As
filed with the Securities and Exchange Commission on July 14, 2008
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 20-F
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 Date of event requiring this shell company report: N/A
 Commission file numbers 000-51969
 Gracechurch
Card Funding (No. 11) PLC
 England and Wales   1 Churchill Place
London E14 5HP
United Kingdom
44-(0)207-699-5000
   Barclaycard Funding PLC
 England and Wales   1 Churchill Place
London E14 5HP
United Kingdom
44-(0)207-699-5000
   Gracechurch Receivables
Trustee Limited
 Jersey, Channel Islands   26 New Street
St. Helier
Jersey JE2 3RA
44-1534-814814
    None
  Title of Class
 $900,000,000 Class A Floating Rate Asset-Backed Notes (1)
 $50,000,000 Class B Floating Rate Asset-Backed Notes (1)
 $50,000,000 Class C Floating Rate Asset-Backed Notes (1)
  Title of Class
 Medium Term Note Certificate(2)Investor Certificate(3)
  o þ
 
 o þ
   þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  U.S.
GAAP o
    
    International Financial Reporting Standards
as issued  o
by the International Accounting Standards Board
    
    Other o
  o þ
  
  o o
 (1)
    
    Gracechurch Card Funding (No. 11) PLC is the registrant for the Class A Notes, the Class B Notes and the Class C Notes.(2)
    
    Barclaycard Funding PLC is the registrant for the Medium Term Note Certificate.(3)
    
    Gracechurch Receivables Trustee Limited is the registrant for the Investor Certificate.




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TABLE OF CONTENTS
 PageItem 1.
    
    Identity of Directors, Senior Management and Advisers
    
    
    2Item 2.
    
    Offer Statistics and Expected Timetable
    
    
    2Item 3.
    
    Key Information
    
    
    2Item 4.
    
    Information on the Company
    
    
    12Item 4A.
    
    Unresolved Staff Comments
    
    
    13Item 5.
    
    Operating and Financial Review and Prospects
    
    
    14Item 6.
    
    Directors, Senior Management and Employees
    
    
    14Item 7.
    
    Major Shareholders and Related Party Transactions
    
    
    15Item 8.
    
    Financial Information
    
    
    16Item 9.
    
    Offer and Listing Details
    
    
    16Item 10.
    
    Additional Information
    
    
    16Item 11.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 12.
    
    Description of Securities Other than Equity Securities
    
    
    22Item 13.
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    23Item 14.
    
    Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    23Item 15.
    
    Controls and Procedures
    
    
    23Item 16A.
    
    Audit Committee Financial Expert
    
    
    23Item 16B.
    
    Code of Ethics
    
    
    23Item 16C.
    
    Principal Accountant Fees and Services
    
    
    23Item 16D
    
    Exemptions from the Listing Standards for Audit Committees
    
    
    23Item 16E.
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    23Item 17.
    
    Financial Statements
    
    
    23Item 18.
    
    Financial Statements
    
    
    23Item 19.
    
    Exhibits
    
    
    23Index to Exhibits
    
    
    25
   
    
    Gracechurch Card Funding (No. 11) PLC 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 November 28, 2005 (the Trust Deed), between the Company and
The Bank of New York, as note trustee.
    
    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.
    
    Barclaycard Funding PLC (the Medium Term Note Issuer) which purchased an investor
certificate (the Investor Certificate) pursuant to the Series 05-4 MTN Supplement, dated
November 28, 2005, between the MTN Issuer and The Bank of New York, as security trustee (the
Series 05-4 MTN Supplement) and issued the Series 05-4 medium term note certificate (the
Series 05-4 MTN Certificate) pursuant to a security trust and cash management deed, dated
November 23, 1999 as supplemented by the Series 05-4 MTN Supplement.
   -1-




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PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 Selected Financial Data
  Capitalization and Indebtedness
  Reasons for the Offer and Use of Proceeds
  Risk Factors
 Allocations of Charged-Off Receivables Could Reduce Your Payments
  The Class B Notes and the Class C Notes Bear Additional Risk Because They Are Subordinated
   Inability of Noteholders to Receive the Full Percentage Allocation of Principal Collections During
the Regulated Amortisation Period Could Delay Payments on Your Notes or Cause a Loss on Your Notes
  -2-




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Grouping of the MTN Issuer with Barclays for Tax Purposes Could Jeopardise the Bankruptcy Remote
Status of the MTN Issuer Causing an Early Redemption of Your Notes or a Loss on Your Notes
    Issuance of Additional Series May Adversely Affect Your Rights by Diluting Your Voting Power
  Insolvency of the Transferor May Result in an Inability to Repurchase Receivables
   Insolvency of the Company, the MTN Issuer or the Receivables Trustee Could Cause an Early
Redemption of Your Notes or a Loss on Your Notes
    -3-




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Application
of the Consumer Credit Act 1974, as amended by the Consumer Credit Act 2006, 4 May
Impede Collection Efforts and Could Cause Early Redemption of your Notes or a Loss on your Notes
    .
        Department of Trade and Industry (DTI) White Paper dated December 2003 in Connection with its
Review of Consumer Credit
  -4-




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Consumer Credit Regulations and the Advertisements Regulations
Could Cause Early Redemption of your Notes or a Loss on your Notes
   The Agreements Regulations Could Cause Early Redemption of Your Notes
or a Loss on Your Notes
   Consumer
Credit Provisions Could Cause Early Redemption of Your Notes or a
Loss on Your Notes
     Second EU Directive Relating to Consumer Credit
    
 -5-




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Failure to Notify Cardholders of the Transfer of Receivables Could Delay or Reduce Payments on Your
Notes
      Consumer Protection from Unfair Practices Regulations Could Cause Early Redemption of Your Notes or
a Loss on Your Notes
 CPR
 EU Directive on Payment Services
 PSD HMT
 Competition in the UK Credit Card Industry Could Lead to Early Redemption of Your Notes
    Social,
Legal, Political and Economic Factors Affect Credit Card Payments and Are Unpredictable
  (PPI)
   -6-




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Reduction in the Rate of Interchange Caused by Potential Adverse Regulatory Rulings May Adversely
Affect Payments on Your Notes
    Super-complaint to the OFT concerning credit card interest charges
    General review of UK consumer law
   Failure to Comply with the Electronic
Commerce Directive Could Result in Disciplinary Action
     -7-




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A Change in the Terms of the Receivables May Adversely Affect the Amount or Timing of Collections
and May Cause an Early Redemption of Your Notes or a Downgrade of Your Notes
   Principal on Your Notes May Be Paid Earlier Than Expected  Creating a Reinvestment Risk to You 
or Later than Expected
     Credit Enhancement May Be Insufficient to Prevent a Loss on Your Notes
  Issuance of Additional Series by the Receivables Trustee on Behalf of the Receivables Trust May
Adversely Affect Payments on Your Notes
    Credit Quality of the Receivables Trusts Assets May Be Eroded by the Addition of New Accounts
Which Could Adversely Affect Collections of Receivables
  -8-




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Interest Rate Payable on the Medium Term Note Certificates May Increase Without a Corresponding
Change in Card Rates Potentially Causing a Loss on Your Notes or Early Redemption of Your Notes
  Commingling of Collections with Transferor May Delay or Reduce Payments on Your Notes
   If the Transferor Opts to Treat a Portion of Principal Receivables as Finance Charge Receivables,
an Early Redemption of Your Notes Could Occur or Could Be Delayed
  If Optional Early Redemption Occurs, It Will Result in an Early Redemption of Your Notes Creating a
Reinvestment Risk
  If Cardholders Are Concentrated in a Geographic Region, Economic Downturn in that Region May
Adversely Affect Collections of Receivables
   Adoption of the Euro by the United Kingdom Would Have Uncertain Effects on Your Notes
  -9-




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Taxable Nature of the MTN Issuer or the Company Could Cause a Loss on Your Notes
 Regulations
     Change in the Taxable Nature or Basis of Taxation of the Receivables Trustee, MTN Issuer or Company
Could Cause a Loss on Your Notes
   Limited Nature of Credit Ratings Assigned to Your Notes
   
    
    the likelihood that the principal or interest on your Notes will be redeemed or paid, as
expected, on the scheduled redemption dates;
 
    
    the possibility of the imposition of United Kingdom or any
other withholding tax;
 
    
    the marketability of the notes, or any market price; or
 
    
    that an investment in the notes is a suitable investment for you.
  Ratings Can Be Lowered or Withdrawn After You Purchase Your Notes
   -10-




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Termination of the Swap Agreements Could Result in an Early Redemption of Your Notes
     Change in Law May Result in Withholding Taxes on Swap Payments or the Medium Term Note Certificates
and this May Reduce the Amount You Are Paid on Your Notes
     Change in Law May Result in Withholding Taxes on Your Notes and This May Reduce the Amount You Are
Paid on Your Notes
  Payment of an Early Termination Payment to the Swap Counterparty May Reduce Payments on Your Notes
   -11-




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You Will Not Receive Physical Notes, Which May Cause Delays in Distributions and Hamper Your
Ability to Pledge or Resell the Notes
  
    
    result in payment delays on the notes because we will be sending distributions on the notes
to DTC, Euroclear or Clearstream, Luxembourg instead of directly to you;
 
    
    make it difficult for you to pledge or otherwise grant security over the notes if physical
notes are required by the party demanding the pledge or other security; and
 
    
    hinder your ability to resell the notes because some investors may be unwilling to buy notes
that are not in physical form.
 
 Item 4. Information on the Company
 Gracechurch Card Funding (No. 11) PLC
 General
  Property, Plant and Equipment
  Legal Proceedings
  The Medium Term Note Issuer
 General
    Property, Plant and Equipment
  Legal Proceedings
  -12-




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The Receivables Trustee and the Receivables Trust
 General
   
    
    Series 05-2 Supplement to declaration of trust and trust management agreement dated
September 13, 2005.
    
    Series 05-3 Supplement to declaration of trust and trust management agreement dated
October 18, 2005.
    
    Series 05-4 Supplement to declaration of trust and trust management agreement dated
November 23, 2005.
    
    Series 06-A Supplement to declaration of trust and trust management agreement dated
September 28, 2006.
 Property, Plant and Equipment
  Legal Proceedings
   Organisation Structure
       
 Item 4A. Unresolved Staff Comments
  -13-




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Item 5. Operating and Financial Review and Prospects
 Operating Results
  Liquidity and Capital Resources
  Research and Development, Patents and Licenses
  Trend Information
  Off-Balance Sheet Arrangements
  Tabular Disclosure of Contractual Obligations
  Safe Harbor
  
 Item 6. Directors, Senior Management and Employees
 Directors and Senior Management
 The Company
  Name
    
    Nationality
    
    Business AddressCurt John Hess
    
    USA
    
    1, Churchill Place, London E14 5HPSFM Directors Limited
    
    
    
    35 Great St Helens, London EC3A 6APSFM Directors (No. 2) Limited
    
    
    
    35 Great St Helens, London EC3A 6APTimothy George Jung
    
    USA
    
    1, Churchill Place, London E14 5HP(alternate director)
   -14-




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The MTN Issuer
  Name
    
    Nationality
    
    Business AddressCurt John Hess
    
    USA
    
    1, Churchill Place, London E14 5HPTimothy George Jung
    
    USA
    
    1, Churchill Place, London E14 5HP(alternate director)SFM Directors Limited
    
    
    
    35 Great St Helens, London EC3A 6AP
   Name
    
    
    
    Business AddressBarcosec Limited
    
    
    
    1 Churchill Place, London E14 5HP
  The Receivables Trustee
  Name
    
    Nationality
    
    Business AddressCurt John Hess
    
    USA
    
    1, Churchill Place, London E14 5HPRichard Charles Gerwat
    
    British
    
    26 New Street, St. Helier, Jersey JE2 3RAMichael Henry Richardson
    
    British
    
    26 New Street, St. Helier, Jersey JE2 3RA
 Compensation
    Board Practices
  Audit and Compliance Committee
  Employees
  Share Ownership
  
 Item 7. Major Shareholders and Related Party Transactions
 The Company
  -15-




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The MTN Issuer
  The Receivables Trustee
  
 Item 8. Financial Information
     Legal or Arbitration Proceedings
  
 Item 9. Offer and Listing Details
  
 Item 10. Additional Information
 Material Contracts
  Exchange Controls
  Taxation
 United States Taxation
 Overview
    -16-




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(a)
    
    an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;(b)
    
    a corporation or other entity treated as a corporation for U.S. federal income tax purposes created in or under the
laws of the United States, any state or any political subdivision of any state  including the District of Columbia;(c)
    
    an estate whose income is includible in gross income for U.S. federal income tax purposes without regard to source; and(d)
    
    a trust if a court within the United States is able to exercise primary supervision over the administration of the
trust and one or more United States persons (as defined in the Code) have the authority to control all substantial
decisions of the trust.
  Tax Status of the Receivables Trust, the MTN Issuer and the Company
   United States Holders
 Tax Treatment of the Notes as Indebtedness
   -17-




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Interest Payments and Distributions
   Sourcing
 Disposition or Retirement of Investment.
   Sourcing.
  Alternative Tax Treatment of Notes as Equity
  Investment in a Passive Foreign Investment Company
   -18-




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- Investments in a Passive Foreign Investment Company 
   Sourcing.
 Controlled Foreign Corporation Status
  -19-




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Reporting Requirements
   Non-United States Holders
  (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 certain conditions are met.
 Backup Withholding and Information Reporting
  United Kingdom Taxation
 Overview
      Taxation of U.S. Residents
  -20-




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Taxation of Interest Paid
  inter
alia
 Provision of Information
  Proposed European Union Savings Directive
  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 companies 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 Kingdom withholding tax pursuant to
the provisions mentioned above, but may be subject to reporting
requirements as mentioned above.
 -21-




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Ownership and Disposal, including Redemption, of the Notes by United Kingdom Tax Payers
 Corporate Noteholders
   Other Noteholders
  United Kingdom Inheritance Tax
   Stamp Duty and Stamp Duty Reserve Tax
  Principal Paying Agent
    
    Other Paying AgentBank of New York
    
    Bank of New York1 Canada Square
    
    1 Wall StreetLondon
    
    New YorkE14 5AL
    
    New York 10286
 Documents on display
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 12. Description of Securities Other than Equity Securities
  -22-




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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 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
  Exhibit 12.1
    
    Certification of Timothy George Jung, Director of Gracechurch Card Funding
(No. 11) PLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 12.2
    
    Certification of Timothy George Jung, Director of Barclaycard Funding PLC,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 12.3
    
    Certification of Timothy George Jung, Director of the Receivables Trustee,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 15.1
    
    Gracechurch Card Funding (No. 11) PLCs Officers Certificate of ComplianceExhibit 15.2
    
    Barclaycard Funding PLCs Officers Certificate of ComplianceExhibit 15.3
    
    The Receivables Trustees Officers Certificate of ComplianceExhibit 15.4
    
    Annual Servicers CertificateExhibit 15.5
    
    Report of Independent Accountants
 -23-




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SIGNATURES
  Gracechurch Card Funding (No. 11) PLC/s/ Timothy George JungName:
    Timothy George JungTitle:
    DirectorBarclaycard Funding PLC/s/ Timothy George JungName:
    Timothy George JungTitle:
    DirectorGracechurch Receivables Trustee Limited/s/ Timothy George JungName:
    Timothy George JungTitle:
    Director  -24-




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Index to Exhibits
 Exhibit No.
    
    Document Description12.1
    
    Certification of Timothy George Jung, Director of Gracechurch
Card Funding (No. 11) PLC, pursuant to Section 302 of the
Sarbanes-Oxley Act of 200212.2
    
    Certification of Timothy George Jung, Director of Barclaycard
Funding PLC, pursuant to Section 302 of the Sarbanes-Oxley Act
of 200212.3
    
    Certification of Timothy George Jung, Director of the
Receivables Trustee, pursuant to Section 302of the
Sarbanes-Oxley Act of 200215.1
    
    Gracechurch Card Funding (No. 11) PLCs Officers Certificate
of Compliance15.2
    
    Barclaycard Funding PLCs Officers Certificate of Compliance15.3
    
    The Receivables Trustees Officers Certificate of Compliance15.4
    
    Annual Servicers Certificate15.5
    
    Report of Independent Accountants
 -25-