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LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

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PROSPECTUS<br />

The National Collegiate Funding Student Loan Trusts<br />

The Depositor<br />

Student Loan Asset Backed <strong>Notes</strong><br />

______________________<br />

The National Collegiate Funding LLC<br />

Depositor<br />

The National Collegiate Funding LLC is a wholly-owned subsidiary of The First Marblehead<br />

Corporation.<br />

The <strong>Notes</strong><br />

The depositor intends to form trusts to issue student loan asset backed notes. Each issue will have its<br />

own series designation. We will sell the notes from time to time in amounts, at prices and on terms<br />

determined at the time of offering and sale.<br />

Each series may include:<br />

<br />

One or more classes of notes secured by the assets of that trust; and<br />

A class of notes may:<br />

<br />

<br />

Be senior or subordinate to other classes; and<br />

Receive payments from one or more forms of credit or cash flow enhancements designed to<br />

reduce the risk to investors caused by shortfalls in payments on the related student loans.<br />

Each class of notes will have the right to receive payments on the dates and in the manner described in<br />

the applicable supplement to this prospectus.<br />

Trust Assets<br />

The assets of each trust will include:<br />

Private student loans that are not entitled to any federal reinsurance or assistance from any<br />

governmental entity;<br />

<br />

<br />

Guaranty obligations of any private guarantors of the student loans, if applicable; and<br />

Other funds, investments and property described in the applicable prospectus supplement.<br />

A supplement to this prospectus will describe the specific amounts, prices and terms of the notes of each<br />

series. The supplement will also give details of the specific student loans, credit enhancement and other<br />

assets of the trust.<br />

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the<br />

notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.<br />

You should consider carefully the risk factors described in the prospectus supplement that accompanies this prospectus.<br />

Each issue of notes represents obligations of, or interests in, the applicable trust only. They do not represent interests in or<br />

obligations of The First Marblehead Corporation, any seller or guarantor of loans to the depositor, the depositor, the servicers<br />

or any of their affiliates.<br />

The notes are not guaranteed or insured by the United States of America or any governmental agency.<br />

This prospectus may be used to offer and sell any series of notes only if accompanied by the prospectus supplement for that<br />

series.<br />

May 14, 2004

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