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As filed with the Securities and Exchange Commission on July 15, 2003

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 20-F

(MARK ONE)

|  |  |                                                                                                                
|- |  | ---------------------------------------------------------------------------------------------------------------
|o |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

OR

|  |  |                                                                                                                                                   
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 (NO FEE REQUIRED)

OR

|  |  |                                                                                                                                             
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO (NO FEE REQUIRED)

Commission file numbers 333-100102; 333-100102-01; 333-100102-02

|                                                               |  |                        
|-------------------------------------------------------------- |  | -----------------------
|Gracechurch Card Funding                                       |  | Gracechurch Receivables
|(No.2) PLC                                                     |  | Trustee Limited        
|                                                               |  |                        
|(Exact name of Registrants as specified in their charters)    
|England and Wales                                              |  | Jersey, Channel Islands
|(State or other jurisdiction of incorporation or organization)
|54 Lombard Street                                              |  | 26 New Street          
|London EC3P 3AH                                                |  | St. Helier             
|United Kingdom                                                 |  | Jersey JE2 3RA         
|44-(0)207-699-5000                                             |  | 44-1534-814814         

(Address of Principal Executive Offices)

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

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

|                                                         |  |                                          
|-------------------------------------------------------- |  | -----------------------------------------
|Title of Class                                           |  | Name of Each Exchange on Which Registered
|                                                         |  |                                          
|$900,000,000 Class A Floating Rate Asset-Backed Notes(1) |  | None                                     
|$50,000,000 Class B Floating Rate Asset-Backed Notes(1)  |  | None                                     
|$50,000,000 Class B Floating Rate Asset-Backed Notes(1)  |  | None                                     
|Investor Certificate(2)                                  |  | None                                     



---

Indicate by check mark whether the registrants: (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.

|      |  |     
|----- |  | ----
|Yes x |  | No o

Indicate by check mark which financial statement item the registrants have
elected to follow.

|          |  |           |  |                                                   
|--------- |  | --------- |  | --------------------------------------------------
|Item 17 o |  | Item 18 o |  | Incorporated by Reference to filings on Form 6-K x



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|(1) |  | Gracechurch Card Funding (No. 2) PLC is the registrant for the Class A
Notes, the Class B Notes and the Class C Notes.
|--- |  | ----------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Gracechurch Receivables Trustee Limited is the registrant for the Investor
Certificate.                               





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TABLE OF CONTENTS



|                  |                                                                                       |  |  |  |  |  |  | 
|----------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I           
|                  | Item 1. Identity of Directors, Senior Management and Advisers                        
|                  | Item 2. Offer Statistics and Expected Timetable                                      
|                  | Item 3. Key Information                                                              
|                  | Item 4. Information on the Company                                                   
|                  | Item 5. Operating and Financial Review and Prospects                                 
|                  | Item 6. Directors, Senior Management and Employees                                   
|                  | Item 7. Major Shareholders and Related Party Transactions                            
|                  | Item 8. Financial Information                                                        
|                  | Item 9. Offer and Listing Details                                                    
|                  | Item 10. Additional Information                                                      
|                  | Item 11. Quantitative and Qualitative Disclosures About Market Risk                  
|                  | Item 12. Description of Securities Other than Equity Securities                      
|PART II          
|                  | Item 13. Defaults, Dividend Arrearages and Delinquencies                             
|                  | Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
|                  | Item 15. Controls and Procedures                                                     
|                  | Item 16A.Audit Committee Financial Expert                                            
|                  | Item 16B.Code of Ethics                                                              
|                  | Item 16C.Principal Accountant Fees and Services                                      
|                  | Item 17. Financial Statements                                                        
|                  | Item 18. Financial Statements                                                        
|PART III         
|                  | Item 19. Exhibits                                                                    
|SIGNATURES       
|Index to Exhibits
|EX-12.1          
|EX-12.2          
|EX-99.1          
|EX-99.2          
|EX-99.3          
|EX-99.4          



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TABLE OF CONTENTS

|                  |  |                                                                              |    |  |    |      |  | 
|----------------- |  | ---------------------------------------------------------------------------- | -- |  | -- | ---- |  | 
|                  |  |                                                                              |    |  |    | Page
|Item 1.           |  | Identity of Directors, Senior Management and Advisers                        |    |  | 2  |     
|Item 2.           |  | Offer Statistics and Expected Timetable                                      |    |  | 2  |     
|Item 3.           |  | Key Information                                                              |    |  | 2  |     
|Item 4.           |  | Information on the Company                                                   |    |  | 2  |     
|Item 5.           |  | Operating and Financial Review and Prospects                                 |    |  | 4  |     
|Item 6.           |  | Directors, Senior Management and Employees                                   |    |  | 5  |     
|Item 7.           |  | Major Shareholders and Related Party Transactions                            |    |  | 6  |     
|Item 8.           |  | Financial Information                                                        |    |  | 6  |     
|Item 9.           |  | Offer and Listing Details                                                    |    |  | 6  |     
|Item 10.          |  | Additional Information                                                       |    |  | 6  |     
|Item 11.          |  | Quantitative and Qualitative Disclosures About Market Risk                   |    |  | 18 |     
|Item 12.          |  | Description of Securities Other than Equity Securities                       |    |  | 18 |     
|Item 13.          |  | Defaults, Dividend Arrearages and Delinquencies                              |    |  | 18 |     
|Item 14.          |  | Material Modifications to the Rights of Security Holders
and Use of Proceeds |    |  | 18 |     
|Item 15.          |  | Controls and Procedures                                                      |    |  | 18 |     
|Item 16A.         |  | Audit Committee Financial Expert                                             |    |  | 18 |     
|Item 16B.         |  | Code of Ethics                                                               |    |  | 18 |     
|Item 16C.         |  | Principal Accountant Fees and Services                                       |    |  | 19 |     
|Item 17.          |  | Financial Statements                                                         |    |  | 19 |     
|Item 18.          |  | Financial Statements                                                         |    |  | 19 |     
|Item 19.          |  | Exhibits                                                                     |    |  | 19 |     
|Index to Exhibits |  |                                                                              | 23 | 





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This Annual Report on Form 20-F relates to Gracechurch Card Funding (No.2)
PLC (the Company) and the $900,000,000 Class A Floating Rate Asset-Backed
Notes, the $50,000,000 Class B Floating Rate Asset-Backed Notes and the
$50,000,000 Class C Floating Rate Asset-Backed Notes (collectively, the
Notes) issued pursuant to a trust deed dated 24 October 2002 (the Trust
Deed), between the Company and The Bank of New York, as note trustee.

This Annual Report on Form 20-F further relates to Gracechurch Receivables
Trustee Limited (the Receivables Trustee) and the receivables trust, the
property of which includes all present and future receivables arising under all
MasterCard and VISA credit and charge card accounts of individual cardholders
originated by the Barclaycard business unit of Barclays Bank PLC that have not
been identified as non-designated accounts and that are denominated in pounds
sterling with a billing address within England, Wales, Scotland, Northern
Ireland or a permitted additional jurisdiction or a restricted additional
jurisdiction. The Receivables Trustee was formed under the laws of Jersey,
Channel Islands on September 29, 1999. All of the issued share capital of the
Receivables Trustee is held by nominees of a trust company formed in Jersey,
Bedell Cristin Trustees Limited, on the terms of a general charitable trust.

References in this Annual Report on From 20-F to the MTN Issuer are to
Barclaycard Funding PLC, which purchased an investor certificate (the Investor
Certificate) pursuant to the Series 02-1 MTN Supplement, dated October 24,
2002, between the MTN Issuer and The Bank of New York, as security trustee (the
Series 02-1 MTN Supplement) and issued the Series 02-1 medium term note
certificate (the Series 02-1 MTN Certificate) pursuant to a security trust
and cash management deed, dated November 23, 1999 as supplemented by the Series
02-1 MTN Supplement. Information regarding the MTN Issuer is available in
Barclaycard Funding PLCs Form 20-F for the year ended December 14, 2002, filed
with the Securities and Exchange Commission on June 16, 2003.

Capitalized terms used herein and not defined have the same meaning
ascribed to such terms in the registration statement on Form F-1 for the Notes
filed with the Securities and Exchange Commission on September 26, 2002 and
amended by pre-effective amendments on October 4, 2002 and October 11, 2002
(the Registration Statement).

The information required for some items in Form 20-F is not applicable
to the Company and the Receivables Trustee. As used in this Annual Report
filed on Form 20-F, not applicable means that the response to the referenced
item is omitted in reliance on the procedures outlined in numerous no-action
letters issued by the Commissions Staff with respect to issuers of
substantially similar asset-backed securities that file annual reports on Form
10-K.

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PART I




Item 1. Identity of Directors, Senior Management and Advisers

Not Applicable.




Item 2. Offer Statistics and Expected Timetable

Not Applicable.




Item 3. Key Information

Selected Financial Data

The registrants incorporate by reference the following monthly Trust Cash
Managers Reports, filed on Form 6-K, which include all financial information
relating to the registrants that is relevant to noteholders:

Monthly
Trust Cash Managers Reports for the monthly period ending:

November 30, 2002 and December 31, 2002.

Capitalization and Indebtedness

Not Applicable.

Reasons for the Offer and Use of Proceeds

Not Applicable.

Risk Factors

Not Applicable.




Item 4. Information on the Company

The Company

General

The Company was formed in England and Wales on July 29, 2002 under the
name of Sunnytrail PLC with registered number 4497894 as a public company with
limited liability under the Companies Acts 1985 and 1989, which is also the
primary legislation under which the Company operates. It passed a special
resolution to change its name to Gracechurch Card Funding (No. 2) PLC on
September 18, 2002.

Property, Plant and Equipment

Aside from the Series 02-1 MTN Certificate, the Company does not own,
lease, or otherwise occupy any property.

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Legal Proceedings

There are no, nor since the Companys incorporation on July 29, 2002 have
there been any, legal or arbitration proceedings, including any proceedings
that are pending or threatened of which the Company is aware, which may have,
or have had in the recent past, a significant effect on the Companys financial
position.

The Receivables Trustee and the Receivables Trust

General

The Receivables Trustee is a private limited liability company
incorporated under the laws of Jersey, Channel Islands on September 29, 1999.
The shares of the Receivables Trustee are held by nominee companies on behalf
of a professional trustee company  not affiliated with Barclays  as trustee
on trust for charitable purposes. This means that any profits received by the
Receivables Trustee, after all amounts have been paid on the investor
certificates and in meeting the costs and expenses of the receivables trustee,
will be available to be dividended to the trustee for distribution for
charitable purposes or to charities exclusively for charitable purposes
selected at the discretion of the receivables trustee. The Receivables Trustee
acts as trustee of the receivables trust.

The receivables trust is a trust formed under English law the terms and
conditions of which are contained in a deed of amendment and restatement
relating to a declaration of trust and trust cash management agreement dated
November 23, 1999 as supplemented by the Series 02-1 Supplement to declaration
of trust and trust management agreement dated October 29, 2002.

Property, Plant and Equipment

The Receivables Trustee does not own, lease, or otherwise occupy any
property aside from receivables in designated revolving credit and charge card
accounts of Barclaycard, a division of Barclays Bank PLC, and related rights.

Legal Proceedings

There are no, nor since the Receivables Trustees incorporation on
September 29, 1999 have there been any, legal or arbitration proceedings,
including any proceedings that are pending or threatened of which the
Receivables Trustee is aware, which may have, or have had in the recent past,
covering at least the previous 12 months, a significant effect on the
Receivables Trustees financial position.

Officers Certificates of Compliance, executed by a director of each of
the Company and the Receivables Trustee are filed herewith as Exhibits 99.1 and
99.2. The Officers Certificate of Compliance of the Company contains a
statement that the Company has complied with all conditions and covenants under
the Relevant Documents for the issuance of the Notes by the Company. The
Officers Certificate of Compliance of the Receivables Trustee contains a
statement that the Receivables Trustee has complied with all conditions and
covenants under the Relevant Documents for the issuance of the investor
certificates by the receivables trust.

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Item 5. Operating and Financial Review and Prospects

Operating Results

Not Applicable.

Recent Accounting Developments

Not Applicable.

Liquidity and Capital Resources

Not Applicable.

Research and Development, Patents and Licenses

None.

Trend Information

On April 8, 2003, Gracechurch Card Funding (No. 3) PLC, a company
incorporated under the laws of England and Wales, issued $1,000,000,000
floating rate asset-backed notes, which are funded by payments of interest and
principal on a series 03-1 medium term note certificate issued by the MTN
Issuer and sold to Gracechurch Card Funding (No. 3) PLC.

Furthermore, on June 19, 2003, Gracechurch Card Funding (No. 4) PLC, a
company incorporated under the laws of England and Wales, issued $1,000,000,000
floating rate asset-backed notes, which are funded by payments of interest and
principal on a series 03-2 medium term note certificate issued by the MTN
Issuer and sold to Gracechurch Card Funding (No. 4) PLC.

Off-Balance Sheet Arrangements

Not Applicable.

Tabular Disclosure of Contractual Obligations

Not Applicable.

Safe Harbor

Not Applicable.




Item 6. Directors, Senior Management and Employees

Directors and Senior Management

The Company

The following sets out the directors of the Company and their business
addresses. Because the Company is organized as a special purpose company and
will be largely passive, it
is expected that the directors of the Company in that capacity will
participate in its management to a limited extent.

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|                                     |  |             |  |                                                 
|------------------------------------ |  | ----------- |  | ------------------------------------------------
|Name                                 |  | Nationality |  | Business Address                                
|                                     |  |             |  |                                                 
|Richard Francis Sommers              |  | British     |  | 1234 Pavilion Drive, Northampton NN4 7SG        
|SFM Directors Limited                |  | British     |  | Blackwell House, Guildhall Yard, London EC2V 5AE
|SFM Directors (No. 2) Limited        |  | British     |  | Blackwell House, Guildhall Yard, London EC2V 5AE
|Timothy Gaffney
(alternate director) |  | British     |  | 1234 Pavilion Drive, Northampton NN4 7G6        

The directors of SFM Directors Limited and SFM Directors (No. 2) Limited
are Jonathan Keighley, James Macdonald and Robert Berry. Their principal
activities include the provision of directors and corporate management services
to structured finance transactions as directors on the boards of SFM Directors
Limited and SFM Directors (No. 2) Limited. The business addresses of the
directors of SFM Directors Limited and SFM Directors (No. 2) Limited are
Blackwell House, Guildhall Yard, London EC2V 5AE.

The Receivables Trustee

The following sets out the directors of the Receivables Trustee and their
business addresses. Because the Receivables Trustee is organized as a special
purpose company and will be largely passive, it is expected that the directors
of the Receivables Trustee in that capacity will participate in its management
to a limited extent.

|                         |  |             |  |                                          
|------------------------ |  | ----------- |  | -----------------------------------------
|Name                     |  | Nationality |  | Business Address                         
|                         |  |             |  |                                          
|Richard Francis Sommers  |  | British     |  | 1234 Pavilion Drive, Northampton NN4 7SG 
|Richard Charles Gerwat   |  | British     |  | 26 New Street, St. Helier, Jersey JE2 3RA
|Michael Henry Richardson |  | British     |  | 26 New Street, St. Helier, Jersey JE2 3RA

Compensation

For the year ended December 31, 2002, the aggregate compensation of the
directors of the Company consisted of a nominal fee of approximately £5,000.
For the year ended December 31, 2002, the aggregate compensation of the
directors of the Receivables Trustee consisted of a corporate benefit fee of
approximately £5,000.

Board Practices

There is no current provision to provide compensation to the directors of
the Company or the Receivables Trustee upon termination.

Audit and Compliance Committee

Neither the Company nor the Receivables Trustee has an audit and
compliance committee. The respective Boards of Directors function as audit
committees as defined in the Sarbanes-Oxley Act 2002 and perform all acts
necessary under that legislation.

Employees

Neither the Company nor the Receivables Trustee has any employees.




Item 7. Major Shareholders and Related Party Transactions

The Company

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One share of the Companys share capital is held by a share trustee under
the terms of a share declaration of trust. Gracechurch Card (Holdings) Limited
holds the remaining 49,999 shares, which are in turn held by SFM Corporate
Services Limited as trustee for a charitable trust.

The Receivables Trustee

All of the issued share capital of the Receivables Trustee is held by a
trust company formed in Jersey, Bedell Cristin Trustees Limited, on the terms
of a general charitable trust.




Item 8. Financial Information

The registrants incorporate by reference the following monthly Trust Cash
Managers Reports, filed on Form 6-K, which include all financial information
relating to the registrants that is relevant to noteholders:

Monthly Trust Cash Managers Reports for the monthly period ending:

November 30, 2002 and December 31, 2002.




Item 9. Offer and Listing Details

None of the Notes or the investor certificate, representing undivided
beneficial interests in the receivables trust, are traded on any nationally
recognized exchange in the United States. The Notes are listed on the London
Stock Exchange.




Item 10. Additional Information

Material Contracts

Neither the Company nor the Receivables Trustee is party to any material
contracts.

Exchange Controls

Not applicable.

Taxation

United States Taxation

Overview

The following summary describes the material U.S. federal income tax
consequences of acquiring, holding and disposing of the Notes.

This summary does not discuss all aspects of U.S. federal tax law. In
particular, except as specifically indicated in this summary, it addresses only
purchasers in the original offering who hold Notes as capital assets within
the meaning of Section 1221 of the U.S. Internal
Revenue Code of 1986, called the Code. It does not address special U.S.
federal income tax considerations that may be important to particular investors
in light of their individual investment circumstances or to certain types of
investors subject to special tax rules  e.g. financial institutions,
insurance companies, tax-exempt institutions, dealers in securities or
currencies or investors holding the Notes as part of a conversion transaction,
hedge, integrated

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transaction, constructive sale transaction or as a position
in a straddle for tax purposes, or persons whose functional currency, as
defined in Code Section 985, is not the U.S. dollar.

Further, this discussion does not address alternative minimum tax
consequences or any tax consequences to holders of interests in a noteholder.
In addition, this summary does not discuss any foreign, state, local or other
tax considerations. This summary is based on the Code, and administrative and
judicial authorities, all as in effect on the date of this prospectus and all
of which are subject to change, possibly on a retroactive basis. The Company
suggests that persons considering the purchase of Notes consult their own tax
advisors about the U.S. federal income tax consequences of an investment in the
Notes and the application of United States federal tax laws, as well as the
laws of any state, local or foreign taxing jurisdictions, to their particular
situations.

For the purposes of this summary, a United States holder means a
beneficial owner of Notes who is a United States person as described in
Section 7701(a)(30) of the Code, generally including:



|(a) |  | an individual who is a citizen or resident of the United States;                                                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | a corporation or partnership created in or under the laws of the United
States, any state or any political subdivision of any state  including
the District of Columbia; and
|   
|(c) |  | an estate or trust whose income is includible in gross income for U.S.
federal income tax purposes without regard to source.                                                 

A non-United States holder means a beneficial owner of Notes that is not a
United States holder.

Tax Status of the Receivables Trust and the Company

It is presently contemplated that each of the Receivables Trust and the
Company will conduct their respective activities, including activities
undertaken on their behalf, such as servicing activities entirely outside of
the United States. In that regard, assuming that the activities of each of the
receivables trust and the Company are, as contemplated, conducted entirely
outside of the United States, and assuming each of these entities makes no
investments that are subject to withholding of U.S. federal income tax, U.S.
tax counsel is of the opinion that, although no transaction closely comparable
to that contemplated herein has been the subject of a Treasury regulation,
revenue ruling or judicial decision and hence the matter cannot be free from
doubt, each of the Receivables Trust and the Company will not be treated as
engaged in a trade or business within the United States for U.S. federal income
tax purposes and that each of these entities will not be subject to U.S.
federal income tax.

Prospective investors should understand that such determination of whether
a person is engaged in a U.S. trade or business is based on a highly factual
analysis, there is no direct guidance as to which activities constitute being
engaged in a trade or business within the United
States, and it is unclear how a court would construe the existing indirect
authorities. A foreign corporation deemed to be so engaged would be subject to
U.S. federal income tax, as well as the branch profits tax, on its income which
is treated as effectively connected with the conduct of that trade or business.
Such income tax, if imposed, would be based on effectively connected income
computed in a manner generally analogous to that applied to the income of a
domestic

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corporation, except that a foreign corporation would be entitled to
deductions and credits for a taxable year only if it files, on a timely basis,
an income tax return for that year which neither of the Receivables Trust and
the Company intend to do, even as a protective measure. The maximum U.S.
federal income tax rates are currently 35 per cent. for a corporations
effectively connected income and 30 per cent. for the branch profits tax,
resulting in an effective maximum U.S. federal income tax rate of 54.5 per
cent. The branch profits tax is imposed each year on a corporations
effectively connected earnings and profits, with certain adjustments, deemed
repatriated out of the United States.

United States Holders

Tax Treatment of the Notes as Indebtedness

The Company will treat the Notes as debt for U.S. federal income tax
purposes. Each holder of Notes, by acceptance of such Notes, will also agree to
treat the Notes as indebtedness for U.S. federal income tax purposes. U.S. tax
counsel has advised that in its opinion, although there is no directly
governing authority addressing the classification of securities similar to the
Notes, under current law, the Notes will be treated as indebtedness for U.S.
federal income tax purposes. Such agreement and opinion are not binding on the
IRS and, as stated above, no assurance can be given that the characterisation
of the Notes as indebtedness would prevail if the issue were challenged by the
IRS. The IRS might attempt to treat the Notes for U.S. federal income tax
purposes as equity interests in a corporation. As discussed below, treatment of
the Notes as equity interests could have adverse tax consequences for United
States holders.

Except as indicated, the discussion below assumes the Notes are treated as
indebtedness for U.S. federal income tax purposes.

Interest Payments and Distributions

The Notes may be treated as having been issued with original issue
discount  OID  for U.S. federal income tax purposes, in which case the
OID will be taxed as described below. However, in the absence of any OID on the
Notes, interest on the Notes will be taxable to a United States holder as
ordinary income at the time it is received or accrued, in accordance with the
holders regular method of accounting for U.S. federal income tax purposes.

The total amount of OID on a note is the excess of its stated redemption
price at maturity over its issue price. The issue price for the Notes is the
price  including any accrued interest  at which a substantial portion of
the relevant Notes are first sold to the public. In general, the stated
redemption price at maturity of a note is the sum of all payments made on the
note other than payments of interest that (1) are payable at least annually
over the entire life of the note and (2) are based on a single fixed rate or
variable rate  or certain combinations of fixed and variable rates.

If any of the Notes are issued at a discount of an amount equal to or
greater than 0.25 per cent. of that notes stated redemption price at maturity
multiplied by the notes weighted average maturity, called its WAM, then that
note will be deemed to bear OID. The WAM of a note is computed based on the
number of full years each distribution of principal  or other amount included
in the stated redemption price at maturity  is scheduled to be outstanding.
Further, the IRS could take the position based on U.S. Treasury regulations
that none of the

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interest payable on a note is unconditionally payable and so
that all of that interest should be included in the notes stated redemption
price at maturity. In addition, if on the closing date there is a differential
of more than 25 basis points between the initial fixed interest rate and the
current value of the variable interest rate that follows, the IRS may take the
position that the note bears OID and the holder of the note would be required
to accrue OID into income as described below.

A United States holder  including a cash basis holder  of a note
deemed to bear OID generally would be required to accrue OID on the relevant
note for U.S. federal income tax purposes on a constant yield basis. This would
require the inclusion of OID in income in advance of the receipt of cash
attributable to that income. Under Section 1272(a)(6) of the Code, special
provisions apply to debt instruments on which payments may be accelerated due
to prepayments of other obligations securing those debt instruments. However,
no regulations have been issued interpreting those provisions, and the manner
in which those provisions would apply to the Notes is unclear.

Sourcing. Interest payments or distributions on a note generally will
constitute foreign source income for U.S. federal income tax purposes. Subject
to certain limitations, UK withholding tax, if any, imposed on these payments
will generally be treated as foreign tax eligible for credit against a United
States holders U.S. federal income tax. For foreign tax credit purposes, it is
expected that interest will generally be treated as passive income or, in the
case of some United States holders, financial services income.

Disposition or Retirement of Investment. Subject to the discussion of the
PFIC rules below, upon the sale, exchange or retirement of a note  including
pursuant to a redemption by the Company prior to its maturity date  a United
States holder will recognize gain or loss equal to the difference between the
amount realized and the United States holders adjusted tax basis in the
relevant note. In general, a United States holders adjusted tax basis in an
OID debt instrument is equal to the United States holders cost for such debt
instrument, plus any OID accrued and less the amount of any payments received
by the holder that are not qualified stated interest payments under
applicable U.S. Treasury regulations.

A United States holders adjusted tax basis in a debt instrument with no
OID is generally equal to the holders cost less the amount of any principal
payments made before the date of disposition. A United States holders adjusted
tax basis in stock is generally equal to the United States holders cost for
the stock. In general, any gain or loss realized by the holder will be capital
gain or loss. Under certain circumstances, capital gains derived by individuals
are taxed at preferential rates. The deductibility of capital losses is subject
to limitations. If a United States holders basis in a note includes accrued
but unpaid OID, the holder may be required specifically to disclose any loss
under recent regulations on corporate tax shelter transactions.

Sourcing.Gain realized by a United States holder on the sale, exchange or
retirement of a note generally will be treated as a United States source gain.
Under recently issued U.S. Treasury regulations governing losses recognized on
the sale of personal property, loss from the sale, exchange or retirement of a
note generally will also be treated as a United States source loss. Exceptions
to the application of these regulations sourcing provisions include exceptions
for certain losses attributable to foreign exchange fluctuations, accrued but
unpaid interest, and foreign offices of U.S. residents, among others. Some
other exceptions to the regulations

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general rule apply to Notes treated as
equity in the Company. The Company suggests that United States holders consult
their own tax advisors about the proper treatment of losses for foreign tax
credit purposes.

Alternative Tax Treatment of Notes as Equity. U.S. tax counsel opines, and
the Company intends to take the position, that the Notes are debt for U.S.
federal income tax purposes. Consequently, the U.S. federal income tax
consequences of purchasing, owning and disposing of the Notes should be as set
forth above. However, if the Notes were not to be treated as debt, they would
likely be treated as equity interests in the Company.

Investment in a Passive Foreign Investment Company. Because of the nature
of the income of the Company, the Company could constitute a passive foreign
investment company  or PFIC. Accordingly, United States holders of any
class of Notes treated as equity  in particular, the class C Notes  might
be shareholders in a PFIC.

In general, United States holders treated as shareholders of a PFIC
constituted by the Company would be subject to special tax rules on excess
distributions made to them by the Company, including a rateable inclusion of
excess distributions in the United States holders gross income as ordinary
income and requirement for the payment of an interest charge on tax that is
deemed to have been deferred on these excess distributions. Excess
distributions would generally include (1) some distributions on a United States
shareholders equity interest in the Company for a taxable year, if the total
of those amounts exceeds 125 per cent. of the average amount of distributions
from the Company made during a specified base period, and (2) gain from the
disposition, or deemed disposition, of the equity interest in the Company.
United States holders generally might avoid these unfavorable consequences if
they made either of two specific elections available under the Code with
respect to shares in a PFIC, but it is not clear either election would be
available for the Notes.

The first such mitigating election is a qualified electing fund, or
QEF, election pursuant to Code Section 1295. If a United States holder made a
QEF election with respect to a note treated as equity, that United States
holder generally would be required to include its pro rata share of the Company
s ordinary income and net capital gains in income for each taxable year and
pay tax on it, even if such income and gain were not distributed to the United
States holder. Further, any losses of the Company would not be deductible by
the United States holder. If the Company later distributed the income or gain
on which a United States holder had already paid tax, amounts so distributed
will not be further taxable to the United States holder. A United States
holders tax basis in such a note would be increased by the amount so included
and decreased by the amount of non-taxable distributions thereon. In general, a
United States holder making a QEF election would recognize, on a disposition of
its Notes, capital gain or loss equal to the difference, if any, between the
amount realized upon such disposition and the tax basis in such Notes. In
general, a QEF election would be required to be made on or before the due date
for filing a United States holders federal income tax return for the
first taxable year for which it holds a note. The QEF election would be
effective only if certain required information were made available by the
Company to an investor. The Company, however, does not intend to provide
holders with this information and, accordingly, no assurance can be given to
investors that any QEF election made with respect to Notes would be effective.

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A United States holder that held marketable stock in a PFIC might, in lieu
of making a QEF election, also avoid certain unfavorable consequences of the
PFIC rules by electing to mark the PFIC stock to market as of the close of each
taxable year. A United States holder that made the mark-to-market election
would be required to include in income each year as ordinary income an amount
equal to the excess, if any, of the fair market value of the stock at the close
of the year over the United States holders adjusted tax basis in the stock.
For this purpose, a United States holders adjusted basis would generally be
the holders cost for the stock, increased by the amount previously included in
the holders income pursuant to this mark-to market election and decreased by
any amount previously allowed to the United States holder as a deduction
pursuant to this election. If, at the close of the year, the United States
holders adjusted tax basis exceeded the fair market value of the stock, then
the United States holder could deduct any of this excess ordinary income, but
only to the extent of net mark-to market gains previously included in income.
Any gain from the actual sale of the PFIC stock would be treated as ordinary
income, and any loss would be treated as ordinary loss to the extent of net
mark-to market gains previously included in income. Stock would be considered
marketable if it were regularly traded on an exchange that the IRS determined
to be qualified for these purposes. Although the Company believes that each
class of Notes will be listed on a qualified exchange, pursuant to U.S.
Treasury regulations, a class of stock is regularly traded for any calendar
year during which it is traded, other than in de minimis quantities, on at
least 15 days during each calendar quarter. Accordingly, because there is
uncertainty as to whether any class of Notes will be regularly traded and
hence, there can be no assurance  and no representation is made  that the
Notes would be eligible for mark-to-market election.

Because the Company does not expect the QEF election to be available to an
investor to mitigate the effect of the PFIC provisions, and it is unclear with
whether mark-to-market would be available either, United States holders should
be aware of the potentially adverse tax consequences arising under the PFIC
provisions discussed above should any Notes be treated as equity. First, all or
a portion of both distributions and gains on Notes generally would be taxable
to holders as ordinary income, and would be taxable at the highest marginal
rates applicable to current and prior years during the holding period. Further,
all or a portion of the distributions and gains could be subject to the
additional interest charge tax. Such interest charge tax  computed in the
manner described above on excess distributions and gains  generally is
intended to eliminate the value of any tax deferral arising from an investment
in Notes. Although the Company does not expect there would be any significant
deferral of tax arising from an investment in Notes treated as equity and
consequently does not expect that the interest charge tax computation should
produce a substantial additional tax liability, in some circumstances, it could
do so. For example, the interest charge computation could produce an interest
charge tax with respect to a floating rate note if the floating rate on the
note increased substantially over an investors holding period. Alternatively,
the computation could produce such a tax with respect to a fixed rate note if
that note was sold by a United States holder at a
substantial gain due to fluctuations in the general level of interest
rates. No assurance is possible that such circumstances, or others, will not
occur.

Certain additional adverse consequences could flow to indirect investors
in a PFIC. More specifically, the ownership of the Notes by a non-United States
holder might be attributed to a United States holder notwithstanding that such
United States holder held no note and received no cash in respect of a note.
Code Section 1298(a) generally treats Notes held directly

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or indirectly by a
foreign partnership, corporation, trust or estate as owned by such entitys
partners, shareholders or beneficiaries, as applicable; it also may treat any
of various option arrangements as conferring ownership of Notes on United
States holders. Hence, a United States holder treated as owning Notes held by a
non-United States holder generally would be subject to tax on indirect gains
and distributions attributable to the Notes in the manner described above.

Finally, an investor who pledged shares in a PFIC as security for a loan
should be aware that such a pledge would be treated as a disposition of the
related shares, and any gain would be subject to the rules applicable to
distributions and gains with respect to shares in a PFIC described above.

Sourcing.For sourcing of payments for a note treated as stock in the
Company and gain or loss on sale of an interest in this stock, see Interest
Payments and Distributions  Sourcing and Disposition or Retirement of
Investment  Sourcing above.

Controlled Foreign Corporation Status

Should the Notes, and particularly the class C Notes, be treated as
equity, it is possible that the Company might be treated as a controlled
foreign corporation for U.S. federal income tax purposes. In this event, United
States holders of equity interests that were treated as owning 10 per cent. or
more of the combined voting power of the Company would be required to include
in income their pro rata share of the earnings and profits of the Company, and
generally would not be subject to the rules described above about PFICs.
Additionally, an IRS Form 5471 may be required to be filed.

Reporting Requirements

If any United States holder were treated as owning an equity interest in
the Company for U.S. federal income tax purposes, it would be required file IRS
Form 8621 for each tax year in which it held such an interest. In addition, if
a United States holder were treated as owning 5 per cent. or more of an equity
interest of the Company, certain additional reporting requirements would be
required to be satisfied.

Under Section 6038B of the Code  relating to reporting requirements
incident to the transfer of property, including cash, to a foreign corporation
by U.S. persons or entities  in general, a United States holder, including a
tax-exempt entity, that purchased any Notes treated as equity for U.S. federal
income tax purposes would be required to file an IRS Form 926 or similar form
with the IRS if such United States holder were treated as owning, directly or
by attribution, immediately after the transfer at least 10 per cent. by vote or
value of the Company, or the purchase, when aggregated with all purchases made
by such United States holder  or any related person thereto  within the
preceding 12 month period, exceeded $100,000. If a United States holder fails
to file any such required form, the United States holder could be
required to pay a penalty equal to 10 per cent. of the gross amount paid
for the Notes, subject to a maximum penalty of $100,000, except in cases
involving intentional disregard.

Non-United States Holders

Subject to the discussion of backup withholding below, an investment in
the Notes by non-United States holders generally will not give rise to any U.S.
federal income tax to these

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holders, unless the income received on, or any gain
recognized on the sale or other disposition of their Notes is:



|(a) |  | treated as effectively connected with the conduct of a trade or business
in the United States; or                                                                                                               
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | in the case of gain recognized by an individual, the individual is
present in the United States for 183 days or more and has a tax home  as
defined in the Code  in the United States during the taxable year.

Backup Withholding and Information Reporting

Payments of principal and interest, as well as payments of proceeds from
the sale, retirement or disposition of a note, may be subject to backup
withholding tax under Section 3406 of the Code if a recipient of such payments
fails to furnish to the payor certain identifying information. Any amounts
deducted and withheld would be allowed as a credit against such recipients
U.S. federal income tax, provided appropriate proof is provided under rules
established by the IRS. Furthermore, certain penalties may be imposed by the
IRS on a recipient of payments that is required to supply information but that
does not do so in the proper manner. Backup withholding will not apply with
respect to payments made to certain exempt recipients, such as corporations and
financial institutions. Information may also be required to be provided to the
IRS concerning payments, unless an exemption applies. Holders of the Notes
should consult their tax advisors regarding their qualification for exemption
from backup withholding and information reporting and the procedure for
obtaining such an exemption.

United Kingdom Taxation

Overview

The summary set out below describes the material United Kingdom
withholding tax, income tax, corporation tax, inheritance tax, capital gains
tax, stamp duty and stamp duty reserve tax consequences of acquiring, holding
and disposing of the Notes.

The comments below are based on United Kingdom law and practice at the
date of this filing. They relate only to the position of persons who are the
absolute beneficial owners of their Notes and may not apply to certain classes
of persons, including dealers and persons who own the Notes as trustee, nominee
or otherwise on behalf of another person, but otherwise will, subject to the
following paragraph, apply to United States holders who beneficially own the
Notes.

The comments below do not necessarily apply where the interest or any
other income on the Notes is deemed for United Kingdom tax purposes to be the
income of a person other than the absolute beneficial owner of the Notes in
question, for example where a person
ordinarily resident in the United Kingdom transfers assets to a
non-resident company for the purpose of avoiding United Kingdom tax.

It is suggested that any noteholders who are in doubt as to their position
consult their professional advisers.

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Taxation of U.S. Residents

As discussed in more detail below, a United States holder who is not
resident in the United Kingdom for United Kingdom tax purposes may obtain
payment of interest on their Notes without deduction or withholding for or on
account of United Kingdom income tax if and for so long as the Notes are
quoted Eurobonds. Notes issued by the Company which carry a right to interest
will constitute quoted Eurobonds provided they are and continue to be listed
on a recognized stock exchange.

Under the terms of the Convention of 31 December 1975 between the United
Kingdom and the United States of America, called the Convention, a person who
is a U.S. resident for the purposes of the Convention, called a U.S.
noteholder, will not be subject to United Kingdom tax on any coupon
beneficially owned by him, unless he carries on business in the United Kingdom
through a permanent establishment situated in the United Kingdom, or performs
in the United Kingdom independent personal services from a fixed base situated
therein, and the Notes are effectively connected with such permanent
establishment or fixed base, or in certain other circumstances specified in the
Convention where relief is not available.

A U.S. noteholder who is an individual will not be subject to United
Kingdom tax on any gain on any disposal of the Notes unless they are held by or
for a trade, profession or vocation carried on by him through a branch or
agency in the United Kingdom  subject to any relief which may be available
under the Convention or which may be available under United Kingdom law.

Taxation of Interest Paid

The Notes will constitute quoted Eurobonds provided that they are and
continue to be listed on a recognized stock exchange. On the basis of the
United Kingdom Inland Revenues published interpretation of the relevant
legislation, securities which are to be listed on a stock exchange in a country
which is a member state of the European Union or which is part of the European
Economic Area will satisfy this requirement if they are listed by a competent
authority in that country and are admitted to trading on a recognized stock
exchange in that country; securities which are to be listed on a stock exchange
in any other country will satisfy this requirement if they are admitted to
trading on a recognized stock exchange in that country. The London Stock
Exchange is a recognized stock exchange for these purposes. Whilst the Notes
are and continue to be quoted Eurobonds, payments of interest on the Notes may
be made without deduction or withholding for or on account of United Kingdom
income tax irrespective of whether the Notes are in global or definitive form.

In all cases falling outside the exemption described above, interest on
the Notes may fall to be paid under deduction of United Kingdom income tax at
the lower rate, currently 20 per cent., subject to such relief as may be
available for example, under the provisions of any applicable double taxation
treaty. Alternatively, there is in certain circumstances an exemption
for certain payments between certain companies and partnerships. The
latter exemption can apply where (inter alia) the person beneficially entitled
to the interest is (i) a company resident in the United Kingdom, (ii) a company
not resident in the United Kingdom which carries on a trade in the United
Kingdom through a branch or agency and which is required to bring the interest
into account in computing its profits chargeable to United Kingdom corporation
tax or (iii) a partnership each member of which is a company
falling within (i) or (ii) above. (The

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Inland Revenue have published draft legislation as a result
of which, if enacted, the reference in (ii) above to branch or agency will be
replaced with a reference to permanent establishment, with effect for
accounting periods of the payee company commencing on or after January 1,
2003).

Provision of Information

Holders should note that where any interest on Notes is paid to them, or
to any person acting on their behalf, by the Company or any person in the
United Kingdom acting on behalf of the Company, called a paying agent, or is
received by any person in the United Kingdom acting on behalf of the relevant
holder, other than solely by clearing or arranging the clearing of a check,
called a collecting agent, then the Company, the paying agent or the
collecting agent as the case may be, may in certain circumstances be required
to supply to the United Kingdom Inland Revenue details of the payment and
certain details relating to the holder, including the holders name and
address. These provisions will apply whether or not the interest has been paid
subject to withholding or deduction for or on account of United Kingdom income
tax and whether or not the holder is resident in the United Kingdom for United
Kingdom taxation purposes. Where the holder is not so resident, the details
provided to the United Kingdom Inland Revenue, in certain cases, may be passed
by United Kingdom Inland Revenue to the tax authorities of the jurisdiction in
which the holder is resident for taxation purposes.

Proposed European Union Savings Directive

On January 21, 2003 the EU Council of Economic and Finance Ministers
agreed to adopt a new directive regarding the taxation of savings income. It is
proposed that each member state of the European Union will be required to
provide to the tax authorities of another member state details of payments of
interest or other similar income paid by a person within its jurisdiction to an
individual resident in that other member state; however, for a transitional
period, Austria, Belgium and Luxembourg will instead apply a withholding system
in relation to such payments. The proposed directive, which is intended to come
into force on January 1, 2004, is not yet final, and may be subject to further
amendment and/or clarification.

Other Rules Relating to United Kingdom Withholding Tax



|1. |  | Where interest has been paid under deduction of United Kingdom income
tax, holders who are not resident in the United Kingdom may be able to
recover all or part of the tax deducted if there is an appropriate
provision in any applicable double taxation treaty.                                                                    
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The references to interest above mean interest as understood in
United Kingdom tax law. The statements above do not take any account of
any different definitions of interest or principal which may prevail
under any other law or which may be created by the terms and conditions of
the Notes or any related documentation.
|  
|3. |  | The above description of the United Kingdom withholding tax position
assumes that there will be no substitution of Company and does not
consider the tax consequences of any such substitution.                                                                                                                                        
|  
|4. |  | The Notes may be issued at an issue price of less than 100 per cent. of
their principal amount. Any discount element on any of these Notes will
not be subject to any United                                                                                                                                                           

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| |  | Kingdom withholding tax pursuant to the
provisions mentioned above, but may be subject to reporting requirements
as outlined above.
| |  | -----------------------------------------------------------------------------------------------------------------------------------

Ownership and Disposal, including Redemption, of the Notes by United Kingdom
Tax Payers

Corporate Noteholders

Noteholders which are companies within the charge to United Kingdom
corporation tax  other than authorized unit trusts and open ended investment
companies, subject to recent changes discussed below  will normally be taxed
on their returns from the Notes, including interest and returns attributable to
movements in value, whether income or capital in nature, as income, which is
calculated in accordance with an authorized accruals or mark-to-market basis of
accounting. Relief may be available for related expenses on a similar basis.

Such noteholders may also be subject to taxation with respect to foreign
exchange gains and losses on their Notes, with all such gains and losses being
computed by translating the relevant amounts into the noteholders functional
currency at year-ends and other translation times.

With effect from the beginning of their first accounting period commencing
on October 1, 2002, noteholders that are authorized unit trusts or open ended
investment companies will be subject to the same taxation treatment in respect
of the Notes as other noteholders that are within the charge to United Kingdom
corporation tax, other than, in each case, with respect to profits and losses
of a capital nature in respect of these Notes.

Other Noteholders

A noteholder who is not within the charge to United Kingdom corporation
tax but who is resident or ordinarily resident in the United Kingdom or who
carries on a trade in the United Kingdom through a branch or agency to which
the Notes are attributable may be treated as realizing a chargeable gain or an
allowable loss for capital gains tax purposes on a disposal  including
redemption  of the Notes. In calculating any gain or loss on disposal of a
Note, sterling values are compared at acquisition and disposal. Accordingly, a
taxable profit can arise even where a non-sterling amount received on a
disposal is less than or the same as an amount in the same currency which is
paid from or in respect of the Note. In addition, on disposal of the Notes by a
noteholder, an amount which is treated as reflecting interest which has accrued
since the last interest payment date may be chargeable to tax as income under
the rules known as the Accrued Income Scheme contained in Chapter II of Part
XVII of the Income and Corporation Taxes Act 1988, if that noteholder is not a
dealer in securities and is not within the charge to United Kingdom corporation
tax but is resident or ordinarily resident in the United Kingdom or carries on
a trade in the United Kingdom through a branch or agency to which the Notes are
attributable. There are provisions to prevent any particular gain or loss from
being charged or relieved at the same time under the provisions of the Taxation
of Chargeable Gains Act 1992 and also under the provisions of the accrued income scheme described in
this paragraph. For further information in this regard, noteholders should seek
their own professional advice.

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United Kingdom Inheritance Tax

Where a Note is held by an individual there may be a charge to United
Kingdom inheritance tax on the individuals death or on certain transfers of
the Note, including gifts to some settlements and gifts made within seven years
of the death of the individual.

These provisions are subject to any relief provided by any applicable
double tax convention relating to estate and gift taxes.

Stamp Duty and Stamp Duty Reserve Tax

No United Kingdom stamp duty or stamp duty reserve tax is payable on the
issue or transfer of a Note provided that the Note does not at any time carry
(1) a right to interest, the amount of which exceeds a reasonable commercial
return on the nominal amount of the capital of the Note or (2) a right on
repayment to an amount which exceeds the nominal amount of the capital of the
Note and is not reasonably comparable with what is generally repayable, in
respect of a similar nominal amount of capital, under the terms of issue of
loan capital listed on the Official List of the UK Listing Authority and
admitted to trading on the London Stock Exchange.




Item 11. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.




Item 12. Description of Securities Other than Equity Securities

Not applicable.




PART II




Item 13. Defaults, Dividend Arrearages and Delinquencies

None.




Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.




Item 15. Controls and Procedures

Not applicable.




Item 16A. Audit Committee Financial Expert

Not applicable.




Item 16B. Code of Ethics

Not applicable.




Item 16C. Principal Accountant Fees and Services

Not applicable.

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Item 17. Financial Statements

Not applicable.




Item 18. Financial Statements

Not applicable.




PART III




Item 19. Exhibits

The following documents are filed as part of this Annual Report:



| | Exhibit 12.1 |  | Certification of Richard Francis
Sommers, Director of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002            
| | ------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------
|
| | Exhibit 12.2 |  | Certification of Richard Francis
Sommers, Director of the Receivables Trustee, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
| | Exhibit 99.1 |  | The Companys Officers Certificate of Compliance                                                                                       
|
| | Exhibit 99.2 |  | The Receivables Trustees Officers Certificate of Compliance                                                                           
|
| | Exhibit 99.3 |  | Annual Servicers Certificate                                                                                                           
|
| | Exhibit 99.4 |  | Report of Independent Accountants                                                                                                       

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, each Registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

| |  |                                         |  |                                 
| |  | --------------------------------------- |  | --------------------------------
| |  | GRACECHURCH CARD FUNDING (NO. 2) PLC   
| |  |                                         |  |                                 
| |  | /s/ Richard Francis Sommers            
| |  | Name:
Title:                            |  | Richard Francis Sommers
Director
| |  |                                         |  |                                 
| |  | GRACECHURCH RECEIVABLES TRUSTEE LIMITED
| |  |                                         |  |                                 
| |  | /s/ Richard Francis Sommers            
| |  | Name:
Title:                            |  | Richard Francis Sommers
Director

Date: July 15, 2003





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Index to Exhibits

|            |  |                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                    
|12.1        |  | Certification of Richard Francis
Sommers, Director of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002            
|12.2        |  | Certification of Richard Francis
Sommers, Director of the Receivables Trustee, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|99.1        |  | The Companys Officers Certificate of Compliance                                                                                       
|99.2        |  | The Receivables Trustees Officers Certificate of Compliance                                                                           
|99.3        |  | Annual Servicers Certificate                                                                                                           
|99.4        |  | Report of Independent Accountants