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.



By order of the Board

/s/ Karen Carson
  For and behalf ofAbbey National Secretariat Services Limited, Secretary17 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).

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    | 
|                                          |      |  |      | 

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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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