Prospectus Supplement to Prospectus dated January 28, 2005
$2,024,857,000
SLM Student Loan Trust 2005-2
Issuer
SLM Funding LLC
Depositor
Sallie Mae, Inc.
Servicer and Administrator
Student Loan-Backed Notes
On February 15, 2005, the trust will issue:
| Class | Principal | Interest Rate | Maturity | ||||
|---|---|---|---|---|---|---|---|
| Class A-1 Notes | $ | 450,000,000 | 3-month LIBOR minus 0.02% | April 26, 2010 | |||
| Class A-2 Notes | $ | 603,000,000 | 3-month LIBOR plus 0.01% | January 25, 2013 | |||
| Class A-3 Notes | $ | 321,000,000 | 3-month LIBOR plus 0.04% | July 25, 2014 | |||
| Class A-4 Notes | $ | 388,000,000 | 3-month LIBOR plus 0.08% | April 25, 2017 | |||
| Class A-5 Notes | $ | 202,111,000 | 3-month LIBOR plus 0.09% | April 27, 2020 | |||
| Class B Notes | $ | 60,746,000 | 3-month LIBOR plus 0.17% | October 27, 2025 | |||
The trust will make payments quarterly, beginning on April 25, 2005, primarily from collections on a pool of student loans. In general, the trust will pay principal first to the class A-1 notes until paid in full, second to the class A-2 notes until paid in full, third to the class A-3 notes until paid in full, fourth to the class A-4 notes until paid in full, fifth to the class A-5 notes until paid in full, and sixth to the class B notes until paid in full. Interest on the class B notes will be subordinate to interest on the class A notes and principal on the class B notes will be subordinate to both principal and interest on the class A notes.
We are offering the notes through the underwriters at the prices shown below, when and if issued. We have applied for a listing of the notes on the Luxembourg Stock Exchange.
You should consider carefully the risk factors beginning on page S-22 of this supplement and on page 17 of the prospectus.
The notes are asset-backed securities issued by a trust. They are not obligations of SLM Corporation, the depositor, any seller of the loans to the depositor, the administrator, the servicer or any of their affiliates.
The notes are not guaranteed or insured by the United States or any governmental agency.
| | Price to Public | Underwriting Discount | Proceeds to the Depositor | |||
|---|---|---|---|---|---|---|
| Per Class A-1 Note | 100.0% | 0.125% | 99.875% | |||
| Per Class A-2 Note | 100.0% | 0.175% | 99.825% | |||
| Per Class A-3 Note | 100.0% | 0.195% | 99.805% | |||
| Per Class A-4 Note | 100.0% | 0.205% | 99.795% | |||
| Per Class A-5 Note | 100.0% | 0.215% | 99.785% | |||
| Per Class B Note | 100.0% | 0.285% | 99.715% |
We expect the proceeds to the depositor from the sale of the notes to be $2,021,210,235 before deducting expenses payable by the depositor estimated to be $858,822.
Neither the SEC nor any state securities commission has approved or disapproved the securities or determined whether this supplement or the prospectus is accurate or complete. Any contrary representation is a criminal offense.
Joint Book-Runners
| Credit Suisse First Boston | Lehman Brothers |
Co-Managers
| Barclays Capital | ||||
| M errill Lynch & Co. | ||||
| Morgan Stanley | ||||
February 1, 2005
SLM Funding LLC, as the Registrant for the Trust, is filing this Prospectus Supplement on behalf of the Trust, solely to obtain a Central Index Key number and access codes for the Commission's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system for the Trust. The original Prospectus Supplement for the Trust's securities was filed with the Commission on February 10, 2005 and can be found atLink to http://www.sec.gov/Archives/edgar/data/949114/000095013305000425/w05073b5e424b5.htm. The orginal Prospectus Supplement, as amended, is incorporated herein by reference.
