Exhibit
  10.3

HOLMES
  FINANCING (NO 9) PLC

REPORT
  AND ACCOUNTS

FOR
  THE PERIOD ENDED 31 DECEMBER 2005

Registered
  in England and Wales No. 5115696



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Holmes Financing
  (NO. 9) plc

Report of the directors

The Directors submit
  their report together with the accounts for the year ended 31 December 2005.

Principal activity
  and review of the year

The principal activity
  of the Company is to issue asset backed notes and enter into all financial arrangements
  in that connection.

No future changes in
  activity are envisaged.

Dividend

The loss for the year
  on ordinary activities after tax amounted to £305,000 (2004: profit £323).

The Directors do not
  recommend the payment of a dividend (2004: £nil).

Financial Instruments

The Companys financial
  instruments, other than derivatives, comprise loans to group undertakings, borrowings,
  cash and liquid resources, and various items, such as debtors and creditors
  that arise directly from its operations. The main purpose of these financial
  instruments is to raise finance for the Companys operations.

The Company also enters
  into derivatives transactions (principally cross currency swaps). The purpose
  of such transactions is to manage the currency risks arising from the Companys
  operations and its sources of finance.

It is, and has been throughout
  the year under review, the Companys policy that no trading in financial
  instruments shall be undertaken.

The main risk arising
  from the Companys financial instruments is currency risk. The Company
  has debt securities in issue denominated in US Dollars and Euros. The Board
  reviews and agrees policies for managing this risk. The Companys policy
  is to eliminate all exposures arising from movements in exchange rates by the
  use of cross currency swaps to hedge payments of interest and principal on the
  securities.

All other assets, liabilities
  and transactions are denominated in Sterling.

Further disclosures regarding
  financial risk management objectives and policies and the Companys exposure
  to principal risks can be found in note 1.

Directors and their
  interests

The Directors who served
  throughout the year were:

Mr D M Green
  Mr M McDermottWilmington Trust
  SP Services (London) Limited (formerly SPV Management Limited)

At the year end and the
  previous year end, Holmes Holdings Limited and Mr M McDermott jointly held one
  share in the Company.

Wilmington Trust SP Services
  (London) Limited and Mr 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 Wilmington Trust SP Services (London) Limited. Mr M McDermott is
  also a Director of Wilmington Trust SP Services (London) Limited.

None of the other Directors
  had a beneficial interest in the shares of the Company, or of the holding company,
  Holmes Holdings Limited or its subsidiaries, at the year end.

Directors responsibility
  statement

The directors are responsible
  for preparing their report and financial statements. The directors have chosen
  to prepare accounts for the company in accordance with International Financial
  Reporting Standards (IFRSs). Company law requires the directors to prepare such
  financial statements in accordance with International Financial Reporting Standards,
  the Companies Act 1985 and Article 4 of the IAS Regulation.

International Accounting
  Standard 1 requires that financial statements present fairly for each financial
  year the companys financial position, financial performance and cash flows.
  This requires the faithful representation of the effects of transactions, other
  events and conditions in accordance with the definitions and recognition criteria
  for assets, liabilities,

1

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Holmes Financing
  (NO. 9) plc

income and expenses set
  out in the International Accounting Standards Boards Framework for
  the preparation and Presentation of Financial Statements.

Directors responsibility
  statement  continued

In virtually all circumstances,
  a fair presentation will be achieved by compliance with all applicable International
  Financial Reporting Standards. Directors are also required to:

|• | properly select and
      apply accounting policies;                                                                                                                                                                                                                                                                                   
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                        
|• | present information,
      including accounting policies, in a manner that provides relevant, reliable,
      comparable and understandable information;                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                        
|• | provide additional
      disclosures when compliance with the specific requirements in International
      Financial Reporting Standards is insufficient to enable users to understand
      the impact of particular transactions, other events and conditions on the
      entitys financial position and financial performance; and
|  |                                                                                                                                                                                                                                                                                                                                        
|• | prepare the accounts
      on a going concern basis unless, having assessed the ability of the company
      to continue as a going concern, management either intends to liquidate the
      entity or to cease trading, or have no realistic alternative but to do so.                                                               

The directors are responsible
  for keeping proper accounting records which disclose with reasonable accuracy
  at any time the financial position of the company, for safeguarding the assets,
  for taking reasonable steps for the prevention and detection of fraud and other
  irregularities and for the preparation of a directors report which complies
  with the requirements of the Companies Act 1985.

Legislation in the United
  Kingdom governing the preparation and dissemination of financial statements
  differs from legislation in other jurisdictions.

Going concern

The Directors confirm
  that they are satisfied that Holmes Financing (No.9) plc has adequate resources
  to continue in business for the foreseeable future. For this reason, they continue
  to adopt a going concern basis in preparing the financial statements.

Auditors

At the forthcoming Annual
  General Meeting of the Company it will be proposed that Deloitte & Touche
  LLP be re-appointed as auditors of the Company, in accordance with the resolution
  by Abbey National plc to appoint Deloitte & Touche LLP as auditors of Abbey
  National plc and its subsidiaries.

By Order of the Board



For and on behalf ofAbbey National Secretariat
  Services Limited, Secretary

24 February 2006

Abbey National House,
  2 Triton Square, Regent's Place, London NW1 3AN

2

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Holmes Financing
  (NO. 9) plc

Independent auditors
  report to the members of Holmes Financing (No. 9) PLC

We have audited the individual
  company financial statements (the financial statements) of Holmes
  Financing (No. 9) plc for the year ended 31 December 2005, which comprise the
  income statement, the balance sheet, the cash flow statement and the related
  notes 1 to 18. These financial statements have been prepared under the accounting
  policies set out therein.

Respective responsibilities
  of directors and auditors

The directors’
  responsibilities for preparing the Annual Report and the financial statements
  in accordance with applicable United Kingdom law and International Financial
  Reporting Standards (IFRSs) as adopted for use in the European Union are set
  out in the statement of directors' responsibilities.

Our responsibility is
  to audit the financial statements in accordance with relevant United Kingdom
  legal and regulatory requirements, International Standards on Auditing (UK and
  Ireland) and the Listing Rules of the Financial Services Authority.

We report to you our
  opinion as to whether the financial statements give a true and fair view in
  accordance with the relevant framework and are properly prepared in accordance
  with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report
  to you 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 or the Listing Rules regarding
  directors remuneration and transactions with the company and other members
  of the group is not disclosed.

We read other information
  contained in the directors report and consider the implications for our
  report if we become aware of any apparent misstatements or material inconsistencies
  with the financial statements.

Basis of audit opinion

We conducted our audit
  in accordance with International Standards on Auditing (UK and Ireland) 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 judgments made
  by the directors in the preparation of the financial statements, and of whether
  the accounting policies are appropriate to the circumstances of the company
  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 in accordance with those IFRSs as adopted for
      use in the European Union, of the state of the company's affairs as at 31
      December 2005 and of its loss for the year then ended; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                        
| | • | the financial statements
      have been properly prepared in accordance with the Companies Act 1985.                                                                                                                                                  



Deloitte & Touche
  LLPChartered Accountants
  and Registered Auditors
  London

24 February 2006

3

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Holmes Financing
  (NO. 9) plc

Income StatementFor the Year
  ended 31 December 2005

|                                           |       |  | Year
      ended 31 |   | Year
      ended 31 | 
|------------------------------------------ | ----- |  | ------------------- | - | ------------------- | 
|                                           | Notes |  | December 2005       |   | December 2004       | 
|                                           |       |  | £000                |   | £000                | 
|                                           |       |  |                     |   |                     | 
|Interest
      and similar income          | 3     |  | 11,232              |   | –                   | 
|Interest
      expense and similar charges | 4     |  | (11,232             | ) | –                   | 
|                                           |       |  |                     |   |                     | 
|Net
      Interest Income                  |       |  | –                   |   | –                   | 
|Other
      operating expenses             | 5     |  | (436                | ) | –                   | 
|                                           |       |  |                     |   |                     | 
|Loss
      before tax                      |       |  | (436                | ) | –                   | 
|Tax                                        | 7     |  | 131                 |   | –                   | 
|                                           |       |  |                     |   |                     | 
|Loss
      attributable to equity holders  | 15    |  | (305                | ) | –                   | 
|                                           |       |  |                     |   |                     | 

All of the operations
  of the Company are classed as continuing in the current and prior years.

The Company has no recognised
  income or expenses other than the loss for the current and result for the previous
  year as set out above. Accordingly no separate statement of recognised income
  and expense is presented.

4

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Holmes Financing
  (NO. 9) plc

Balance SheetAs at 31 December
  2005

|                                            |       |  | 31
      December 2005 |   | 31
      December 2004 |  
|------------------------------------------- | ----- |  | ---------------------- | - | ---------------------- | -
|                                            | Notes |  | £000                   |   | £000                   |  
|                                            |       |  |                        |   |                        |  
|Loans
      and advances to group companies | 8     |  | 3,796,807              |   | –                      |  
|Other
      assets                          | 10    |  | 11,269                 |   | 37                     |  
|Cash
      and cash equivalents             |       |  | 13                     |   | 13                     |  
|Deferred
      tax assets                   | 11    |  | 131                    |   | –                      |  
|                                            |       |  |                        |   |                        |  
|Total
      assets                          |       |  | 3,808,220              |   | 50                     |  
|                                            |       |  |                        |   |                        |  
|Derivative
      financial instruments      | 9     |  | (15,054                | ) | –                      |  
|Debt
      securities in issue              | 12    |  | (3,782,189             | ) | –                      |  
|Other
      liabilities                     | 13    |  | (11,232                | ) | –                      |  
|                                            |       |  |                        |   |                        |  
|Total
      Liabilities                     |       |  | (3,808,475             | ) | –                      |  
|                                            |       |  |                        |   |                        |  
|Equity                                      |       |  |                        |   |                        |  
|Share
      capital                         | 14    |  | (50                    | ) | (50                    | )
|Retained
      losses                       | 15    |  | 305                    |   | –                      |  
|                                            |       |  |                        |   |                        |  
|Total
      liabilities and equity          |       |  | (3,808,220             | ) | (50                    | )
|                                            |       |  |                        |   |                        |  

The financialstatements were
  approved by the board of directors and authorised for issue on 24 February 2006.
  They were signed on its behalf by:



M McDermott
  Director

5

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Holmes Financing (NO. 9) plc

Cash Flow Statement
  For the Year ended 31 December
  2005

|                                                |       |  | Year
      ended 31 |   | Year
      ended 31 | 
|----------------------------------------------- | ----- |  | ------------------- | - | ------------------- | 
|                                                |       |  | December
      2005 |   | December
      2004 | 
|                                                | Notes |  | £000                |   | £000                | 
|                                                |       |  |                     |   |                     | 
|Net
      cash from operating activities        | 16    |  | –                   |   | –                   | 
|                                                |       |  |                     |   |                     | 
|Investing
      activities                      |       |  |                     |   |                     | 
|Loans
      advanced to group companies         |       |  | (3,796,807          | ) | –                   | 
|                                                |       |  |                     |   |                     | 
|Net
      cash (used in) investing activities   |       |  | (3,796,807          | ) | –                   | 
|                                                |       |  |                     |   |                     | 
|Financing
      activities                      |       |  |                     |   |                     | 
|Issue
      of debt securities                  |       |  | 3,796,807           |   |                     | 
|Issue
      of share capital                    |       |  | –                   |   | 13                  | 
|                                                |       |  |                     |   |                     | 
|Net
      cash from in financing activities     |       |  | 3,796,807           |   | 13                  | 
|                                                |       |  |                     |   |                     | 
|                                                |       |  |                     |   |                     | 
|                                                |       |  |                     |   |                     | 
|Net
      movement in cash and cash equivalents |       |  | –                   |   | 13                  | 
|Cash
      and cash equivalents brought forward |       |  | –                   |   | –                   | 
|                                                |       |  |                     |   |                     | 
|Cash
      and cash equivalents carried forward |       |  | 13                  |   | 13                  | 
|                                                |       |  |                     |   |                     | 

6

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Holmes Financing
  (NO. 9) plc

Notes to the
  Financial Statements for the year ended 31 December 2005

1. Accounting policies

Adoption of International
  Accounting Standards

The financial statements
  have for the first time, been prepared in accordance with International Financial
  Reporting Standards (IFRS) adopted by the International Accounting
  Standards Board (IASB), and interpretations issued by the International
  Financial Reporting Interpretations Committee of the IASB. The date of transition
  to IFRS for the Company and the date of its opening IFRS balance sheet was 1
  January 2004.

The Company has chosen
  to adopt IFRS 7 Financial Instruments: Disclosure for this financial
  year, earlier than is required by the IASB.

As allowed by IFRS 1
  First-time Adoption of International Financial Reporting Standards
  and Financial Instruments: Disclosure (IFRS 7), the Company has
  not restated its 2004 income statements and balance sheets to comply with IAS
  32,IAS 39 and IFRS 7. The only impact of this is that the Companys derivatives
  will not be held at fair value in the comparative income statement and balance
  sheet and the valuation adjustment to the nominal value of the debt securities
  in issue that qualify as hedging instruments will not be included in the comparative
  income statement and balance sheet.

The principal accounting
  policies applied in the preparation of financial statements are set out below.
  These policies have been consistently applied to all years presented, unless
  other otherwise stated.

Basis of preparation

The financial statements
  have been prepared in accordance with International Financial Reporting Standards
  (IFRS). The financial statements have been prepared under the historical cost
  convention, as modified by the revaluation of available-for-sale financial assets,
  financial assets and financial liabilities held at fair value through profit
  or loss and all derivative contracts.

The financial statements
  have also been prepared in accordance with IFRSs adopted for use in the European
  Union and therefore comply with Article 4 of the EU IAS regulation.

Due to the nature of
  the business the Directors are of the opinion that it is more appropriate
  to use net interest income rather than turnover in presenting the income statement.

Foreign currency translation

Items included in the
  financial statements of the entity are measured using the currency that best
  reflects the economic substance of the underlying events and circumstances relevant
  to that entity (the measurement currency). The financial statements
  are presented in Pounds Sterling.

Foreign currency transactions
  are translated into the measurement currency at the exchange rates prevailing
  at the dates of the transactions. Foreign exchange gains and losses resulting
  from the settlement of such transactions and from the translation of monetary
  assets and liabilities denominated in foreign currencies are recognised in the
  income statement.

Interest income and
  expense

Interest income and expense
  is accrued on a time basis, by reference to the principal outstanding and at
  the effective interest rate applicable, which is the rate that exactly discounts
  estimated future cash receipts through the expected life of the financial asset
  to that assets net carrying amount.

Offsetting financial
  instruments

Financial assets and
  liabilities including derivatives are offset and the netamount reported
  in the balance sheet when there is a legally enforceable right to set off the
  recognised amounts and there is an intention to settle on a net basis, or realise
  the asset and settle the liability simultaneously.

7

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Holmes Financing
  (NO. 9) plc

Notes to the
  Financial Statements for the year ended 31 December 2005

Derivative financial
  instruments and hedge accounting

Derivatives are initially
  recognised at fair value on the date on which a derivative contract is entered
  into and are subsequently remeasured at their fair value. Fair values are obtained
  from quoted market prices in active markets, including recent market transactions,
  and valuation techniques, including discounted cash flow models and option pricing
  models as appropriate. All derivatives are carried as assets when fair value
  is positive and as liabilities when fair value is negative.

The method of recognising
  the resulting fair value gain or loss depends on whether the derivative is designated
  as a hedging instrument, and if so, the nature of the item being hedged. The
  entity designates all its derivatives as hedges of the fair value of recognised
  assets or liabilities or firm commitments (fair value hedge). Hedge accounting
  is used for derivatives designated in this way provided certain criteria are
  met.

The entity documents,
  at the inception of the transaction, the relationship between hedging instruments
  and hedged items, as well as its risk management objective and strategy for
  undertaking various hedge transactions. The entity also documents its assessment,
  both at hedge inception and on an ongoing basis, of whether the derivatives
  that are used in hedging transactions are highly effective in offsetting changes
  in fair values or cash flows of hedged items.

Fair value hedge

Changes in the fair value
  of derivatives that are designated and qualify as fair value hedges are recorded
  in the income statement, together with any changes in the fair value of the
  hedged asset or liability that are attributable to the hedged risk. Any hedge
  ineffectiveness is shown in other operating expense.

If the hedge no longer
  meets the criteria for hedge accounting, the adjustment to the carrying amount
  of the hedged item for which the effective interest method is used is amortised
  to profit or loss over the period to maturity. The adjustment to the carrying
  amount of a hedged equity security remains in retained earnings until the disposal
  of the equity security.

Income taxes, including
  deferred income taxes

Income tax payable on
  profits, based on the applicable tax law in each jurisdiction is recognised
  as an expense in the period in which profits arise. The tax effects of income
  tax losses available to carry forward are recognised as an asset when it is
  probable that future taxable profits will be available, against which these
  losses can be utilised.

Deferred income tax is
  provided in full, using the liability method, on temporary differences arising
  between the tax bases of assets and liabilities and their carrying amounts in
  the financial statements. Currently enacted tax rates are used in the determination
  of deferred income tax.

Deferred and current
  tax assets and liabilities are only offset when they arise in the same tax reporting
  group and where there is both the legal right and the intention to settle on
  a net basis or to realise the asset and settle the liability simultaneously.

Financial assets

The entity classifies
  its financial assets as loans and receivables which are held at amortised cost.
  These include loans and advances to group companies shown on the face of the
  balance sheet, accrued interest receivable shown within other assets and cash
  and cash equivalents shown on the face of the balance sheet. Derivatives are
  classified as fair value and are shown on the face of the balance sheet.

Cash and cash equivalents

For the purposes of the
  cash flow statement, cash and cash equivalents comprise balances with less than
  three months maturity from the date of acquisition, including cash and
  non restricted balances with central banks, treasury bills and other eligible
  bills, loans and advances to banks, amounts due from other banks and short term
  investments in securities.

Financial Liabilities

Financial liabilities
  are measured at amortised cost which includes a valuation adjustment for debt
  securities designated as hedging instruments. These include debt securities
  in issue shown on the face of the balance sheet, and accrued interest shown
  within other liabilities.

8

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Holmes Financing
  (NO. 9) plc

Notes to the
  Financial Statements for the year ended 31 December 2005

Financial Risk factors

The companys activities
  expose it to a variety of financial risks including currency risk, fair value
  interest rate risk and liquidity risk. The companys overall risk management
  programmed focuses on the unpredictability of financial markets and seeks to
  minimise potential adverse effects on the companys financial performance.
  The company uses derivative financial instruments to hedge certain risk exposures.

Risk management is carried
  out by the central risk management function of the Abbey Group. Authority flows
  from the Abbey National plc Board of Directors to the Chief Executive Office
  and from him to his direct reports. Delegation of authority is to individuals.
  Formal standing committees are maintained for effective management or oversight.
  Their authority is derived from the person they are intended to assist.

Currency Risk

The main operating (or
  functional) currencies of its operations are sterling, euro and
  US dollars. As the Company prepares its financial statements in sterling, these
  will be affected by movements in the euro/sterling and US dollar/sterling exchange
  rates. The exposure to this risk is mitigated by the use of cross currency derivatives.
  Taking this into account, the Company did not have a material financial exposure
  to foreign exchange gains and losses in either of the years to 31 December 2005
  or 31 December 2004.

Included in the table
  below are the Companys assets and liabilities at carrying amounts classified
  by currency.

|                                            | Euro     |   | US
      Dollars |   | Sterling   |   | Total      |  
|------------------------------------------- | -------- | - | ---------------- | - | ---------- | - | ---------- | -
|                                            | £000     |   | £000             |   | £000       |   | £000       |  
|                                            |         
|Loans
      and advances to group companies | –        |   | –                |   | 3,796,807  |   | 3,796,807  |  
|Other assets                                | –        |   | –                |   | 11,269     |   | 11,269     |  
|Cash
      and cash equivalents             | –        |   | –                |   | 13         |   | 13         |  
|Tax assets                                  | –        |   | –                |   | 131        |   | 131        |  
|                                            |         
|Total
      assets                          | –        |   | –                |   | 3,808,220  |   | 3,808,220  |  
|                                            |         
|Derivative
      financial instruments      | (1,505   | ) | (13,549          | ) | –          |   | (15,054    | )
|Debt securities in
      issue              | (508,069 | ) | (2,274,120       | ) | (1,000,000 | ) | (3,782,189 | )
|Other
      liabilities                     | (697     | ) | (6,629           | ) | (3,906     | ) | (11,232    | )
|                                            |          |   |                  |   |            |   |            |  
|Total
      Liabilities                     | (510,271 | ) | (2,294,298       | ) | (1,003,906 | ) | (3,808,475 | )
|                                            |          |   |                  |   |            |   |            |  

Cash flow and fair
  value interest rate risk

Interest rate repricing
  gap information is shown in the table below at 31 December 2005. It provides
  an estimate of the repricing profile of the Companys assets, liabilities
  and other off-balance sheet exposures. For the major categories of assets and
  liabilities, the gap table shows the carrying values of interest earning assets
  and liabilities, which reprice within selected time banks. Items are allocated
  to time bands by reference to the earlier of the next interest rate repricing
  date and the legal maturity date. This leads to an apparent timing mismatch
  where the anticipated maturity date is different from the legal maturity date
  and hedges have been structured accordingly. The tables do not purport to measure
  market risk exposure.

|                                            |            |   | Non-     |   |            |  
|------------------------------------------- | ---------- | - | -------- | - | ---------- | -
|                                            | 1-3        |   | interest |   |            |  
|                                            | months     |   | bearing  |   | Total      |  
|                                            | £000       |   | £000     |   | £000       |  
|                                            |            |   |          |   |            |  
|Loans
      and advances to group companies | 3,796,807  |   | –        |   | 3,796,807  |  
|Other assets                                | –          |   | 11,269   |   | 11,269     |  
|Cash
      and cash equivalents             | 13         |   | –        |   | 13         |  
|Tax assets                                  | –          |   | 131      |   | 131        |  
|                                            |            |   |          |   |            |  
|Total
      assets                          | 3,796,820  |   | 11,400   |   | 3,808,220  |  
|                                            |            |   |          |   |            |  
|Derivative
      financial instruments      | (15,054    | ) | –        |   | (15,054    | )
|Debt securities in
      issue              | (3,782,189 | ) |          |   | (3,782,189 | )
|Other
      liabilities                     | –          |   | (11,232  | ) | (11,232    | )
|                                            |            |   |          |   |            |  
|Total
      Liabilities                     | (3,797,243 | ) | (11,232  | ) | (3,808,475 | )
|                                            |            |   |          |   |            |  

The table below summarises
  the effective interest rate by major currencies for monetary financial instruments:

|                                       | Euro |  | US Dollars |  | Sterling | 
|-------------------------------------- | ---- |  | ---------- |  | -------- | 
|                                       |      |  |            |  |          | 
|Derivative
      financial instruments | 4.75 |  | 4.67       |  | 4.73     | 
|Debt
      securities in issue         | 2.29 |  | 4.11       |  | 4.73     | 

9

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Holmes Financing
  (NO. 9) plc

Notes to the Financial
  Statements for the year ended 31 December 2005

Interestrate sensitivity

As a result of the cross
  currency swaps, the Companys total interest income and expenditure on
  financial assets and liabilities is based on the same rate of sterling LIBOR,
  it therefore has no material sensitivity to changes in interest rates.

Liquidity risk

The table below analyses
  the Companys assets and liabilities into relevant maturity groupings based
  on the remaining period at balance sheet date to contractual maturity date:

|                                           |         |  |        |  |            |   |       |  |            |   | Non-     |  |            |  
|------------------------------------------ | ------- |  | ------ |  | ---------- | - | ----- |  | ---------- | - | -------- |  | ---------- | -
|                                           | Up to 1 |  | 1-3    |  | 3-12       |   | 1-5   |  | Over 5     |   | interest |  |            |  
|                                           | month   |  | months |  | months     |   | years |  | years      |   | bearing  |  | Total      |  
|                                           | £000    |  | £000   |  | £000       |   | £000  |  | £000       |   | £000     |  | £000       |  
|                                           |        
|Loans
      and advances to groupcompanies | –       |  | –      |  | 1,017,901  |   | –     |  | 2,778,906  |   | –        |  | 3,796,807  |  
|Other assets                               | –       |  | –      |  | 11,269     |   | –     |  | –          |   | –        |  | 11,269     |  
|Cash and cash equivalents                  | 13      |  | –      |  | –          |   | –     |  | –          |   | –        |  | 13         |  
|Tax assets                                 | –       |  | –      |  | 131        |   | –     |  | –          |   | –        |  | 131        |  
|                                           |        
|Total assets                               | 13      |  | –      |  | 1,029,301  |   | –     |  | 2,778,906  |   | –        |  | 3,808,220  |  
|                                           |        
|Derivative financial
      instruments     | –       |  | –      |  | (6,995     | ) | –     |  | (8,059     | ) | –        |  | (15,054    | )
|Debt securities in
      issue             | –       |  | –      |  | (1,010,890 | ) | –     |  | (2,771,299 | ) | –        |  | (3,782,189 | )
|Other liabilities                          | –       |  | –      |  | (11,232    | ) | –     |  | –          |   | –        |  | (11,232    | )
|                                           |        
|Total Liabilities                          | –       |  | –      |  | (1,029,117 | ) | –     |  | (2,779,358 | ) | –        |  | (3,808,475 | )
|                                           |        
|Net liquidity gap                          | 13      |  | –      |  | 184        |   | –     |  | (452       | ) | –        |  | (255       | )
|                                           |        

Credit risk

The maximum exposure
  to credit risk is the carrying amount of the Loans and advances to group companies
  of £3,796,807,000.

Accounting for derivative
  financial instruments and hedging activities

The Company holds derivatives
  as fair value hedges of the non-sterling debt securities in issue in order to
  hedge foreign currency and interest rate risk. These require the Company to
  pay a rate based on three-month sterling LIBOR and receive US dollar LIBOR and
  EURIBOR . These are initially recognised and subsequently re-measured at fair
  value.

Fair value estimation

Where quoted market prices
  are not available, a discounted cash flow model is used based on a current yield
  curve appropriate for the remaining term to maturity.

2. Business and geographical
  segments

All of the Companys
  income is derived from activities in the same business and geographical segment,
  within the UK. There were no discontinued operations during the period.

|3. Interest and
      similar income           |  |                   |  |                   | 
|---------------------------------------------- |  | ----------------- |  | ----------------- | 
|                                               |  |                   |  |                   | 
|                                               |  | Year
      ended  |  | Year
      ended  | 
|                                               |  | 31
      December |  | 31
      December | 
|                                               |  | 2005              |  | 2004              | 
|                                               |  | £000              |  | £000              | 
|                                               | 
|Interest receivable
      from group companies |  | 11,232            |  | –                 | 
|                                               | 

4. Interest expense
  and similar charges

|                                          |  | Year
      ended  |  | Year
      ended  | 
|----------------------------------------- |  | ----------------- |  | ----------------- | 
|                                          |  | 31
      December |  | 31
      December | 
|                                          |  | 2005              |  | 2004              | 
|                                          |  | £000              |  | £000              | 
|                                          | 
|Interest
      payable on debt securities |  | 11,232            |  | –                 | 
|                                          | 

10

---



Holmes Financing
  (NO. 9) plc

Notes to the Financial
  Statements for the year ended 31 December 2005

|5. Other operating
      expenses    |  |                   |   |                   | 
|------------------------------------ |  | ----------------- | - | ----------------- | 
|                                     |  |                   |   |                   | 
|                                     |  | Year
      ended  |   | Year
      ended  | 
|                                     |  | 31
      December |   | 31
      December | 
|                                     |  | 2005              |   | 2004              | 
|                                     |  | £000              |   | £000              | 
|                                    
|                                     | 
|Net
      foreign exchange gains     |  | (8                | ) | –                 | 
|Net
      loss on hedging derivative |  | 15,054            |   | –                 | 
|Net
      gain on hedged item        |  | (14,610           | ) | –                 | 
|                                     | 
|                                     |  | 436               |   | –                 | 
|                                     | 



|6. Loss from operations                                                    |  |                   |   |                   | 
|-------------------------------------------------------------------------- |  | ----------------- | - | ----------------- | 
|                                                                           |  |                   |   |                   | 
|Loss from operations
      has been arrived at after charging/(crediting): |  |                   |   |                   | 
|                                                                           |  |                   |   |                   | 
|                                                                           |  | Year
      ended  |   | Year
      ended  | 
|                                                                           |  | 31
      December |   | 31
      December | 
|                                                                           |  | 2005              |   | 2004              | 
|                                                                           |  | £000              |   | £000              | 
|                                                                          
|                                                                           | 
|Net
      foreign exchange gains                                           |  | (8                | ) | –                 | 
|Net
      loss on hedging derivative                                       |  | 15,054            |   | –                 | 
|Net
      gain on hedged item                                              |  | (14,610           | ) | –                 | 
|                                                                           | 
|                                                                           |  | 436               |   | –                 | 
|                                                                           | 

Auditors remuneration
  for the current and previous financial years has been borne by Holmes Funding
  Limited, a fellow subsidiary undertaking.

No emoluments were paid
  to the Directors in the current or previous financial year.

The Company had no employees
  in the current or previous financial year.

|7. Tax                        |  |                   |  |                   | 
|----------------------------- |  | ----------------- |  | ----------------- | 
|                              |  |                   |  |                   | 
|                              |  | Year
      ended  |  | Year
      ended  | 
|                              |  | 31
      December |  | 31
      December | 
|                              |  | 2005              |  | 2004              | 
|                              |  | £000              |  | £000              | 
|                              | 
|Current
      tax:            |  |                   |  |                   | 
|UK
      corporation tax      |  | –                 |  | –                 | 
|                              | 
|                              |  | –                 |  | –                 | 
|                              | 
|Deferred
      tax (note 11): |  |                   |  |                   | 
|Current
      year            |  | 131               |  | –                 | 
|                             
|                              | 
|                              |  | 131               |  | –                 | 
|                              | 

Corporation tax is calculated
  at 30 % (2004: 30 %) of the estimated assessable profit for the year.

The charge for the year
  can be reconciled to the profit per the income statement as follows:

|                                                            |  | Year
      ended 2005 |  | Year
      ended 2004 | 
|----------------------------------------------------------- |  | --------------------- |  | --------------------- | 
|                                                            |  | £000                  |  | £000                  | 
|                                                            | 
|Loss
      before tax                                       |  | 436                   |  | –                     | 
|                                                            | 
|Tax at
      the UK corporation tax rate of 30% (2004: 30%) |  | 131                   |  | –                     | 
|                                                            | 
|Tax
      income for the year                               |  | 131                   |  | –                     | 
|                                                            | 

11

---



Holmes Financing
  (NO. 9) plc

Notes to the Financial
  Statements for the year ended 31 December 2005

|8. Loans and advances
      to group companies |  |                   |  |                   | 
|---------------------------------------------- |  | ----------------- |  | ----------------- | 
|                                               |  | 31
      December |  | 31
      December | 
|                                               |  | 2005              |  | 2004              | 
|                                               |  | £000              |  | £000              | 
|                                              
|                                               | 
|Repayable:                                     |  |                   |  |                   | 
|Less
      than 1 year                         |  | 1,017,901         |  | –                 | 
|1
      to 2 years                             |  | –                 |  | –                 | 
|2
      to 5 years                             |  | –                 |  | –                 | 
|Greater
      than 5 years                     |  | 2,778,906         |  | –                 | 
|                                               | 
|                                               |  | 3,796,807         |  | –                 | 
|                                               | 

The loans are all denominated
  in sterling and are at variable rates of interest, based on LIBOR for three-month
  sterling deposits.

The carrying amount of
  loans and advances to group companies approximates to their fair value.

9. Derivative Financial
  Instruments

The Company holds derivatives
  as fair value hedges of the non-sterling debt securities in issue in order to
  hedge foreign currency and interest rate risk. These require the Company to
  pay a rate based on three-month sterling LIBOR and receive US dollar LIBOR and
  EURIBOR receipts. These are initially recognised and subsequently re-measured
  at fair value. The hedging relationship between the cross currency derivatives
  and the debt securities in issue qualifies as a highly effective hedge and so
  qualifies for a hedge accounting treatment of the liabilities.

|10. Other assets                                                     |  |                   |  |                   | 
|-------------------------------------------------------------------- |  | ----------------- |  | ----------------- | 
|                                                                     |  | 31
      December |  | 31
      December | 
|                                                                     |  | 2005              |  | 2004              | 
|                                                                     |  | £000              |  | £000              | 
|                                                                     | 
|Accrued
      interest due from group companies                      |  | 11,232            |  | –                 | 
|Called
      up share capital not paid  due from parent undertaking |  | 37                |  | 37                | 
|                                                                     | 
|                                                                     |  | 11,269            |  | 37                | 
|                                                                     | 

The carrying amount of
  trade receivables approximates to their fair value.

|11. Deferred Tax           |  |                   |  |                   | 
|-------------------------- |  | ----------------- |  | ----------------- | 
|                           |  |                   |  |                   | 
|                           |  | 31
      December |  | 31
      December | 
|                           |  | 2005              |  | 2004              | 
|                           |  | £000              |  | £000              | 
|                          
|                           | 
|Deferred
      tax assets: |  | 131               |  | –                 | 

The movement on the deferred
  tax account is as follows:

|                              |  | 31
      December |  | 31
      December | 
|----------------------------- |  | ----------------- |  | ----------------- | 
|                              |  | 2005              |  | 2004              | 
|                              |  | £000              |  | £000              | 
|                             
|                              | 
|At
      1 January            |  | –                 |  | –                 | 
|Income
      statement credit |  | 131               |  | –                 | 
|                              | 
|At
      31 December          |  | 131               |  | –                 | 
|                              | 

The deferred tax asset
  arises on the difference between the accounting and tax treatment of fair value
  movements in derivatives.

12

---



Holmes Financing
  (NO. 9) plc

Notes to the Financial
  Statements for the year ended 31 December 2005

|12. Debt securities
      in issue |  |             |  |             | 
|---------------------------------- |  | ----------- |  | ----------- | 
|                                   |  |             |  |             | 
|                                   |  | 31 December |  | 31 December | 
|                                   |  | 2005        |  | 2004        | 
|                                   |  | £000        |  | £000        | 
|                                   |  |             |  |             | 
|Series
      1 Class A             |  | 1,010,890   |  | –           | 
|                                   |  |             |  |             | 
|Series
      2 Class A             |  | 1,263,230   |  | –           | 
|                                   |  |             |  |             | 
|Series
      3 Class A1            |  | 508,069     |  | –           | 
|                                   |  |             |  |             | 
|Series
      3 Class A2            |  | 400,000     |  | –           | 
|                                   |  |             |  |             | 
|Series
      4 Class A             |  | 600,000     |  | –           | 
|                                   |  |             |  |             | 
|                                   |  | 3,782,189   |  | –           | 
|                                   |  |             |  |             | 

Included in the carrying
  amount of debt securities in issue above are the following valuation adjustments
  as a result of the hedge accounting treatment of these instruments.

|                        |  | 31 December |   | 31 December | 
|----------------------- |  | ----------- | - | ----------- | 
|                        |  | 2005        |   | 2004        | 
|                        |  | £000        |   | £000        | 
|                        |  |             |   |             | 
|Series
      1 Class A  |  | (7,011      | ) | –           | 
|                        |  |             |   |             | 
|Series
      2 Class A  |  | (9,146      | ) | –           | 
|                        |  |             |   |             | 
|Series
      3 Class A1 |  | 1,539       |   | –           | 
|                        |  |             |   |             | 
|                        |  | (14,618     | ) | –           | 
|                        |  |             |   |             | 

The debt securities in
  issue are recorded at amortised cost, with a valuation adjustment with respect
  to the hedge accounting treatment of the cross currency derivatives.

All the Class A Notes
  (irrespective of series) will rank pari passu and rateably without any preference
  or priority except, until enforcement of the security for the Notes, as to payments
  of principal in respect of which the Class A1 Notes will rank in priority to
  the Class A2 Notes.

Interest is payable on
  the notes at variable rates based on the three-month US Dollar LIBOR and three-month
  EURIBOR.

The Companys obligations
  to noteholders, and to other secured creditors, are secured under a deed of
  charge that grants security over all of its assets in favour of the security
  trustee. The principal assets of the Company are loans made to Holmes Funding
  Limited, a group company, whose obligations in respect of these loans, are secured
  under a deed of charge which grants security over all its assets, primarily
  comprising shares in a portfolio of residential mortgage loans, in favour of
  the security trustee. These mortgages fail the derecognition criteria described
  in IAS 39 and as such are represented by a receivable on the balance sheet of
  Holmes Funding Limited, though legally Holmes Funding Limited is entitled to
  the income from these mortgages. The security trustee holds this security for
  the benefit of all secured creditors of Holmes Funding Limited, including the
  Company.

|13. Other liabilities          |  |                   |  |                   | 
|------------------------------ |  | ----------------- |  | ----------------- | 
|                               |  |                   |  |                   | 
|                               |  | 31
      December |  | 31
      December | 
|                               |  | 2005              |  | 2004              | 
|                               |  | £000              |  | £000              | 
|                               |  |                   |  |                   | 
|                               |  |                   |  |                   | 
|                               |  |                   |  |                   | 
|Accrued
      interest payable |  | 11,232            |  | –                 | 
|                               |  |                   |  |                   | 

The directors consider
  that the carrying amount of trade and other payables approximates to their fair
  value.

Other liabilities due
  after one year amount to £nil (2004:£nil).

|14. Share capital                       |  |                   |  |                   | 
|--------------------------------------- |  | ----------------- |  | ----------------- | 
|                                        |  |                   |  |                   | 
|                                        |  | 31
      December |  | 31
      December | 
|                                        |  | 2005              |  | 2004              | 
|                                        |  | £000              |  | £000              | 
|                                        |  |                   |  |                   | 
|Authorised:                             |  |                   |  |                   | 
|                                        |  |                   |  |                   | 
|50,000
      ordinary shares of £1 each |  | 50                |  | 50                | 
|                                        |  |                   |  |                   | 
|                                        |  |                   |  |                   | 
|                                        |  |                   |  |                   | 
|Issued:                                 |  |                   |  |                   | 
|                                        |  |                   |  |                   | 
|50,000
      ordinary shares of £1 each |  | 50                |  | 50                | 
|                                        |  |                   |  |                   | 

49,998 Ordinary shares
  are partly paid to 25 pence. Two subscriber shares are fully paid.

13

---



Holmes Financing
  (NO. 9) plc

Notes to the Financial
  Statements for the year ended 31 December 2005

|15. Retained losses               |      |  
|--------------------------------- | ---- | -
|                                  |      |  
|                                  | £000 |  
|                                  |      |  
|Balance
      at 1 January 2004   | –    |  
|                                  |      |  
|Result
      for the year         | –    |  
|                                  |      |  
|Balance
      at 1 January 2005   | –    |  
|                                  |      |  
|Loss
      for the year           | (305 | )
|                                  |      |  
|Balance
      at 31 December 2005 | (305 | )
|                                  |      |  

|                                                               |                        |   |                        |  
|-------------------------------------------------------------- | ---------------------- | - | ---------------------- | -
|16. Notes to the
      cash flow statements                    |                        |   |                        |  
|                                                               | 31
      December 2005 |   | 31
      December 2004 |  
|                                                               | £000                   |   | £000                   |  
|                                                               |                        |   |                        |  
|                                                               |                        |   |                        |  
|                                                               |                        |   |                        |  
|Loss
      from operations                                     | (436                   | ) | –                      |  
|                                                               |                        |   |                        |  
|                                                               |                        |   |                        |  
|                                                               |                        |   |                        |  
|Adjustments
      for:                                         |                        |   |                        |  
|                                                               |                        |   |                        |  
|Loss
      on derivatives                                      | 444                    |   | –                      |  
|                                                               |                        |   |                        |  
|Gain
      on foreign exchange                                 | (8                     | ) | –                      |  
|                                                               |                        |   |                        |  
|                                                               |                        |   |                        |  
|                                                               |                        |   |                        |  
|Operating
      cash flows before movements in working capital | 436                    |   | –                      |  
|                                                               |                        |   |                        |  
|                                                               |                        |   |                        |  
|                                                               |                        |   |                        |  
|Increase
      in receivables                                  | (11,232                | ) | (37                    | )
|                                                               |                        |   |                        |  
|Increase
      in payables                                     | 11,232                 |   | 37                     |  
|                                                               |                        |   |                        |  
|Net
      cash flow from operating activities                  | –                      |   | –                      |  
|                                                               |                        |   |                        |  

Cash and cash equivalents
  (which are presented as a single class of assets on the face of the balance
  sheet) comprise cash at bank and other short-term highly liquid investments
  with a maturity of three months or less.

16. Related party
  transactions

The related party disclosures
  in this note apply to related parties, which comprise the following entities
  and individuals:

Abbey National plc, an
  entity with significant influence over the Company 
  Holmes Funding Limited, a Group Company

Trading transactions During the year, the company
  entered into the following transactions with related parties:

|                        |                           |  | Cash
      and cash         |  |                        | 
|----------------------- | ------------------------- |  | --------------------------- |  | ---------------------- | 
|                        |                           |  | equivalents
      held with |  | Amounts
      owed by  | 
|                        | Interest
      receivable |  | related
      parties       |  | related
      parties  | 
|                        | 31
      December 2005    |  | 31
      December 2005      |  | 31
      December 2005 | 
|                        | £000                      |  | £000                        |  | £000                   | 
|                        |                           |  |                             |  |                        | 
|Abbey National plc      | –                         |  | 13                          |  | –                      | 
|Holmes Funding Limited  | 11,232                    |  | –                           |  | 3,808,039              | 
|Holmes Holdings Limited | –                         |  | –                           |  | 37                     | 
|                        |                           |  |                             |  |                        | 

There were no related
  party transactions during the year, or existing at the balance sheet date, with
  the company or parent companys key management personnel.

14

---



Holmes Financing
  (NO. 9) plc

Notes to the
  Financial Statements for the year ended 31 December 2005

17. Parent undertaking
  and controlling party

The immediate parent
  of the Company is Holmes Holdings Limited a company incorporated in Great Britain
  and registered in England and Wales.

Wilmington Trust SP Services
  (London) Limited, a company incorporated in Great Britain and 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 Company meets the
  definition of a Special Purpose Entity as defined in and is therefore consolidated
  within the Abbey National plc group accounts.

The ultimate parent undertaking
  and controlling party of Abbey National plc is Banco Santander Central Hispano
  S.A., a company incorporated in Spain. Banco Santander Central Hispano, S.A.
  is the parent undertaking of the largest group of undertakings for which group
  accounts are drawn up and of which the company is a member. Abbey National plc
  is the controlling party of the smallest group of undertakings for which the
  group accounts are drawn up and of which the Company is a member.

Copies of all sets of
  group accounts, which include the results of the Company, are available from
  Abbey National Secretariat, Abbey National House, 2 Triton Square, Regents
  Place, London, NW1 3AN.

18. Explanation of
  transition to IFRSs

Holmes Financing (No.9)
  plchas chosen
  to prepare accounts in accordance with IFRSsfor
  the year ended 31 December 2005.

Up to 31 December 2004,
  the Company prepared its financial statements in accordance with UK Generally
  Accepted Accounting Principals (UK GAAP).

Key standards IAS 32
  Financial Instruments: Disclosure and Presentation, IAS 39 Financial
  Instruments: Recognition and Measurement and IFRS 7 Financial Instruments:
  Disclosures have been applied prospectively from 1 January 2005. All other
  standards are required to be applied retrospectively.

No reconciliation of
  profit attributable to shareholders, shareholders funds, income statement or
  balance sheet under IFRS for the year to 31 December 2004 has been presented
  as all applicable IFRS adjustments have only been applied prospectively.

15

---