SLM FUNDING CORP
8-K, 2000-10-05
ASSET-BACKED SECURITIES
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                                  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): September 26, 2000

                             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,
                       the SLM Student Loan Trust 1997-4,
                       the SLM Student Loan Trust 1998-1,
                       the SLM Student Loan Trust 1998-2,
                       the SLM Student Loan Trust 1999-1,
                       the SLM Student Loan Trust 1999-2,
                       the SLM Student Loan Trust 1999-3,
                       the SLM Student Loan Trust 2000-1,
                       the SLM Student Loan Trust 2000-2,
                       the SLM Student Loan Trust 2000-3, and
                       the SLM Student Loan Trust 2000-4)

  Delaware           33-95474/333-2502/333-24949/333-44465/      23-2815650
  --------           --------------------------------------      ----------
(State or other                     333-30932                 (I.R.S. employer
Jurisdiction of                     ---------                Identification No.)
Incorporation)                  (Commission File
                                    Numbers)

                              7773 Twin Creek Drive
                              Killeen, Texas 76543
                   ----------------------------------------
                   (Address of principal executive offices)

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


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                         Exhibit Index appears on Page 5
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Item 5. Other Events.


 .     Closing of SLM Student Loan Trust 2000-4

      On September 12, 2000, the following agreements were executed and
delivered by the respective parties thereto: (a) the Pricing Agreement relating
to certain of the Student Loan-Backed Notes, dated September 12, 2000, among SLM
Funding Corporation ("SLM Funding"), the Student Loan Marketing Association
("Sallie Mae"), and Chase Securities Inc and Goldman, Sachs & Co. on behalf of
the Underwriters named in Schedule I to each of the Pricing Agreements (the
"Underwriters") and (b) the Placement Agency Agreement relating to certain of
the Student Loan-Backed Notes, dated September 12, 2000, among SLM Funding,
Sallie Mae and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

      On September 1 or September 26, 2000, the following agreements were
executed and delivered by the respective parties thereto: (a) the Purchase
Agreement, dated as of September 26, 2000, by and among SLM Funding, Chase
Manhattan Bank USA, National Association, not in its individual capacity but
solely as interim eligible lender trustee (the "Interim Eligible Lender
Trustee"), and Sallie Mae; (b) the Interim Trust Agreement, dated as of
September 1, 2000, by and between SLM Funding and Chase Manhattan Bank USA,
National Association, not in its individual capacity but solely as Interim
Eligible Lender Trustee; (c) the Trust Agreement, dated as of September 1, 2000,
by and between SLM Funding and Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as eligible lender trustee (the
"Eligible Lender Trustee"); (d) the Indenture, dated as of September 1, 2000
(the "Indenture"), by and among the SLM Student Loan Trust 2000-4 (the "Trust"),
the Eligible Lender Trustee, and Bankers Trust Company, not in its individual
capacity but solely as the trustee under the Indenture (the "Indenture
Trustee"); (e) the Sale Agreement, dated as of September 26, 2000, by and among
the Trust, Sallie Mae, the Eligible Lender Trustee, Sallie Mae Servicing


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                         Exhibit Index appears on Page 5
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Corporation (the "Servicer"), SLM Funding and the Indenture Trustee; (f) the
Administration Agreement Supplement, dated as of September 26, 2000, by and
among the Trust, Sallie Mae, the Eligible Lender Trustee, the Servicer, SLM
Funding and the Indenture Trustee, (g) the Servicing Agreement, dated as of
September 26, 2000, by and among the Servicer, Sallie Mae, the Trust, the
Eligible Lender Trustee and the Indenture Trustee; (h) the Class A-1 Note
Purchase Agreement dated September 26, 2000 by and among SLM Funding, Sallie Mae
and Merrill Lynch Bank USA; and (i) the Class A-2 Note Purchase Agreement dated
September 26, 2000 by and among SLM Funding, Sallie Mae and Merrill Lynch Bank &
Trust Co.

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

      (c) Exhibits

            1.1   Pricing Agreement relating to the Student Loan-Backed Notes,
                  dated September 12, 2000, by and among SLM Funding, Sallie Mae
                  and the Underwriters.

            1.2   Placement Agency Agreement dated September 12, 2000 by and
                  among SLM Funding, Sallie Mae and Merrill Lynch, Pierce,
                  Fenner & Smith Incorporated.

            4.1   Interim Trust Agreement, dated as of September 1, 2000, by and
                  between SLM Funding and the Interim Eligible Lender Trustee.

            4.2   Trust Agreement, dated as of September 1, 2000, by and between
                  SLM Funding and the Eligible Lender Trustee.

            4.3   Indenture, dated as of September 1, 2000, by and among the
                  Trust, the Eligible Lender Trustee and the Indenture Trustee.

            99.1  Purchase Agreement, dated as of September 26, 2000, by and
                  among SLM Funding, the Interim Eligible Lender Trustee and
                  Sallie Mae.

            99.2  Sale Agreement, dated as of September 26, 2000, by and among
                  SLM Funding, the Interim Eligible Lender Trustee, the Eligible
                  Lender Trustee and the Trust.

            99.3  Administration Agreement Supplement, dated as of September 26,
                  2000, by and among the Trust, Sallie Mae, SLM Funding, the
                  Eligible Lender Trustee, the Servicer and the Indenture
                  Trustee.

            99.4  Servicing Agreement, dated as of September 26, 2000, by and
                  among the Servicer, Sallie Mae, the Trust, the Eligible Lender
                  Trustee and the Indenture Trustee.

            99.5  Class A-1 Note Purchase Agreement dated September 26, 2000 by
                  and among SLM Funding, Sallie Mae and Merrill Lynch Bank &
                  Trust Co.

            99.6  Class A-2 Note Purchase Agreement dated September 26, 2000 by
                  and among SLM Funding, Sallie Mae and Merrill Lynch Bank USA.



                                   Page 3 of 5
                         Exhibit Index appears on Page 5

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                                   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: October __, 2000

                                          SLM FUNDING CORPORATION


                                          By: /s/William M. E. Rachal, Jr.
                                              ----------------------------
                                          Name: William M. E. Rachal, Jr.
                                          Title: Treasurer and Controller


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                         Exhibit Index appears on Page 5
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                                INDEX TO EXHIBIT


Exhibit
Number         Exhibit
------         -------
1.1            Pricing Agreement relating to the Student Loan-Backed Notes,
               dated September 12, 2000, by and among SLM Funding, Sallie Mae
               and the Underwriters.

1.2            Placement Agency Agreement dated September 12, 2000 by and among
               SLM Funding, Sallie Mae and Merrill Lynch, Pierce, Fenner &
               Smith Incorporated.

4.1            Interim Trust Agreement, dated as of September 1, 2000, by and
               between SLM Funding and the Interim Eligible Lender Trustee.

4.2            Trust Agreement, dated as of September 1, 2000, by and between
               SLM Funding and the Eligible Lender Trustee.

4.3            Indenture, dated as of September 1, 2000, by and among the Trust,
               the Eligible Lender Trustee and the Indenture Trustee.

99.1           Purchase Agreement, dated as of September 26, 2000, by and among
               SLM Funding, the Interim Eligible Lender Trustee and Sallie Mae.

99.2           Sale Agreement, dated as of September 26, 2000, by and among SLM
               Funding, the Interim Eligible Lender Trustee, the Eligible Lender
               Trustee and the Trust.

99.3           Administration Agreement Supplement, dated as of September 26,
               2000, by and among the Trust, Sallie Mae, SLM Funding, the
               Eligible Lender Trustee, the Servicer and the Indenture
               Trustee.

99.4           Servicing Agreement, dated as of September 26, 2000, by and
               among the Servicer, Sallie Mae, the Trust, the Eligible Lender
               Trustee and the Indenture Trustee.

99.5           Class A-1 Note Purchase Agreement dated September 26, 2000 by and
               among SLM Funding, Sallie Mae and Merrill Lynch Bank & Trust Co.

99.6           Class A-2 Note Purchase Agreement dated September 26, 2000 by
               and among SLM Funding, Sallie Mae and Merrill Lynch Bank USA.


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                         Exhibit Index appears on Page 5



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