UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2008
		For the fiscal year ended December 31, 2009
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transaction period from __________ to _________

Commission file number 333-139944

Holmes Master Issuer PLC	Holmes Funding Limited	Abbey National PLC
HOLMES MASTER ISSUER PLC	HOLMES FUNDING LIMITED	SANTANDER UK PLC
(Exact name of issuing entity as specified in its charter)	(Exact name of depositary as specified in its charter)	(Exact name of sponsor as specified in its charter)
United Kingdom	United Kingdom	United Kingdom
	(Jurisdiction of Incorporation or Organization)
Abbey National House 2 Triton Square Regent’s Place London NW1 3AN United Kingdom (011-44-20) 7756 6302/5	Abbey National House 2 Triton Square Regent’s Place London NW1 3AN United Kingdom (011-44-20) 7756 6302/5	Abbey National House 2 Triton Square Regent’s Place London NW1 3AN United Kingdom (011-44-20) 7756 6302/5
2 Triton Square Regent’s Place London NW1 3AN United Kingdom (011-44-20) 7756 6302/5	2 Triton Square Regent’s Place London NW1 3AN United Kingdom (011-44-20) 7756 6302/5	2 Triton Square Regent’s Place London NW1 3AN United Kingdom (011-44-20) 7756 6302/5
	(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.		Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act.		Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.
		Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~Not applicable.~~ o

Not applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o	Accelerated filer o		Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
			Yes o No þ

Large accelerated filer o Accelerated filer o Non-accelerated filer þ


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).		Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

None.

PART I

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 1. Business.

Item 1A. Risk Factors.

Item 2. Properties.

Item 3. Legal Proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

Item 1B. Unresolved Staff Comments

None.

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 6. Selected Financial Data.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Holmes Master Issuer

The following sets out the names, ages, business addresses and business occupations of the directors of Holmes Master Issuer as of December 31, ~~2008~~2009. Each director has served as a director of the Holmes Master Issuer since its formation, except Mark Filer who has served since December 14, 2007. Sunil Masson has served as an alternate director to Ruth Samson since November 5, 2007.

Name	Business address	Business occupation	Age	Term of office
Martin McDermott	Fifth Floor 6 Broad Street Place London EC2M 7JH	Executive Director of Wilmington Trust SP Services (London) Limited	4647	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
Wilmington Trust SP Services (London) Limited	Fifth Floor 6 Broad Street Place London EC2M 7JH	Management of Special Purpose Companies	—	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
Ruth Samson	Fifth Floor 6 Broad Street Place London EC2M 7JH	Solicitor	3637	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
David Green	~~Abbey National House~~ 2 Triton Square Regent’s Place London NW1 3AN	Finance Director, Banking ~~Entities~~	5354	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
Mark Filer	Fifth Floor 6 Broad Street Place London EC2M 7JH	Executive Director of Wilmington Trust SP Services (London) Limited	42	Indefinite, subject to resignation or disqualification under the Companies Act of 1985

~~Mark~~Santander ~~Filer~~UK ~~Fifth~~plc, ~~Floor~~the 6sponsor ~~Broad~~of ~~Street~~the ~~Place~~Holmes ~~London~~Master ~~EC2M~~Issuer ~~7JH~~programme, ~~Executive~~has ~~Director~~caused ofDavid ~~Wilmington~~Green, ~~Trusts~~an ~~Services~~employee ~~(London)~~of ~~Limited~~Santander 41UK ~~Indefinite~~plc, ~~subject~~ to ~~resignation~~be ora ~~disqualification~~director ~~under~~of ~~the~~Holmes ~~Companies~~Master ~~Act~~Issuer ofplc. ~~1985~~David Green does not receive any compensation for acting as director.

~~Abbey~~The ~~National~~directors’ ~~plc,~~(other ~~the~~than ~~sponsor of the Holmes Master Issuer programme, has caused~~ David Green,’s) anprincipal ~~employee~~activities ofinclude ~~Abbey~~the ~~National~~provision ~~plc,~~of todirectors beand acorporate ~~director~~management ofservices ~~Holmes~~to ~~Master~~structured ~~Issuer~~finance ~~plc.~~transactions ~~David~~employees ~~Green~~of ~~does~~Wilmington ~~not~~Trust ~~receive~~SP ~~any~~Services ~~compensation~~(London) ~~for acting as director~~Limited.

The ~~directors’~~company ~~(other~~secretary ~~than David Green’s) principal activities include the provision~~ of ~~directors~~Holmes ~~and~~Master ~~corporate~~Issuer ~~management services to structured finance transactions as directors on the board of Wilmington Trust SP Services (London) Limited.~~is:

~~The~~Abbey ~~company~~National ~~secretary~~Nominees ~~of Holmes Master Issuer is:~~Limited

~~Abbey~~2 ~~National~~Triton ~~Secretariat Services Limited~~Square

~~Abbey~~Regent’s ~~National House~~Place

2London ~~Triton~~NW1 ~~Square~~3AN

~~Regent’s~~In ~~Place~~accordance with the issuing entity Corporate Services Agreement (as defined below), Wilmington Trust SP Services (London) Limited provides the directors of Holmes Master Issuer a registered and administrative office, the service of a company secretary, the arrangement of meetings of directors and shareholders and the procurement of book-keeping services and preparation of accounts. No other remuneration is paid by Holmes Master Issuer to or in respect of any director or officer of Holmes Master Issuer for acting as such.

~~London~~Holmes ~~NW1~~Master ~~3AN~~Issuer has no employees.

~~In accordance with the issuing entity Corporate Services Agreement (as defined below), Wilmington Trust SP Services (London) Limited provides the directors of~~ Holmes ~~Master~~Funding Issuer a registered and administrative office, the service of a company secretary, the arrangement of meetings of directors and shareholders and the procurement of book-keeping services and preparation of accounts. No other remuneration is paid by Holmes Master Issuer to or in respect of any director or officer of Holmes Master Issuer for acting as such.Limited

The following table sets out the directors of Holmes ~~Master~~Funding ~~Issuer~~Limited and their respective business addresses and occupations as of December 31, 2009. Sunil Masson has noserved ~~employees~~as an alternate director to Ruth Samson since November 5, 2007.

Holmes Funding Limited

Name	Business address	Business occupation	Age	Term of office


Martin McDermott	Fifth Floor 6 Broad Street Place London EC2M 7JH	Executive Director of Wilmington Trust SP Services (London) Limited	47	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
Wilmington Trust SP Services (London) Limited	Fifth Floor 6 Broad Street Place London EC2M 7JH	Management of Special Purpose Companies	—	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
Ruth Samson	Fifth Floor 6 Broad Street Place London EC2M 7JH	Solicitor	37	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
David Green	2 Triton Square Regent’s Place London NW1 3AN	Finance Director, Banking	54	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
Mark Filer	Fifth Floor 6 Broad Street Place London EC2M 7JH	Executive Director of Wilmington Trust SP Services (London) Limited	42	Indefinite, subject to resignation or disqualification under the Companies Act of 1985

~~The~~David ~~following~~Green ~~table~~is ~~sets~~an ~~out~~employee ~~the~~of ~~directors~~Santander ofUK plc. There are no other potential conflicts between any duties owed to Holmes Funding Limited ~~and~~by ~~their~~the ~~respective~~persons ~~business~~referred ~~addresses~~to above and ~~occupations~~their asprivate ofinterests ~~December~~and ~~31,~~or ~~2008~~other duties.

Name	Business address	Business occupation	Age	Term of office
Martin McDermott	Fifth Floor 6 Broad Street Place London EC2M 7JH	Executive Director of Wilmington Trust SP Services (London) Limited	46	Indefinite, subject to resignation or disqualification under the Companies Act of 1985

The company secretary of Holmes Funding Limited is:

Wilmington Trust SP Services (London) Limited	Fifth Floor 6 Broad Street Place London EC2M 7JH	Management of Special Purpose Companies	—	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
Ruth Samson	Fifth Floor 6 Broad Street Place London EC2M 7JH	Solicitor	36	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
David Green	Abbey National House 2 Triton Square Regent’s Place London NW1 3AN	Finance Director, Banking Entities	53	Indefinite, subject to resignation or disqualification under the Companies Act of 1985
Mark Filer	Fifth Floor 6 Broad Street Place London EC2M 7JH	Executive Director of Wilmington Trusts Services (London) Limited	41	Indefinite, subject to resignation or disqualification under the Companies Act of 1985

Abbey National Nominees Limited

~~David~~2 ~~Green~~Triton is an employee of Abbey National plc. There are no other potential conflicts between any duties owed to Holmes Funding Limited by the persons referred to above and their private interests and or other duties.Square

~~The~~Regent’s ~~company secretary of Holmes Funding Limited is:~~Place

~~Abbey~~London ~~National~~NW1 ~~Secretariat Services Limited~~3AN

~~Abbey~~In ~~National~~accordance ~~House~~with the Corporate Services Agreement, Wilmington Trust SP Services (London) Limited provides the directors of Holmes Funding Limited a registered and administrative office, the service of a company secretary, the arrangement of meetings of directors and shareholders and the procurement of book-keeping services and preparation of accounts. No other remuneration is paid by Holmes Funding Limited to or in respect of any director or officer of Holmes Master Issuer for acting as such.

2The ~~Triton~~directors ~~Square~~of Wilmington Trust SP Services (London) Limited and their principal activities as of December 31, 2009 are as follows:

~~Regent’s~~Name ~~Place~~Function Principal Activities Martin McDermott Executive Director Company Director Mark Filer Executive Director Company Director Nicolas Patch Executive Director Company Director William Farrell II Non-Executive Deputy Chairman Banker John Beeson Non-Executive Director Banker Jean-Christophe Schroeder Managing Director Company Director

The company secretary of Wilmington Trust SP Services (London) ~~NW1~~Limited ~~3AN~~is Wilmington Trust (UK) Limited.

InItem accordance with the Corporate Services Agreement, Wilmington Trust SP Services (London) Limited provides the directors of Holmes Funding Limited a registered and administrative office, the service of a company secretary, the arrangement of meetings of directors and shareholders and the procurement of book-keeping services and preparation of accounts11. Executive ~~No other remuneration is paid by Holmes Funding Limited to or in respect of any director or officer of Holmes Master Issuer for acting as such.~~Compensation

In accordance with the agreement (the “Corporate Services Agreement”) entered on 26 July 2000 between the Wilmington Trust SP Services (London) Limited, Holmes Holdings Limited, Holmes Financing (No. 1) PLC, Holmes Funding Limited, Holmes Trustees Limited, PECOH Limited, Abbey National plc (now Santander UK plc) and The ~~directors~~Bank of New York, Wilmington Trust SP Services (London) Limited provides corporate services to, among others, Wilmington Trust SP Services (London) Limited provides the directors of Holmes Master Issuer and ~~their~~Holmes ~~principal~~Funding ~~activities~~Limited asa registered and administrative office, the service of ~~December~~a 31company secretary, ~~2008~~the ~~are~~arrangement of meetings of directors and shareholders and the procurement of book-keeping services and preparation of accounts. No other remuneration is paid by either Holmes Master Issuer to or in respect of any director or officer of Holmes Master Issuer for acting as ~~follows:~~such.

~~Name~~Item ~~Function~~12. Security ~~Principal~~Ownership ~~Activities~~of ~~Martin~~Certain ~~McDermott~~Beneficial ~~Managing~~Owners ~~Director/Chief~~and ~~Executive~~Management ~~Company~~and ~~Director~~Related ~~Mark~~Stockholder Filer Executive Director Company Director Nicolas Patch Executive Director Company Director William Farrell II Non-Executive Deputy Chairman Banker John Beeson Non-Executive Director Banker Jean-Christophe Schroeder Company Director Company DirectorMatters.

~~The~~Holmes ~~company~~Master ~~secretary of Wilmington Trust SP Services (London) Limited is Clifford Chance Secretaries (CCA) Limited.~~Issuer

~~Item~~All ~~11.~~the ~~Executive~~shares ~~Compensation~~Holmes Master Issuer’s outstanding share capital are beneficially owned by Holmes Holdings Limited.

~~In accordance with the agreement (the “Corporate Services Agreement”) entered on 26 July 2000 between the Wilmington Trust SP Services (London) Limited,~~ Holmes ~~Holdings Limited, Holmes Financing (No. 1) PLC, Holmes~~ Funding Limited, Holmes Trustees Limited, PECOH Limited, Abbey National plc and The Bank of New York, Wilmington Trust SP Services (London) Limited provides corporate services to, among others, Wilmington Trust SP Services (London) Limited provides the directors of Holmes Master Issuer and Holmes Funding Limited a registered and administrative office, the service of a company secretary, the arrangement of meetings of directors and shareholders and the procurement of book-keeping services and preparation of accounts. No other remuneration is paid by either Holmes Master Issuer to or in respect of any director or officer of Holmes Master Issuer for acting as such.

~~Item~~All ~~12.~~the ~~Security~~shares ~~Ownership~~Holmes ofFunding ~~Certain~~Limited’s ~~Beneficial~~outstanding ~~Owners~~share ~~and~~capital ~~Management~~are ~~and~~beneficially ~~Related~~owned ~~Stockholder~~by ~~Matters~~Holmes Holdings Limited.

~~Holmes~~Item ~~Master~~13. Certain ~~Issuer~~Relationships and Related Transactions, and Director Independence

~~All~~Holmes ~~the~~Master ~~shares~~Issuer plc and Holmes Funding Limited, which are special purpose companies, are controlled by their respective boards of directors, which each consists of five directors and an alternate director. Four of the directors and the alternate director for Holmes Master Issuer’s ~~outstanding~~plc ~~share~~and ~~capital~~Holmes ~~are~~Funding ~~beneficially~~Limited ~~owned~~are provided by Wilmington Trust SP Services (London) Limited, the principal activity of which is providing directors and corporate management for special purpose companies. The fifth director of each of Holmes ~~Holdings~~Master Issuer and Holmes Funding Limited is an employee of Santander UK plc. Holmes Master Issuer and Holmes Funding Limited pay a corporate services fee pursuant to a Corporate Services Agreement to Wilmington Trust SP Services (London) Limited in connection with its provision of corporate management services. The fees payable to these directors for providing their services are immaterial in the context of this Annual Report.

Santander UK plc, which is the sponsor of the Holmes Master Issuer programme, provides the services of (a) cash manager to Holmes Funding Limited, (b) cash manager to Holmes Master Issuer plc, (c) account bank to Holmes Funding Limited and (d) sterling account bank to Holmes Master Issuer plc. Abbey National Treasury Services plc (trading as Santander Global Banking & Markets), a wholly owned subsidiary of Santander UK plc, serves as swap provider to Holmes Funding Limited and may act as an issuing entity swap provider in relation to a series and class (or sub-class) of issuing entity notes. In connection with the provision of these services, Holmes Master Issuer plc and Holmes Funding Limited paid Santander UK plc, $202,500 and $202,500, respectively, during the fiscal year ended December 31, 2009 (determined using an exchange rate of $1.62 = £1.00 as at December 31, 2009). Although David Green, who serves on the board of directors of Holmes Master Issuer and Holmes Funding Limited, is an employee of Santander UK plc, Santander UK plc does not own any share capital of Holmes Master Issuer or Holmes Funding Limited.

~~All~~Item ~~the~~14. Principal ~~shares~~Accountant ofFees ~~Holmes~~and ~~Funding Limited’s outstanding share capital are beneficially owned by Holmes Holdings Limited~~Services.

~~Item~~Omitted ~~13.~~in ~~Certain~~accordance ~~Relationships~~with ~~and~~General ~~Related~~Instruction ~~Transactions,~~J ~~and~~to ~~Director~~Form ~~Independence~~10-K.

~~Holmes~~ADDITIONAL Master Issuer and Holmes Funding Limited, which are special purpose companies, are controlled by their respective boards of directors, which each consists of four directors. Three of the Holmes Master Issuer’s and Holmes Funding Limited’s four directors are provided by Wilmington Trust SP Services (London) Limited, the principal activity of which is providing directors and corporate management for special purpose companies. The fourth director of each of Holmes Master Issuer and Holmes Funding Limited is an employee of Abbey National plc. Holmes Master Issuer and Holmes Funding Limited pay a corporate services fee pursuant to a Corporate Services Agreement to Wilmington Trust SP Services INFORMATION

Item 1112(~~London~~b) ~~Limited in connection with its provision~~ of ~~corporate~~Regulation ~~management services~~AB. Financial ~~The~~Information ~~fees payable to these directors for providing their services are immaterial in the context~~ of ~~this~~Significant ~~Annual Report~~Obligors.

~~Abbey~~There ~~National~~are ~~plc,~~no ~~which~~significant is the sponsor of the Holmes Master Issuer programme, provides the services of (a) cash manager to Holmes Funding Limited, (b) cash manager to Holmes Master Issuer, (c) account bank to Holmes Funding Limited and (d) sterling account bank to Holmes Master Issuerobligors. Abbey National Treasury Services plc (trading as Abbey Financial Markets), a wholly owned subsidiary of Abbey, serves as swap provider to Holmes Funding Limited and may act as an issuing entity swap provider in relation to a series and class (or sub-class) of issuing entity notes. In connection with the provision of these services, Holmes Master Issuer plc and Holmes Funding Limited paid Abbey, $171,256.25 and $171,256.25, respectively, during the fiscal year ended December 31, 2008 (determined using an exchange rate of $1.4575 = £1.00 as at December 31, 2008). Although David Green, who serves on the board of directors of Holmes Master Issuer and Holmes Funding Limited, is an employee of Abbey, Abbey does not own any share capital of Holmes Master Issuer or Holmes Funding Limited.

Item 141115(b)(2) of Regulation AB. Financial ~~Principal~~Information ~~Accountant~~of ~~Fees~~Certain ~~and~~Entities ~~Services~~Providing Derivative Instruments.

~~Omitted~~The ininformation ~~accordance~~required by Item 1115(b)(2) of Regulation AB with ~~General~~respect ~~Instruction~~to JCredit Suisse Group, the issuer swap provider with respect to the Series 1 2007-1 notes, is incorporated herein by reference to the consolidated financial statements of Credit Suisse Group and subsidiaries as of December 31, 2009 and December 31, 2008, and for each of the years in the three-year period ended December 31, 2008, which are included in the Annual Report on Form 1020-KF of Credit Suisse, which was filed with the Securities and Exchange Commission on March 26, 2010 (Securities and Exchange Commission File No. 001-15244).

~~ADDITIONAL~~The ~~INFORMATION~~information required by Item 1115(b)(2) of Regulation AB with respect to UBS AG, the issuer swap provider with respect to the Series 2 2007-1 notes, is incorporated herein by reference to the consolidated financial statements of UBS AG and subsidiaries as of December 31, 2009 and December 31, 2008, and for each of the years in the three-year period ended December 31, 2009, which are included in the Annual Report on Form 20-F of UBS AG, which was filed with the Securities and Exchange Commission on March 15, 2009 (Securities and Exchange Commission File No. 001-15060).

The information required by Item ~~1112~~1115(b)(2) of Regulation AB~~. Financial~~ ~~Information~~with respect to Deutsche Bank Aktiengesellschaft (“Deutsche Bank”), the issuer swap provider with respect to the Series 3 2007-1 notes, is incorporated herein by reference to the consolidated financial statements of ~~Significant~~Deutsche ~~Obligors~~Bank and subsidiaries as of December 31, 2009 and December 31, 2008, and for each of the years in the three-year period ended December 31, 2009, which are included in the Annual Report on Form 20-F of Deutsche Bank, which was filed with the Securities and Exchange Commission on March 16, 2009 (Securities and Exchange Commission File No. 001-15242).

~~There~~The information required by Item 1115(b)(2) of Regulation AB with respect to HSBC USA Inc., the issuer swap provider with respect to the Series 4 2007-1 notes, is incorporated herein by reference to the consolidated financial statements of HSBC USA, Inc. and subsidiaries as of December 31, 2009 and December 31, 2008, and for each of the years in the three-year period ended December 31, 2009, which are noincluded ~~significant~~in ~~obligors~~the Annual Report on Form 10-K of HSBC USA Inc., which was filed with the Securities and Exchange Commission on March 1, 2010 (Securities and Exchange Commission File No. 001-7436).

The information required by Item 1115(b)(2) of Regulation AB~~. Financial~~ ~~Information~~with ofrespect ~~Certain~~to ~~Entities~~ML ~~Providing~~MBS ~~Derivative~~Services ~~Instruments~~Limited, the issuer swap provider with respect to the 2007-2 notes, is attached as Exhibit 99.1 hereto.

~~The information required by~~ Item ~~1115(b)(2)~~1117 of Regulation AB with respect to Credit Suisse Group, the issuer swap provider with respect to the Series 1 2007-1 notes, is incorporated herein by reference to the consolidated financial statements of Credit Suisse Group and subsidiaries as of December 31, 2008 and December 31, 2007, and for each of the years in the three-year period ended December 31, 2008, which are included in the Annual Report on Form 20-F of Credit Suisse, which was filed with the Securities and Exchange Commission on March 24, 2009 (Securities and Exchange Commission File No. Legal ~~001-15244)~~Proceedings.

The information required by Item 1115(b)(2) of Regulation AB with respect to UBS AG, the issuer swap provider with respect to the Series 2 2007-1 notes, is incorporated herein by reference to the consolidated financial statements of UBS AG and subsidiaries as of December 31, 2008 and December 31, 2007, and for each of the years in the three-year period ended December 31, 2008, which are included in the Annual Report on Form 20-F of UBS AG, which was filed with the Securities and Exchange Commission on March 11, 2009 (Securities and Exchange Commission File NoNone. ~~001-15060).~~

~~The information required by~~ Item ~~1115(b)(2)~~1119 of Regulation AB. Affiliations with respect to Deutsche Bank Aktiengesellschaft (“Deutsche Bank”), the issuer swap provider with respect to the Series 3 2007-1 notes, is incorporated herein by reference to the consolidated financial statements of Deutsche Bank and ~~subsidiaries~~Certain asRelationships ~~of December 31, 2008~~ and ~~December~~Related 31, 2007, and for each of the years in the three-year period ended December 31, 2008, which are included in the Annual Report on Form 20-F of Deutsche Bank, which was filed with the Securities and Exchange Commission on March 24, 2009 (Securities and Exchange Commission File NoTransactions. ~~001-15242).~~

~~The~~Santander ~~information~~UK ~~required~~plc byis ~~Item~~the ~~1115(b)(2)~~sponsor of ~~Regulation~~the ABHolmes ~~with~~Master ~~respect~~Issuer toprogramme. ~~HSBC~~In ~~USA Inc.~~addition, Santander UK plc has several other roles in the ~~issuer~~programme. ~~swap~~Santander ~~provider~~UK ~~with~~plc ~~respect~~is tothe originator of the ~~Series~~loans. 4Santander ~~2007-1~~UK ~~notes,~~plc is ~~incorporated~~the ~~herein~~only byseller ~~reference~~of loans to the ~~consolidated~~mortgages ~~financial~~trustee ~~statements~~and is the servicer of ~~HSBC~~all ~~USA,~~of ~~Inc~~the loans. ~~and~~Santander ~~subsidiaries~~UK asplc also provides the services of ~~December~~(a) ~~31,~~cash ~~2008~~manager ~~and~~to ~~December~~the ~~31,~~mortgages ~~2007,~~trustee and ~~for~~Funding, ~~each~~(b) ofissuing ~~the~~entity ~~years~~cash inmanager, (c) account bank to the ~~three-year~~mortgages ~~period~~trustee ~~ended~~and ~~December~~Funding ~~31,~~and ~~2008,~~(d) ~~which~~sterling ~~are~~account ~~included~~bank into the ~~Annual~~issuing ~~Report~~entity. onAbbey ~~Form~~National ~~10-K~~Treasury ofServices ~~HSBC~~plc ~~USA~~(trading ~~Inc.~~as Santander Global Banking & Markets), ~~which~~a ~~was~~wholly ~~filed~~owned ~~with~~subsidiary of Santander UK plc, is the ~~Securities~~Funding swap provider and ~~Exchange~~may ~~Commission~~act onas ~~March~~a 2,Holmes ~~2009~~Master ~~(Securities~~Issuer’s ~~and~~swap ~~Exchange~~provider ~~Commission~~in ~~File~~relation ~~No.~~to ~~001~~a series and class (or sub-~~7436~~class) of the Holmes Master Issuer’s notes.

~~The~~Except ~~information~~as ~~required~~described byin ~~Item~~the ~~1115(b)(2)~~preceding ofparagraph, ~~Regulation~~there ABare ~~with~~no ~~respect~~other toaffiliations MLor ~~MBS~~relationships ~~Services~~or ~~Limited,~~related ~~the~~transactions ~~issuer~~involving ~~swap~~the ~~provider~~transaction ~~with~~parties ~~respect~~under to the ~~2007-2~~Holmes ~~notes,~~Master isIssuer ~~attached as Exhibit 99~~programme.~~1 hereto.~~

Item ~~1117~~1122 of Regulation AB. ~~Legal~~ Compliance ~~Proceedings~~with Applicable Servicing Criteria.

~~None~~See Exhibits 33 and 34 to this Form 10-K.

~~Item~~Santander ~~1119~~UK ofplc ~~Regulation~~(the ~~AB. Affiliations~~“Servicer”) ~~and~~has ~~Certain~~complied, ~~Relationships~~in ~~and~~all ~~Related~~material ~~Transactions.~~respects, with the Applicable Servicing Criteria, except for certain instances of noncompliance described below:

~~Abbey~~1122(d)(3)(i)(B), is1122(d)(3)(i)(D), ~~the~~1122(d)(4)(iv) ~~sponsor~~and of1122(d)(4)(v)- As ~~the~~reported in Holmes Master Issuer ~~programme.~~plc’s InForm ~~addition,~~10-D ~~Abbey~~for ~~has~~the ~~several~~period ~~other~~9 ~~roles~~January in2009 ~~the~~to ~~programme.~~9 ~~Abbey~~February is2009 (the ~~originator~~“February of10-D”) ~~the~~filed ~~loans.~~on ~~Abbey~~9 isMarch 2009, the ~~only~~Servicer ~~seller~~began ofwork ~~loans~~during toFebruary ~~the~~2009 ~~mortgages~~to ~~trustee~~review ~~and is~~ the ~~servicer~~approach ofto ~~all~~integrate ofre-valuation ~~the~~data ~~loans.~~into ~~Abbey also provides~~ the ~~services~~reporting of ~~(a)~~indexed ~~cash manager~~ loan-to-values in the ~~mortgages~~Servicer’s ~~trustee~~mortgage-backed ~~and~~securities ~~Funding,~~reporting. ~~(b)~~It ~~issuing~~was ~~entity~~discovered ~~cash~~that ~~manager,~~due ~~(c) account bank~~ to ~~the~~steps ~~mortgages~~omitted ~~trustee~~in ~~and~~generating ~~Funding~~monthly ~~and~~investor ~~(d)~~reports, ~~sterling~~indexed ~~account~~property ~~bank~~values toused in the ~~issuing~~August ~~entity.~~2008 ~~Abbey~~report ~~National~~were ~~Treasury~~not ~~Services~~indexed ~~plc~~further ~~(trading~~in assubsequent ~~Abbey~~reporting. ~~Financial~~As ~~Markets),~~ a ~~wholly owned subsidiary of Abbey~~result, is the ~~Funding~~indexed ~~swap~~loan-to-value ~~provider~~figures ~~and~~detailed ~~may~~in ~~act~~original asreports afrom ~~Holmes~~September ~~Master~~2008 ~~Issuer’s~~through ~~swap provider in relation~~ to aJanuary ~~series~~2009 ~~and~~were ~~class~~incorrect. These ~~(or~~figures ~~sub-class)~~were ofcorrected in the ~~Holmes~~February ~~Master~~2009 ~~Issuer’s notes~~10-D.

~~Except~~The asvalue ~~described~~of transaction postings to Holmes Funding Limited were incorrectly calculated in August 2008. Amounts that should have been treated as repayments of the ~~preceding~~principal ~~paragraph~~balance owed were instead treated as-if interest income. As Holmes Funding Limited was fully funded in October 2008, there ~~are~~was no ~~other~~need ~~affiliations~~to orpass ~~relationships~~this orcash ~~related~~into ~~transactions~~Holmes ~~involving~~Funding Limited. The funds have been retained within Holmes Funding Limited. The error was detected in February 2009 during the ~~transaction~~same ~~parties~~review ~~under~~noted above. Journal postings have been undertaken to correct statements of principal, interest, and obligor’s unpaid principal balance in the ~~Holmes~~investor ~~Master~~report ~~Issuer~~filed ~~programme~~in April 2009 and all investor reports filed thereafter. Checks and controls have been implemented to prevent a recurrence of this error.

Item ~~1122~~1123 of Regulation AB. Servicer Compliance ~~with Applicable Servicing Criteria~~Statement.

See ~~Exhibits~~Exhibit 3335 ~~and 34~~ to this Form 10-K.

~~Abbey~~PART ~~National plc (the “Servicer”) has complied, in all material respects, with the Applicable Servicing Criteria, except for certain instances of noncompliance described below:~~IV

~~1122(d)(3)(i)(B),~~Item ~~1122(d)(3)(i)(D),~~15. Exhibits ~~1122(d)(4)(iv)~~ and ~~1122(d)(4)(v)- As~~Financial ~~reported~~Statement in Holmes Master Issuer plc’s Form 10-D for the period 9 January 2009 to 9 February 2009 (the “February 10-D”) filed on 9 March 2009, the Servicer began work during February 2009 to review the approach to integrate re-valuation data into the reporting of indexed loan-to-values in the Servicer’s mortgage-backed securities reportingSchedules. It was discovered that due to steps omitted in generating monthly investor reports, indexed property values used in the August report were not indexed further in subsequent reporting. As a result, the indexed loan-to-value figures detailed in original reports from September 2008 through to December 2008 were incorrect. These figures were corrected in the February 10-D.

~~The~~(a) ~~value~~(1) ofFinancial transaction postings to Holmes Funding were incorrectly calculated in August 2008. Amounts that should have been treated as repayments of the principal balance owed were instead treated as-if interest income. As Holmes Funding was fully funded in October 2008, there was no need to pass this cash into Holmes Funding. The funds have been retained within Holmes Funding. The error was detected in February 2009 during the same review noted above. Journal postings have been undertaken to correct statements of Statements

~~principal,~~Not ~~interest, and obligor’s unpaid principal balance in the investor report to be filed in April 2009~~Applicable. ~~Checks and controls have been implemented to prevent a recurrence of this error.~~

~~Item~~(a) ~~1123~~(2) ofFinancial ~~Regulation AB. Servicer Compliance~~ Statement. Schedules

~~See~~Not ~~Exhibit 35 to this Form 10-K~~Applicable.

~~PART~~(a) IV(3) The required exhibits are as follows:

~~Item~~· 15Exhibit 3.1: ~~Exhibits~~The Memorandum and ~~Financial~~Articles of Association of Holmes Master Issuer (Incorporated by reference to Exhibit 3.1.1 to the Registration Statement ~~Schedules~~on Form S-3 (File No. 333 - 139944) filed on March 6, 2007.

· Exhibit 3.2: The Memorandum and Articles of Association of Holmes Funding Limited (a)Incorporated by reference to Exhibit 3.1.2 to the Registration Statement on Form S-11 filed by Holmes Financing (No.1) ~~Financial~~PLC ~~Statements~~(File No. 333-12250) which became effective on July 24, 2000).

~~Not~~· ~~Applicable~~Exhibit 4: All instruments defining the rights of security holders as described in the Registration Statement on Form S-3 (File No. 333 - 139944) filed on March 6, 2007).

~~(a)~~· ~~(2)~~Exhibit ~~Financial~~31: ~~Statement~~Rule ~~Schedules~~15d-14(d) Certification.

~~Not~~· ~~Applicable~~Exhibit 33: Santander UK plc: Annual Compliance Certificate.

~~(a)~~· ~~(3)~~Exhibit ~~The~~34: ~~required~~Report ~~exhibits~~of ~~are~~Independent asRegistered ~~follows:~~Public Accounting Firm.

•· Exhibit 3.1: The Memorandum and Articles of Association of Holmes Master Issuer (Incorporated by reference to Exhibit 3.1.1 to the Registration Statement on Form S-3 (File No. 333 - 139944) filed on March 6, 2007. • Exhibit 3.2: The Memorandum and Articles of Association of Holmes Funding Limited (Incorporated by reference to Exhibit 3.1.2 to the Registration Statement on Form S-11 filed by Holmes Financing (No.1) PLC (File No. 333-12250) which became effective on July 24, 2000). • Exhibit 4: All instruments defining the rights of security holders as described in the Registration Statement on Form S-3 (File No. 333 - 139944) filed on March 6, 2007). • Exhibit 31: Rule 15d-14(d) Certification. • Exhibit 33: Abbey National Plc: Annual Compliance Certificate. • Exhibit 34: Report of Independent Registered Public Accounting Firm. • Exhibit 35: Servicer Compliance Statement. ~~• Exhibit 99.1: Information required by Item 1115(b)(2) of Regulation AB with respect to ML MBS Services Limited.~~

	(b)	See sub-paragraph (a)(3) above.
	(c)	Not applicable.

·	Exhibit 99.1: Information required by Item 1115(b)(2) of Regulation AB with respect to ML MBS Services Limited.

~~SIGNATURES~~ (b) See sub-paragraph (a)(3) above.

~~Pursuant to the requirements of Section 13 or 15~~ (dc) Not of the Securities Exchange Act of 1934, the Abbey National plc, as servicer, has duly caused this report to be signed on behalf of Holmes Master Issuer plc by the undersigned, thereunto duly authorizedapplicable.

~~HOLMES MASTER ISSUER PLC~~SIGNATURES

~~By:~~Pursuant ~~Abbey~~to ~~National~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Santander UK plc, as ~~Servicer~~servicer, has duly caused this report to be signed on behalf of Holmes Master Issuer plc by the undersigned, thereunto duly authorized.

~~/s/~~HOLMES ~~Chris~~MASTER ~~Fielding~~ISSUER ~~Name: Chris Fielding Title: Head of Mortgage Backed Funding~~PLC

~~Dated~~By: ~~March~~ Santander 31UK plc, ~~2009~~as Servicer

/s/ Tom Ranger

Name: Tom Ranger

Title: Head of Mortgage Backed Funding

Dated: March 31, 2010

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