**Exhibit  10.21**

**HOLMES  TRUSTEES LIMITED**

**REPORT  AND ACCOUNTS**

**FOR  THE YEAR ENDED 31 DECEMBER 2005**

**Registered  No. 3982431**

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**HOLMES TRUSTEES LIMITED**

**Report of the directors**

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

**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 mortgage loans secured on residential property in England, Scotland and Wales, interest and principal paid by borrowers on those loans, and allother 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 beneficialinterest 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.

As at 31 December 2005, the book value of residential mortgage loans that Abbey National Plc had assigned legal title to the Company was £28.6 billion (2003: £29.1billion).

On 8 December 2005 Holmes Funding Limited purchased a further share in the beneficial interest in the trust property from Abbey National plc of £3.8 billion (2003: £4.0billion). The purchase was financed by the issue of UK sterling, US Dollar and Euro denominated loan notes to the value of £3.8 billion by another group company, Holmes Financing (No 9) plc. 

No future changes in activity are envisaged. 

**Results and dividends**

There was no profit or loss for the year ended 31 December 2005 (2004: £nil) and therefore the Directors do not recommend the payment of a dividend (2004: £nil). 

**Directors and their interests**

The Directors who served throughout the year were: 

Mr D M Green    Mr M McDermott 

Wilmington Trust SP Services (London) Limited (formerly SPV Management Limited) 

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

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 HoldingsLimited 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, and its subsidiaries at any time during the year.

**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 FinancialReporting 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, income and expenses set out in the International AccountingStandards Board’s ‘Framework for the preparation and Presentation of Financial Statements’. 

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;                                                                                                    |
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| · | present      information, including accounting policies, in a manner that provides relevant,      reliable, comparable and understandable information; |

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**HOLMES TRUSTEES LIMITED**

| · | 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 |
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| · | 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. 

**Auditors**

In accordance with Section 386 of the Companies Act 1985, the Company has elected to dispense with the obligation to appoint auditors annually. Accordingly, Deloitte & Touche LLP aretherefore deemed to have been re-appointed as auditors of the Company. 

By Order of the Board

For and on behalf  of Abbey National  Secretariat Services Limited   Company Secretary   24 February 2006 

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

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**HOLMES TRUSTEES LIMITED**

**Independent Auditors’ Report to the members of Holmes Trustees Limited**

We have audited the individual  company financial statements (the “financial statements”) of Holmes  Trustees Limited for the year ended 31 December 2005, which comprise the balance  sheet and the related notes 1 to 6. 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 those 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 and International Standards on Auditing (UK and  Ireland). 

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  on the consistency of the directors' report 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 and other members of the group is not disclosed. 

We read other information  contained in the annual 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  and the group, 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 |
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| · | the financial      statements have been properly prepared in accordance with the Companies      Act 1985.                                                                                                    |

**Deloitte & Touche  LLP**Chartered Accountants  and Registered Auditors  London   24 February 2006 

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| **HOLMES TRUSTEES      LIMITED**                                               |      |   |     |   |     |   |
|--------------------------------------------------------------------------------|-----------|--------|----------|--------|----------|--------|
|                                                                           |      |   |     |   |     |   |
|                                                                           |      |   |     |   |     |   |
|                                                                           |      |   |     |   |     |   |
|                                                                           |      |   |     |   |     |   |
| **Balance      Sheet**                                                         |      |   |     |   |     |   |
| As at 31      December 2005                                                    |      |   |     |   |     |   |
|                                                                           |      |   |     |   |     |   |
|                                                                           |      |   |     |   |     |   |
|                                                                           | **Notes** |   | **2005** |   | **2004** |   |
|                                                                           |      |   | £  |   | £  |   |
|    **Non-current        assets**                                |      |   |     |   |     |   |
|                                                                           |      |   |     |   |     |   |
|    **Current        assets**                                    |      |   |     |   |     |   |
|    Cash      and cash equivalents                               | 3         |   | 2        |   | 2        |   |
|                                                                                |           |        |          |        |          |   |
|    **Net      assets**                                          |      |   | 2        |   | 2        |   |
|                                                                                |           |        |          |        |          |   |
|                                                                           |      |   |     |   |     |   |
|    **Equity**                                                   |      |   |     |   |     |   |
|    Share      capital                                           | 4         |   | 2        |   | 2        |   |
|                                                                                |           |        |          |        |          |   |
|    **Equity      attributable to equity holders of the parent** |      |   | 2        |   | 2        |   |
|                                                                                |           |        |          |        |          |   |

The Company acts solely as a trustee in respect of all assets registered in its name. It, therefore, has no beneficial interest in these assets and accordingly they are not shown in thisbalance sheet. The assets are passed to, and reported by, the ultimate beneficiaries. 

The financial statements 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**

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**HOLMES TRUSTEES LIMITED**

**Notes to the financial statements for the year ended 31 December 2005**

**1.** **Adoption of International Financial Reporting Standards (“IFRS”)**

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) for the first time. The adoption of IFRS has not resulted inany differences from the financial statements as reported under UK GAAP that require disclosure under IFRS1. 

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 otherotherwise stated. 

**Basis of preparation**

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs). The financial statements have been prepared under the historical costconvention, 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 inaccordance with IFRSs adopted for use in the European Union and therefore comply with Article 4 of the EU IAS Regulation. 

**Income and cash flow statements**

Income and cash flow statements have not been included in the financial statements because the Company has been dormant in the current and preceding year and no profits or losses and cashflows have occurred. 

**2. Profit from operations**

Directors' emoluments are borne by the parent company, Abbey National plc. No emoluments were paid to Directors by the Company during the year (2004: £nil) and it is not practicablefor the parent company to apportion Directors' emoluments. 

The Company has no employees (2004: none.) 

**3. Cash at bank and in hand**

The Company acts solely as a trustee in respect of all assets registered in its name. It, therefore, has no beneficial interest in these assets and accordingly they are not shown in thebalance sheet. The assets are passed to, and reported by, the ultimate beneficiaries. 

Included in these are 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. Interestearned on the deposits is distributed to the beneficial owners of the trust property. 

| At 31 December      2005 the amount held was £1,022,730,640 (2004: £917,870,000). |     |   |     |   |
|-----------------------------------------------------------------------------------------------|----------|--------|----------|--------|
|                                                                                          |     |   |     |   |
| During the      year £29,581,127 of interest was earned (2004: £25,549,000).      |     |   |     |   |
|                                                                                          |     |   |     |   |
| **4. Share capital**                                                                          |     |   |     |   |
|                                                                                          |     |   |     |   |
|                                                                                          | **2005** |   | **2004** |   |
|                                                                                          | £  |   | £  |   |
|    **Authorised:**                                                             |     |   |     |   |
|    100        ordinary shares of £1 each                                 | 100      |   | 100      |   |
|                                                                                               |          |        |          |   |
|                                                                                          |     |   |     |   |
|    **Issued        and fully paid:**                                           |     |   |     |   |
|    2        ordinary shares of £1 each                                   | 2        |   | 2        |   |
|                                                                                               |          |        |          |   |
|                                                                                          |     |   |     |   |
| **5.        Related party transactions**                                                      |     |   |     |   |

There were no related party transactions during the year, or existing at the balance sheet date, with key management personnel of the Company. 

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**HOLMES TRUSTEES LIMITED**

**Notes to the financial statements for the year ended 31 December 2005**

**6. Parent undertaking and controlling party**

Wilmington Trust SP Services (London) Limited (formerly SPV Management Limited), a company incorporated in Great Britain and registered in England and Wales, holds all of the shares inthe Company (one jointly with M McDermott as nominee) as trustee under a discretionary charitable trust, dated 17 February 1999, for the benefit of nurses employed in the United Kingdom and for a charitable purposes. 

The administration, operations, accounting and financial reporting functions of the Company are performed by Abbey National plc, which is incorporated in Great Britain and registered inEngland and Wales. During the year, Abbey National plc has delegated administration and servicing functions in respect of the loans on behalf of the mortgages’ trustee and the beneficiaries to a service provider. 

The Company’s ultimate parent undertaking and controlling party is Banco Santander Central Hispano, S.A., a company incorporated in Spain. Banco Santander Central Hispano, S.A. isthe parent undertaking of the largest group of undertakings for which 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 Secretariat, Abbey National House, 2 Triton Square, Regent’s Place, London,NW1 3AN. 

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