SLM FUNDING CORP
8-K, 1997-11-06
ASSET-BACKED SECURITIES
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                    Form 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported):  October 17, 1997
                                                         ----------------



                            SLM FUNDING CORPORATION 
                            -----------------------
                formerly known as SALLIE MAE FUNDING CORPORATION
             (Exact name of registrant as specified in its charter)
            (Originator of the Sallie Mae Student Loan Trust 1995-1,
                   the Sallie Mae Student Loan Trust 1996-1,
                       the SLM Student Loan Trust 1996-2,
                       the SLM Student Loan Trust 1996-3,
                       the SLM Student Loan Trust 1996-4,
                       the SLM Student Loan Trust 1997-1,
                       the SLM Student Loan Trust 1997-2,
                       the SLM Student Loan Trust 1997-3,
                     and the SLM Student Loan Trust 1997-4)


Delaware                33-95474/333-2502/333-24949        23-2815650
- --------                ---------------------------        ----------
(State or other         (Commission File                   (I.R.S. employer
Jurisdiction of         Numbers)                           Identification No.)
Incorporation)



                              777 Twin Creek Drive
                              Killeen, Texas 76543
                    ----------------------------------------
                    (Address of principal executive offices)

                 Registrant's telephone number:  (817) 554-4500





                                  Page 1 of 4
                        Exhibit Index appears on Page 4
<PAGE>   2
Item 5.          Other Events

                 On or about November 12, 1997, SLM Student Loan Trust 1997-4,
a newly formed Delaware Business Trust (the "Trust"), intends to issue Floating
Rate Class A-1 and Class A-2 Student Loan-Backed Notes in the aggregate
principal amount of $2,477,000,000 (the "Notes") and Floating Rate Student
Loan-Backed Certificates in the aggregate principal amount of $89,900,000 (the
"Certificates," and, together with the Notes, the "Securities").  The Trust
intends to issue the Notes pursuant to an Indenture, dated as of November 1,
1997, among the Trust, Chase Manhattan Bank USA, National Association, as
eligible lender trustee (the "Eligible Lender Trustee"), and Bankers Trust
Company, as Indenture Trustee.  The Trust intends to issue the Certificates
pursuant to a Trust Agreement, dated as of November 1, 1997, between the
Registrant and the Eligible Lender Trustee.

                 In connection with the sale of the Securities, Morgan Stanley
& Co. Incorporated, a broker-dealer acting as an underwriter on behalf of the
Registrant ("Morgan Stanley"), has advised the Registrant that it has furnished
to a prospective investor written Structural Term Sheets (as defined in
Distribution of Certain Written Materials Relating to Asset-Backed Securities
(February 17, 1995) (response to no-action request from the Public Securities
Association)) (the "Computational Materials") with respect to the Securities
after the effective date of Registration Statement No. 333-24949 (the
"Registration Statement") but before the final prospectus (including both the
base prospectus and the prospectus supplement) became available and was
delivered to the prospective investor.  Morgan Stanley has further advised the
Registrant that the Computational Materials were furnished to the prospective
investor at such prospective investor's request in order to assist the investor
in determining whether the proposed structure for the sale of the Securities
would meet the investor's needs.  The contents of this Current Report on Form
8-K shall be deemed to be incorporated by reference in the Registration
Statement and to be a part thereof from the date of filing hereof.


Item 7.          Financial Statements, Pro Forma Financial Statements and
                 Exhibits

                 (c)  Exhibits

                          99.1    Computational Materials





                                  Page 2 of 4
                        Exhibit Index appears on Page 4
<PAGE>   3
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

Dated:   November 6, 1997

                                       SLM FUNDING
                                         CORPORATION
                                       
                                       By:  /s/ ROBERT R. LEVINE
                                           ----------------------------
                                       Name:    Robert R. Levine
                                       Title:   Chief Financial Officer





                                  Page 3 of 4
                        Exhibit Index appears on Page 4
<PAGE>   4
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                Sequentially
         Exhibit                                                Numbered
         Number              Exhibit                            Page
         -------             -------                            ------------
                                                                
         <S>                 <C>                                <C>
         99.1                Computational Materials            
</TABLE>





                                  Page 4 of 4
                        Exhibit Index appears on Page 4

<PAGE>   1
                            STRUCTURAL TERM SHEET               October 28, 1997

    Chase Manhattan Bank USA, National Association, Eligible Lender Trustee
                    Bankers Trust Company, Indenture Trustee
                   SALLIE MAE SERVICING CORPORATION SERVICER
                         SLM FUNDING CORPORATION SELLER

                         SLM STUDENT LOAN TRUST 1997-4
      [$1,456,350,000]* FLOATING  RATE CLASS A-1 STUDENT LOAN-BACKED NOTES
      [$1,028,500,000]* FLOATING RATE CLASS A-2 STUDENT LOAN-BACKED NOTES
        [$90,150,000]* FLOATING RATE STUDENT LOAN-BACKED CERTIFICATES

    *NOTE:  THE CLASS A-1 AND A-2 NOTES AND THE ASSETS OF THE SLM STUDENT
  LOAN TRUST 1997-4 (THE "TRUST") ARE EXPECTED TO BE SUBSTANTIALLY SIMILAR
  TO THOSE OF SLM STUDENT LOAN TRUST 1997-3.  THE FINAL ASSETS OF THE TRUST
   MAY DIFFER AND ANY SUCH DIFFERENCE WILL IMPACT CLASS SIZE, MATURITIES,
                         AVERAGE LIFE AND DURATION.

                             TRANSACTION HIGHLIGHTS

<TABLE>
<CAPTION>
    ===========================================================================================
                         PAR           EXPECTED RATINGS       AVERAGE LIFE
         CLASS          AMOUNT        (MOODY'S/S&P/FITCH)    (CALL/NO CALL)          INDEX
    ===========================================================================================
    <S>           <C>                    <C>               <C>                    <C>
     Class A-1    [$1,456,350,000]*      Aaa/AAA/AAA        [2.52 / 2.52 yrs.]*   91 Day T-Bill
    -------------------------------------------------------------------------------------------
     Class A-2    [$1,028,500,000]*      Aaa/AAA/AAA        [7.20 / 7.26 yrs.]*   91 Day T-Bill
    -------------------------------------------------------------------------------------------
    Certificates   [$90,150,000]*          A2/A+/A+        [9.12 / 10.98 yrs.]*   91 Day T-Bill
    -------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                          CLASS A-1                         CLASS A-2                   CERTIFICATES
                                          ---------                         ---------                   ------------

<S>                                  <C>                               <C>                         <C>
Expected Principal        
Amount:                               [$1,456,350,000]*                 [$1,028,500,000]*              [$90,150,000]*

Expected Ratings
(Moody's/S&P/Fitch):                     Aaa/AAA/AAA                       Aaa/AAA/AAA                    A2/A+/A+

Expected Coupon:                     91-day T-bill+0.75%               91-day T-bill+0.75%         91-day T-Bill + [__]%
</TABLE>





 This information has been prepared in connection with the proposed issuance of
securities representing obligations of and interests in the above trust, and is
based in part on information provided by SLM Funding Corporation, with respect
to the expected characteristics of the pool of student loans in respect of
which these securities will be issued.  The actual characteristics and
performance of the student loans will differ from the assumptions used in
preparing these materials, which are hypothetical in nature.  Changes in the
assumptions may have a material impact on the information set forth in these
materials.  No representation is made that any performance or return indicated
herein will be achieved.  For example, it is very unlikely that student loans
will repay at a constant rate or follow a predictable pattern.  This
information may not be used or otherwise disseminated in connection with the
offer or sale of these or any other securities, except in connection with the
initial offer or sale of these securities to you to the extent set forth below. 
NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR
COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON WHICH THEY ARE BASED.

 These materials do not constitute an offer to buy or sell or a solicitation of
an offer to buy or sell any security or instrument or to participate in any
particular trading strategy.  ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD
BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS.  SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT. These materials, including any
description of the student loans contained herein, supersede any information
previously distributed, and in the event of any such offering shall be deemed
superseded in their entirety by such Prospectus and Prospectus Supplement.

<PAGE>   2
                                                                October 28, 1997


<TABLE>
<CAPTION>
                                          CLASS A-1                       CLASS A-2                    CERTIFICATES
                                          ---------                       ---------                    ------------

<S>                              <C>                                                             <C>
Expected Yield:                      91-day T-bill+0.84%             91-day T-bill+0.84%          91-day T-Bill + [__]%

Price:                               To be calculated on             To be calculated on           To be calculated on
                                         Nov. 3, 1997                    Nov. 3, 1997                  Nov. 3, 1997

Pricing Speed:                     7% CPR, to auction call         7% CPR, to auction call       7% CPR, to auction call

ERISA Eligibility:                           Yes                             Yes                            No

Joint Bookrunners                    Goldman Sachs, MSDW             Goldman Sachs, MSDW           Goldman Sachs, MSDW

PRINCIPAL PAYMENTS:
- -------------------
Expected Average Life (Call):           [2.52 years]*                   [7.20 years]*                 [9.12 years]*

Legal Final Maturity:                      [   ]*                           [  ]*                         [  ]*

Credit Enhancement:              Class A-1 and Class A-2 are supported by 3.5% subordination,        Certificates are
                                 a [0.25]% reserve fund (of Initial Pool Balance) and Excess      supported by a [0.25]%
                                                            Spread                               reserve fund (of Initial
                                                                                                 Pool Balance) and Excess
                                                                                                          Spread
</TABLE>





 This information has been prepared in connection with the proposed issuance of
securities representing obligations of and interests in the above trust, and is
based in part on information provided by SLM Funding Corporation, with respect
to the expected characteristics of the pool of student loans in respect of
which these securities will be issued.  The actual characteristics and
performance of the student loans will differ from the assumptions used in
preparing these materials, which are hypothetical in nature.  Changes in the
assumptions may have a material impact on the information set forth in these
materials.  No representation is made that any performance or return indicated
herein will be achieved.  For example, it is very unlikely that student loans
will repay at a constant rate or follow a predictable pattern.  This
information may not be used or otherwise disseminated in connection with the
offer or sale of these or any other securities, except in connection with the
initial offer or sale of these securities to you to the extent set forth below. 
NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR
COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON WHICH THEY ARE BASED.

 These materials do not constitute an offer to buy or sell or a solicitation of
an offer to buy or sell any security or instrument or to participate in any
particular trading strategy.  ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD
BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS.  SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT. These materials, including any
description of the student loans contained herein, supersede any information
previously distributed, and in the event of any such offering shall be deemed
superseded in their entirety by such Prospectus and Prospectus Supplement.

<PAGE>   3
                                                                October 28, 1997


Seller:                    SLM Funding Corporation (the "Seller"), a 
                           wholly-owned subsidiary of Student Loan Marketing
                           Association ("Sallie Mae").

Servicer:                  Sallie Mae Servicing Corporation (the "Servicer"), 
                           a wholly-owned subsidiary of Sallie Mae that manages
                           and operates Sallie Mae's loan servicing functions.
                           Under certain circumstances, the Servicer may
                           transfer its obligations as Servicer. The Servicer
                           will receive a fee as described in the Prospectus
                           Supplement.

Optional Purchase:         The Seller may purchase or arrange for the purchase 
                           of all remaining Trust Student Loans, and thus effect
                           the early retirement of the Notes and the
                           Certificates, on any Distribution Date on or after
                           which the Pool Balance is equal to 10% or less of the
                           Initial Pool Balance, at a price equal to the
                           aggregate Purchase Amounts for such Trust Student
                           Loans as of the end of the preceding Collection
                           Period (but not less than the Minimum Purchase Amount
                           plus any Note Interest Carryover and any Certificate
                           Return Carryover). See "Formation of the Trusts --
                           Termination" in the Prospectus.  The "Initial Pool
                           Balance" will equal the Pool Balance as of the Cutoff
                           Date.

Auction:                   If the Seller has waived its option to purchase the 
                           Trust Student Loans, the Indenture Trustee may
                           auction the Trust Student Loans when the Pool Balance
                           is equal to 10% or less of the Initial Pool Balance,
                           at a price not less than the Minimum Purchase Price.





 This information has been prepared in connection with the proposed issuance of
securities representing obligations of and interests in the above trust, and is
based in part on information provided by SLM Funding Corporation, with respect
to the expected characteristics of the pool of student loans in respect of
which these securities will be issued.  The actual characteristics and
performance of the student loans will differ from the assumptions used in
preparing these materials, which are hypothetical in nature.  Changes in the
assumptions may have a material impact on the information set forth in these
materials.  No representation is made that any performance or return indicated
herein will be achieved.  For example, it is very unlikely that student loans
will repay at a constant rate or follow a predictable pattern.  This
information may not be used or otherwise disseminated in connection with the
offer or sale of these or any other securities, except in connection with the
initial offer or sale of these securities to you to the extent set forth below. 
NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR
COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON WHICH THEY ARE BASED.

 These materials do not constitute an offer to buy or sell or a solicitation of
an offer to buy or sell any security or instrument or to participate in any
particular trading strategy.  ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD
BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS.  SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT. These materials, including any
description of the student loans contained herein, supersede any information
previously distributed, and in the event of any such offering shall be deemed
superseded in their entirety by such Prospectus and Prospectus Supplement.

<PAGE>   4
                                                                October 28, 1997


First Interest Payment
Date:                      [April 25, 1997]

Day Count Basis:           Actual/Actual

Payment Dates:             Quarterly, on about the 25th of each January, April, 
                           July, October

Expected Settlement:       [Week of November 10, 1997]

Settlement:                Book-entry form through the facilities of DTC

Tax Considerations:        In the opinion of Federal Tax Counsel and Delaware 
                           Tax Counsel, the Notes will be characterized as debt
                           for federal and Delaware state tax purposes.



TRUST PRINCIPAL COMPONENT OF
PORTFOLIO AS OF CUTOFF DATE:            [$2,503,689,634]*





 This information has been prepared in connection with the proposed issuance of
securities representing obligations of and interests in the above trust, and is
based in part on information provided by SLM Funding Corporation, with respect
to the expected characteristics of the pool of student loans in respect of
which these securities will be issued.  The actual characteristics and
performance of the student loans will differ from the assumptions used in
preparing these materials, which are hypothetical in nature.  Changes in the
assumptions may have a material impact on the information set forth in these
materials.  No representation is made that any performance or return indicated
herein will be achieved.  For example, it is very unlikely that student loans
will repay at a constant rate or follow a predictable pattern.  This
information may not be used or otherwise disseminated in connection with the
offer or sale of these or any other securities, except in connection with the
initial offer or sale of these securities to you to the extent set forth below. 
NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR
COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON WHICH THEY ARE BASED.

 These materials do not constitute an offer to buy or sell or a solicitation of
an offer to buy or sell any security or instrument or to participate in any
particular trading strategy.  ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD
BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS.  SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT. These materials, including any
description of the student loans contained herein, supersede any information
previously distributed, and in the event of any such offering shall be deemed
superseded in their entirety by such Prospectus and Prospectus Supplement.

<PAGE>   5
                                                            October 17, 1997 

       Chase Manhattan Bank USA. N.A., Eligible Lender ("Owner") Trustee
                   Bankers Trust Company, Indenture Trustee
                   SALLIE MAE SERVICING CORPORATION SERVICER
                         SLM FUNDING CORPORATION SELLER

                          SLM STUDENT LOAN TRUST 1997-4
       [$1,456,350,000]* FLOATING RATE CLASS A-1 STUDENT LOAN-BACKED NOTES
       [$1,028,500,000]* FLOATING RATE CLASS A-2 STUDENT LOAN-BACKED NOTES
         [$90,150,000]* FLOATING RATE STUDENT LOAN-BACKED CERTIFICATES

                             TRANSACTION HIGHLIGHTS
                             ----------------------
<TABLE>
<CAPTION>
=======================================================================================================================
                    PAR             EXPECTED RATINGS        AVERAGE LIFE        PAYMENT                         PRICE
  CLASS            AMOUNT         (MOODY'S/S&P/FITCH)       (CALL/TURBO)      WINDOW (CALL)      INDEX          TALK
=======================================================================================================================
<S>            <C>                   <C>                 <C>                  <C>            <C>             <C>     
 Class A-1     [$1,456,350,000]*     Aaa/AAA/AAA          [2.52/2.52 yrs]*    [4-58, 55]*    91 Day T-Bill   [+81.5]*
- -----------------------------------------------------------------------------------------------------------------------
 Class A-2     [$1,028,500,000]*     Aaa/AAA/AAA          [7.20/7.26 yrs.]*   [58-109, 52]*  91 Day T-Bill   [+85.5]*
- -----------------------------------------------------------------------------------------------------------------------
 Certificate    [$90,150,000]*        A2/A+/A+           [9.12/10.98 yrs.]*     [ 109, 1]*   91 Day T-Bill   
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                        CLASS A-1                CLASS A-2                CERTIFICATES
                                        ---------                ---------                ------------
<S>                             <C>                        <C>                        <C>          
Principal Amount:                     [$1,456,350,000]*        [$1,028,500,000]*          [$90,150,000]*

Expected Ratings                        Aaa/AAA/AAA              Aaa/AAA/AAA                A2/A+/A+
(Moody's/S&P/Fitch):

ERISA Eligibility:                         Yes                       Yes                       No 

Joint Bookrunners                  MSDW, [Goldman Sachs)      MSDW,[Goldman Sachs]      MSDW, [Goldman Sachs]

PRINCIPAL PAYMENTS:
- ------------------
Expected Average Life                   [2.52 years]*           [7.20 years]*             [9.12 years]*
(Call):

Expected Final Maturity                   [10/02]*                 [1/07]*                   [1/07]*
(Call):

Legal Final Maturity                       [7/06]*                 [1/11]*                   [1/13]*

Credit Enhancement:             Class A-1 is supported by    Class A-2 is supported by    Certificates are supported
                               3.5% subordination, a 0.25%    3.5% subordination, a        by a 0.25% reserve fund
                               reserve fund (of Initial Pool  0.25% reserve fund (of      (of Initial Pool Balance)
                               Balance) and Excess Spread     Initial Pool Balance) and      and Excess Spread 
                                                                  Excess Spread
</TABLE>

Note: *  The accounts in the SLM Student Loan Trust 1997-4 will attempt to 
         mirror the SLM 1997-3 collateral.  However, changes in total Trust 
         principal and tranching will impact maturities, average life and 
         duration, thereby impacting pricing.
       

<PAGE>   6
                                                            OCTOBER 17, 1997



Seller:                  SLM Funding Corporation (the "Seller"), a wholly-owned
                         subsidiary of Student Loan Marketing Association
                         ("Sallie Mae"). Because the Seller is not an
                         institution eligible to hold legal title to the Student
                         Loans, Chase Manhattan Bank USA, National Association,
                         as eligible lender trustee for the Seller (the "Interim
                         Trustee") will hold legal title to the Student Loans on
                         behalf of the Seller pursuant to a trust agreement to
                         be dated as of [TBD, 1997] between the Interim Trustee
                         and the Seller (as amended and supplemented from time
                         to time, the "Interim Trust Agreement"). References to
                         the "Seller" herein mean the Interim Trustee for all
                         purposes, where the context so requires, involving the
                         holding or transferring of legal title to the Trust
                         Student Loans.

Servicer:                Sallie Mae Servicing Corporation (the "Servicer"), a
                         wholly-owned subsidiary of Sallie Mae that manages and
                         operates Sallie Mae's loan servicing functions. Under
                         certain circumstances, the Servicer may transfer its
                         obligations as Servicer.

Servicing Fee:           Before [January, 2002] the primary servicing fee will
                         equal to 1/12 of [0.80%] of the outstanding balance of
                         the student loans. After [January, 2002], the primary
                         servicing fee will be equal to the lesser of (1) to 
                         1/12 of [0-80%] of the outstanding balance of the 
                         student loans; (ii) [$4.07] times the number of 
                         accounts in the Trust (the "Unit Amount"). 
                         Additionally after that date, a Carryover Servicing 
                         Fee will be payable out of the excess cashflow equal 
                         to the sum of (a) the amomt by which (i) 1/12 of 
                         [0-80%] exceeds (ii) the Unit Amount and (b) certain 
                         other costs described in the Prospectus Supplement.

Optional Purchase:       The Seller may purchase or arrange for the purchase of
                         all remaining Trust Student Loans, and thus effect the
                         early retirement of the Notes and the Certificates, on
                         any Distribution Date on or after which the Pool
                         Balance is equal to 10% or less of the Initial Pool
                         Balance, at a price equal to the aggregate Purchase
                         Amounts for such Trust Student Loans as of the end of
                         the preceding Collection Period (but not less than the
                         Minimum Purchase Amount plus any Note Interest
                         Carryover and any Certificate Return Carryover). See
                         "Formation of the Trusts -- Termination" in the
                         Prospectus. The "Initial Pool Balance" will equal the
                         Pool Balance as of the Cutoff Date.


INTEREST PAYMENTS:

First Interest Payment   [April 25-1997]
Date:
Day Count Basis:         Actual/Actual

Payment Dates:           Quarterly, on about the 25th of each January, April, 
                         July, October

Expected Settlement:     [TBD, 1997]

Settlement:              Book-entry form through the facilities of DTC.  
                         Euroclear, societe anonyme and Cedel

Tax Considerations:      The Notes will be characterized as debt for federal and
                         Delaware state tax purposes of securities having the 
                         same terms as the Notes.

Note: *  The accounts in the SLM Student Loan Trust 1997-4 will attempt to 
         mirror the SLM 1997-3 collateral.  However, changes in total Trust 
         principal and tranching will impact maturities, average life and 
         duration, thereby impacting pricing.

<PAGE>   7
                                                            OCTOBER 17, 1997


                          COLLATERAL DESCRIPTION

Description of 
  Accounts:             All of the student loan collateral is government 
                        guaranteed through reinsurance with the Department of
                        Education (DOE), Guaranteed Student Loans are insured 
                        for 98 or 100% of principal and accrued interest by 
                        Guarantee Agencies which are reinsured by the Federal
                        Government.  Guarantors can claim reimbursement from the
                        Federal Government for defaulted loans.  The DOE is 
                        required to stand behind Guarantors in the case of a
                        Guarantor insolvency, however the actual timing of DOE
                        assistance in the case of Guarantor insolvency is 
                        unclear.

                        A claim can only be rejected by a Guarantee agency (and
                        subsequently the DOE) if a loan servicer has not
                        followed the proper servicing procedures and policies.

TRUST PRINCIPAL 
COMPONENT OF
PORTFOLIO AS OF 
CUTOFF DATE:            [$2,503,689,634]*









Note: *  The accounts in the SLM Student Loan Trust 1997-4 will attempt to 
         mirror the SLM 1997-3 collateral.  However, changes in total Trust
         principal and tranching will impact maturities, average life and 
         duration, thereby impacting pricing.
         






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