UNDERWRITING AGREEMENT

September 27, 2006

As Representative of the Several Underwriters,

  11 Madison Avenue, 4 ^th Floor

  New York, New York 10010

1. Introductory . Perpetual Limited (ABN 86 000 431 827), a corporation duly incorporated and existing under the Corporations Act 2001 (Cth) of the Commonwealth of Australia (" Perpetual "), in its capacity as trustee of the SMHL Global Fund No. 9 (the " Fund ", and Perpetual in that capacity being the " Issuer Trustee ") acting at the direction of ME Portfolio Management Limited (ABN 79 005 964 134), as manager of the Fund (the " Manager ") proposes to sell to the several Underwriters listed in Schedule I hereto (the " Underwriters "), for whom Credit Suisse Securities (USA) LLC (" CSS ") is acting as representative (the " Representative "), U.S.$1,340,000,000 principal amount of Class A1 Mortgage Backed Floating Rate Notes (the " Class A1 Notes ") issued by the Issuer Trustee. Each Note will be secured by the assets of the Fund. The Issuer Trustee also proposes to issue €450,000,000   principal amount of Class A2 Mortgage Backed Floating Rate Notes (the " Class A2 Notes " and, together with the Class A1 Notes, the “ Class A Offered Notes ”), A$406,000,000 principal amount of Class A3 Mortgage Backed Floating Rate Notes (the " Class A3 Notes " and, together with the Class A Offered Notes, the " Class A Notes ") and A$57,000,000 principal amount of Class B Mortgage Backed Floating Rate Notes (the " Class B Notes " and, together with the Class A Notes, the " Notes ") which are not being sold to the Underwriters pursuant to this Underwriting Agreement (this " Agreement "). The assets of the Fund include, among other things, a pool of variable and fixed rate residential housing loans (the " Housing Loans ") initially originated by Members Equity Bank Pty Limited (formerly known as Members Equity Pty Limited) (ABN 56 070 887 679) (" Members Equity ") for Superannuation Members Home Loans Origination Fund No. 3 (the " Origination Fund "), including all monies at any time paid or payable thereon or in respect thereof, after the close of business September 20, 2006 (the " Cut-Off Date "), with respect to payments of principal and after the Closing Date (as defined herein) with respect to payments of interest, rights under certain mortgage insurance policies with respect to the Housing Loans, rights under the Mortgages with respect to the Housing Loans, the amounts on deposit in the Collection Account, amounts available under the Payment Funding Facility, the Redraw Funding Facility, the Top-up Funding Facility and the rights of the Issuer Trustee under the Basic Documents (other than rights it holds personally). The Fund is established pursuant to the Master Trust Deed between the Manager and Perpetual dated July 4, 1994 as amended and restated (the " Master Trust Deed ") and a Notice of Creation of a Securitisation Fund between the Manager and Issuer Trustee, dated August 16, 2006 (the " Notice of Creation "), which sets forth specific provisions regarding the Fund. A Supplementary Bond Terms Notice - Class A Notes and Class B Notes, to be dated on or about October 3, 2006 (the " Supplementary Bond Terms Notice - Class A Notes and Class B Notes "), between the Issuer Trustee, the Security Trustee, the Note Trustee and the Manager, will set forth the terms and conditions of the Notes. The Note Trust Deed, to be dated on or about October 3, 2006 (the " Note Trust Deed ") by and among the Issuer Trustee, the Manager, AIB/BNY Fund Management (Ireland) Limited (the " Irish Paying Agent "), the Security Trustee and The Bank of New York (the " Note Trustee ") provides for the issuance and registration of the Class A Offered Notes in accordance with the terms and conditions attached thereto. Members Equity will act as mortgage manager (the " Mortgage Manager ") of the Housing Loans. The Manager and Members Equity are each a " Members Equity Party " and, collectively, are referred to herein as the " Members Equity Parties ."

The Manager has prepared and filed with the Securities and Exchange Commission (the " Commission ") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the " Securities   Act "), a   Registration Statement (as defined below), including a prospectus, relating to the Class A1 Notes. The United States Securities Exchange Act of 1934, as amended, is herein referred to as the " Exchange Act ".

At or prior to the time when sales of the Class A1 Notes were first made to investors by the several Underwriters, which was approximately 10:00 A.M. on September 27, 2006 (the " Time of Sale "), the Manager had prepared and filed with the Commission in accordance with the provisions of the Securities Act the following information (collectively, the " Time of Sale Information "): the initial preliminary prospectus supplement dated September 18, 2006, as amended and restated in its entirety by the preliminary prospectus supplement dated September 26, 2006 relating to the Notes and containing all information to be included in the Final Prospectus (as defined below) other than final pricing spreads and certain pricing information and accompanied by the base prospectus dated September 18, 2006 (together, along with information referred to under the caption "Description of the Pool of Housing Loans—Static Pool Information" in such preliminary prospectus supplement regardless of whether it is deemed a part of the Registration Statement (as defined below) or Final Prospectus, the " Preliminary Prospectus "). If, subsequent to the Time of Sale and prior to the Closing Date, the Manager wishes to convey additional or changed information in order to make the Time of Sale Information, in the light of the circumstances under which statements in the Time of Sale Information were made, not misleading, and as a result investors in the Class A1 Notes elect to terminate their old " Contracts of Sale " (within the meaning of Rule 159 under the Securities Act) for any Class A1 Notes and enter into new Contracts of Sale with the Underwriters, then " Time of Sale Information " will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Manager and the Representative that corrects such material misstatements or omissions (a " Corrected Prospectus ") and " Time of Sale " will refer to the time and date on which the first such new Contract of Sale was entered into.

When used in this Agreement, " Basic   Documents "   shall mean each of the Master Trust Deed, the Supplementary Bond Terms Notice - Class A Notes and Class B Notes, the Mortgage Origination and Management Agreement, the Notes, the Security Trust Deed, the Note Trust Deed, the Fixed-Floating Rate Swap, the Currency Swap(s), the Redraw Funding Facility, the Top-Up Funding Facility, the Payment Funding Facility, the Supplementary Bond Terms Notice—Liquidity Notes and the Notice of Creation of a Securitisation Fund. To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Prospectus (as defined hereinafter).

In this Agreement, a reference to the Issuer Trustee is a reference to the Issuer Trustee in its capacity as trustee of the Fund only, and in no other capacity. Any reference to the assets, business, property or undertaking of the Issuer Trustee is a reference to the Issuer Trustee in that capacity only.

The Members Equity Parties and Perpetual, in its individual capacity and as the Issuer Trustee, as the context requires, hereby agree with the several Underwriters named on Schedule I as follows:

2. Representations and Warranties of Perpetual and the   Members Equity Parties.

I. The Issuer Trustee or Perpetual, as the context requires, represents and warrants to each Underwriter that:

(a) Since the respective dates as of which information is provided in the Prospectus, there has been no material adverse change or any development involving a prospective material adverse change in or affecting the general affairs, business prospects, management or results of operations, condition (financial or otherwise) of Perpetual or the Fund, except as disclosed in the Prospectus, which is material in the context of the Issuer Trustee’s performance of its obligations and duties under the Class A1 Notes and each Basic Document to which it is or is to be a party.

(b) Perpetual is a corporation duly incorporated and validly existing under the Corporations Act 2001 (Cth) of the Commonwealth of Australia with the power and authority (corporate and otherwise) to conduct its business as described in the Prospectus, to issue the Class A1 Notes and to enter into and perform the Issuer Trustee’s obligations under this Agreement and the Basic Documents, and Perpetual has been duly qualified for the transaction of business and is in good standing under the laws of each jurisdiction in which it conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents.

(c) This Agreement has been duly authorized, executed and delivered by Perpetual.

(d) The Class A1 Notes have been duly authorized by Perpetual, and, when issued the Class A1 Notes will have been delivered and paid for pursuant to this Agreement (and duly authenticated by the Principal Paying Agent), they will constitute valid and binding obligations of the Issuer Trustee, entitled to the benefits provided by the Note Trust Deed and the Security Trust Deed, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

(e) The execution, delivery and performance by Perpetual of each of the Basic Documents to which it either is a party or is to be a party and this Agreement has been duly authorized by Perpetual, and, when executed and delivered by it and each of the other parties thereto, each of the Basic Documents to which it is a party and this Agreement will constitute a legal, valid and binding obligation of the Issuer Trustee, enforceable against it in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

(f) Perpetual is not, nor with the giving of notice or lapse of time or both would be, in violation of or in default under: (i) its constitution or (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer Trustee is either a party or by which the Issuer Trustee or any of the Issuer Trustee’s properties is bound, except in the case of sub-clause (ii) above for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents; the issue and sale of the Class A1 Notes and the performance by the Issuer Trustee of all of the provisions of its obligations under the Class A1 Notes, the Basic Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which the Issuer Trustee is bound or to which any of the Issuer Trustee’s property or assets is subject, (B) result in any violation of the provisions of Perpetual’s constitution, (C) result in any violation of any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer Trustee or any of the Issuer Trustee’s properties or (D) result in the creation or imposition of any lien or encumbrance upon any of the Issuer Trustee’s property pursuant to the terms of any indenture, mortgage, contract or other instrument other than pursuant to the Basic Documents, which, in the case of clauses (A), (C) and (D) above, would have a material adverse effect on the transactions contemplated herein or in the Basic Documents; and, to the knowledge of the Issuer Trustee no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body in Australia is required for the issue and sale of the Class A1 Notes or the consummation by the Issuer Trustee of the transactions contemplated by this Agreement or the Basic Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act and as may be required under state securities or "Blue Sky" laws in connection with the purchase and distribution of the Class A1 Notes by the Underwriters and the registration of the charge created by the Security Trust Deed with the Australian Securities and Investments Commission.

(g) Except as disclosed in the Prospectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to the knowledge of the Issuer Trustee, threatened against or affecting the Issuer Trustee or the Fund, or to which the Issuer Trustee is or may be a party or to which the Issuer Trustee or any property of the Fund is or may be the subject: (i) asserting the invalidity of this Agreement or of any of the Basic Documents, (ii) seeking to prevent the issuance of the Class A1 Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents by the Issuer Trustee, (iii) that could materially adversely affect the U.S. or Australian Federal or state income, excise, franchise or similar tax attributes of the Class A1 Notes, (iv) that could materially and adversely affect the Issuer Trustee’s performance of its obligations under, or the validity or enforceability against the Issuer Trustee of, this Agreement or any of the Basic Documents or (v) which could individually or in the aggregate have a material adverse effect on the interests of any of the holders of any of the Class A1 Notes.

(h) The representations and warranties of the Issuer Trustee contained in the Basic Documents are true and correct in all material respects.

(i) The Issuer Trustee has not done or omitted to do anything that might reduce, limit or otherwise adversely affect the right of the Issuer Trustee to be indemnified from the assets of the Fund under clause 26 of the Master Trust Deed.

(j) Perpetual has not taken any corporate action and (to its knowledge and belief having made reasonable inquiry and investigation) no legal proceedings have been started or threatened against it for its winding-up, dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its personal assets.

(k) Subject to compliance with Section 128FA of the Income Tax Assessment Act (1936) (the " Tax Act ")   and compliance by the Underwriters with Section 10(b) hereto, no ad valorem stamp or other duty is assessable or payable in, and no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature is imposed or made for or on account of any income, registration, transfer or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the Commonwealth of Australia or any sub-division of or authority therein or thereof having power to tax in such jurisdiction, in connection with (i) the authorization, execution, delivery or performance of this Agreement or any of the Basic Documents to which the Issuer Trustee is or is to be a party, or (ii) the authorization, execution, issuance, sale or delivery of the Notes, or (iii) the sale and delivery of the Notes by the Underwriters contemplated by this Agreement.

(l) The Class A1 Notes and the obligations of the Issuer Trustee under the Note Trust Deed will be secured (pursuant to the Security Trust Deed) by a first floating charge over the assets of the Fund, subject to the Prior Interest (as defined in the Security Trust Deed).

(m) No event has occurred or circumstances arisen which, had the Class A1 Notes already been issued, would (whether or not with the giving of notice and/or the passage of time and/or the fulfillment of any other requirement) obligate it to retire as Issuer Trustee or constitute a Trustee’s Default (as defined in the Master Trust Deed).

II. The Members Equity Parties, jointly and severally, represent and warrant to each Underwriter and the Issuer Trustee that:

(a) The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Manager makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in the last sentence of Section 7(c)).

(b) The Class A1 Notes are "asset backed securities" within the meaning of the Securities Act, and all conditions requisite to the use of Form S-3 and the Prospectus under the Securities Act for the offering of the Class A1 Notes have been satisfied.

(c) Except as described in the Prospectus, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting (i) the general affairs, business, management, financial position, properties, stockholders’ equity or results of operations of any Members Equity Party, (ii) their general affairs, business, condition (financial or otherwise) taken as a whole, or (iii) the assets of the Fund.

(d) Each Members Equity Party is a corporation duly incorporated and validly existing under the Corporations Act 2001 (Cth) of the Commonwealth of Australia; each Members Equity Party has the power and authority (corporate and otherwise) to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Basic Documents to which it is a party and carry out the transactions contemplated by this Agreement and such Basic Documents; each Members Equity Party has been duly qualified or licensed for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification or licensing, other than where the failure to be so qualified or licensed or in good standing would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents.

(e) This Agreement has been duly authorized, executed and delivered by each of the Members Equity Parties.

(f) The Basic Documents to which any Members Equity Party is or is to be a party have been duly authorized by the applicable Members Equity Party, and, upon effectiveness of the Registration Statement, the Note Trust Deed will have been duly qualified under the Trust Indenture Act and, when executed and delivered by each Members Equity Party which is a party thereto and each of the other parties thereto, each of the Basic Documents to which any Members Equity Party is a party and this Agreement will constitute a legal, valid and binding obligation of each such Members Equity Party, enforceable against each such Members Equity Party in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles; and the Class A1 Notes and the Basic Documents each will conform to the descriptions thereof in the Prospectus.

(g) Neither Members Equity Party is, nor with the giving of notice, or lapse of time or both would be, in violation of or in default under, (i) its constitution or (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except in the case of sub-clause (ii) above for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents; the issue and sale of the Class A1 Notes and the performance by each Members Equity Party of all of the provisions of its obligations under the Class A1 Notes, the Basic Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not  (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which either Members Equity Party is a party or by which either Members Equity Party is bound or to which any of the property or assets of either Members Equity Party is subject, (B) result in any violation of the provisions of the constitution of either Members Equity Party, (C) result in any violation of any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Members Equity Party, or any of its properties, or (D) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract, or other instrument other than pursuant to the Basic Documents, which, in the case of clauses (A), (C) and (D) above, would have a material adverse effect on the transactions contemplated herein or in the Basic Documents; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Class A1 Notes or the consummation by either Members Equity Party of the transactions contemplated by this Agreement or the Basic Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act, the Trust Indenture Act and as may be required under state securities or "Blue Sky" laws in connection with the purchase and distribution of the Class A1 Notes by the Underwriters and the registration of the charge created by the Security Trust Deed with the Australian Securities and Investments Commission.

(h) Except as disclosed in the Prospectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to the knowledge of either Members Equity Party, threatened against or affecting either Members Equity Party or its properties, the Issuer Trustee in its capacity as trustee of the Fund or the Fund’s assets or, to which either Members Equity Party or the Issuer Trustee in its capacity as trustee of the Fund is a party or to which either Members Equity Party, the Issuer Trustee in its capacity as trustee of the Fund or any property of either Members Equity Party or the Issuer Trustee in its capacity as trustee of the Fund is the subject: (i) asserting the invalidity of this Agreement or of any of the Basic Documents, (ii) seeking to prevent the issuance of the Class A1 Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (iii) that could materially adversely affect the U.S. or Australian Federal or state income, excise, franchise or similar tax attributes of the Class A1 Notes, (iv) that could materially and adversely affect either Members Equity Party’s performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents or (v) which could individually or in the aggregate have a material adverse effect on the interests of any of the holders of any of the Class A1 Notes or the marketability of the Class A1 Notes.

(i) There are no statutes, regulations, contracts or other documents that are required to be filed with the Commission as an exhibit to the Registration Statement, or required to be described in the Registration Statement or the Prospectus, which have not been filed with the Commission or described as required.

(j) The representations and warranties of each Members Equity Party contained in the Basic Documents (other than the representations and warranties regarding the Housing Loans made by the Mortgage Manager in the Mortgage Origination and Management Agreement) are true and correct in all material respects as of the date when made.

(k) Deloitte and Touche LLP are independent public accountants with respect to each Members Equity Party within the meaning of the standards established by the American Institute of Certified Public Accountants.

(l) Each Members Equity Party owns, possesses or has obtained all authorizations, licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to perform its obligations under this Agreement and the Basic Documents, and neither Members Equity Party has received any actual notice of any proceeding relating to revocation or modification of any such authorization, license, permit, certificate, consent, order, approval or other authorization; and each Members Equity Party is in compliance with all laws and regulations necessary for the performance of its obligations under this Agreement and the Basic Documents.

(m) Neither Members Equity Party has taken any corporate action nor (to the best of its knowledge and belief having made reasonable inquiry and investigation) have other steps been taken nor legal proceedings been started or threatened against either Members Equity Party for its winding-up, dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its assets.

(n) Since June 30, 2005 there has been no material adverse change or any development involving a prospective material adverse change in the condition (financial or otherwise) of either of the Members Equity Parties.

(o) Neither the Fund nor either of the Members Equity Parties is an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 3 of the Investment Company Act of 1940, as amended (the " Investment Company Act" ); and neither the Fund nor either of the Members Equity Parties is and, after giving effect to the offering and sale of the Class A1 Notes and the application of the proceeds thereof as described in the Prospectus, neither will be an "investment company" as defined in the Investment Company Act.

III. The Manager represents and warrants to each Underwriter and the Issuer Trustee that:

(a) A registration statement on Form S-3 (No. 333-134196) (the " Initial Registration Statement ") and a registration statement on Form S-3 (No. 333-137590) filed pursuant to Rule 462(b) under the Securities Act, which incorporates by reference the Initial Registration Statement (the " Rule 462(b) Registration Statement " and, together with the Initial Registration Statement, the " Registration Statement "), including a prospectus, relating to the Class A1 Notes has been filed with the Commission and has become effective and is still effective as of the date hereof. No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Manager, threatened by the Commission. A Preliminary Prospectus was filed with the Commission pursuant to Rule 424(b) (" Rule 424(b) ") of the Securities Act and the rules and regulations thereunder (the " Rules and Regulations "). A final prospectus supplement dated the date hereof, containing the same information as the Preliminary Prospectus, but including the final pricing spreads and certain pricing information and accompanied by the base prospectus dated September 18, 2006 (together, along with information referred to under the caption "Description of the Pool of Housing Loans--Static Pool Information" in such final prospectus supplement regardless of whether it is deemed a part of the Registration Statement or final prospectus, the " Final Prospectus ", and together with the Preliminary Prospectus and any Corrected Prospectus, the " Prospectus ") will be filed with the Commission pursuant to Rule 424(b) within the time period required thereby. " Registration Statement " as of any time means the Registration Statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and any information in a prospectus or prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B (" Rule 430B ") or 430C (" Rule 430C " ) under the Securities Act that has not been superseded or modified. " Registration Statement " without reference to a time means the Registration Statement as of the time of the first Time of Sale for the Class A1 Notes, which time shall be considered the " Effective Date " of the Registration Statement relating to the Class A1 Notes. For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. Except as set forth on Schedule II hereof, no "issuer free writing prospectus," as defined in Rule 433 of the Rules and Regulations (utilizing for such purpose the guidance contained in footnote 271 of the Commission’s Release No. 33-8591 (Securities Offering Reform)), relating to the Class A1 Notes has been or will be used by or on behalf of the Manager.

(b) At the time the Registration Statement initially became effective, at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus) and on the Effective Date relating to the Class A1 Notes, the Registration Statement conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act of 1939 (" Trust Indenture Act ") and the rules and regulations of the Commission (" Rules and Regulations ") and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date hereof, each of the Registration Statement and the Prospectus conforms, and as of the Closing Date each of the Registration Statement and the Prospectus will conform, in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon Underwriter Information, as defined in the last sentence of Section 7(c), furnished to the Manager by any Underwriter through the Representative specifically for use therein.

(c) As of the Time of Sale, neither the Preliminary Prospectus nor any documents listed or disclosures identified on Schedule II attached hereto, all considered together, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any prospectus included in the Registration Statement based upon Underwriter Information, as defined in the last sentence of Section 7(c), furnished to the Manager by any Underwriter through the Representative specifically for use therein.

(d) The documents incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations.

(e) The Manager is not, and on the date on which the first bona fide offer of the Class A1 Notes is made, will not be an "ineligible issuer" as defined in Rule 405 under the Securities Act. The Manager has caused the Preliminary Prospectus to be filed with the Commission on September 26, 2006.

(f) To the knowledge of the Manager, no event has occurred which would entitle either Members Equity Party to direct the Issuer Trustee to retire as trustee of the Fund under clause 18 of the Master Trust Deed.

(g) No event has occurred or circumstances arisen which, had the Class A1 Notes already been issued, would (whether or not with the giving of notice and/or the passage of time and/or the fulfillment of any other requirement) constitute a Manager’s Default (as defined in the Prospectus).

(h) As of the Closing Date, the Issuer Trustee holds each related Housing Loan as trustee of the Fund.

(i) Subject to Section 128FA of the Tax Act applying to exempt interest payable on the Class A1 Notes from Australia withholding tax, no stamp or other duty is assessable or payable in, and no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature is imposed or made for or on account of any income, registration, transfer or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the Commonwealth of Australia or any sub-division of or authority therein or thereof having power to tax in such jurisdiction, in connection with the authorization, execution or delivery of the agreements to which it is to be a party or with the authorization, execution, issue, sale or delivery of the Class A1 Notes and the performance by each Members Equity Party of the Basic Documents to which it is or is to be a party and the Class A1 Notes.

3. Purchase, Sale and Delivery of Class A1 Notes. On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein set forth, the Issuer Trustee, at the direction of the Manager, agrees to sell the Class A1 Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Issuer Trustee at a purchase price of 100% of the principal amount of the Class A1 Notes the principal amount of the Class A1 Notes set forth opposite the respective names of the Underwriters in Schedule I hereto.

In consideration of the agreement by the Underwriters to subscribe and pay for the Class A1 Notes, the Manager agrees that the Underwriters shall be entitled to receive the commissions set forth opposite the respective names of the Underwriters in Schedule I hereto.

The Underwriters shall severally and not jointly be responsible for certain out-of-pocket expenses incurred by the Members Equity Parties in connection with the offering of the Class A1 Notes, as shall be agreed to separately by the Underwriters and the Members Equity Parties (and such expenses may include a portion of the related attorneys' fees incurred by the Members Equity Parties).

The Issuer Trustee will deliver against payment of the purchase price the Class A1 Notes in the form of one or more permanent global book-entry notes in definitive form (the " Global Notes ") deposited with the Note Trustee as custodian for The Depository Trust Company (" DTC ")   and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Class A1 Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative drawn to the order of Commonwealth Bank of Australia (the " U.S.$   Currency Swap Provider ") at the office of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 not later than 10:00 A.M., New York City time, on October 11, 2006 or at such other time not later than seven full business days thereafter as CSS and the Manager determine, such time being herein referred to as the " Closing Date ," against delivery to the Note Trustee as custodian for DTC of the Global Notes representing all of the Class A1 Notes. The Global Notes will be made available for inspection at the above office at least 24 hours prior to the Closing Date.

4. Offering by Underwriters. The Manager and the Issuer Trustee understand that the several Underwriters propose to offer the Class A1 Notes for sale to the public as set forth in the Prospectus.

5. Certain Agreements of the Issuer Trustee and the Members Equity Parties.

I. The Members Equity Parties, jointly and severally, covenant and agree with the several Underwriters as follows:

(a) The Manager shall file the Final Prospectus with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Representative, subparagraph (5)) of Rule 424(b) of the Securities Act no later than the second business day following the date it is first used. The Manager will advise the Representative promptly of any such filing pursuant to Rule 424(b).

(b) The Manager shall file with the Commission the final pricing information, which may be posted on a Bloomberg screen or distributed via Bloomberg, as a free writing prospectus.

(c) The Manager will advise the Representative promptly of any proposal to amend or supplement the Registration Statement as filed or any Prospectus and, subject to Section 5.I(d), will not effect such amendment or supplementation without the Representative’s consent (which consent will not be unreasonably withheld); and the Manager will also advise the Representative promptly of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(d) If, at any time when a prospectus relating to the Class A1 Notes is required to be delivered under the Securities Act in connection with sales by any Underwriter or dealer, the Manager becomes aware of the occurrence of   any event as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Manager will promptly notify the Representative of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representative’s consent to, nor the Underwriters’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(e) [Reserved.]

(f) The Manager will furnish to the Representative copies of each Registration Statement (three (3) of which will be signed and will include all exhibits), the Prospectus and all amendments and supplements to such documents, in each case in such reasonable quantities as the Representative requests. The Final Prospectus and any amendments or supplements thereto, shall be so furnished on or prior to 3:00 P.M., New York time, on or prior to, the later to occur of, the second business day following the execution and delivery of this Agreement or the date such Final Prospectus is first used, but in no event later than the day before the Closing Date. All other documents shall be so furnished as soon as available. The Manager will pay the expenses of printing and distributing to the Underwriters all such documents.

(g) Prior to the Closing Date, the Manager will use its best efforts to arrange for the qualification of the Class A1 Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative designates and will use its best efforts to continue such qualifications in effect so long as required for the distribution, provided that the Manager will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such State.

(h) So long as the Class A1 Notes are outstanding, the Manager will, upon request, furnish to the Representative (i) copies of any certificate, the annual statements of compliance and any other information or reports with respect to the Fund filed by the Manager with the Commission or furnished to the Issuer Trustee or the Note Trustee pursuant to the Basic Documents by first class mail as soon as practicable after such statements and reports are furnished to the Issuer Trustee or the Note Trustee, (ii) copies of each amendment to any of the Basic Documents, (iii) copies of all reports, statements or other communications furnished to holders of the Class A1 Notes, and copies of any reports, if any, furnished to or filed with the Commission or any governmental or regulatory authority or any national securities exchange, and (iv) from time to time such other information concerning the Fund or the Manager as the Representative may reasonably request.

(i) So long as the Class A1 Notes are outstanding, the Manager will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

(j) To the extent that the ratings provided with respect to the Class A1 Notes by the Rating Agencies are conditional upon the furnishing of documents or the taking of any other action by the Manager, the Manager shall use its best efforts to furnish such documents and take any other such action.

(k) The Manager will assist the Representative in making arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of the Class A1 Notes and related matters.

(l) The Manager will not take, or cause to be taken, any action and will not knowingly permit any action to be taken which it knows or has reason to believe would result in the Class A1 Notes not being assigned the ratings referred to in Section 6(p) below.

(m) Each Members Equity Party, jointly and severally, will pay all expenses (together with value added tax where applicable) incidental to the performance of the Members Equity Parties’ obligations under this Agreement, any filing fees and other expenses (including fees and disbursements of issuers’ counsel, but not underwriters' counsel) incurred in connection with qualification of the Class A1 Notes for sale under the laws of such jurisdictions as the Representative designates and the printing of memoranda relating thereto, any fees charged by the independent accountants, any fees charged by the rating agencies for the rating of the Class A1 Notes and expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters.

(n) The Manager will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest and penalties, on the creation, issue and initial sale of the Class A1 Notes and on the execution and delivery of this Agreement. All payments to be made by the Members Equity Parties hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Members Equity Parties are compelled by law to deduct or withhold such taxes, duties or charges. In that event, the applicable Members Equity Party shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

(o) For a period from the date of this Agreement to the Closing Date, neither the Manager nor Members Equity will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to asset-backed securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative (which consent will not be unreasonably withheld) for a period beginning at the date of this Agreement and ending at the later of the Closing Date or the lifting of trading restrictions by the Representative.

II. The Issuer Trustee covenants and agrees with the several Underwriters as follows:

(a) The Issuer Trustee will use the net proceeds received by the Issuer Trustee from the sale of the Class A1 Notes pursuant to this Agreement in the manner specified in the prospectus supplement of the Prospectus under the caption "Use of Proceeds".

(b) The Issuer Trustee will pay any stamp duty or other issue, transaction, value added goods and services or similar tax, fee or duty (including court fees) in relation to the execution of, or any transaction carried out pursuant to, the Basic Documents or in connection with the issue and distribution of the Class A1 Notes or the enforcement or delivery of this Agreement.

(c) The Issuer Trustee will use all reasonable efforts to procure satisfaction on or before the Closing Date of the conditions referred to in Section 6 below and, in particular the Issuer Trustee shall execute those of the Basic Documents required to be executed by the Issuer Trustee not executed on the date hereof on or before the Closing Date.

(d) The Issuer Trustee will ensure that the Security Trustee will procure or cause to be procured that the charges created by or contained in the Security Trust Deed are registered within all applicable time limits in all appropriate registers in Australia.

(e) The Issuer Trustee will perform all its obligations under, and subject to, each of the Basic Documents to which it is a party which are required to be performed prior to or simultaneously with closing on the Closing Date.

(f) The Issuer Trustee will not take, or cause to be taken, any action and will not knowingly permit any action to be taken which it knows or has reason to believe would result in the Class A1 Notes not being assigned the ratings referred to in Section 6(p) below.

(g) The Issuer Trustee will not prior to or on the Closing Date amend the terms of any Basic Document to which it is a party (except if such amendment does not affect the Fund) nor execute any of the Basic Documents to which it is a par