Prospectus Supplement to Prospectus dated August 17, 2004
$1,239,035,000
SLM Student Loan Trust 2004-8
Issuer
SLM Funding LLC
Depositor
Sallie Mae, Inc.
Servicer and Administrator
Student Loan-Backed Notes
On August 25, 2004, the trust will issue the following classes of notes offered by this prospectus supplement:
| Class | Principal | Interest Rate | Maturity | ||||
|---|---|---|---|---|---|---|---|
| Class A-1 Notes | $ | 164,000,000 | 3-month LIBOR minus 0.01% | April 27, 2009 | |||
| Class A-2 Notes | $ | 335,000,000 | 3-month LIBOR plus 0.02% | July 25, 2013 | |||
| Class A-3 Notes | $ | 205,000,000 | 3-month LIBOR plus 0.09% | July 27, 2015 | |||
| Class A-4 Notes | $ | 467,505,000 | 3-month LIBOR plus 0.14% | January 27, 2020 | |||
| Class B Notes | $ | 67,530,000 | 3-month LIBOR plus 0.46% | January 25, 2040 | |||
The trust will also issue two classes of reset rate notes, the class A-5 notes and the class A-6 notes, which are not being offered by this prospectus supplement. We are including information about the reset rate notes solely to provide a better understanding of the offered notes.
The trust will make payments quarterly, beginning on October 25, 2004, primarily from collections on a pool of consolidation student loans. In general, the trust will pay principal allocable to the class A notes sequentially to the class A-1 through class A-6 notes, in that order, until paid in full. The class B notes will not receive principal until the stepdown date, which is scheduled to occur on the distribution date in July 2010. The class B notes then will receive principal pro rata with the class A notes, as long as a trigger event is not in effect for the related distribution date. 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 offered notes through the underwriters at the prices shown below, when and if issued. We have applied for a listing of the offered notes on the Luxembourg Stock Exchange.
You should consider carefully the risk factors on page S-30 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, SLM Education Credit Finance Corporation, the administrator, the servicer or any of their affiliates.
The notes are not guaranteed or insured by the United States or any other government 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% | 0.180% | 99.820% | |||
| Per Class A-3 Note | 100.0% | 0.200% | 99.800% | |||
| Per Class A-4 Note | 100.0% | 0.225% | 99.775% | |||
| Per Class B Note | 100.0% | 0.350% | 99.650% |
We expect the proceeds to the depositor from the sale of the offered notes to asset be $1,236,528,759 before deducting expenses payable by the depositor estimated to be $525,733.
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 | ||||
| Merrill Lynch & Co. | Morgan Stanley | |||
| Global Co-Managers | ||||
| Banc of America Securities LLC | Wachovia Securities | |||
August 17, 2004
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 August 25, 2004 and can be found atLink to http://www.sec.gov/Archives/edgar/data/949114/000104746904027304/a2142345z424b5.htm. The orginal Prospectus Supplement, as amended, is incorporated herein by reference.
