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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20659
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.
Commission File Number: 333-58073-01
------------
KEYCORP STUDENT LOAN TRUST 1999-A
--------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 36-7238740
- - ------------------------------------ -------------------
STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
C/O KEY BANK USA, NATIONAL ASSOCIATION, AS ADMINISTRATOR, 800 SUPERIOR AVE,
- - ---------------------------------------------------------------------------
ATTN: DEBI FRONIUS, CLEVELAND, OHIO 44114
- - --------------------------------------- ----------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (216) 828-9353
---------------
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 12 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
The registrant has no officer, director or beneficial owner of more
than 10% of equity securities to whom Section 16(a) of the Act applies and
consequently Item 405 of Regulation S-K does not apply.
The registrant does not have any voting stock, has not been involved in
bankruptcy proceedings during the past five years and is not a corporate
registrant.
No documents are incorporated by reference into this Form 10-K.
Exhibit Index on Page 9
Page 1 of 19 Pages
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This Annual Report on Form 10-K is filed in reliance upon certain no
action letters, including a letter dated May 9, 1997, issued by the Chief
Counsel, Division of Corporate Finance of the Securities and Exchange Commission
relating to the KeyCorp Student Loan Trust 1996-A, Registration No. 333-4274,
stating that the Division will not object if the Registrant files reports
pursuant to Sections 13 and 15(d) of the Securities Exchange Act in the manner
described in a letter dated April 28, 1997, to the Office of Chief Counsel on
behalf of the Registrant. Accordingly, certain items have been omitted from or
modified in this Annual Report on Form 10-K.
PART I
Item 1. BUSINESS.
Omitted
Item 2. PROPERTIES.
The property of the Registrant consists solely of student loans
that are either (i) guaranteed as to the payment of principal and
interest by the Pennsylvania Higher Education Assistance Agency
("PHEAA"), the Educational Credit Management Corporation ("ECMC"),
the Nebraska Student Loan Program ("NSLP") or the Massachusetts
Higher Education Assistance Corporation now doing business as
American Student Assistance ("ASA"), and are reinsured by the
United States Department of Education (the "Department") or (ii)
guaranteed as to the payment of principal and interest by The
Education Resources Institute, Inc. ("TERI") or HEMAR Insurance
Corporation of America ("HICA"), each a private guarantor and not
reinsured by the Department.
See Exhibits 99(a) and 99(e) a Certificate of Pennsylvania Higher
Education Assistance Agency ("PHEAA"), as Servicer of the
Registrant, and the Independent Accountant's Report of KPMG Peat
Marwick with respect to the activities of such Servicer during the
fiscal year ended December 31, 1999,
See Exhibit 99(b) a Certificate of EFS Services, Inc. ("EFS"), as
Servicer of the Registrant with respect to the activities of such
Servicer during the fiscal year ended December 31, 1999 and
See Exhibits 99(c) and 99(f) a Certificate of Key Bank USA,
National Association, as Administrator of the Registrant, and the
Independent Auditor's Report of Ernst & Young with respect to the
activities of the Administrator during the fiscal year ended
December 31, 1999.
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See Exhibit 99(d) a Certificate of Bank One, National Association
(fka The First National Bank of Chicago), as Issuer of the
Registrant respect to the activities of the Issuer during the
fiscal year ended December 31, 1999
Item 3. LEGAL PROCEEDINGS.
The Registrant knows of no material pending legal proceedings
involving the Registrant or its property.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to Certificateholders for a vote during
the fiscal year covered by this Annual Report.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
At December 31, 1999, there were two (2) registered holders of the
Registrant's Floating Rate Asset Backed Certificates
("Certificates") (i) Key Bank USA, National Association and (ii)
CEDE & Co., as nominee of The Depository Trust Company ("DTC"). At
December 31, 1999, there were two (2) persons registered on the
books of DTC as record owners of Certificates. There is no
established public market in which the Certificates are traded.
Item 6. SELECTED FINANCIAL DATA.
Omitted.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Omitted.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Omitted.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted.
Item 11.. EXECUTIVE COMPENSATION.
Omitted.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of December 31, 1999, the Certificates were registered in the
name of (i) Key Bank USA, National Association and (ii) CEDE &
Co., as nominee of DTC. As of December 31, 1999, the books of DTC
indicate that the two (2) DTC participant institutions listed
below are record owners of in excess of five percent (5%) of the
Certificates issued by the Registrant. Only such participants,
however, know the identity of the beneficial owners of interests
in such Certificates.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Class
- - ------------------------------ ------------------------------------ ---------------------------------- -----------------
<S> <C> <C> <C>
Floating Rate Asset
Backed Certificates Boston Safe Deposit & Trust Co. $ 10,000,000. Principal amount 28.9
c/o Mellon Bank, N.A. of Certificates
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citibank, NA $ 24,167,000. Principal amount 69.9
Attn Marta Hoosain of Certificates
PO Box 30576
Tampa FL 33630-3576
</TABLE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) FINANCIAL STATEMENTS
Not Applicable
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(a)(2) FINANCIAL STATEMENT SCHEDULES
Not Applicable
(b) REPORTS ON FORM 8-K FILED DURING 1999:
8-K dated February 17, 1999, filing final transaction documents.
8-K dated June 28,1999, reporting under Item 5 thereof, the
regularly quarterly distribution to the holders of the Trust's
Floating Rate Asset Backed Certificates and Floating Rate Asset
Backed Notes and the distribution of the Certificateholder's
Statement and Noteholder's Statement.
8-K dated September 27, 1999, reporting under Item 5 thereof,
the regularly quarterly distribution to the holders of the
Trust's Floating Rate Asset Backed Certificates and Floating
Rate Asset Backed Notes and the distribution of the
Certificateholder's Statement and Noteholder's Statement.
8-K dated December 27, 1999, reporting under Item 5 thereof, the
regularly quarterly distribution to the holders of the Trust's
Floating Rate Asset Backed Certificates and Floating Rate Asset
Backed Notes and the distribution of the Certificateholder's
Statement and Noteholder's Statement.
(c) EXHIBITS. The following documents are filed as part of this
Annual Report on Form 10-K.
EXHIBIT NUMBER DESCRIPTION
1(a) Note Underwriting Agreement between Key Bank USA,
National Association and Credit Suisse First
Boston Corporation, dated February 3, 1999
[incorporated herein by reference to Exhibit 1.1
to the Current Report on Form 8-K dated February
17, 1999 (File No. 333-58073)].
1(b) Certificate Underwriting Agreement between Key
Bank USA, National Association and Credit Suisse
First Boston Corporation, dated February 3, 1999
[incorporated herein by reference to Exhibit 1.2
to the Current Report on Form 8-K dated February
17, 1999 (File No. 333-58073)].
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4(a) Indenture between KeyCorp Student Loan Trust
1999-A (the "Trust") and Bankers Trust Company
(the "Indenture Trustee") dated as of January 1,
1999, (including as exhibits thereto the forms of
Floating Rate Asset Backed Notes) [incorporated
herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K dated February 17, 1999 (File
No. 333-58073)].
4(b) Amended and Restated Trust Agreement between Key
Bank USA, National Association and The First
National Bank of Chicago (nka Bank One, National
Association) (the "Eligible Lender Trustee") dated
as of January 1, 1999, (including as an exhibit
thereto the form of Floating Rate Asset Backed
Certificate) [incorporated herein by reference to
Exhibit 4.2 to the Current Report on Form 8-K
dated February 17, 1999 (File No. 333-58073)].
4(c) Sale and Servicing Agreement among Key Bank USA,
National Association (as "Seller" and
"Administrator"), PHEAA, EFS, the Trust, and the
Eligible Lender Trustee dated as of January 1,
1999, [incorporated herein by reference to Exhibit
4.3 to the Current Report on Form 8-K dated
February 17, 1999 (File No. 333-58073)].
4(d) Administration Agreement among Key Bank USA,
National Association, as Administrator, the Trust,
and the Indenture Trustee, [incorporated herein by
reference to Exhibit 99.1 to the Current Report on
Form 8-K dated February 17, 1999 (File No.
333-58073)].
10(a) Form of Supplemental Sale and Servicing Agreement
among Key Bank USA, National Association, as
Seller and Administrator, PHEAA, EFS, the Trust,
the Eligible Lender Trustee, and the Indenture
Trustee [incorporated herein by reference to
Exhibit 10.3 to the Registration Statement on Form
S-3, as amended (File No 333-58073)].
10(b) Form of Guarantee Agreement between the Eligible
Lender Trustee on behalf of the Trust and PHEAA
[incorporated herein by reference to Exhibit 10.4
to the Registration Statement on Form S-3, as
amended (File No. 333-58073)].
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10(c) Form of Guarantee Agreement between the Eligible
Lender Trustee on behalf of the Trust and ASA
[incorporated herein by reference to Exhibit 10.5
to the Registration Statement on Form S-3, as
amended (File No. 333-58073)].
10(d) Form of Guarantee Agreement between the Eligible
Lender Trustee on behalf of the Trust and NSLP
[incorporated herein by reference to Exhibit 10.6
to the Registration Statement on Form S-3, as
amended (File No. 333-58073)].
10(e) Form of Guarantee Agreement between the Eligible
Lender Trustee on behalf of the Trust and ECMC
[incorporated herein by reference to Exhibit 10.7
to the Registration Statement on Form S-3, as
amended (File No. 333-58073)].
10(f) Form of Guarantee Agreement among the Eligible
Lender Trustee on behalf of the Trust, Key Bank
USA, National Association and TERI [incorporated
herein by reference to Exhibit 10.8 to the
Registration Statement on Form S-3, as amended
(File No. 333-58073)].
10(g) Form of Endorsement to Surety Bonds issued by
HICA, [incorporated herein by reference to Exhibit
10.9 to the Registration Statement on Form S-3, as
amended (File No. 333-58073)].
99(a) Servicer's Compliance Certificate from
Pennsylvania Higher Education Assistance Agency
(PHEAA).
99(b) Servicer's Compliance Certificate from EFS
Services, Inc.
99(c) Administrator's Compliance Certificate.
99(d) Issuer's Compliance Certificate.
99(e) Independent Accountant's Report of KPMG Peat
Marwick regarding PHEAA
99(f) Independent Auditor's Report of Ernst & Young
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf of the undersigned, thereunto duly authorized.
Date: March 29, 2000
KEYCORP STUDENT LOAN TRUST 1999-A
BY: BANK ONE, NATIONAL ASSOCIATION,
(FKA THE FIRST NATIONAL
BANK OF CHICAGO), NOT IN
ITS INDIVIDUAL CAPACITY BUT
SOLELY AS ELIGIBLE LENDER
TRUSTEE ON BEHALF OF THE
TRUST
by: /S/ JEFFREY L. KINNEY
----------------------------------
Name: JEFFREY L. KINNEY
-----------------------------
Title: VICE PRESIDENT
-----------------------------
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the Registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
<S> <C> <C>
99(a) Servicer's Compliance Certificate from PHEAA 10
--
99(b) Servicer's Compliance Certificate from EFS 11
--
99(c) Administrator's Compliance Certificate 12
--
99(d) Issuer's Compliance Certificate 13
--
99(e) Independent Accountant's Report of KPMG Peat 14
--
Marwick regarding PHEAA
99(f) Independent Auditor's Report of 19
--
Ernst & Young
</TABLE>
<PAGE> 10
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EXHIBIT 99(a)
KEYCORP STUDENT LOAN TRUST 1999-A
OFFICER'S CERTIFICATE
<TABLE>
<S> <C>
Bank One N.A. Banker's Trust Company
FKA First National Bank of Chicago Four Albany Street
One First National Plaza, Suite 0126 New York, New York 10006
Chicago, Corporate Trust Administration ATTN Corporate Trust & Agency Group
ATTN: Structured Finance
(312) 407-0192 (212) 250-6501
fax (312)407-1708 fax (212) 250-
Key Bank, USA, National Association
800 Superior Ave, 4th Floor
Cleveland, OH 44114
ATTN: Senior Vice President
Key Education Resources
(216) 828-9342
fax (216) 828-9416
</TABLE>
Pursuant to Section 4.09 of the Sale and Servicing Agreement (the "Agreement"),
the under signed hereby certifies that (i) a review of the activities of the
Servicer from Inception of the Trust through December 31, 1999, and of its
performance under the Agreement has been made, and (ii) to the best of our
knowledge, based on our review, the Servicer has fulfilled all its obligations
under the Agreement throughout such period
PENNSYLVANIA HIGHER EDUCATION
ASSISTANCE AGENCY, Servicer
Date: 2/15/ 2000 by: /S/ ERNEST P. BEARDSLEY
-------------- ---------------------------------
Name: Ernest P. Beardsley
Title: Senior Vice President
<PAGE> 11
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EXHIBIT 99(b)
KEYCORP STUDENT LOAN TRUST 1999-A
OFFICER'S CERTIFICATE
<TABLE>
<S> <C>
Bank One N.A. Banker's Trust Company
One First National Plaza, Suite 0126 Four Albany Street
Chicago, Illinois 60670 New York, New York 10006
ATTN: Corporate Trust Administration ATTN Corporate Trust & Agency Group
Structured Finance
(312) 407-0192 (212) 250-6501
fax (312) 407-1708 fax (212) 250-6439
Key Bank, USA, National Association
800 Superior Ave, 4th Floor
Cleveland, OH 44114
ATTN: Senior Vice President
Key Education Resources
(216) 828-9342
fax (216) 828-9416
</TABLE>
Pursuant to Section 4.09 of the Sale and Servicing Agreement (the "Agreement"),
the undersigned hereby certifies that (i) a review of the activities of the
Servicer from Inception of the Trust through December 31, 1999, and of its
performance under the Agreement has been made, and (ii) to the best of our
knowledge, based on our review, the Servicer has fulfilled all its obligations
under the Agreement throughout such period
EFS Servicer, Inc.
Servicer
Date: 2/14, 2000 by: /S/ HOLLIE HEIDER
---------- ----------------------
Name: Hollie Heider
Title: Executive Vice President, Operations
<PAGE> 12
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EXHIBIT 99(c)
KEYCORP STUDENT LOAN TRUST 1999-A
OFFICER'S CERTIFICATE
<TABLE>
<S> <C>
Bank One, National Association Banker's Trust Company
fka The First National Bank of Chicago Four Albany Street
One First National Plaza, Suite 0126 New York, New York 10006
Chicago, IL 60670 ATTN: Corporate Trust & Agency Group
ATTN: Corporate Trust Administration Structured Finance
(312) 407-0192 (212) 250-6501
fax (312) 407-1708 fax (212) 250-6439
</TABLE>
Pursuant to Section 4.09 of the Sale and Servicing Agreement among Key Bank USA,
National Association, as Seller and Administrator, the Trust, and The First
National Bank of Chicago (nka Bank One, National Association), as Eligible
Lender Trustee, dated as of January 1, 1999 (the "Agreement") the undersigned
hereby certifies that (i) a review of the activities of the Administrator from
inception of the Trust, through December 31, 1999, and of its performance under
the Agreement has been made, and (ii) to the best of our knowledge, based on our
review, the Administrator has fulfilled all its obligations under the Agreement
and the related Administration Agreement respectively throughout such period.
Key Bank USA, National Association,
as Administrator
by:
/S/ RANDALL M. BEHM
-----------------------------------
Date: March 29, 2000 Randall M. Behm
Senior Vice President
by:
/S/ DARLENE H. DIMITRIJEVS
-----------------------------------
Darlene H. Dimitrijevs, CPA
Senior Vice President
<PAGE> 13
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EXHIBIT 99(d)
KEYCORP STUDENT LOAN TRUST 1999-A
OFFICER'S CERTIFICATE
<TABLE>
<S> <C>
Banker's Trust Company
Four Albany Street
New York, New York 10006
ATTN: Corporate Trust & Agency Group
Structured Finance
(212) 250-6501
fax (212) 250-6439
</TABLE>
Pursuant to Section 3.09 of the Indenture the undersigned hereby certifies that
(i) a review of the activities of the Issuer from inception of the Trust,
through December 31, 1999, and of its performance under the Indenture has been
made, and (ii) to the best of our knowledge, based on our review, the Issuer has
fulfilled all its obligations under the Indenture throughout such period.
KEYCORP STUDENT LOAN TRUST 1999-A, as Issuer
by: Bank One N.A.
FKA The First National Bank of Chicago
as Eligible Lender Trustee
by: /S/ JEFFREY L. KINNEY
------------------------------
Date: March 1, 2000 Jeffrey L. Kinney
Vice President
Key Bank, USA, National Association
800 Superior Ave, 4th Floor
Cleveland, OH 44114
ATTN: Senior Vice President
Key Education Resources
(216) 828-9342
fax (216) 828-9416
<PAGE> 14
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EXHIBIT 99(e)
KEYCORP STUDENT LOAN TRUST 1999-A
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
Statement of Compliance with
Specifically Identified Requirements
December 31, 1999
(With Independent Accountants' Report Thereon)
<PAGE> 15
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INDEPENDENT ACCOUNTANTS' REPORT
Bank One, National Association
(formerly known as The First National Bank of Chicago)
as Eligible Lender Trustee
We have examined Pennsylvania Higher Education Assistance Agency's
(Servicer) assertions with respect to Sections 3.03, 3.04, 4.01, 4.02,
4.03, 4.08, 5.02, and 5.03 of the Sale and Servicing Agreement dated
January 1, 1999, about the Servicer's compliance with the servicing of the
KeyCorp Student Loan Trust 1999-A student loans as of December 31, 1999,
and for the year then ended, as indicated in the accompanying Statement of
Compliance with Specifically Identified Requirements. The Servicer is
responsible for the Servicer's compliance with those requirements. Our
responsibility is to express an opinion on the Servicer's assertions about
compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about the Servicer's
compliance with those requirements and performing such other procedures as
we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Servicer's compliance with
specified requirements.
In our opinion, the Servicer's assertions with respect to Sections 3.03,
3.04, 4.01, 4.02, 4.03, 4.08, 5.02, and 5.03 of the Sale and Servicing
Agreement dated January 1, 1999, included in the accompanying Statement of
Compliance with Specifically Identified Requirements as of December 31,
1999, and for the year then ended, are fairly stated in all material
respects.
This report is intended solely for the information and use of Pennsylvania
Higher Education Assistance Agency, Key Bank USA, N.A., Bank One, National
Association (formerly known as The First National Bank of Chicago), and
Bankers Trust Company and is not intended to be and should not be used by
anyone other than these specified parties.
/s/ KPMG LLP
March 3, 2000
<PAGE> 16
Page 16 of 19
Pennsylvania Higher Education Assistance Agency (PHEAA) has complied with the
specifically identified servicing requirements for the KeyCorp Student Loan
Trust 1999-A, with respect to Sections 3.03, 3.04, 4.01, 4.02, 4.03, 4.08, 5.02,
and 5.03 of the Sale and Servicing Agreement dated January 1, 1999 (the
Agreement), relating to the student loans that are guaranteed as to payment of
principal and interest by PHEAA or the American Student Assistance Corporation
(ASA) and are reinsured by the Department of Education (Financed Federal Loans)
and student loans guaranteed as to payment of principal and interest by The
Education Resources Institute, Inc. (TERI) and not reinsured by the Department
of Education (Financed Private Loans), collectively referred to as the Financed
Student Loans.
I. COMPLIANCE
1. FINANCED FEDERAL LOANS
A. Compliance with the aforementioned Sections of the Agreement
relating to the Financed Federal Loans is limited to the
following federal regulations as published in their entirety
in the December 18, 1992 Federal Register, Part II, Department
of Education, 34 Code of Federal Regulations (CFR), Federal
Family Education Loan Program: Final Regulations.
We have complied with the following federal regulations for
the Financed Federal Loans as of December 31, 1999, and for
the year then ended:
- 34 CFR 682.202, "Permissible Charges by Lenders to
Borrowers"; all parts except for (a)(2), (b)(5),
(c)-(e), and (g).
- 34 CFR 682.208, "Due Diligence in Servicing a Loan";
all parts except for (b)(1)(i)-(ii), (b)(1)(v), (b)(2),
(c)-(f).
- 34 CFR 682.209, "Repayment of a Loan"; all parts except
for (a)(2)(i), (a)(4), (b), (d), (f), (g), (i), and
(j).
- 34 CFR 682.210, "Deferment"; all parts except for
(a)(9) and (b)(6).
- 34 CFR 682.211, "Forbearances"; all parts except for
(a)(3), and (d).
- 34 CFR 682.213, "Prohibition Against the Use of the
Rule of 78s."
- 34 CFR 682.300, "Payment of Interest Benefits on
Stafford Loans."
- 34 CFR 682.301, "Eligibility of Borrowers for Interest
Benefits on Stafford Loans"; all parts except for (a)
and (c).
- 34 CFR 682.302, "Payment of Special Allowance on FFEL
Loans"; all parts except for (c)(2), (c)(3), (d), and
(e).
- 34 CFR 682.304, "Methods for Computing Interest Benefit
and Special Allowance"; all parts except for (a), (b),
and (d)(2).
- 34 CFR 682.305, "Procedures for Payment of Interest
Benefit and Special Allowance"; all parts except for
(a)(2)-(4), (b), and (c).
- 34 CFR 682.402, "Death, Disability and Bankruptcy
Payments"; all parts except for (e), (g), and (i)-(k).
- 34 CFR 682.411, "Due Diligence by Lenders in the
Collection of Guaranty
<PAGE> 17
Page 17 of 19
Agency Loans"; all parts except for (f), (i), (j),
(m), and (n).
- 34 CFR 682.414, "Records, Reports, and Inspection
Requirements for Guaranty Agency Programs"; all parts
except for (a)(1), (a)(2), (a)(3), (b), and (c).
B. Compliance with the aforementioned Sections of the Agreement
relating to the Financed Federal Loans is limited to the
following federal regulations published in the December 1,
1995 Federal Register, Part III, Department of Education, 34
Code of Federal Regulations (CFR), Federal Family Education
Loan Program: Final Rule.
We have complied with the following federal regulations for
the Financed Federal Loans as of December 31, 1999 and for
the year then ended:
- 34 CFR 682.209, "Repayment of a Loan"; Part (b).
C. Compliance with the aforementioned Sections of the Agreement
relating to the Financed Federal Loans is limited to the
following federal regulations published in the October 29,
1999 Federal Register, Part V, Department of Education, 34
Code of Federal Regulations (CFR), Federal Family Education
Loan Program: Final Rule.
We have complied with the following federal regulations for
the Financed Federal Loans as of December 31, 1999 and for
the year ended:
- 34 CFR 682.411, "Lender Due Diligence in Collecting
Guaranty Agency Loans"; Part (f).
2. FINANCED PRIVATE LOANS
Compliance with the aforementioned sections of the Agreement
relating to the Financed Private Loans is limited to the following
requirements contained in the Access Loan Programs Servicing
Agreement between Pennsylvania Higher Education Assistance Agency
and Society National Bank dated March 23, 1995.
I. "Account Servicing, Document Storage"
II. "Delinquency Servicing"
IV. "Deferment and Forbearance Processing"
VI. "Filing Claims"
<PAGE> 18
Page 18 of 19
II. NONCOMPLIANCE
1. FINANCED FEDERAL LOANS
No items noted.
2. FINANCED PRIVATE LOANS
No items noted.
<PAGE> 19
Page 19 of 19
EXHIBIT 99(f)
INDEPENDENT ACCOUNTANT'S REPORT
FOR KEYCORP STUDENT LOAN TRUST 1999-A
We have examined management's assertion, included in its representation
letter dated March 3, 2000 that Key Bank USA, National Association
(KBUSA), a wholly owned subsidiary of KeyCorp, complied with sections
4.04, 4.08(a), 4.08(b), 4.08(c), 5.05, 5.06, 5.07 and 5.08 of the
KeyCorp Student Loan Trust 1999-A Sale and Servicing Agreement and
sections 1.(a)(xx), 1.(b)(iii), 2 and 3 of the KeyCorp Student Loan
Trust 1999-A Administration Agreement (collectively, the "Agreements")
as of December 31, 1999 and for the period from February 9, 1999
through December 31, 1999. As discussed in the representation letter,
management is responsible for KBUSA's compliance with those
requirements. Our responsibility is to express an opinion on
management's assertion about KBUSA's compliance based on our
examination.
Our examination was made in accordance with attestation standards
established by the American Institute of Certified Public Accountants
and, accordingly, included examining, on a test basis, evidence about
KBUSA's compliance with those requirements and performing such other
procedures as we considered necessary in the circumstances, except that
in accordance with Section 5.05 of the Sale and Servicing Agreement,
our examination assumed the accuracy of reports prepared by KBUSA's
student loan processor. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a
legal determination on KBUSA's compliance with the aforementioned
requirements.
In our opinion, assuming the accuracy of reports prepared by KBUSA's
student loan processor, management's assertion that KBUSA was in
compliance with the sections in the Agreements referred to above, as of
December 31, 1999 and for the period from February 9, 1999 through
December 31, 1999, is fairly stated, in all material respects.
This report is intended solely for your information and is not to be
referred to or distributed for any purpose to anyone who is not
authorized to receive such information as specified in the Agreements
or in the exhibits attached thereto.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 3, 2000
