**Exhibit 15.12**

 

**INDEPENDENT ACCOUNTANTS’ OPINION**

 

The Board ofDirectorsPermanent Funding (No.1) LimitedBlackwell House

Guildhall Yard

London

EC2V 5AE

 

30 June 2005

 

**Report ofthe Independent Accountants to Permanent Funding (No. 1) Limited on its assertionabout Halifax plc’s compliance with its minimum servicing standards for theyear ended 31 December 2004**

 

We have examined Permanent Funding (No. 1) Limited’s assertion, attached as Appendix 2, thatHalifax plc (“the Servicer”) complied with the minimum servicing standards setforth in Appendix 1 for the year ended 31 December 2004.

 

The directors of Permanent Funding (No. 1) Limited (“theCompany”) are responsible for identifying the minimum servicing standards setforth in Appendix 1 and for the Company’s assertion regarding the Servicer’scompliance with those requirements attached as Appendix 2. Our responsibilityis to expressan opinion on the Company’s assertion about the Servicer’s compliancebased on our examination.

 

Our examination was conducted in accordance with attestation standards established bythe American Institute of Certified Public Accountants and, accordingly,included examining, on a test basis, evidence about the Servicer’s compliance withthose requirements and performing such other procedures as we considerednecessary in the circumstances. We believe that ourexamination provides a reasonable basis for our opinion.

 

Our examination does not provide a legal determinationon the Servicer’scompliance with specified requirements, nor does it include an assessment ofthe adequacy of the servicing standards themselves.

 

In our opinion the Company’s assertion that the Servicer complied with the minimumservicing standards contained in Appendix 1 for the year ended 31 December 2004is fairly stated in all material respects.

 

This report is intended solely for the information anduse of the Company, and is not intended to be and should not be used by anyoneother than the Company.

 
| /s/ KPMG Audit Plc    |   |
|-----------------------|--------|
|                  |
| KPMG Audit Plc        |
|                  |
| Chartered Accountants |
| 30 June 2005          |

 

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**Appendix 2: PermanentFunding (No. 1) Limited’s assertion about Halifax plc’s compliance with itsminimum servicing standards for the year ended 31 December 2004 (the Assertion)**

 

The undersigned,a duly authorised representative of Permanent Funding (No. 1) Limited pursuant to the Amended and Restated Servicing Agreements betweenHalifax plc acting as Servicer (the Servicer), Halifax plc as Seller, PermanentFunding (No. 1) Limited as Funding 1 and The Bank of New York as the SecurityTrustee dated 25th November 2003, 12 March 2004, 22 July 2004 and 18 November2004 as amended (the Agreements), certifies that:

 

1. PermanentFunding (No. 1) Limited is responsible for assessing the Servicer’s compliancewith the minimum servicing standards, as set out in Appendix 1.

 

2.  Permanent Funding (No. 1) Limited has usedthe minimum servicing standards, set out in Appendix 1, as a basis forassessing the Servicer’s compliance with the Agreements.

 

3.  A review of the activities of the Servicerduring the year ended 31 December 2004 and its performance under theaforementioned Agreements has been made under my supervision.

 

4.  Based on such review, to the best of myknowledge, the Servicer has complied with the minimum servicing standardsattached as Appendix 1 throughout the year ended 31 December 2004 in allmaterial respects, except as may be set forth in paragraph 5 below.

 

5.  The following is a description of anyexceptions to paragraph 4 above:

 

None.

 

Capitalisedterms used but not defined in this Assertion have their respective meanings setforth in the Agreements, unless the context requires otherwise or unlessotherwise defined in this Assertion.

 

IN WITNESSWHEREOF, the undersigned has duly executed this Annual Compliance Certificatethis 30th day of June 2005.

 
| /s/ David  Balai                  |   |
|-----------------------------------|--------|
| Authorised  signatory             |
| Permanent  Funding (No.1) Limited |

 

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