**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, DC 20549**

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**FORM 10-K**

**(Mark One)**
| ý | ** ** | **Annual report pursuant to Section  13 or 15(d) of the Securities Exchange Act of 1934**                                                                                                                         |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** ** | ** **                                                                                                                                                                                                        |
|   |       | **For  the fiscal year ended December 31, 2005 or**                                                                                                                                                               |
|   |       | ** **                                                                                                                                                                                                        |
| o      | ** ** | **Transition report pursuant to  Section 13 or 15(d) of the Securities Exchange Act of 1934**                                                                                                                     |
|   | ** ** | ** **                                                                                                                                                                                                        |
|   | ** ** | **For  the transition period from                 to               ** |

** **

**SLMFUNDING LLC**

(Exact name ofregistrant as specified in its charter)

 

**SLMStudent Loan Trust 2005-5**

(Exactname of issuing entity)

 

| **DELAWARE**                                    | ** ** | **(333-104887)**          |   | **57-1176559**                             |
|-------------------------------------------------|------------|---------------------------|--------|--------------------------------------------|
| (State or other  Jurisdiction of Incorporation) |       | (Commission File  Number) |   | (I.R.S. employer  Identification No.) |

 

**12061 Bluemont Way, V3419RESTON, VA 20190**(Address ofprincipal executive offices)

**(703) 984-6419**Registrant’stelephone number, including area code

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

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

Indicate by check mark if registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act. Yes  o   No  ý

Indicate by check mark if registrant is not requiredto file reports pursuant to Section 13 or 15(d) of the Act. Yes  ý   No  o

Indicate by check mark whether the registrant: (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days. Yes ý No o

                Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 ofthe Exchange Act. 

 

Large Accelerated Filer  o          AcceleratedFiler  o          Non-AcceleratedFiler  ý

 

                Indicate by check mark whether the Registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  ý

Documents are incorporated by reference into thisForm 10-K: None.

State the aggregate market value of the voting stockheld by non-affiliates of the Registrant: None.

ThisAnnual Report on Form 10-K is filed in reliance upon (i) certainno-action letters issued by the Office of Chief Counsel, Division of CorporateFinance of the Securities and Exchange Commission stating that the Divisionwill not object if periodic reports filed by the Registrant pursuant toSections 13 and 15(d) of the Securities and Exchange Act of 1934 are filed inthe manner set forth in such letters and the requests for such letters and(ii) the Registrant’s filing letter accompanying the Registrant’s CurrentReport on Form 8-K filed with the Commission on or about November 6,1995 in which the Registrant described the manner in which it intended to filesuch periodic reports.

 

 

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**PART I.**

**Item 2. Properties.**

SLM Funding LLC, is the depositor for the SLM StudentLoan Trust 2005-5. The property of the Trust consists of pools of educationloans to students and parents of students made under the Federal FamilyEducation Loan Program, all funds collected in respect thereof and monies ondeposit in certain trust accounts together with rights to receive paymentsunder certain swap transactions.

On an annual basis, the SLM Student Loan Trust 2005-5 isrequired to provide statements of compliance of its servicers andadministrators. The Annual Statements of Compliance for the SLM Student LoanTrust 2005-5 are attached as Exhibit 99.1 hereto. These statements arerequired by:

**•**                  Adminstration Agreement, dated as of June29, 2005, among SLM Funding LLC,as the Depositor, Sallie Mae, Inc., as theAdministrator, Sallie Mae, Inc., as the Servicer, SLM Student Loan Trust 2005-5,as the Trust, Deutsche Bank Trust Company Americas, as the Indenture Trustee,and Chase Bank USA, National Association, as the Eligible Lender Trustee; and

 

**•**                  the Servicing Agreement, dated as of June29, 2005 among the Servicer, the Trust, the Administrator, the IndentureTrustee and the Eligible Lender Trustee.

 

**Item 3. Legal Proceedings.**

Nothing to report.

**Item 4. Submission of Matters to a Vote of Security Holders.**

Nothing to report.

 

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**PART II.**

**Item 5. Market for Registrant’s Common Equity and RelatedStockholder Matters.**

Nothing to report.

**Item 7. Other Related Events and Information.**

Nothing to report.

**Item 9. Changes in and Disagreements with Accountants onAccounting and Financial Disclosure.**

**Item 9B.Other Information.**

Nothing to report.

 

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**PART III.**

**Item 12. Security Ownership of Certain Beneficial Owners andManagement.**

Nothing to report.

**Item 13. Certain Relationships and Related Transactions.**

Nothing to report.

 

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**PART IV.**

**Item 15. Exhibits, Financial Statement Schedules and Reportson Form 8-K.**

(a)           *Exhibits.*    Thefollowing documents are filed as part of this Annual Report on Form 10-K:

 
| **Designation** | ** ** | **Description**                                                        |
|-----------------|------------|------------------------------------------------------------------------|
| Exhibit 33.1    | ** ** | Section 302 Certification                                              |
|            | ** ** | ** **                                                             |
| Exhibit 99.1    |       | Annual Statements of  Compliance of the Administrator and the Servicer |
|            |       |                                                                   |
| Exhibit 99.2    |       | Annual Independent Certified Public Accountant’s  Report          |

 

(b)           *Reports on Form 8-K.*    TheRegistrant, on behalf of the SLM Student Loan Trust 2005-5, filed two (2) CurrentReport on Form 8-K with the Commission during the period covered by thisreport. They are:

 

•              On July 6, 2005 inconnection with the closing of SLM Student Loan Trust 2005-5; and

•              On November 4, 2005with the October 25, 2005 Quarterly Distribution Report.

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, as amended, the SLM Student LoanTrust 2005-5 has duly caused this report to be signed, on its behalf by theundersigned hereunto duly authorized. 

 
| Dated: March 31, 2006 | SLM FUNDING LLC |
|-----------------------|-----------------|
|                  |            |   |
|                  |            |   |
|                  |            |   |
|                  | By:             | /s/  C.E.  ANDREWS |
|                  |            | Name:  C.E. Andrews |
|                  |            | Title:    President |

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below by the followingpersons on behalf of the Registrant and in the capacities indicated on thedates indicated. 

 
| **Signature**             | ** ** | **Capacity**                                                                                                                                  | ** ** | **Date**       |
|---------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------|
|                      |       |                                                                                                                                          |       |           |
| /S/ C.E. ANDREWS          |       |                                                                                                                                          |       | March 31, 2006 |
| C.E. Andrews              |       | President (Principal Executive Officer), Chief  Financial Officer (Principal Financial Officer and Principal Accounting  Officer) and Manager |       |           |
|                      |       |                                                                                                                                          |       |           |
| /S/ THOMAS J. FITZPATRICK |       | Manager                                                                                                                                       |       | March 31, 2006 |
| Thomas J. Fitzpatrick     |       |                                                                                                                                          |       |           |
|                      |       |                                                                                                                                          |       |           |
| /S/ J. LANCE FRANKE*      |       | Senior Vice President,                                                                                                                        |       | March 31, 2006 |
| J. Lance Franke           |       | Sallie Mae, Inc.                                                                                                                              |       |           |
|                      |       |                                                                                                                                          |       |           |
|                      |       |                                                                                                                                          |       |           |
|                      |       |                                                                                                                                          |       |           |
| Victor A. Duva            |       | Manager                                                                                                                                       |       | March 31, 2006 |
|                      |       |                                                                                                                                          |       |           |
| Kenneth J. Uva            |       | Manager                                                                                                                                       |       | March 31, 2006 |

 

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| * |   | J.  Lance Franke is signing in his capacity as a Senior Vice President of Sallie  Mae, Inc., Sallie Mae, Inc. is one of the Managers of SLM Funding LLC. |
|---|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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**INDEX TO EXHIBITS**

 
| **Exhibit   Number** | ** ** | **Exhibit**                                                            | ** ** | **Sequentially  Numbered  Page** | ** ** |
|----------------------|------------|------------------------------------------------------------------------|------------|----------------------------------|------------|
| 33.1                 |       | Section 302 Certificate                                                |       |                             |       |
| 99.1                 |       | Annual Statements of  Compliance of the Administrator and the Servicer |       |                             |       |
| 99.2                 |       | Annual Independent  Certified Public Accountant’s Report          |       |                             |       |

 

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