**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, 2004 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, as the Depositor**(Exact name ofregistrant as specified in its charter)

 

**SLMStudent Loan Trust 2001-3, as the Issuer**

 

| **DELAWARE**                                    | ** ** | **(333-44465)**           |   | **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 whether the registrant:(1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such 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

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.

This Annual Report onForm 10-K is filed in reliance upon (i) certain no-action lettersissued by the Office of Chief Counsel, Division of Corporate Finance of theSecurities and Exchange Commission stating that the Division will not object ifperiodic reports filed by the Registrant pursuant to Sections 13 and 15(d) ofthe Securities and Exchange Act of 1934 are filed in the manner set forth insuch letters and the requests for such letters and (ii) the Registrant’sfiling letter accompanying the Registrant’s Current Report on Form 8-Kfiled with the Commission on or about November 6, 1995 in which theRegistrant described the manner in which it intended to file such periodicreports.

 

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**PART I.**

**Item 2.****Properties.**

SLM Funding LLC, the successor-in-interest to SLMFunding Corporation and Sallie Mae Funding Corporation, is the depositor forthe SLM Student Loan Trust 2001-3. The property of the Trust consists of poolsof education loans to students and parents of students made under the FederalFamily Education Loan Program, all funds collected in respect thereof andmonies on deposit in certain trust accounts together with rights to receivepayments under certain swap transactions.

On an annual basis, the SLM Student Loan Trust 2001-3is required to provide statements of compliance of its servicers andadministrators. The Annual Statements of Compliance for the SLM Student LoanTrust 2001-3 are attached as Exhibit 19.1 hereto. These statements arerequired by:

•                  the Master Administration Agreement,dated as of May 1, 1997, between SLM Funding Corporation, as the Depositor andthe predecessor-in-interest to SLM Funding LLC, and the Student Loan MarketingAssociation , as the Administrator, as variously amended or supplemented;

 

•      Adminstration Agreement Supplement datedas of August 2, 2001, among the Depositor, the Administrator, Sallie MaeServicing L.P., as the Servicer, SLM Student Loan Trust 2001-3, as the Trust,Bankers Trust Company, as the Indenture Trustee, and Chase Manhattan Bank USA,National Association, as the Eligible Lender Trustee; and

 

**•**                  the Servicing Agreement, dated as of August2, 2001 among the Servicer, the Trust, the Administrator, the Indenture Trusteeand the Eligible Lender Trustee.

**Item 3.****LegalProceedings.**

Nothing to report.

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

Nothing to report.

 

 

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**PART II.**

**Item 5.****Marketfor Registrant’s Common Equity and Related Stockholder Matters.**

Nothing to report.

**Item 7.****Other Related Eventsand Information.**

Nothing to report.

**Item 9.****Changesin and Disagreements with Accountants on Accounting and Financial Disclosure.**

**Item 9B.****OtherInformation.**

Nothing to report.

 

 

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**PARTIII.**

**Item 12.****SecurityOwnership of Certain Beneficial Owners and Management.**

Nothing to report.

**Item 13.****CertainRelationships and Related Transactions.**

Nothing to report.

 

 

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**PART IV.**

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

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

 
| **Designation** | ** ** | **Description**                                                        |
|-----------------|------------|------------------------------------------------------------------------|
| Exhibit 19.1    |       | Annual Statements of  Compliance of the Administrator and the Servicer |
|            |       |                                                                   |
| Exhibit 19.2    |       | Annual Independent Certified Public Accountant’s  Report          |

 

(b)           *Reports on Form 8-K.*    TheRegistrant, on behalf of the SLM Student Loan Trust 2001-3, filed four (4) CurrentReports on Form 8-K with the Commission during the period covered by thisreport. They are:

 

•      On January 30, 2004, in connection withthe January 26, 2004 Quarterly Distribution Report;

•      On May 3, 2004, in connection with theApril 26, 2004 Quarterly Distribution Report;

•      On August 2, 2004, in connection with theJuly 26, 2004 Quarterly Distribution Report; and

•      On November 2, 2004, in connection withthe October 25, 2004 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 2001-3 has duly caused this report to be signed, on its behalf by theundersigned hereunto duly authorized. 

 
| Dated: March 30, 2005 | SLM FUNDING LLC |
|-----------------------|-----------------|
|                  |            |   |
|                  |            |   |
|                  |            |   |
|                  | By:             | /s/  JOHN  F. REMONDI |
|                  |            | Name:  John F. Remondi |
|                  |            | 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**             | ** ** | **Title**                          | ** ** | **Date**       |
|---------------------------|------------|------------------------------------|------------|----------------|
|                      |       |                               |       |           |
| /s/ JOHN F. REMONDI       |       | President (Principal Executive     |       | March 30, 2005 |
| John F. Remondi           |       | Officer) and  Manager              |       |           |
|                      |       |                               |       |           |
| /s/ C.E. ANDREWS          |       | Chief Financial Officer (Principal |       | March 30, 2005 |
| C. E. Andrews             |       | Financial  Officer) and Manager    |       |           |
|                      |       |                               |       |           |
| /s/ THOMAS J. FITZPATRICK |       | Manager                            |       | March 30, 2005 |
| Thomas J. Fitzpatrick     |       |                               |       |           |
|                      |       |                               |       |           |
|                      |       | Independent Manager                |       |           |
| Victor A. Duva            |       |                               |       |           |
|                      |       |                               |       |           |
|                      |       | Independent Manager                |       |           |
| Kennith J. Uva            |       |                               |       |           |

 

 

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** **

**CERTIFICATION**

I, JohnF. Remondi, certify that:

1.     I havereviewed this annual report on Form 10-K, and all reports on Form 8-Kcontaining distribution or servicing reports filed in respect of periodsincluded in the year covered by this annual report, of SLM Student Loan Trust2001-3;

2.     Based onmy knowledge, the information in these reports, taken as a whole, does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading as of the last day of theperiod covered by this annual report;

3.     Based onmy knowledge, the distribution or servicing information required to be providedto the trustee by the servicer under the pooling and servicing, or similar,agreement, for inclusion in these reports is included in these reports;

4.     Based onmy knowledge and upon the annual compliance statement included in the reportand required to be delivered to the trustee in accordance with the terms of thepooling and servicing, or similar, agreement, and except as disclosed in thereports, the servicer has fulfilled its obligations under the servicingagreement; and

5.     Thereports disclose all significant deficiencies relating to the servicer’scompliance with the minimum servicing standards based upon the report providedby an independent public accountant, after conducting a review in compliancewith the Uniform Single Attestation Program for Mortgage Bankers or similarprocedures, as set forth in the pooling and servicing, or similar, agreement,that is included in these reports.

Date:March 30, 2005

 

/s/ JOHN F.REMONDIJohn F. RemondiPresidentSLM Funding LLC,

as the Depositorof the SLM Student Loan Trust 2001-3

 

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**CERTIFICATION**

I, C. E.Andrews, certify that:

1.     I havereviewed this annual report on Form 10-K, and all reports on Form 8-Kcontaining distribution or servicing reports filed in respect of periodsincluded in the year covered by this annual report, of SLM Student Loan Trust2001-3;

2.     Based onmy knowledge, the information in these reports, taken as a whole, does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading as of the last day of theperiod covered by this annual report;

3.     Based onmy knowledge, the distribution or servicing information required to be providedto the trustee by the servicer under the pooling and servicing, or similar,agreement, for inclusion in these reports is included in these reports;

4.     Based onmy knowledge and upon the annual compliance statement included in the reportand required to be delivered to the trustee in accordance with the terms of thepooling and servicing, or similar, agreement, and except as disclosed in thereports, the servicer has fulfilled its obligations under the servicingagreement; and

5.     Thereports disclose all significant deficiencies relating to the servicer’scompliance with the minimum servicing standards based upon the report providedby an independent public accountant, after conducting a review in compliancewith the Uniform Single Attestation Program for Mortgage Bankers or similar procedures,as set forth in the pooling and servicing, or similar, agreement, that isincluded in these reports.

Date:March 30, 2005

 

/s/ C.E. ANDREWSC.E. AndrewsChief Financial OfficerSLM Funding LLC,

as the Depositorfor SLM Student Loan Trust 2001-3

 

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**INDEX TO EXHIBITS**

 
| **Exhibit   Number** | ** ** | **Exhibit**                                                            | ** ** | **Sequentially  Numbered  Page** | ** ** |
|----------------------|------------|------------------------------------------------------------------------|------------|----------------------------------|------------|
| 19.1                 |       | Annual Statements of  Compliance of the Administrator and the Servicer |       |                             |       |
| 19.2                 |       | Annual Independent  Certified Public Accountant’s Report          |       |                             |       |

 

 

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