SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
HSBC BANK USA
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, NY 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Eli Shaashua
Vice President
HSBC Bank USA
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-1493
(Name, address and telephone number of agent for service)
SMS STUDENT LOAN TRUST 1999-B
USA GROUP SECONDARY MARKET SERVICES, INC.
(Exact name of obligor as specified in its charter)
None None
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
(Address of principal executive offices)
(Zip Code)
FLOATING RATE ASSET BACKED SENIOR NOTES
(Title of Indenture Securities)
<PAGE>
General
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it
is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
<PAGE>
Item 16. LIST OF EXHIBITS.
EXHIBIT
T1A(i) * - Copy of the Organization
Certificate of Marine Midland Bank.
T1A(ii) * - Certificate of the State of New
York Banking Department dated
December 31, 1993 as to the
authority of Marine Midland Bank
to commence business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of
Marine Midland Bank as adopted on
January 20, 1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank
required by Section 321(b) of the
Trust Indenture Act of 1939.
T1A(vii) - Copy of the latest report of
condition of the trustee
(December 31, 1998), published
pursuant to law or the requirement
of its supervisory or examining
authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits previously filed with the Securities and Exchange Commission
with Registration No. 33-53693 and incorporated herein by reference
thereto.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York on the 17th day of May, 1999.
MARINE MIDLAND BANK
By: /S/ ELI SHAASHUA
------------------------
ELI SHAASHUA
Vice President
<PAGE>
EXHIBIT T1A (VII)
Board of Governors of the
Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance
Corporation
OMB Number: 3064-0052
Office of the Comptroller
of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2000
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Please refer to page i,
Table of Contents, for the
required disclosure of
estimated burden.
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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
REPORT AT THE CLOSE OF BUSINESS
DECEMBER 31, 1998
(19980930)
----------
(RCRI 9999)
This report is required by law: 12
U.S.C. section 324 (State member
banks); 12 U.S.C. section 1817 This report form is to be filed by banks
(State nonmember banks); and 12 with branches and consolidated
U.S.C. section 161 (National subsidiaries in U.S. territories and
banks). possessions, Edge of Agreement
subsidiaries, foreign branches,
consolidated foreign subsidiaries, or
International Banking Facilities.
NOTE: The Reports of Condition and The Reports of Condition and Income are
Income must be signed by an to be prepared in accordance with
authorized officer and the Report Federal regulatory authority
of Condition must be attested to by instructions.
not less than two directors
(trustees) for State nonmember We, the undersigned directors
banks and three directors for State (trustees), attest to the correctness
member and National Banks. of this Report of Condition (including)
the supporting schedules) and declare
I, Gerald A. Ronning, Executive VP that it has been examined by us and to
& Controller the best of our knowledge and belief
- ---------------------------------- has been prepared in conformance with
Name and Title of Officer the instructions issued by the
Authorized to Sign Report appropriate Federal regulatory authority
and it true and correct.
of the named bank do hereby declare
that these Reports of Condition and
Income (including the supporting /s/ John R. H. Bond
schedules) have been prepared in -------------------------------
conformance with the instructions Director (Trustee)
issued by the appropriate Federal
regulatory authority and are true /s/ Sal H. Alfiero
to the best of my knowledge and --------------------------------
believe. Director (Trustee)
/s/ Gerald A. Ronning /s/ Bernard J. Kennedy
- --------------------------------- --------------------------------
Signature of Officer Authorized Director (Trustee)
to Sign Report
1/2/99
- ---------------------------------
Date of Signature
SUBMISSION OF REPORTS
Each Bank must prepare its Reports (b) in hard-copy (paper) form and arrange
of Condition and Income either; for another party to convert the
paper report to automated form. That
(a) in automated format then file party (if other than EDS) must
the computer data file transmit the bank's computer data
directly with the banking file to EDS
agencies' collection agent,
Electronic Data System To fulfill the signature and attestation
Corporation (EDS), by modem requirement for the Reports of Condition
or computer diskette; or and Income for this report date, attach
this signature page to the hard-copy of
FDIC Certificate Number 0 0 5 8 9 the completed report that the bank
--------- places in its files.
(RCRI 9030)
