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DRAFT 3/26/98
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee required)
For the fiscal year ended December 31, 1997 or
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from to
COMMISSION FILE NUMBERS 33-95474, 333-2502, 333-24949
SLM FUNDING CORPORATION*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(FORMERLY KNOWN AS SALLIE MAE FUNDING CORPORATION)*
(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 23-2815650
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
777 TWIN CREEK DRIVE KILLEEN, TEXAS 76543
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
(817) 554-4500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 13 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
No documents are incorporated by reference into this Form 10-K. State the
aggregate market value of the voting stock held by non-affiliates of the
Registrant: None.
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This Annual Report on Form 10-K is filed in reliance upon (1) certain no-
action letters issued by the Office of Chief Counsel, Division of Corporate
Finance of the Securities and Exchange Commission stating that the Division
will not object if periodic reports filed by the registrant pursuant to
Sections 13 and 15(d) of the Securities and Exchange Act of 1934 are filed in
the manner set forth in such letters and the requests for such letters and (2)
the Registrant's filing letter accompanying the Registrant's Current Report on
Form 8-K filed with the Commission on or about November 6, 1995 in which the
Registrant described the manner in which it intended to file such periodic
reports.
PART I.
ITEM 2. PROPERTIES.
The property 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 (collectively, the "Trusts")
consist solely of pools of education loans to students and parents of students
made under the Federal Family Education Loan Program, all funds collected in
respect thereof and monies on deposit in certain trust accounts. For more
information regarding the property of the Trusts, see the Annual Statements of
Compliance (the "Annual Statements of Compliance") attached as Exhibit 19.1
hereto, required by Section 3.2 of the Administration Agreements (the
"Administration Agreements"), dated as of October 26, 1995, March 6, 1996,
April 26, 1996, July 9, 1996, October 3, 1996 and March 20, 1997, by and among
the respective Trusts, the Student Loan Marketing Association (the
"Administrator"), Chase Manhattan Bank USA, National Association, not in its
individual capacity but solely as Trustee (the "Eligible Lender Trustee"),
Sallie Mae Servicing Corporation (the "Servicer"), SLM Funding Corporation
(the "Registrant") and Bankers Trust Company, not in its individual capacity
but solely as Indenture Trustee (the "Indenture Trustee") and the Master
Administration Agreement, dated as of May 1, 1997, between the Registrant and
the Administrator.
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.
Nothing to report.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
At December 31, 1997, the Registrant was a beneficial owner of the Trusts'
Floating Rate Student Loan-Backed Certificates ("Certificates"), and there was
one (1) registered holder of the Certificates, CEDE & Co., as nominee of The
Depository Trust Company ("DTC"). There were sixteen (16) persons registered
on the books of DTC as record owners of Certificates. There is no established
trading market for the Certificates.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Nothing to report.
PART III.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
At December 31, 1997, the Certificates held by the Registrant were
registered in the name of CEDE and Co., as nominee of DTC. The books of DTC
indicate that sixteen (16) participant institutions are the record owners of
more than 5% of the Certificates.
2
<PAGE>
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------- ------------------- ----------------------- ----------
<S> <C> <C> <C>
SALLIE MAE STUDENT LOAN TRUST 1995-1
CUSIP 795452AC5 $35,000,000
Floating Rate Chase Manhattan Bank $14,650,000 41.86%
Student One Chase Manhattan Plaza principal
Loan-Backed 3B-Proxy Dept amount of
Certificates New York, NY 10081 certificates
Floating Rate SSB-Custodian $18,500,000 52.86%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
SALLIE MAE STUDENT LOAN TRUST 1996-1
CUSIP 795452AF8 $52,500,000
Floating Rate Chase Manhattan Bank $25,000,000 47.62%
Student One Chase Manhattan Plaza principal
Loan-Backed 3B-Proxy Dept amount of
Certificates New York, NY 10081 certificates
Floating Rate Chase/Chemical Bank $25,000,000 47.62%
Student Auto Settle Dept principal
Loan-Backed 4 New York Plaza amount of
Certificates 4th Floor certificates
New York, NY 10004
SLM STUDENT LOAN TRUST 1996-2
CUSIP 78442GAC0 $53,030,000
Floating Rate Bank of New York $3,000,000 5.66%
Student 925 Patterson Plank Rd principal
Loan-Backed Secaucus, NJ 07094 amount of
Certificates certificates
Floating Rate Boston Safe Deposit & Trust Co $23,000,000 43.37%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
Floating Rate Chase/Chemical Bank $21,499,000 40.54%
Student Auto Settle Dept principal
Loan-Backed 4 New York Plaza amount of
Certificates 4th Floor certificates
New York, NY 10004
Floating Rate Citibank, N.A. $5,000,000 9.43%
Student 111 Wall Street principal
Loan-Backed 20th Floor, Zone 9 amount of
Certificates New York, NY 10043 certificates
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------- ------------------- ----------------------- ----------
<S> <C> <C> <C>
SLM STUDENT LOAN TRUST 1996-3
CUSIP 78442GAF3 $52,750,000
Floating Rate Boston Safe Deposit & Trust Co $12,000,000 22.75%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
Floating Rate Chase/Chemical Bank $19,000,000 36.02%
Student Auto Settle Dept principal
Loan-Backed 4 New York Plaza amount of
Certificates 4th Floor certificates
New York, NY 10004
Floating Rate Citibank, N.A. $5,000,000 9.48%
Student 111 Wall Street principal
Loan-Backed 20th Floor, Zone 9 amount of
Certificates New York, NY 10043 certificates
Floating Rate Huntington National Bank $5,500,000 10.43%
Student 41 South High Street, 10th Fl principal
Loan-Backed Columbus, OH 43287 amount of
Certificates certificates
Floating Rate NBD Bank, N.A. $3,000,000 5.69%
Student 611 Woodward Ave principal
Loan-Backed Detroit, MI 48226 amount of
Certificates certificates
Floating Rate SSB-Custodian $3,000,000 5.69%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
SLM STUDENT LOAN TRUST 1996-4
CUSIP 78442GAJ5 $52,700,000
Floating Rate Boston Safe Deposit & Trust Co $8,000,000 15.18%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
Floating Rate Chase/Chemical Bank $10,000,000 18.98%
Student Auto Settle Dept principal
Loan-Backed 4 New York Plaza amount of
Certificates 4th Floor certificates
New York, NY 10004
Floating Rate Citibank, N.A. $4,000,000 7.60%
Student 111 Wall Street principal
Loan-Backed 20th Floor, Zone 9 amount of
Certificates New York, NY 10043 certificates
Floating Rate Custodial Trust Company $14,300,000 27.13%
Student 101 Carnegie Center principal
Loan-Backed Princeton, NJ 08540 amount of
Certificates certificates
Floating Rate NBD Bank, N.A. $9,473,000 17.97%
Student 611 Woodward Ave principal
Loan-Backed Detroit, MI 48226 amount of
Certificates certificates
</TABLE>
4
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<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------- ------------------- ----------------------- ----------
<S> <C> <C> <C>
SLM STUDENT LOAN TRUST 1997-1
CUSIP 78442GAM8 $71,800,000
Floating Rate Bankers Trust Company $6,000,000.00 8.36%
Student c/o BT Services Tennessee Inc.
Loan-Backed 648 Grassmere Park Drive
Certificates Nashville, TN 37211
Floating Rate Boston Safe Deposit & Trust Co. $35,800,000.00 49.86%
Student c/o Mellon Bank N.A.
Loan-Backed Three Mellon Bank Center Rm 153-3015
Certificates Pittsburgh, PA 15259
Floating Rate Chase Manhattan Bank/Chemical $12,000,000.00 16.71%
Student 4 New York Plaza
Loan-Backed Proxy Department, 13th Floor
Certificates New York, NY 10004
Floating Rate Huntington National Bank $5,500,000.00 7.66%
Student Proxy Department
Loan-Backed 41 South High Street
Certificates Columbus, OH 43287
Floating Rate J.P. Morgan Securities, Inc.--Asset Backed $6,500,000.00 9.05%
Student 60 Wall Street, 6th Floor
Loan-Backed New York, NY 10260-0060
Certificates
Floating Rate The Northern Trust Company $6,000,000.00 8.36%
Student 801 S. Canal C-In
Loan-Backed Chicago, IL 60607
Certificates
SLM STUDENT LOAN TRUST 1997-2
CUSIP 78442GAQ9 $87,450,000
Floating Rate The Bank of New York $14,000,000.00 16.01%
Student 925 Patterson Plank Rd.
Loan-Backed Secaucus, NJ 07094
Certificates
Floating Rate Bankers Trust Company $30,000,000.00 34.31%
Student c/o BT Services Tennessee Inc.
Loan-Backed Nashville, TN 37211
Certificates
Floating Rate Boston Safe Deposit & Trust Co. $9,450,000.00 10.81%
Student c/o Mellon Bank N.A.
Loan-Backed Three Mellon Bank Center Rm 153-3015
Certificates
Floating Rate Chase Manhattan Bank/Chemical $13,000,000.00 14.87%
Student 4 New York Plaza
Loan-Backed Proxy Department, 13th Floor
Certificates New York, NY 10004
Floating Rate J.P. Morgan Securities, Inc.--Asset Backed $5,000,000.00 5.72%
Student 60 Wall Street, 6th Floor
Loan-Backed New York, NY 10260-0060
Certificates
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------- ------------------- ----------------------- ----------
<S> <C> <C> <C>
Floating Rate The Northern Trust Company $7,000,000.00 8.00%
Student 801 S. Canal C-In
Loan-Backed Chicago, IL 60607
Certificates
Floating Rate SSB-Custodian $8,000,000.00 9.15%
Student Global Corp. Action Dept JAB5W
Loan-Backed P.O. Box 1631
Certificates Boston, MA 02105-1631
SLM STUDENT LOAN TRUST 1997-3
CUSIP 78442GAT3 $90,150,000
Floating Rate The Bank of New York $13,150,000.00 14.59%
Student 925 Patterson Plank Rd.
Loan-Backed Secaucus, NJ 07094
Certificates
Floating Rate Bankers Trust Company $12,200,000.00 13.53%
Student c/o BT Services Tennessee, Inc.
Loan-Backed 648 Grassmere Park Drive
Certificates Nashville, TN 37211
Floating Rate Boston Safe Deposit & Trust Co. $24,800,000.00 27.51%
Student c/o Mellon Bank N.A.
Loan-Backed Three Mellon Bank Center Rm 153-3015
Certificates Pittsburgh, PA 15259
Floating Rate Custodial Trust Company $12,200,000.00 13.53%
Student 101 Carnegie Center
Loan-Backed Princeton, NJ 08540
Certificates
Floating Rate Huntington National Bank $4,850,000.00 5.38%
Student Proxy Department
Loan-Backed 41 South High Street
Certificates Columbus, OH 43287
Floating Rate The Northern Trust Company $6,600,000.00 7.32%
Student 801 S. Canal C-In
Loan-Backed Chicago, IL 60607
Certificates
Floating Rate PNC Bank, NA $7,150,000.00 7.93%
Student 1835 Market Street
Loan-Backed 11 Penn Center, 15th Floor
Certificates Philadelphia, PA 19103
Floating Rate SSB-Custodian $6,900,000.00 7.65%
Student Global Corp. Action Dept JAB5W
Loan-Backed P.O. Box 1631
Certificates Boston, MA 02105-1631
SLM STUDENT LOAN TRUST 1997-4
CUSIP 78442GAW6 $89,900,000
Floating Rate Custodial Trust Company $89,900,000.00 100.00%
Student 101 Carnegie Center
Loan-Backed Princeton, NJ 08540
Certificates
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Nothing to Report.
6
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Exhibits. The following documents are filed as part of this Annual
Report on Form 10-K:
<TABLE>
<CAPTION>
DESIGNATION DESCRIPTION
----------- -----------
<S> <C>
Exhibit 19.1 Annual Statements of Compliance
Exhibit 19.2 Annual Independent Certified Public Accountant's Report
</TABLE>
(b) Reports on Form 8-K. Current Reports on Form 8-K were filed during the
last quarter of the period covered by this report with the Commission on or
about November 3, 1997, November 6, 1997 and December 4, 1997 in connection
with a quarterly Distribution Date, certain computational materials and the
closing of SLM Student Loan Trust 1997-4, respectively.
7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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: March 30, 1998
SLM Funding Corporation
By: /s/ Mark G. Overend
---------------------------------
NAME: MARK G. OVEREND
TITLE: PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES INDICATED ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Mark G. Overend President and March 30, 1998
- ------------------------------------- Director (Principal
MARK G. OVEREND Executive Officer)
/s/ J. Lance Franke Chief Financial March 30, 1998
- ------------------------------------- Officer and
J. LANCE FRANKE Director (Principal
Financial Officer)
/s/ William M.E. Rachal Treasurer and March 30, 1998
- ------------------------------------- Controller
WILLIAM M.E. RACHAL (Principal
Accounting Officer)
/s/ Paul N. Schwartz Director March 30, 1998
- -------------------------------------
PAUL N. SCHWARTZ
/s/ Douglas Johnson Director March 30, 1998
- -------------------------------------
DOUGLAS JOHNSON
8
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EXHIBIT 19.1
SALLIE MAE STUDENT LOAN TRUST 1995-1
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1997 through December 31, 1997 under this Agreement
and under the Servicing Agreement dated October 26, 1995 (as amended and
restated as of April 26, 1996) has been made under our supervision, and (ii)
to the best of our knowledge, the Servicer has fulfilled its obligations in
all material respects under this Agreement and under the Servicing Agreement
throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
10
<PAGE>
SALLIE MAE STUDENT LOAN TRUST 1996-1
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1997 through December 31, 1997 under this Agreement
and under the Servicing Agreement dated as of March 6, 1996 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer has
fulfilled its obligations in all material respects under this Agreement and
under the Servicing Agreement throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
11
<PAGE>
SLM STUDENT LOAN TRUST 1996-2
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1997 through December 31, 1997 under this Agreement
and under the Servicing Agreement dated as of April 26, 1996 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer has
fulfilled its obligations in all material respects under this Agreement and
under the Servicing Agreement throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
12
<PAGE>
SLM STUDENT LOAN TRUST 1996-3
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1997 through December 31, 1997 under this Agreement
and under the Servicing Agreement dated as of July 9, 1996 has been made under
our supervision, and (ii) to the best of our knowledge, the Servicer has
fulfilled its obligations in all material respects under this Agreement and
under the Servicing Agreement throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
13
<PAGE>
SLM STUDENT LOAN TRUST 1996-4
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1997 through December 31, 1997 under this Agreement
and under the Servicing Agreement dated as of October 3, 1996 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer has
fulfilled its obligations in all material respects under this Agreement and
under the Servicing Agreement throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
14
<PAGE>
SLM STUDENT LOAN TRUST 1997-1
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from March 20, 1997 through December 31, 1997 under this Agreement
and under the Servicing Agreement dated as of March 20, 1997 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer has
fulfilled its obligations in all material respects under this Agreement and
under the Servicing Agreement throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
15
<PAGE>
SLM STUDENT LOAN TRUST 1997-2
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from June 18, 1997 through December 31, 1997 under this Agreement and
under the Servicing Agreement dated as of June 18, 1997 has been made under
our supervision, and (ii) to the best of our knowledge, the Servicer has
fulfilled its obligations in all material respects under this Agreement and
under the Servicing Agreement throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry. Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
16
<PAGE>
SLM STUDENT LOAN TRUST 1997-3
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from September 11, 1997 through December 31, 1997 under this
Agreement and under the Servicing Agreement dated as of September 11, 1997 has
been made under our supervision, and (ii) to the best of our knowledge, the
Servicer has fulfilled its obligations in all material respects under this
Agreement and under the Servicing Agreement throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry. Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
17
<PAGE>
SLM STUDENT LOAN TRUST 1997-4
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1997
TO:INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank USA,
Four Albany Street, 10th Floor National Association
New York, New York 10006 1201 Market Street
Attn: Corporate Trust & Agency Group Wilmington, Delaware 19801
Attn: John J. Cashin
COPY: The Chase Manhattan Bank,
N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust
Dept.
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we hereby certify that (i) a review of the activities and performance of the
Servicer from November 12, 1997 through December 31, 1997 under this Agreement
and under the Servicing Agreement dated as of November 12, 1997 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer has
fulfilled its obligations in all material respects under this Agreement and
under the Servicing Agreement throughout such period.
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ J. Barry. Morrow
- -------------------------------------
J. Barry Morrow,
Vice President, Regional Servicing
/s/ John F. Wallerstedt
- -------------------------------------
John F. Wallerstedt,
Vice President and Treasurer
18
<PAGE>
SALLIE MAE STUDENT LOAN TRUST 1995-1
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, Administration 11600 Sallie Mae Drive
Corporate Finance Operations Reston, Virginia 20193
(703) 810-7711 ATTN: Director ABS
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1997 through December 31,
1997 has been made, and (ii) to the best of our knowledge, the Administrator
has fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financial Officer
19
<PAGE>
SALLIE MAE STUDENT LOAN TRUST 1996-1
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, Administration 11600 Sallie Mae Drive
Corporate Finance Operations Reston, Virginia 20193
(703) 810-7711 ATTN: Director ABS
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1997 through December 31,
1997 has been made, and (ii) to the best of our knowledge, the Administrator
has fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financial Officer
20
<PAGE>
SLM STUDENT LOAN TRUST 1996-2
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, Administration 11600 Sallie Mae Drive
Corporate Finance Operations Reston, Virginia 20193
(703) 810-7711 ATTN: Director ABS
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1997 through December 31,
1997 has been made, and (ii) to the best of our knowledge, the Administrator
has fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financila Officer
21
<PAGE>
SLM STUDENT LOAN TRUST 1996-3
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, Administration 11600 Sallie Mae Drive
Corporate Finance Operations Reston, Virginia 20193
(703) 810-7711 ATTN: Director ABS
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1997 through December 31,
1997 has been made, and (ii) to the best of our knowledge, the Administrator
has fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financial Officer
22
<PAGE>
SLM STUDENT LOAN TRUST 1996-4
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, Administration 11600 Sallie Mae Drive
Corporate Finance Operations Reston, Virginia 20193
(703) 810-7711 ATTN: Director ABS
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1997 through December 31,
1997 has been made, and (ii) to the best of our knowledge, the Administrator
has fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financial Officer
23
<PAGE>
SLM STUDENT LOAN TRUST 1997-1
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, Administration 11600 Sallie Mae Drive
Corporate Finance Operations Reston, Virginia 20193
(703) 810-7711 ATTN: Director ABS
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from March 20, 1997 through December 31, 1997
has been made, and (ii) to the best of our knowledge, the Administrator has
fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financial Officer
24
<PAGE>
SLM STUDENT LOAN TRUST 1997-2
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, 11600 Sallie Mae Drive
Administration Reston, Virginia 20193
Corporate Finance Operations ATTN: Director ABS
(703) 810-7711
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from June 18, 1997 through December 31, 1997
has been made, and (ii) to the best of our knowledge, the Administrator has
fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financial Officer
25
<PAGE>
SLM STUDENT LOAN TRUST 1997-3
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, Administration 11600 Sallie Mae Drive
Corporate Finance Operations Reston, Virginia 20193
(703) 810-7711 ATTN: Director ABS
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from September 11, 1997 through December 31,
1997 has been made, and (ii) to the best of our knowledge, the Administrator
has fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financial Officer
26
<PAGE>
SLM STUDENT LOAN TRUST 1997-4
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank (USA)
Four Albany Street 1302 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: Manager, Trust
(212) 250-6549 Division
(302) 428-3375
ADMINISTRATOR
Student Loan Marketing Association SERVICER
11600 Sallie Mae Drive Sallie Mae Servicing
Reston, Virginia 20190-4798 Corporation
Attn: Assistant Vice President, Administration 11600 Sallie Mae Drive
Corporate Finance Operations Reston, Virginia 20193
(703) 810-7711 ATTN: Director ABS
- -------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from November 12, 1997 through December 31,
1997 has been made, and (ii) to the best of our knowledge, the Administrator
has fulfilled its obligations under the Agreement throughout such period.
December 31, 1997
STUDENT LOAN MARKETING ASSOCIATION
/s/ J. Paul Carey
- -------------------------------------
J. Paul Carey
President
/s/ Mark G. Overend
- -------------------------------------
Mark G. Overend
Chief Financial Officer
27
<PAGE>
EXHIBIT 19.2
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1995-1
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1995-1, as of December 31, 1997, and for the year then
ended, included in the accompanying report titled Report of Management on
Compliance by Servicer. Management is responsible for the Company's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
28
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1995-1. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
29
<PAGE>
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1996-1
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1996-1, as of December 31, 1997, and for the year then
ended, included in the accompanying report titled Report of Management on
Compliance by Servicer. Management is responsible for the Company's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
30
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1996-1. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
31
<PAGE>
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-2
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-2, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Servicer. Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
32
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-2. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
33
<PAGE>
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-3
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-3, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Servicer. Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
34
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-3. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
35
<PAGE>
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-4
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-4, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Servicer. Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
36
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-4. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
37
<PAGE>
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-1
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-1, as of December 31, 1997, and for the period March 20, 1997
through December 31, 1997, included in the accompanying report titled Report
of Management on Compliance by Servicer. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to express
an opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period March
20, 1997 through December 31, 1997, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
38
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-1. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the period March
20, 1997, through December 31, 1997.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
39
<PAGE>
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-2
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-2, as of December 31, 1997, and for the period June 18, 1997,
through December 31, 1997, included in the accompanying report titled Report
of Management on Compliance by Servicer. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to express
an opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period June 18,
1997, through December 31, 1997, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
40
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-2. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the period June 18,
1997, through December 31, 1997.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
41
<PAGE>
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-3
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-3, as of December 31, 1997, and for the period September 11,
1997, through December 31, 1997, included in the accompanying report titled
Report of Management on Compliance by Servicer. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period
September 11, 1997, through December 31, 1997, is fairly stated, in all
material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
42
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-3. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the period
September 11, 1997, through December 31, 1997.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
43
<PAGE>
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-4
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-4, as of December 31, 1997, and for the period November 12,
1997, through December 31, 1997, included in the accompanying report titled
Report of Management on Compliance by Servicer. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period November
12, 1997, through December 31, 1997, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
44
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-4. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the period November
12, 1997, through December 31, 1997.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
45
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1995-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1995-1, as of December 31, 1997, and for the year then
ended, included in the accompanying report titled Report of Management on
Compliance by Administrator. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
46
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the Sallie Mae Student Loan Trust 1995-1. We are also responsible
for establishing and maintaining effective internal control over compliance
with the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
47
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1996-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1996-1, as of December 31, 1997, and for the year then
ended, included in the accompanying report titled Report of Management on
Compliance by Administrator. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
48
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the Sallie Mae Student Loan Trust 1996-1. We are also responsible
for establishing and maintaining effective internal control over compliance
with the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
49
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-2
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-2, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Administrator. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
50
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1996-2. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
51
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-3
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-3, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Administrator. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
52
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1996-3. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
53
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-4
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-4, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Administrator. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
54
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1996-4. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
55
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-1, as of December 31, 1997, and for the period March 20, 1997
through December 31, 1997, included in the accompanying report titled Report
of Management on Compliance by Administrator. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period March
20, 1997 through December 31, 1997, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
56
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1997-1. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the period March 20, 1997 through December 31,
1997.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
57
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-2
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-2, as of December 31, 1997, and for the period June 18, 1997
through December 31, 1997, included in the accompanying report titled Report
of Management on Compliance by Administrator. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period June 18,
1997 through December 31, 1997, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
58
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of the management of the Student Loan
Marketing Association (the "Company"), we are responsible for ensuring
compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4,
2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C,
3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the
Company, Chase Manhattan Bank USA, National Association, Bankers Trust
Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-2. We are also
responsible for establishing and maintaining effective internal control over
compliance with the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the period June 18, 1997 through December 31,
1997.
March 26, 1998
/s/ J. Lance Franke
-------------------------------------
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
59
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-3
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-3, as of December 31, 1997, and for the period September 11,
1997 through December 31, 1997, included in the accompanying report titled
Report of Management on Compliance by Administrator. Management is responsible
for the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period
September 11, 1997 through December 31, 1997, is fairly stated, in all
material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
60
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1997-3. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the period September 11, 1997 through December
31, 1997.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
61
<PAGE>
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-4
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.7.A, 2.7.B, 2.8.B.1,
3.1.B, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the
Company, Chase Manhattan Bank USA, National Association, Bankers Trust
Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-4, as of
December 31, 1997, and for the period November 12, 1997 through December 31,
1997, included in the accompanying report titled Report of Management on
Compliance by Administrator. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about the Company's 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 Company'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 Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period November
12, 1997 through December 31, 1997, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
62
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.7.A, 2.7.B,
2.8.B.1, 3.1.B, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among
the Company, Chase Manhattan Bank USA, National Association, Bankers Trust
Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-4. We are also
responsible for establishing and maintaining effective internal control over
compliance with the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the period November 12, 1997 through December 31,
1997.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
63
