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                                                                   Exhibit 10.22

                             HOLMES TRUSTEES LIMITED
             (A wholly owned subsidiary of Holmes Holdings Limited)

                               REPORT AND ACCOUNTS

                       FOR THE YEAR ENDED 31 DECEMBER 2002

                             Registered No. 3982431

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HOLMES TRUSTEES LIMITED
(A wholly owned subsidiary of Holmes Holdings Limited)

Report of the directors

The Directors submit their report together with the accounts for the year to 31
December 2002.

1. Principal activity and review of the year

The principal activity of the Company is to hold the legal interest in certain
property on trust absolutely for the beneficial owners of that property. The
trust property comprises a portfolio of loans secured on residential property in
England and Wales, interest and principal paid by borrowers on those loans, and
all other amounts received under the loans. The beneficial owners of the trust
property are Abbey National plc, the originators of the trust property, and
Holmes Funding Limited, a group company. The Company has no beneficial interest
in the trust property. All income from the trust property is distributed to the
beneficial owners in proportion to their share of the trust property owned. No
future changes in activity are envisaged.

During the year Abbey National plc assigned to the Company the legal title to a
further (pound)17.4 billion of residential mortgage loans. Holmes Funding
Limited purchased further shares in the beneficial interest in the trust
property from Abbey National plc of (pound)4.0 billion on 7 November 2002.

2. Results and dividend

The results for the year are set out on page 4. All income and expenditure
relating to the assets of the Company is distributed to the beneficial owners of
the trust property, therefore the Company has made no profit or loss. The
Directors do not recommend the payment of a dividend (2001: (pound)nil).

3. Directors and their interests

The Directors who served throughout the year, except as noted below were:

M McDermott
M A Parsons              (resigned 6 August 2002)
R Wise                   (appointed 6 August 2002, resigned 23 May 2003)
D Green                  (appointed 23 May 2003)
SPV Management Limited

At the year end, Holmes Holdings Limited and M. McDermott held one share in the
Company. SPV Management Ltd and M. McDermott held one share in the holding
company, Holmes Holdings Limited, at the year end. The other share in Holmes
Holdings Limited was held by SPV Management Limited. None of the other Directors
had an interest in the shares of the Company, or of the holding company, Holmes
Holdings Limited, or in any other group companies at the year end.

                                     Page 1

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HOLMES TRUSTEES LIMITED
(A wholly owned subsidiary of Holmes Holdings Limited)

4. Directors' responsibility in respect of the preparation of accounts

The Directors are required by United Kingdom company law to prepare accounts for
each financial year that give a true and fair view of the state of affairs of
the Company as at the end of the financial year, and of the profit or loss for
that year.

The Directors confirm that suitable accounting policies have been used and
applied consistently and reasonable and prudent judgements and estimates have
been made in the preparation of the accounts for the year ended 31 December
2002. The Directors also confirm that applicable accounting standards have been
followed and that the statements have been prepared on the going concern basis.

The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for the Company's system of
internal control and for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud and other
irregularities.

5. Auditors

During the year the Directors re-appointed Deloitte & Touche as auditors of the
Company

By order of the Board


/s/ Jason Wright
----------------

For and behalf of
Abbey National Secretariat Services Limited, Secretary

24 June 2003.

Registered Office:
Abbey  National House
2 Triton Square,
Regent's Place,
London,
NW1 3AN.

                                     Page 2

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HOLMES TRUSTEES LIMITED
(A wholly owned subsidiary of Holmes Holdings Limited)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLMES TRUSTEES LIMITED

We have audited the financial statements of Holmes Trustees Limited for the year
ended 31 December 2002 which comprise the profit and loss account, the balance
sheet, the statement of accounting policies and the related notes 1 to 8. These
financial statements have been prepared under the accounting policies set out
therein.

This report is made solely to the company's members, as a body, in accordance
with section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the company's members those matters we are required to
state to them in an auditors' report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company's members as a body, for our audit work,
for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditors

As described in the statement of Directors' responsibilities, the Company's
Directors are responsible for the preparation of the financial statements in
accordance with applicable United Kingdom law and accounting standards. Our
responsibility is to audit the financial statements in accordance with relevant
United Kingdom legal and regulatory requirements and auditing standards.

We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report if, in our opinion, the Directors' report is not consistent
with the financial statements, if the Company has not kept proper accounting
records, if we have not received all the information and explanations we require
for our audit, or if information specified by law regarding Directors'
remuneration and transactions with the Company is not disclosed.

We read the Directors' report for the above year and consider the implications
for our report if we become aware of any apparent misstatements.

Basis of audit opinion

We conducted our audit in accordance with United Kingdom auditing standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the Directors in the preparation of the financial statements
and of whether the accounting policies are appropriate to the Company's
circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also evaluated the overall
adequacy of the presentation of information in the financial statements.

Opinion

In our opinion the financial statements give a true and fair view of the state
of the Company's affairs as at 31 December 2002 and of its result for the year
then ended and have been properly prepared in accordance with the Companies Act
1985.


Deloitte & Touche
Chartered Accountants and Registered Auditors
London, England

25 June 2003.

                                     Page 3

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HOLMES TRUSTEES LIMITED
(A wholly owned subsidiary of Holmes Holdings Limited)

Profit and Loss Account
For the year ended 31 December 2002

                                                    2002          2001
                                          Note   (pound)'000   (pound)'000
                                          ----   -----------   -----------

Interest receivable                         2       11,669        7,348
Interest payable                            2      (11,669)      (7,348)
                                                   -------       ------

OPERATING PROFIT ON ORDINARY
   ACTIVITIES BEFORE TAXATION                           --           --

Tax on profit on ordinary activities                    --           --
                                                   -------       ------

PROFIT ON ORDINARY ACTIVITIES AFTER
   TAXATION AND RETAINED FOR THE YEAR                   --           --
                                                   =======       ======

There are no recognised gains or losses in either the current or previous
financial year other than the profit for the year and therefore no statement of
total recognised gains and losses is required.

There is no difference between the profit on ordinary activities before taxation
and the retained profit for the year stated above and their historical cost
equivalents.

All transactions are derived from continuing operations within the United
Kingdom.

                                     Page 4

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HOLMES TRUSTEES LIMITED
(A wholly owned subsidiary of Holmes Holdings Limited)

Balance Sheet
As at 31 December 2002

<TABLE>
<CAPTION>
                                                            2002          2001
                                                  Note   (pound)'000   (pound)'000
                                                  ----   -----------   -----------
<S>                                                 <C>   <C>           <C>
CURRENT ASSETS

Cash at bank and in hand                            2      619,874       410,358

CREDITORS - amounts falling due within one year     3     (619,874)     (410,358)
                                                          --------      --------

NET CURRENT ASSETS                                              --            --
                                                          ========      ========
CAPITAL AND RESERVES

Called-up share capital                             4           --            --
Profit and loss account                                         --            --
                                                          --------      --------
EQUITY SHAREHOLDERS' FUNDS                          5           --            --
                                                          ========      ========
</TABLE>

The financial statements on page 4 to 7 were approved by the Board of Directors
on 23 June 2003.

Signed on behalf of the Board of Directors


/s/ Martin McDermott
--------------------
Director.

                                     Page 5

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HOLMES TRUSTEES LIMITED
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002

1.   Accounting policies

     Basis of Accounting
     The financial statements are prepared under the historical cost convention
     and in accordance with applicable United Kingdom law and accounting
     standards. The particular accounting policies adopted are described below.

(1)  Assets to which the Company has legal title but in which it has no
     beneficial interest, and the income and expenses on these assets, are not
     recorded in the financial statements. These assets, and the related income
     and expenses, are recorded in the financial statements of the companies
     which hold the beneficial interest in the trust property.
(2)  The Company is a wholly owned subsidiary of Holmes Holdings Limited, a
     Company which is registered in England and Wales. Accordingly the Company
     is not required to produce a cash flow statement as prescribed in paragraph
     5 (a) of FRS 1 (revised 1996), "Cash flow statements".

2.   Cash at bank and in hand

     The Company holds deposits at banks which pay interest based on three-month
     LIBOR. The amounts held on deposit are held for the beneficial owners of
     the trust property. Interest earned on the deposits is distributed to the
     beneficial owners of the trust property. In the year ended 31 December
     2002, interest of (pound)7,199,000 (2001: (pound)5,322,000) was payable to
     a group undertaking.

3.   Creditors : amounts falling due within one year

<TABLE>
<CAPTION>
                                                             2002          2001
                                                          (pound)'000   (pound)'000
                                                          -----------   -----------
<S>                                                         <C>           <C>
     Amounts due to beneficial owners of trust property     619,874       410,358
                                                            =======       =======
</TABLE>

     Of this amount (pound)58,328,000 ((pound)16,267,000 at 31 December 2001) is
due to a group undertaking.

4.   Share capital
<TABLE>
                                                             2002          2001
                                                            (pound)       (pound)
                                                            -------       -------
<S>                                                         <C>           <C>
     Authorised:
     100 Ordinary shares of(pound)1 each                        100           100
                                                                ===           ===
     Allotted and called up:
     2 Ordinary shares of(pound)1 each                            2             2
                                                                ===           ===
</TABLE>
                                     Page 6

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HOLMES TRUSTEES LIMITED
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002 (continued)

5.   Reconciliation of movements in shareholders' funds

                                                     2002          2001
                                                 (pound)'000   (pound)'000
                                                 -----------   -----------
     Retained profit for the year                     --            --
     Opening shareholders' funds                      --            --
                                                     ---           ---
     Closing shareholders' funds                      --            --
                                                     ===           ===

     All income and expenditure relating to the assets of the Company is
     distributed to the beneficial owners of the trust property, therefore the
     Company has made no profit or loss. The Directors do not recommend the
     payment of a dividend.

6.   Capital commitments and contingent liabilities

     There were no outstanding capital commitments or contingent liabilities at
     31 December 2002 (2001: (pound)nil).

7.   Related party transactions

     The Company has taken advantage of the exemption covered by paragraph 3 (c)
     of FRS 8, "Related party disclosures", not to disclose transactions with
     entities that are part of the Holmes Group.

8.   Parent and controlling party

     The immediate parent of the Company is Holmes Holdings Limited, a company
     registered in England and Wales, which prepares the only accounts into
     which the Company is consolidated. SPV Management Limited, a company
     registered in England and Wales, holds all of the beneficial interest in
     the issued shares of Holmes Holdings Limited on a discretionary trust for
     persons employed as nurses in the United Kingdom and for charitable
     purposes.

     The administration, operations, accounting and financial reporting
     functions of the Company are performed by Abbey National plc, which is
     registered in England and Wales. During 2002, Abbey National plc has
     delegated administration and servicing functions in respect of the loans on
     behalf of the Company and the beneficiaries to a service provider.

                                     Page 7