**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 1997-3, as the Issuer**

 

| **DELAWARE**                                    | ** ** | **(333-24949)**           |   | **54-1863007**                             |
|-------------------------------------------------|------------|---------------------------|--------|--------------------------------------------|
| (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 on Form 10-K is filed inreliance upon (i) certain no-action letters issued by the Office of ChiefCounsel, Division of Corporate Finance of the Securities and ExchangeCommission stating that the Division will not object if periodic reports filedby the Registrant pursuant to Sections 13 and 15(d) of the Securities andExchange Act of 1934 are filed in the manner set forth in such letters and therequests for such letters and (ii) the Registrant’s filing letteraccompanying the Registrant’s Current Report on Form 8-K filed with theCommission on or about November 6, 1995 in which the Registrant describedthe manner in which it intended to file such periodic reports.

 

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**PART I.**

**Item 2. Properties.**

SLM Funding LLC, the successor-in-interest to SLMFunding Corporation is the depositor for the SLM Student Loan Trust 1997-3. Theproperty of the Trust consists of pools of education loans to students andparents of students made under the Federal Family Education Loan Program, allfunds collected in respect thereof and monies on deposit in certain trustaccounts.

On an annual basis, the SLM Student Loan Trust 1997-3is required to provide statements of compliance of its servicers andadministrators. The Annual Statements of Compliance for the SLM Student LoanTrust 1997-3 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 September 11, 1997, among the Depositor, the Administrator, Sallie MaeServicing Corporation, as the Servicer, SLM Student Loan Trust 1997-3, as theTrust, Bankers Trust Company, as the Indenture Trustee, and Chase ManhattanBank (USA), National Association, as the Eligible Lender Trustee; and

 

**•**                  the Servicing Agreement, dated as of September11, 1997 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.**

At December 31, 2004, there was one(1) registered holder of the SLM Student Loan Trust 1997-3 Floating RateStudent Loan-Backed Certificates (“Certificates”), That registered holder was CEDE &Co., as nominee of The Depository Trust Company (“DTC”). At December 31,2004, there were four (4) different persons registered on the books of DTCas record owners of Certificates.  Thereis no established trading market for the Certificates.

**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.**

At December 31, 2004,the Certificates held by an affiliate of the SLM Student Loan Trust 1997-3 wereregistered in the name of CEDE and Co., as nominee of DTC. 

 

At December 31, 2004,the books of DTC indicate that four (4) different participant institutionsare record owners of more than 5% of the Certificates. 

 
| **DTC REGISTERED**                                                     | ** ** | **DTC ID** | ** ** | **Holder**                                                                                                                | ** ** | **Principal Amount** | ** **    | **Percent** | ** ** |
|------------------------------------------------------------------------|------------|------------|------------|---------------------------------------------------------------------------------------------------------------------------|------------|----------------------|---------------|-------------|------------|
| **1997-3 Floating Rate  Student Loan-Backed  Certificates  78442GAT3** |       | 902        |       | JPMorgan Chase Bank  C/O JP Morgan Investor Services  14201 Dallas Pkwy 12th Floor  Mail Code 121  Dallas, TX  75254 |       | $                    | 53,650,000.00 |        | 59.51      | % |
|                                                                   |       |       |       |                                                                                                                      |       |                 |          |        |       |
| ** **                                                             |       | 443        |       | Pershing LLC  C/O ADP Proxy Services  51 Mercedes Way  Edgewood, NY  11717                                           |       | $                    | 12,150,000.00 |        | 13.48      | % |
|                                                                   |       |       |       |                                                                                                                      |       |                 |          |        |       |
|                                                                   |       | 997        |       | State Street Bank and  Trust Co.*  1776 Heritage Dr.  Global Corp Action Unit JAB 5NW  No. Quincy, MA  02171         |       | $                    | 12,200,000.00 |        | 13.53      | % |
|                                                                   |       |       |       |                                                                                                                      |       |                 |          |        |       |
| ** **                                                             |       | 954        |       | Mellon Trust of New  England  525 William Penn Place Suite 3418  Pittsburgh, PA  15259                               |       | $                    | 12,150,000.00 |        | 13.48      | % |

** **

**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 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 1997-3, filed four (4) CurrentReports on Form 8-K with the Commission during the period covered by thisreport. They are:

 

•              OnJanuary 30, 2004, in connection with the January 26, 2004 QuarterlyDistribution Report;

•              OnMay 3, 2004, in connection with the April 26, 2004 Quarterly DistributionReport;

•              OnAugust 2, 2004, in connection with the July 26, 2004 Quarterly DistributionReport; and

•              OnNovember 2, 2004, in connection with the October 25, 2004 QuarterlyDistribution 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 1997-3 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 Trust1997-3;

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 Depositor of the SLM Student Loan Trust 1997-3

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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 Trust1997-3;

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/ C.E. ANDREWSC.E. AndrewsChief Financial OfficerSLM Funding LLC,as the Depositor for SLM Student Loan Trust 1997-3

 

 

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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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