U.S. Dollar and Euro Presentation

In this Offering Circular, references to “U.S. dollars” and “US$” are references to U.S. currency, references to “Australian dollars” and “A$” are references to Australian currency and references to “Euros” and “€” 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. Unless otherwise stated in this Offering Circular, any translations of Australian dollars into U.S. dollars have been made at a rate of US$0.7603= 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 October 25, 2006 and any translations of Australian dollars into Euros have been made at a rate of €0.6039= A$1.00, the exchange rate as displayed on the Bloomberg Service under EUAD currency on October 25, 2006. Use of such rate is not a representation that Australian dollar amounts actually represent such U.S. dollar or Euro, as applicable, amounts or could be converted into U.S. dollars or Euros, as applicable, at that rate.

Description of the Trustees

The Issuer Trustee

Overview

Perpetual Trustee Company Limited (in its personal capacity) was incorporated on September 28, 1886 as Perpetual Trustee Company (Limited) under the Companies Statute of New South Wales as a public company. The name was changed to Perpetual Trustee Company Limited on December 14, 1971 and it now operates as a limited liability company under the Corporations Act. The Australian Business Number of Perpetual Trustee Company Limited is 42 000 001 007. Its registered office is at Level 12, Angel Place, 123 Pitt Street, Sydney, NSW 2000, Australia and its telephone number is +61 2 9229 9000.

Perpetual Trustee Company Limited has 4,000,000 ordinary shares on issue with a paid amount of A$1.00 and 4,000,000 $1.00 ordinary shares on issue with a paid amount of A$0.01. The shares are held by Perpetual Limited. Perpetual Trustee Company Limited is a wholly owned subsidiary of Perpetual Limited which is a publicly owned listed company. The principal activities of Perpetual Trustee Company Limited are the provision of trustee and other commercial services. Perpetual Trustee Company Limited is an authorized trustee corporation and holds an Australian Financial Services License under Part 7.6 of the Corporations Act (Australian Financial Services License No. 236643).

Perpetual Trustee Company Limited and its related companies provide a range of services including custodial and administrative arrangements to the funds management, superannuation, property, infrastructure and capital markets sectors and has prior experience serving as a trustee for asset-backed securities transactions involving residential mortgage loans. Perpetual Trustee Company Limited and its related companies are leading trustee companies in Australia with in excess of A$100 billion under administration.

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Directors

The directors of Perpetual Trustee Company Limited are as follows:

Name Business Address Principal Activities

Ivan Douglas Holyman Level 12, Angel Place Director 123 Pitt St Sydney NSW 2000 Australia

Gerard Doherty as above Director

Phillip Andrew Vernon as above Director

Patrick John Nesbitt as above Director

Powers of the Issuer Trustee

Perpetual Trustee Company Limited is appointed as trustee of the Trust and, in such capacity, as issuer of the Notes on the terms set out in the Master Trust Deed and the Supplemental Deed.

The Issuer Trustee has all the powers in respect of the Trust that it is legally possible for a natural person or corporation to have and as though it were the absolute owner of the Assets of the Trust and acting in its personal capacity. For example, the Issuer Trustee has power to borrow (whether or not on security) and to incur all types of obligations and liabilities.

Without affecting the generality of the above, the Issuer Trustee has the following powers (to be construed as separate and independent powers of the Issuer Trustee):

(a) to invest in, acquire or dispose, or otherwise deal with Mortgage Loans;

(b) to invest in or deal with any other Asset for cash or upon terms;

(c) to pay all fees payable under the Transaction Documents and all expenses which are properly incurred in respect of the Trust;

(d) to borrow and raise moneys as provided in the Transaction Documents;

(e) subject to the Master Trust Deed, to borrow, raise money or procure financial accommodation where the Issuer Trustee considers the same to be in the interests of the Trust upon such terms as the Trust Manager thinks fit and that are acceptable to the Issuer Trustee (acting reasonably);

(f) to exercise any power of sale arising on default under any Housing Loan or any other right or remedy accruing in respect of the Trust in relation to any asset or under the Transaction Documents;

(g) to grant any form of discharge, release or partial discharge or release of any Housing Loan and provide any type of financial accommodation in connection with any Housing Loan where to do so is in the opinion of the Issuer Trustee not prejudicial to the Secured Creditors of the Trust;

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(h) to enter into and perform its obligations under the Transaction Documents containing such terms and conditions as the Trust Manager thinks fit and that are acceptable to the Issuer Trustee (acting reasonably);

(i) to enter into Support Facilities and derivative contracts;

(j) to enter into any agreement or do anything in connection with the Trust, such as dealing with the assets over which security is held, engaging advisers and to execute proxies and other instruments;

(k) to enter into any document giving effect to a priority arrangement between the Issuer Trustee (in relation to a Housing Loan) and another provider of financial accommodation which will take or has taken security over the asset which is subject to a Mortgage or a Collateral Security;

(l) to pay amounts required to remove any lien or charge over any Assets of the Trust to permit the Issuer Trustee to deal with that Asset in accordance with the Supplemental Deed and any Transaction Document of the Trust;

(m) to fetter its future discretions in accordance with the Transaction Documents;

(n) to appoint a Note Trustee, Note Registrar and Agent Bank in respect of the Trust;

(o) to appoint Paying Agents in respect of the Trust;

(p) to convert currencies on such terms and conditions as the Trust Manager thinks fit and that are acceptable to the Issuer Trustee (acting reasonably); and

(q) to appoint the Servicer in respect of the Trust to retain custody of the Mortgage Title Documents of that Trust in accordance with the Servicing Agreement and to lodge such Mortgage Title Documents with such Servicer.

Delegation by the Issuer Trustee

The Issuer Trustee may, with the consent of the Trust Manager (such consent not to be unreasonably withheld), authorize any person or persons to act as its delegate (in the case of a joint appointment, either severally or jointly and severally) to perform its functions under any Transaction Document including to hold title to any Asset, perform any act or obligation or exercise any discretion within the Issuer Trustee’s power (including the power to sub-delegate). The authorization must be written. The Issuer Trustee remains liable for the acts or omissions of a delegate except where the Issuer Trustee has acted in good faith and without negligence or Wilful Default in relation to the appointment of the delegate. However, the Issuer Trustee may include provisions to protect and assist those dealing with the delegate in the authorization as the Issuer Trustee thinks fit. The delegate may be a Related Entity of the Trust Manager or the Issuer Trustee.

Issuer Trustee’s Covenants

The Issuer Trustee covenants with the Trust Manager, with the intent that the benefit of these covenants ensures not only to the Trust Manager but also to the Unitholder and the Secured Creditors jointly and each of them severally that it will, in respect of the Trust:

(a) act continuously as trustee of the Trust until the Trust is terminated in accordance with the Master Trust Deed or until it has retired or been removed in accordance with the Master Trust Deed;

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(b) exercise all due diligence and vigilance in carrying out its functions and duties under the Master Trust Deed;

(c) take all such corporate actions which are necessary to ensure that it is able to exercise all its powers and remedies and perform all its obligations under the Master Trust Deed and all other deeds, agreements and other arrangements entered into by the Issuer Trustee under the Master Trust Deed;

(d) except where required by statute or by law, not sell, mortgage, charge or deal with the Assets of the Trust (or permit any of its officers to do so) except as permitted by the Transaction Documents relating to that Trust;

(e) forward promptly to the Trust Manager all notices, reports, circulars and other documents received by it as holder of the Assets of the Trust;

(f) act honestly and in good faith in the performance of its duties and the exercise of its discretions under the Master Trust Deed;

(g) exercise such diligence and prudence as a prudent man of business would exercise in performing its express functions and in exercising its discretions under the Master Trust Deed, subject to the provisions of the Master Trust Deed, having regard to the interests of the Unitholders, and the Secured Creditors of the Trust as a whole;

(h) use its best endeavours to carry on and conduct its business insofar as it relates to the Master Trust Deed in a proper and efficient manner;

(i) except as permitted by the Transaction Documents, and without prejudice to the Issuer Trustee’s right of indemnity or reimbursement under the Master Trust Deed, it will not give any guarantees or incur or raise any financial indebtedness (other than in respect of trade creditors in the ordinary course of business of the Trust) in respect of the Trust other than the Notes issued in respect of that Trust or the Borrowings entered into in respect of that Trust;

(j) not terminate the obligations of any person under the Transaction Documents in respect of the Trust to which the Issuer Trustee is a party except in the manner contemplated by the relevant Transaction Document;

(k) not, in its capacity as trustee of the Trust, conduct any business other than the business permitted under the Transaction Documents for that Trust;

(l) subject to the Master Trust Deed and the other Transaction Documents of the Trust, keep the Trust separate from the others and not mix or commingle the Assets of the Trust with the assets or property of any other Trust or any other person;

(m) maintain an arms’ length relationship with its Related Entities in relation to dealings affecting the Trust;

(n) not create any Security Interest over the Assets of the Trust for the benefit of any person except as permitted by the Transaction Documents for that Trust;

(o) except in the manner contemplated by the Transaction Documents, not terminate the Trust, transfer or deal with the Assets of the Trust or agree to the merger of the Trust with any other person or entity until all of the Borrowings raised in respect of the Trust have been repaid in full;

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(p) maintain a register of Authorised Investments and other Assets of that Trust; and

(q) keep (or ensure that the Trust Manager keeps, in which case the Issuer Trustee will provide the Trust Manager with copies of all relevant documents in its possession or control for such purpose) accounting records which correctly record and explain all amounts paid and received by the Issuer Trustee on behalf of the Trust.

Issuer Trustee Fees and Expenses

In consideration for performing its functions under the Transaction Documents, the Issuer Trustee is entitled to deduct a fee from the Trust. See “Summary—Transaction Fees”.

All expenses reasonably and properly incurred by the Issuer Trustee in connection with the Trust or in exercising their powers under the Transaction Documents are payable or reimbursable out of the Assets of the Trust.

Issuer Trustee’s Voluntary Retirement

The Trustee may retire by giving 3 months’ notice in writing to the Trust Manager or such period as the Trust Manager and the Issuer Trustee may agree.

The purported retirement of the Issuer Trustee has no effect until the new trustee executes a deed under which it covenants to act as trustee in accordance with the Master Trust Deed. Such a new trustee may be appointed by the Trust Manager at any time after receipt of the notice referred to above. If the Trust Manager fails to appoint a new trustee within 60 days of the receipt of the notice referred to above then the Issuer Trustee may appoint a new trustee provided that each Rating Agency has confirmed that the appointment of such person as the new trustee will not have an Adverse Rating Effect in relation to the Trust.

Removal of the Issuer Trustee

The Trust Manager may, by written notice, require the Issuer Trustee to retire if it reasonably believes that an Issuer Trustee Default has occurred. If the Issuer Trustee refuses to retire within 30 days of being required to do so, the Trust Manager is entitled to remove the Issuer Trustee from office immediately by notice in writing.

Issuer Trustee Default

Issuer Trustee Default means:

(a) an Insolvency Event has occurred and is continuing in relation to the Issuer Trustee;

(b) any action is taken or any event occurs in relation to the Issuer Trustee in its personal capacity which causes an Adverse Rating Effect;

(c) the Issuer Trustee, or any employee, delegate, agent or officer of the Issuer Trustee (for whom the Issuer Trustee is responsible under a Transaction Document or otherwise), breaches any obligation or duty imposed on the Issuer Trustee under any Transaction Document in relation to the Trust where the Trust Manager reasonably believes it may have an Adverse Effect and the Issuer Trustee fails or neglects after 30 days’ notice from the Trust Manager to remedy that breach;

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(d) the Issuer Trustee merges or consolidates with another entity without obtaining the consent of the Trust Manager and ensuring that the resulting merged or consolidated entity assumes the Issuer Trustee’s obligations under the Transaction Documents; or

(e) there is a change in effective control of the Issuer Trustee from that existing on the date of the Master Trust Deed unless approved by the Trust Manager.

Limitation of the Issuer Trustee’s Liability

The Issuer Trustee enters into each Transaction Document only in its capacity as trustee of the Trust and in no other capacity. A liability arising under or in connection with a Transaction Document or the Trust is limited and can be enforced against the Issuer Trustee only to the extent to which it can be satisfied out of Assets of the Trust out of which the Issuer Trustee is actually indemnified for the liability. This limitation of the Issuer Trustee’s liability applies despite any other provision of any Transaction Document (other than for fraud, negligence or Wilful Default) and extends to all liabilities and obligations of the Issuer Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to a Transaction Document or the Trust.

In relation to the Trust, no person (including without limitation any Unitholder or Secured Creditor) other than the Issuer Trustee may sue the Issuer Trustee in any capacity other than as trustee of the Trust, including seeking the appointment of a receiver (except in relation to the Assets of the Trust), or a liquidator, an administrator or any similar person to the Issuer Trustee or prove in any liquidation, administration or arrangements of or affecting the Issuer Trustee (except in relation to the Assets of the Trust).

The provisions will not apply to any obligation or liability of the Issuer Trustee to the extent that it is not satisfied because under the Master Trust Deed or Supplemental Deed in relation to the Trust or by operation of law there is a reduction in the extent of the Issuer Trustee’s indemnification out of the Assets of the Trust, as a result of the Issuer Trustee’s fraud, negligence or Wilful Default.

No investigation by Issuer Trustee

Except as expressly set out in the Master Trust Deed and the other Transaction Documents, the Issuer Trustee has no obligation to supervise the Trust Manager or any other party or take any action to investigate the accounts, management, control or activities of the Trust Manager or any other person. The Trustee has no duty, and is under no obligation, to investigate whether any of the following has occurred in relation to the Trust (except where the Issuer Trustee has actual notice):

(a) Trust Manager’s Default;

(b) Servicer Termination Event; or

(c) Title Perfection Event.

The Security Trustee

Overview

P.T. Limited is a limited liability company under the Corporations Act. The Australian Business Number of P. T. Limited is 67 004 454 666. Its registered office is at Level 12, Angel Place, 123 Pitt Street, Sydney, NSW 2000, Australia and its telephone number is +61 2 9229 9000.

P.T. Limited, is a subsidiary of Perpetual Trustee Company Limited.

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The principal activities of P.T. Limited are the provision of security trustee and other commercial services. P.T. Limited has prior experience serving as a security trustee for asset-backed securities transactions involving residential mortgage loans.

Directors

The directors of P.T. Limited are as follows:

Name Business Address Principal Activities

Ivan Douglas Holyman Level 12 Angel Place 123 Pitt St Sydney NSW 2000 Australia

Director

Phillip Andrew Vernon Level 12 Angel Place 123 Pitt St Sydney NSW 2000 Australia

Director

Patrick John Nesbitt Level 12 Angel Place 123 Pitt St Sydney NSW 2000 Australia

Director

Powers of the Security Trustee

P.T. Limited is appointed as Security Trustee of the Security Trust on the terms set out in the Master Security Trust Deed and the Supplemental Deed.

The Security Trustee of the Security Trust will act as trustee for the Secured Creditors and hold the benefit of the Charge on trust for the Secured Creditors and otherwise act in accordance with the Master Security Trust Deed and the Deed of Charge.

Subject to the Master Security Trust Deed, the Security Trustee must comply with the duties imposed on it by the Master Security Trust Deed and must:

(a) act continuously as trustee of the Security Trust until it is terminated in accordance with the Master Security Trust Deed or until the Security Trustee has retired or been removed in accordance with the Master Security Trust Deed;

(b) exercise all due diligence and vigilance in carrying out its functions and duties under the Master Security Trust Deed and the Deed of Charge;

(c) subject to the Master Security Trust Deed, retain the Security Trust Fund in safe custody and hold it on trust for the Secured Creditors of the relevant Trust upon the terms of the Master Security Trust Deed and the relevant Deed of Charge; and

(d) not sell, mortgage, charge or part with the possession of any part or the whole of the Security Trust Fund referable to the Trust (or permit any of its officers, agents and employees to do so) except as permitted or contemplated by the Master Security Trust Deed and the Deed of Charge.

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Delegation by the Security Trustee

The Security Trustee may in accordance with the Master Security Trust Deed authorise in writing specified parties to act as its delegate, attorney or agent to perform its functions under the Transaction Documents (including the holding of Mortgage Title Documents and a power to sub-delegate). The Security Trustee may include provisions in the authorisation to protect and assist those dealing with the delegate, attorney or agent as the Security Trustee thinks fit.

The Security Trustee must not delegate to any person any of its trusts, duties, powers, authorities and discretions under the Master Security Trust Deed or the Deed of Charge in relation to the Security Trust except:

(a) subject to this clause, to a Related Entity of the Security Trustee;

(b) to the Trust Manager, the Servicer or a Receiver in accordance with the provisions of the Master Security Trust Deed or any other Transaction Document relating to the Security Trust;

(c) to any Clearing System (in respect of which the Security Trustee is not liable for its acts or omissions); or

(d) in accordance with the provisions of the Master Security Trust Deed or the Supplemental Deed relating to the Security Trust,

provided that, in each case, the Security Trustee must not delegate to such third parties any material part of its powers, duties or obligations as Security Trustee.

Where the Security Trustee delegates any of its trusts, duties, powers, authorities and discretions to any person who is a Related Entity of the Security Trustee, the Security Trustee at all times remains liable for the acts or omissions of such Related Entity and for the payment of fees of that Related Entity when acting as delegate. Subject to this, the Security Trustee is not liable for the acts or omissions of any delegate, attorney or agent if it appointed the delegate, attorney or agent in good faith.

Security Trustee Fees and Expenses

In consideration for performing its functions under the Transaction Documents, the Security Trustee is entitled to deduct a fee from the Trust. See “Summary—Transaction Fees”.

All expenses reasonably and properly incurred by the Security Trustee in connection with the Trust or in exercising their powers under the Transaction Documents are payable or reimburseable out of the Assets of the Trust.

Security Trustee’s Voluntary Retirement

Subject to the appointment of a new Security Trustee, the Security Trustee may retire as trustee under the Master Security Trust Deed upon giving not more than 90 days’ and not less than 30 days’ notice in writing to the Issuer Trustee and the Trust Manager (or such other time as the Trust Manager, the Issuer Trustee and the Security Trustee agree). Subject to any approval required by law, the Security Trustee may appoint in writing as the replacement any other person who is approved by the Trust Manager (such approval not to be unreasonably withheld) and whose appointment each Current Rating Agency confirms will not cause an Adverse Rating Effect. If the Security Trustee does not propose a replacement in the notice given by the Security Trustee under the Master Security Trust Deed or by the date which is 30 days prior to the date of the Security Trustee’s proposed retirement, as the case may be, the Trust Manager must appoint a new security trustee as of the date of the proposed retirement.

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Removal of the Security Trustee

The Security Trustee covenants that it will retire as Security Trustee if:

(a) the Security Trustee ceases to carry on business in all respects or as a professional trustee;

(b) there is a change in ownership of the Security Trustee of more than 50%;

(c) there is a change in the effective management of the Security Trustee without prior written consent of the Trust Manager such that the Security Trustee is in the reasonable opinion of the Trust Manager no longer able to fulfil its duties and obligations;

(d) an Insolvency Event occurs in respect of the Security Trustee in its personal capacity (but not in its capacity as trustee of any other trust);

(e) an Extraordinary Resolution requiring the removal of the Security Trustee as trustee of any Security Trust is passed at a meeting of Voting Secured Creditors; or

(f) when required to do so by the Trust Manager or the Issuer Trustee by notice in writing, the Security Trustee fails or neglects within 14 days after receipt of such notice to carry out or satisfy any material duty imposed on the Security Trustee in respect of the Security Trust.

If the Security Trustee refuses to retire, the Trust Manager is entitled to remove the Security Trustee from office immediately by notice in writing if an event referred to above occurred. On the retirement or removal of the Security Trustee, the Trust Manager, subject to any approval required by law, is entitled to and must use its best endeavours to appoint in writing some other person whose appointment will not have an Adverse Rating Effect.

Limitation of the Security Trustee’s Liability

Notwithstanding any other provision of the Master Security Trust Deed, the Security Trustee will have no liability under or in connection with the Master Security Trust Deed, the Security Trust, or any other Transaction Document (whether to the Voting Secured Creditors, the Issuer Trustee, the Trust Manager or any other person) other than to the extent to which the liability is able to be satisfied in accordance with the Master Security Trust Deed out of the property of the Security Trust Fund of the Security Trust from which the Security Trustee is actually indemnified for the liability. This limitation will not apply to a liability of the Security Trustee to the extent that it is not satisfied because, under the Master Security Trust Deed or by operation of law, there is a reduction in the extent of the Security Trustee’s indemnification out of the Security Trust Fund as a result of the Security Trustee’s fraud, negligence or Wilful Default.

No investigation by Security Trustee

Each Secured Creditor is taken to confirm that it has not relied, and will not rely, on the Security Trustee at any time, and that the Security Trustee is not required:

(i) to provide it with any information concerning the business, financial condition, status or affairs of the Trust Manager, the Servicer, the Issuer Trustee or any other party to any Transaction Document;

(ii) to investigate the adequacy, accuracy or completeness of any information provided by the Trust Manager, the Servicer, the Issuer Trustee or any other party to any Transaction Document in

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connection with the Transaction Documents (whether or not the information is provided to that Secured Creditor by the Security Trustee);

(iii) to assess or keep under review the business, financial condition, status or affairs of the Trust Manager, the Servicer, the Issuer Trustee or any other party to any Transaction Document or to inspect any of their properties or books;

(iv) to investigate whether or not an Event of Default has occurred in respect of the Trust; or

(v) to investigate or keep itself informed as to the performance by any other party to any Transaction Document of its obligations under any Transaction Document, or any other document or agreement to which one or more of them is a party.

Except to the extent contemplated by another Transaction Document, the Security Trustee has no duty or responsibility, but is authorised in its absolute discretion, to provide any Secured Creditor of the Trust with any credit or other information concerning the assets, liabilities, financial condition or business of the Issuer Trustee, the Trust or (to the extent that it is relevant to the performance by that person of its obligations under the Transaction Documents) the Trust Manager or the Servicer which may come into the possession of the Security Trustee.

Note Trustee

Overview

Citicorp Trustee Company Limited is a limited liability company incorporated under the laws of England. Its registered office is at 14th Floor, Citigroup Centre, Canada Square, Canary Wharf London E14 5LB, United Kingdom and its telephone number is +44 207 500 5857.

The principal activities of Citicorp Trustee Company Limited are the provision of trustee and other commercial services. Citicorp Trustee Company Limited has prior experience serving as a note trustee for asset-backed securities transactions involving residential mortgage loans.

Powers of the Note Trustee

The Note Trustee is appointed to act as trustee on behalf of the Offshore Noteholders on the terms and conditions of the Note Trust Deed.

The Note Trustee must comply with the duties imposed on it by the Note Trust Deed, the Offshore Notes (including the Class A Note Conditions) and each other Transaction Document in respect of the Trust to which it is a party and must in the exercise of all discretions vested in it by the Note Trust Deed and all other Transaction Documents in respect of the Trust except where expressly provided otherwise, have regard to the interest of the Offshore Noteholders.

Delegation by the Note Trustee

Whenever it considers it expedient in the interests of the Offshore Noteholders, the Note Trustee may delegate to any person on any terms (including power to sub-delegate) all or any of its functions. The Note Trustee remains liable for the acts or omissions of a delegate except where the Note Trustee has acted in good faith and without negligence or wilful default in relation to the appointment of the delegate. The Note Trustee shall not have any obligation to supervise such delegate or be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default by any such delegate or sub-delegate.

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Note Trustee Fees and Expenses

So long as any Offshore Note is outstanding, the Issuer Trustee shall pay the Note Trustee a fee as remuneration for its services as Note Trustee, in an amount equal to such sum on such dates in each case as may be agreed in writing from time to time with the Issuer Trustee and the Trust Manager. Such remuneration shall accrue from day to day from the date of Note Trust Deed until the Trust is terminated. See “Summary—Transaction Fees”.

At any time after:

(a) the occurrence of an Event of Default;

(b) an event with which the passing of time or the giving of notice or both would constitute an Event of Default;

(c) the Issuer Trustee has failed to pay any sums due under the Offshore Notes; or

(d) the Note Trustee undertakes duties which it considers necessary or expedient under Note Trust Deed, or is requested by the Issuer Trustee to undertake duties, and they are of an exceptional nature or otherwise outside the scope of the Note Trustee’s normal duties under Note Trust Deed,

the Issuer Trustee must pay such additional remuneration as they may agree or, failing agreement as to any such matters (or as to such sums), as determined by a merchant or investment bank (acting as an expert and not as arbitrator) selected by the Note Trustee and approved by the Issuer Trustee or, failing such approval, nominated by the President for the time being of the Law Institute of Victoria. The expenses involved in such nomination and such merchant bank’s fee shall be paid by the Issuer Trustee. The determination of such merchant or investment bank shall be conclusive and binding on the Issuer Trustee, the Note Trustee and the Offshore Noteholders.

The Issuer Trustee shall also, on each Payment Date, pay all costs, charges, liabilities and expenses properly incurred by the Note Trustee (except for any overhead or general operating expenses incurred by the Note Trustee) in the preparation and execution of Note Trust Deed and the performance of its functions under Note Trust Deed including, but not limited to, legal expenses in connection with any legal proceedings properly brought by the Note Trustee against the Issuer Trustee to enforce any provision of Note Trust Deed, the Offshore Notes, and any stamp, documentary, registration or other taxes or duties including any GST paid by the Note Trustee in connection with those documents and its supply of services.

Subject to the Note Trust Deed, the Issuer Trustee shall indemnify the Note Trustee in respect of all liabilities and expenses properly incurred by it or by anyone appointed by it or to whom any of its functions may be delegated by it in the carrying out of its functions and against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all proper costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which any of them may incur or which may be made against any of them arising out of or in relation to or in connection with, its appointment or the exercise of its functions.

Note Trustee’s Voluntary Retirement

The Note Trustee may retire at any time as trustee upon giving 3 months (or such lesser time as the Trust Manager, the Issuer Trustee and the Note Trustee agree) notice in writing to the Issuer Trustee, the Trust Manager, the Security Trustee and each Rating Agency, without giving any reason and without being responsible for any liabilities incurred by reason of such retirement provided that such retirement is in accordance with the Note Trust Deed, provided further that no such period of notice of retirement may

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expire within the period of 30 days preceding each Payment Date. Upon such retirement, the Note Trustee, subject to any approval required by law, may appoint in writing any other corporation that is approved by the Trust Manager, which approval must not be unreasonably withheld by the Trust Manager, as Note Trustee in its stead and whose appointment is confirmed by each Rating Agency not to result in an Adverse Rating Effect in respect of the Offshore Notes. If the Note Trustee does not propose a replacement by the date which is 1 month prior to the date of its proposed retirement, the Trust Manager is entitled to appoint a Substitute Note Trustee that is approved by each Rating Agency, as of the date of the proposed retirement.

The Note Trustee covenants that it will retire as Note Trustee if:

(a) an Insolvency Event occurs in relation to the Note Trustee in its personal capacity or in respect of its personal assets (and not in its capacity as trustee of any trust or in respect of any assets it holds as trustee);

(b) it ceases to carry on business;

(c) it is so directed by the Extraordinary Resolution of the US$ Noteholders;

(d) it fails to comply with any of its obligations under any Transaction Document with respect to the applicable Trust and the Issuer Trustee and the Trust Manager determines that this failure has had, or if continued, will have, an Adverse Effect, and if capable of remedy, the Note Trustee does not remedy this failure within 14 days after the earlier of the following:

(i) the Note Trustee becoming aware of this failure; and

(ii) receipt by the Note Trustee of written notice with respect to this failure from either the Issuer Trustee or the Trust Manager; or

(e) there is a change in ownership of 50% or more of the issued equity share capital of the Note Trustee from the position as at the date of the Note Trust Deed or effective control of the Note Trustee alters from the position as at the date of the Note Trust Deed unless in either case approved by the Trust Manager (whose approval must not be unreasonably withheld).

Removal of the Note Trustee

If the Note Trustee refuses to retire, the Issuer Trustee at the direction of the Trust Manager is entitled to remove the Note Trustee from office immediately by notice in writing to the Note Trustee if any event referred to above has occurred. On the retirement or removal of the Note Trustee:

(a) the Issuer Trustee must promptly notify each Rating Agency of such retirement or removal; and

(b) subject to any approval required by law, the Issuer Trustee is entitled to and must use reasonable endeavours to appoint in writing some other corporation that is approved by each Rating Agency to be the substitute Note Trustee and whose appointment is confirmed by each Rating Agency not to result in the suspension, reduction, qualifications or withdrawal of a rating assigned by them to any of the Offshore Notes.

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Limitation of the Note Trustee’s Liability

The Note Trustee will have no liability under or in connection with the Note Trust Deed or any other Transaction Document (whether to the Offshore Noteholders, the Issuer Trustee, the Trust Manager or any other person) other than to the extent to which the liability is able to be satisfied out of the assets of the Trust from which the Note Trustee is actually indemnified for the liability.

Description of National Australia Bank Limited and the Trust Manager


National Australia Bank Limited is a limited liability company incorporated under the laws of Australia. Its registered office is at Level 13, 140 William Street, Melbourne VIC 3000, Australia.

National Australia Bank Limited, together with its subsidiaries, comprise the National Australia Bank Limited Group which at March 31, 2006 was the largest banking group in Australia in terms of total assets. In March 2006, the National Australia Bank Limited Group had total assets of A$459,224 million and shareholders’ equity of A$26,073 million. The National Australia Bank Limited Group’s primary business is providing personal banking services, including residential mortgage loans for owner-occupied and investment housing and retail call and term deposits. The National Australia Bank Limited Group’s other significant businesses are the provision of personal wealth management services and institutional and business banking services.

The banking activities of National Australia Bank Limited come under the regulatory supervision of the Australian Prudential Regulation Authority, which is responsible (with the Reserve Bank of Australia) for the maintenance of overall financial system stability. On December 1, 2003, National Australia Bank Limited obtained an Australian Financial Services License under Part 7.6 of the Corporations Act 2001 (Cth) (Australian Financial Services License No. 230686).

National Australia Bank Limited maintains a World Wide Web site at the address “http://www.nabgroup.com.” For a further description of the business operations of National Australia Bank Limited, see “Description of the Transaction Documents—The Servicing Agreement”.

The Trust Manager

Overview

National Global MBS Manager Pty Ltd is a limited liability company incorporated under the laws of Australia. Its registered office is at Level 13, 140 William Street, Melbourne VIC 3000, Australia and its telephone number is +61 3 8634 8219.

The Trust Manager is a wholly-owned subsidiary of National Australia Bank Limited.

The principal business activity of the Trust Manager is the management of securitization trusts established under National Australia Bank Limited’s RMBS Trust Programme. The Trust Manager has been engaged in such activities since 2001. The Trust Manager does not perform any activities other than as a manager of securitization trusts.

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Obligations of the Trust Manager

The Trust Manager is appointed, and agrees to act, as Trust Manager of the Trust on the terms set out in the Transaction Documents.

The Trust Manager agrees to perform and provide the following services to the Issuer Trustee in respect of the Trust:

(a) to prepare and maintain all accounts, ledgers and financial records and reports in respect of the Trust and the tax returns of the Trust;

(b) to prepare and deliver (by facsimile or such other method as the Trust Manager may consider appropriate) such statements and reports as may be required to be prepared and delivered by the Trust Manager under the Transaction Documents for that Trust;

(c) to calculate the amount of each payment to each Secured Creditor in accordance with the provisions of the Transaction Documents and advise the Issuer Trustee of such amount of each payment;

(d) to notify the Issuer Trustee immediately if:

(i) it becomes actually aware of a material breach of a Transaction Document;

(ii) it becomes actually aware that a representation or warranty in a Transaction Document was incorrect when made; or

(iii) it becomes actually aware of the occurrence of the Trust Manager’s Default,

provided that the Trust Manager is not responsible or liable to investigate (except in the case of manifest error);

(e) subject to the terms of the Transaction Documents and any confidentiality undertakings to which the Trust Manager is subject, to provide the Issuer Trustee, in a timely manner (having regard to the information requested) the information reasonably requested by the Issuer Trustee in connection with the Trust. The costs and expenses of the Trust Manager in connection with providing such information will fall within the indemnity referred to in the Master Trust Deed;

(f) the co-ordination of Borrowings of the Trust;

(g) subject to the appointment of any Servicer, the management of Mortgage Loans, Authorised Investments and any Support Facilities and derivative contracts required to be established and maintained pursuant to the Supplemental Deed of that Trust; and

(h) the calculation of all determinations to be made on each Determination Date and of all payments to be made on each Payment Date in accordance with the Supplemental Deed of that Trust.

Delegation by the Trust Manager

The Trust Manager may, pursuant to a Deed of Delegation or otherwise, authorise any person or persons to act as its delegate (in the case of a joint appointment, either severally or jointly and severally) to perform any or all of its functions in respect of the Trust or under any Transaction Document in respect of the Trust, to perform any act or exercise any discretion within the Trust Manager’s power (including the

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power to sub-delegate). The Trust Manager remains liable for the performance of all of its obligations under the Master Trust Deed notwithstanding any such appointment.

The delegate may be a Related Entity of the Trust Manager or the Issuer Trustee.

In addition, the Trust Manager may obtain and act upon the written opinion, advice or information obtained from valuers, barristers, solicitors, legal practitioners, contractors, brokers, qualified advisers (both financial and otherwise) and other experts whether instructed by the Trust Manager or by the Issuer Trustee.

The Trust Manager has delegated to National Australia Managers Limited (ABN 70 006 437 565) each service, action or conduct that the Trust Manager may or is required to undertake in relation to the Transaction Documents that would require the Trust Manager to hold an Australian financial services license under the Corporations Act.

Trust Manager’s Fees and Expenses

The Trust Manager is entitled to a fee for administering and managing the Trust. See “Summary—Transaction Fees”.

In addition, all expenses reasonably and properly incurred by the Trust Manager in connection with the Trust or in performing its obligations or exercising its powers under the Master Trust Deed are payable or reimburseable out of the Assets of the Trust.

Trust Manager’s Voluntary Retirement

The Trust Manager may retire from the management of all of the Trusts upon giving 3 months written notice to the Issuer Trustee (or such other period as the Trust Manager and the Issuer Trustee may agree).

Upon the retirement or removal of the Trust Manager, the Trust Manager must (as soon as practicable) appoint in writing another corporation to be the Trust Manager of the Trust, subject to the approval of the Issuer Trustee and any approval required by law provided that the appointment will not, in the reasonable opinion of the Issuer Trustee, materially prejudice the interests of the Noteholders. If the Trust Manager does not propose a replacement at least 30 days before the Trust Manager proposes to retire or the Issuer Trustee does not approve of the replacement proposed by the Trust Manager, the Issuer Trustee may appoint a new Trust Manager as of the date of the proposed retirement. An appointment is not complete until the new Trust Manager executes a deed by which it covenants to be bound by the Master Trust Deed. The appointment of the replacement Trust Manager must not cause an Adverse Rating Effect.

Removal of the Trust Manager

Upon the occurrence of, or at any time after, a Trust Manager’s Default (of which the Issuer Trustee has actual notice and which has not been waived by the Issuer Trustee), the Issuer Trustee must, upon giving written notice to the Trust Manager and each Rating Agency for that Trust, immediately terminate the rights and obligations of the Trust Manager in respect of the Trust and appoint another entity acceptable to the Rating Agency to act in its place.

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Trust Manager Default

A “Trust Manager’s Default” means:

(a) the Trust Manager fails:

(i) to make any payment required by it;

(ii) to provide the Reporting Statement to the Issuer Trustee within the time period specified in a Transaction Document;

(iii) to allocate amounts received in respect of the Housing Loans to the appropriate Collections Account; or

(iv) to direct the Issuer Trustee to pay the amounts payable to the Secured Creditors of the Trust within the time period specified in a Transaction Document,

and in each case that failure is not remedied within 10 Business Days of receipt from the Issuer Trustee of notice of that failure;

(b) an Insolvency Event has occurred and is continuing in relation to the Trust Manager;

(c) the Trust Manager breaches any obligation or duty imposed on the Trust Manager under the Master Trust Deed, any other Transaction Document or any other deed, agreement or arrangement entered into by the Trust Manager under the Master Trust Deed in relation to the Trust, the Issuer Trustee reasonably believes that such breach has an Adverse Effect and the breach is not remedied within 30 days’ notice being given by the Issuer Trustee to the Trust Manager, except in the case of reliance by the Trust Manager on the information provided by, or action taken by, the Servicer, or if the Trust Manager has not received information from the Servicer which the Trust Manager requires to comply with the obligation or duty; or

(d) a representation, warranty or statement by or on behalf of the Trust Manager in a Transaction Document or a document provided under or in connection with a Transaction Document is not true in a material respect or is misleading when repeated and is not remedied to the Issuer Trustee’s reasonable satisfaction within 90 days after notice from the Issuer Trustee where, as determined by the Issuer Trustee, it has an Adverse Effect.

The Calculation Agent

Overview

Citibank, N.A., London Branch of 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom will serve as the calculation agent for the Class A-1 Notes and Class A-2 Notes.

The Issuer Trustee will procure that, for so long as any of the Offshore Notes remain outstanding, there will at all times be a Calculation Agent. The Trust Manager may, with the prior written approval of the Note Trustee and the Issuer Trustee, terminate the appointment of the Calculation Agent at any time by giving not less than 45 days’ notice in writing to, amongst others, the Calculation Agent. Notice of that termination will be given by the Trust Manager to the Offshore Noteholders. If any person is unable or unwilling to continue to act as the Calculation Agent, or if the appointment of the Calculation Agent is terminated, the Issuer Trustee, at the direction of the Trust Manager, will appoint a successor Calculation

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Agent to act as such in its place, provided that neither the resignation nor removal of the Calculation Agent will take effect:

(a) until a successor approved by the Note Trustee and the Issuer Trustee has been appointed; and

(b) if as a result there would cease to be an Agent when required; and

(c) provided further that there must at all times be a Paying Agent in Luxembourg.

Notice of the appointment of the successor shall be given by the Trust Manager to the Luxembourg Stock Exchange.

Duties of the Calculation Agent

The Calculation Agent will, as soon as practicable after 11:00 a.m. (London time or, if applicable, New York City time) on each Rate Set Date, determine the Interest Rate in relation to the Offshore Notes, and calculate the Interest Amount, for the immediately succeeding Interest Period.

The Calculation Agent will cause the Interest Rate, the Interest Amount and the Principal Amount for each Interest Period, and the date of the next Payment Date, to be notified to the Issuer Trustee, the Trust Manager, the Note Trustee, the Currency Swap Providers, the Paying Agents and for such period as the Offshore Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock exchange require, the Luxembourg Stock Exchange) on or as soon as practical after the Calculation Agent has determined the Interest Rate and calculated the Interest Amount and will cause the same to be published as soon as possible after that notification.

Calculation Agent’s Fees and Expenses

The Principal Paying Agent will make payment of the fees and commissions due under the Agency Agreement to the other Agents and will reimburse their expenses promptly after the receipt of the relevant moneys from the Issuer Trustee in each case unless otherwise agreed with the Issuer Trustee. The Issuer Trustee shall not be responsible for any such payment or reimbursement by the Principal Paying Agent to the other Agents.

Subject to certain conditions, the Issuer Trustee shall indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions except such as may result from a breach by it of the Agency Agreement or its own negligence, bad faith or Wilful Default or that of its officers, employees or agents.

The Issuer Trustee agrees to pay to the Principal Paying Agent, from its own funds and not from the Assets of the Trust, such fees and commissions as the Issuer Trustee and the Principal Paying Agent shall separately agree in respect of the services of the Principal Paying Agent and the other Paying Agents under the agency agreement together with any reasonable out-of-pocket expenses (including legal, printing, postage, fax, cable and advertising expenses and GST (if any)) incurred by the Principal Paying Agent and the other Paying Agents in connection with the agency agreement and its supply of services.

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Description of the Trust

National Australia Bank Limited Securitization Trust Programme

National Australia Bank Limited established its National RMBS Trust Programme pursuant to a master trust deed dated January 3, 2001 for the purpose of enabling Perpetual Trustee Company Limited, as Issuer Trustee of each trust established pursuant to the National RMBS Trust Programme, to invest in pools of assets originated or purchased from time to time by National Australia Bank Limited. The Master Trust Deed provides for the creation of an unlimited number of trusts and establishes the general framework under which trusts may be established from time to time. It does not actually establish any trusts. The National RMBS Trust 2006-3 is separate and distinct from any other trust established under the Master Trust Deed. The assets of the National RMBS Trust 2006-3 are not available to meet the liabilities of any other trust and the assets of any other trust are not available to meet the liabilities of the National RMBS Trust 2006-3.

A summary of the transaction documents is contained below under the heading “Description of the Transaction Documents” and “Description of the Assets of the Trust—Transfer and Assignment of the Mortgage Loans”. A summary of the Issuer Trustee as the issuing entity is described above under the heading “Description of the Trustees—Issuer Trustee”.

National RMBS Trust 2006-3

The detailed terms of the National RMBS Trust 2006-3 (the “Trust”) will be as set out in the Master Trust Deed, the Supplemental Deed and the Note Trust Deed.

The Trust was established by the Trust Manager and the Issuer Trustee through the execution of a Notice of Creation of Trust on October 4, 2006 under the laws of Victoria, Australia. The Trust is established as a common law trust. The Trust is not a separate legal person under the laws of Victoria, Australia. The Issuer Trustee enters into the Transaction Documents as trustee of the Trust. The Issuer Trustee as trustee of the Trust will be engaged in the activities specified in this Offering Circular.

The Supplemental Deed, which supplements the general framework under the Master Trust Deed with respect to the Trust, does the following:

• specifies the details of the Notes;

• establishes the cash flow allocation;

• sets out the various representations and undertakings of certain parties specific to the housing loans, which supplements those in the Master Trust Deed; and

• amends the Master Trust Deed to the extent necessary to give effect to the specific aspects of the Trust and the issue of the Notes.

A summary of the transaction documents is contained below under the heading “Description of the Transaction Documents” and “Description of the Assets of the Trust—Transfer and Assignment of the Mortgage Loans”. A summary of the Issuer Trustee as the issuing entity is described above under the heading “Description of the Trustees—Issuer Trustee”.

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Description of the Assets of the Trust

Assets of the Trust

The Assets of the Trust will include the following:

• the pool of Mortgage Loans

• rights under any additional collateral securities appearing on the Seller’s records as securing the Mortgage Loans;

• amounts on deposit in certain accounts established in connection with the creation of the Trust and the issuance of the Notes, including the Collections Account, and any Authorised Investments in which these amounts are invested; and

• the Issuer Trustee’s rights under the Transaction Documents, including the Support Facilities.

The Housing Loans

The Housing Loans are secured by registered first ranking mortgages on properties located in Australia. The Housing Loans are from the Seller’s residential loan program and have been originated by the Seller in the ordinary course of its business. The Housing Loans are either fixed-rate (but only for a limited period, generally no longer than ten (10) years, with the rate at the end of such period, either converting to a new fixed-rate for another limited period or converting to a variable-rate) or variable-rate loans. The mortgaged properties consist of one- to four-family residential owner-occupied properties and one- to four-family residential non-owner occupied properties, excluding manufactured homes.

Transfer and Assignment of the Mortgage Loans

On the Issue Date, the Seller will equitably assign to the Issuer Trustee the Mortgage Loans. After the equitable assignment, the Issuer Trustee will be entitled to receive collections on such Mortgage Loans.

If a Title Perfection Event occurs, unless each Rating Agency confirms that a failure to protect the Issuer Trustee’s interest in, and legal title to, the Mortgage Loans will not result in a reduction, qualification or withdrawal of the credit ratings assigned by them to the Class A Notes, the Class B Notes and the Redraw Notes (if any), the Issuer Trustee must use the irrevocable power of attorney granted by the Seller in favor of the Issuer Trustee to take the actions necessary to protect the Issuer Trustee’s interest in, and legal title to, the Mortgage Loans.

The Trust Manager, the Servicer and the Seller have agreed to assist the Issuer Trustee in taking any necessary actions to protect the Issuer Trustee’s interest in, and legal title to, the Mortgage Loans after the occurrence of a Title Perfection Event, including the lodgment of transfers of the mortgages securing the Housing Loans with the appropriate land titles office in each applicable Australian State and Territory.

The Issuer Trustee will grant a first ranking fixed and floating charge over the Mortgage Loans and other Assets of the Trust, under the Master Security Trust Deed and Deed of Charge, in favor of the Security Trustee for the ultimate benefit of the Noteholders and the other Secured Creditors of the Trust. The Servicer will service the Mortgage Loans pursuant to the Servicing Agreement and will receive compensation for these services.

73

Representations, Warranties and Eligibility Criteria

The Seller will make various representations and warranties to the Issuer Trustee as of the Closing Date, unless another date is specified, with respect to the Mortgage Loans being equitably assigned by it to the Issuer Trustee, including that:

• at the time the Seller entered into the related Housing Loan, the related Mortgage, the Loan Agreement and each Collateral Security complied in all material respects with all applicable laws;

• the related Mortgage and each Collateral Security have been or will be duly stamped;

• the terms of the related Housing Loan, and related Mortgage or Collateral Security, have not been impaired, waived, altered or modified in any respect, except by a written instrument forming part of the Mortgage Title Documents;

• the related Housing Loan, related Mortgage and any Collateral Security are enforceable in accordance with their terms against the relevant Debtor;

• the Mortgage Loan is a Qualifying Mortgage Loan. A Mortgage Loan is a “Qualifying

Mortgage Loan” if, at the time it is identified in an Offer to Sell, it satisfies the following eligibility criteria:

• it is due from a Qualifying Debtor;

• it is repayable in Australian dollars;

• the term of the related Housing Loan does not exceed thirty (30) years;

• it is freely capable of being dealt with by the Seller as contemplated by the sale agreement and any Offer to Sell;

• each related Housing Loan is secured by a Mortgage over Land which is either:

• a first ranking mortgage; or

• a second ranking mortgage where:

• there are two mortgages over the Land securing the Mortgage Loan and the Seller is the first mortgagee; and

• the first ranking mortgage is also being acquired by the Issuer Trustee;

• the Land subject to a Mortgage has erected on it a residential dwelling which is not under construction;

• each Mortgage Loan is, or will by the Closing Date be, insured under a Mortgage Insurance Policy;

• no Housing Loan is a Defaulted Housing Loan as at the relevant Cut-off Date;

• no Housing Loan was made to an employee of the Seller or its affiliates with a concessional rate of interest;

74

• it has a total principal amount outstanding of no more than A$1,300,000 as at the Cut-off Date; and

• it is scheduled to mature at least 1 year prior to the Final Maturity Date of the Notes.

• at the time the Seller entered into the related Housing Loan, it did so in good faith;

• at the time that the Seller entered into the related Housing Loan, the Housing Loan was originated in the ordinary course of the Seller’s business;

• at the time the Seller entered into the related Housing Loan, it had not received any notice of the insolvency or bankruptcy of the Debtor or that the Debtor did not have the legal capacity to enter into the Housing Loan;

• the Seller is the sole legal and beneficial owner of the Mortgage Loan and no Encumbrance exists in relation to its right, title and interests in the Mortgage Loan;

• it holds all documents necessary to enforce the provisions of, and the security created by, the related Mortgage and each Collateral Security;

• it has not received notice from any person that claims to have an Encumbrance ranking in priority to or equal with the related Mortgage or Collateral Security;

• except if the Mortgage Loan is subject to a fixed-rate of interest at any time and except as may be provided by applicable laws or any binding provision, the interest payable on the related Housing Loan is not subject to any limitation and no consent, additional memoranda or other writing is required from the Debtor to give effect to a change in the interest rate payable on the relevant Housing Loan and any change will be effective on notice being given to the Debtor in accordance with the terms of the Housing Loan;

• it is lawfully entitled to assign the Mortgage Loan upon the terms and conditions of the relevant Offer to Sell and no consent to the sale and assignment of the Mortgage Loan or notice of that sale and assignment is required to be given by or to any person including, without limitation, any Debtor;

• upon the acceptance of the offer contained in an Offer to Sell, beneficial ownership of the Mortgage Loan will vest in the Issuer Trustee free and clear of all Encumbrances; and

• the sale of the Mortgage Loan will not be held by a court to constitute a transaction at an undervalue, a fraudulent conveyance or a voidable preference under any insolvency laws.

Breach of Representations and Warranties

If any of these representations or warranties are breached, the Seller will be obliged:

• to remedy the breach; or

• in some limited circumstances to repurchase the relevant Mortgage Loan or any property acquired in respect of that Mortgage Loan; or

• in some circumstances to pay damages for any direct loss sustained by the Issuer Trustee up to a maximum of the outstanding principal balance of the affected Mortgage Loans.

75

Other Features of the Housing Loans

The Housing Loans have the following features:

• Interest is calculated daily and charged monthly in arrears;

• 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 and in most cases automatic transfer; and

• They are governed by the laws of the Commonwealth of Australia and one of the following Australian States or Territories:

• New South Wales;

• Victoria;

• Western Australia;

• Queensland;

• South Australia;

• Tasmania;

• Northern Territory; or

• the Australian Capital Territory.

Details of the Housing Loan Pool

The information in the following tables sets out various details relating to the housing loans to be offered to the Issuer Trustee on the Closing Date. The information is provided as of the close of business on October 3, 2006. All amounts have been rounded to the nearest Australian dollar. The sum in any column may not equal the total indicated due to rounding.

These details may not reflect the housing loan pool as of the Closing Date because the Seller may substitute loans proposed for sale with other eligible housing loans or add additional eligible housing loans. The Seller may do this if, for example, the loans originally selected are repaid early.

The Seller 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 on pages 29-30, other than a change in the number of housing loans, the housing loan pool size or total valuation of the properties, where the change is due to adding or removing housing loans due to a fluctuation in the A$/US$ exchange rate or the A$/€ exchange rate, unless a revised offering circular is delivered to prospective investors.

76

Pool Profile by Verification

No. of

Accounts

Total Security

Valuations (A$)

Total Loan

Balance (A$)

By Loan

Balance

(%)

Average Loan

Balance (A$)

Weighted

Average

Current LTV

(%)

Full Doc 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92 Low Doc or No Doc - - - - - -

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

Pool Profile by Loan Seasoning

No. of

Accounts

Total Security

Valuations (A$)

Total Loan

Balance (A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

<= 3mths 550 231,636,675 136,510,573 4.54 248,201 67.66 > 3 and < = 6mths 2,049 786,956,788 408,354,506 13.59 199,295 62.76 > 6 and < = 9mths 1,828 700,533,367 349,522,638 11.63 191,205 60.76 > 9 and < = 12mths 2,153 796,244,400 384,236,644 12.79 178,466 59.51 > 12 and < = 18mths 3,759 1,364,827,134 635,561,731 21.15 169,077 59.09 > 18 and < = 24mths 2,037 715,797,630 332,809,324 11.07 163,382 60.08 > 24 and < = 36mths 3,476 1,241,833,084 583,099,079 19.40 167,750 59.41 > 36 and < = 48mths 678 222,458,383 94,521,553 3.15 139,412 53.94 > 48 and < = 60mths 417 153,407,880 55,991,722 1.86 134,273 46.44 > 60 and < = 72mths 244 64,416,100 24,585,706 0.82 100,761 48.81

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

Pool Profile by Geographic Distribution (State)

No. of

Accounts

Total Security

Valuations (A$)

Total Loan

Balance (A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

ACT - Inner city 161 66,290,020 34,260,098 1.14 212,796 62.34 ACT - Metro 151 53,633,950 26,836,496 0.89 177,725 62.08 NSW - Inner city 106 39,036,482 20,625,807 0.69 194,583 62.81 NSW - Metro 2,578 1,423,067,085 690,782,290 22.99 267,953 61.47 NSW - Non metro 2,294 788,824,559 377,057,538 12.55 164,367 59.87 NT - Inner city 88 26,059,335 13,845,696 0.46 157,337 61.54 NT - Non metro 24 6,533,000 3,775,067 0.13 157,294 65.43 QLD - Inner city 18 7,407,000 2,877,631 0.10 159,868 54.29 QLD - Metro 1,421 549,556,708 231,842,976 7.71 163,155 55.49 QLD - Non metro 2,337 700,325,076 330,902,395 11.01 141,593 58.84 SA - Inner city 7 2,098,000 755,689 0.03 107,956 49.19 SA - Metro 815 254,789,074 119,548,090 3.98 146,685 57.93 SA - Non metro 278 62,402,650 33,434,120 1.11 120,267 63.89 TAS - Inner city 20 7,440,000 3,397,341 0.11 169,867 56.28 TAS - Metro 238 68,187,900 34,837,007 1.16 146,374 61.73 TAS - Non metro 158 37,513,600 20,252,703 0.67 128,182 63.80 VIC - Inner city 58 25,548,965 12,069,887 0.40 208,102 56.02 VIC - Metro 3,487 1,268,512,920 622,239,813 20.71 178,446 60.98 VIC - Non metro 1,449 368,141,037 186,797,478 6.22 128,915 61.18 WA - Metro 1,190 429,085,681 195,690,830 6.51 164,446 56.59 WA - Non metro 313 93,658,399 43,364,526 1.44 138,545 57.12

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

77

Pool Profile by Geographic Distribution (Region)

No. of

Accounts

Total Security

Valuations (A$)

Total Loan

Balance (A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

Inner City 458 173,879,802 87,832,149 2.92 191,773 60.84 Metro 9,880 4,046,833,318 1,921,777,502 63.95 194,512 59.89 Non Metro 6,853 2,057,398,321 995,583,826 33.13 145,277 59.89

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

Pool Profile by Balance Outstanding

A($)

No. of

Accounts

Total Security

Valuations (A$)

Total Loan

Balance (A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

< = $30,000 65 22,854,000 1,819,425 0.06 27,991 12.90 > $30,000 and < = $50,000 1,237 331,228,679 50,618,428 1.68 40,920 22.98 > $50,000 and < = $100,000 3,784 1,066,288,749 291,747,427 9.71 77,100 37.62 > $100,000 and < = $150,000 3,298 997,457,966 416,077,879 13.85 126,161 51.74 > $150,000 and < = $200,000 3,222 1,081,165,486 566,009,264 18.83 175,670 60.51 > $200,000 and < = $250,000 2,172 824,369,212 487,396,730 16.22 224,400 65.99 > $250,000 and < = $300,000 1,390 634,083,077 381,107,942 12.68 274,178 66.77 > $300,000 and < = $350,000 843 438,715,162 272,148,678 9.06 322,834 68.30 > $350,000 and < = $400,000 498 308,122,500 186,128,868 6.19 373,753 66.38 > $400,000 and < = $450,000 239 165,724,010 100,930,078 3.36 422,302 66.38 > $450,000 and < = $500,000 159 119,123,600 75,471,769 2.51 474,665 68.90 > $500,000 and < = $550,000 96 85,318,250 50,224,617 1.67 523,173 65.81 > $550,000 and < = $600,000 69 61,546,250 39,856,630 1.33 577,632 69.54 > $600,000 and < = $700,000 66 66,519,000 42,571,648 1.42 645,025 68.52 > $700,000 and < = $800,000 31 39,250,500 23,157,458 0.77 747,015 63.77 > $800,000 and < = $900,000 11 15,720,000 9,178,397 0.31 834,400 63.60 > $900,000 and < = $1,000,000 9 16,285,000 8,581,481 0.29 953,498 59.25 > $1,000,000 and < = $1,100,000 2 4,340,000 2,166,760 0.07 1,083,380 49.99

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

78

Pool Profile by Current LTV

No. of

Accounts

Total Security

Valuations (A$)

Total Loan

Balance (A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

< = 30% 3,751 1,802,572,681 335,976,149 11.18 89,570 21.26 > 30% and < = 35% 946 387,501,421 126,044,922 4.19 133,240 32.59 > 35% and < = 40% 1,038 412,594,156 154,680,772 5.15 149,018 37.55 > 40% and < = 45% 1,014 379,464,075 161,374,110 5.37 159,146 42.57 > 45% and < = 50% 1,033 386,155,982 183,418,339 6.10 177,559 47.54 > 50% and < = 55% 986 358,854,501 188,487,991 6.27 191,164 52.57 > 55% and < = 60% 1,042 356,254,103 204,644,400 6.81 196,396 57.48 > 60% and < = 65% 1,000 321,430,601 200,935,840 6.69 200,936 62.55 > 65% and < = 70% 1,128 347,415,477 234,522,032 7.80 207,910 67.54 > 70% and < = 75% 1,182 358,025,787 259,850,742 8.65 219,840 72.61 > 75% and < = 80% 2,236 678,317,285 529,211,777 17.61 236,678 78.04 > 80% and < = 85% 607 164,488,507 135,481,264 4.51 223,198 82.39 > 85% and < = 90% 817 216,338,415 189,680,261 6.31 232,167 87.70 > 90% and < = 95% 411 108,698,450 100,884,879 3.36 245,462 92.83

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

Pool Profile by Year of Maturity

No. of

Accounts

Total Security

Valuations (A$)

Total Loan

Balance (A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

2008 1 415,000 165,380 0.01 165,380 39.85 2009 3 835,000 110,608 0.00 36,869 34.04 2010 18 5,318,000 775,535 0.03 43,085 20.11 2011 13 3,570,740 663,462 0.02 51,036 38.41 2012 12 4,525,000 678,382 0.02 56,532 18.82 2013 21 4,625,000 1,060,775 0.04 50,513 30.91 2014 76 22,259,000 4,295,224 0.14 56,516 26.11 2015 124 34,193,000 7,100,127 0.24 57,259 31.11 2016 69 20,027,000 4,849,029 0.16 70,276 32.23 2017 33 8,410,000 2,731,505 0.09 82,773 43.85 2018 35 12,231,100 3,335,213 0.11 95,292 35.57 2019 97 30,069,265 8,145,195 0.27 83,971 36.70 2020 140 39,831,357 10,243,412 0.34 73,167 36.14 2021 81 27,091,606 7,948,102 0.26 98,125 38.93 2022 62 18,292,000 5,786,029 0.19 93,323 41.09 2023 87 24,890,000 8,303,853 0.28 95,447 42.62 2024 164 49,883,324 16,909,516 0.56 103,107 44.68 2025 275 82,203,700 27,372,787 0.91 99,537 44.24 2026 460 135,188,549 54,644,400 1.82 118,792 51.36 2027 201 72,695,704 26,421,007 0.88 131,448 46.59 2028 190 64,021,328 23,756,990 0.79 125,037 49.20 2029 307 108,244,583 44,208,192 1.47 144,001 53.53 2030 376 119,477,554 52,891,564 1.76 140,669 54.27 2031 111 39,395,849 19,726,925 0.66 177,720 60.78 2032 315 114,369,939 49,327,815 1.64 156,596 54.55 2033 1,006 338,373,820 152,927,342 5.09 152,015 56.83 2034 3,072 1,134,523,524 571,970,517 19.03 186,188 61.98 2035 6,607 2,467,032,604 1,207,442,806 40.18 182,752 60.53 2036 3,235 1,296,117,895 691,401,784 23.01 213,725 63.83

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

79

Pool Profile by Ownership Type

No. of

Accounts

Total Security

Valuations (A$)

Total Loan

Balance (A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

Investment 2,176 1,009,941,276 446,756,681 14.87 205,311 56.22 Owner Occupied 15,015 5,268,170,165 2,558,436,796 85.13 170,392 60.56

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

Pool Profile by Mortgage Insurer

No. of

Accounts

Total Security

Valuations

(A$)

Total Loan

Balance

(A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

Genworth Financial Mortgage Insurance Pty Limited 2,408 661,236,791 515,478,772 17.15 214,069 82.19 PMI Mortgage Insurance Ltd - Pool Insurance 14,783 5,616,874,650 2,489,714,705 82.85 168,417 55.30

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

Pool Profile by Fixed Rate Term Remaining Period

No. of

Accounts

Total Security

Valuations

(A$)

Total Loan

Balance

(A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

> 0 and < = 1 year 1,112 439,817,264 238,405,976 7.93 214,394 65.08 > 1 and < = 2 years 1,106 418,259,622 199,531,654 6.64 180,408 59.36 > 2 and < =3 years 1,082 425,441,463 206,252,951 6.86 190,622 58.42 > 3 and < = 4 years 187 65,667,633 30,295,722 1.01 162,009 56.41 > 4 and < = 5 years 177 62,121,296 30,571,813 1.02 172,722 58.24 > 5 and < = 7 years 32 9,665,500 4,257,374 0.14 133,043 52.96

Fixed Rate Sub-Total 3,696 1,420,972,778 709,315,490 23.60 191,914 60.80 Variable-rate 13,495 4,857,138,663 2,295,877,987 76.40 170,128 59.64

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

Pool Profile by Current Coupon Rate

No. of

Accounts

Total Security

Valuations

(A$)

Total Loan

Balance

(A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

< = 6.0% 5 4,488,000 1,883,780 0.06 376,756 47.94 > 6.0% and < = 6.5% 707 295,596,688 170,951,176 5.69 241,798 66.94 > 6.5% and < =7.0% 2,726 1,031,276,892 492,797,001 16.40 180,777 58.64 > 7.0% and < = 7.5% 12,744 4,647,213,546 2,196,062,464 73.08 172,321 59.65 > 7.5% and < = 8.0% 1,009 299,536,315 143,499,056 4.78 142,219 60.21

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

80

Pool Profile by Amortization

No. of

Accounts

Total Security

Valuations

(A$)

Total Loan

Balance

(A$)

By Loan

Balance (%)

Average

Loan

Balance

(A$)

Weighted

Average

Current

LTV (%)

Principal & Interest 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92 Interest Only - - - - - -

Total 17,191 6,278,111,441 3,005,193,477 100.00 174,812 59.92

Static Pool Information

Current static pool data with respect to housing loans serviced by National Australia Bank Limited can be viewed at “http://www.nabgroup.com/vgnmedia/downld/Static_Pool_Information.pdf”.

As used in the Static Pool Information, a loan is considered to be “thirty-one (31) to sixty (60) days” or “thirty (30) or more days” delinquent when a payment due on any due date remains unpaid as of the close of business on the last business day immediately prior to the next following monthly due date. The determination as to whether a loan falls into this category is made as of the close of business on the last business day of each month.

National Australia Bank Limited’s procedures in relation to delinquency and foreclosure are described in “Description of the Transaction Documents—The Servicing Agreement—Collection and Enforcement Procedures”.

There can be no assurance that the delinquency and foreclosure experience set forth in the Static Pool Information will be representative of the results that may be experienced with respect to the mortgage loans included in the Trust.

National Australia Bank Limited Residential Loan Program

Origination of the Housing Loans

The Seller originates Australian residential Housing Loans in two ways:

• through its retail network (“Retail Channel”); and

• through approved mortgage brokers and financial planners (“Third Party Channel”).

The following discussion summarizes the underwriting standards applicable to the Housing Loans and describes certain key features and characteristics of the Housing Loans. These standards, features and characteristics are under regular review and may change from time to time as a result of business, legislative or regulatory changes.

Where circumstances warrant, giving overall consideration of the strength of the application, a Housing Loan may be made with high level approval where certain elements are outside the Seller’s normal underwriting criteria.

Underwriting Process

Housing Loans Originated Through the NAB’s Retail Channel

Housing loans produced through the NAB’s Retail Channel are considered for origination on the basis of a rate internally calculated by the NAB designed to determine an applicant’s capacity to repay a Housing

81

Loan. The rate is set at a value that best estimates an average interest rate applicable to Housing Loans in the foreseeable future. Such rate, however, bears no relationship to the actual interest rate charged on the Housing Loan. Regardless of the determined rate, applicants must demonstrate the capacity to repay the Housing Loan and satisfy all other commitments including general living expenses. Scheduled payments are calculated on the basis of the current interest rate. Applicants must meet minimum risk-adjusted loan serviceability thresholds, using reliable and regular income sources. Risk-adjusted thresholds are subject to change from time to time based on applicant income and risk levels. Reliance is not placed on irregular income (such as over-time or higher duties) to meet fixed commitments.

Housing Loan proceeds may only be applied for owner occupied, investment or personal purposes (including consolidation of personal debts), and for the purchase, construction or renovation of a residential or investment property. Construction loans are not securitized until construction is completed. Providing a sound history (minimum six (6) months) is held with another financial institution, the NAB’s Retail Channel will consider refinancing debts. The minimum loan amount available is twenty thousand dollars (A$20,000). There is no maximum amount (subject to security and capacity to repay).

For Housing Loans, the NAB’s Retail Channel lends to a maximum of 100% of the market value of the property. Lender’s mortgage insurance is mandatory for all Housing Loans where the loan-to-value ratio is 80% or more with respect to any owner occupied or investment property, and 70% or more, with respect to certain inner city investment properties. The insurance provides 100% coverage against loss on the entire Housing Loan. The minimum term for a Housing Loan is one (1) year. The maximum term for a Housing Loan is thirty (30) years.

The NAB’s Retail Channel takes a first registered mortgage or second registered mortgage only over suitable residential property as security for a Housing Loan. In certain circumstances, usually when a borrower is selling one property and buying another and simultaneous property settlements do not occur, a Housing Loan can be secured for a short period of time by a cash deposit held by the NAB. The relevant borrower must agree in writing to grant the NAB a right of set-off against the deposit to secure repayment of the Housing Loan during this period.

The NAB’s Retail Channel determines the market value of the property provided as security by reference to the current realisable value of the property on a normal sale basis (where both the buyer and Seller would be willing and legitimate participants).

A valuation is not considered mandatory:

• when the value of the property is confirmed by sighting a contract of sale no more than five (5) years old or council rates less than 12 months old; and

• when the loan-to-value ratio is less than 70%, in the case of non-owner occupied inner city apartments, and 80%, in the case of other properties; and

• where the total borrowings do not exceed four hundred thousand dollars (A$400,000).

When required, valuations are generally undertaken by NAB security inspections officers.

If any doubt exists as to the market value of a property a physical inspection is to be completed by the NAB. For Building in the Course of Erection (“BICOE”) loans, a final internal inspection is mandatory.

Approximately 72% of amortizing home loans are originated through NAB’s Retail Channel.

82

Housing Loans Originated Through the NAB’s Third Party Channel

The NAB also originates Housing Loans through approved mortgage brokers through the NAB’s Third Party Channel. In underwriting the Housing Loans, the NAB’s Third Party Channel utilizes an internally calculated rate in the same manner as the NAB’s Retail Channel described above. Again, the rate is set at a value that best estimates an average interest rate applicable to Housing Loans in the foreseeable future and bears no relationship to the actual interest rate charged on the Housing Loan. Regardless of the determined rate, applicants must demonstrate the capacity to repay the Housing Loan and satisfy all other commitments including general living expenses. Scheduled payments are calculated on the basis of the current interest rate. Applicants must meet minimum risk-adjusted loan serviceability thresholds, using reliable and regular income sources. Risk-adjusted thresholds are subject to change from time to time based on applicant income and risk levels. Reliance is not placed on irregular income (such as over-time or higher duties) to meet fixed commitments.

Housing Loan proceeds may only be applied for owner occupied, investment or personal purposes (including consolidation of personal debts). A Housing Loan may be approved for the purchase, construction or renovation of a residential or investment property. Construction (i.e., BICOE) loans are not securitized until construction is completed. Providing a sound history (minimum six (6) months) is held with another financial institution, the NAB’s Third Party Channel is willing to look at refinancing debts. Any Redraw provided in respect of such a Housing Loan may, however, be used for business or other purposes.

For Housing Loans, the NAB’s Third Party Channel lends to a maximum of 95% of the market value of the property. Lender’s mortgage insurance is mandatory for all Housing Loans where the loan-to-value ratio is 80% or more, with respect to any owner occupied or investment property and 70% or more, with respect to certain inner city investment properties. The insurance provides 100% coverage against loss on the entire loan. The minimum term for a Housing Loan is one (1) year. The maximum term for a Housing Loan is thirty (30) years.

The NAB’s Third Party Channel takes a first registered mortgage or second registered mortgage only over suitable residential property as security for a Housing Loan. In certain circumstances, usually when a borrower is selling one property and buying another and simultaneous property settlements do not occur, a Housing Loan can be secured for a short period of time by a cash deposit held by the NAB. The relevant borrower must agree in writing to grant the NAB a right of set-off against the deposit to secure repayment of the Housing Loan during this period.

The NAB’s Third Party Channel determines the market value of property provided as security by reference to the current realisable value of the property on a normal sale basis (where both the buyer and Seller would be willing and legitimate participants).

A valuation is not considered mandatory:

• when the value of the property is confirmed by sighting a contract of sale no more than five (5) years old or council rates less than 12 months old; and

• when the loan-to-value ratio is less than 70%, in the case of non-owner occupied inner city apartments, and 80%, in the case of other properties; and

• where the total borrowings do not exceed four hundred thousand dollars (A$400,000).

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When required, valuations are undertaken by the NAB’s Third Party Channel’s own panel of independent external valuers. In addition, if any doubt exists as to the market value of a property a physical inspection is to be completed by the NAB. For BICOE loans, a final internal inspection is mandatory.

Approximately 28% of amortizing home loans are originated through NAB’s Third Party Channel.

Credit and Lending Procedures

The following is a summary description of the credit and lending procedures adopted by the NAB.

A bank officer is the intermediary for the NAB’s Retail Channel home loan customer at all times until the Housing Loan is underwritten. The bank officer initially reviews with the customer his or her borrowing needs and credit situation and recommends the most appropriate loan product. A program called “NABCalc” is used which calculates the customer’s repayment schedule and indicates how much the customer can borrow. An application form is then completed and the information is input into a decision tool called “Siebel electronic Consumer Lending” (“eCL”). The NAB’s Third Party Channel utilizes the same credit and lending processes adopted by the NAB’s Retail Channel. The decision tool LoanMaker, is used for those Housing Loans originated through the brokers.

The decision tool eCL assists in the application process by retrieving existing NAB customers’ data and account performance from relevant source systems, then obtaining credit bureau data from the relevant credit reference agency.

The eCL decision process then utilises the above and applies business rules, via logic trees, to each of the application’s characteristics. Example business rules include a minimum required application score and the application of current business/lending policy. Each application characteristic is allocated a score. These scores are then totalled to arrive at an overall application score. The eCL decision tool will then return one of three results: accept, decline or refer. If a “decline” or “refer” result is obtained, these applications may be referred to a Credit Manager who is afforded sufficient review authority to review and, where appropriate, override the eCL decision.

All NAB home loan applications are subject to underwriting criteria guidelines that are used in assessing Housing Loans. The criteria are intended as a guide and are used in determining the suitability of loan applicants. Criteria guidelines include:

• applicant be a minimum of 18 years of age;

• legal capacity of the applicant of entering into the loan contract;

• employment/eligible income sources;

• satisfactory credit checks;

• satisfactory savings history/loan repayment history;

• sound asset/liability position; and

• capacity to repay the Housing Loan.

It is a requirement that an applicant’s income be verified by pay slips, salary deposits to NAB bank accounts, recent tax returns or the most recent financial statements for self-employed applicants.

All bank officers involved in assessing/approving Housing Loans have ready, on-line access to the NAB’s lending manuals. Any significant change or review of underwriting policy is updated immediately and communicated to such officers via a credit bulletin. Other changes or amendments are forwarded on a periodic basis.

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If lender’s mortgage insurance is required, the bank officer makes all arrangements for lender’s mortgage insurance.

If the Housing Loan is declined, the bank officer has the opportunity to have the application reviewed a second time by a Credit Manager. Credit Managers are experienced lending officers who have been given authority to review and approve applications that may be outside bank policy. If the Housing Loan is still declined, the NAB formally advises the customer in writing.

If a Housing Loan in the NAB’s Retail Channel is approved (by either eCL or the credit managers), the application is then transferred for further processing to one of the NAB’s centralized lending services centers. The lending services center is responsible for preparing the appropriate documentation, checking that the security is in order, administering settlement, and drawing down the Housing Loans. Once an application is received at the lending services center, a title search is ordered and valuation requested if necessary.

Documentation is then prepared and a copy is forwarded to the customer and a copy to the appropriate bank officers. The contracts are prepared using a system called “Docwiz” which allows the customer’s personal and loan details to be entered but prohibits the bank officer from further modifying the contract from terms previously approved by the lending services center.

Customers are encouraged to seek independent legal advice in relation to documentation prior to closing. Once all documentation is signed, it is returned to the lending services center for preparation of the file for settlement.

For Housing Loans in the NAB’s Third Party Channel, a regionalized production team is responsible for preparing the appropriate documents, using a system called “LoanMaker” which allows the customer’s personal and loan details to be entered but prohibits the production officer from further modifying the contract, checking that the security is in order, drawing down of the Housing Loans, continued loan maintenance and account control. A valuation is requested if necessary. The loan “letter of offer” is then prepared by the “LoanMaker” system and is forwarded to the customer for signing.

Once the documentation is signed and returned, the regionalised production team instructs the NAB’s Third Party Channel’s external law firm to conduct a title search and to prepare the mortgage documentation.

After settlement has been effected the Housing Loan is drawn down and fees charged. All the documentation is then filed in a central file room and the title is sent away for stamping and registration. Once returned from the titles office, it too is filed centrally. Housing loans may be approved above 95% of the market value of the property (loan-to-value ratio), however, the purpose is restricted to property purchase, available products are limited and Lender’s mortgage insurance is mandatory. Lender’s mortgage insurance is mandatory for Housing Loans where the loan-to-value ratio is 80% or more with respect to any owner occupied or investment property, 70% or more, with respect to certain inner city investment properties. Where the loan-to-value ratio exceeds 80% (or 70%, in the case of non-owner occupied inner city apartments), it is mandatory that an inspection or a valuation of the security be held.

An “open” policy has been negotiated with the NAB’s preferred insurer, Genworth Financial Mortgage Insurance Pty Ltd, a subsidiary of the US entity Genworth Financial Inc. , which provides the NAB with the ability to write lenders mortgage insurance to 95% loan-to-value ratio or less without prior approval. The “open” policy agreement, held with Genworth Financial Mortgage Insurance Pty Ltd, is subject to the following conditions:

• the home loan must be approved by the NAB’s credit scoring system, Siebel electronic Consumer Lending (“eCL”);

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• the loan-to-value ratio must be 95% or less;

• a valuation has been completed;

• loan amount is less than or equal to A$1,000,000 (aggregate lending not exceeding $2,500,000) for all areas; and

• the security must be a registered mortgage held over a suitable residential property (less than 10 hectares), or vacant land (less than 2.2 hectares).

Applications with loan-to-value ratios in excess of 95% are forwarded to Genworth for approval on a case by case basis.

Features and Options; Loan Types

Depending on the loan type, scheduled payments can consist of either principal and interest or interest only. Interest on the Housing Loans is calculated on a daily “simple” interest basis, and is payable in advance or in arrears. Scheduled payments on the Housing Loans are made in arrears on a weekly, bi-weekly or monthly basis. Interest may be paid up to annually in advance on fixed-rate interest-only Housing Loans.

For variable-rate Housing Loans, prepayments may be made at any time without any prepayment penalty.

For fixed-rate Housing Loans, a prepayment penalty is generally charged to the borrower where the full amount of the fixed-rate Housing Loan is prepaid but may be charged to the borrower in other circumstances.

Unlike conventional Australian mortgage loans, scheduled payments for many of the NAB’s Retail Channel variable-rate Housing Loans are calculated on the basis of a Reference Rate. The Reference Rate is not the per annum interest rate applicable to the Housing Loan, but is a rate designed to produce scheduled payments that reflect the borrower’s preference and capacity to pay the loan. On each anniversary of the Housing Loan, scheduled payments are generally increased by the difference between the prevailing loan interest rate and the Reference Rate, provided the Housing Loan rate is higher than the Reference Rate. For example, if on the first anniversary of a Housing Loan, its interest rate is 10% per

annum and the Reference Rate is 8% per annum, then scheduled payments would increase by two percent. Thus, if the initial scheduled payment is A$800 per month, then the payment would increase on the first anniversary to A$816 per month. If the Housing Loan interest rate is equal to or below the Reference Rate, scheduled payments do not change. Such Reference Rate is agreed to by the NAB and the borrower at the time the Housing Loan is entered into and is set at a rate between a minimum (currently 5%) and the prevailing interest rate.

While interest on the Housing Loan is calculated daily at the prevailing interest rate, the actual scheduled payments do not change with changes to interest rates. The only change in required scheduled payments is as a result of the annual loan review, which may include a Reference Rate adjustment, or as a result of a Redraw by the borrower or an agreed variation. See “National Australia Bank Residential Loan Program—Redraw Mortgage Loans” below.

With respect to certain Housing Loans, the security pledged to secure the Housing Loan may be changed at the customer’s request (without the need to write a new Housing Loan or contract). In all cases, the replacement security must be an approved residential home or, in the limited circumstances described in this Offering Circular, a cash deposit. Any change in security is at the discretion of the NAB.

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Certain Housing Loans originated by the NAB provide the borrower with the right to convert the variable-rate at which interest accrues to a fixed-rate, and vice versa. Certain interest-only Housing Loans provide the borrower with the right to convert the Housing Loan to an amortizing Housing Loan.

In certain cases, exercise of such rights are conditional on the payment of a fee and in other cases, the right is subject to the NAB’s approval.

“Loan Trimmer” and “100% Offset” are product features that enable deposit accounts to be linked to certain NAB Housing Loan accounts. Loan Trimmer provides customers with the means to offset interest normally earned on deposits against the interest payable on certain Housing Loans. No interest is earned on the deposits. Instead, the interest rate that would have otherwise applied to the deposit account is used to reduce the interest rate charged on the Housing Loan. 100% Offset provides customers with the means to offset the balance of deposit accounts against the balance of certain Housing Loans for interest calculation purposes. Interest is only charged on the amount by which the outstanding principal balance exceeds the balance of the linked deposit account.

Redraw Mortgage Loans

Certain variable-rate Housing Loans (“Redraw Mortgage Loans”) provide the borrower with the ability to draw additional amounts (“Redraws”) under the Housing Loan provided certain criteria are met. Certain variable-rate Housing Loans provide the Seller with the discretion to allow the borrower to make redraws in certain circumstances. In the case of Housing Loans originated through the NAB’s Third Party Channel and certain Housing Loans originated through the NAB’s Retail Channel, the aggregate amount that may be advanced at any time is limited to the difference between the current outstanding principal balance and the scheduled balance at that time (which, in general terms, will be equal to the amount of principal prepayments previously made by the borrower). With respect to other Housing Loans originated through the NAB’s Retail Channel, the aggregate amount that may be advanced as a Redraw at any time is limited to the amount by which a “notional balance” specified for such date exceeds the outstanding principal balance.

Under each Redraw Mortgage Loan, the Seller has reserved the discretion to cancel its obligation to provide Redraws. If the right is cancelled, the borrower is still entitled to request a Redraw, but the Seller is not obliged to approve the request.

The Seller may be reimbursed by the Trust for any Redraws made by the Seller to the applicable borrower (See “Description of the Notes—Cashflow Allocation Methodology”). If so specified in the Supplemental Deed for the Trust may finance any such reimbursement by issuing additional Notes, bonds or other indebtedness or by other means.

The Mortgage Insurance Policies

General

Each Mortgage Loan is insured under a primary Mortgage Insurance Policy issued by Genworth Financial Mortgage Insurance Pty Ltd, PMI Mortgage Insurance Ltd, or any other insurer acceptable to National Australia Bank Limited, or under a mortgage pool insurance policy issued by PMI Mortgage Insurance Ltd.

If a Mortgage Loan has a loan-to-value ratio at the date of origination of (i) 80% or more, or (ii) 70% or more with respect to certain inner city investment properties, it will generally be insured under a primary Mortgage Insurance Policy in favor of the Seller. The Seller will equitably assign its interest in each primary Mortgage Insurance Policy to the Issuer Trustee on the Issue Date. A mortgage pool insurance

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policy issued by PMI Mortgage Insurance Ltd will insure the Issuer Trustee in respect of losses in respect of all other Mortgage Loans.

100% of the Mortgage Loans in the loan pool which meet the above requirements are covered by mortgage insurance. 17.15% of the Mortgage Loans in the loan pool are insured by Genworth Financial Mortgage Insurance Pty Ltd and 82.85% of the Mortgage Loans in the loan pool are insured by PMI Mortgage Insurance Ltd.

Primary Mortgage Insurance

Coverage

Each Mortgage Insurance Policy covers any loss realized on the disposal of the related mortgaged property subject to such Mortgage Loan. Generally, the amount covered by each primary Mortgage Insurance Policy will be the outstanding amount owed by the borrower with respect to the Mortgage Loan, including unpaid principal (as increased by any negative amortization), accrued interest at any non-default rate up to specified dates, fines, fees, charges and proper enforcement costs, less all amounts recovered from enforcement of the mortgage on the related mortgaged property, including sale proceeds, compensation for compulsory acquisition of the related mortgaged property and any rents or profits received by the Issuer Trustee.

The insurance under the primary Mortgage Insurance Policy terminates on the earliest of the following:

• Repayment in full of the Mortgage Loan; or

• The date of the payment of a claim for loss under the primary Mortgage Insurance Policy.

Under each primary Mortgage Insurance Policy, the Mortgage Insurer insures the Issuer Trustee against loss if a default occurs in relation to the insured Mortgage Loan and if one of the events entitling a claim to be made occurs.

No claim can be made for a loss unless:

• the Issuer Trustee, with the approval of the applicable Mortgage Insurer, has sold the mortgaged property;

• the Issuer Trustee, with the approval of the applicable Mortgage Insurer, has become the absolute owner of the mortgaged property by foreclosure;

• the relevant mortgagor has sold the mortgaged property with the express consent of the Issuer Trustee given with the prior written approval of the Mortgage Insurer;

• the mortgaged property has been compulsorily acquired or sold by any government, semi-governmental or local government authority for public purposes; or

• the Mortgage Insurer has agreed to pay a claim.

The loss in respect of a Mortgage Loan insured under a primary Mortgage Insurance Policy is calculated by:

• adding together:

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• the outstanding principal balance of the Mortgage Loan, after taking into account all amounts received by the Issuer Trustee as compensation for the compulsory acquisition of the mortgaged property or any rents, profits or proceeds from the mortgaged property and all amounts received by the Issuer Trustee under any insurance policy in relation to loss arising from destruction of or damage to the mortgaged property and not applied in restoration or repair at the earliest of:

• the date of completion of the sale or compulsory acquisition of the mortgaged property;

• the date upon which the Issuer Trustee became the absolute owner of the mortgaged property by foreclosure;

• the date upon which a claim is paid by the Mortgage Insurer; and

• interest paid in respect of the Mortgage Loan up to and including the earliest of the dates referred to in the previous three bullet points at the non-default rate specified in the Mortgage Loan;

• amounts recoverable by the Issuer Trustee under the terms of the mortgage in respect of:

• amounts properly paid or incurred by the Issuer Trustee in respect of the mortgaged property for premiums on general insurance policies, levies and other charges payable to a body corporate under the Australian strata title system, rates, taxes and other statutory charges up to a limit in respect of land tax as specified by the Mortgage Insurer;

• reasonable and necessary legal and other fees and disbursements not exceeding A$2,000 (or such other amount agreed by the applicable Mortgage Insurer) paid or incurred by the Issuer Trustee in enforcing or protecting its rights under the mortgage;

• amounts not exceeding A$1,000 paid or incurred by the Issuer Trustee for repair, maintenance and protection of the mortgaged property or such greater amounts incurred with the prior approval of the Mortgage Insurer; and

• costs related to the sale of the mortgaged property by the Issuer Trustee;

• to the extent not otherwise included above, and the Mortgage Insurer determines that they should be included, unpaid fines, penalties, additional interest and other similar amounts which are properly incurred by the Issuer Trustee under the mortgage or in respect of the Mortgage Loan; and

• subtracting from the above the aggregate of:

• all amounts received by the Issuer Trustee under any related collateral security;

• where the Issuer Trustee has sold the mortgaged property, the sale price less any amount required to discharge any prior mortgage;

• where the Issuer Trustee or a prior mortgagee has taken foreclosure action, the value of the Issuer Trustee’s interest in the mortgaged property as agreed between the Mortgage Insurer and the Issuer Trustee; and

• any amount by which a claim may be reduced.

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Requirement and Restrictions; Reduction of Claims

There are a number of requirements and restrictions imposed on the insured under each primary Mortgage Insurance Policy which may entitle the Mortgage Insurer to cancel the policy or refuse or reduce the amount of a claim with respect to a Mortgage Loan, including:

• The failure to pay any premium when due or within the relevant grace period;

• The failure to file a claim within time;

• The failure of the Servicer to be approved by the Mortgage Insurer;

• The failure of the Mortgage Loan contract to require that the related mortgaged property be insured under a general insurance policy;

• An incorrect statement or breach of the duty of disclosure by the insured in relation to the policy;

• The existence of an encumbrance or other interest which affects or has priority over the related mortgage;

• The failure to register the related mortgage or to stamp the Mortgage Loan, related mortgage or collateral security;

• The Issuer Trustee failing to comply with its reporting obligations;

• The Mortgage Loan or related mortgage being materially altered or modified without the Mortgage Insurer’s consent; and

• The occurrence of other circumstances reducing the insured’s rights under any insured Mortgage Loan.

By the Issue Date, both the equitable assignment of the primary Mortgage Insurance Policies to the Issuer Trustee and the Servicer will have been approved by the various Mortgage Insurers.

Mortgage Pool Insurance Policy

Securing and protecting the Mortgage Loan

The insured Mortgage Loan must be secured by an enforceable registered mortgage over real estate property in Australia. The insured is not insured if the mortgage is not enforceable.

The insured must follow the procedures of a prudent lender in preparing, administering and managing the insured Mortgage Loan, the insured mortgage and any other security.

Valuations

A valuation which forms part of the application to the Mortgage Insurer must be in accordance with the Seller’s underwriting standards as provided to the Mortgage Insurer by the Seller on or prior to the date of the Mortgage Insurance Policy.

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Submission of a claim

The insured is permitted to submit a claim for loss:

(a) when the sale of the mortgaged property has been settled; or

(b) when the Mortgage Insurer requests that the insured do so before the mortgaged property is sold; or

(c) when the mortgagee under a prior mortgage has completed the sale of the mortgaged property.

The claim should be lodged within 30 days of:

(a) the settlement date; or

(b) a request from the Mortgage Insurer.

In support of the claim, the insured must provide to the Mortgage Insurer all documents and information the Mortgage Insurer reasonably requires.

Any payment of a claim the Mortgage Insurer makes is a full and final discharge of the Mortgage Insurer’s liability under the Mortgage Insurance Policy, in respect of the Mortgage Loan related to the claim.

At the Mortgage Insurer’s discretion, the Mortgage Insurer may pay a claim before the mortgaged property has been sold.

Within 14 days of receipt by the Mortgage Insurer of the complete claim documentation, including all documentation and information reasonably required by the Mortgage Insurer, the Mortgage Insurer will assess the claim and pay to the insured the amount to which the insured is entitled.

Calculation of loss

The insured’s loss is the “amount owing” to the insured less the “amount recovered” by the insured as described below.

The “amount owing” to the insured is the total of:

(a) the balance of the Mortgage Loan account at the settlement date; and

(b) interest on the balance of the Mortgage Loan account from the settlement date to the date of claim to a maximum of 30 days; and

(c) costs incurred on sale of the mortgaged property which include:

(i) costs properly incurred by the insured for insurance premiums, rates, land tax (calculated on a single holding basis) and other statutory charges on the mortgaged property;

(ii) reasonable and necessary legal fees and disbursements the insured incurs in enforcing or protecting the insured’s rights under the insured Mortgage Loan;

(iii) reasonable Agent’s commission, advertising costs, valuation costs and other costs relating to the sale of the mortgaged property;

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(iv) reasonable and necessary costs incurred by the insured in maintaining (but not restoring) the mortgaged property, however total costs in excess of A$1,500 can be included only if the insured had the Mortgage Insurer’s prior written consent to incur them;

(v) any GST incurred by the insured on the sale or transfer of the mortgaged property to a third party including the amount of any GST which the insured properly incurs in respect of any of the costs, fees, disbursements or commissions specifically identified in this paragraph (c); and

(vi) any amounts applied by the insured with the Mortgage Insurer’s prior written consent to discharge a security interest having priority over the insured Mortgage Loan.

The “amount owing” to the insured does not include:

(a) interest charged in advance;

(b) default rate interest;

(c) early repayment fees;

(d) break funding costs;

(e) higher rate interest payable because of failure to make prompt payment;

(f) fines, fees or charges debited to the Mortgage Loan account;

(g) costs of restoration following damage to or destruction of the mortgaged property;

(h) costs of removal, clean up and restoration arising from contamination of the mortgaged property;

(i) additional funds advanced to the debtor without the Mortgage Insurer’s prior written consent (other than any loan redraws made in respect of amounts by which scheduled loan instalments have been exceeded);

(j) amounts the insured pays in addition to the Mortgage Loan amount to complete improvements;

(k) cost overruns; and

(l) any civil or criminal penalties imposed on the insured under legislation including the Consumer Credit Code.

The “amount recovered” by the insured is the total of:

(a) the gross proceeds of sale of the mortgaged property; and

(b) the following if not already applied to the credit of the Mortgage Loan account:

(i) compensation received for any part of the mortgaged property that has been resumed or compulsorily acquired;

(ii) all rents collected and other profits received relating to the mortgaged property or any other security;

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(iii) any sums received under any insurance policy relating to the mortgaged property not applied to restoration of the mortgaged property following damage or destruction;

(iv) all amounts recovered from the exercise of the insured’s rights relating any security (other than the insured mortgage);

(v) any other amount received relating to the insured mortgage or any other security including any amounts received from the debtor, any guarantor or prior mortgagee; and

(vi) the amount of any input tax credit (credits to be applied to reduce the amount of GST payable) to which the insured is entitled in respect of an acquisition which relates to any costs, fees, disbursements or commissions specifically identified under paragraph (c) above.

Reductions and Cancellation

If the insured fails to comply with its duty of disclosure, the Mortgage Insurer may reduce its liability under or cancel the mortgage pool insurance policy. If the non-disclosure is fraudulent, the Mortgage Insurer may also have the option of avoiding the contract from its beginning.

Where the insured has made a claim and the insured’s loss has been increased due to the insured’s consent, without the Mortgage Insurer’s written approval, to:

(a) the creation of any lease, licence, easement, restriction or other notification affecting the mortgaged property; or

(b) an increase in or acceleration of the payment obligation of the debtor under any security interest having priority over the insured Mortgage Loan; then,

the Mortgage Insurer may reduce the amount payable by the amount of that increased loss.

Where the insured’s loss has been increased due to the insured making a false or misleading statement, assurance or representation to the debtor or any guarantor, the Mortgage Insurer may reduce the amount paid to the insured in the event of a claim by the increase in the insured’s loss.

Description of the Mortgage Insurers

PMI Mortgage Insurance Ltd (“PMI”)

PMI Mortgage Insurance Ltd (ABN 70 000 511 071) is an Australian public company registered in New South Wales and limited by shares. PMI Mortgage Insurance Ltd’s principal activity is lenders’ mortgage insurance which it has done in Australia since 1965 and in New Zealand since 1988.

PMI Mortgage Insurance Ltd’s parent is PMI Mortgage Insurance Australia (Holdings) Pty Ltd, a subsidiary of PMI Mortgage Insurance Co., which is a subsidiary of The PMI Group, Inc. PMI Mortgage Insurance Co. is a leading monoline mortgage insurer in the U.S.

As of December 31, 2005, the audited financial statements of PMI Mortgage Insurance Ltd had total assets of A$1,079 million and shareholder’s equity of A$604 million. PMI Mortgage Insurance Ltd currently has an insurer financial strength rating by S&P and Fitch Ratings of “AA” and by Moody’s of “Aa2”. There is no assurance that the ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by such rating agencies, if, in their judgment, circumstances so warrant. The ratings reflect each respective rating agency’s current assessments of the creditworthiness

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of PMI Mortgage Insurance Ltd and its ability to pay claims on its policies of insurance. Each insurer financial strength rating of PMI Mortgage Insurance Ltd should be evaluated independently. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any class of offered Notes, and such ratings are subject to revision, qualification or withdrawal at any time by the applicable rating agency. Any downward revision, qualification or withdrawal of any of the above ratings may have a material adverse effect on the market prices of the offered Notes. PMI Mortgage Insurance Ltd does not guarantee the market prices of the offered Notes nor does it guarantee that its insurer financial strength ratings will not be revised, qualified or withdrawn.

The business address of PMI Mortgage Insurance Ltd is Level 21, 50 Bridge Street, Sydney, New South Wales, Australia, 2000.

Loans insured by the Genworth Financial Group

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

Together GEMI and GEMICO insured all loans between 15 December 1997 and 31 March 2004.

On 31 March 2004 the lenders mortgage insurance (“LMI”) businesses (including all of the LMI policies written during such period) of GEMI and GEMICO were transferred to a new entity – Genworth Financial Mortgage Insurance Pty Limited (ABN 60 106 974 305) (“Genworth”).

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 GEMI and the other scheme effected the transfer of LMI policies issued by GEMICO.

Upon the completion of the transfer, the then current claims paying ratings for both GEMI and GEMICO (“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 Genworth.

On or about 24 May 2004, Genworth 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 holding company, serving the lifestyle protection, retirement income, investment and mortgage insurance needs of more than 15 million customers, and has operations in 22 countries, including the U.S., Canada, Australia, the U.K. and more than a dozen other European countries. Genworth Financial has its principal lenders mortgage insurance operations in the United States, United Kingdom, Canada, New Zealand and Australia. 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.

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

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Description of the Notes

General

The Issuer Trustee will issue the US$ Notes on the Closing Date pursuant to a direction from the Trust Manager to the Issuer Trustee to issue the Notes pursuant to the terms of the Master Trust Deed, the Supplemental Deed and the Note Trust Deed. The Notes will be governed by the laws of Victoria. The following summary describes the material terms of the US$ Notes. The summary does not purport to be complete and is subject to the terms and conditions of the transaction documents.

Form of the US$ Notes

Book-Entry Registration

Initially, the US$ Notes will be issued in permanent book-entry format in minimum denominations of US$100,000 and US$100,000 in excess thereof. US$ Notes offered and sold to a “qualified institutional buyer” or “QIB” (as defined in Rule 144A under the Securities Act), pursuant to Rule 144A will be represented by one or more US$ Notes in fully registered, global form, known as Rule 144A US$ global notes. Notes offered and sold in reliance on Regulation S will be represented by one or more US$ Notes in fully registered, global form, known as Regulation S US$ global notes. Rule 144A US$ global notes and Regulation S US$ global notes are collectively referred to in this Offering Circular as US$ global notes.

The US$ global notes will be deposited upon issuance with a custodian for The Depository Trust Company (“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 indirect participant of DTC as described below. Beneficial interests in Rule 144A US$ global notes may not be exchanged for interests in Regulation S US$ global notes at any time except in the limited circumstances described below. See “Description of the Notes—Form of the US$ Notes —Exchanges Between Regulation S US$ Global Notes and Rule 144A US$ Global Notes” below.

The US$ global notes, and interests or participations therein, will be subject to certain restrictions on transfer and will bear a restrictive legend as described under “Notice to Investors—Transfer Restrictions” above. In addition, transfer of beneficial interests in the US$ global notes will be subject to the applicable rules and procedures of DTC and its direct and indirect participants (including, if applicable, those of the Euroclear System and Clearstream, Luxembourg), which may change from time to time.

While the US$ Notes are represented by US$ global notes, all references to actions by the US$ Noteholders will refer to actions taken by the DTC upon instructions from its participating organizations and all references in this Offering Circular to distributions, notices, reports and statements to US$ Noteholders will refer to distributions, notices, reports and statements to DTC or its nominee, as the registered Noteholder, for distribution to owners of the US$ Notes in accordance with DTC’s procedures.

Investors in the Rule 144A US$ global notes may hold their interests therein directly through DTC, if they are DTC participants, or indirectly through organizations which are participants in such system, including the Euroclear System and Clearstream, Luxembourg. Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of their respective participants, through customer’s 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 customer’s securities accounts in the depositaries’ names on the books of DTC.

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DTC has advised the Trust Manager and the Initial Purchasers that it is:

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

• a “banking organization” within the meaning of the New York Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered under the provisions of Section 17A of the Exchange Act, as amended (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.

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 business 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 business 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 business day following settlement in DTC.

Purchases of US$ global notes held through the DTC system must be made by or through DTC participants, which will receive a credit for the US$ global notes on DTC’s records. The ownership interest of each actual US$ Noteholder is in turn to be recorded on the DTC participants’ and indirect participants’ records. US$ Noteholders will not receive written confirmation from DTC of their purchase.

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However, US$ 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 US$ Noteholder entered into the transaction. Transfers of ownership interests in the US$ global notes are to be accomplished by entries made on the books of DTC participants acting on behalf of the US$ noteholders. US$ noteholders will not receive Notes representing their ownership interest in offered US$ global notes unless use of the book-entry system for the US$ global notes is discontinued.

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 holders of the US$ global notes; DTC’s records reflect only the identity of the DTC participants to whose accounts the US$ global notes are credited, which may or may not be the actual beneficial owners of the US$ global 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 US$ global 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 US$ global notes. Under its usual procedures, DTC mails an omnibus proxy to the Issuer 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 US$ global notes are credited on the record date, identified in a listing attached to the proxy.

Principal and interest payments on the US$ Notes will be made 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 US$ Noteholders. These payments will be the responsibility of the DTC participant and not of DTC, the Issuer Trustee, the Note Trustee, the Principal Paying Agent or the Luxembourg Paying Agent. Payment of principal and interest to DTC is the responsibility of the Issuer Trustee, disbursement of the payments to DTC participants is the responsibility of DTC, and disbursement of the payments to US$ Noteholders is the responsibility of DTC participants and indirect participants.

DTC may discontinue providing its services as a securities depository for the US$ global 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.

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 by 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

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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. Euroclear 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 Euroclear 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. Euroclear 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.

Clearstream, Luxembourg and Euroclear have established an electronic bridge between their two systems across which their respective participants may settle trades with each other.

Distributions on the US$ global 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 its depositary. These distributions must be reported for tax purposes in accordance with U.S. tax laws and regulations. Clearstream, Luxembourg or Euroclear, as the case may be, will take any other action permitted to be taken by a US$ 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 US$ global 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.

Exchanges Between Regulation S US$ Global Notes and Rule 144A US$ Global Notes

Beneficial interests in a Regulation S US$ global note may be transferred to a person who takes delivery in the form of an interest in a Rule 144A US$ global note only if such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A and, prior to the expiration of the “distribution compliance period” (as defined in Regulation S), the transferring owner of the beneficial interest in the applicable US$ global note first delivers to the Note Registrar a written certificate in the form specified in the Note Trust Deed to the effect that the transfer is being made to a person that the transferor reasonably believes is a QIB within the meaning of Rule 144A, purchasing for its own account or the account of a QIB in a

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transaction meeting the requirements of Rule 144A and in accordance with all applicable securities laws of the states of the U.S. and other jurisdictions.

Beneficial interests in a Rule 144A US$ global note may be transferred to a person who takes delivery in the form of an interest in a Regulation S US$ Note, whether before or after the “distribution compliance period”, only if the transferring owner of the beneficial interest in the applicable US$ global note first delivers to the Note Registrar a written certificate in the form specified in the Note Trust Deed to the effect that such transfer is being made in compliance with the transfer restrictions applicable to the US$ Notes and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S.

Transfers involving an exchange of a beneficial interest in a Regulation S US$ global note for a beneficial interest in a Rule 144A US$ global note or vice versa will be effected in DTC by means of an instruction originated by the Note Trustee through the DTC Deposit/Withdrawal Custodian system. Any beneficial interest in a Rule 144A US$ global note that is transferred to a person who takes delivery in the form of an interest in a Regulation S US$ global note or vice versa will, upon transfer, cease to be an interest in the former US$ global note and will become an interest in the latter US$ global note and accordingly, will be subject to all transfer restrictions and other procedures applicable to a beneficial interest in such other US$ global note for so long as it remains such an interest.

Definitive Notes

US$ Notes will be issued as Definitive Notes, rather than in book-entry form to DTC or its nominee, only if one of the following events occurs:

• the Principal Paying Agent advises the Trust Manager in writing, that DTC is no longer willing or able to discharge properly its responsibilities as depository for the US$ Notes, and the Trust Manager is not able to locate a qualified successor; or

• after the occurrence of an event of default, the Note Trustee, at the written direction of Noteholders holding a majority of the outstanding Principal Amount of US$ Notes, advises the Issuer Trustee and the Principal Paying Agent, that the continuation of a book-entry system is no longer in the best interests of the beneficial owners of the US$ global notes.

If either of these events occurs, DTC is required to notify all of its participants of the availability of Definitive Notes. US$ global notes will be serially numbered if issued in definitive form.

No US$ Noteholder will be entitled to receive a Definitive Note representing its interest, except as described in the preceding paragraphs.

Definitive notes will be transferable and exchangeable at the offices of the Note Registrar which is initially the Principal Paying Agent located at 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom. The Note Registrar must at all times have specified offices in London and New York. The 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 Note Registrar will not be required to register the transfer or exchange of Definitive Notes within the 30 days preceding a Payment Date for the Definitive Notes.

Payments on the Notes

Collections in respect of interest and principal will be received during each quarterly collection period. Collections include the following:

• interest and principal receipts from the Housing Loans;

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• proceeds from enforcement of the Housing Loans;

• proceeds from claims under the mortgage insurance policies; and

• payments by the Seller, the Servicer or the Custodian relating to breaches of their representations or undertakings.

The Issuer Trustee will make payments on a quarterly basis on each Payment Date including payments to the providers of support facilities to the Trust and payments of interest and principal on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes. On each Payment Date, the Principal Paying Agent will distribute, indirectly through DTC, Euroclear, Clearstream, Luxembourg and/or the Depositaries, principal and interest, if any, to the owners of the Offshore Notes as of the related quarterly Determination Date if the Offshore Notes are held in book-entry form, or, if the Offshore Notes are held in definitive form, the last day of the prior calendar month. If payments are made by the Issuer Trustee to the Principal Paying Agent after 1:00 p.m. New York time in the case of the US$ Notes (or in the case of the Class A-2 Notes, after 1:00 p.m. London time) on a Payment Date, then payments by the Principal Paying Agent to the US$ Noteholder or Class A-2 Noteholder, as applicable, will not be made on the Payment Date, but will be made on the next business day after that Payment Date. For so long as the Offshore Notes are listed on the Luxembourg Stock Exchange all payments in Luxembourg will be made in accordance with the rules and regulations of the Luxembourg Stock Exchange.

Key Dates and Periods

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

Collection Period means, in relation to a Payment Date, the period from (and including) the first day of the Quarter immediately preceding that Payment Date up to (and including) the last day of the Quarter immediately preceding that Payment Date except in the case of the first Collection Period, which commences on the day after the Cut-off Date and ends on December 31, 2006, where Quarter means the three month period in each year commencing on January 1, April 1, July 1 and October 1.

Determination Date means the day which is five (5) Business Days prior to a Payment Date.

Payment Date means the 20th day of each of January, April, July and October or, if the 20th day is not a Business Day, then the next Business Day, unless the next Business Day falls in the next calendar month, in which case the Payment Date is the immediately preceding Business Day. The first Payment Date will be January 22, 2007.

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Example Calendar

The following example calendar assumes that all relevant days are business days:

Collection Period ..........January 1st to March 31st

Interest Period ...............January 20th to April 19th

Determination Date.......April 13th

Payment Date ...............April 20th

Cashflow Allocation Methodology

All amounts received by the Issuer Trustee will be allocated by the Trust Manager and paid in accordance

with the cashflow allocation methodology.

The cashflow allocation methodology applies only in respect of payments to be made before the

occurrence of an Event of Default and enforcement of the Deed of Charge in accordance with its terms.

Collections

The Servicer is obliged to collect all Collections on behalf of the Issuer Trustee during each Collection

Period. On each Determination Date, the Trust Manager will allocate the Collections between Finance

Charge Collections and Principal Collections.

“Collections” means all amounts received by the Seller, the Servicer, the Trust Manager or the Issuer

Trustee after the Cut-Off Date in respect of the Purchased Mortgage Loans (including, without limitation,

all principal, interest, the proceeds received under any Mortgage Insurance Policy, any proceeds

recovered from any enforcement action in respect of a Purchased Mortgage Loan, amounts received on a

repurchase of a Purchased Mortgage Loan, any amount received from the Seller as damages in respect of

a breach of any representation, warranty or covenant in connection with the Purchased Mortgage Loans

and any other amounts received in relation to the Purchased Mortgage Loans), but excluding:

(a) the Servicer’s Collections; and

(b) any interest credited to any Collateral Account in respect of a Support Facility.

Determination of Available Principal Collections

On each Determination Date, the “Principal Collections” are calculated as to the aggregate of:

(a)

(i) the Collections for the immediately preceding Collection Period;

(ii) any Excess Available Income to be applied on the Payment Date immediately following

that Determination Date towards Principal Charge-Offs;

(iii) any Excess Available Income to be applied on the Payment Date immediately following

that Determination Date towards Carryover Principal Charge-Offs;

(iv) any Excess Available Income to be applied on the Payment Date immediately following

that Determination Date towards repayment of Principal Draws;

(v) the issue proceeds of any Redraw Notes to be issued on the Payment Date immediately

following that Determination Date; and

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(vi) in respect of the first Determination Date only, any amount received by the Issuer Trustee upon the initial issue of Notes in excess of the Purchase Price of Purchased Mortgage Loans,

less the sum of:

(b) the Finance Charge Collections as calculated on that Determination Date; and

(c) any Mortgage Insurance Interest Proceeds received during the immediately preceding Collection Period.

Application of Principal Collections (prior to Event of Default)

On each Payment Date and based on the calculations, instructions and directions provided to it by the Trust Manager, the Issuer Trustee must distribute out of Principal Collections (as calculated on the Determination Date immediately preceding that Payment Date), the following amounts in the following order of priority:

(a) first, to repay or reimburse any Redraws provided by the Seller (up to and including the last day of the immediately preceding Collection Period) in relation to the Housing Loans comprising part of the Purchased Mortgage Loans to the extent that they have not previously been repaid or reimbursed;

(b) second, as a Principal Draw (if required) on that Payment Date;

(c) third, an amount equal to the Aggregate Stated Amount of the Redraw Notes (as calculated on the Determination Date immediately preceding that Payment Date but excluding any Redraw Note Principal to be paid on that Payment Date) will be allocated to the Redraw Note Principal to be applied on that Payment Date (if any);

(d) fourth, pari passu and rateably, to:

(i) the A$ Class A-1 Principal to be applied on that Payment Date; and

(ii) the A$ Class A-2 Principal to be applied on that Payment Date;

(e) fifth, to the Class B Principal to be applied on that Payment Date; and

(f) sixth, as to any surplus (if any), to the Residual Capital Unitholder.

The Issuer Trustee will only make a payment under any of paragraphs (a) to (f) inclusive at the direction of the Trust Manager and to the extent that any Principal Collections remain from which to make the payment after amounts with priority to that amount have been paid and distributed.

On each Payment Date prior to the occurrence of an Event of Default, the Issuer Trustee must, in accordance with the directions given by the Trust Manager and subject to the payment priority provided for immediately above, pay:

(a) pari passu and rateably:

(i) the A$ Class A-1 Principal payable for that Payment Date to the US$ Class A-1 Currency Swap Provider in accordance with Condition 7.2(a) of the Class A Note Conditions and the terms of the US$ Class A-1 Currency Swap;

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(ii) the A$ Class A-2 Principal payable for that Payment Date to the € Class A-2 Currency Swap Provider in accordance with condition 7.2(a) of the Class A Note Conditions and on the terms of the € Class A-2 Currency Swap;

(b) the Redraw Note Principal payable for that Payment Date, amongst the Redraw Notes (if any) as a repayment of principal on the Redraw Notes in the following order:

(i) first, pari passu and rateably amongst those Redraw Notes with the earliest Issue Date until the Aggregate Stated Amount of those Redraw Notes (as calculated on the Determination Date immediately preceding that Payment Date but without double counting amounts to be paid on that Payment Date) is reduced to zero;

(ii) second, pari passu and rateably amongst those Redraw Notes with the next earliest Issue Date (if any) until the Aggregate Stated Amount (as calculated on the Determination Date immediately preceding that Payment Date but without double counting amounts to be paid on that Payment Date) of those Redraw Notes is reduced to zero; and

(iii) subsequently, pari passu and rateably amongst each subsequent group of Redraw Notes (if any) with the same Issue Date until the Aggregate Stated Amount of those Redraw Notes (as calculated on the Determination Date immediately preceding that Payment Date but without double counting amounts to be paid on that Payment Date) is reduced to zero on the basis that a Redraw Note will not be entitled to any payment in respect of principal until the Aggregate Stated Amount of all Redraw Notes with an earlier Issue Date than that Redraw Note has been reduced to zero; and

(d) the Class B Principal payable for that Payment Date, pari passu and rateably amongst the Class B Notes until the Aggregate Stated Amount of the Class B Notes (as calculated on the Determination Date immediately preceding that Payment Date but without double counting amounts to be paid on that Payment Date) is reduced to zero.

Determination of Available Income

On each Determination Date, the “Available Income” is calculated by the Trust Manager (without double counting) as follows:

(a) the Finance Charge Collections received during the immediately preceding Collection Period; plus

(b) the Mortgage Insurance Interest Proceeds received during the immediately preceding Collection Period; plus

(c) any Other Income in respect of that Determination Date; plus

(d) any net payments due to be received by the Issuer Trustee under the Fixed Rate Swap or the Basis Swap on the next Payment Date; plus

(e) all other amounts received by or on behalf of the Issuer Trustee in respect of the Assets of the Trust in the nature of income and certain tax related amounts during the immediately preceding Collection Period; plus

(f) certain other amounts applied as Available Income on that Determination Date.

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On each Determination Date, the “Finance Charge Collections” for the immediately preceding Collection Period will be calculated by the Trust Manager as the aggregate of the following items:

(a) any interest and other amounts in the nature of interest or income (including any previously capitalized interest) received in respect of any Purchased Mortgage Loan, or any similar amount deemed by the Servicer to be in the nature of income or interest, including without limitation amounts of that nature:

(i) recovered from the enforcement of a Purchased Mortgage Loan (but excluding any amount received under any Mortgage Insurance Policy);

(ii) paid by a Debtor following notice given to that Debtor;

(iii) paid by the Seller or the Servicer to the Issuer Trustee upon repurchase of a Purchased Mortgage Loan;

(iv) paid by another trust or any other person as an Accrued Interest Adjustment upon the transfer of a Purchased Mortgage Loan from the Trust to that other trust or that person;

(v) payable as interest by a Debtor on a Redraw from the date on which the relevant Redraw was provided by the Seller;

(vi) received from the Seller or the Servicer in respect of a breach of a representation or warranty contained in the Transaction Documents in respect of a Purchased Mortgage Loan or under any obligation to indemnify or reimburse the Issuer Trustee; and

(vii) certain other amounts received from the Seller;

(b) any Recoveries received in respect of a Purchased Mortgage Loan; and

(c) any Non-Collection Fee to be received by the Issuer Trustee on the Business Day immediately preceding the next Payment Date.

Principal Draw

If, on any Determination Date, there is a Payment Shortfall, then the Trust Manager must direct the Issuer Trustee to make a Principal Draw on the Payment Date immediately following that Determination Date equal to the lesser of:

(a) the Payment Shortfall; and

(b) the amount of Principal Collections available for application for that purpose on the following Payment Date,

and apply it towards the Payment Shortfall (such amount being a “Principal Draw”).

Liquidity Drawing

If, on any Determination Date, there is a Liquidity Shortfall, the Trust Manager must direct the Issuer Trustee to make a Liquidity Drawing on the Payment Date immediately following that Determination Date equal to the lesser of:

(a) the Liquidity Shortfall on that Determination Date; and

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(b) the Available Liquidity Amount on that Determination Date.

The Issuer Trustee must, if so directed by the Trust Manager, make that Liquidity Drawing and have the proceeds deposited or transferred into the Collections Account on the relevant Payment Date (such amount being a “Liquidity Drawing”).

Determination of Total Available Income

On each Determination Date, the Total Available Income is calculated as the aggregate of:

(a) any Available Income on that Determination Date;

(b) any Principal Draw on that Determination Date; and

(c) any Liquidity Drawing on that Determination Date.

The Total Available Income in respect of a Determination Date must be applied on the immediately following Payment Date to meet Required Payments.

Application of Total Available Income (prior to an Event of Default)

The Trust Manager must direct the Issuer Trustee to pay (or direct the payment of) the following items in the following order of priority out of the Total Available Income (as calculated on the relevant Determination Date) on each Payment Date:

(a) first, at the Trust Manager’s discretion, up to $100 to each Residual Income Unitholder;

(b) second, pari passu and rateably:

(i) solely with respect to the first Payment Date, any Accrued Interest Adjustment to the Seller upon the transfer of any Mortgage Loan to the Trust during the Collection Period immediately preceding that Payment Date; and

(ii) to the Seller, where Prepayment Benefits are credited to any Debtor’s account during the Collection Period immediately preceding that Payment Date, the lesser of:

(A) the aggregate of all such Prepayment Benefits credited to Debtors’ accounts in that Collection Period; and

(B) any Total Break Amount paid by the Fixed Rate Swap Provider to the Issuer Trustee on that Payment Date;

(c) third, pari passu and rateably:

(i) any Taxes payable in relation to the Trust for the Collection Period immediately preceding that Payment Date (after the application of the balance of the Tax Account towards payment of such Taxes);

(ii) the Issuer Trustee’s fee payable on that Payment Date;

(iii) the Servicer’s fee payable on that Payment Date;

(iv) the Trust Manager’s fee payable on that Payment Date;

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(v) the Security Trustee’s fee payable on that Payment Date;

(vi) the Note Trustee’s fee payable on that Payment Date;

(vii) the Agents’ fees payable on that Payment Date;

(viii) any Enforcement Expenses incurred during the Collection Period immediately preceding that Payment Date; and

(ix) any other Expenses of the Trust incurred during the Collection Period immediately preceding that Payment Date;

(d) fourth, pari passu and rateably:

(i) any fees payable by the Issuer Trustee on that Payment Date under the Liquidity Facility Agreement;

(ii) any net amount payable by the Issuer Trustee on that Payment Date under the Fixed Rate Swap (including any break costs but only to the extent the Issuer Trustee has recovered the applicable Prepayment Costs in respect of the relevant Purchased Mortgage Loan from the related Debtor or the applicable Non-Collection Fee in respect of the relevant Purchased Mortgage Loan from the Servicer); and

(iii) any net amount payable by the Issuer Trustee on that Payment Date under the Basis Swap;

(e) fifth, to the Liquidity Facility Provider in repayment or reimbursement of any Liquidity Drawing made before that Payment Date;

(f) sixth, pari passu and rateably:

(i) to the US$ Class A-1 Currency Swap Provider, such amount of the A$ Class A-1 Interest Amount for the Interest Period ending on (but excluding) that Payment Date as is payable to the US$ Class A-1 Currency Swap Provider on that Payment Date in accordance with the US$ Class A-1 Currency Swap and any unpaid A$ Class A-1 Interest Amounts in respect of preceding Interest Periods;

(ii) to the € Class A-2 Currency Swap Provider, such amount of the A$ Class A-2 Interest Amount for the Interest Period ending on (but excluding) the Payment Date as is payable to the € Class A-2 Currency Swap Provider on the Payment Date in accordance with the € Class A-2 Currency Swap and any unpaid A$ Class A-2 Interest Amounts in respect of the preceding Interest Periods;

(iii) the A$ Note Interest Amount for the Redraw Notes for the Interest Period ending on (but excluding) that Payment Date and any unpaid A$ Note Interest Amounts for the Redraw Notes in respect of preceding Interest Periods; and

(iv) any interest payable by the Issuer Trustee under the Liquidity Facility Agreement for the Interest Period ending on (but excluding) that Payment Date and any unpaid interest in respect of preceding Interest Periods; and

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(g) seventh, the A$ Note Interest Amount for the Class B Notes for the Interest Period ending on (but excluding) that Payment Date and any unpaid A$ Note Interest Amounts for the Class B Notes in respect of preceding Interest Periods; and

(h) eighth, to retain in the Tax Account an amount equal to the Tax Shortfall (if any) in respect of that Payment Date.

The Issuer Trustee will only make a payment under any of paragraphs (a) to (h) inclusive to the extent that any Total Available Income remains from which to make the payment after amounts with priority to that amount have been paid and distributed.

Excess Available Income

To the extent that, on any Payment Date, the Total Available Income exceeds the amounts payable in the section immediately above (as calculated on the relevant Determination Date) (“Excess Available

Income”), the Trust Manager must apply any such excess and direct the Issuer Trustee to pay (or direct the payment of) such amount on that Payment Date in the following order of priority:

(a) first, as an allocation to Principal Collections, an amount equal to the aggregate of any Principal Charge-Offs (calculated on that Determination Date and in respect of the immediately preceding Collection Period) referable to the Class A Notes and the Redraw Notes;

(b) second, as an allocation to Principal Collections, an amount equal to the aggregate of any Carryover Principal Charge-Offs (calculated in respect of previous Determination Dates which have not been reimbursed on or before that Payment Date) referable to the Class A Notes and the Redraw Notes;

(c) third, as an allocation to Principal Collections, first an amount equal to any Principal Charge-Offs and then, an amount equal to any Carryover Principal Charge-Offs (in each case calculated in respect of previous Determination Dates which have not been reimbursed on or before that Payment Date ) referable to the Class B Notes;

(d) fourth, as an allocation to Principal Collections, all Principal Draws which have not been repaid as at that Payment Date;

(e) fifth, any break costs payable by the Issuer Trustee to the Fixed Rate Swap Provider under the Fixed Rate Swap (to the extent not previously paid);

(f) sixth, pari passu and rateably, any outstanding break costs payable by the Issuer Trustee to a Currency Swap Provider under a Currency Swap Agreement (to the extent not previously paid from any premium received from a replacement Currency Swap Provider in respect of the relevant Currency Swap);

(g) seventh, to the Residual Income Unitholder in respect of any Residual Income Unit being redeemed, towards the redemption price payable in respect of the relevant Residual Income Unit; and

(h) eighth, as to any surplus, pari passu and rateably to each Residual Income Unitholder by way of distribution of the income of the Trust.

The Issuer Trustee will only make a payment under any of paragraphs (a) to (h) above inclusive, at the direction of the Trust Manager and to the extent that any Excess Available Income remains from which to make the payment after amounts with priority to that amount have been paid and distributed.

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Principal Charge-Offs

If, on any Determination Date, the Trust Manager determines that there are “Principal Charge-Offs” in respect of the immediately preceding Collection Period, the Trust Manager must, on that Determination Date, allocate such Principal Charge-Offs in the following order:

(a) first, towards the Class B Notes until the amount so allocated equals the Aggregate Stated Amount (without double counting) of the Class B Notes (as at that Determination Date); and

(b) second, pari passu and rateably (based on the Aggregate Stated Amounts of the relevant Notes as at the immediately preceding Determination Date) towards:

(i) the Class A-1 Notes until the amount so allocated equals the Aggregate Stated Amount (without double counting) of the Class A-1 Notes (as at that Determination Date);

(ii) the Class A-2 Notes until the amount so allocated equals the Aggregate Stated Amount (without double counting) of the Class A-2 Notes (as at that Determination Date); and

(iii) the Redraw Notes (if any) until the amount so allocated equals the Aggregate Stated Amount (without double counting) of the Redraw Notes (as at that Determination Date).

If, on any Determination Date, the Principal Charge-Offs for the immediately preceding Collection Period exceed the amount of the Excess Available Income available for allocation to Principal Charge-Offs on that Determination Date, the Trust Manager must, on and with effect from the next Payment Date:

(a) first, (without double counting any Principal Charge-Offs) reduce the Aggregate Stated Amount of the Class B Notes by the amount of that excess until the Aggregate Stated Amount of the Class B Notes (as at that Determination Date) is reduced to zero; and

(b) second, (without double counting any Principal Charge-Offs) pari passu and rateably (based on the Aggregate Stated Amounts of the relevant Notes as at the immediately preceding Determination Date) reduce:

(i) the Aggregate Stated Amount of the Class A-1 Notes by the amount of that excess until the Aggregate Stated Amount of the Class A-1 Notes (as at that Determination Date) is reduced to zero;

(ii) the Aggregate Stated Amount of the Class A-2 Notes by the amount of that excess until the Aggregate Stated Amount of the Class A-2 Notes (as at that Determination Date) is reduced to zero; and

(iii) the Aggregate Stated Amount of the Redraw Notes (if any) by the amount of that excess until the Aggregate Stated Amount of the Redraw Notes (as at that Determination Date) is reduced to zero,

(each a “Carryover Principal Charge-Off”).

Interest on the Notes

Period of Accrual

Each Offshore Note accrues interest from (and including) October 27, 2006 (“Closing Date”) and ceases to accrue interest on (but excluding) the earliest of:

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(a) the date on which the Stated Amount (as hereinafter defined) of the Offered Note is reduced to zero and all accrued but previously unpaid interest is paid in full;

(b) the date on which the Offshore Note is redeemed or repaid in full in accordance with the Note terms and conditions (other than redemption on final payment), unless upon such date, payment is improperly withheld or refused, in which case the Offered Note will continue to bear interest in accordance with the Note terms and conditions (both before and after judgment) until (but excluding) whichever is the earlier of:

(i) the day on which all sums due in respect of the Offshore Note up to that day are received by or on behalf of the Noteholder; and

(ii) the seventh day after notice is given to the Noteholder (in accordance with the Note terms and conditions) that, where required by the Note terms and conditions, such payment will be made, provided that upon such presentation payment is in fact made;

(c) the date on which the Offshore Note is deemed to be redeemed in accordance with the redemption on final payment provisions;

(d) the date on which the Offshore Noteholder renounces all of its rights to any amounts payable under or in respect of that Offshore Note; and

(e) the Final Maturity Date.

Interest Periods

The period that an Offshore Note accrues interest is divided into periods (each an “Interest Period”). The first Interest Period for a Offshore Note commences on (and includes) the Closing Date and ends on (but does not include) the first Payment Date thereafter. Each succeeding Interest Period for a Offshore Note commences on (and includes) a Payment Date and ends on (but does not include) the next Payment Date. The final Interest Period for a Offshore Note ends on (but does not include) the date on which interest ceases to accrue on the Offshore Note as described above.

“Business Day” means any day (other than a Saturday, a Sunday or a public holiday) on which banks are open for business in Melbourne, Sydney, London and New York City; provided, that in each case the day is also a TARGET Settlement Date.

“TARGET” means the Trans-European Automated Real-time Gross Settlement Express Transfer System.

“TARGET Settlement Date” means any day on which TARGET is open for business.

Interest Rate for the Offshore Notes

The rate of interest (“Interest Rate”) payable from time to time:

(a) in respect of a Class A-1 Note and an Interest Period is the aggregate of USD-LIBOR-BBA (as hereinafter defined) for that Interest Period and the Margin (as hereinafter defined) in relation to the Class A-1 Note; and

(b) in respect of a Class A-2 Note and an Interest Period is the aggregate of EURIBOR (as hereinafter defined) for that Interest Period and the Margin in relation to the Class A-2 Note.

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“USD-LIBOR-BBA” for an Interest Period will be calculated by the Calculation Agent in accordance with paragraph (a) (or, if applicable, paragraph (b)) below (subject, in the case of the first Interest Period, to paragraph (c) below):

(a) on each Rate Set Date the Calculation Agent will determine the rate USD-LIBOR-BBA as the applicable Floating Rate Option under the 2000 ISDA Definitions (the “ISDA Definitions”) of the International Swaps and Derivatives Association, Inc. (“ISDA”) being the rate applicable to any Interest Period for three month deposits in US dollars in the London inter-bank market which appears on the Rate Page (as hereinafter defined) as of 11:00 a.m., London time, on the Rate Set Date;

(b) if such rate does not appear on the Rate Page at that time, the USD-LIBOR-BBA 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. For this purpose “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 determined by the Calculation Agent) at approximately 11:00 a.m. London time, on the Rate Set Date to prime banks in the London interbank market for a period of three months commencing on the first day of the Interest Period and in a 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 USD-LIBOR-BBA 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 Currency Swap Providers, at approximately 11:00 a.m., New York City time, on that Rate Set Date for loans in US dollars to leading European banks for a period of three months commencing on the first day of the Interest Period and in a representative amount. If no such rates are available in New York City, then the USD-LIBOR-BBA for such Interest Period will be the most recently determined rate in accordance with paragraph (a); and

(c) the USD-LIBOR-BBA for the first Interest Period will be the rate determined by linear interpolation calculated in accordance with paragraph (a) or, if applicable, paragraph (b) above with reference to the duration of the first Interest Period.

“EURIBOR” for an Interest Period will be calculated by the Calculation Agent in accordance with paragraph (a) (or, if applicable, paragraph (b)) below (subject, in the case of the first Interest Period, to paragraph (c) below):

(a) on each Rate Set Date the Calculation Agent will determine the rate “EUR-EURIBOR-Telerate”(as defined in the ISDA Definitions), being the rate for deposits in € for a period of three months which appears on the Rate Page as of 11:00 a.m., Brussels time, on the Rate Set Date;

(b) if such rate does not appear on the Rate Page at that time, the EUR-EURIBOR-Telerate for that Interest Period will be determined as if the Issuer Trustee and the Calculation Agent had specified “EUR-EURIBOR-Reference Banks” which means the rate determined by the Calculation Agent on the Rate Set Date on the basis of the rates at which deposits in € are offered by the Reference Banks (being four major banks in the Euro-zone interbank market determined by the Calculation Agent) at approximately 11:00 a.m., Brussels time, on the Rate Set Date to prime banks in the Eurozone interbank market for a period of three months commencing on the first day of the Interest Period and in a 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 EUR-EURIBOR-

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Telerate for that Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that Interest Period will be the arithmetic mean of the rates quoted by not less than two major banks in the Euro-zone, as selected by the Calculation Agent, at approximately 11:00 a.m., Brussels time, on the Rate Set Date for loans in € to leading European banks for a period of three months commencing on the first day of the Interest Period and in a Representative Amount. If no such rates are available in the Euro-zone, then the EUR-EURIBOR-Telerate for such Interest Period will be the most recently determined rate in accordance with paragraph (a); and

(c) the EUR-EURIBOR-Telerate for the first Interest Period will be the rate determined by linear interpolation calculated in accordance with paragraph (a) or, if applicable, paragraph (b) above with reference to the duration of the first Interest Period.

“Banking Day” means any day on which banks are open for business in London, Brussels and New York City, other than a Saturday, a Sunday or a public holiday in London, Brussels or New York City.

“Rate Page” means :

(a) in respect of the US$ Notes, Telerate Page 3750 or, if Telerate Page 3750 ceased to quote the relevant rate, such other page, section or part of Telerate as quotes the relevant rate and is selected by the Calculation Agent or, if there is no such page, section or part of such other page, section or part of a different screen information service as quotes the relevant rate selected by the Calculation Agent and approved by the Note Trustee; and

(b) in respect of the A-2 Notes, Telerate Page 248 or, if Telerate Page 248 ceased to quote the relevant rate, such other page, section or part of Telerate as quotes the relevant rate and is selected by the Calculation Agent or, if there is no such page, section or part of such other page, section or part of a different screen information service as quotes the relevant rate selected by the Calculation Agent and approved by the Note Trustee.

“Rate Set Date” means the second Banking Day before the beginning of the Interest Period.

“Margin” in relation to:

(a) a Class A-1 Note means, subject to the following:

(i) for the period from, and including, the Closing Date to, but excluding, the Call Option Date, 0.07% per annum; and

(ii) for the period from, and including, the Call Option Date to, but excluding, the date on which that Class A-1 Note ceases to accrue interest in accordance with the provisions described above, 0.14% per annum; and

(b) a Class A-2 Note means, subject to the following:


(ii) for the period from, and including, the Call Option Date to, but excluding, the date on which that Class A-2 Note ceases to accrue interest in accordance with Condition 6.1 of the Class A Note Conditions, 0.18% per annum.

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If on or after the Call Option Date the Issuer Trustee, at the direction of the Trust Manager, proposes to exercise its option to redeem the Notes at their Stated Amount in accordance with the Call Option on a Payment Date but is unable to do so because, following a meeting of Noteholders convened under the Master Trust Deed by the Trust Manager for this purpose, the Noteholders have not approved by an Extraordinary Resolution the redemption of the Offshore Notes at their Stated Amount, then the Margin in relation to each Offshore Note from, and including, that Payment Date to, but excluding, the date on which that Offshore Note ceases to accrue interest in accordance with the provisions described above, will remain at, or revert to, the Margin applying at the Closing Date.

There is no maximum or minimum Interest Rate for the Offshore Notes.

Calculation of Interest on the Offshore Notes

Interest on each Class A-1 Note for an Interest Period (the “Class A-1 Interest Amount”) and on each Class A-2 Note for an Interest Period (the “Class A-2 Interest Amount”) is calculated by applying the Interest Rate for that Offshore Note for that Interest Period to the Invested Amount of that Offshore Note on the first day of the Interest Period (after taking into account any reductions in the Invested Amount of that Offshore Note on that day), by then multiplying such product by the actual number of days in the Interest Period divided by 360 and rounding the resultant figure down to the nearest cent.

If any Interest Amount is not paid on the date when it is due and payable, then such unpaid Interest Amount will accrue interest in accordance with the Class A Note Conditions until paid in full.

“Interest Amount” means:

(a) the Class A-1 Interest Amount; or

(b) the Class A-2 Interest Amount,

as the context requires.

“Invested Amount” in relation to a Offshore Note means, on any Determination Date, the Initial Invested Amount of that Offshore Note less the aggregate of all amounts previously paid, and to be paid on the next Payment Date, in relation to that Offshore Note on account of principal.

Determination of Interest Rate and Interest Amount

The Calculation Agent will, as soon as practicable after 11:00 a.m. (London time, in the case of the A-2 Notes, and New York City time, in the case of the US$ Notes) on each Rate Set Date, determine the Interest Rate in relation to the Offshore Notes, and calculate the Interest Amount, for the immediately succeeding Interest Period in accordance with the provisions described above.

Notification and Publication of Interest Rate and Interest Amount

The Calculation Agent will cause the Interest Rate, the Interest Amount and the Principal Amount for each Interest Period, and the date of the next Payment Date, to be notified to the Issuer Trustee, the Trust Manager, the Note Trustee, the Currency Swap Providers, the Paying Agents and for such period as the Offshore Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock exchange require, the Luxembourg Stock Exchange) on or as soon as practical after the Calculation Agent has determined the Interest Rate and calculated the Interest Amount and will cause the same to be published in accordance with the Note terms and conditions as soon as possible after that notification. The Interest Amount and the Payment Date may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) in the event of an extension or shortening of the Interest

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Period. If following the occurrence of an Event of Default, the Security Trustee declares in accordance with the Master Security Trust Deed that the Offshore Notes are immediately due and payable, the Interest Rate in respect of the Offshore Notes will nevertheless continue to be calculated by the Calculation Agent in accordance with these provisions, but no publication of the Interest Rate so calculated needs to be made unless the Note Trustee otherwise requires.

Determination or Calculation by the Note Trustee

If the Calculation Agent at any time for any reason does not determine the Interest Rate in respect of the Offshore Notes, or calculate the Interest Amount, in accordance with these provisions, the Note Trustee will do so and each such determination or calculation by the Note Trustee will be as if made by the Calculation Agent. In doing so, the Note Trustee will apply the foregoing provisions, with any necessary consequential amendments, to the extent that it can and in all other respects it will do so in such a manner as it considers to be fair and reasonable in all the circumstances.

Payment of the Interest Amount

The Class A-1 Interest Amount for each Interest Period in relation to a Class A-1 Note is payable in arrears in US$ on the relevant Payment Date. The Class A-2 Interest Amount for each Interest Period in relation to a Class A-2 Note is payable in arrears in € on the relevant Payment Date. On each Payment Date prior to the occurrence of an Event of Default, the Issuer Trustee must:

(a) pay, to the extent that there are funds available for this purpose in accordance with the Supplemental Deed and in accordance with the directions of the Trust Manager:

(i) the A$ Class A-1 Interest Amount in relation to that Payment Date to the US$ Class A-1 Currency Swap Provider in accordance with the US$ Class A-1 Currency Swap; and

(ii) the A$ Class A-2 Interest Amount in relation to that Payment Date to the € Class A-2 Currency Swap Provider in accordance with the € Class A-2 Currency Swap;

(b) to the extent of the payment received under paragraph (a) above, direct:

(i) the US$ Class A-1 Currency Swap Provider to pay the interest due on the Class A-1 Notes on each Payment Date to the Paying Agents in accordance with the Agency Agreement and the US$ Class A-1 Currency Swap; and

(ii) the € Class A-2 Currency Swap Provider to pay the interest due on the Class A-2 Notes on each Payment Date to the Paying Agents in accordance with the Agency Agreement and the € Class A-2 Currency Swap; and

(c) direct each Principal Paying Agent to pay:

(i) the interest due on the Class A-1 Notes from the amounts received from the US$ Class A-1 Currency Swap Provider rateably amongst the Class A-1 Notes based on their Invested Amounts towards the Interest Amount in relation to each Class A-1 Note in relation to the relevant Interest Period in accordance with, and subject to, these Class A Note Conditions and the Agency Agreement; and

(ii) the interest due on the Class A-2 Notes from the amounts received from the € Class A-2 Currency Swap Provider rateably amongst the Class A-2 Notes based on their Invested Amounts towards the Interest Amount in relation to each Class A-2 Note in relation to

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the relevant Interest Period in accordance with, and subject to, the Class A Note Conditions and the Agency Agreement.

The Interest Rate Swaps

Overview of Basis Swap Provider and Fixed Rate Swap Provider

National Australia Bank Limited is the initial Basis Swap Provider and the Fixed Rate Swap Provider. For a description of National Australia Bank Limited, see “Description of National Australia Bank Limited and Trust Manager—National Australia Bank Limited” above. National Australia Bank Limited currently has an issuer ratings of “AA-” from S&P, “AA” from Fitch and Aa3 from Moody’s.

The parties to the Basis Swap are the Basis Swap Provider, the Trust Manager and the Issuer Trustee. The parties to the Fixed Rate Swap are the Fixed Rate Swap Provider, the Trust Manager and the Issuer Trustee.

General

Collections in respect of interest on the variable-rate Mortgage Loans will be calculated based on the relevant variable-rates. To the extent described herein, collections in respect of interest on the fixed-rate Mortgage Loans will be calculated based on the relevant fixed-rates. However, the payment obligations of the Issuer Trustee on the Class A-1 Notes are calculated by reference to LIBOR, on the Class A-2 Notes are calculated by reference to EURIBOR and on the Class B Notes by reference to the Australian bank bill rate. To hedge these interest rate exposures, the Issuer Trustee will enter into the Basis Swap with the Basis Swap Provider and the Fixed Rate Swap with the Fixed Rate Swap Provider. The Basis Swap and the Fixed Rate Swap will be governed by a standard form ISDA Master Agreement, as amended by a supplementary schedule and confirmed by written confirmations in relation to each swap.

Basis Swap

On each Payment Date, the Issuer Trustee will pay to the Basis Swap Provider an amount calculated by reference to the aggregate principal amount outstanding of the variable-rate Mortgage Loans on the first day of the related Collection Period and the weighted average of the weighted average interest rate of the variable-rate Mortgage Loans calculated on the first day and the last day of the relevant Collection Period.

In return the Basis Swap Provider will pay to the Issuer Trustee on each Payment Date an amount calculated by reference to the aggregate principal amount outstanding of the variable-rate Mortgage Loans as at the first day of the related Collection Period and the Australian bank bill rate plus a margin.

Fixed Rate Swap

On each Payment Date the Issuer Trustee will pay to the Fixed Rate Swap Provider an amount calculated by reference to the aggregate principal amount outstanding of the fixed-rate Mortgage Loans on the first day of the related Collection Period and the weighted average of the weighted average interest rate of the fixed-rate Mortgage Loans calculated on the first day and the last day of the relevant Collection Period

In return the Fixed Rate Swap Provider will pay to the Issuer Trustee on each Payment Date an amount calculated by reference to the aggregate principal amount outstanding of the fixed-rate Mortgage Loans as at the first day of the related Collection Period and the Australian bank bill rate plus a margin.

If a Debtor prepays any amount in respect of a Mortgage Loan which is subject to a fixed-rate of interest, the Fixed Rate Swap Provider will determine the value of any break amount. If the break amount:

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(a) is positive, the Issuer Trustee must pay that break amount to the Fixed Rate Swap Provider in accordance with the order of priorities of payments set out in the Supplemental Deed; or

(b) is negative, the Fixed Rate Swap Provider must pay the absolute value of that break amount to the Issuer Trustee.

Termination by the Basis Swap and Fixed Rate Swap Provider

The Basis Swap Provider and the Fixed Rate Swap Provider will each have the right to terminate the Basis Swap and the Fixed Rate Swap, respectively, in the following circumstances:

• if certain bankruptcy related events occur in respect of the Issuer Trustee;

• if the Issuer Trustee fails to make a payment under either swap within 10 Business Days after notice of failure is given to the Issuer Trustee (other than any break costs unless the Issuer Trustee has sufficient available funds to pay such break costs and it fails to pay such amount); or

• if due to a change in or a change in interpretation of law it becomes illegal for the applicable Swap Provider to make or receive payments, perform its obligations under any credit support document or comply with any other material provision of the Basis Swap or the Fixed Rate Swap, as applicable. However, only a swap affected by the illegality may be terminated and each party affected by the illegality must make efforts to transfer its rights and obligations to another office or an affiliate to avoid this illegality, provided that each Rating Agency has confirmed that this will not result in there being a reduction, qualification or withdrawal of any credit rating assigned to the Notes.

Termination by the Issuer Trustee

The Issuer Trustee will have the right to terminate the Basis Swap or the Fixed Rate Swap in the following circumstances:

• if certain bankruptcy related events occur in respect of the applicable Swap Provider;

• if the applicable Swap Provider fails to make a payment within 10 Business Days after notice of failure is given to the Swap Provider; or

• if due to a change in or a change in interpretation of law it becomes illegal for the Issuer Trustee to make or receive payments, perform its obligations under any credit support document or comply with any other material provision of the Basis Swap or the Fixed Rate Swap (as the case may be). However, only a swap affected by the illegality may be terminated and each party affected by the illegality must make certain efforts to transfer its rights and obligations to avoid this illegality, provided that each Rating Agency has confirmed that this will not result in there being a reduction, qualification or withdrawal of any credit rating assigned to the Notes.

Fixed Rate Swap Provider Downgrade

If, as a result of the withdrawal or downgrade of its credit rating by any rating agency, the Fixed Rate Swap Provider does not have at any time:

• a short-term credit rating of at least “A-1” by S&P; and

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• a short-term credit rating of at least “P-1” by Moody’s or a long-term credit rating of at least “A-2” by Moody’s,

the Fixed Rate Swap Provider must:

• within 5 days (where it ceases to have a long-term credit rating of at least “A-2” by Moody’s) and otherwise within 30 days:

• obtain a replacement counterparty acceptable to the Trust Manager, the Issuer Trustee, and the rating agencies to enter into a swap with the Issuer Trustee on substantially the same terms as the Fixed Rate Swap;

• lodge cash collateral in an amount acceptable to the relevant rating agencies or, in certain circumstances, determined under the Fixed Rate Swap; or

• enter into other arrangements satisfactory to the Issuer Trustee and the Trust Manager which each Rating Agency confirms will not result in a reduction, qualification or withdrawal of any credit rating assigned by it to the Notes or Redraw Notes; and

• where it ceases to have a short-term credit rating of at least “A-1” from S&P:

• immediately seek to enter into, and enter into by no later than 30 days after the Fixed Rate Swap Provider ceases to have the relevant rating from S&P, an agreement novating its rights and obligations under the Fixed Rate Swap agreement in respect of the Fixed Rate Swap to a replacement counterparty which holds the relevant ratings and, if a transfer has not occurred within 30 days, lodge cash collateral in an amount determined in accordance with the Fixed Rate Swap; or

• if the Fixed Rate Swap Provider is unable to effect a transfer in accordance with the above bullet point within 30 days or if the Fixed Rate Swap Provider so elects, enter into such other arrangements in respect of the Fixed Rate Swap which are satisfactory to the Trust Manager and which each Rating Agency confirms will not result in a reduction, qualification or withdrawal of any credit rating assigned by it to the Notes or Redraw Notes.

The Fixed Rate Swap Provider may satisfy its obligations following a withdrawal or downgrade of a credit rating in any of the above manners as it elects from time to time. If a Fixed Rate Swap Provider lodges cash collateral with the Issuer Trustee, any interest or income on that cash collateral will be paid to the Fixed Rate Swap Provider.

Basis Swap Provider Downgrade

If, as a result of the withdrawal or downgrade of its credit rating by any Rating Agency, the Basis Swap Provider does not have at any time:

• a short-term credit rating of at least “A-1” by S&P; or

• a short-term credit rating of at least “P-1” by Moody’s,

the Basis Swap Provider must:

• prepay the amount that is expected to be due, as determined by the Trust Manager, from the Basis Swap Provider to the Issuer Trustee on the next Payment Date; or

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• enter into other arrangements satisfactory to the Issuer Trustee and the Trust Manager which each Rating Agency confirms will not result in a reduction, qualification or withdrawal of any credit rating assigned by it to the Notes or Redraw Notes.

The Basis Swap Provider may satisfy its obligations following a withdrawal or downgrade of a credit rating in either of the above manners as it elects from time to time. If a Basis Swap Provider lodges cash collateral with the Issuer Trustee, any interest or income on that cash collateral will be paid to the Basis Swap Provider.

Termination Payments

Upon termination of the Fixed Rate Swap, a termination payment will be due from the Issuer Trustee to the Fixed Rate Swap Provider or from the Fixed Rate Swap Provider to the Issuer Trustee in Australian dollars.

The termination payment in respect of the Fixed Rate Swap will be determined, if possible, on the basis of quotations from leading dealers in the relevant market 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 Rate Swap.

No termination payment will be payable in respect of the termination of the Basis Swap (other than amounts which have fallen due but which are unpaid).

If the Basis Swap terminates then, unless and until the Issuer Trustee has entered into a replacement Basis Swap or other arrangements which the Rating Agencies have confirmed will not result in a reduction, qualification or withdrawal of the credit ratings assigned to the Notes or Redraw Notes, the Seller must adjust the rates of interest on the Mortgage Loans as described immediately below.

Administration of Interest Rates

While any Notes or Redraw Notes are outstanding, if the Basis Swap has terminated due to the default by the Basis Swap Provider and a replacement Basis Swap is not entered into, the Seller must ensure that the weighted average of the variable-rates charged on the Mortgage Loans is sufficient, subject to applicable laws, including the Consumer Credit Code, assuming that all relevant parties comply with their obligations under the Mortgage Loans and the Transaction Documents, to ensure that Trustee has sufficient funds to comply with its obligations under the Transaction Documents as they fall due.

The Currency Swaps

Overview

Citibank, N.A., Sydney Branch and Barclays Bank PLC are each initial Currency Swap Providers on the terms described below. The parties to the US$ Class A-1 Currency Swap are Barclays Bank PLC, the Trust Manager and the Issuer Trustee. The parties to the € Class A-2 Currency Swap are Citibank, N.A., Sydney Branch, the Trust Manager and the Issuer Trustee.

Citibank, N.A., Sydney Branch

Citibank, N.A. (“Citibank”) was originally organized on June 16, 1812, and Citibank now is a national banking association organized under the National Bank Act of 1864 of the United States. Citibank is an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), a diversified global financial services holding company incorporated in Delaware. As of June 30, 2006, the total assets of Citibank and its

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consolidated subsidiaries represented approximately 48% of the total assets of Citigroup and its consolidated subsidiaries.

Citibank is a commercial bank that, along with its subsidiaries and affiliates, offers a wide range of banking and trust services to its customers throughout the United States and the world.

Citibank, N.A., Sydney Branch was registered in Australia as a Foreign Company in February 1996. The principal offices of the Sydney Branch are located at Citigroup Centre, 2 Park Street, Sydney, NSW 2000, Australia. The Sydney Branch is authorized under the Banking Act (1959) to carry on a banking business in Australia as a branch of a Foreign Bank and enjoys the benefit of an exemption from holding an Australian Financial Services Licence, when dealing with wholesale clients, pursuant to Australian Securities and Investments Commission Class Order CO 03/1101.

Citibank does not publish audited financial statements. However, Citigroup publishes audited financial statements that include data relevant to Citibank and its consolidated subsidiaries, including an audited balance sheet of Citibank and its consolidated subsidiaries. The Consolidated Balance Sheets of Citibank as of December 31, 2005 and as of December 31, 2004 are set forth on page 107 of the Annual Report on Form 10-K of Citigroup and its subsidiaries for the year ended December 31, 2005 and as of June 30, 2006 and December 31, 2005 are set forth on page 86 of the Quarterly Report on Form 10-Q of Citigroup and its subsidiaries for the quarter ended June 30, 2006. Consolidated Balance Sheets of Citibank subsequent to June 30, 2006 will be included in the Form 10-Q’s (quarterly) and Form 10-K’s (annually) filed by Citigroup with the Securities and Exchange Commission (the “SEC”), which will be filed not later than forty (40) days after the end of the calendar quarter or 60 days after the end of the calendar year to which the report relates, or on Form 8-K with respect to certain interim events. Copies of such material may be obtained, upon payment of a duplicating fee, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549. In addition, such reports of Citigroup are available at the SEC website (http://www.sec.gov).

In addition, Citibank submits quarterly to the U.S. Office of the Comptroller of the Currency (the “Comptroller”) certain reports called “Consolidated Reports of Condition and Income for a Bank With Domestic and Foreign Offices” (“Call Reports”). The Call Reports are on file with and publicly available at the Comptroller’s offices at 250 E Street, S.W., Washington, D.C. 20219 and are also available on the website of the U.S. Federal Deposit Insurance Corporation of the United States (http://www.fdic.gov). Each Call Report consists of a Balance Sheet, Income Statement, Changes in Equity Capital and other supporting schedules at the end of and for the period to which the report relates. The Call Reports are prepared in accordance with the regulatory instructions issued by the U.S. Federal Financial Institutions Examination Council in the United States. While the Call Reports are supervisory and regulatory documents, not primarily accounting documents, and do not provide a complete range of financial disclosure about Citibank, the reports provide further information concerning the financial condition and results of operations of Citibank.

The short term unsecured obligations of Citibank, N.A. are rated “A-1+” by Standard & Poor’s and “P-1” by Moody’s and the long-term obligations of Citibank, N.A. are rated “AA” by Standard & Poor’s and “Aaa” by Moody’s.

The obligations of Citibank, N.A., Sydney Branch under the Currency Swap will not be guaranteed by Citigroup or by any other affiliate.

The information in the preceding seven paragraphs has been provided by Citibank for use in this Offering Circular. Except for the preceding seven paragraphs, Citibank, Citigroup and their affiliates do not accept responsibility for this Offering Circular as a whole.

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Barclays Bank PLC

Barclays Bank PLC is a public limited company registered in England and Wales under number 1026167. The liability of the members of Barclays Bank PLC is limited. It has its registered head office at 1 Churchill Place, London, E14 5HP. Barclays Bank PLC was incorporated on August 7, 1925 under the Colonial Bank Act 1925 and on October 4, 1971 was registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on January 1, 1985, Barclays Bank was re-registered as a public limited company and its name was changed from “Barclays Bank International Limited” to “Barclays Bank PLC”.

Barclays Bank PLC and its subsidiary undertakings (taken together, the “Group”) is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services. The whole of the issued ordinary share capital of Barclays Bank PLC is beneficially owned by Barclays PLC, which is the ultimate holding company of the Group and one of the largest financial services companies in the world by market capitalisation.

The short term unsecured obligations of Barclays Bank PLC are rated “A-1+” by Standard & Poor’s, “P-1” by Moody’s and “F1+” by Fitch Ratings Limited and the long-term obligations of Barclays Bank PLC are rated “AA” by Standard & Poor’s, “Aa1” by Moody’s and “AA+” by Fitch Ratings Limited.

Based on the Group’s unaudited financial information for the period ended June 30, 2006, the Group had total assets of £986,375 million (2005: £850,388 million), total net loans and advances of £317,427 million (2005: £272,348 million), total deposits of £339,421 million (2005: £302,253 million), and total shareholders’ equity of £25,790 million (2005: £22,050 million) (including minority interests of £1,608 million (2005: £200 million)). The profit before tax of the Group for the period ended June 30, 2006 was £3,700 million (2005: £2,690 million) after impairment charges on loans and advances and other credit provisions of £1,057 million (2005: £706 million). The financial information in this paragraph is extracted from the unaudited consolidated accounts of the Group for the half-year ended June 30, 2006.

The annual report on Form 20-F for the year ended 31 December 2005 of Barclays PLC and Barclays Bank PLC is on file with the Securities and Exchange Commission. Barclays will provide, without charge to each person to whom this Offering Circular is delivered, on the request of that person, a copy of the Form 20-F referred to in the previous sentence. Written requests should be directed to: Barclays Bank PLC, 1 Churchill Place, London E14 5HP, England, Attention: Barclays Group Corporate Secretariat.

The link to the EDGAR website and the Barclays Bank PLC 20-F filing is: “http://www.sec.gov/cgi-bin/browse-edgar?type=20-F&dateb=&owner=include&count=40&action=getcompany&filenum=001-10257”.

The information in the preceding four paragraphs has been provided by Barclays Bank PLC for use in this Offering Circular. Except for the preceding four paragraphs, Barclays Bank PLC and its affiliates does not accept responsibility for this Offering Circular as a whole.

Purpose of the Currency Swaps

Collections on the mortgage loans and receipts under the Basis Swap and the Fixed Rate Swap will be denominated in Australian dollars. However, the payment obligations of the Issuer Trustee on the US$ Notes are denominated in U.S. dollars (in the case of the Class A-1 Notes) and Euros (in the case of the Class A-2 Notes). In addition, receipts by the Issuer Trustee under the Basis Swap and the Fixed Rate Swap are calculated by reference to the Australian bank bill rate but the interest obligations of the Issuer Trustee with respect to the US$ Notes are calculated by reference to LIBOR (in the case of the Class A-1 Notes) and EURIBOR (in the case of the Class A-2 Notes). To hedge this currency and interest rate exposure, the Issuer Trustee will enter into a swap transaction with the US$ Class A-1 Currency Swap

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Provider in respect of the U.S. dollars and a swap transaction with the € Class A-2 Currency Swap Provider in respect of the Euro.

Each currency swap will be governed by a standard form ISDA Master Agreement, as amended by a supplementary schedule and will be confirmed by a written confirmation. The amount payable by a Currency Swap Provider under the relevant Currency Swap will be calculated by reference to an amount equal to the Invested Amount of the Class A-1 Notes and the Class A-2 Notes (as applicable).

Principal Payments

On the Closing Date:

• the Issuer Trustee will pay the US$ Class A-1 Currency Swap Provider the U.S. dollar proceeds of issue of the Class A-1 Notes. In return, the US$ Class A-1 Currency Swap Provider will pay to the Issuer Trustee the Australian dollar equivalent of the proceeds of issue of the Class A-1 Notes converted at the US$ exchange rate; and

• the Issuer Trustee will pay the € Class A-2 Currency Swap Provider the € proceeds of issue of the Class A-2 Notes. In return, the € Class A-2 Currency Swap Provider will pay to the Issuer Trustee the Australian dollar equivalent of the proceeds of issue of the Class A-2 Notes converted at the € exchange rate.

On each Payment Date:

• the Issuer Trustee will pay to the US$ Class A-1 Currency Swap Provider the Australian dollar amount available to be applied towards repayment of the Stated Amount of the Class A-1 Notes. In return, the US$ Class A-1 Currency Swap Provider will pay to the Principal Paying Agent on behalf of the Issuer Trustee the U.S. dollar equivalent of that amount converted at the A$ exchange rate for distribution to the holders of the Class A-1 Notes in accordance with the Agency Agreement in reduction of the Stated Amount of the Class A-1 Notes; and

• the Issuer Trustee will pay to the € Class A-2 Currency Swap Provider the Australian dollar amount available to be applied towards repayment of the Stated Amount of the Class A-2 Notes. In return, the € Class A-2 Currency Swap Provider will pay to the Principal Paying Agent on behalf of the Issuer Trustee the € equivalent of that amount converted at the A$ exchange rate for distribution to the holders of the Class A-2 Notes in accordance with the Agency Agreement in reduction of the Stated Amount of the Class A-2 Notes.

Interest Payments

On each Payment Date, the Issuer Trustee will pay to:

• the US$ Class A-1 Currency Swap Provider an amount equal to the product of:

(a) the A$ Equivalent of Total Invested Amount of the Class A-1 Notes on the first day of the related Interest Period (after taking into account any reductions in the Invested Amount of the Class A-1 Notes on that date);

(b) the Australian bank bill rate plus a margin; and

(c) the number of days in the related Interest Period divided by 365; and

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• the € Class A-2 Currency Swap Provider an amount equal to the product of:

(a) the A$ Equivalent of Total Invested Amount of the Class A-2 Notes on the first day of the related Interest Period (after taking into account any reductions in the Invested Amount of the Class A-2 Notes on that date);

(b) the Australian bank bill rate plus a margin; and

(c) the number of days in the related Interest Period divided by 365.

In return:

• the US$ Class A-1 Currency Swap Provider will pay to the Principal Paying Agent on behalf of the Issuer Trustee an amount equal to the aggregate interest due in respect of the Class A-1 Notes on that Payment Date for distribution to holders of the Class A-1 Notes in accordance with the Agency Agreement; and

• the € Class A-2 Currency Swap Provider will pay to the Principal Paying Agent on behalf of the Issuer Trustee an amount equal to the aggregate interest due in respect of the Class A-2 Notes on that Payment Date for distribution to holders of the Class A-2 Notes in accordance with the Agency Agreement.

If the Issuer Trustee does not have sufficient funds to pay the full amount owing:

• to the US$ Class A-1 Currency Swap Provider in respect of the above payment, the US$ Class A-1 Currency Swap Provider is not required to make the corresponding payments to the Principal Paying Agent and, after the applicable grace period, the US$ Class A-1 Currency Swap Provider may terminate the currency swap; or

• to the € Class A-2 Currency Swap Provider in respect of the above payment, the € Class A-2 Currency Swap Provider is not required to make the corresponding payments to the Principal Paying Agent and, after the applicable grace period, the € Class A-2 Currency Swap Provider may terminate the currency swap.

The manner of determining whether the Issuer Trustee will have sufficient funds to pay the US$ Class A-1 Currency Swap Provider and the € Class A-2 Currency Swap Provider that amount on a Payment Date is described in “Description of the Notes—Cash Flow Allocation Methodology” above. A failure of the Issuer Trustee to pay an amount owing under a Currency Swap, if not remedied within the applicable grace period, will be an Event of Default under the Master Security Trust Deed and the Deed of Charge.

Termination by a Currency Swap Provider

The Currency Swap Provider will have the right to terminate the relevant currency swap in the following circumstances:

• if the Issuer Trustee fails to make a payment under the currency swap within 10 business days after notice of failure is given to the Issuer Trustee;

• certain bankruptcy related events occur in respect of the Issuer Trustee;

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• if the Issuer Trustee merges with, or otherwise transfers all or substantially all of its assets to, another entity and the new entity does not assume all of the obligations of the Issuer Trustee under the currency swap;

• if due to a change in or a change in interpretation of law it becomes illegal for the Currency Swap Provider to make or receive payments, perform its obligations under any credit support document or comply with any other material provision of the currency swap. However, if the Currency Swap Provider is the only party affected by the illegality, the Currency Swap Provider must make efforts to transfer its rights and obligations to another office or an affiliate to avoid the illegality, provided that each rating agency has confirmed that this will not result in there being a reduction, qualification or withdrawal of any credit rating assigned to the Offshore Notes;

• if due to any action taken by a taxation authority or a change in tax law the Currency Swap Provider is required to receive payments from which amounts have been withheld or deducted on account of tax. However, the Currency Swap Provider will only have the right to terminate the currency swap if the Note Trustee is satisfied that all amounts owing to holders of the Offshore Notes will be paid in full on the date on which the Offshore Notes are to be redeemed. In addition, following the occurrence of such an event, the Currency Swap Provider must make efforts to transfer the currency swap to another office or affiliate provided that each rating agency has confirmed that this will not result in there being a reduction, qualification or withdrawal of any credit rating assigned by it to the Offshore Notes;

• if an event of default occurs under the Master Security Trust Deed and the Deed of Charge and the Security Trustee has declared the Offshore Notes immediately due and payable; and

• there is an early redemption of the Offshore Notes for reasons of taxation under the terms and conditions of the Offshore Notes.

Termination by the Issuer Trustee

The Issuer Trustee will have the right to terminate a currency swap with a Currency Swap Provider in the following circumstances:

• if the Currency Swap Provider fails to make a payment under the currency swap within 10 business days after notice of failure is given to the Currency Swap Provider;

• if certain bankruptcy related events occur in relation to the Currency Swap Provider;

• if the Currency Swap Provider merges with, or otherwise transfers all or substantially all of its assets to, another entity and the new entity does not assume all of the obligations of such Currency Swap Provider under the relevant currency swap;

• if due to a change in or a change in interpretation of law it becomes illegal for the Issuer Trustee to make or receive payments, perform its obligations under any credit support document or comply with any other material provision of the Currency Swap. However, if the Issuer Trustee is the only party affected by the illegality, the Issuer Trustee must make efforts to transfer its rights and obligations to another office or affiliate to avoid the illegality, provided that each rating agency has confirmed that this will not result in there being a reduction, qualification or withdrawal of any credit rating assigned to the Offshore Notes;

• if due to any action taken by a taxation authority or a change in tax law the Issuer Trustee is required to receive payments from which amounts have been withheld or deducted on account of

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tax and no entitlement to a corresponding gross up arises other than as a result of its failure to perform certain tax covenants or, in certain circumstances, a breach of its tax representations; however, the Issuer Trustee must make efforts to transfer its rights and obligations to avoid this event so a replacement counterparty approved by the Currency Swap Provider and the Note Trustee and in respect of which each rating agency confirms the substitution will not cause a reduction or withdrawal in the rating of the rating of the Offshore Notes;

• if the Currency Swap Provider fails to comply with its obligations described in “Downgrade of Currency Swap Provider” below following a downgrade of its credit ratings, and that failure is not remedied within 10 Business Days of notice of the failure being given to the Currency Swap Provider or such longer period as the Issuer Trustee and the Trust Manager agree and the rating agencies confirm will not result in an Adverse Rating Effect;

• if an event of default occurs under the Master Security Trust Deed and the Deed of Charge and the Security Trustee has declared the Offshore Notes immediately due and payable; and

• there is an early redemption of the Offshore Notes for reasons of taxation under the terms and conditions of the Offshore Notes.

The Issuer Trustee may only terminate a currency swap with the prior written consent of the Note Trustee and at the direction of the Trust Manager.

Replacement of Currency Swaps

If a currency swap is terminated with respect to a Currency Swap Provider, the Issuer Trustee must (at the direction of the Trust Manager) enter into one or more currency swaps which replaces the terminated currency swap (other than by way of transfer to avoid termination of the currency swap) but only on the condition that the termination amount calculated to be due under Section 6(e) of the ISDA Master Agreement for the related currency swap (the “Total Settlement Amount”) payable (if any) by the Issuer Trustee to the Currency Swap Provider upon termination of the original currency swap will be paid in full when due in accordance with the currency swap. If the condition in the previous sentence is satisfied, the Issuer Trustee may enter into the replacement currency swap and if it does so it must direct the premium payable by the provider of the replacement currency swap to be paid directly to the applicable Currency Swap Provider in satisfaction of and to the extent of the Issuer Trustee’s obligation to pay the termination payment to such Currency Swap Provider. If such premium paid by the Currency Swap Provider with respect to a replacement currency swap is less than the Total Settlement Amount due to the Currency Swap Provider, the balance may be satisfied by the Issuer Trustee as a Trust expense.

Downgrade of Currency Swap Provider

The Currency Swap Provider will give a commitment for as long as any outstanding Offshore Notes are rated “AAA/Aaa” by S&P and Moody’s, respectively, to (a) provide collateral; and/or (as determined with the relevant rating agencies) or (b) if applicable, take other measures acceptable to the relevant rating agencies, in respect of the Currency Swap to which it is a party, in the event that the rating given to senior debt issued by the Currency Swap Provider is ever downgraded below a short term credit rating of “A-1+” by S&P and a short term credit rating of “P-1” or long term credit rating of “A2” by Moody’s.

Termination Payments

Upon termination of a currency swap, a termination payment will be due from the Issuer Trustee to the Currency Swap Provider in Australian dollars or from the Currency Swap Provider to the Issuer Trustee in Australian dollars.

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The termination payment in respect of the currency swap will be determined, if possible, on the basis of quotations from leading dealers in the relevant market 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.

Withholding or Tax Deductions

All payments in respect of the Notes will be made without 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 to make any such payment in respect of the 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 will be obligated to make any additional payments to holders of the Notes with respect to that withholding or deduction.

Final Redemption of the Offshore Notes

Unless previously redeemed (or deemed to be redeemed) in full, the Issuer Trustee will redeem the Offshore Notes at their then Stated Amount (without double counting), together with all then accrued but unpaid interest, on the Payment Date occurring in October 2037 (“Final Maturity Date”).

Part Redemption of Offshore Notes

Subject to the following provisions, on each Payment Date prior to the occurrence of an Event of Default, until the Stated Amount of the Offshore Notes, together with all then accrued but unpaid interest, is reduced to zero, the Issuer Trustee must:

(a) pay rateably, in accordance with the directions of the Trust Manager:

(i) the A$ Class A-1 Principal (if any) payable in relation to that Payment Date to the US$ Class A-1 Currency Swap Provider in accordance with the US$ Class A-1 Currency Swap; and

(ii) the A$ Class A-2 Principal (if any) payable in relation to that Payment Date to the € Class A-2 Currency Swap Provider in accordance with the € Class A-2 Currency Swap; and

(b) to the extent of the payment received under paragraph (a) above, direct:

(i) the US$ Class A-1 Currency Swap Provider to pay on each Payment Date to the Principal Paying Agent in accordance with the Agency Agreement the US$ equivalent of the amount of the A$ Class A-1 Principal (such US$ equivalent of the A$ Class A-1 Principal Amount being the “Class A-1 Principal Amount”) received by the US$ Class A-1 Currency Swap Provider from the Issuer Trustee on that Payment Date; and

(ii) the € Class A-2 Currency Swap Provider to pay on each Payment Date to the Principal Paying Agent in accordance with the Agency Agreement the € equivalent of the amount of the A$ Class A-2 Principal (such € equivalent of the A$ Class A-2 Principal Amount being the “Class A-2 Principal Amount”) received by the € Class A-2 Currency Swap Provider from the Issuer Trustee on that Payment Date; and

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(c) direct the Principal Paying Agent to pay:

(i) the Class A-1 Principal Amount from the amounts received from the US$ Class A-1 Currency Swap Provider rateably amongst the Class A-1 Notes towards the repayment of the Stated Amount of the Class A-1 Notes in accordance with, and subject to, the Class A Note Conditions and the Agency Agreement (“Class A-1 Principal Amount”). Such a payment towards the Stated Amount on a Class A-1 Note will constitute a redemption of the Class A-1 Note in part to the extent of such repayment and, upon such repayment, the obligations of the Issuer Trustee with respect to the Class A-1 Note will be discharged to the extent of such repayment; and

(ii) the Class A-2 Principal Amount from the amounts received from the € Class A-2 Currency Swap Provider rateably amongst the Class A-2 Notes towards the repayment of the Stated Amount of the Class A-2 Notes in accordance with, and subject to, the Class A Note Conditions and the Agency Agreement (“Class A-2 Principal Amount”). Such a payment towards the Stated Amount on a Class A-2 Note will constitute a redemption of the Class A-2 Note in part to the extent of such repayment and, upon such repayment, the obligations of the Issuer Trustee with respect to the Class A-2 Note will be discharged to the extent of such repayment.

Call Option

The Issuer Trustee will, subject to the other provisions of the Note terms and conditions, when directed by the Trust Manager (at the Trust Manager’s option), redeem all, but not some only, of the Notes at their then Invested Amount (without double counting), subject to the following, together with all accrued but unpaid interest in respect of the Notes to (but excluding) the date of redemption, on any Payment Date falling on or after the Payment Date on which the aggregate Outstanding Principal Balance of all Housing Loans referable to the Purchased Mortgage Loans (calculated as at the end of the immediately preceding Collection Period) is less than 10% of the aggregate Outstanding Principal Balance of all Housing Loans referable to the Purchased Mortgage Loans on the Closing Date.

Notwithstanding the foregoing, the Issuer Trustee may redeem the Notes at their Stated Amount on a Call Option Date, instead of at their Invested Amount (without double counting), together with accrued but unpaid interest in respect of the Notes to (but excluding) the date of redemption, if so approved by an Extraordinary Resolution of the Noteholders.

However, the Issuer Trustee will not redeem the Notes unless it is in a position on the relevant Payment Date to repay the then Invested Amounts or the Stated Amounts (without double counting), as required, of the Notes together with all accrued but unpaid interest to (but excluding) the date of redemption and to discharge all its liabilities in respect of amounts which are required under the Master Security Trust Deed and the Supplemental Deed to be paid in priority to or equally with the Notes as if the Deed of Charge in respect of the Trust were enforced.

The Issuer Trustee will give not more than 60 nor less than 45 days notice (which will be irrevocable) of the Payment Date on which a proposed redemption under these provisions will occur to the Seller, the Note Trustee, the Principal Paying Agent, the Note Registrars, the Calculation Agent, the Paying Agents and the Offshore Noteholders in accordance with the Note terms and conditions.

The Security Trustee is a subsidiary of the Issuer Trustee.

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Redemption of the Notes for Taxation or Other Reasons

If the Trust Manager satisfies the Issuer Trustee and the Note Trustee immediately prior to giving the notice referred to below that by virtue of a change in law of the Commonwealth of Australia or any of its political subdivisions or any of its authorities or any other jurisdiction to which the Issuer Trustee becomes subject (a “Relevant Jurisdiction”) or a change in the application or official interpretation thereof, from that in effect on the Closing Date, either:

(a) on the next Payment Date the Issuer Trustee will be required to deduct or withhold from any payment of principal or interest in respect of the Notes including corresponding payments under any Currency Swap, any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by a Relevant Jurisdiction; or

(b) on the next Payment Date the total amount payable in respect of interest in relation to any of the Mortgage Loans for a Collection Period ceases to be receivable (whether or not actually received) by the Issuer Trustee by reason of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by a Relevant Jurisdiction,

and, in each case, such obligation cannot be avoided by the Issuer Trustee taking reasonable measures available to it, the Issuer Trustee must, when so directed by the Trust Manager (at the Trust Manager’s option), redeem all, but not some only, of the Notes on any subsequent Payment Date at their then Invested Amount (without double counting), subject to the following, together with accrued but unpaid interest in respect of the Notes to (but excluding) the date of redemption. Notwithstanding the foregoing, the Issuer Trustee may redeem the Notes at their Stated Amount, instead of at their Invested Amount (without double counting), together with accrued but unpaid interest in respect of the Notes to (but excluding) the date of redemption, if so approved by an Extraordinary Resolution of the Noteholders.

The Trust Manager will not direct the Issuer Trustee to, and the Issuer Trustee will not, so redeem the Notes unless the Issuer Trustee is in a position on such Payment Date to repay in respect of the Notes their then Invested Amount or Stated Amount (without double counting), as required, together with all accrued but unpaid interest to (but excluding) the date of redemption and to discharge all its liabilities in respect of amounts which are required under the Master Security Trust Deed and the Supplemental Deed to be paid in priority to or equally with the Notes as if the Deed of Charge in respect of the Trust was enforced.

The Issuer Trustee will give not more than 60 nor less than 45 days notice (which will be irrevocable) of the Payment Date on which a proposed redemption under this provision will occur to the Note Trustee, the Seller, the Principal Paying Agent, the Note Registrars, the Calculation Agent, the Paying Agents and the Offshore Noteholders in accordance with the Note terms and conditions.

If an event referred to in paragraph (a) above occurs in respect of only the Offshore Notes (and not any other Notes) and as a result thereof the Issuer Trustee gives notice in accordance with these provisions that it proposes to redeem all of the Notes on the Payment Date referred to in that notice, the Offshore Noteholders may by an Extraordinary Resolution in accordance with the Note Trust Deed elect that they do not require the Issuer Trustee to redeem the Notes. If the Offshore Noteholders make such an election they (or the Note Trustee on their behalf) must notify the Issuer Trustee and the Trust Manager not less than 21 days before the proposed Payment Date for the redemption of the Notes. Upon receipt of such a notice, the Issuer Trustee must not so redeem the Notes.

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Redemption of Notes on Final Payment

Upon a final distribution being made in respect of the Offshore Notes under the Class A Note Conditions or the Supplemental Deed, the Offshore Notes will thereupon be deemed to be redeemed and discharged in full and any obligation to pay any accrued but then unpaid Interest Amount or any then unpaid Invested Amount, Stated Amount or other amounts in relation to the Offshore Notes will be extinguished in full.

Termination of the Trust

Realisation of Assets of the Trust

Upon the occurrence of the Termination Date of the Trust, the Issuer Trustee, at the direction of the Trust Manager, must sell and realise the Assets of the Trust (and, in relation to the sale (other than as described below) of any Mortgage Loans forming part of the Assets of the Trust, the Trust Manager must obtain appropriate expert advice prior to the sale) and such sale (so far as is reasonably practicable and reasonably commercially viable) must be completed within 180 days of the Termination Date of the Trust provided that during the period of 180 days from that Termination Date:

(a) the Trust Manager must not direct the Issuer Trustee to sell the Mortgage Loans at less than an amount equal to the Repurchase Price of the Housing Loans which comprise part of the Mortgage Loans that then form part of the Assets of the Trust;

(b) the Trust Manager must not direct the Issuer Trustee to sell any Mortgage Loans unless the sale is on terms described below; and

(c) the Trust Manager must not direct the Issuer Trustee to sell any Mortgage Loans unless it has first offered the Mortgage Loans for sale to the Seller or its nominee as described below and the Seller or its nominee has either not accepted that offer within 90 days of that Termination Date or has accepted that offer but not paid the consideration due by the time described below.

The Trustee must not conclude a sale, except as described below, unless:

(a) any Mortgage Loans sold pursuant to that sale are assigned in equity only (unless the Issuer Trustee already holds legal title to such Mortgage Loans);

(b) the sale is expressly subject to the Servicer’s rights to be retained as Servicer of the Mortgage Loans in accordance with the terms of the Supplemental Deed; and

(c) the sale is expressly subject to the rights of the Seller Trust in respect of those Mortgage Loans pursuant to the Supplemental Deed and the Seller’s rights (as beneficiary of the Seller Trust) in respect of those Mortgage Loans pursuant to the Supplemental Deed.

Trust Manager’s Right of First Refusal

On the Termination Date of the Trust, the Issuer Trustee is deemed to irrevocably offer to extinguish in favour of the Seller, its entire right, title and interest in the Mortgage Loans forming part of the Assets of the Trust in return for the payment to the Issuer Trustee of an amount equal to the Repurchase Price (as at the Termination Date of the Trust) of the Housing Loans which comprise part of the Mortgage Loans then forming part of the Assets of the Trust.

The Seller may verbally accept the offer referred to above within 90 days after the Termination Date of the Trust and having accepted the offer, must pay to the Issuer Trustee, in immediately available funds, the amount referred to above by the expiration of 180 days after the Termination Date of the Trust. If the

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Seller accepts such offer, the Issuer Trustee must execute whatever documents the Seller reasonably requires to complete the extinguishment of the Issuer Trustee’s rights, title and interest in the Mortgage Loans then forming part of the Assets of the Trust.

The Trustee must not sell any Mortgage Loans referred to above unless the Seller has failed to accept the offer referred to above within 90 days after the Termination Date of the Trust or, having accepted the offer, has failed to pay the amount referred to above by the expiration of 180 days after the Termination Date of the Trust.

Prescription

An Offshore Note will become void in its entirety unless surrendered for payment within a period of 10 years from the Relevant Date in respect of any payment of principal or interest thereon, the effect of which will be to reduce the Stated Amount of, and all accrued but unpaid interest on, that Offshore Note to zero. After the date on which an Offshore Note becomes void in its entirety, no claim can be made in respect of it.

“Relevant Date” in respect of an Offshore Note means the date on which a payment in respect thereof first becomes due or (if the full amount of the moneys payable in respect of the Offshore Notes which is due on or before that date has not been duly received by the Principal Paying Agent or the Note Trustee on or prior to such date) the date on which the full amount of such moneys having been so received.

Voting and Consent of Noteholders

Meetings of Voting Secured Creditors

The Master Security Trust Deed contains provisions for convening meetings of the Voting Secured Creditors to, among other things, enable the Voting Secured Creditors to direct, or consent to, the Security Trustee taking or not taking certain actions under the Master Security Trust Deed; for example to enable the Voting Secured Creditors, following the occurrence of an Event of Default, to direct the Security Trustee to declare the Offshore Notes immediately due and payable and/or to enforce the Charge.

Directions of Offshore Noteholders

Under the Note Trust Deed, the Note Trustee may seek directions from the Offshore Noteholders from time to time, including following the occurrence of an Event of Default. The Note Trustee shall not be responsible for having acted in good faith on a resolution purporting to have been passed at a meeting of Offshore Noteholders in respect of which minutes have been made and signed even if it is later found that there was a defect in the constitution of the meeting or the passing of the resolution or that the resolution was not valid or binding on the Offshore Noteholders.

If the Note Trustee is entitled under the Master Trust Deed or the Master Security Trust Deed to vote at any meeting on behalf of Offshore Noteholders, the Note Trustee must vote in accordance with the directions of the Offshore Noteholders and otherwise in its absolute discretion. In acting in accordance with the directions of Offshore Noteholders, the Note Trustee must exercise its votes for or against any proposal to be put to a meeting in the same proportion as that of the aggregate Invested Amounts of the Offshore Notes held by Offshore Noteholders who have directed the Note Trustee to vote for or against that proposal.

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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 the purchase agreement, are governed by the laws of Victoria, Australia. The administration of the Trust created under the Note Trust Deed is governed by New York law. The purchase agreement is governed by New York law.

Trust Accounts

The Issuer Trustee will establish and maintain the collection account with National Australia Bank Limited. The collection account will initially be established with National Australia Bank Limited at is offices at Corner of Pitt and Hunter Street, Sydney, NSW, Australia 2000, which has a short term rating of “P-1” from Moody’s, “A-1+” from S&P. The bank account shall be opened by the Issuer Trustee in its name and in its capacity as trustee of the Trust. This account will not be used for any purpose other than for the Trust. This account will be an interest bearing account.

The Trust 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 Trust shall be invested in Authorized Investments and what purchases, sales, transfers, exchanges, collections, realizations or alterations of Assets of the Trust shall be effected and when and how the same should be effected.

Amendments to Transaction Documents

Master Trust Deed

Under the Master Trust Deed, provided that 10 Business Days prior notice of the proposed amendment has been given to each Rating Agency, the Issuer Trustee and the Trust Manager by deed may amend, add to or revoke any provision of the Supplemental Deed as it applies to the Trust if the amendment, addition or revocation:

(a) in the reasonable opinion of the Issuer Trustee or of legal counsel appointed by the Issuer Trustee is necessary or expedient to comply with or be consistent with the provisions of any statute, ordinance, regulation or by-law or with the requirement of any statutory authority;

(b) in the opinion of the Issuer Trustee is made to correct a manifest error or is of a formal, technical or administrative nature only;

(c) in the opinion of the Issuer Trustee or the Trust Manager will enable the provisions of the Master Trust Deed or Supplemental Deed to be more conveniently, advantageously, profitably or economically administered;

(d) in the opinion of the Issuer Trustee is otherwise desirable for any reason;

(e) is considered by the Issuer Trustee not to be materially prejudicial to the interests of the Noteholders as a whole or the interests of any individual Noteholder or group of Noteholders; or

(f) in the reasonable opinion of the Issuer Trustee or of legal counsel appointed by the Issuer Trustee is required by, is a consequence of, is consistent with or is appropriate or expedient as a consequence of, any amendment to any statute, regulation or requirements of any Governmental Agency (including, without limitation, any amendment, addition or revocation which is in the opinion of the Issuer Trustee appropriate or expedient as a result of any amendment to any legislation dealing with, or associated with, taxation or any ruling by the Commissioner or

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Deputy Commissioner of Taxation or any government announcement or statement that 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 Trusts).

If in the reasonable opinion of the Issuer Trustee any amendment, addition or revocation referred to in paragraph (c) or (d) will be or is likely to become prejudicial to the interests of Noteholders of a particular class in respect of the Trust or to the interests of all Noteholders in respect of the Trust, the amendment, addition or revocation may be effected if:

• subject to the following paragraph, if in the reasonable opinion of the Issuer Trustee any amendment, addition or revocation referred to in paragraph (c) or (d) above will be or is likely to become prejudicial to the interests of Noteholders of a particular class, the amendment, addition or revocation may only be effected if the relevant Noteholders pass an “Extraordinary Resolution” approving such amendment, addition or revocation in accordance with the Master Trust Deed; and

• if in the reasonable opinion of the Issuer Trustee, any amendment, addition or revocation referred to in paragraph (c) or (d) above will be or is likely to become prejudicial to the interests of all Noteholders in respect of the Trust:

• the amendment, addition or revocation may only be effected if the relevant Noteholders pass an Extraordinary Resolution approving such amendment, addition or revocation in accordance with the Master Trust Deed; and

• there will not be a separate Extraordinary Resolution required for each class of Noteholders.

The Issuer Trustee will be entitled to assume that any proposed alteration, addition or revocation referred to above will not be materially prejudicial to the interests of a Class of Noteholders or all Noteholders if each of the Current Rating Agencies confirms in writing that if the alteration, addition or revocation is effected this will not lead to a reduction, qualification or withdrawal of the then rating given, respectively, to the Class of Notes, or to each Class of Notes, by the Rating Agency.

An “Extraordinary Resolution” means:

(a) in relation to Voting Secured Creditors or a Class of Voting Secured Creditors, a resolution passed at a meeting of the Voting Secured Creditors or the Class of the Voting Secured Creditors held in accordance with the provisions of the Master Security Trust Deed by:

(i) a majority of not less than 75% of the votes of such Voting Secured Creditors or Class of Voting Secured Creditors capable of being cast on it; or

(ii) a written resolution signed by all of such Voting Secured Creditors or Class of Voting Secured Creditors; and

(b) in relation to Noteholders of the Trust, a resolution passed at a meeting of the Noteholders held in accordance with the provisions of the Master Trust Deed and the Note Trust Deed by:

(ii) a majority of not less than 75% of the votes of such Noteholders capable of being cast on it; or

(iii) a written resolution signed by all of such Noteholders.

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For this purpose, a “Voting Secured Creditor” means, in respect of the Trust:

(a) for so long as the Secured Moneys of the Noteholders are 75% or more of the then total Secured Moneys:

(i) if any Class A Notes remain outstanding, the Note Trustee (or, if the Note Trustee has become bound to notify, or seek directions from, the related Class A Noteholders or to take steps and/or to proceed under the Note Trust Deed and fails to do so as and when required by the Note Trust Deed and such failure is continuing, the related Class A Noteholders); or

(ii) if no Class A Note then remains outstanding, the Junior Noteholders; and

(b) otherwise:

(i) if any Class A Note remains outstanding, the Note Trustee (or, if the Note Trustee has become bound to notify, or seek directions from, the related Class A Noteholders or to take steps and/or to proceed under the Note Trust Deed and fails to do so as and when required by the Note Trust Deed and such failure is continuing, the related Class A Noteholders); and

(ii) each other then Secured Creditor (other than the Note Trustee and the Class A Noteholders).

Note Trust Deed

Subject to the following provisions and to any approval required by law, the Note Trustee, the Trust Manager and the Issuer Trustee may together agree, without the consent of any Offshore Noteholders, by way of supplemental deed to alter, add to or modify any provision of the Note Trust Deed or the Offshore Notes (including the Class A Note Conditions) so long as such alteration, addition or modification is not a Payment Modification and such alteration, addition or revocation in the opinion of the Note Trustee:

(a) is necessary or expedient to comply with the provisions of any statute or with the requirements of any Governmental Agency;

(b) is made to correct a manifest error or ambiguity, or is to correct inconsistency between the provisions of any Transaction Document and the description of the provisions thereof in the related prospectus, or is of a formal, technical or administrative nature only;

(c) is appropriate or expedient as a consequence of an amendment to any statute or altered requirements of any Governmental Agency or any decision of any court (including, without limitation, an alteration, addition or modification which is in the opinion of the Note Trustee appropriate or expedient as a consequence of the enactment of a statute or an amendment to any statute or ruling by the Federal Commissioner of Taxation or Deputy Commissioner of Taxation or any governmental announcement or statement or any decision of any court, 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 the Trust or the Note Trust); or

(d) in the opinion of the Trust Manager is otherwise desirable for any reason and:

(i) is not in the opinion of the Issuer Trustee and the Trust Manager likely, upon coming into effect, to be materially prejudicial to the interests of Offshore Noteholders; or

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(ii) if it is in the opinion of the Issuer Trustee and the Trust Manager likely, upon coming into effect, to be materially prejudicial to the interests of Offshore Noteholders, the consent of the Offshore Noteholders by Extraordinary Resolution to the alteration, addition or resolution has been obtained. For the purpose of determining whether there has been an Extraordinary Resolution of the Offshore Noteholders consenting to an alteration, addition or revocation, Offshore Notes which are beneficially owned by the Issuer Trustee or the Trust Manager or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer Trustee or the Trust Manager, shall be disregarded,

provided that the Note Trustee, the Trust Manager and the Issuer Trustee may not alter, add to or modify any provision of the Note Trust Deed or the Offshore Notes unless the Trust Manager has notified each Rating Agency five (5) Business Days in advance.

An Extraordinary Resolution and Voting Secured Creditor has the meaning described above under the heading “Description of the Transfer Documents—Amendments to Transaction Documents—Master Trust Deed”.

The Note Trustee, the Trust Manager and the Issuer Trustee may together agree by way of supplemental deed to make or effect a Payment Modification to the Note Trust Deed or the Offshore Notes (including the Class A Note Conditions) if, and only if, the consent has first been obtained of each Offshore Noteholder to such Payment Modification.

The Note Trustee will be entitled to assume that any proposed alteration, addition or revocation, other than a Payment Modification, will not be materially prejudicial to the interests of Offshore Noteholders if each Rating Agency confirms in writing that if the alteration, addition or revocation is effected this will not lead to a reduction, qualification or withdrawal of the then rating given to the Offshore Notes by the Rating Agency.

Unless the Note Trustee agrees otherwise, the Trust Manager on behalf of the Issuer Trustee must distribute to all Offshore Noteholders in accordance with the Class A Note Conditions a copy of any amendment made pursuant as soon as reasonably practicable after the amendment has been made.

Any alteration, addition or revocation of a provision of the Note Trust Deed or the Offshore Notes made pursuant to the provisions above is binding on all Offshore Noteholders.

Deed of Charge and Master Security Trust Deed

Overview

As security for its obligations to the Secured Creditors of the Trust, the Issuer Trustee, as trustee of the Trust, grants to the Security Trustee a charge over all of the Assets of the Trust for the benefit of the Secured Creditors pursuant to the Deed of Charge.

Pursuant to the Notice of Creation of Security Trust, the Security Trust in respect of the Trust is created. The Security Trustee for the Security Trust acts as trustee for the Secured Creditors and holds the benefit of the Deed of Charge on trust for the Secured Creditors in accordance with the terms of the Master Security Trust Deed and the Deed of Charge.

Secured Creditors

A “Secured Creditor” under the Deed of Charge means:

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(a) the Note Trustee (in its personal capacity and as trustee of the Note Trust) on behalf of each Class A-1 Noteholder and each Class A-2 Noteholder;

(b) each Class A-1 Noteholder;

(c) each Class A-2 Noteholder;

(d) each Class B Noteholder;

(e) each Redraw Noteholder;

(f) each Paying Agent;

(g) the Calculation Agent;

(h) each Counterparty;

(i) the Liquidity Facility Provider;

(j) the Servicer;

(k) the Seller;

(l) the Trust Manager;

(m) the Issuer Trustee;

(n) the Security Trustee; and

(o) each Support Facility Provider (to the extent not included in the above paragraphs).

Events of Default

An “Event of Default” will arise under the Deed of Charge if any of the following events in respect of the Trust occurs:

(a) the Issuer Trustee fails to pay or repay any amount due under:

(i) any Class of Class A Notes or the Redraw Notes (for such times as a Class of Class A Notes or the Redraw Notes, as the case may be, are outstanding);

(ii) the Class B Notes (after all of the Class A Notes and the Redraw Notes have been repaid or redeemed in full); or

(iii) any Transaction Document,

within 10 Business Days of the due date for payment or repayment of such amount, other than in respect of the following (for such period as there are Secured Moneys payable in respect of the Class A Notes and the Class B Notes):

(iv) any payment of break costs due and payable from the Issuer Trustee to any Currency Swap Provider in relation to the relevant Currency Swap Agreement (unless the Issuer Trustee has sufficient funds to pay such break costs in accordance with the cashflow

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allocation methodology set out in the Supplemental Deed and the Issuer Trustee fails to pay such break costs);

(v) any payment of break costs due and payable from the Issuer Trustee to any Fixed Rate Swap Provider or Basis Swap Provider in relation to the relevant Fixed Rate Swap or Basis Swap (unless the Issuer Trustee has sufficient funds to pay such break costs in accordance with the cashflow allocation methodology set out in the Supplemental Deed and the Issuer Trustee fails to pay such break costs);

(b) the Issuer Trustee is (for any reason) not entitled fully to exercise its right of indemnity against the Assets of the Trust to satisfy any liability to a Secured Creditor and the circumstances are not rectified to the reasonable satisfaction of the Security Trustee within 14 days of the Security Trustee requiring the Issuer Trustee in writing to rectify them;

(c) the Issuer Trustee fails to perform or observe any other provision of a Transaction Document (other than the obligations referred to in this definition), where such failure will have a Material Adverse Effect and the failure is not remedied within 30 days after written notice from the Security Trustee requiring the Issuer Trustee to rectify them;

(d) an Insolvency Event occurs in respect of the Issuer Trustee (in its capacity as trustee of the Trust) and the Issuer Trustee is not replaced (by either the Trust Manager or a replacement trustee) in accordance with the Master Trust Deed within 30 days of such Insolvency Event;

(e) the Charge:

(i) is or becomes wholly or partly void, voidable or unenforceable; or

(ii) loses the priority which it has at or after the date of the deed of charge;

(f) all or any part of any Transaction Document, is terminated (other than the Basis Swap, the Fixed Rate Swap, or a Currency Swap, in respect of a termination because of an action of a taxing authority or change in tax law) or is or becomes void, illegal, invalid, unenforceable or of limited force and effect, or any party becomes entitled to terminate, rescind or avoid all or part of any Transaction Document (other than the Basis Swap, the Fixed Rate Swap, or a Currency Swap, in respect of a termination because of an action of a taxing authority or a change in tax law); or

(g) except with the prior consent of the Security Trustee, that consent only to be given upon the instructions or the consent of the Voting Secured Creditors:

(i) the Trust is wound up, or the Issuer Trustee is required to wind up the Trust under the terms of the deed of charge, or applicable law, or the winding up of the Trust commences; or

(ii) the Trust is held or conceded by the Issuer Trustee not to have been constituted or to have been imperfectly constituted; or

(iii) the Issuer Trustee ceases to be authorised to hold the property of the Trust in its name and perform its obligations under the Transaction Documents.

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Actions following Event of Default

Enforcement

Subject to certain exceptions, under the Master Security Trust Deed, the Security Trustee must, upon

becoming actually aware of the occurrence of an Event of Default in respect of the Trust, take the

following steps:

(a) notify all Secured Creditors that the Charge has taken effect as a fixed charge over all of the

Secured Property and provide to those Secured Creditors full details of the Event of Default as

advised to the Security Trustee or otherwise known to the Security Trustee and the actions and

procedures which the Issuer Trustee and the Trust Manager have notified the Security Trustee are

being taken or will be taken by the Issuer Trustee and the Trust Manager to remedy the relevant

Event of Default; and

(b) do all such things as are necessary or appropriate to promptly convene a meeting of the Voting

Secured Creditors in accordance with the Master Security Trust Deed.

Subject to the terms of the Supplemental Deed, at a meeting of Voting Secured Creditors of the Trust

referred to above, the Voting Secured Creditors must vote on whether to direct the Security Trustee by

Extraordinary Resolution to:

(a) declare the Secured Moneys immediately due and payable;

(b) appoint a Receiver in accordance with the Master Security Trust Deed (and, if a Receiver is to be

appointed, the Voting Secured Creditors must determine the amount of the Receiver’s

remuneration);

(c) instruct the Security Trustee in writing to sell and realise the Secured Property where the Security

Trustee has agreed to do so; or

(d) take such other action as the Voting Secured Creditors may specify in the terms of such

Extraordinary Resolution and which the Security Trustee indicates that it is willing to take

Before exercising a right, power or discretion or performing an obligation as Security Trustee (except the

power to provide a notice to all Secured Creditors as described above and to convene a meeting of Voting

Secured Creditors as described above), the Security Trustee need not act unless its liability is limited in a

manner satisfactory to it or, if required by the Security Trustee, until the Voting Secured Creditors place it

in funds equivalent to the amount which the Security Trustee determines may become liabilities of the

Security Trustee in respect of that act (or until the Voting Secured Creditors provide an indemnity to the

Security Trustee in respect of those liabilities in a form acceptable to it, acting reasonably), provided that

no Voting Secured Creditor shall be under any obligation to either contribute to such placing of funds or

provide such indemnity to the Security Trustee if that Secured Creditor has no Secured Moneys due or

payable to it at that time. If the Voting Secured Creditors do not place the Security Trustee in funds, or

do not provide the indemnity, in the manner contemplated above, then the Security Trustee is not required

to exercise the relevant right, power or discretion or perform the relevant obligation

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Security Trustee May Enforce Charge Without Direction

The Security Trustee must not take any steps to appoint a Receiver or otherwise to enforce the Charge unless:

(a) the Voting Secured Creditors have passed an Extraordinary Resolution referred to above or at a meeting convened pursuant to the Master Security Trust Deed; or

(b) in the opinion of the Security Trustee, the delay required to obtain the consent of the Voting Secured Creditors would be prejudicial to the interests of those Voting Secured Creditors.

Security Trustee not Liable for Loss on Enforcement

Without limitation, the Security Trustee is not liable for:

(a) any decline in the value or loss realised upon any sale or other dispositions made under the Master Security Trust Deed of any Secured Property or any other property charged to the Security Trustee by any other person in respect of or relating to the obligations of any person in respect of the Issuer Trustee or the Secured Money or relating in any way to the Secured Property;

(b) any decline in value directly or indirectly arising from the Security Trustee acting or failing to act as a consequence of an opinion reached by it; or

(c) any omission delay or mistake or any loss or irregularity in or about the exercise, attempted exercise, non-exercise or purported exercise of any of its powers under the Master Security Trust Deed or the Deed of Charge,

except to the extent caused or contributed to by any fraud, negligence or Wilful Default on the part of the Security Trustee.

Meetings of Voting Secured Creditors

The Master Security Trust Deed contains provisions for convening meetings of the Voting Secured Creditors to, among other things, enable the Voting Secured Creditors to direct or consent to the Security Trustee taking or not taking certain actions under the Master Security Trust Deed; for example to enable the Voting Secured Creditors, following the occurrence of an Event of Default, to direct the Security Trustee to declare the Notes immediately due and payable and/or to enforce the Charge.

Post-Event of Default Order of Application

Following the occurrence of an Event of Default, the Security Trustee must apply all moneys received by it in respect of the Secured Property in the following order:

(a) first, to pay rateably amounts owing or payable under the Master Security Trust Deed to indemnify the Security Trustee against all loss and liability incurred by the Security Trustee or any receiver in acting under the Master Security Trust Deed, except the Receiver’s remuneration;

(b) second, to pay rateably any fees and any liabilities, losses, costs, claims, expenses, actions, damages, demands, charges, stamp duties and other taxes due to the Trust Manager, the Issuer Trustee, the Security Trustee, the Note Trustee or any Agent and the Receiver’s remuneration;

(c) third, to pay rateably other outgoings and liabilities that the Receiver, the Issuer Trustee, the Trust Manager, the Security Trustee or the Note Trustee have incurred in acting under the Master Trust

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Deed, the supplemental deed, the Master Security Trust Deed, and, in the case of the Note Trustee, under the Note Trust Deed;

(d) fourth, to pay rateably any security interests over the Assets of the Trust of which the Security Trustee is aware having priority to the Deed of Charge in the order of their priority;

(e) fifth, to pay the Seller any unpaid Accrued Interest Adjustment;

(f) sixth, to pay rateably:

(i) the Class A Noteholders and any Redraw Noteholder all other Secured Moneys owing in relation to the Class A Notes and any Redraw Notes. This will be applied:

(A) first, rateably towards all unpaid interest on the Class A Notes and any Redraw Notes; and

(B) second, rateably to reduce the Aggregate Stated Amount of the Class A Notes and any Redraw Notes;

For the purpose of calculating the amount of Secured Moneys to be distributed to the Class A-1 Noteholders and Class A-2 Noteholders under this paragraph (f), the amount owing in relation to the Class A-1 Notes and Class A-2 Notes will be converted from US$ or, as the case may be, € to A$ at:

(aa) if an “Early Termination Event” under a US$ Class A-1 Currency Swap or a € Class A-2 Currency Swap (as the case may be) has not been designated, the A$ exchange rate multiplied by the aggregate Secured Money (in US$ or €, as the case may be) of the Class A-1 Notes or the Class A-2 Notes (as the case may be); or

(ab) if an “Early Termination Event” under a US$ Class A-1 Currency Swap or a € Class A-2 Currency Swap (as the case may be) has been designated, the spot rate of exchange advised to the Security Trustee by the Trust Manager which is used for the calculation of amounts payable on the occurrence of an “Early Termination Date” under the relevant US$ Class A-1 Currency Swap or the relevant € Class A-2 Currency Swap (as the case may be) multiplied by the aggregate Secured Money (in US$ or €, as the case may be) of the Class A-1 Notes or the Class A-2 Notes (as the case may be);

Any amount to be paid to the Class A-1 Noteholders and Class A-2 Noteholders must be made in US$ or €, as the case may be. The Security Trustee must convert all amounts in A$ payable to the Class A-1 Noteholders and Class A-2 Noteholders:

(ac) under paragraph (aa), at the A$ exchange rate; and

(ad) under paragraph (ab), at spot rate of exchange it is able to acquire US$ or €, as the case may be, in the spot foreign exchange market at that time; and

(ii) any other Secured Money owing to the Liquidity Facility Provider;

(iii) all other Secured Moneys owing to a Currency Swap Provider; and

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(iv) all other Secured Moneys owing to each Basis Swap Provider and Fixed Rate Swap Provider;

(g) seventh, to pay rateably to the Class A Noteholders and any Redraw Noteholder, all unreimbursed Principal Charge-Offs and Carryover Principal Charge-Offs constituting remaining Secured Moneys owing in respect of the Class A Notes and any Redraw Notes. Any amount to be paid to the Class A-1 Noteholders and Class A-2 Noteholders must be made in US$ or €, as the case may be. The Security Trustee must convert all amounts in A$ payable to the Class A-1 Noteholders and Class A-2 Noteholders under this paragraph at the relevant A$ exchange rate;

(h) eighth, if there are still Secured Moneys owing in respect of the Class A-1 Notes and the Class A-2 Notes, to pay rateably the remaining Secured Moneys owing in relation to the Class A-1 Notes and the Class A-2 Notes. Any amount to be paid to the Class A-1 Noteholders and Class A-2 Noteholders must be made in US$ or €, as the case may be. The Security Trustee must convert all amounts in A$ payable to the Class A-1 Noteholders and Class A-2 Noteholders under this paragraph at spot rate of exchange it is able to acquire US$ or €, as the case may be, in the spot foreign exchange market at that time;

(h) ninth, equally to the Class B Noteholders to be applied:

(i) first, rateably towards all unpaid interest on the Class B Notes;

(ii) second, rateably to reduce the aggregate Invested Amount of the Class B Notes;

(i) tenth, to pay rateably to each Secured Creditor any monetary liabilities owing to that Secured Creditor under any Transaction Document and not satisfied under the preceding paragraphs;

(j) eleventh, to pay subsequent security interests over the Assets of the Trust of which the Security Trustee is aware, in the order of their priority; and

(k) twelfth, to pay any surplus to the Issuer Trustee to be distributed in accordance with the terms of the Master Trust Deed and the supplemental deed. The surplus will not carry interest as against the Security Trustee.

The proceeds of any collateral provided by a Support Facility Provider will not be treated as Secured Property available for distribution as described above. Any such collateral shall (subject to the operation of any netting provisions in the relevant Support Facility) be returned to the relevant Support Facility Provider except to the extent that the relevant Support Facility requires it to be applied to satisfy any obligation owed to the Issuer Trustee by the relevant Support Facility Provider.

Protection of Security Trustee

The Master Security Trust Deed also contains other provisions, which regulate the performance by the Security Trustee of its duties.

These include the following subject to its express duties or obligations under the Master Security Trust Deed, the Security Trustee will not be required to exercise any right, power or discretion (including to require anything to be done, form any opinion or give any notice, consent, waiver or approval) without the specific instructions of the Voting Secured Creditors of the Trust given by Extraordinary Resolution. However, the Security Trustee may exercise a right, power or discretion before it receives any such instructions if the Security Trustee reasonably believes that it is in the best interests of the Secured Creditors of the Trust that it does so (and provided that the Security Trustee first notifies in writing the Voting Secured Creditors of its intention to do so).

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Notwithstanding any other provision of the Master Security Trust Deed, the Security Trustee will have no liability under or in connection with the Master Security Trust Deed, a Security Trust, or any other Transaction Document (whether to the Voting Secured Creditors, the Issuer Trustee, the Trust Manager or any other person) other than to the extent to which the liability is able to be satisfied in accordance with the Master Security Trust Deed out of the property of the Security Trust Fund of the Security Trust from which the Security Trustee is actually indemnified for the liability. This limitation will not apply to a liability of the Security Trustee to the extent that it is not satisfied because, under the Master Security Trust Deed or by operation of law, there is a reduction in the extent of the Security Trustee’s indemnification out of the relevant Security Trust Fund as a result of the Security Trustee’s fraud, negligence or Wilful Default. Nothing in the Master Security Trust Deed or any similar provision in any other Transaction Document limits or adversely affects the powers of the Security Trustee, any Receiver or attorney in respect of any Master Security Trust Deed or any Secured Property.

The Servicing Agreement

Overview

With effect on and from the Issue Date, National Australia Bank Limited, a limited liability company incorporated under the laws of Australia, agrees to act as the Servicer of the Mortgage Loans and undertakes to comply with the duties and obligations imposed on it under the Servicing Agreement and the Supplemental Deed.

For a description of National Australia Bank Limited, see “Description of National Australia Bank Limited and the Trust Manager—National Australia Bank Limited”. National Australia Bank Limited has been servicing assets since the date of its incorporation.

Servicing of Mortgage Loans

Pursuant to the Servicing Agreement, the Servicer will be responsible for the servicing and administration of the Mortgage Loans as described in this Offering Circular. The Servicer or any successor Servicer may contract with sub-servicers or third parties to perform all or a portion of the servicing functions on behalf of the Servicer.

The day-to-day servicing will be performed by the Servicer in Melbourne, Australia. Servicing procedures include responding to customer inquiries, managing and servicing the features and facilities available under the Mortgage Loans and the management of delinquent Mortgage Loans.

The Servicer is contractually obliged to administer the Mortgage Loans:

• in accordance with all applicable laws;

• according to the Servicing Agreement;

• with the same degree of diligence and care expected of an appropriately qualified and prudent Servicer of similar Mortgage Loans; and

• subject to the preceding bullet points, according to the Servicer’s procedures and policies for servicing the Seller’s Mortgage Loans, which are under regular review and may change from time to time as a result of business changes, or legislative and regulatory changes.

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Collection and Enforcement Procedures

The Servicer will make reasonable efforts to collect all payments called for under the Mortgage Loans and any applicable mortgage insurance policy. It will also follow collection procedures that are consistent with the Servicing Agreement. A Mortgage Loan is considered delinquent for collection purposes whenever the instalment amount is not paid when due. Collection procedures for a delinquent Mortgage Loan generally include mailing a letter of delinquency when a Mortgage Loan is 15 days past due, followed by a second such notice when a loan is 30 days past due. Additionally, the Servicer will attempt to contact the borrower by telephone. A formal default notice is typically issued when a Mortgage Loan is 60 days past due.

Action taken by the Servicer will depend on prevailing conditions and other factors, including the borrower’s ability to pay, the loan-to-value ratio, the requirements of any applicable mortgage insurance, the amount of any previous prepayments and whether the borrower may be able to claim financial hardship under consumer credit legislation. In certain cases, negotiation between the Servicer and borrower may result in a revised payment arrangement (e.g., an extension of existing payment terms). Absent exceptional circumstances, the Servicer will consider the commencement of asset realisation measures when a loan is 90 days past due.

After a default by a borrower, the Servicer (on behalf of the Issuer Trustee) can exercise a power of sale of the mortgaged property. To exercise this power, the Servicer (on behalf of the Issuer Trustee) must comply with the statutory restrictions of the relevant State or Territory as to notice requirements.

The length of time between the decision to exercise the power of sale and final completion of the sale will be dependent on factors outside the control of the Servicer. For example, whether or not the borrower contests the sale and the market conditions at the time are both factors outside the control of the Servicer.

The collection and enforcement procedures may change from time to time as a result of business changes, or legislative and regulatory changes.

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141

Losses Table**

Total Write-Offs

A$(000)

Write-Offs as a

Percentageof Total

Outstanding PortfolioBalance

Total Recoveries

A$(000)

Recoveriesas a

Percentage of Total

Outstanding PortfolioBalance

NetWrite-Offs

Total Outstanding

PortfolioBalanceA$(000)

At Fiscal year ended: September 30, 2001 $4,943 0.01230% N/A N/A N/A $40,172,564 September 30, 2002 $5,715 0.01162% N/A N/A N/A $49,205,076 September 30, 2003 $5,977 0.01008% $377 0.00064% $5,600 $59,291,133 September 30, 2004 $3,796 0.00550% $364 0.00053% $3,432 $69,045,595 September 30, 2005 $5,012 0.00614% $903 0.00111% $4,109 $81,598,875 March 31, 2006 * $1,821 0.00211% $159 0.00018% $1,662 $86,192,926

* March 31, 2006 half-year Write-Offs and Recoveries

** It should be noted that the losses table figures for the period prior to September 2004 have been amended in this Offering Circular as a result of the use by National Australia Bank Limited of a different accounting system and methodology.

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 Servicer’s mortgage portfolio set forth in the foregoing table. Indeed, the statistics shown in the preceding table represent the delinquency and foreclosure experience for the total one-to-four-family residential mortgage portfolios 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 loan pool. In addition, the foregoing statistics include mortgage loans with a variety of payment and other characteristics that may not correspond to those of the housing loans in the pool. Moreover, if the one-to-four-family 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 Servicer. 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, foreclosures, bankruptcies and losses with respect to the housing loan pool.

Obligations of Servicer

The Servicer must service the Mortgage Loans of the Trust and otherwise carry out and perform its duties and obligations under the Transaction Documents in respect of the Mortgage Loans of the Trust:

(a) in accordance with all applicable laws;

(b) in accordance with the provisions of the Servicing Agreement;

(c) with the same degree of diligence and care expected of an appropriately qualified and prudent Servicer of similar financial products and Custodian of documents; and

142

(d) subject to paragraphs (a), (b) and (c) above, in accordance with the Servicing Procedures, which are under regular review and may change from time to time as a result of business changes, or legislative and regulatory changes.

General Servicer Covenants

The Servicer covenants with the Issuer Trustee and the Trust Manager that it will at all times during the term of its appointment in respect of the Trust:

(a) if directed by the Issuer Trustee following a Title Perfection Event, promptly take action to protect the Issuer Trustee’s interest in, and title to, the Mortgage Loans in the mortgage portfolio;

(b) take such action as is required to protect or enforce the terms of any Mortgage Loan forming part of the Assets of the Trust or otherwise exercise any rights conferred under documentation or at law in relation to the Mortgage Loan and take such action and incur such expenses as are necessary for such protection, enforcement or exercise of rights (including legal action for the recovery of damages, whether in relation to the Mortgage Loan or the performance by any party of its duties and obligations under the Transaction Documents for the Trust) to the extent it determines to be appropriate;

(c) (if applicable) if the Trust Manager is obliged to direct the Servicer to set the interest rate charged (if that rate is a variable-rate) on or any fees payable in respect of each Housing Loan of the Trust under the Supplemental Deed, then the Servicer will comply with such direction;

(d) prepare and collate all reasonably necessary performance statistics of the Mortgage Loans for the Trust;

(e) provide to the Issuer Trustee and the Trust Manager promptly from time to time such information, documents, records, reports or other information relating to the Mortgage Loans of the Trust or the operations of the Servicer as may be reasonably requested by either of them and upon reasonable notice and at reasonable times permit the Issuer Trustee to inspect the data and records in relation to the Trust and the Loan Agreements, Mortgages and Mortgage Title Documents;

(f) subject to the terms of the Supplemental Deed, on behalf of the Issuer Trustee, make reasonable efforts to collect all Collections received by it in respect of each Mortgage Loan and each Mortgage Insurance Policy of the Trust and remit any such Collections received by the Servicer to the Collections Account on or before the Payment Date relating to that Collection Period in the manner required by the Supplemental Deed;

(g) maintain any loan account in respect of any Mortgage Loan of the Trust and give all notices, documents or statements required to be given under the Servicing Procedures to the Debtor;

(h) with respect to any Mortgage Insurance Policy:

(i) promptly prepare and make claims under the Mortgage Insurance Policy when it or the Issuer Trustee is entitled to do so under the terms of the Mortgage Insurance Policy or under the terms of the Transaction Documents, as the case may be, and notify the Trust Manager when each claim of this type is made;

(ii) not, without the consent of the Issuer Trustee, do anything which could reasonably be expected to prejudicially affect or limit its rights or the rights of the Issuer Trustee under,

143

or in respect of, the Mortgage Insurance Policy to the extent those rights relate to those Mortgage Loans;

(iii) comply with, and to the extent it is able ensure that, all requirements and conditions of the Mortgage Insurance Policy are complied with; and

(iv) take any action that it is required to take under the Servicing Procedures to ensure that the Mortgage Insurance Policy is in force at all times after the date of the Servicing Agreement;

(i) not, without the consent of the Security Trustee, consent to the creation or existence of a Security Interest in the Mortgage Loans of the Trust to a third party which ranks pari passu or before the interest of the Security Trustee or allow the creation or existence of any other Security Interest in the Mortgage Loans, unless priority arrangements are entered into with the third party under which the third party acknowledges that the Security Trustee’s Security Interest in the relevant Mortgage Loan ranks ahead in priority to the third party’s Security Interest on enforcement for an amount not less than the Outstanding Principal Balance of the relevant Housing Loan plus any additional amount the Servicer determines according to the Servicer’s Servicing Procedures manual or its ordinary course of business;

(j) electronically identify all Mortgage Loans of the Trust in its electronic database in order to identify the Collections and other relevant cashflows in respect of the Mortgage Loans;

(k) notify the Issuer Trustee, each Rating Agency and the Trust Manager of:

(i) the occurrence of any event which it reasonably believes is likely to have a Material Adverse Effect;

(ii) the occurrence of a Servicer Termination Event;

(iii) the occurrence of anything else which the Trust Manager reasonably requires regarding any proposed modification to any Mortgage Loan; and

(iv) any material breach of the Servicing Procedures by the Servicer in relation to the servicing of the Mortgage Loans of the Trust,

promptly after becoming aware of such event;

(l) perform any obligations imposed upon the Servicer under the Supplemental Deed or as otherwise agreed between the Issuer Trustee, the Trust Manager and the Servicer;

(m) maintain in effect all qualifications, consents, licences, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order to properly service the Mortgage Loans and to perform and comply with its obligations under the Servicing Agreement;

(n) subject to the terms of the Supplemental Deed, continue to act in its capacity as Servicer of the Trust after a Title Perfection Event has occurred in respect of that Trust; and

(o) not, except as required by law, release a Debtor or discharge any Mortgage Loan where it would have an Adverse Effect.

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Servicing Procedures

The Servicer must deliver copies of all proposed material amendments to the Servicing Procedures which relate to the Servicer’s credit and risk policy in respect of the Mortgage Loans then comprising Assets of the Trust to the Rating Agencies, the Issuer Trustee and the Trust Manager at least 10 Business Days prior to the date the changes are intended to take effect. The adoption of those amendments by the Servicer takes effect upon the earlier to occur of the following (or if the earlier to occur of the following occurs before the proposed date for the changes to take effect, then on the proposed date for the changes to take effect):

(a) the Rating Agencies confirm in writing that the adoption of those amendments will not result in an Adverse Rating Effect; and

(b) the date being 10 Business Days after the delivery of the amendments to the Rating Agencies, unless the Servicer has received notice from a Rating Agency during that period of its intention not to confirm in writing that the adoption of those amendments will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by them to the Notes of the Trust.

Delegation

The Servicer has the power to delegate or subcontract in relation to some or all of its obligations under the Servicing Agreement. Despite any delegation, the Servicer remains liable for the servicing of the Mortgage Loans in respect of the Trust in accordance with the Transaction Documents.

The Servicer may also appoint a person as its agent to hold Mortgage Title Documents. The Servicer will be liable for the acts or omissions of any such agent.

Servicer Termination Event

A “Servicer Termination Event” occurs in respect of the Trust if:

(a) the Servicer fails to remit, or pay, any amount due by it in respect of the Trust in accordance with the Transaction Documents for that Trust within 10 Business Days of receipt of a notice from either the Issuer Trustee or the Trust Manager to do so, except where that amount is subject to a good faith dispute between the Servicer, the Issuer Trustee or the Trust Manager;

(b) an Insolvency Event occurs in respect of the Servicer;

(c) the Servicer fails to observe or perform any term, covenant, condition or obligation imposed on it under the Transaction Documents in respect of the Trust (other than those referred to above), where such failure has had, or if continued, will have an Adverse Effect in respect of the Trust and continues unremedied for a period of 30 days after a notice is delivered to the Servicer by the Issuer Trustee or the Trust Manager (or such longer period as may be agreed between the Servicer and the Issuer Trustee);

(d) any representation, warranty or certification made by the Servicer is incorrect when made and is not waived by the Issuer Trustee or remedied to the Issuer Trustee’s reasonable satisfaction within 90 days after notice from the Issuer Trustee and the Issuer Trustee determines that breach would have an Adverse Effect in respect of the Trust; and

145

(e) it becomes unlawful for the Servicer to perform the services under the Servicing Agreement in respect of the Trust.

The Trustee may at its discretion waive any Servicer Termination Event in respect of the Trust. The Trust Manager must notify the Issuer Trustee upon the Trust Manager becoming actually aware of any Servicer Termination Event in respect of the Trust.

Termination of Servicer’s Appointment and Transfer of Servicing Obligations

Upon the occurrence of a Servicer Termination Event in respect of the Trust, the Issuer Trustee must immediately by notice to the Servicer, the Trust Manager, the Seller and the Rating Agencies remove the Servicer as Servicer in respect of the Trust under the Transaction Documents, terminate immediately all of the Servicer’s rights and obligations under the Transaction Documents (including in relation to any Mortgage Loans) for the Trust and terminate the Servicing Agreement in respect of the Trust.

Voluntary Retirement of Servicer

The Servicer must give to the Issuer Trustee, the Rating Agencies, the Seller and the Trust Manager 3 months’ notice in writing of its intention to retire as Servicer in respect of the Trust or such lesser time as the Servicer and the Issuer Trustee agree. Upon the retirement of the Servicer, the Servicer, the Issuer Trustee and the Trust Manager must use all reasonable endeavours to appoint a replacement Servicer provided that the appointment of such substitute Servicer will not result in an Adverse Effect. The purported appointment of a substitute Servicer has no effect until the substitute Servicer executes an agreement with the Issuer Trustee and the Trust Manager under which it covenants to act as Servicer in accordance with the Servicing Agreement and the other Transaction Documents.

Trustee to Act as Standby Servicer

Until the appointment of the substitute Servicer is complete or a substitute Servicer has not been appointed by the expiration of the 3 months notice period referred to above, the Issuer Trustee must act as Servicer. The Issuer Trustee is entitled to receive the fee for the period during which the Issuer Trustee so acts.

Servicer and Trust Manager to Provide Full Cooperation

The Servicer and the Trust Manager agree to provide their full co-operation in the event of a transfer of the functions of the Servicer. Subject to all applicable privacy legislation, the Servicer and the Trust Manager must provide the substitute Servicer with copies of all paper and electronic files, information and other materials which the Trust Manager has retained and has in its possession as the Issuer Trustee or the substitute Servicer may reasonably request as soon as practicable (and, in any event within ten Business Days) after the removal or retirement of the Servicer in accordance with the Servicing Agreement.

Indemnity

The Servicer indemnifies the Issuer Trustee in respect of the Trust in respect of all costs, damages, losses and expenses incurred as a result of any Servicer Termination Event (including, without limitation, in relation to the Trust the costs of the appointment of a new Servicer) or a failure by the Servicer to perform its duties under the Servicing Agreement except to the extent such costs, damages, losses or expenses are incurred as a result of the fraud, negligence or Wilful Default of the Issuer Trustee.

146

Servicer’s Fees and Expenses

The Servicer is entitled to a fee for performing its functions and duties in respect of the Trust, determined by reference to an agreed rate. See “Summary—Transaction Fees”.

All expenses reasonably and properly incurred by the Servicer in connection with the enforcement and recovery of defaulted Mortgage Loans of the Trust including expenses relating to any court proceedings, arbitration or other dispute are reimbursable out of the Assets of the Trust.

Custodial Undertakings

Overview

Under the Servicing Agreement, the Issuer Trustee appoints the Servicer to act as servicer and custodian to:

(a) service and administer the Mortgage Loans of the Trust; and

(b) to hold any Mortgage Title Documents in respect of the Mortgage Loans forming the Assets of the Trust as custodian on behalf of the Issuer Trustee,

upon and subject to the terms of the Servicing Agreement and the Supplemental Deed . The Servicer’s actions in servicing the Mortgage Loans according to the relevant Servicing Procedures are binding on the Issuer Trustee. The Servicer must hold the Mortgage Title Documents as custodian on behalf of the Issuer Trustee until a Title Perfection Event or Servicer Termination Event occurs.

Standard

The Servicer’s duties and responsibilities in its capacity as custodian under the Servicing Agreement are to:

(a) hold as custodian under the Servicing Agreement at the direction of the Issuer Trustee each Mortgage Title Document that it may receive on behalf of the Issuer Trustee pursuant to a Transaction Document in accordance with its standard safe-keeping practices and in the same manner and to the same extent as it holds its own documents;

(b) ensure that each Mortgage Title Document is capable of identification and is kept in a separate file in secure premises and held separate from any other documents held by the Servicer for another trust or otherwise;

(c) maintain a record of the physical movement of the relevant documents; and

(d) ensure that it is capable of locating security packets containing the relevant documents.

Information Indemnity

If the Servicer:

(a) fails to supply adequate information; or

(b) supplies inaccurate or incomplete information,

147

in any Servicer’s Statement or any computer files delivered together with a Servicer’s Statement and as a result the Issuer Trustee is unable (when entitled to do so under the Servicing Agreement and the Master Trust Deed) to lodge and register Transfers upon the occurrence of a Title Perfection Event, then the Servicer indemnifies the Issuer Trustee for all actions, loss, damage, costs, charges and expenses suffered as a result.

Auditor Review

The Trust Manager must retain the Auditor of the Trust to conduct periodic reviews (at the intervals described below) in respect of the Servicer’s role as custodian under the Servicing Agreement. The Auditor must review:

(a) the custodial procedures adopted by the Servicer; and

(b) the accuracy of information in respect of the Mortgage Loans contained in the most recent Servicer’s Statement or on the computer diskette accompanying the most recent Servicer’s Statement.

In respect of this review, the Trust Manager must instruct the Auditor of the Trust that its review should consist of reporting on whether:

(i) the Mortgage Loans forming part of the Assets of the Trust are capable of identification and are distinguishable from the other assets of the Servicer;

(ii) controls exist such that the Mortgage Title Documents relating to such Mortgage Loans may not be removed or tampered with except with appropriate authorisation; and

(iii) an appropriate tracking system is in place and such that the location of the security packages containing the Mortgage Title Documents in respect of the Mortgage Loans of the Trust can be detected at any time.

The Trust Manager must also instruct the Auditor of the Trust to review a sample of security packets containing the Mortgage Title Documents in respect of the Mortgage Loans then forming part of the Assets of the Trust to determine whether they contain the following:

(i) an original counterpart of the corresponding Mortgage and each Collateral Security; and

(ii) the certificate of title (if any) in respect of the Land the subject of the Mortgage.

If such security packets do not contain any of the foregoing, the Auditor must determine if there is any adequate explanation regarding the documents not in the security packets or whether the security packets or the Servicer’s records indicate the location of the missing documents. The Trust Manager must instruct the Auditor to confirm (after having conducted the above review) the accuracy of the information in respect of the Mortgage Loans contained in the Servicer’s Statement and the computer diskette referred to above.

148

Document Custody Audit Report

The Trust Manager must instruct the Auditor of the Trust to provide a document custody audit report (“Document Custody Audit Report”) to the Issuer Trustee in which the Auditor, based on its reviews referred to above, specifies a grade of the overall custodial performance by the Servicer, based on the following grading system:

(a) good - all control procedures and accuracy of information in respect of Mortgage Loans testing completed without exception;

(b) satisfactory - minor exceptions noted;

(c) improvement requirement:

(i) base internal controls are in place but a number of issues were identified that need to be resolved for controls to be considered adequate; and/or

(ii) testing of the information in respect of Mortgage Loans identified a number of minor exceptions which are the result of non-compliance with the control system; or

(d) adverse - major deficiencies in internal controls were identified. Cannot rely on the integrity of the information in respect of Mortgage Loans in the Servicer’s Statement.

Timing of Document Custody Audit Reports

The Trust Manager must instruct the Auditor of the Trust to prepare a Document Custody Audit Report every year after the first Closing Date (or such other period as may be agreed by the Trust Manager, the Issuer Trustee and the Current Rating Agency). The Trust Manager must require the Auditor to deliver a copy of each such Document Custody Audit Report to the Trust Manager and the Servicer.

Adverse Document Custody Audit Report

If the Auditor issues a Document Custody Audit Report which has a finding of “adverse” in relation to the Servicer’s custodial procedures, identification of documents, security and tracking of systems, the Servicer must notify the Australian Prudential Regulatory Authority of such report and the Trust Manager must instruct the Auditor to conduct a further Document Custody Audit Report no sooner than 1 month but no later than 2 months after the date of receipt by the Trust Manager of the “adverse” Document Custody Audit Report. The Trust Manager must instruct the Auditor to deliver the further Document Custody Audit Report to the Issuer Trustee, with a copy to the Trust Manager and the Servicer. The Servicer must then forward a copy of the further Document Custody Audit Report to the Australian Prudential Regulatory Authority (and confirm in writing to the Trust Manager and the Issuer Trustee that it has done so).

Custody Transfer Event

The Issuer Trustee may terminate the Servicer’s appointment as custodian if any of the following occurs:

(a) the Servicer has not complied with the requirements of the Servicing Agreement to the satisfaction of the Auditor and a further Document Custody Audit Report is “adverse”;

(b) the long-term rating of the Servicer is downgraded below the following rating levels for the Trust:

149

(i) “BBB” by S&P;

(ii) “BBB” by Fitch; or

(iii) “Baa2” by Moody’s;

(c) the Servicer is in default under a servicing agreement between it and any other person, and by reason of the default that other person removes any documents in the Servicer’s custody under the servicing agreement where that person would otherwise not have been entitled to do so; or

(d) a Servicer Termination Event has occurred and continues to exist.

The Issuer Trustee must immediately upon becoming actually aware of the occurrence of any of the events listed above deliver a notice to the Servicer of the occurrence of the relevant event. Upon receipt of such notice the Servicer must transfer custody of the Mortgage Title Documents relating to the Mortgage Loans then forming part of the Assets of the Trust held by it to the Issuer Trustee or another custodian nominated by the Issuer Trustee and approved by the Trust Manager. If the Servicer has not done so within 10 Business Days of the date of termination of the Servicing Agreement or such longer period as the Issuer Trustee in its reasonable discretion permits, the Issuer Trustee may, in such circumstances, commence legal proceedings to obtain possession of the Mortgage Title Documents or enter into the premises of the Servicer or its agents at which the Mortgage Title Documents are stored and take away from such premises the Mortgage Title Documents relating to the Mortgage Loans then forming part of the Assets of the Trust.

Subject to the Servicing Agreement, the requirement of the Servicer to transfer custody of the Mortgage Title Documents relating to the Mortgage Loans then forming part of the Assets of the Trust held by it to the Issuer Trustee or another custodian nominated by the Issuer Trustee and approved by the Trust Manager, will be treated as being satisfied if, within 7 days of the above notice being received by the Servicer, all Mortgage Title Documents in relation to at least 90% (by number) of the Mortgage Loans are delivered to the Issuer Trustee and within 10 Business Days after that day, the remainder of the Mortgage Title Documents are delivered to the Issuer Trustee

Exceptions

The obligations to deliver Mortgage Title Documents under the Servicing Agreement does not extend to such documents which the Servicer can prove, to the reasonable satisfaction of the Issuer Trustee, are deposited with a solicitor or title insurer (acting on behalf of the Servicer), a land titles office, a stamp duties office or any other Governmental Agency. The Servicer must provide a list of such documents to the Issuer Trustee together with any which have been lost within 10 Business Days of the above notice having been received by it. In respect of Mortgage Title Documents that are so deposited, the Servicer must deliver these to the Issuer Trustee immediately upon receipt from the solicitor, title insurer or relevant office and, in respect of Mortgage Title Documents that are lost, the Servicer must take all reasonable steps satisfactory to the Issuer Trustee to promptly replace such Mortgage Title Documents.

Failure to Comply

If the Servicer does not comply with the above requirements of the Servicing Agreement within the specified time limit, the Issuer Trustee must to the extent to which it has information available to it at the time:

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(a) execute and lodge caveats in respect of all Land or Mortgages (as the case may be) for which all Mortgage Title Documents in respect of the Trust have not been delivered; and

(b) initiate legal proceedings to take possession of the Mortgage Title Documents in respect of the Trust that have not been delivered,

and to the extent that the Issuer Trustee cannot do so, as a result of not having information available to it to do so, the indemnity described above applies.

Without limiting any right of indemnity which the Issuer Trustee may have from the Servicer, the Issuer Trustee must discontinue any legal proceedings commenced in accordance with the Servicing Agreement if the relevant Mortgage Title Documents are delivered to the Issuer Trustee.

Emergency Document Transfer

If a Title Perfection Event occurs and is notified to the Servicer in accordance with the Servicing Agreement then, subject to the Servicing Agreement, the Servicer must as soon as practicable after receipt of such notice, transfer custody of the Mortgage Title Documents relating to the Mortgage Loans then forming part of the Assets of the Trust held by it, to the Issuer Trustee or to another custodian nominated by the Issuer Trustee and approved by the Trust Manager. The Issuer Trustee may, in such circumstances, commence legal proceedings to obtain possession of the Mortgage Title Documents or enter into the premises of the Servicer or its agents at which the Mortgage Title Documents are stored and take away from such premises the Mortgage Title Documents relating to the Mortgage Loans then forming part of the Assets of the Trust.

Exceptions to Emergency Transfer

The obligations of the Servicer to deliver Mortgage Title Documents to the Issuer Trustee do not extend to such documents which the Servicer can prove, to the reasonable satisfaction of the Issuer Trustee, are deposited with a solicitor or title insurer (acting on behalf of the Servicer), a land titles office, a stamp duties office or any other Governmental Agency. The Servicer must provide a list of such documents to the Issuer Trustee together with any which have been lost within 10 Business Days of the above notice having been received by it. In respect of Mortgage Title Documents that are so deposited, the Servicer must deliver these to the Issuer Trustee immediately upon receipt from the solicitor, title insurer or relevant office and, in respect of Mortgage Title Documents that are lost, the Servicer must take all reasonable steps satisfactory to the Issuer Trustee to promptly replace such Mortgage Title Documents.

Indemnity

The Servicer indemnifies the Issuer Trustee against all loss, costs, damages, charges and expenses incurred by the Issuer Trustee:

(a) as a result of a breach by the Servicer of the provisions relating to custody transfer events or emergency document transfers; or

(b) in connection with the Issuer Trustee taking the action referred to in headings “Description of the Transfer Documents—Custody—Custody Transfer Event”, “Description of the Transfer Documents—Custody—Failure to comply” or “Description of the Transfer Documents—Custody—Emergency Document Transfer”,

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including all registration fees, stamp duty, legal fees and disbursements (charged at the usual commercial rates of the relevant legal services provider), transport costs and the cost of preparing and transmitting all necessary documentation. If the Servicer breaches its obligations under the clauses described below (and including) the heading “Description of the Transfer Documents—Custody—Custody Transfer Event” it is agreed that damages alone will not be an adequate remedy for such a breach and that the Issuer Trustee is entitled to specific performance by the Servicer.

Issuer Trustee to Cooperate with Servicer

If the Issuer Trustee holds any Mortgage Title Document and if the Issuer Trustee receives from the Servicer a satisfactory undertaking, the Issuer Trustee must release to the Servicer from time to time such Mortgage Title Documents as are reasonably required by the Servicer to perform its obligations as Servicer under the Servicing Agreement.

Issuer Trustee’s Duty While Holding Mortgage Title Documents

While the Issuer Trustee holds any Mortgage Title Documents, it must hold them in accordance with its standard safekeeping practices and in the same manner and to the same extent as it holds equivalent mortgage documents as trustee.

Reappointment of Servicer as Custodian

If following a Servicer Termination Event:

(a) the Issuer Trustee is satisfied, notwithstanding the occurrence of the Servicer Termination Event, that the Servicer is an appropriate person to act as custodian of the Mortgage Title Documents; and

(b) the Current Rating Agency confirms that the appointment of the Servicer to act as custodian of the Mortgage Title Documents will not have an Adverse Rating Effect,

then the Issuer Trustee may by agreement with the Servicer appoint the Servicer to act as custodian of the Mortgage Title Documents upon such terms as are agreed between the Issuer Trustee and the Servicer and approved by the Trust Manager.

The Sale Agreement

The total loan balance of the pool of Mortgage Loans as of the Cut-Off Date, and the consideration payable by the Issuer Trustee to the Seller for the Mortgage Loans, is A$3,005,193,477.

Notices

All notices to the US$ Noteholders, including notices specifying a payment due, an interest rate, interest payable or a principal payment or the absence of a principal payment will be validly given if:

• for so long as the US$ Notes are in global form, sent by prepaid mail to DTC, Clearstream, Luxembourg or Euroclear, as the case may be; or

• otherwise, sent by prepaid mail to the registered Noteholders.

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Notice will be deemed to have been given on the date sent to DTC, Clearstream, Luxembourg or Euroclear, as the case may be (or to the US$ Noteholders, in the case of Definitive Notes).

For so long as any of the Offshore Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, all notices to those Offshore Noteholders will be filed with the Luxembourg Stock Exchange.

Prepayment and Yield Considerations

The following information is given solely to illustrate the effect of prepayments of the Housing Loans on the weighted average life of the US$ 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 payments 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 (including interest based repayment option housing loans) and by the rate of principal prepayments, including for this purpose prepayments resulting from refinancing, liquidations of the Housing Loans due to defaults, casualties, condemnations and repurchases by the Seller. 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.

Prepayments

Prepayments, liquidations and purchases of the housing loans, including optional purchase of the remaining housing loans in connection with the termination of the Trust, will result in early payments of Principal Amounts on the Notes. Prepayments of principal may occur in the following situations:

• refinancing by mortgagors with other financiers;

• receipt by the Issuer Trustee of enforcement proceeds due to a mortgagor having defaulted on its housing loan;

• receipt by the Issuer Trustee of insurance proceeds in relation to a claim under a mortgage insurance policy in respect of a housing loan;

• repurchase by the Seller as a result of a breach by it of certain representations, less the principal balance of any related substituted loan, if any;

• receipt by the Trust of any net amount attributable to principal from another trust established under the Master Trust Deed with respect to the substitution of a housing loan;

• repurchase of the housing loans as a result of an optional termination or a redemption for taxation or other reasons;

• receipt of proceeds of enforcement of the Deed of Charge prior to the final maturity date of the Notes; or

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• receipt of proceeds of the sale of housing loans if the Trust is terminated while Notes are outstanding, for example, if required by law, and the housing loans are then either:

• repurchased by National Australia Bank Limited under its right of first refusal; or

• sold to a third party.

The prepayment amounts described above are reduced by principal draws.

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:

• the degree to which a Note is purchased at a discount or premium; and

• the degree to which the timing of payments on the Note is sensitive to prepayments, liquidations and purchases of the housing loans.

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 U.S., interest on loans used to purchase a principal place of residence is not ordinarily deductible for taxation purposes.

Weighted Average Lives

The weighted average life of a US$ Note refers to the average amount of time that will elapse from the date of issuance of the US$ Note to the date each U.S. dollar in respect of principal repayable under the US$ Note is reduced to zero.

Usually, greater than anticipated principal prepayments will increase the yield on US$ Notes purchased at a discount and will decrease the yield on US$ 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 US$ Notes.

The following table is based on a constant prepayment rate model. Constant prepayment rate represents an assumed constant rate of prepayment each month, expressed as a per annum percentage of the principal balance of the pool of mortgage loans for that month. Constant prepayment rate does not purport to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of housing loans, including the housing loans in your pool. Neither of the Seller nor the Trust Manager believes that any existing statistics of which it is aware provide a reliable basis for US$ Noteholders to predict the amount or timing of receipt of housing loan prepayments.

The following table is 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 Amounts outstanding and weighted average lives of the US$ Notes set forth in the table. Furthermore, since these

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discrepancies exist, principal payments on the US$ Notes may be made earlier or later than the table indicates.

For the purpose of the following table, it is assumed that:

• the housing loan pool consists of fully-amortizing housing loans having the following approximate characteristics:

PoolNumber Initial Principal Amount (A$)

Weighted Average Remaining Term to Maturity (Months)

Weighted Average Seasoning (Months)

Weighted Average

Current Interest Rate (%)

1 359,428,007.07 347 7 6.583 2 216,223,298.49 334 18 6.794 3 133,664,184.12 311 33 6.828 4 329,138,514.56 345 8 7.335 5 293,371,316.17 334 18 7.338 6 348,353,097.31 308 35 7.415 7 590,057,840.15 343 7 7.301 8 458,776,440.50 331 17 7.329 9 276,180,778.55 306 34 7.317

• the Cut-Off Date is the close of business on October 3, 2006;

• Closing Date for the US$ Notes is October 27, 2006;

• payments on the US$ Notes are made on each Payment Date regardless of the day on which payment actually occurs, commencing in January 2007 and are made in accordance with the priorities described in this Offering Circular;

• prepayments of the Housing Loans occur at the indicated constant prepayment rates (“CPR”);

• the scheduled monthly payments of principal and interest on the housing loans will be timely delivered on the first day of each month, including in the month of October 2006, which will have principal payments based on one full month’s collections, with no defaults;

• there are no additional redraws, further advances, substitutions or payment holidays with respect to the Housing Loans;

• all prepayments are prepayments in full received on the last day of each month and include 30 days’ interest on the prepayment;

• principal collections are paid according to the rules of distribution set forth in this Offering Circular;

• there are no principal draws;

• all payments under the swaps are made as scheduled; and

• the Trust Manager does not direct the Issuer Trustee to exercise its Call Option with respect to the US$ Notes, except with respect to the line titled “Weighted Average Life—To Call (Years)”;

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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, and the inclusion of interest based repayment option housing loans, could produce slower or faster payments 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 Offering Circular as well as other relevant assumptions.

In the following table, the percentages have been rounded to the nearest whole number and the weighted average life of a class of US$ Notes is determined by the following three step process:

• multiplying the amount of each payment of principal thereof by the number of years from the date of issuance to the related Payment Date;

• summing the results, and

• dividing the sum by the aggregate payments of principal referred to in the first clause above and rounding to two decimal places.


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Percent of Initial Principal Amount outstanding at the following percentages of CPR

Class A-1 Notes

Payment Date 0% 10% 15% 20% 25% 29% 30% 35% 40% 45%

Initial Percentage 100 100 100 100 100 100 100 100 100 100

October 2007 99 89 84 79 74 70 69 63 58 53

October 2008 97 79 70 62 54 48 47 40 34 28

October 2009 96 69 58 48 39 33 32 25 19 14

October 2010 95 61 48 38 29 23 21 15 10 7

October 2011 93 54 40 29 20 15 14 9 5 3

October 2012 91 47 33 22 15 10 9 5 2 1

October 2013 89 42 27 17 10 6 5 2 1 0

October 2014 87 36 22 13 7 4 3 1 0 0

October 2015 85 32 18 10 5 2 1 0 0 0

October 2016 83 28 15 7 3 1 0 0 0 0

October 2017 80 24 12 5 1 0 0 0 0 0

October 2018 78 20 9 3 0 0 0 0 0 0

October 2019 75 17 7 2 0 0 0 0 0 0

October 2020 72 15 6 1 0 0 0 0 0 0

October 2021 68 12 4 0 0 0 0 0 0 0

October 2022 65 10 3 0 0 0 0 0 0 0

October 2023 61 8 2 0 0 0 0 0 0 0

October 2024 57 7 1 0 0 0 0 0 0 0

October 2025 52 5 0 0 0 0 0 0 0 0

October 2026 47 4 0 0 0 0 0 0 0 0

October 2027 42 3 0 0 0 0 0 0 0 0

October 2028 37 2 0 0 0 0 0 0 0 0

October 2029 31 1 0 0 0 0 0 0 0 0

October 2030 25 0 0 0 0 0 0 0 0 0

October 2031 18 0 0 0 0 0 0 0 0 0

October 2032 11 0 0 0 0 0 0 0 0 0

October 2033 6 0 0 0 0 0 0 0 0 0

October 2034 0 0 0 0 0 0 0 0 0 0

October 2035 0 0 0 0 0 0 0 0 0 0

Weighted Average Life--- to Maturity (Years) 17.99 7.26 5.19 3.95 3.15 2.69 2.59 2.18 1.86 1.62

Weighted Average Life--- to Call (Years) 17.94 7.01 4.97 3.77 3.00 2.55 2.45 2.07 1.77 1.54

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Use of Proceeds

The proceeds from the sale of the US$ Notes, after being exchanged pursuant to the US$ currency swap, will amount to A$1,941,811,480 and will be used by the Issuer Trustee to acquire from the Seller equitable title to the housing loans and related mortgages, as well as to acquire other Authorized Investments.

Legal Aspects of the Housing Loans

The following discussion is a summary of the material legal aspects of Australian residential housing loans and mortgages. 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 of Australia. 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 Victoria, 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 their 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 and over all unsecured creditors of the borrower, except in respect of certain statutory rights such as some rates and taxes, which are granted statutory priority. If the housing loan is not secured by a first ranking mortgage the Seller will equitably assign to the Issuer Trustee all prior ranking registered mortgages in relation to that housing loan. 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 National Australia Bank Limited.

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.” The housing loans in the proposed housing loan pool are all secured by Torrens title land.

“Torrens title” land is freehold or leasehold title, interests in which are created by registration in one or more 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 for registration.

Ordinarily the relevant certificate of title, or any registered plan and instruments referred to in it, will reveal the 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 “urban leasehold.”

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Strata Title

“Strata title” is an extension of the Torrens title system and was developed to enable the creation of, and dealings with, various parts of multi-story buildings (commonly referred to as apartment units or strata lots) which are similar to condominiums in the U.S., and is governed by the legislation of the State or Territory of Australia in which the property is situated.

Under strata title, each proprietor has title to, and may freely dispose of, their strata lot. Certain parts of the property, such as the land on which the building is erected, the stairwells, entrance lobbies and the like, are known as “common property” and are held by an “owners corporation” for the benefit of the individual proprietors. All proprietors are members of the owners corporation, which is vested with the control, management and administration of the common property and the strata scheme generally, for the benefit of the proprietors, including the rules governing the apartment block. Only Torrens title land can be the subject of 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 Crown lease and developments on the land are subject to the terms of that lease.

Any such lease:

• cannot have a term exceeding 99 years, although the term can be extended under a straightforward administrative process in which the only qualification to be considered is whether the land may be required for a public purpose; and

• where it involves residential property, is subject to a nominal rent of A$0.05 per annum on demand.

As with other Torrens title land, the proprietor’s leasehold interest in the land is entered in a central register and the proprietor may deal with their leasehold interest, including granting a mortgage over the property, without consent from the government. 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. Leasehold property may become subject to native title claims. Native title was only recognized by the Australian courts in 1992. 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 on whether a continuing connection with that land can be demonstrated by the indigenous claimants asserting native title, and whether the native title has been extinguished by the granting of the leasehold interest. If the lease confers the right to exclusive possession over the property, which is typically the case with a residential lease, the current view is that native title over the relevant property will be extinguished.

Taking Security Over Land

The law relating to the granting of security over real property is made complex by the fact that each State and Territory of Australia 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

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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 of Australia, 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 mortgage 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 Transfer of Land Act 1893, duplicate certificates of title are optional at the election of the registered proprietor.

Once the mortgagor has repaid the loan, 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.

National Australia Bank Limited as Mortgagee

National Australia Bank Limited is, and until a Title Perfection Event occurs intends to remain, the registered mortgagee of all the mortgages. The borrowers will not be aware of the equitable assignment of the housing loans and mortgages to the Issuer Trustee.

Prior to any Title Perfection Event, National Australia Bank Limited, as Servicer, will undertake any necessary enforcement action with respect to defaulted housing loans and mortgages. Following a Title Perfection Event, the Issuer Trustee is entitled, under an irrevocable power of attorney granted to it by National Australia Bank Limited, to be registered as mortgagee of the mortgages. Until that registration is achieved, the Issuer Trustee or the Trust Manager (on behalf of the Issuer Trustee) is entitled, but not obligated, to lodge caveats on the register publicly to notify its interest in the mortgages.

Enforcement of Registered Mortgages

Subject to the discussion in this section, if a borrower defaults under a housing loan, the loan documents should 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:

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• 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.

• The mortgagee may, in limited circumstances, lease the property to third parties.

• 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.

• 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 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.

• 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 of Australia. 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 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 Consumer Credit Legislation 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 is given. Borrowers may also be entitled to initiate negotiations with the mortgagee for a postponement of enforcement proceedings.

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 Consumer Credit Legislation 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 Consumer Credit Legislation 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 Consumer Credit Legislation may also from time to time prohibit certain fees and charges.

The Consumer Credit Legislation also requires that establishment fees, termination fees and prepayment fees must be reasonable otherwise they may be reduced or set aside.

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Bankruptcy

The insolvency of a natural person is governed by the provisions of the Bankruptcy Act 1966 of Australia, which is a federal statute. 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 proceeding as an unsecured creditor in a number of circumstances, including if they have realized the related mortgaged property and their debt has not been fully repaid, in which case they can prove for the unpaid balance. Certain dispositions of property by a bankrupt may be avoided by the trustee in bankruptcy. These include where:

• the disposition was made to defraud creditors; or

• the disposition was made by an insolvent debtor within six (6) months of the petition for bankruptcy and that disposition gave a preference to an existing creditor over at least one other creditor; or

• the transaction involves a transfer within five years of the commencement of the bankruptcy and ending on the date of the bankruptcy for which no consideration or 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 which is voidable under the Corporations Act 2001 (Cth) because it is an uncommercial transaction, or an unfair preference to a creditor or a transaction for the purpose of defeating creditors, and that transaction occurred:

• 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

• within a prescribed period prior to the commencement of the winding up of the company.

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 exists at both State and Federal levels, although the majority of relevant legislation is imposed by the States. No Australian statutes 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, mortgagees who do not assume active management of the property are specifically 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

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of the property. These 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 Trust.

Insolvency Considerations

The current transaction is designed to mitigate insolvency risk. For example, the equitable assignment of the housing loans by National Australia Bank Limited to the Issuer Trustee should ensure that the housing loans are not assets available to the liquidator or creditors of National Australia Bank Limited in the event of an insolvency of National Australia Bank Limited. Similarly, the assets in the Trust 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 deed of charge may be enforced by the security . The security created by the deed of charge 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 deed of charge until the secured obligations have been satisfied. The proceeds of enforcement of the deed of charge are to be applied by the security trustee as set out in the supplemental deed. If the proceeds from enforcement of the deed of charge are not sufficient to redeem the Class A Notes in full, some or all of the Class A 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 taxable income are generally allowable as tax deductions.

Consumer Credit Legislation

The majority of the housing loans are regulated by the Consumer Credit Legislation. Under the Consumer Credit Legislation a borrower has the right to apply to a court to do the following, among other things:

• vary the terms of a housing loan on the grounds of hardship or that it is an unjust contract;

• reduce or cancel any interest rate payable on a housing loan if the interest rate is changed in a way which is unconscionable;

• reduce or cancel establishment fees or fees payable on prepayment or early termination if they are unconscionable;

• have certain provisions of a housing loan which are in breach of the legislation declared unenforceable;

• obtain an order for a civil penalty against the Seller in relation to a breach of certain key requirements of the Consumer Credit Legislation, the amount of which may be set off against any amount payable by the borrower under the applicable housing loan; or

• obtain additional restitution or compensation from the Seller in relation to breaches of the Consumer Credit Legislation in relation to a housing loan or a mortgage.

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The Issuer Trustee will become liable for compliance with the Consumer Credit Legislation if it acquires legal title to the housing loans and will take this legal title subject to any breaches of the Consumer Credit Legislation by the Seller. In particular, once the Issuer Trustee acquires legal title it may become liable for criminal fines in relation to breaches of the Consumer Credit Legislation. Criminal fines may be imposed on the Seller in respect of any breaches of the Consumer Credit Legislation by it while it held legal title to the housing loans.

In addition, a mortgagee’s ability to enforce a mortgage which is subject to the Consumer Credit Legislation 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 is given. Borrowers may also be entitled to initiate negotiations with the mortgagee for a postponement of enforcement proceedings.

Any order under the Consumer Credit Legislation 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 Seller has indemnified the Issuer Trustee against any loss the Issuer Trustee may incur as a result of a failure by the Seller to comply with the Consumer Credit Legislation in respect of a mortgage.

In addition:

• each of the Custodian, in respect of custodial services provided by it, and the Servicer, in respect of its servicing obligations, have undertaken to comply with the Consumer Credit Legislation where failure to do so would mean the Issuer Trustee became liable to pay any civil penalty payments; and

• each of the Seller and the Servicer further undertakes to ensure that each housing loan continues to satisfy certain eligibility criteria which includes the requirement that the housing loan complies, in all material respects, with applicable laws, including the Consumer Credit Legislation.

In some circumstances the Issuer Trustee may have the right to claim damages from the Seller or the Servicer, as the case may be, where the Issuer Trustee suffers a loss in connection with a breach of the Consumer Credit legislation which is caused by a breach of a relevant representation or undertaking.

United States Federal Income Tax Matters

Disclosure Pursuant to IRS Circular 230

The discussion below is not intended or written to be used, and it cannot be used by any taxpayer,

for the purpose of avoiding tax penalties that may be imposed on the taxpayer. The discussion was

written to support the promotion or marketing (by a person other than Sidley Austin LLP) of the

offering of the US$ Notes. Each prospective investor in the US$ Notes should seek advice based on

such investor’s particular circumstances from an independent tax advisor.

Overview

The following is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of the US$ Notes by investors who are subject to U.S. federal income tax. This summary is based upon current provisions of the Internal Revenue Code of 1986 (the “Code”), as amended, proposed, temporary and final Treasury regulations under the Code, and published rulings and

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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 Sidley Austin LLP, special U.S. federal tax counsel for the Trust 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 U.S. federal income tax consequences we discuss, and we cannot assure you that the IRS will not take contrary positions.

Sidley Austin LLP has prepared or reviewed the statements under the heading “Legal Aspects of the Housing Loans—United States Federal Income Tax Matters” and is of the opinion that these statements discuss the material U.S. federal income tax consequences to investors generally of the purchase, ownership and disposition of the US$ Notes. However, the following discussion does not discuss and Sidley Austin LLP is unable to opine as to the unique tax consequences of the purchase, ownership and disposition of the US$ Notes by investors that are given special treatment under the U.S. federal income tax laws, including:

• banks and thrifts;

• insurance companies;

• regulated investment companies;

• dealers in securities;

• 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;

• foreign investors;

• persons whose functional currency is not the United States dollar;

• trusts and estates; and

• pass-through entities, the equity holders of which are any of the foregoing.

Additionally, the discussion regarding the US$ Notes is limited to the U.S. 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 US$ 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 U.S. federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the US$ Notes, including the advisability of making any election discussed under “Legal Aspects of the Housing Loans—United States Federal Income Tax Matters—Market Discount”.

The Issuer Trustee will be reimbursed for any U.S. federal income taxes imposed on it in its capacity as trustee of the Trust out of the assets of the Trust. Also, based on the representation of the Trust Manager that the Trust does not and will not have an office in the U.S., and that the Trust is not conducting, and will not conduct any activities in the U.S., other than in connection with its issuance of the US$ Notes, in the opinion of Sidley Austin LLP, the Issuer Trustee and the Trust will not be subject to U.S. federal income tax.

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In the opinion of Sidley Austin LLP, special tax counsel for the Trust Manager, the US$ Notes will be characterized as debt for U.S. federal income tax purposes. Each US$ Noteholder, by acceptance of a US$ Note, agrees to treat the Notes as indebtedness.

General

Sidley Austin LLP is of the opinion that you will be required to report interest income on the US$ Notes you hold in accord with your method of accounting. If the US$ Notes were issued with more than a de minimis amount of original issue discount (“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. If you hold a US$ Note issued with a de minimis amount of OID, you must include such OID income, on a pro rata basis, as principal payments are made on the Notes.

Sale of Notes

Sidley Austin LLP is of the opinion that if you sell a US$ 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 US$ Note. Your adjusted tax basis in a Note will equal your cost for the US$ Note, decreased by any amortized premium and any payments other than interest made on the US$ Note and increased by any market discount or 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 market discount, and will be long term capital gain or loss if the US$ 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 US$3,000 of other U.S. income.

Market Discount

In the opinion of Sidley Austin LLP, you will be considered to have acquired a US$ Note at a “market discount” to the extent the stated redemption price at maturity of the Note (or, if the US$ Notes were issued with OID, the adjusted issue price of a US$ Note) exceeds your tax basis in the 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 US$ 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 US$ 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 US$ 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

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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:

• for those obligations that have OID, market discount shall be deemed to accrue in proportion to the accrual of OID for any accrual period; and

• for those obligations which do not have OID, 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 interest paid in the accrual period bears to the total amount of stated interest remaining to be paid on the obligation at the beginning of the accrual period.

Under Section 1277 of the Code, if you incur or continue debt that is used to purchase a US$ Note subject to the market discount rules, and the interest paid or accrued on this debt in any taxable year exceeds the interest and OID 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 advisors as to the applicability and operation of these rules.

Premium

In the opinion of Sidley Austin LLP, you will generally be considered to have acquired a US$ Note at a premium if your initial tax basis in the Note exceeds the sum of the remaining amounts payable on the Note (other than payments of qualified stated interest). In that event, if you hold a US$ 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 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 US$ 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

Sidley Austin LLP is of the opinion that, backup withholding taxes will be imposed on payments to you on interest paid, and OID accrued, if any, on the US$ Notes if, upon issuance, you fail to supply the Trust 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 rate of 28% is currently in effect but may be subject to change for payments made after the taxable year 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 Trust 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

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the US$ Notes. We suggest that you consult your tax advisors about your eligibility for, and the procedure for obtaining, exemption from backup withholding.

Tax Consequences to Non-U.S. Noteholders

If interest paid (or accrued) to a Noteholder who is a non-resident alien, foreign corporation or other non-U.S. person, a “Foreign Person,” is not effectively connected with the conduct of a trade or business within the U.S. by the Foreign Person, the interest should generally not be subject to U.S. federal income tax or withholding tax as such interest should not be treated as U.S. source income. However, if a Withholding Agent (as defined below) cannot determine the source of a payment of interest with respect to a US$ Note at the time of payment, the Withholding Agent must presume that the payment is U.S. source income subject to withholding tax. Tax that is erroneously withheld from payments made to a non-U.S. 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 U.S. source income, the interest generally will be considered “portfolio interest,” and generally will not be subject to the U.S. federal income tax and withholding tax, as long as the Foreign Person:

• 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

• provides an appropriate statement, signed under penalties of perjury, certifying that the beneficial owner of the US$ 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 U.S. source income will be subject to U.S. 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 US$ Notes made to a Foreign Person will not be subject to U.S. withholding tax but will be subject to U.S. 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 U.S. 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 U.S. 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 U.S. federal income tax purposes) holding the US$ Notes on its own behalf may have substantially increased reporting requirements. In particular, in the case of US$ Notes held by a foreign partnership (or foreign trust), the partners (or beneficiaries) rather than the partnership (or trust) will be required to provide certain additional information. A “Withholding Agent” is the last U.S. payor (or a non-U.S. payor who is a qualified intermediary, U.S. branch of a Foreign Person, or withholding foreign partnership) in the chain of payment prior to payment to a non-U.S. person (which itself is not a Withholding Agent).

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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 U.S. federal income and withholding tax, provided that:

• gain is not effectively connected with the conduct of a trade or business in the U.S. by the Foreign Person, and

• in the case of a foreign individual, the Foreign Person is not present in the U.S. for 183 days or more in the taxable year.

If the interest, gain or income on a US$ Note held by a Foreign Person is effectively connected with the conduct of a trade or business in the U.S. 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 U.S. federal income tax on the interest, gain or income at regular U.S. 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 is a summary of the taxation treatment under the Income Tax Assessment Acts of 1936 and

1997 of Australia (together, “Australian Tax Act”), at the date of this Offering Circular, of payments of

interest (as defined in the Australian Tax Act) on Notes to be issued by the Issuer Trustee and certain

other matters. It is not exhaustive and, in particular, does not deal with the position of certain classes of

holders of Notes (including, dealers in securities, custodians or other third parties who hold Notes on

behalf of other persons).

The following is a general guide and should be treated with appropriate caution. Prospective holders of

Notes who are in any doubt as to their tax position should consult their professional advisers on the tax

implications of an investment in the Notes for their particular circumstances.

Interest Withholding Tax

An exemption from Australian interest withholding tax imposed under Division 11A of Part III of the Australian Tax Act (“IWT”) is available, in respect of the Notes issued by the Issuer Trustee under section 128F of the Australian Tax Act if the following conditions are met:

(a) the Issuer Trustee is a company as defined in section 128F(9) (which includes certain companies acting as a trustee) and a resident of Australia when it issues those Notes and when interest (as defined in section 128A(1AB) of the Australian Tax Act) is paid. Interest is defined to include amounts in the nature of, or in substitution for, interest and certain other amounts;

(b) those Notes are issued in a manner which satisfies the public offer test. There are five principal methods of satisfying the public offer test, the purpose of which is to ensure that lenders in capital markets are aware that the Issuer Trustee is offering those Notes for issue. In summary, the five methods are:

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• offers to 10 or more unrelated financiers or securities dealers;

• offers to 100 or more investors;

• offers of listed Notes;

• offers via publicly available information sources; and

• offers to a dealer, manager or underwriter who offers to sell those Notes within 30 days by one of the preceding methods.

In addition, the issue of any of those Notes (whether in global form or otherwise) and the offering of interests in any of those Notes by one of these methods should satisfy the public offer test;

(c) the Issuer Trustee does not know, or have reasonable grounds to suspect, at the time of issue, that those Notes or interests in those Notes were being, or would later be, acquired, directly or indirectly, by an “associate” of the Issuer Trustee, except as permitted by section 128F(5) of the Australian Tax Act; and

(d) at the time of the payment of interest, the Issuer Trustee does not know, or have reasonable grounds to suspect, that the payee is an “associate” of the Issuer Trustee, except as permitted by section 128F(6) of the Australian Tax Act.

Associates

Since the Issuer Trustee is a trustee of the Trust, the entities that are associates of the Issuer Trustee for the purposes of section 128F of the Australian Tax Act include:

• any entity that benefits, or is capable of benefiting, under the Trust (“Beneficiary”), either directly or through any interposed entities; and

• any entity that is an associate of a Beneficiary. An associate of a Beneficiary for these purposes includes (i) a person or entity which holds more than 50% of the voting shares in, or otherwise controls, the Beneficiary, (ii) an entity in which the majority more than 50% of the voting shares are held by, or which is otherwise controlled by, the Beneficiary, (iii) a trustee of a trust where the Beneficiary is capable of benefiting (whether directly or indirectly) under that trust, and (iv) a person or entity which is an “associate” of another person or company which is an “associate” of the Beneficiary under any of the foregoing.

However, “associate” does not include:

(A) onshore associates (i.e., Australian resident associates who do not hold the Notes in the course of carrying on business at or through a permanent establishment outside Australia and non resident associates who hold the Notes in the course of carrying on business at or through a permanent establishment in Australia); or

(B) offshore associates (i.e., Australian resident associates who hold the Notes in the course of carrying on business at or through a permanent establishment outside Australia and non resident associates who do not hold the Notes in the course of carrying on business at or through a permanent establishment in Australia) who are acting in the capacity of:

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(i) in the case of section 128F(5), a dealer, manager or underwriter in relation to the placement of the relevant Notes or a clearing house, custodian, funds manager or responsible entity of a registered managed investment scheme; or

(ii) in the case of section 128F(6), a clearing house, paying agent, custodian, funds manager or responsible entity of a registered managed investment scheme.

Compliance with section 128F of the Australian Tax Act

The Issuer Trustee intends to issue the Notes in a manner which will satisfy the requirements of section 128F of the Australian Tax Act.

Noteholders in Specified Countries

The Australian government has signed new double tax conventions (“New Treaties”) with the Specified Countries. The New Treaties apply to interest derived by a resident of a Specified Country.

The New Treaties effectively prevent IWT applying to interest derived by:

• the government of the relevant Specified Country and certain governmental authorities and agencies in the Specified Country; and

• certain (1) banks, and (2) other unrelated financial institutions which substantially derive their profits by carrying on a business of raising and providing finance, which are resident in the Specified Country,

by reducing the IWT rate to zero. (The zero rate may not apply to back-to-back loans and economically equivalent arrangements.)

“Specified Countries” means the United States and the United Kingdom. Similar exemptions appear in double tax treaties recently entered into between Australia and France, and Australia and Norway. However, as at the date of this Offering Circular, those new double tax treaties have not yet entered into force.

No payment of additional amounts

Despite the fact that the Notes are intended to be issued in a manner which will satisfy the requirements of section 128F of the Australian Tax Act and unless expressly provided to the contrary in any relevant Pricing Supplement (or another relevant supplement to this Offering Circular), if the Issuer Trustee is at any time compelled or authorised by law to deduct or withhold an amount in respect of any Australian withholding taxes imposed or levied by the Commonwealth of Australia in respect of the Notes, the Issuer Trustee is not obliged to pay any additional amounts in respect of such deduction or withholding.

Other Tax Matters

Subject to paragraph 3, under Australian laws as presently in effect:

(a) income tax - offshore Note holders - assuming the requirements of section 128F of the Australian Tax Act are satisfied with respect to the Notes, payment of principal and interest (as defined in section 128A(1AB) of the Australian Tax Act) to a holder of the Notes, who is a non-resident of Australia and who, during the taxable year, does not hold the Notes in the course of carrying on

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business at or through a permanent establishment in Australia, will not be subject to Australian income taxes; and

(b) income tax - Australian Note holders - Australian residents or non-Australian residents who hold the Notes in the course of carrying on business at or through a permanent establishment in Australia (“Australian Holders”), will be assessable for Australian tax purposes on income either received or accrued due to them in respect of the Notes. Whether income will be recognised on a cash receipts or accruals basis will depend upon the tax status of the particular Note holder and the terms and conditions of the Notes. Special rules apply to the taxation of Australian residents who hold the Notes in the course of carrying on business at or through a permanent establishment outside Australia which vary depending on the country in which that permanent establishment is located; and

(c) gains on disposal of Notes - offshore Note holders - a holder of the Notes, who is a non-resident of Australia and who, during the taxable year, does not hold the Notes in the course of carrying on business at or through a permanent establishment in Australia, will not be subject to Australian income tax on gains realised during that year on sale or redemption of the Notes, provided such gains do not have an Australian source. A gain arising on the sale of Notes by a non-Australian resident holder to another non-Australian resident where the Notes are sold outside Australia and all negotiations are conducted, and documentation executed, outside Australia would not be regarded as having an Australian source; and

(d) gains on disposal of Notes - Australian Note holders - Australian Holders will be required to include any gain or loss on disposal of the Notes in their taxable income. Special rules apply to the taxation of Australian residents who hold the Notes in the course of carrying on business at or through a permanent establishment outside Australia which vary depending on the country in which that permanent establishment is located; and

(e) deemed interest - there are specific rules that can apply to treat a portion of the purchase price of Notes as interest for withholding tax purposes when certain Notes originally issued at a discount or with a maturity premium or which do not pay interest at least annually are sold to an Australian resident (who does not acquire them in the course of carrying on business at or through a permanent establishment outside Australia) or a non-resident who acquires them in the course of carrying on business at or through a permanent establishment in Australia.

These rules do not apply in circumstances where the deemed interest would have been exempt under section 128F of the Australian Tax Act if the Notes had been held to maturity by a non-resident; and

(f) death duties - no Notes will be subject to death, estate or succession duties imposed by Australia, or by any political subdivision or authority therein having power to tax, if held at the time of death; and

(g) stamp duty and other taxes - no ad valorem stamp, issue, registration or similar taxes are payable in Australia on the issue or transfer of any Notes; and

(h) other withholding taxes on payments in respect of Notes - section 12-140 of Schedule 1 to the Taxation Administration Act 1953 of Australia (“Taxation Administration Act”) imposes a type of withholding tax at the rate of (currently) 46.5% on the payment of interest on certain registered securities unless the relevant payee has quoted an Australian tax file number (“TFN”), (in certain

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circumstances) an Australian Business Number (“ABN”) or provided proof of some other exception (as appropriate).

Assuming the requirements of section 128F of the Australian Tax Act are satisfied with respect to the Notes, then the requirements of section 12-140 do not apply to payments to a holder of Notes in registered form who is not a resident of Australia and not holding those Notes in the course of carrying on business at or through a permanent establishment in Australia. Payments to other classes of holders of Notes in registered form may be subject to a withholding where the holder of those Notes does not quote a TFN, ABN or provide proof of an appropriate exemption (as appropriate); and

(i) supply withholding tax - payments in respect of the Notes can be made free and clear of the “supply withholding tax” imposed under section 12-190 of Schedule 1 to the Taxation Administration Act; and

(j) goods and services tax (GST) - neither the issue nor receipt of the Notes will give rise to a liability for GST in Australia on the basis that the supply of Notes will comprise either an input taxed financial supply or (in the case of an offshore subscriber) a GST-free supply. Furthermore, neither the payment of principal or interest by the Issuer Trustee, nor the disposal of the Notes, would give rise to any GST liability in Australia; and

(k) debt/equity rules - Division 974 of the Australian Tax Act contains tests for characterising debt (for all entities) and equity (for companies) for Australian tax purposes, including for the purposes of dividend withholding tax and IWT. The Issuer Trustee intends to issue Notes which are to be characterised as “debt interests” for the purposes of the tests contained in Division 974 and in respect of which the returns paid on the Notes are to be “interest” for the purpose of section 128F of the Australian Tax Act. Accordingly, Division 974 is unlikely to affect the Australian tax treatment of holders of Notes; and

(l) additional withholdings from certain payments to non-residents - section 12-315 of Schedule 1 to the Taxation Administration Act gives the Governor-General power to make regulations requiring withholding from certain payments to non-residents.

However, section 12-315 expressly provides that the regulations will not apply to interest and other payments which are already subject to the current IWT rules or specifically exempt from those rules. Further, regulations may only be made if the responsible Minister is satisfied the specified payments are of a kind that could reasonably relate to assessable income of foreign residents. The regulations promulgated prior to the date of this Offering Circular are not relevant to any payments in respect of the Notes. Any further regulations should also not apply to repayments of principal under the Notes, as, in the absence of any issue discount, such amounts will generally not be reasonably related to assessable income. The possible application of any future regulations to the proceeds of any sale of the Notes will need to be monitored; and

(m) taxation of foreign exchange gains and losses - Divisions 775 and 960 of the Australian Tax Act contain rules to deal with the taxation consequences of foreign exchange transactions.

The rules are complex and will apply to the Issuer Trustee in respect of any Notes denominated in a currency other than Australian dollars as well as any currency hedging arrangements entered into in respect of such Notes. Nevertheless, the Issuer Trustee ought to be able to manage its position under the rules so that the tax consequences are effectively the same as the commercial

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position (that is that any net foreign exchange gains and losses recognised for tax purposes should be represented by similar cash gains and losses).

The rules are complex and may also apply to any Note holders who are Australian residents or non-residents that hold Notes that are not denominated in Australian dollars in the course of carrying on business in Australia. Any such Note holders should consult their professional advisors for advice as to how to tax account for any foreign exchange gains or losses arising from their holding of those Notes.

(n) taxation of financial arrangements - on 16 December 2005 the Australian Minister for Revenue and Assistant Treasurer issued an exposure draft of proposed new rules for the “Taxation of Financial Arrangements”. It is intended that the proposed rules (if enacted) would represent a code for the taxation of receipts and payments in relation to financial arrangements.

The exposure draft does not specify the commencement date for the proposed rules, although the explanatory material released with the exposure draft says that the rules will apply to financial arrangements acquired after the start date of the legislation. Taxpayers may also be able to elect for the new rules to apply to all financial arrangements existing at the start date.

The proposed measures should not apply to holders of Notes who are non-residents of Australia and who do not hold their Notes in the course of carrying on business at or through a permanent establishment in Australia.

The exposure draft does not contain any indication as to how (if at all) the proposed rules are to relate to the imposition of IWT. However, the Government has given no indication that it intends the new rules to apply in a manner which overrides the section 128F exemption.

It is expected that the Government will consult with taxpayers and industry representatives to develop the final legislation.

European Union Directive on the Taxation of Savings Income

The European Union has adopted a Directive (2003/48/EC) regarding the taxation of savings income. Since July 1, 2005 member states have been required to provide to the tax authorities of other member states details of payments of interest and other similar income paid by a person to an individual in another member state, except that Austria, Belgium and Luxembourg instead impose a withholding system for a transitional period (unless during such period they elect otherwise). The end of such transitional period is dependent on the conclusion of certain agreements relating to information exchange with other countries. A number of non-European Union countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date.

Enforcement of Foreign Judgments in Australia

National Global MBS Manager Pty Ltd is an Australian proprietary company incorporated with limited liability under the Corporations Act 2001 (Cth). Any final and conclusive judgment of any New York State or United States Federal Court sitting in the Borough of Manhattan in the City of New York having jurisdiction recognized by the relevant Australian jurisdiction in respect of an obligation of National Global MBS Manager Pty Ltd in respect of a Note, which is for a fixed sum of money and which has not been stayed or satisfied in full, would be enforceable by action against National Global MBS Manager Pty Ltd in the courts of the relevant Australian jurisdiction without a re-examination of the merits of the

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issues determined by the proceedings in the New York State or United States Federal Court, as applicable, unless:

• the proceedings in New York State or United States Federal Court, as applicable, involved a denial of the principles of natural justice;

• the judgment is contrary to the public policy of the relevant Australian jurisdiction;

• the judgment was obtained by fraud or duress or was based on a clear mistake of fact;

• the judgment is a penal or revenue judgment; or

• there has been a prior judgment in another court between the same parties concerning the same issues as are dealt with in the judgment of the New York State or United States Federal Court, as applicable.

A judgment by a court may be given in some cases only in Australian dollars. National Global MBS Manager Pty Ltd 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. National Global MBS Manager Pty Ltd has appointed Bruce T. Richards, 245 Park Avenue, 28th Floor, New York, New York 10167., as its agent upon whom process may be served in any such action.

All of the directors and executive officers of National Global MBS Manager Pty Ltd, and certain experts named in this Offering Circular, reside outside the U.S. 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 U.S. As a result, it may not be possible for holders of the Notes to effect service of process within the U.S. upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of federal securities laws of the U.S. National Global MBS Manager Pty Ltd has been advised by its Australian counsel Mallesons Stephen Jaques, 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 U.S. courts, of civil liabilities predicated upon the federal securities laws of the U.S.

Exchange Controls and Limitations

The specific prior approval of the Reserve Bank of Australia or the Minister for Foreign Affairs of the Commonwealth of Australia must be obtained for certain transactions involving or connected with individuals or entities listed in the relevant Commonwealth Government Gazette as persons or entities identified with terrorism or to which financial sanctions apply, including:

• certain Yugoslav entities or individuals;

• Jemaah Islamiah;

• the Government of Zimbabwe, any public authority or controlled entity of the Government of Zimbabwe and certain other individuals identified by the Reserve Bank of Australia;

• the Taliban (also known as the Islamic Emirate of Afghanistan) or any undertaking owned or controlled, directly or indirectly, by the Taliban;

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• Osama bin Laden, the Al-Qaeda organization and certain other individuals identified by the Reserve Bank of Australia as being linked to terrorism; and

• the persons whose names are published in the Commonwealth Government Gazette Gn42 of 2001 as amended by Commonwealth Government Gazette Gn37 of 2002 and Commonwealth Government Gazette Gn49 of 2002, and the persons whose names are listed under the Suppression of the Financing of Terrorism Act 2002 (Commonwealth).

The Charter of the United Nations (Sanctions—Liberia) Regulations 2002, as amended in 2005, imposes a freeze on funds, financial assets and economic resources relating to former Liberian President Charles Taylor and certain persons and entities associated with him and his former regime.

ERISA Considerations

Subject to the considerations discussed in this section, the US$ Notes are eligible for purchase by Benefit Plans (as defined below).

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Code prohibit pension, profit-sharing or other “employee benefit plans”, subject to Title I of ERISA, as well as any plan described by section 4975 of the Code (including individual retirement accounts or Keogh plans) and entities deemed to hold “plan assets” of any of the foregoing (each, a “Benefit Plan”) 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 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 purchase, holding or transfer of the US$ Notes might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Benefit Plan that purchased the US$ Notes if assets of the Trust were deemed to be assets of a Benefit Plan. Under a regulation issued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA, the assets of the Trust would be treated as plan assets of a Benefit Plan for the purposes of ERISA and the Code only if the Benefit Plan acquires an “equity interest” in the Trust 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 herein 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, assuming that the US$ Notes constitute debt for local law purposes, it appears, at the time of their initial issuance, that the US$ Notes should not be treated as equity interests in the Trust for purposes of the regulation. The debt characterization of the US$ Notes could change after their initial issuance if the Trust incurs losses.

However, without regard to whether the US$ Notes are treated as an equity interest for these purposes, the acquisition or holding of the US$ Notes by or on behalf of a Benefit Plan could be considered to give rise to a prohibited transaction if the Trust, the Issuer Trustee, the Servicer, the Trust Manager, the Note Trustee, the Seller, the Security Trustee, the Initial Purchasers, any Swap Provider, the Custodian or other persons providing services to the Trust or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to these Benefit Plans. In such case, certain exemptions from the

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prohibited transaction rules could be applicable depending on the type and circumstances of the plan fiduciary making the decision to acquire a US$ Note. Included among these exemptions are:

• Prohibited Transaction Class Exemption 96-23, regarding transactions effected by “in-house asset managers”;

• Prohibited Transaction Class Exemption 90-1, regarding investments by insurance company pooled separate accounts;

• Prohibited Transaction Class Exemption 95-60, regarding transactions effected by insurance company general accounts;

• Prohibited Transaction Class Exemption 91-38, regarding investments by bank collective investment funds;

• Prohibited Transaction Class Exemption 84-14, regarding transactions effected by “qualified professional asset managers; and

• The service providers exemption under new Section 408(b)(17) of ERISA and new Section 4975(d)(20) of the Code.

Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the US$ Notes.

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, but may be subject to local, state or other federal law requirements which may impose restrictions similar to those under ERISA and the Code discussed above.

By your acquisition of a US$ Note, you will be deemed to represent and warrant that your purchase and holding of the US$ Note will not result in a non-exempt prohibited transaction under, or violation of ERISA, Section 4975 of the Code or any similar applicable law.

If you are a plan fiduciary considering the purchase of US$ Notes, you should consult your tax and legal advisors regarding whether the assets of the Trust would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences. The Class A-2 Notes and the Class B Notes are not eligible for purchase by Benefit Plans.

Legal Investment Considerations

The US$ 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 U.S. 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 US$ 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 US$ Notes as legal investments for you.

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Available Information

To permit compliance with Rule 144A under the Securities Act in connection with sales of the US$ Notes, the Trust Manager will be required to furnish, upon the request of any holder of the US$ Notes, to such holder and a prospective purchaser designated by such holder, the information required to be delivered under Rule 144A(d)(4) under the Securities Act.

Ratings of the Notes

The issuance of the Class A-1 Notes and the Class A-2 Notes will be conditioned on obtaining a rating of “AAA” by S&P and “Aaa” by Moody’s. The issuance of the Class B Notes will be conditioned on obtaining a rating of “AA” by S&P 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 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 Trust’s expenses, the mortgage insurance policies, the creditworthiness of the Swap Providers and the mortgage insurers and the foreign currency rating of Australia. The Commonwealth of Australia’s current foreign currency long term debt rating is “AAA” by S&P, “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 Offering Circular.

Plan of Distribution

Placement

Under the terms and subject to the conditions contained in the Note Purchase Agreement, dated on or about October 25, 2006, among National Australia Bank Limited, the Issuer Trustee and the Trust Manager, the Issuer Trustee has agreed to sell to the Initial Purchasers, for whom Deutsche Bank Securities Inc. is acting as representative, and each Initial Purchaser has severally agreed to purchase from the Issuer Trustee, the following respective Principal Amounts of the US$ Notes:

Initial Purchaser Principal Amount of Class A-1 Notes (US$)

Deutsche Bank Securities Inc. $737,500,000

Citigroup Global Markets Inc $737,500,000

Total $1,475,000,000

The purchase agreement provides that the Initial Purchasers are obligated to purchase all of the US$ Notes if any are purchased. The purchase agreement also provides that if any Initial Purchaser defaults, the purchase commitments of non-defaulting Initial Purchasers may be increased or the offering may be terminated. The purchase agreement will be governed by and construed in accordance with the laws of the State of New York.

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The US$ Notes will be offered by the Initial Purchasers from time to time, in negotiated transactions at varying prices only to QIBs and to certain persons in offshore transactions in reliance on Regulation S.

The US$ Notes are a new issue of securities for which there currently is no market. The Initial Purchasers have advised the Trust Manager that they intend to make a market in the US$ Notes as permitted by applicable law. The Initial Purchasers are not obligated, however, to make a market in the US$ Notes and any market-making may be discontinued at any time at their sole discretion. Accordingly, no assurance can be given as to the development or liquidity of any market for the US$ Notes.

The US$ Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons, except to QIBs in reliance on Rule 144A under the Securities Act and to persons in offshore transactions in reliance on Regulation S under the Securities Act.

Each of the Initial Purchasers has agreed that, except as permitted by the purchase agreement, it will not offer, sell or deliver the US$ Notes (i) as part of its distribution at any time or (ii) otherwise until forty (40) days after the later of the commencement of the offering and the Closing Date, within the U.S. or to, or for the account or benefit of, U.S. persons, and it will have sent to each broker/dealer to which it sells US$ Notes in reliance on Regulation S during such forty (40)-day period, a confirmation or other notice detailing the restrictions on offers and sales of the US$ Notes within the U.S. or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Resales of the US$ Notes are restricted as described under “Notice to Investors—Transfer Restrictions” above.

National Australia Bank Limited and the Trust Manager have agreed to indemnify the Initial Purchasers against civil liabilities under the Securities Act, or contribute to payments which the Initial Purchasers may be required to make in that respect.

In connection with the offering of the US$ Notes, the Initial Purchasers, may engage in over-allotment, stabilizing transactions and syndicate covering transactions.

• Over-allotment involves sales in excess of the offering size, which creates a short position for the Initial Purchasers.

• Stabilizing transactions involve bids to purchase the US$ Notes in the open market for the purpose of pegging, fixing or maintaining the price of the US$ Notes.

• Syndicate covering transactions involve purchases of the US$ Notes in the open market after the distribution has been completed in order to cover short positions.

Stabilizing transactions and syndicate covering transactions may cause the price of the US$ Notes to be higher than it would otherwise be in the absence of these transactions. If the Initial Purchasers engage in stabilizing or syndicate covering transactions, they may discontinue them at any time.

In the ordinary course of its business, some of the Initial Purchasers and some of their affiliates have in the past and may in the future engage in commercial and investment banking activities with National Australia Bank Limited and its affiliates.

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Offering Restrictions

Offers Made in the United States or to U.S. Persons

The US$ Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons, except as described in this Offering Circular. See “Notice to Investors—Transfer Restrictions” above.

Australia

No prospectus or other disclosure document in relation to the US$ Notes has been lodged with, or registered by, the Australian Securities and Investments Commission (“ASIC”). Each Initial Purchaser has represented and agreed that it:

(a) has not made or invited, and will not make or invite, an offer of the US$ Notes for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and

(b) has not distributed or published, and will not distribute or publish, any information memorandum or any other offering material or advertisement relating to the US$ Notes in Australia,

unless:

(i) the minimum aggregate consideration payable by each offeree or invitee is at least A$500,000 (disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act and is not an offer to a “retail client” under Chapter 7 of the Corporations Act, and

(ii) such action complies with all applicable laws and directives and does not require any document to be lodged with ASIC.

The United Kingdom

Each Initial Purchaser represents and agrees that:

(a) 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 Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of any US$ Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer Trustee; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the US$ Notes in, from or otherwise involving the United Kingdom.

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Hong Kong


(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any US$ Notes other than:

(i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance; or

(ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap.32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the US$ Notes, 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 US$ Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Singapore

The Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”) under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and

Futures Act”). Accordingly, each Initial Purchaser represents and agrees that the US$ Notes have not been offered or sold and will not be offered or sold or made the subject of an invitation for subscription or purchase nor will the Offering Circular or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any US$ Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than:

(a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act;

(b) to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act or

(c) pursuant to, and in accordance with, the conditions of, any other applicable provision of the Securities and Futures Act.

Each of the following relevant persons specified in Section 275 of the Securities and Futures Act, which has subscribed or purchased US$ Notes, namely a person who is:

(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

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should note that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six (6) months after that corporation or that trust has acquired the US$ Notes under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act;

(ii) where no consideration is given for the transfer; or

(iii) by operation of law.

Japan

The US$ Notes have not been and will not be registered under the Securities and Exchange Law of Japan, as amended (the Securities and Exchange Law) and each Initial Purchaser represents and agrees that it has not, directly or indirectly, offered or sold and will not offer or sell any US$ Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Korea

Each Initial Purchaser represents and agrees that US$ Notes have not been and will not be offered, delivered or sold directly or indirectly in Korea or to any resident of Korea or to others for re-offering or resale directly or indirectly in Korea or to any resident of Korea except as otherwise permitted under applicable Korean law and regulations.

Each Initial Purchaser undertakes to ensure that any securities dealer to which it sells US$ Notes confirms that it is purchasing such US$ Notes as principal and agrees with such Initial Purchaser that it will comply with the restrictions described above.

Luxembourg

Each Initial Purchaser represents, warrants and agrees that it has not offered and will not offer the US$ Notes or cause the offering of the US$ Notes or contribute to the offering of the US$ Notes to the public in the Grand Duchy of Luxembourg, unless all the relevant legal and regulatory requirements have been complied with.

Spain

Each Initial Purchaser represents and agrees, and each further distributor (whether or not participating in the offering) will be required to represent and agree, that US$ Notes may not be offered or sold in Spain by means of a public offer as defined and construed in Chapter I of Title III of Law 24/1988, of 28 July, of the Securities Act (as amended by Royal Decree Law 5/2005 of 11 March and related legislation. The

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Base Prospectus has not been registered with the COM (Comisión Nacional del Mercado de Valores) and therefore it is not intended for any public offer of US$ Notes in Spain.

Malaysia

(a) The US$ Notes shall not be offered or sold, directly or indirectly, nor may any document or other material in connection therewith be distributed in Malaysia other than pursuant to an offer or invitation as specified in Schedule 2 of the Securities Commission Act 1993 or prescribed by the Minister of Finance under section 38(1)(b) of the Securities Commission Act 1993.

(b) No Noteholder may sell, transfer or otherwise dispose of all or any part of its legal or beneficial interest in any of the US$ Notes to any person, unless:

(i) such sale, transfer or disposition is subject to the condition that such person shall undertake to observe the restrictions set out herein, including the requirement in this paragraph (b) to impose similar restrictions on any subsequent Noteholder;

(ii) such sale, transfer or disposition shall not breach the provisions of the Securities Commission Act 1993 (as amended from time to time) or the Exchange Control Act 1953 or any regulations or notices issued thereunder (as amended from time to time).

(c) Save as otherwise expressly authorised by applicable law, no person may issue any prospectus, circular or other offering material or make any public announcement, general solicitation or general advertising (including, without limitation, in any general advertisement, article, notice or other similar communication published by any newspaper, magazine or similar media or in any broadcast over television or radio or publicly accessible electronic screens or other such similar media) in connection with the offer, sale, purchase, resale, distribution or delivery of any of the US$ Notes, unless such material has been previously authorised and published by the Issuer Trustee for any such purpose.

(d) No person may offer or sell participation in any of the US$ Notes in any amount which is less than the face amount of those US$ Notes.

(e) No physical delivery of the US$ Notes to any persons shall be effected and no Noteholder may sell, transfer or otherwise dispose of any of the US$ Notes to any person unless such sale, transfer or other disposition is subject to the condition that such US$ Notes are delivered to the central depositary.

(f) Without limitation to paragraphs (a) and (b), each Noteholder will observe all applicable laws and regulations in any jurisdiction (including Malaysia) in which it may offer, sell, distribute or deliver the US$ Notes or distribute any document or other material in connection therewith.

China


(a) it has not offered or sold and will not offer or sell in the People’s Republic of China (“PRC”) by means of any document, any Note other than in full compliance with the relevant laws and regulations of the PRC including but not limited to the Securities Law of the People’s Republic of China and the Company Law of the People’s Republic of China; and

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(b) it has complied and will comply with all applicable laws and regulations of the PRC with respect to anything done by it in relation to any US$ Notes in, or otherwise involving the PRC.

General

No action has been taken in any jurisdiction that would permit a public offering of the US$ Notes or possession or distribution of the Offering Circular or other offering material in any jurisdiction where action for that purpose is required

Each Initial Purchaser agrees that it will not directly or indirectly purchase, offer, sell or transfer US$ Notes, or distribute or publish any offering circular or other offering material in relation to the US$ Notes, in any jurisdiction except in accordance with any applicable law or directive of that jurisdiction.

Neither the Issuer Trustee nor any Initial Purchaser represents that any US$ Notes may at any time lawfully be offered, sold or transferred in compliance with any applicable law or directive in any jurisdiction or assumes any responsibility for facilitating such sale.

Persons into whose hands the Offering Circular comes are required by the Issuer Trustee and Initial Purchaser to comply with any applicable law and directive in each jurisdiction in which they purchase, offer, sell or deliver US$ Notes or have in their possession or distribute or publish the Offering Circular or other offering material and to obtain any authorization required by them for the purchase, offer, sale or delivery by them of any US$ Notes under any applicable law or directive in force in any jurisdiction to which they are subject or in which they make such purchases, offers, sales or deliveries, in all cases at their own expense, and neither the Issuer Trustee nor any Initial Purchaser has responsibility for such matters.

In these selling restrictions, “directive” includes a treaty, official directive, request, regulation, guideline or policy (whether or not having the force of law) with which responsible participants in the relevant market generally comply.

Variation

These selling restrictions may be modified by the agreement of the Issuer Trustee, the Trust Manager, the Seller and each Initial Purchaser following a change in or clarification of a relevant law, regulation, directive, request or guideline having the force of law or compliance which is in accordance with the practice of responsible financial institutions in the country concerned or any change in or introduction of any of them or in their interpretation or administration.

General Information

Authorization

The Issuer Trustee has obtained all necessary consents, approvals and authorizations in connection with the issue and performance of the US$ Notes. The issue of the US$ Notes will be authorized by the resolutions of the board of directors of Perpetual Trustee Company Limited passed on or about October 20, 2006.

Litigation

The Issuer Trustee is not, and has not been, involved in any litigation, arbitration or governmental proceedings that may have, or have had during the twelve months preceding the date of this Offering

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Circular, a significant effect on its financial position or profitability nor, so far as it is aware, are any such litigation, arbitration or governmental proceedings pending or threatened.

The Seller and Trust Manager are not presently involved in any litigation, arbitration or governmental proceedings that is material to the Noteholders.

DTC, Euroclear and Clearstream, Luxembourg

The US$ Notes have been accepted for clearance through DTC, Euroclear and Clearstream, Luxembourg with the CUSIP and ISIN numbers:

Class A-1 Notes CUSIP ISIN

Rule 144A 637276 AA 4 US637276AA46

Regulation S Q65761 AA 8 USQ65761AA84

Listing on the Luxembourg Stock Exchange

Application has been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the CSSF in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 relating to the offering circular for securities, for the approval of this Offering Circular for the purposes of the Prospectus Directive. Application has also been made by National Global MBS Manager Pty Ltd, as Trust Manager, to the Luxembourg Stock Exchange for the US$ Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. The estimated total expenses related to the admission of the US$ Notes to trading on the Luxembourg Stock Exchange are expected to be approximately €8,000. No application has been made to list the US$ Notes on any other stock exchange. There can be no assurance that such listing will be granted. Prior to the purchase of any US$ Notes, each investor in the US$ Notes is advised to check whether the Luxembourg Stock Exchange listing application has been approved.

If and for so long as the US$ Notes are listed on the Luxembourg Stock Exchange, copies of the Note Trust Deed, the supplemental deed and the resolutions of the board of directors of the Issuer Trustee authorizing the issuance of the US$ Notes will be available for inspection during normal business hours at the registered offices of the Luxembourg Paying Agent and the Trust Manager.

In addition to the foregoing, for fourteen days following the date of this Offering Circular, if the Luxembourg Stock Exchange listing application has been approved, copies of the Supplemental Deed, the Note Trust Deed, the Master Security Trust Deed, the Currency Swaps and Interest Rate Swap Agreements will be physically available for inspection and will be obtainable during normal business hours at the registered office of Deutsche Bank Luxembourg S.A. at 2, Boulevard Konrad Adenauer, L- 1115 Luxembourg and the registered office of the Trust Manager, where copies thereof may be obtained upon request. If and for so long as the US$ Notes are listed on the Luxembourg Stock Exchange, this Offering Circular will be available to the public during normal business hours at the registered office of the Luxembourg Paying Agent. The quarterly Noteholder reports will be available during normal business hours at the registered office of the Trust Manager and the Luxembourg Paying Agent.

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The Trust Manager shall deliver to the Principal Paying Agent and the Note Trustee on each Determination Date the Noteholders Report for the related Collection Period, with written instructions for the Note Trustee and the Principal Paying Agent to forward the Noteholder Report to each Offshore Noteholder.

Each Noteholder Report shall contain the following information:

(a) the Finance Charge Collections;

(b) the Other Income;

(c) the Mortgage Insurance Interest Proceeds;

(d) the Available Income;

(e) the Total Available Income;

(f) the Principal Draw, if any;

(g) the Liquidity Draw, if any;

(h) the Expenses of the Trust;

(i) the Required Payments (and each amount comprising the Required Payments);

(j) the Excess Available Income;

(k) the Principal Collections;

(l) the Principal Charge-Offs (if any);

(m) the Carryover Principal Charge-Offs (if any);

(n) the Extraordinary Expenses, if any;

(o) the Enforcement Expenses, if any;

(p) the Tax Shortfall (if any);

(q) the Tax Amount (if any); and

(r) any other relevant determinations.

The Trust Manager has undertaken that, for as long as any of the US$ Notes are listed on the Luxembourg Stock Exchange, it will notify the Luxembourg Stock Exchange of any material amendment to any Transaction Document and if any party to any Transaction Document resigns or is replaced (together with details of any relevant replacement party).

As at the date of the Offering Circular, the Trust has no borrowings or indebtedness and there has been no change in the capitalization of the Trust since it was established.

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So long as the US$ Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, copies of notices to holders of the US$ Notes must be forwarded in final form to the company announcement office of the Luxembourg Stock Exchange, no later than the day of dispatch.

From the date of the creation of National RMBS Trust 2006-3, to the date of issue of the US$ Notes, the Issuer Trustee will not, in its capacity as trustee of National RMBS Trust 2006-3, carry on any business. National RMBS Trust 2006-3 is not required by Australian law and does not intend to publish annual reports and accounts, and no accounts with respect to National RMBS Trust 2006-3 have been prepared prior to the date of this Offering Circular.

Where information in this Offering Circular has been sourced from third parties this information has been accurately reproduced and as far as the Trust Manager is aware and is able to ascertain from the information published by such third parties no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used.

The Offering Circular will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Announcement

By distributing or arranging for the distribution of this Offering Circular to the Initial Purchasers and the persons to whom this Offering Circular is distributed, the Issuer Trustee announces to the Initial Purchasers and each such person that:

• the US$ Notes will initially be issued in the form of Book-Entry Notes and will be held by Cede & Co., as nominee of DTC;

• in connection with the issue, DTC will confer rights in the US$ Notes to the Noteholders and will record the existence of those rights; and

• as a result of the issue of the US$ Notes in this manner, these rights will be created.

Legal Matters

Sidley Austin LLP, New York, New York will pass upon some legal matters with respect to the US$ Notes, including the material U.S. federal income tax matters, for National Australia Bank Limited and National Global MBS Manager Pty Ltd. Mallesons Stephen Jaques, Melbourne, Australia, will pass upon some legal matters, including the material Australian tax matters, with respect to the US$ Notes for National Australia Bank Limited and National Global MBS Manager Pty Ltd. McKee Nelson LLP, New York, New York will act as U.S. legal counsel to the Initial Purchasers.

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GLOSSARY

Unless the context requires otherwise, in this Offering Circular, the following words have the following meanings:

A$ and Australian dollars means the lawful currency of the Commonwealth of Australia.

A$ Class A-1 Interest

Amount

means, in respect of a Class A-1 Note, a Payment Date and the Interest Period ending on (but excluding) that Payment Date, an amount calculated as follows:

A = B x C x N

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where:

A = the A$ Class A-1 Interest Amount for that Interest Period;

B = the Total Invested Amount of the Class A-1 Notes on the Determination Date immediately preceding the commencement of that Interest Period (which, for the avoidance of doubt, is the Total Invested Amount of the Class A-1 Notes as of the first day of that Interest Period after taking into account any reduction to the Total Invested Amount on that date);

C = the A$ Class A-1 Interest Rate for that Interest Period; and

N = the number of days in that Interest Period.


Rate

means, in respect of a Class A-1 Note, a Payment Date and the Interest Period ending on (but excluding) that Payment Date, the aggregate of:


(b) the A$ Class A-1 Margin for that Class A-1 Note.

A$ Class A-1 Margin in respect of a Class A-1 Note, has the same meaning as the “Spread” specified under the heading “A$ Floating Amounts payable by Party B” in the confirmation for each US$ Class A-1 Currency Swap.

A$ Class A-1 Principal means, in relation to a Payment Date, the amount allocated on that Payment Date from Principal Collections to the A$ Class A-1 Principal as described under the heading “Description of the Notes—Cashflow Allocation Methodology”.


Amount

means, in respect of a Class A-2 Note, a Payment Date and the Interest Period ending on (but excluding) that Payment Date, an amount calculated as follows:

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A = B x C x N

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where:

A = the A$ Class A-2 Interest Amount for that Interest Period;

B = the Total Invested Amount of the Class A-2 Notes on the Determination Date immediately preceding the commencement of that Interest Period (which, for the avoidance of doubt, is the Total Invested Amount of the Class A-2 Notes as of the first day of that Interest Period after taking into account any reduction to the Total Invested Amount on that date);

C = the A$ Class A-2 Interest Rate for that Interest Period; and

N = the number of days in that Interest Period.


Rate

means, in respect of a Class A-2 Note, a Payment Date and the Interest Period ending on (but excluding) that Payment Date, the aggregate of:


(b) the A$ Class A-2 Margin for that Class A-2 Note.

A$ Class A-2 Margin in respect of a Class A-2 Note, has the same meaning as the “Spread” specified under the heading “A$ Floating Amounts payable by Party B” in the confirmation for the € Class A-2 Currency Swap.

A$ Class A-2 Principal means, in relation to a Payment Date, the amount allocated on that Payment Date from Principal Collections to the A$ Class A-2 Principal as described under the heading “Description of the Notes—Cashflow Allocation Methodology”.

A$ Equivalent means:

(a) in relation to an amount which is calculated, determined or expressed in US$ or which includes a component determined or expressed in US$, that US$ amount or US$ component (as the case may be) multiplied by the relevant A$ Exchange Rate and expressed in A$; or

(b) in relation to an amount which is calculated, determined or expressed in €, or which includes a component determined or expressed in €, that € amount or € component (as the case may be) multiplied by the relevant A$ Exchange Rate and expressed in A$.

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A$ Exchange Rate means the “A$ Exchange Rate” specified under the heading “Exchange Rates” in the confirmation for the relevant Currency Swap.

A$ Note means a Class B Note and a Redraw Note, as the case may be.

A$ Note Interest Amount means, in respect of an A$ Note, a Payment Date and the Interest Period ending on (but excluding) that Payment Date, the amount calculated in accordance with clause 8.6 of the Supplemental Deed for that A$ Note.

Accrued Interest

Adjustment

means, with respect to a Housing Loan, the amount of interest accrued and unpaid on that Housing Loan as at the close of business on the day immediately prior to the day on which that Housing Loan is transferred to a Trust.

Adverse Effect means an event which will materially and adversely effect the amount of any payment to be made to a Noteholder, or will materially and adversely affect the timing of such payment.

Adverse Rating Effect means the reduction, qualification or withdrawal of the rating (if any) given to the Notes issued in respect of the Trust by a Current Rating Agency.

Agency Agreement means the agreement entitled “National RMBS Trust 2006-3 Agency Agreement” signed on or around October 27, 2006 between the Issuer Trustee, Trust Manager, Note Trustee and the Luxembourg Paying Agent.

Aggregate Stated Amount means, on any Determination Date:

(a) in the case of the A$ Notes, the aggregate of the Stated Amounts of such Notes at that time; and

(b) in the case of the Offshore Notes, the aggregate of the A$ Equivalent of the Stated Amounts of the relevant Notes at that time.

APRA means the Australian Prudential Regulation Authority.

Approved Corporation means:

(a) a corporation, Bank or financial intermediary which has the Required Credit Rating; or

(b) the Commonwealth of Australia or the government of Australia or the government of any state or territory of the Commonwealth of Australia which has the Required Credit Rating.

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Assets of the Trust means:

(a) the pool of Mortgage Loans, including all:

(i) principal payments paid or payable on the Mortgage Loans at any time after the Cut-Off Date; and

(ii) interest payments paid or payable on the Mortgage Loans at any time after the Cut-Off Date (other than the Accrued Interest Adjustment which is paid on the first Payment Date to the Seller);

(b) rights under the primary Mortgage Insurance Policies issued by Genworth Financial Mortgage Insurance Pty Ltd and PMI Mortgage Insurance Ltd, rights under the mortgage pool insurance policy issued by PMI Mortgage Insurance Ltd and, where available, the individual property insurance policies covering the mortgaged properties relating to the Mortgage Loans;

(c) rights under the Mortgages relating to the Mortgage Loans;

(d) rights under any additional collateral securities appearing on the Seller’s records as securing the Mortgage Loans;

(e) amounts on deposit in certain accounts established in connection with the creation of the Trust and the issuance of the Notes, including the Collections Account, and any Authorised Investments in which these amounts are invested; and

(f) the Issuer Trustee’s rights under the Transaction Documents, including the Support Facilities.

ATO means the Australian Tax Office.

Austraclear means the system operated by Austraclear Limited (ABN 94 002 060 773) for holding certain Australian dollar securities and the electronic recording and settling of transactions in those securities between members of that system in accordance with the Regulations and Operating Manual established by Austraclear Limited (as amended or replaced from time to time) to govern the use of that system and includes, as required, a reference to Austraclear Limited as operator of that system.

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Authorized Investments means:

(a) cash on hand or at an Eligible Bank;

(b) bonds, debentures, stock, treasury bills or other securities issued or guaranteed by any government of an Australian jurisdiction (which has the Required Credit Rating) or any Approved Corporation;

(c) debentures or stock of any public statutory body established under the laws 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 (which has the Required Credit Rating);

(d) notes or other securities of any government of an Australian jurisdiction (which has the Required Credit Rating);

(i) deposits with, or certificates of deposit (whether negotiable, convertible or otherwise) of an Eligible Bank or a Bank which has a rating specified in the Supplemental Deed where the investment has a maturity of thirty (30) days or less and does not exceed 20% of the Aggregate Invested Amount of any Notes issued in respect of the Trust; or

(ii) bills of exchange or other negotiable instruments, issued, drawn, endorsed or accepted by an Eligible Bank or a Bank which has a rating specified in the Supplemental Deed where the investment has a maturity of thirty (30) days or less and does not exceed 20% of the aggregate Invested Amount of any Notes issued in respect of the Trust,

and which matures or falls due for repayment on or before the next Payment Date of such Notes; or

(e) any other assets which may be specified in the Supplemental Deed as an Authorised Investment for the relevant Trust.

Available Income see the heading “Description of the Notes—Cashflow Allocation Methodology—Determination of Available Income”.

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Available Liquidity Amount has the meaning given to it in the Liquidity Facility Agreement.

Bank has the meaning given to the expression “Australian bank” in the Corporations Act.

Banking Day means any day on which banks are open for business in London, Brussels and New York City, other than a Saturday, a Sunday or a public holiday in London, Brussels or New York City.

Bank Bill Rate means, in respect of any Interest Period, the rate expressed as a percentage per annum:

(a) calculated by taking the rate appearing on the Reuters screen BBSW page at or about 10:15 a.m. (Melbourne time) on the first day of that Interest Period for each bank so quoting (being no fewer than five) as being the mean buying and selling rate for a bill (which for the purpose of this definition means a bill of exchange of the type specified for the purpose of quoting on the Reuters screen BBSW page) having a tenor of 90 days after eliminating the highest and the lowest mean rates and taking the average of the remaining mean rates (rounded up, if necessary, to the nearest four decimal places);

(b) if fewer than five banks quote on the Reuters screen BBSW page, the rate calculated as above by taking the rates otherwise quoted by five banks otherwise authorised to quote rates on the Reuters screen BBSW page at or about 10:15 a.m. (Melbourne time) for a bill of exchange having a tenor of 90 days; or

(c) if a rate cannot be determined in accordance with the procedures in (a) or (b), the rate specified in good faith by the Trust Manager at or around that time on that day, having regard, to the extent possible, to comparable indices then available as to the rate otherwise bid and offered for bills of exchange having a tenor of 90 days,

provided that, in respect of the first Interest Period the Bank Bill Rate for that Interest Period will be calculated by the Trust Manager to be a linear interpolated rate for the relevant period.

Basis Swap means an ISDA Master Agreement, the schedule relating to it and each confirmation between the Basis Swap Provider, the Issuer Trustee and the Trust Manager under which the Issuer Trustee pays to the Basis Swap Provider an amount in respect of Purchased

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Mortgage Loans that do not bear interest at a variable-rate and under which the Basis Swap Provider pays to the Issuer Trustee an amount calculated by reference to the Bank Bill Rate.

Basis Swap Provider means National Australia Bank Limited or such other person appointed from time to time as the Basis Swap Provider under the Transaction Documents.

Benefit Plan means pension, profit-sharing or other “employee benefit plans”, as described in either ERISA or the Code, as well as any plan described by section 4975 of the Code (including individual retirement accounts or Keogh plans).

BICOE means Building in the Course of Erection.

Book-Entry Note means:

(a) a Class A-1 Book-Entry Note; or

(b) a Class A-2 Book-Entry Note,


Borrowings means (with Borrow having an equivalent meaning) any amount borrowed or raised by the Issuer Trustee in its capacity as trustee of the Trust.

Break Amount means, in respect of a Fixed Interest Rate Loan that is subject to a Prepayment Date, the amount, if any, that would be payable by one party to the other under Section 6(e)(ii)(2) of the Fixed Rate Swap Agreement on the following assumptions:

(a) the event giving rise to the Prepayment Date is an Additional Termination Event in respect of this Transaction and that both parties are Affected Parties;

(b) the Prepayment Date is an Early Termination Date of this Transaction;

(c) the Notional Amount of this Transaction the subject of the Early Termination Date equals the Prepayment Amount applicable to the Prepayment Date; and

(d) Loss is the applicable payment measure.

A Break Amount payable by Party A is to be expressed as a positive number.

Business Day means any day other than a Saturday, Sunday or public holiday on which banks are open for business in Melbourne, Sydney, New York City and London provided that, in each case, the day is also a TARGET Settlement Date.

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Calculation Agent means Citibank, N.A., London Branch or such other person appointed from time to time as the Calculation Agent under the Transaction Documents.

Call Option means the Issuer’s option to redeem Notes on each Call Option Date.

Call Option Date means, in respect of the Notes, each Payment Date commencing on the Payment Date on which the aggregate Outstanding Principal Balance of all Housing Loans referable to the Purchased Mortgage Loans (calculated as at the end of the immediately preceding Collection Period) is less than 10% of the aggregate Outstanding Principal Balance of all Housing Loans referable to the Purchased Mortgage Loans on the Closing Date.

Carryover Principal

Charge-Off

see “Description of the Notes—Cashflow Allocation Methodology—Principal Charge-Offs”.

Cash includes Cheques and the electronic transfer of funds.

Charge means the charge granted under the Deed of Charge for the Trust.

Class means the Class A-1 Notes, the Class A-2 Notes, the Class B Notes or the Redraw Notes (if any) (as the case may be).

Class A Note means a Class A-1 Note and a Class A-2 Note, as the case may be.

Class A Note Conditions means the terms and conditions of the Class A-1 Notes and the Class A-2 Notes, as set out in the schedule to the Note Trust Deed.

Class A-1 Book-entry Note means a Class A-1 Note issued under the DTC’s or other clearing agencies’ global book-entry system.

Class A-1 Definitive Note means a Class A-1 Note issued in definitive form.

Class A-1 Interest Amount means Interest on each Class A-1 Note for an Interest Period.

Class A-1 Note means a Note described as such and referred to in the Supplemental Deed and issued on the terms and conditions contained in the Class A Note Conditions.

Class A-1 Noteholder means each person who is from time to time entered in the Register as the holder of a Class A-1 Note.

Class A-1 Principal Amount means the US$ equivalent of the amount of the A$ Class A-1 Principal.

Class A-2 Book-entry Note means a Class A-2 Note issued under the Clearstream, Euroclear or other clearing agencies’ global book-entry system.

Class A-2 Definitive Note means a Class A-2 note issued in definitive form.

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Class A-2 Interest Amount means Interest on each Class A-2 Note for an Interest Period.

Class A-2 Note means a Note described as such and referred to in the Supplemental Deed and issued on the terms and conditions contained in the Class A Note Conditions.

Class A-2 Noteholder means each person who is from time to time entered in the Register as the holder of a Class A-2 Note.

Class A-2 Principal Amount means the € equivalent of the amount of the A$ Class A-2 Principal.

Class B Note means a Note referred to in the Supplemental Deed issued on the terms and conditions contained in the Supplemental Deed and the Dealer Agreement.

Class B Noteholder means each person who is from time to time entered in the Register as the holder of a Class B Note.

Class B Principal means, in relation to a Payment Date, the amount allocated on that Payment Date from Principal Collections to the Class B Principal as described under the heading “Description of the Notes—Cashflow Allocation Methodology”.

Clearstream, Luxembourg means Clearstream Banking, société anonyme, a limited liability company organized under the laws of Luxembourg.

Closing Date means the date on which the offer contained in the Offer to Sell is accepted by the Issuer Trustee.

Code means U.S Internal Revenue Code of 1986.

Collateral Account means any collateral account (as defined in, and established under, a Support Facility).

Collateral Security means, in respect of a Housing Loan:

(a) any:

(i) encumbrance; or

(ii) guarantee, indemnity or other assurance,

which, in either case, secures or otherwise provides for the repayment or payment of the amount owing under the Housing Loan, but does not include, in either case, the Mortgage relating to the Housing Loan;

(b) any policy of lender’s mortgage insurance (both present and future) in respect of the Housing Loan; or

(c) any policy of property insurance (both present and future) in respect of the relevant Land.

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A Collateral Security referred to in paragraph (a) may be given under the same document that evidences the Housing Loan to which that Collateral Security relates.

Collections means all amounts received by the Seller, the Servicer, the Trust Manager or the Issuer Trustee after the Cut-Off Date in respect of the Purchased Mortgage Loans (including, without limitation, all principal, interest, the proceeds received under any Mortgage Insurance Policy, any proceeds recovered from any enforcement action in respect of a Purchased Mortgage Loan, amounts received on a repurchase of a Purchased Mortgage Loan, any amount received from the Seller as damages in respect of a breach of any representation, warranty or covenant in connection with the Purchased Mortgage Loans and any other amounts received in relation to the Purchased Mortgage Loans),

but excluding:

(a) the Servicer’s Collections; and

(b) any interest credited to any Collateral Account in respect of a Support Facility.

Collections Account means, in respect of the Trust, the account opened and maintained by the Issuer Trustee in accordance with clause 22.3 of the Master Trust Deed and the Supplemental Deed for the Trust which bears a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.

Collection Period means, in relation to a Payment Date, the period from (and including) the first day of the Quarter immediately preceding that Payment Date up to (and including) the last day of the Quarter immediately preceding that Payment Date except in the case of the first Collection Period, which commences on the day after the Cut-off Date and ends on December 31, 2006, where Quarter means the three month period in each year commencing on January 1, April 1, July 1 and October 1.

Common Depository means the common depository for Euroclear and Clearstream-Luxembourg.

Conditions means the Class A Note conditions.

Consumer Credit Code means, as applicable, 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 jurisdiction of Australia or the provisions of the Consumer Credit Code set out in the Appendix to the Consumer Credit (Western Australia) Act 1996 or the provisions of the Consumer Credit Code set out in the

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Appendix to the Consumer Credit Code (Tasmania) Act 1996.

Consumer Credit

Legislation

means all consumer credit legislation of the states and territories of Australia that regulates consumer credit transactions and the Consumer Credit Code.

Corporations Act means the Corporations Act 2001 (Cwlth).

Currency Swap means each of:

(a) the US$ Class A-1 Currency Swap; and

(b) the € Class A-2 Currency Swap,


Currency Swap Agreement means each of:

(a) the US$ Class A-1 Currency Swap Agreement; and

(b) the € Class A-2 Currency Swap Agreement,


Currency Swap Provider means each of:

(a) the US$ Class A-1 Currency Swap Provider; and

(b) the € Class A-2 Currency Swap Provider,


Current Rating Agencies means, in relation to Notes, such internationally recognised rating agencies which have been requested by the Trust Manager to rate the relevant Notes and which have been advised by the Trust Manager to the Issuer Trustee and the Security Trustee.

Custodian means National Australia Bank Limited or any other person appointed from time to time in accordance with the Transaction Documents.

Cut-Off Date means October 3, 2006.

Dealer means the party identified in Schedule 1 of the Dealer Agreement.

Dealer Agreement means the document entitled “National RMBS Trust 2006-3 Dealer Agreement” dated on or about October 18, 2006 between the Issuer Trustee, Trust Manager, Dealer and Seller, in respect of the A$ Notes.

Debtor means, in relation to a Mortgage Loan, the person who is obliged to make payments with respect to that Mortgage Loan, whether as a principal or secondary obligation (and in respect of a Housing Loan means the person who is the account debtor under that Housing Loan), and includes, where the context requires, any other person obligated to make payments with respect

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to that Mortgage Loan (including any mortgagor or guarantor).

Deed of Charge means the document entitled “National RMBS Trust 2006-3 Deed of Charge” dated October 4, 2006 between the Issuer Trustee, Security Trustee, Trust Manager and Note Trustee.

Default means, a failure by the Issuer Trustee to comply with:

(a) an obligation which is expressly imposed on it by the terms of a Transaction Document; or

(b) a written direction given by the manager in accordance with a Transaction Document and in terms which are consistent with the requirements of the Transaction Documents in circumstances where the Transaction Documents require or contemplate that the Issuer Trustee will comply with that direction;

in each case within any period of time specified in, or contemplated by, the relevant Transaction Document for such compliance. However, it will not be a Default if the Issuer Trustee does not comply with an obligation or direction where the Note Trustee or the Security Trustee directs the Issuer Trustee not to comply with that obligation or direction.

Defaulted Housing Loan means a Housing Loan in respect of which the Debtor fails to make a principal and interest payment 31 days or more following the date due for payment under the related Loan Agreement.

Definitions Schedule means the deed entitled “National RMBS Trusts Definitions Schedule” dated January 3, 2001 (as amended by a global amending deed dated September 28, 2004 between the parties specified in schedule 1 to that deed) and made between the parties named in schedule 1 to that deed.

Definitive Note means:

(a) a Class A-1 Definitive Note; or

(b) a Class A-2 Definitive Note,


Delegation Deed means the deed entitled “National RMBS Trusts Deed of Delegation” dated January 24, 2001 (as amended by a global amending deed dated September 28, 2004 between the parties specified in schedule 1 to that deed) between the Trust Manager and National Australia Managers Limited (ABN 70 006 437 565).

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Depository means, in the case of:

(a) the Class A-1 Notes, the US Depository and the Common Depository; and

(b) the Class A-2 Notes, the Common Depository.

Determination Date means the day which is five (5) Business Days prior to a Payment Date.

DTC means the Depositary Trust Company or any other person appointed by DTC.

€ and Euro means the lawful currency for the time being of the member states of the European Union that adopt the single currency in accordance with the treaty establishing the European Community.

€ Class A-2 Currency Swap means each swap transaction entered into pursuant to a € Class A-2 Currency Swap Agreement, the form of confirmation for which is substantially in the form set out in schedule 2 to the relevant € Class A-2 Currency Swap Agreement.

€ Class A-2 Currency Swap

Agreement

means each ISDA Master Agreement, the schedule to it, each confirmation issued under it, and any credit support annex in connection with it between the € Class A-2 Currency Swap Provider, the Issuer Trustee and the Trust Manager.

€ Class Currency Swap

Provider

means Citibank, N.A., Sydney Branch and any other person who subsequently enters into a € Class A-2 Currency Swap with the Issuer Trustee and the Trust Manager.

eCL means Siebel electronic Consumer Lending.

Eligible Bank means a bank that has a rating equivalent to or higher than:

(a) in the case of S&P, A-1+;

(b) in the case of Moody’s, P-1;

(c) in the case of Fitch, F1+; and

(d) an equivalent rating from another Current Rating Agency.

If the Notes in respect of the Trust are not rated, then Eligible Bank has the same meaning as Bank.

Encumbrance means any Security Interest, notice under section 218 or 255 of the Income Tax Assessment Act 1936 (Cwlth) or under section 74 of the Sales Tax Assessment Act 1992 (Cwlth) or under any similar provision of a State, Territory or Commonwealth law, profit a prendre, easement, restrictive covenant, equity interest,

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garnishee order, writ of execution, right of set-off, lease, licence to use or occupy, assignment of income or monetary claim, and any agreement to create any of them or allow them to exist in favour of any person other than the Security Trustee.

Enforcement Expenses means all expenses paid by or on behalf of the Servicer in connection with the enforcement of any Purchased Mortgage Loan.

ERISA means Employee Retirement Income Security Act of 1974, as amended.

Euroclear means Euroclear Clearance System Société Cooperative, a Belgian cooperative corporation.

Event of Default under the Deed of Charge means the occurrence of any of the following events in respect of the Trust:

(a) the Issuer Trustee fails to pay or repay any amount due under:

(i) any Class of Class A Notes or the Redraw Notes (for such times as a Class of Class A Notes or the Redraw Notes, as the case may be, are outstanding);

(ii) the Class B Notes (after all of the Class A Notes and the Redraw Notes have been repaid or redeemed in full); or

(iii) any Transaction Document,

within 10 Business Days of the due date for payment or repayment of such amount, other than in respect of the following (for such period as there are Secured Moneys payable in respect of the Class A Notes and the Class B Notes):

(iv) any payment of break costs due and payable from the Issuer Trustee to any Currency Swap Provider in relation to the relevant Currency Swap Agreement (unless the Issuer Trustee has sufficient funds to pay such break costs in accordance with the cashflow allocation methodology set out in the Supplemental Deed and the Issuer Trustee fails to pay such break costs);

(v) any payment of break costs due and payable from the Issuer Trustee to any Fixed Rate Swap Provider or Basis Swap Provider in relation to the relevant Fixed Rate Swap or Basis Swap (unless the Issuer Trustee has sufficient funds to pay such break costs in accordance with the

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cashflow allocation methodology set out in the Supplemental Deed and the Issuer Trustee fails to pay such break costs);

(b) the Issuer Trustee is (for any reason) not entitled fully to exercise its right of indemnity against the Assets of the Trust to satisfy any liability to a Secured Creditor and the circumstances are not rectified to the reasonable satisfaction of the Security Trustee within 14 days of the Security Trustee requiring the Issuer Trustee in writing to rectify them;

(c) the Issuer Trustee fails to perform or observe any other provision of a Transaction Document (other than the obligations referred to in this definition), where such failure will have a Material Adverse Effect and the failure is not remedied within 30 days after written notice from the Security Trustee requiring the Issuer Trustee to rectify them;

(d) an Insolvency Event occurs in respect of the Issuer Trustee (in its capacity as trustee of the Trust) and the Issuer Trustee is not replaced (by either the Trust Manager or a replacement trustee) in accordance with the Master Trust Deed within 30 days of such Insolvency Event;

(e) the Charge:

(i) is or becomes wholly or partly void, voidable or unenforceable; or

(ii) loses the priority which it has at or after the date of the deed of charge;

(f) all or any part of any Transaction Document, is terminated (other than the Basis Swap, the Fixed Rate Swap, or a Currency Swap, in respect of a termination because of an action of a taxing authority or change in tax law) or is or becomes void, illegal, invalid, unenforceable or of limited force and effect, or any party becomes entitled to terminate, rescind or avoid all or part of any Transaction Document (other than the Basis Swap, the Fixed Rate Swap, or a Currency Swap, in respect of a termination because of an action of a taxing authority or a change in tax law); or

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(g) except with the prior consent of the Security Trustee, that consent only to be given upon the instructions or the consent of the Voting Secured Creditors:

(i) the Trust is wound up, or the Issuer Trustee is required to wind up the Trust under the terms of the deed of charge, or applicable law, or the winding up of the Trust commences; or

(ii) the Trust is held or conceded by the Issuer Trustee not to have been constituted or to have been imperfectly constituted; or

(iii) the Issuer Trustee ceases to be authorised to hold the property of the Trust in its name and perform its obligations under the Transaction Documents.

Excess Available Income see “Description of Notes—Cashflow Allocation Methodology—Excess Available Income”.

Exchange Act means the Securities Exchange Act of 1934 of the United States of America.

Exchange Date means the date on which Book-entry Notes may be exchanged for Definitive Notes under the Note Trust Deed.

Expenses of the Trust means all costs, charges and expenses reasonably and properly incurred by the Security Trustee, the Issuer Trustee, the Note Trustee, the Agents or the Trust Manager in connection with the Trust and any other amounts for which the Security Trustee, the Issuer Trustee, the Note Trustee, the Agents and Trust Manager are entitled to be reimbursed or indemnified out of the Trust and which the Security Trustee and the Issuer Trustee is required to pay, including, without limitation, the expenses as described in clause 26.3 of the Master Trust Deed.

Extraordinary Resolution means:

(a) in relation to Voting Secured Creditors or a Class of Voting Secured Creditors, a resolution passed at a meeting of the Voting Secured Creditors or the Class of the Voting Secured Creditors held in accordance with the provisions of the Master Security Trust Deed by:

(i) a majority of not less than 75% of the votes of such Voting Secured Creditors or Class of Voting Secured Creditors capable of being cast on it; or

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(ii) a written resolution signed by all of such Voting Secured Creditors or Class of Voting Secured Creditors; and

(b) in relation to Noteholders of a Trust, a resolution passed at a meeting of the Noteholders held in accordance with the provisions of the Master Trust Deed and the Note Trust by:

(i) a majority of not less than 75% of the votes of such Noteholders capable of being cast on it; or

(ii) a written resolution signed by all of such Noteholders.

Final Maturity Date means the Payment Date occurring in October 2037.

Finance Charge Collections means any interest and other amounts in the nature of interest or income (including any previously capitalized interest) received in respect of any Purchased Mortgage Loan, or any similar amount deemed by the Servicer to be in the nature of income or interest, any Recoveries received in respect of a Purchased Mortgage Loan and any Non-Collection Fee to be received by the Issuer Trustee on the Business Day immediately preceding the next Payment Date, in each case received during the immediately preceding Collection Period.

Fixed Rate Swap means the ISDA Master Agreement, the schedule relating to it and each confirmation between the Fixed Rate Swap Provider, the Issuer Trustee and the Trust Manager, under which the Issuer Trustee pays to the Fixed Rate Swap Provider an amount in respect of Purchased Mortgage Loans that bear interest at a fixed-rate and under which the Fixed Rate Swap Provider pays to the Issuer Trustee an amount calculated by reference to the Bank Bill Rate.

Fixed Rate Swap Provider means National Australia Bank Limited, or such other person who may be appointed under the Supplemental Deed or the Fixed Rate Swap to act as the Fixed Rate Swap Provider.

FSMA means the Financial Services and Markets Act 2000 of the United Kingdom.

GE means General Electric Company.

Genworth means, GE Mortgage Insurance Company Pty Limited.

Governmental Agency means any government, whether federal, state, territorial or local, and any minister, department, office, commission, delegate, instrumentality, agency, board, authority or organ thereof, whether statutory or otherwise.

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GST means any goods and services tax, value added tax, retail turnover tax or similar tax payable, imposed, levied, collected, withheld or assessed by any Governmental Agency and includes any interest, expenses, fine, penalty or other charge payable or claimed in respect thereof.

Housing Loan means each housing loan sold, or to be sold (as the case may be) by the Seller in accordance with the Sale Agreement and the Offer to Sell.

Initial Invested Amount Each Class A-1 Note and Class A-2 Note on its issue will have an Initial Invested Amount as set out on the face of that Class A-1 Note or Class A-2 Note and will be issued at par value.

Each A$ Note on its issue will have an Initial Invested Amount of $500,000 and will be issued at par value.

Initial Purchasers means Deutsche Bank Securities Inc and Citigroup Global Markets Inc. and those persons appointed as Initial Purchasers from time to time under the Transaction Documents.

Insolvency Event means:

(a) in relation to the Issuer Trustee, in its personal capacity and as trustee of the Trust, the Trust Manager, the Servicer, the Seller, the Security Trustee, the Note Trustee, an Agent, a Debtor which is a body corporate or a Mortgage Insurer, the happening of any of the following events:

(i) an administrator of the relevant corporation is appointed;

(ii) except for the purpose of a solvent reconstruction or amalgamation, an application or an order is made, proceedings are commenced, a resolution is passed or proposed in a notice of proceedings or an application to a court or other steps, (other than frivolous or vexatious applications, proceedings, notices and steps), are taken for the winding up, dissolution or administration of the relevant corporation;

(iii) the relevant corporation enters into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them, except in the case of the Issuer Trustee where this occurs in relation to another trust of which it is the trustee;

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(iv) the relevant corporation ceases, suspends or threatens to cease or suspend the conduct of all or substantially all of its business or disposes of or threatens to dispose of substantially all of its assets;

(v) the relevant corporation is, or under applicable legislation is taken to be, unable to pay its debts, other than as the result of a failure to pay a debt or claim the subject of a good faith dispute, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts, except in the case of the Issuer Trustee where this occurs in relation to another trust of which it is the trustee;

(vi) a receiver, receiver and manager or administrator is appointed, by the relevant corporation or by any other person, to all or substantially all of the assets and undertaking of the relevant corporation or any part thereof, except in the case of the Issuer Trustee where this occurs in relation to another trust of which it is the trustee; or

(vii) anything analogous to any of the events specified above or having a substantially similar effect occurs in relation to the relevant corporation; and

(b) in respect of a Debtor which is not a body corporate, upon the happening of any of the following events:

(i) the death, mental incapacity or bankruptcy of the Debtor (including without limitation the occurrence of an “act of bankruptcy” (as defined in section 40 of the Bankruptcy Act 1966 (Cwth) with respect to the Debtor) or the appointment of a receiver, trustee or other official in respect of all or any part of the assets of the Debtor;

(ii) such Debtor has a security granted by them enforced against them;

(iii) the Debtor is otherwise unable to pay its debts when they fall due; or

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(iv) anything analogous to or having a substantially similar effect to the event referred to above happens under the law of any applicable jurisdiction.

Interest Amount means:

(a) the Class A-1 Interest Amount; or

(b) the Class A-2 Interest Amount,


Interest Period in respect of a Note, means (initially) the period from (and including) the Issue Date to (but excluding) the first Payment Date and thereafter each period from (and including) each Payment Date to (but excluding) the next following Payment Date. The final Interest Period is from (and including) the Payment Date immediately preceding the date on which interest ceases to accrue on the Note pursuant to the Class A Note Conditions, or the Supplemental Deed, as the case may be, to (but excluding) the date on which interest ceases to accrue on the Note pursuant to the Class A Note Conditions or the Supplemental Deed, as the case may be.

Interest Rate has the meaning (if any) given to it in the Conditions of the Notes issued in respect of the Trust or, in respect of Registered Notes, in the Supplemental Deed in respect of the Trust (as the case may be).

Invested Amount on any Determination Date:

(a) in respect of a Class A-1 Note and a Class A-2 Note means, on any Determination Date, the Initial Invested Amount of that Note less the aggregate of all amounts previously paid, and to be paid on the next Payment Date, in relation to that Note on account of principal pursuant to Condition 7.2(c) of the Class A Note Conditions;

(b) in respect of an A$ Note, means an amount equal to:

(i) the Initial Invested Amount of that A$ Note; less

(ii) the aggregate of all Principal Amounts which have been paid before that date in relation to that A$ Note; less

(iii) the Principal Amount to be paid on the next Payment Date in relation to that A$ Note.

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ISDA means the International Swaps and Derivatives Association, Inc.

ISDA Definitions means the 2000 Definitions of the International Swaps and Derivatives Association, Inc.

IRS means United States Internal Revenue Service.

Issue Date in respect of a Note, means the date of issue of the Note.

Issuer Trustee means Perpetual Trustee Company Limited (ABN 42 000 001 007) or any other person acting as the trustee of the Trusts, and includes the Trust Manager when acting as the trustee of the Trust.

Issuer Trustee Default means:

(a) an Insolvency Event has occurred and is continuing in relation to the Issuer Trustee;

(b) any action is taken or any event occurs in relation to the Issuer Trustee in its personal capacity which causes an Adverse Rating Effect;

(c) the Issuer Trustee, or any employee, delegate, agent or officer of the Issuer Trustee (for whom the Issuer Trustee is responsible under a Transaction Document or otherwise), breaches any obligation or duty imposed on the Issuer Trustee under any Transaction Document in relation to the Trust where the Trust Manager reasonably believes it may have an Adverse Effect and the Issuer Trustee fails or neglects after 30 days’ notice from the Trust Manager to remedy that breach;

(d) the Issuer Trustee merges or consolidates with another entity without obtaining the consent of the Trust Manager and ensuring that the resulting merged or consolidated entity assumes the Issuer Trustee’s obligations under the Transaction Documents; or

(e) there is a change in effective control of the Issuer Trustee from that existing on the date of the Master Trust Deed unless approved by the Trust Manager.

Joint Managers has the meaning given to that term in the offering circular for the Class A-2 Notes.

Junior Noteholder means the Class B Noteholders.

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Land means:

(a) land located in any state or territory of the Commonwealth of Australia (including tenements and hereditaments corporeal and incorporeal and every estate and interest in it whether vested or contingent, freehold or Crown leasehold, and whether at law or in equity) wherever situated and including any fixtures to land; and

(b) any parcel and any lot, common property and land comprising a parcel within the meaning of the Strata Titles Act 1973 (New South Wales) or the Community Land Development Act, 1989 (New South Wales) or any equivalent legislation in any other Australian jurisdiction.

Lenders’ Mortgage

Insurance

means insurance in favour of the Seller in respect of a Housing Loan provided by either Genworth Financial Mortgage Insurance Pty Limited and PMI Mortgage Insurance Ltd or another Mortgage Insurer to protect the Seller against any shortfall between the net sale proceeds of any Land the subject of a Mortgage and the total amount owing by the relevant Debtor or Debtors to the Seller under the Housing Loan.

LIBOR 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 determined by the Calculation Agent) at approximately 11:00 a.m. London time, on the Rate Set Date to prime banks in the London interbank market for a period of three months commencing on the first day of the Interest Period and in a Representative Amount (as defined in the ISDA Definitions).

Liquidity Drawing means the amount drawn under the Liquidity Facility on any Payment Date.

Liquidity Facility means the facility provided under the Liquidity Facility Agreement.

Liquidity Facility

Agreement

means the document entitled “National RMBS Trust 2006-3 Liquidity Facility Agreement” dated on or around October 27, 2006 between the Issuer Trustee, the Trust Manager and the Liquidity Facility Provider.

Liquidity Facility Provider means National Australia Bank Limited or such person appointed from time to time as the Liquidity Facility Provider under the Transaction Documents.

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Liquidity Shortfall means, on a Determination Date, the amount (if any) by which the Payment Shortfall on that Determination Date exceeds the Principal Draw which is allocated on that Determination Date for application towards the Payment Shortfall as described in “Description of the Notes—Cashflow Allocation Methodology”.

Loan Agreement means, in relation to a Housing Loan, such of the following as evidence the obligation of an Debtor to repay that Housing Loan and the other terms of that Housing Loan:

(a) the relevant Mortgage, the relevant letter of offer or both countersigned or accepted in writing by the Debtor; or

(b) any other agreement,

as such may be amended or replaced from time to time.

LTV means loan-to-value ratio and in respect to a Housing Loan is expressed as a percentage and calculated by dividing the Outstanding Principal Balance of the Housing Loan as at the date of the Offer to Sell by the value of the Land secured by the Mortgage as set out in any valuation report obtained prior to the date of the Offer to Sell in respect of the Housing Loan or, in the absence of a valuation report, as determined by the Seller in accordance with its credit policies.

Luxembourg Listing Agent means Deutsche Bank Luxembourg S.A. or the person appointed from time to time under the Transaction Documents.

Luxembourg Paying Agent means Deutsche Bank Luxembourg S.A. or the person appointed from time to time under the Transaction Documents.

Margin in relation to:

(a) a Class A-1 Note means, subject to the following:


(ii) for the period from, and including, the Call Option Date to, but excluding, the date on which that Class A-1 Note ceases to accrue interest in accordance with the provisions described in the Note Trust Deed, 0.14% per annum; and

(b) a Class A-2 Note means, subject to the following:

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(ii) for the period from, and including, the Call Option Date to, but excluding, the date on which that Class A-2 Note ceases to accrue interest in accordance with Condition 6.1 of the Class A Note Conditions, 0.18% per annum.

Master Security Trust Deed means the deed entitled “National RMBS Trusts Master Security Trust Deed” dated January 3, 2001 (as amended by a global amending deed dated September 28, 2004 between the parties specified in schedule 1 to that deed) and made between the Issuer Trustee, the Security Trustee, the Trust Manager and another.

Master Trust Deed means the deed entitled “National RMBS Trusts Master Trust Deed” dated January 3, 2001 (as amended by a global amending deed dated September 28, 2004 between the parties specified in schedule 1 to that deed) and made between the Issuer Trustee and the Trust Manager.

Material Adverse Effect means:

(a) in respect of a party, a material adverse effect on the ability of the relevant party to meet its obligations under any Transaction Document; or

(b) an event which will materially and adversely effect the enforceability or recoverability of more than 5% (by number) of the Housing Loans.

Monetary Rights means, with respect to any Housing Loan, all moneys, present and future, actual or contingent, owing at any time in respect of or in connection with such Housing Loans, including all principal, interest, reimbursable costs and expenses and any other amounts incurred by or payable to the Seller including any payments made by the Seller on behalf of the Debtor in relation to the Housing Loans, irrespective of whether:

(a) such amounts become due and payable before or after the date of assignment for such Housing Loans; and

(b) such amounts relate to advances made or other financial accommodation provided by the Seller to the Debtor before or after the date of assignment for such Housing Loans.

Moody’s means Moody’s Investors Service, Inc.

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Mortgage in relation to a Housing Loan, means each registered mortgage over Land situated in the Commonwealth of Australia, as securing, amongst other things, the repayment of the Housing Loan and the payment of interest and all other moneys in respect of the Housing Loan, notwithstanding that by its terms the mortgage may secure other liabilities to the Seller.

Mortgage Insurance

Interest Proceeds

means, in respect of a Purchased Mortgage Loan, the amount received by or on behalf of the Issuer Trustee under a Mortgage Insurance Policy and which is determined by the Trust Manager not to be in the nature of principal.

Mortgage Insurance Policy includes, for the purposes of the Definitions Schedule, the Pool Insurance Policy.

Mortgage Insurer means each of:

(a) Genworth Financial Mortgage Insurance Pty Ltd (ABN 60 106 974 305); and

(b) PMI Mortgage Insurance Ltd (ABN 70 000 511 071).

Mortgage Loan means the entire right, title and interest of the Seller in, to and under the Housing Loans, Mortgages and Collateral Securities including, without limitation:

(a) all moneys, present and future, actual or contingent, owing at any time in respect of or in connection with such Housing Loan (including, without limitation, the Monetary Rights in respect of, or in connection with, such Housing Loans) under or in connection with the relevant Mortgage Title Documents;

(b) the right to payment of all principal, interest and other moneys due, owing or payable by any Debtor;

(c) the benefit of any warranties, undertakings or other obligations of any Debtor; and

(d) the right to take any action permitted by the terms of the Housing Loans, Mortgages and Collateral Securities.

Mortgage Title Documents means with respect to any Housing Loan:

(a) the certificate or other indicia of title (if any) in respect of the Land the subject of the Mortgage in relation to the Housing Loan;

(b) the original or duplicate Mortgage documents in relation to the Housing Loan;

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(c) the original or duplicate of the Collateral Securities documents in relation to the Housing Loan;

(d) any policy of Lender’s Mortgage Insurance and Property Insurance (or certificate of currency for the policy of Lender’s Mortgage Insurance and Property Insurance) held by the Seller in respect of the Mortgage or the Collateral Securities in relation to the Housing Loan;

(e) any valuation report obtained in connection with the Mortgage or the Collateral Securities in relation to the Housing Loan;

(f) any agreement of priority or its equivalent in writing entered into in connection with the Mortgage or the Collateral Securities in relation to the Housing Loan;

(g) the Loan Agreement (if other than a Mortgage) relating to the Housing Loan; and

(h) all other documents required to evidence, in respect of a Sale Agreement, the Seller’s interest in the above Land, the above Housing Loan, the above Mortgage or the above Collateral Securities,

and, for the avoidance of doubt, “Mortgage Title Documents” includes any amendment or replacement of such documents and any such document which is entered into, and under which rights arise, after any sale of the relevant Housing Loan by the Seller to the Issuer Trustee.

NAB means, National Australia Bank Limited (ABN 12 004 044 937).

Non-Collection Fee means, in respect of a Collection Period, an amount equal to the aggregate amount of the Prepayment Costs that the Servicer is or was entitled to charge in respect of Purchased Mortgage Loans for the Collection Period but has not charged.

Note means each of the Class A Notes, the Class B Notes and the Redraw Notes.

Note Purchase Agreement means in respect of the Class A-1 Notes, the agreement entitled “Note Purchase Agreement” between the Issuer Trustee, the Trust Manager, the Seller and the parties named in it in relation to the Class A-1 Notes.

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Note Registrar means Citibank, N.A., London Branch or the person appointed from time to time as Note Registrar under the Transaction Documents.

Note Trust Deed means, the deed entitled “Note Trust Deed” entered into on or about 27 October 2006 between the Issuer Trustee, Trust Manager and Note Trustee.

Note Trustee means the Citicorp Trustee Company Limited, or the person appointed from time to time under the Transaction Documents.

Noteholder means in respect of a Note, the person for the time being registered on the Register as the holder of the Note.

Notice of Creation of Trust means the document entitled “Notice of Creation of Trust” dated October 4th, 2006 between the Issuer Trustee and the Trust Manager.

Notice of Creation of

Security Trust

means the document entitled “Notice of Creation of Security Trust” dated October 4th, 2006 between the Security Trustee and the Trust Manager.

Offer to Sell means the offer entitled “National RMBS Trust 2006-3 Offer to Sell” by the Seller in favour of the Issuer Trustee in respect of Mortgage Loans, dated on or about the date of the Sale Agreement, and which is only capable of acceptance by the payment of a purchase price.

Offshore Note means the Class A-1 Notes and the Class A-2 Notes.

Offshore Noteholders means the Class A-1 Noteholders and the Class A-2 Noteholders.

OID means original issue discount.

Other Income means, on a Determination Date (and without double counting any amounts included in Other Income on a preceding Determination Date) any interest received on Authorised Investments during the immediately preceding Collection Period and any other miscellaneous income received or expected to be received by the Issuer Trustee on or before the immediately following Payment Date.

Other Secured Liability means, in respect of a Mortgage or Collateral Security, any financial accommodation (other than the Housing Loan or Housing Loans to which that Mortgage or Collateral Security relates) provided by the Seller, the payment or repayment of which is secured by a Mortgage, Collateral Security or an Encumbrance which is assigned to the Trust.

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Outstanding Principal

Balance

means, in relation to a Housing Loan, the outstanding principal balance including any interest or other charges which are unpaid and have been capitalised to the Debtor’s account.

Paying Agent means both the:

(a) Principal Paying Agent; and

(b) Luxembourg Paying Agent.

Payment Date means the 20th day of each of January, April, July and October or, if the 20th day is not a Business Day, then the next Business Day unless that Business Day falls in the next calendar month, in which case the Payment Date will be the immediately preceding Business Day. The first Payment Date will be January 22, 2007.

Payment Modification means, in respect of the Trust, any alteration, addition or revocation of any provision of a Transaction Document for the Trust or the Notes (including the Conditions, as applicable) of the Trust which affects:

(a) the amount, timing, place, currency or manner of payment of principal or interest in respect of the Notes including, without limitation, any modification to the Stated Amount, Invested Amount, interest rate or maturity date of the Notes, any relevant Conditions or any provisions which specify the order of application of the cashflows of the Trust (whether before or after the occurrence of an Event of Default) or which would impair the rights of Noteholders to institute suit for enforcement of such payment on or after the due date for such payment;

(b) the definition of “Extraordinary Resolution” (insofar as it relates to any Notes or any Class of Notes), any provision of a Transaction Document which is specified in the Conditions for the relevant Class of Notes or the circumstances in which the consent or direction of an Extraordinary Resolution of a Class of Noteholders is required;

(c) the provisions of the Supplemental Deed for the Trust that specify the order in which the proceeds of enforcement of the Deed of Charge in respect of the Trust are to be applied; and

(d) the requirements for altering, adding to or revoking any provision of the Note Trust Deed or the Notes (including the Conditions) for the Trust.

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Payment Shortfall means, on a Determination Date, the amount by which the Available Income is insufficient to meet the Required Payments as calculated on that Determination Date.

Pool Insurance Policy means the policy of insurance to be issued to the Issuer Trustee and the Seller by PMI Mortgage Insurance Ltd (ABN 70 000 511 071) in respect of Purchased Mortgage Loans which are not subject to Lender’s Mortgage Insurance. The Pool Insurance Policy comprises a Mortgage Insurance Policy for the purposes of the Definitions Schedule in respect of the Trust.

Prepayment Benefits mean those amounts which are credited to a Debtor’s account during a Collection Period in accordance with the relevant Loan Agreement as a result of the Debtor prepaying any amount in respect of a fixed interest rate loan.

Prepayment Costs mean those amounts which are debited to a Debtor’s account during a Collection Period in accordance with the relevant Loan Agreement as a result of the Debtor prepaying any amount in respect of a Fixed Interest Rate Loan.

Principal Amount means, in respect of any Note and any Payment Date, any amount of principal which is payable in respect of such Note on such Payment Date.

Principal Charge-Offs see “Description of the Notes—Cashflow Allocation Methodology—Principal Charge-Offs”.

Principal Collections see “Description of the Notes—Cashflow Allocation Methodology”.

Principal Draw means a principal draw by the Issuer Trustee (at the direction of the Trust Manager) on the Payment Date immediately following a Determination Date to apply towards a Payment Shortfall, being equal to the lesser of:

(a) the Payment Shortfall; and

(b) the amount of Principal Collections available for application for that purpose on the following Payment Date.

Principal Paying Agent means Citibank, N.A., London Branch or the person appointed from time to time under the Transaction Documents.

Prospectus Directive means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003.

Purchase Price has the meaning given to it in the Offer to Sell.

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Purchased Mortgage Loan means a Mortgage Loan which is purchased by the Issuer Trustee in respect of the Trust from time to time. For the avoidance of doubt, a Purchased Mortgage Loan does not include any Other Secured Liability.

QIB means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

Qualifying Debtor means a Debtor which:

(a) is not a Debtor in respect of a Defaulted Housing Loan; and

(b) is not dead, bankrupt, insane or the subject of an Insolvency Event,

and any other person which, notwithstanding this definition, the Trust Manager approves and notifies in writing to the Seller and the Trustee as being a “Qualifying Debtor”.

Qualifying Mortgage Loan means a Mortgage Loan which satisfies the eligibility criteria set out in the Annexure to the Sale Agreement.

Rate Page means:

(a) in respect of the US$ Notes, Telerate Page 3750 or, if Telerate Page 3750 ceased to quote the relevant rate, such other page, section or part of Telerate as quotes the relevant rate and is selected by the Calculation Agent or, if there is no such page, section or part of such other page, section or part of a different screen information service as quotes the relevant rate selected by the Calculation Agent and approved by the Note Trustee; or

(b) in respect of the A-2 Notes, Telerate Page 248 or, if Telerate Page 248 ceased to quote the relevant rate, such other page, section or part of Telerate as quotes the relevant rate and is selected by the Calculation Agent or, if there is no such page, section or part of such other page, section or part of a different screen information service as quotes the relevant rate selected by the Calculation Agent and approved by the Note Trustee.

Rate Set Date means the second Banking Day before the beginning of the Interest Period.

Rating Agency means, in relation to Notes, such internationally recognised rating agencies which have been requested by the Trust Manager to rate the relevant Notes and which have been advised by the Trust Manager to the Issuer Trustee and the Security Trustee.

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Receiver means a person or persons appointed under or by virtue of the Master Security Trust Deed and the Deed of Charge for a Trust as receiver or receiver and manager.

Recoveries means amounts received from or on behalf of Debtors or under any Mortgage or any Collateral Security in respect of Purchased Mortgage Loans that were previously the subject of a loss as described in the definition of Principal Charge-Offs.

Redraw means the Seller’s re-advance to a Debtor of repayments of principal made by that Debtor on its Housing Loan in accordance with the terms of the relevant Loan Agreement.

Redraw Mortgage Loan means a variable-rate Mortgage Loans which provides the borrower with the ability to draw additional amounts under the Mortgage Loan provided certain criteria are met.

Redraw Note means a Note issued on the terms and conditions contained in the Supplemental Deed.

Redraw Noteholder means each person who is from time to time entered in the Register as the holder of a Redraw Note.

Redraw Note Principal means, in relation to a Payment Date, the amount allocated on that Payment Date from Principal Collections to the Redraw Note Principal as described in “Description of the Notes—Cashflow Allocation Methodology”.

Reference Banks means:

(a) in relation to the Class A-1 Notes, four major banks in the London interbank market; or

(b) in relation to the Class A-2 Notes, four major banks in the Euro-zone interbank market;

as determined by the Calculation Agent.

Reference Rate means a rate designed to produce Scheduled Payments that reflect the borrower’s preference and capacity to pay the loan.

Register means in respect of Registered Notes issued in respect of the Trust, the register of Registered Noteholders maintained by the Issuer Trustee in accordance with the Master Trust Deed and the Supplemental Deed.

Registered Noteholder means the holder of a Registered Note.

Registered Notes means Notes, the details of which are entered in the Register.

Regulation S means Regulation S under the Securities Act.

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Related Entity of an entity means another entity which is related to the first within the meaning of section 9 of the Corporations Act or is in any economic entity (as defined in any approved accounting standard) which contains the first.

Relevant Jurisdiction means the Commonwealth of Australia or any other jurisdiction to which the Issuer Trustee becomes subject.

Reporting Statement means the statement to be provided by the Trust Manager on or about each Determination Date in respect of the immediately preceding Collection Period, in such form and content as may be agreed between the Trust Manager, the Issuer Trustee and each Current Rating Agency from time to time, setting out such details (if any) as are specified in the Supplemental Deed.

Repurchase Price means, in relation to a Housing Loan, the then current fair market value of such Housing Loan (taking into account applicable insurance proceeds and other available resources).

Required Credit Rating means in respect of:

(a) S&P, either a short term rating of A-1+ or a long term rating of AA (as the case may be) or such other rating agreed between the Trust Manager and S&P and notified to the Issuer Trustee;

(b) Moody’s, P-1 or such other rating agreed between the Trust Manager and Moody’s and notified to the Issuer Trustee; and

(c) any other Current Rating Agency, a rating acceptable to that Current Rating Agency.

Required Payments means the aggregate of the priority payments in paragraphs (a) to (h) described in “Description of the Notes—Cashflow Allocation Methodology—Application of Total Available Income (prior to an Event of Default)” calculated by the Trust Manager on each Determination Date.

Residual Capital Unitholder means, the residual capital beneficiary or residual capital beneficiaries of the Trust.

Residual Income Unit means, the unit or units identified as such in the Supplemental Deed.

Residual Income Unitholder means the residual income beneficiary or residual income beneficiaries of the Trust.

Retail Channel means the origination of a loan by the Seller through its retail network.

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Rule 144A means Rule 144A of the Securities Act.

Sale Agreement means the agreement entitled “National RMBS Trust 2006-3 Sale Agreement” dated October 27, 2006 between the Seller and the Issuer Trustee.

SEC means Securities and Exchange Commission.

Secured Creditors means

(a) the Note Trustee (in its personal capacity and as trustee of the Note Trust) on behalf of each Class A-1 Noteholder and each Class A-2 Noteholder;

(b) each Class A-1 Noteholder;

(c) each Class A-2 Noteholder;

(d) each Class B Noteholder;

(e) each Redraw Noteholder;

(f) each Paying Agent;

(g) the Calculation Agent;

(h) each Counterparty;

(i) the Liquidity Facility Provider;

(j) the Servicer;

(k) the Seller;

(l) the Trust Manager;

(m) the Issuer Trustee;

(n) the Security Trustee; and

(o) each Support Facility Provider (to the extent not included in the above paragraphs).

Secured Money means all amounts which at any time for any reason or circumstance in connection with any Transaction Document that relates to, or applies to, the Trust or the Deed of Charge or any transactions contemplated by any of them (insofar as such transactions relate to, or apply to, the Trust), whatsoever whether at law, in equity, under statute or otherwise:

(a) are payable, are owing but not currently payable, are contingently owing, or remain unpaid by the Issuer Trustee to the Security Trustee on its own account or for the account of the Secured Creditors or to any Secured Creditor or to any Receiver;

(b) have been advanced or paid by the Security Trustee on its own account or for the account of the Secured Creditors or by any Secured

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Creditor:

(i) at the express request of the Issuer Trustee; and

(ii) on behalf of the Issuer Trustee;

(c) which the Security Trustee on its own account or for the account of the Secured Creditors or any Secured Creditor is liable to pay by reason of any act or omission of the Issuer Trustee or has paid or advanced in the protection or maintenance of the Secured Property or the security interest created by the Deed of Charge following an act or omission by the Issuer Trustee; or

(d) are reasonably foreseeable as likely, after that time, to fall within any of paragraphs (a), (b) or (c) above.

This definition applies:

(i) irrespective of the capacity in which the Issuer Trustee, the Security Trustee or any Secured Creditor became entitled or is liable in respect of the amount concerned;

(ii) whether the Issuer Trustee, the Security Trustee or any Secured Creditor is liable as principal debtor or surety or otherwise;

(iii) whether the Issuer Trustee is liable alone or jointly, or jointly and severally with another person;

(iv) whether the Security Trustee or any Secured Creditor is the original obligee or an assignee or a transferee of the Secured Money and whether or not:

(A) the assignment or transfer took place before or after the delivery of the Deed of Charge; or

(B) the Issuer Trustee consented to or was aware of the assignment or transfer; or

(C) the assigned or transferred obligation was secured; or

(v) whether the Security Trustee or any Secured Creditor is the original Security Trustee or an original Secured Creditor or an assignee or a transferee of the original Security Trustee or an original Secured

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Creditor, and whether or not the Issuer Trustee consented to or was aware of the assignment or transfer.

Secured Property means all the Assets of the Trust (excluding any Excluded Property) which the Issuer Trustee acquires or to which the Issuer Trustee becomes entitled after the date of the Deed of Charge.

Securities Act means the Securities Act of 1933 (US).

Security Interest means any bill of sale (as defined in any statute), mortgage, charge, lien, pledge, hypothecation, title retention arrangement, trust or power, as or in effect as security for the payment of a monetary obligation or the observance of any other obligation.

Security Trust means the interest (including without limitation by way of trust and charge) created by the Deed of Charge for the Trust, in accordance with the terms of the Master Security Trust Deed.

Security Trust Fund means the amount held by the Security Trustee under clause 2.1 of the Master Security Trust Deed in respect of the Security Trust together with any other property and benefits which the Security Trustee receives, has vested in it or otherwise acquires to hold on the terms of the Master Security Trust Deed including, without limitation, all the right, title and interest of the Security Trustee in connection with the Deed of Charge and any property which represents the proceeds of sale of any such property or proceeds of enforcement of the Deed of Charge in respect of the Security Trust.

Security Trustee means P.T. Limited (ABN 67 004 454 666) or any other person acting as security trustee under the Master Security Trust Deed (but does not include the Trust Manager unless the Trust Manager has been actually appointed as Security Trustee under the Deed of Charge).

Seller means National Australia Bank Limited or any other person acting as the Seller under the Transaction Documents.

Seller Trust means the trust in favour of the Seller constituted under the Supplemental Deed.

Senior Note means the Class A Notes and the Redraw Notes.

Senior Noteholder means the Class A Noteholders and the Redraw Noteholders.

Servicer means National Australia Bank Limited or any other person acting as the Servicer under the Transaction Documents.

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Servicer Termination Event means an event which occurs in respect of the Trust if:

(a) the Servicer fails to remit, or pay, any amount due by it in respect of the Trust in accordance with the Transaction Documents for that Trust within 10 Business Days of receipt of a notice from either the Issuer Trustee or the Trust Manager to do so, except where that amount is subject to a good faith dispute between the Servicer, the Issuer Trustee or the Trust Manager;

(b) an Insolvency Event occurs in respect of the Servicer;

(c) the Servicer fails to observe or perform any term, covenant, condition or obligation imposed on it under the Transaction Documents in respect of the Trust (other than those referred to above), where such failure has had, or if continued, will have an Adverse Effect in respect of the Trust and continues unremedied for a period of 30 days after a notice is delivered to the Servicer by the Issuer Trustee or the Trust Manager (or such longer period as may be agreed between the Servicer and the Issuer Trustee);

(d) any representation, warranty or certification made by the Servicer is incorrect when made and is not waived by the Issuer Trustee or remedied to the Issuer Trustee’s reasonable satisfaction within 90 days after notice from the Issuer Trustee and the Issuer Trustee determines that breach would have an Adverse Effect in respect of the Trust; and

(e) it becomes unlawful for the Servicer to perform the services under the Servicing Agreement in respect of the Trust.

Servicing Agreement means the agreement entitled “National RMBS Trusts Servicing Agreement” dated January 24, 2001 (as amended by a global amending deed dated September 28, 2004 between the parties specified in schedule 1 to that deed) and made between the Trust Manager, the Issuer Trustee and the Servicer.

Servicing Procedure means the operational and servicing procedures and policies adopted by the Servicer in accordance with its credit and risk policy (as amended from time to time).

S&P means Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc.

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Stated Amount (a) has, in relation to an Offshore Note:

(i) the Initial Invested Amount of that Offshore Note; less

(ii) the aggregate of all amounts previously paid in relation to that Offshore Note on account of principal pursuant to Condition 7.2(c) of the Class A Note Conditions; less

(iii) the amount to be paid in relation to that Offshore Note on account of principal on the next Payment Date pursuant to Condition 7.2(c) of the Class A Note Conditions; less

(iv) the amount of any Principal Charge-off to be allocated to that Offshore Note on that Determination Date which will not be reimbursed on the immediately following Payment Date in accordance with the Supplemental Deed; less

(v) (without double counting any Principal Charge-Offs) any Carryover Principal Charge-Offs in respect of that Offshore Note which have not been reimbursed on or before the immediately following Payment Date in accordance with the Supplemental Deed; and

(b) means, in relation to an A$ Note on any Determination Date, an amount equal to:

(i) the Invested Amount of that A$ Note on that Determination Date; less

(ii) the amount of any Principal Charge-Offs to be allocated to that A$ Note under clause 14.9(a) of the Supplemental Deed on that Determination Date which will not be reimbursed on the immediately following Payment Date under clause 14.9(a) of the Supplemental Deed (in the case of a Redraw Note)or clause 14.9(c) of the Supplemental Deed (in the case of a Class B Note); less

(iii) (without double counting any Principal Charge-Offs) any Carryover Principal Charge-Offs in respect of that A$ Note which have not been reimbursed on or before the immediately following

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Payment Date under clause 14.9(b) of the Supplemental Deed (in the case of a Redraw Note)or clause 14.9(c) (in the case of a Class B Note).

Subscription Agreement means in respect of the Class A-2 Notes, the agreement entitled “Subscription Agreement” between the Issuer Trustee, the Trust Manager, the Seller and the parties named in it relation to the Class A-2 Notes.

Supplemental Deed means the deed entitled “National RMBS Trust 2006-3 Supplemental Deed dated on or around October 27, 2006” between the Issuer Trustee, the Trust Manager, the Seller, the Servicer and the Security Trustee.

Support Facilities includes, in addition to those items set out in the Definitions Schedule:

(a) the Basis Swap;

(b) the Fixed Rate Swap; and

(c) each Currency Swap.

Support Facility Provider means a person who provides a Support Facility.

Swap Provider means the provider of a Basis Swap, Fixed Rate Swap or a Currency Swap.

Tax includes any tax, levy, charge, impost, fee, deduction, stamp duty, financial institutions duty, bank account debit tax, GST or other tax or withholding of any nature, now or hereafter payable, imposed, levied, collected, withheld or assessed by any Governmental Agency and includes any interest, expenses, fine, penalty or other charge payable or claimed in respect thereof but does not include any tax on overall net income of the Issuer Trustee (other than in respect of the Trust) and Taxes and Taxation shall be construed accordingly.

Tax Account means an account with an Eligible Bank established and maintained in the name of the Issuer Trustee and in accordance with the terms of the Master Trust Deed, which is to be opened by the Issuer Trustee when directed to do so by the Trust Manager in writing.

Tax Amount means, in respect of a Payment Date, the amount (if any) of Tax that the Trust Manager reasonably determines will be payable in the future by the Issuer Trustee in respect of the Trust and which accrued during the immediately preceding Collection Period.

Tax Shortfall means, in respect of a Payment Date, the amount (if any) determined by the Trust Manager to be the shortfall between the aggregate Tax Amounts determined by the Trust Manager in respect of previous

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Payment Dates and the amounts set aside as described in the “Description of the Notes—Cashflow Allocation Methodology” on previous Payment Dates.

Termination Date means, in respect of a Trust, the date determined under clause 3.2 of the Master Trust Deed as the termination date for that Trust.

Third Party Channel means the origination of a loan by the Seller through approved mortgage brokers and financial planners.

Title Perfection Event means in respect of the Trust:

(a) the Seller ceases to have a long term rating of at least “BBB” in the case of S&P and at least “Baa2” in the case of Moody’s;

(b) the occurrence of an Insolvency Event in respect of the Seller;

(c) the Seller or the Servicer fail to pay Collections in respect of that Trust to the Issuer Trustee or as the Issuer Trustee directs within three (3) Business Days of the due date for payment;

(d) if the Seller is also the Servicer in respect of the Trust, a Servicer Termination Event occurs in respect of the Trust;

(e) if the Seller is a Counterparty under the Basis Swap and/or the Fixed Rate Swap in respect of the Trust, the Seller fails to make any payment due under the Basis Swap or Fixed Rate Swap and such failure:

(i) has or will have, as reasonably determined by the Issuer Trustee, a Material Adverse Effect; and

(ii) is not remedied by the Seller within twenty (20) Business Days of notice thereof being delivered to the Seller by the Trust Manager or the Issuer Trustee;

(f) a representation, warranty or statement by or on behalf of the Seller in a Transaction Document in respect of that Trust or a document provided under or in connection with such Transaction Document is not true or is misleading when repeated and such false or misleading representation, warranty or statement:

(i) has or will have, as reasonably determined by the Issuer Trustee, a Material Adverse Effect; and

(ii) is not remedied by the Seller within twenty (20) Business Days (or such

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longer period as the Issuer Trustee may agree to) of notice thereof being delivered to the Seller by the Trust Manager or the Issuer Trustee;

(g) where the Seller is also acting as the Servicer, and in that capacity, has custody of the Mortgage Title Documents in accordance with the Servicing Agreement, the occurrence of an event referred to in clause 4.8 of the Servicing Agreement; or

(h) any other event specified in the Sale Agreement in respect of the Trust as a Title Perfection Event.

Total Available Income see “Description of the Notes—Cashflow Allocation Methodology—Determination of Total Available Income”.

Total Break Amount in respect of a Payment Date means the sum of each Break Amount calculated in respect of the Prepayment Dates occurring during the Collection Period ending immediately before that Payment Date.

Total Invested Amount means, on any Determination Date, the aggregate A$ Equivalent of the Invested Amount of the relevant Notes on that Determination Date.

Transaction Documents means in respect of the Trust:

(a) the Master Trust Deed (insofar as it applies to the Trust);

(b) the Definitions Schedule (insofar as it applies to the Trust);

(c) the Notice of Creation of Trust in respect of the Trust;

(d) the Notice of Creation of Security Trust in respect of the Security Trust;

(e) the Supplemental Deed;

(f) the Servicing Agreement (insofar as it applies to the Trust);

(g) the Master Security Trust Deed (insofar as it applies to the Trust);

(h) the Deed of Charge;

(i) each Support Facility;

(j) the Note Trust Deed;

(k) the Agency Agreement;

(l) the Delegation Deed;

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(m) the Sale Agreement;

(n) the Offer to Sell;

(o) each Note;

(p) the Note Purchase Agreement;

(q) the Subscription Agreement;

(r) the Dealer Agreement; and

(s) such other documents as may be agreed from time to time between the Issuer Trustee and the Trust Manager.

Trust means the National RMBS Trust 2006-3.

Trust Manager means National Global MBS Manager Pty Ltd or such person who is appointed from time to time as Trust Manager pursuant to the Transaction Documents.

Trust Manager’s Default means:

(a) the Trust Manager fails:

(i) to make any payment required by it;

(ii) to provide the Reporting Statement to the Issuer Trustee within the time period specified in a Transaction Document;

(iii) to allocate amounts received in respect of the Housing Loans to the appropriate Collections Account; or

(iv) to direct the Issuer Trustee to pay the amounts payable to the Secured Creditors of the Trust within the time period specified in a Transaction Document,

and in each case that failure is not remedied within 10 Business Days of receipt from the Issuer Trustee of notice of that failure;

(b) an Insolvency Event has occurred and is continuing in relation to the Trust Manager;

(c) the Trust Manager breaches any obligation or duty imposed on the Trust Manager under the Master Trust Deed, any other Transaction Document or any other deed, agreement or arrangement entered into by the Trust Manager under the Master Trust Deed in relation to the Trust, the Issuer Trustee reasonably believes that such breach has an Adverse Effect and the breach is not remedied within 30 days’ notice being given by the Issuer Trustee to the Trust Manager, except in the case of reliance by the Trust Manager on the information provided by,

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or action taken by, the Servicer, or if the Trust Manager has not received information from the Servicer which the Trust Manager requires to comply with the obligation or duty; or

(d) a representation, warranty or statement by or on behalf of the Trust Manager in a Transaction Document or a document provided under or in connection with a Transaction Document is not true in a material respect or is misleading when repeated and is not remedied to the Issuer Trustee’s reasonable satisfaction within 90 days after notice from the Issuer Trustee where, as determined by the Issuer Trustee, it has an Adverse Effect.

Unitholder means, in respect of the Trust, either a Residual Capital Unitholder or a Residual Income Unitholder.

U.S. means the United States of America.

US Depository means the depository for DTC.

US$ or US Dollars means the lawful currency of the United States of America.

US$ Note means Class A-1 Notes.

US$ Noteholder means in respect of a Class A-1 Note or US$ Note, the person for the time being registered on the Register as the holder of the Note.

US$ Class A-1 Currency

Swap

means each swap transaction entered into pursuant to a US$ Class A-1 Currency Swap Agreement, the form of confirmation for which is substantially in the form set out in schedule 1 to the relevant US$ Class A-1 Currency Swap Agreement.


Swap Agreement

means each ISDA Master Agreement, the schedule to it, each confirmation issued under it, and any credit support annex into in connection with it between the US$ Class A-1 Currency Swap Provider, the Issuer Trustee and the Trust Manager.


Swap Provider

means Barclays Bank PLC and any other person who subsequently enters into a US$ Class A-1 Currency Swap with the Issuer Trustee and the Trust Manager.

USD-LIBOR-BBA see “Description of the Notes—Interest on the Notes”.

USD-LIBOR-Reference

Banks

see “Description of the Notes—Interest on the Notes”.

Voting Secured Creditor means, in respect of the Trust:

(a) for so long as the Secured Moneys of the Noteholders are 75% or more of the then total Secured Moneys:

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(i) if any Senior Notes remain outstanding, the Note Trustee (or, if the Note Trustee has become bound to notify, or seek directions from, the related Senior Noteholders or to take steps and/or to proceed under the Note Trust Deed and fails to do so as and when required by that Note Trust Deed and such failure is continuing, the related Senior Noteholders); or

(ii) if no Senior Note then remains outstanding, the Junior Noteholders; and

(b) otherwise:

(i) if any Senior Note remains outstanding, the Note Trustee (or, if the Note Trustee has become bound to notify, or seek directions from, the related Senior Noteholders or to take steps and/or to proceed under the Note Trust Deed and fails to do so as and when required by that Note Trust Deed and such failure is continuing, the related Senior Noteholders); and

(ii) each other then Secured Creditor (other than the Note Trustee and the Senior Noteholders).

Wilful Default in relation to the Issuer Trustee, the Security Trustee or the Trust Manager means any wilful failure to comply, or wilful breach, by the Issuer Trustee, the Security Trustee or the Trust Manager of any of its obligations under any Transaction Document, other than a failure or breach which:

(a) (i) arises as a result of a breach of a Transaction Document by a person other than the Issuer Trustee, the Security Trustee or the Trust Manager; and

(ii) the performance of the action (the non-performance of which gave rise to such breach) is a pre-condition to the Issuer Trustee, the Security Trustee or the Trust Manager performing that obligation; or

(b) is in accordance with a lawful court order or direction or is required by law; or

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(c) is in accordance with a proper instruction or direction of the Secured Creditors given at a meeting (or deemed meeting) of the Secured Creditors convened in accordance with the Transaction Documents.


DIRECTORY

NATIONAL AUSTRALIA BANK AUSTRALIAN LEGAL COUNSEL BASIS SWAP PROVIDER ANDLIMITED TO NATIONAL AUSTRALIA BANK FIXED RATE SWAP PROVIDERLevel 24 LIMITED AND THE TRUST National Australia Bank Limited

500 Bourke Street MANAGER Level 24Melbourne VIC 3000 Mallesons Stephen Jaques 500 Bourke Street

AUSTRALIA Level 50 Melbourne VIC 3000600 Bourke Street AUSTRALIA

Melbourne VIC 3000LUXEMBOURG PAYING AGENTAUSTRALIADeutsche Bank Luxembourg S.A. CURRENCY SWAP PROVIDERS

2 Bld Konrad Adenauer Barclays Bank PLCL-1115 ENGLISH LEGAL COUNSEL TO 1 Churchill Place

LUXEMBOURG NATIONAL AUSTRALIA BANK London E14 5HPLIMITED UNITED KINGDOMLinklatersSERVICER AND CUSTODIAN

One Silk StreetNational Australia Bank Limited Citibank, N.A., Sydney BranchLondon EC2Y 8HQLevel 24 Citigroup Centre

UNITED KINGDOM500 Bourke Street 2 Park StreetMelbourne VIC 3000 Sydney NSW 2000

AUSTRALIA ISSUER TRUSTEE AUSTRALIAPerpetual Trustee Company Limited

Level 12LUXEMBOURG LISTING AGENT AUSTRALIAN LEGAL COUNSEL TOAngel PlaceDeutsche Bank Luxembourg S.A. CITICORP TRUSTEE COMPANY

123 Pitt Street2 Bld Konrad Adenauer LIMITED AND CITIBANK, N.A.,Sydney NSW 2000L-1115 LONDON BRANCH

AUSTRALIALUXEMBOURG Allens Arthur RobinsonLevel 8, Deutsche Bank Place

SECURITY TRUSTEE Corner of Hunter and Phillip StreetTRUST MANAGERP.T. Limited Sydney NSW 2000National Global MBS Manager Pty Ltd

Level 12 AUSTRALIALevel 24Angel Place500 Bourke Street

123 Pitt StreetMelbourne VIC 3000 AUSTRALIAN LEGAL COUNSELSydney NSW 2000AUSTRALIA TO THE ISSUER TRUSTEE AND

AUSTRALIA SECURITY TRUSTEEBlake Dawson WaldronUNITED STATES COUNSEL TO

NOTE TRUSTEE Level 36 Grosvenor PlaceNATIONAL AUSTRALIA BANKCiticorp Trustee Company Limited 225 George StreetLIMITED

14th Floor, Citigroup Centre Sydney NSW 2000Sidley Austin LLPCanada Square, Canary Wharf AUSTRALIA787 Seventh Avenue

London E14 5LBNew York, New York 10019UNITED KINGDOMUNITED STATES OF AMERICA JOINT LEAD MANAGERS

Deutsche Bank Securities Inc.PRINCIPAL PAYING 60 Wall StreetENGLISH LEGAL COUNSEL TO

AGENT, CALCULATION AGENT New York, New York 10005THE JOINT MANAGERSAND NOTE REGISTRAR UNITED STATES OF AMERICAHerbert Smith LLP

Citibank, N.A., London BranchExchange House21st Floor, Citigroup CentrePrimrose Street Citigroup Global Markets Inc.

Canada Square, Canary WharfLondon EC2A 2HS 399 Park AvenueLondon E14 5LB New York, New York 10022UNITED KINGDOM

UNITED KINGDOM UNITED STATES OF AMERICAUNITED STATES COUNSEL TO

THE TRUST MANAGER UNITED STATES COUNSEL TOTHE JOINT LEAD MANAGERSSidley Austin LLP

787 Seventh Avenue McKee Nelson LLPNew York, New York 10019 One Battery Park Plaza

UNITED STATES OF AMERICA 34th FloorNew York, New York 10004

UNITED STATES OF AMERICA