Filed Pursuant to Rule 433
Registration Statement Nos. 333-103545-06 & 333-166301
Subject to Completion, dated April 13, 2012
SLM FUNDING LLC HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND THE OTHER DOCUMENTS SLM FUNDING LLC HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT SLM FUNDING LLC AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, SLM FUNDING LLC, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING 1-800-321-7179.
Free-Writing Prospectus
relating to the remarketing of
(up to)
$406,791,000
CLASS A-4 NOTES
SLM Student Loan Trust 2005-8
Issuing Entity
SLM Funding LLC
Depositor
Sallie Mae, Inc.
Sponsor, Servicer and Administrator
Student Loan-Backed Notes
The remarketing agent is remarketing, on behalf of SLM Student Loan Trust 2005-8, the class A-4 notes (the “class A-4 notes”). The class A-4 notes were originally issued by the trust on September 20, 2005. If successfully remarketed on April 25, 2012, the class A-4 notes will have the following terms:
| | Outstanding
Principal
Amount | | | | | | | |
| Class A-4 Notes | | $ | 406,791,000 | | 3-month LIBOR plus % | | 100% | | July 25, 2012 | January 25, 2028 |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the class A-4 notes, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this free-writing prospectus. Any representation to the contrary is a criminal offense.
We are not offering the class A-4 notes in any state or other jurisdiction where the offer is prohibited.
This document constitutes a “free-writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended.
The notes are asset-backed securities and are obligations of the issuing entity, which is a trust. They are not obligations of or interests in SLM Corporation, the sponsor, the depositor, any seller of loans to the depositor, the administrator, the servicer or any of their respective affiliates.
The notes are not guaranteed or insured by the United States or any governmental agency.
Remarketing Agent
April 13, 2012
The Information in this Free-Writing Prospectus
The information contained herein refers to and supplements certain of the information contained in the preliminary remarketing prospectus supplement, dated April 13, 2012, and the base prospectus, dated February 29, 2012 (together, the “preliminary remarketing prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the preliminary remarketing prospectus.
Ratings of the Notes
The notes issued by the SLM Student Loan Trust 2005-8 are currently rated as follows:
| · | Class A notes (including the class A-4 notes): “AAAsf” by Fitch, Inc. (“Fitch”), “Aaa (sf)” by Moody’s Investors Service, Inc. (“Moody’s”) and “AAA (sf)” by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”). |
| · | Class B notes: “BBB-sf” by Fitch, “Aa1 (sf)” by Moody’s and “AA (sf)” by S&P. |
The inclusion of an “sf” or “(sf)” in the rating is an identifier recently implemented for structured finance product ratings by the applicable rating agency.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.
A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.
(up to)
$406,791,000
CLASS A-4 NOTES
SLM STUDENT LOAN TRUST 2005-8
Issuing Entity
SLM FUNDING LLC
Depositor
SALLIE MAE, INC.
Sponsor, Servicer and Administrator
___________
Remarketing Agent
BofA Merrill Lynch
___________
