EXHIBIT
  10.21

HOLMES
  TRUSTEES LIMITED

REPORT
  AND ACCOUNTS

FOR
  THE YEAR ENDED 31 DECEMBER 2004

Registered
  No. 3982431

Report of the directors

The Directors submit
  their report together with the accounts for the year to 31 December 2004.

1.  Principal
  activity 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 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.

As at 31 December
  2004, the book value of residential mortgage loans that Abbey National Plc had
  assigned legal title to the Company was £29.1 billion (2003: £23.2
  billion).

On 1 April 2004
  Holmes Funding Limited purchased a further share in the beneficial interest
  in the trust property from Abbey National plc of £4.0 billion (2003: £2.4
  billion). The purchase was financed by the issue of UK sterling, US Dollar and
  Euro denominated loan notes to the value of £4.0 billion by another group
  company, Holmes Financing (No 8) plc.

No future changes in
  activity are envisaged.

2.  Results
  and dividends

All income and expenditure
  relating to the assets held on trust by the Company is distributed to the beneficial
  owners of the trust property, therefore the Company has no profit and loss in
  either the current or prior year.

The Directors do not
  recommend the payment of a dividend (2003: £nil).

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3.  Directors
  and their interests

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

M McDermott
  D M Green
  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 M McDermott jointly held the other share.

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. M. McDermott is also a Director of SPV Management 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.

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 2004. 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.  Going concern

The Directors confirm
  that they are satisfied that Holmes Trustees Limited 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.

6.  Auditors

The Company has elected
  to dispense with the obligation to appoint auditors annually and, accordingly,
  Deloitte & Touche LLP will be the auditors of the Company for the forthcoming
  financial year under the provisions of section 386(2) of the Companies Act 1985.

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|By
    order of the Board                        | 
|------------------------------------------------ | 
|                                                 | 
|/s/ Karen Carson                                 | 
|For and behalf
    of                            | 
|Abbey National
    Secretariat Services Limited, | 
|Secretary                                        | 
|17 June 2005.                                    | 
|                                                 | 
|Registered Office:                               | 
|                                                 | 
|Abbey National
    House                         | 
|2 Triton Square,                                 | 
|Regents
    Place,                              | 
|London,                                          | 
|NW1 3AN.                                         | 



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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 2004, which comprise the balance sheet and the related notes 1 to 8. These financial statements have been prepared under the accounting policies set out therein.

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 2004 and of its
result for the year then ended and have been properly prepared in accordance
with the Companies Act 1985.

/s/ Deloitte &
  Touche LLPDeloitte & Touche LLPChartered Accountants and Registered Auditors
  London, England
  17 June 2005.

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Balance Sheet 
  As at 31 December 2004

|                                    |      |  |      |  |      | 
|----------------------------------- | ---- |  | ---- |  | ---- | 
|                                    | Note |  | 2004 |  | 2003 | 
|                                    |      |  | £    |  | £    | 
|                                    |      |  |      |  |      | 
|CURRENT ASSETS                      |      |  |      |  |      | 
|Cash at bank and in hand            | 3    |  | 2    |  | 2    | 
|                                    |      |  |      |  |      | 
|NET CURRENT ASSETS AND TOTAL ASSETS |      |  |      |  |      | 
|LESS CURRENT LIABILITIES            |      |  | 2    |  | 2    | 
|                                    |      |  |      |  |      | 
|CAPITAL AND RESERVES                |      |  |      |  |      | 
|Called-up share capital             | 4    |  | 2    |  | 2    | 
|                                    |      |  |      |  |      | 
|EQUITY SHAREHOLDERS' FUNDS          | 5    |  | 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 this balance sheet. The assets are passed to, and reported by, the ultimate beneficiaries.

The Company had no significant financial transactions during the current or previous financial year, and accordingly neither a profit and loss account nor a statement of total recognised gains and losses has been prepared.

The financial statements on page 4 to 6 were approved by the Board of Directors on 2005.

Signed on behalf of the Board of Directors



Director.

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NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004

1. Accounting
Policies

Basis of AccountingThe 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. Employee
        numbers, directors emoluments and
auditors remuneration

The Company has no employees
(2003  nil).

No emoluments were paid
  to the Directors by the Company during the year (2003 - £nil).

All administrative expenses in the current and prior
      year (including auditors remuneration) were paid for, and borne, by Holmes
      Funding Limited and Abbey National Plc. Because of this, no expenses are shown
    in the Company.

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 the balance 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. Interest earned on the deposits is distributed to the beneficial owners of the trust property.

At 31 December 2004 the amount held was £917,870,000 (2003 - £713,031,000).

During the year £25,549,000 of interest was earned (2003 - £16,771,000).

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4.  Share
capital

|                                    |      |  |      | 
|----------------------------------- | ---- |  | ---- | 
|                                    | 2004 |  | 2003 | 
|                                    | £    |  | £    | 
|                                    |      |  |      | 
|Authorised:                         |      |  |      | 
|100 Ordinary shares
    of £1 each  | 100  |  | 100  | 
|Allotted, called up and fully paid: |      |  |      | 
|2 Ordinary shares of £1
    each    | 2    |  | 2    | 

5.  Reconciliation
        of movements in shareholders'
funds

|                            |      |  |      | 
|--------------------------- | ---- |  | ---- | 
|                            | 2004 |  | 2003 | 
|                            | £    |  | £    | 
|                            |      |  |      | 
|Opening shareholders' funds | 2    |  | 2    | 
|                            |      |  |      | 
|Closing shareholders' funds | 2    |  | 2    | 
|                            |      |  |      | 

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.

6. Capital
commitments and contingent liabilities

There were no outstanding capital commitments or
contingent liabilities at 31 December 2004 and 2003.

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 incorporated in Great Britain and registered in England
    and Wales, which prepares the only accounts into which the Company is consolidated.
    SPV Management 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 administration, operations, accounting and financial reporting functions of the Company are performed by Abbey National plc, which is incorporated in Great Britain and registered in England and Wales. During the year 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.

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