SLM FUNDING CORP, 8-K, 1999-12-23

SLM FUNDING CORP
8-K, 1999-12-23
ASSET-BACKED SECURITIES

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 21, 1999
-----------------

SLM FUNDING CORPORATION
-----------------------
formerly known as SALLIE MAE FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
(Originator of the Sallie Mae Student Loan Trust 1995-1,
the Sallie Mae Student Loan Trust 1996-1,
the SLM Student Loan Trust 1996-2,
the SLM Student Loan Trust 1996-3,
the SLM Student Loan Trust 1996-4,
the SLM Student Loan Trust 1997-1,
the SLM Student Loan Trust 1997-2,
the SLM Student Loan Trust 1997-3,
the SLM Student Loan Trust 1997-4
the SLM Student Loan Trust 1998-1,
the SLM Student Loan Trust 1998-2
the SLM Student Loan Trust 1999-1
the SLM Student Loan Trust 1999-2
and the SLM Student Loan Trust 1999-3)

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

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

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

Page 1 of 4
Exhibit Index appears on Page 4
<PAGE>

Item 5. Other Events
------------

On or about December 28, 1999, SLM Student Loan Trust 1999-3, a newly
formed Delaware Business Trust (the "Trust"), intends to issue Floating Rate
Class A-1 and Class A-2 Student Loan-Backed Notes in the aggregate principal
amount of $1,988,500,000 (the "Notes") and Floating Rate Student Loan-Backed
Certificates in the aggregate principal amount of $ 72,300,000 (the
"Certificates," and, together with the Notes, the "Securities"). The Trust
intends to issue the Notes pursuant to an Indenture, dated as of December 1,
1999, among the Trust, Chase Manhattan Bank Delaware, as eligible lender trustee
(the "Eligible Lender Trustee"), and Bankers Trust Company, as Indenture
Trustee. The Trust intends to issue the Certificates pursuant to a Trust
Agreement, dated as of December 1, 1999, between the Registrant and the Eligible
Lender Trustee.

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

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

99.1 Computational Materials

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

SIGNATURES

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

Dated: December 23, 1999

SLM FUNDING CORPORATION

By: /s/ MARK G. OVEREND
---------------------------------------
Name: Mark G. Overend
Title: President

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

INDEX TO EXHIBITS
-----------------

Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------- ----

99.1 Computational Materials

Page 4 of 4
Exhibit Index appears on Page 4

<PAGE>

- --------------------------------------------------------------------------------
Morgan Stanley DEAN WITTER [GRAPHIC] December 21, 1999
Securitized Products Group
SLM Student Loan Trust 1999-3
- --------------------------------------------------------------------------------

SUMMARY OF TERMS

This summary highlights selected information about the Notes and the
Certificates. It does not contain all of the information that you might find
important in making your investment decision. It provides only an overview of
certain information to aid your understanding. You should read the full
description of this information appearing in this Term Sheet, in the Prospectus
Supplement and in the Prospectus.

ISSUER

SLM Student Loan Trust 1999-3

INFORMATION ABOUT THE SECURITIES

The Trust is offering the following classes of Securities:

. Floating Rate Class A-1 Student Loan-Backed Notes in the amount of
$[1,201,500,000];

. Floating Rate Class A-2 Student Loan-Backed Notes in the amount of
$[787,000,000]; and

. Floating Rate Student Loan-Backed Certificates in the amount of
$[72,300,000].

The Securities will receive payments primarily from collections on a pool of
Trust Student Loans.

THE NOTES

The Notes are debt obligations of the Trust.

Interest will accrue on the principal balance of the Notes at capped Note Rates
during three-month Accrual Periods and will be paid on quarterly Distribution
Dates.

An Accrual Period begins on a Distribution Date and ends on the day before the
next Distribution Date. The first Accrual Period, however, will begin on
December 28, 1999, the Closing Date, and end on January 24, 2000, the day before
the first Distribution Date.

A Distribution Date is the 25th of each January, April, July and October,
beginning January 25, 2000. If any January 25, April 25, July 25 or October 25
is not a business day, the Distribution Date will be the next business day.
Interest will be payable to holders of record as of the close of business on
each Record Date.

A Record Date is the day before the related Distribution Date.

. Interest Rates. The Notes will bear interest at the annual rates listed
below:

. The Class A-1 Rate will be Three-Month LIBOR, except for the first
Accrual Period, which will be One-Month LIBOR, as determined on the
second business day before the beginning of the applicable Accrual
Period plus 0.08%.

. The Class A-2 Rate will be Three-Month LIBOR, except for the first
Accrual Period, which will be One-Month LIBOR, as determined on the
second business day before the beginning of the applicable Accrual
Period plus 0.16%.

The Note Rates will be capped at the Student Loan Rate, which in general will
equal the expected weighted average interest rate of the Trust Student Loans
less servicing and administration fees. See "Description of the Securities--The
Notes--Distributions of Interest" in the Prospectus Supplement.

3
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This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

Interest on the Notes will be calculated based on the actual number of days
elapsed in each Accrual Period divided by 360.

. Interest Payments. Interest accrued on the outstanding principal amount of
the Notes during each Accrual Period will be payable on the related
Distribution Date.

If either Note Rate for any period is based on the Student Loan Rate, this will
create a Note Interest Carryover that will be payable on later Distribution
Dates if funds are available.

The "Note Interest Carryover" is the additional amount of interest on the Notes
that would have accrued if the Note Rate had not been capped at the Student Loan
Rate. Note Interest Carryover will continue to be payable even if the principal
amount of the applicable class of Notes has been paid in full.

. Principal Payments. Principal of the Notes will be payable on each
Distribution Date in an amount generally equal to (a) the Principal
Distribution Amount for that Distribution Date plus (b) any shortfall in
the payment of Note principal as of the preceding Distribution Date.

The Principal Distribution Amount is:

. for the initial Distribution Date, the excess of the outstanding
Securities balance over the Adjusted Pool Balance for that
Distribution Date; and

. for each later Distribution Date, the excess of the Adjusted Pool
Balance for the preceding Distribution Date over the Adjusted Pool
Balance for the current Distribution Date.

"Adjusted Pool Balance" for any Distribution Date means:

(a) if the Pool Balance of the student loans at the end of the related
Collection Period exceeds 40% of the initial Pool Balance, the sum of the
Pool Balance plus the required reserve account balance for that
Distribution Date, or

(b) if the Pool Balance at the end of the related Collection Period is 40% or
less of the initial Pool Balance, that Pool Balance. See "Description of
the Securities--Distributions" in the Prospectus Supplement.

"Collection Period" means a calendar quarter or, for the first Collection
Period, the period from the applicable Cutoff Date through December 31, 1999.

The "Cutoff Date" is September 13, 1999 for approximately $1,000,781,997 of the
Trust Student Loans (the "Group 1 Trust Student Loans") and September 20, 1999
for approximately $1,001,787,403 of the Trust Student Loans (the "Group 2 Trust
Student Loans").

The "Pool Balance" for any date means the aggregate principal balance of the
Trust Student Loans on that date, including accrued interest that is expected to
be capitalized, as reduced by:

. all payments received by the Trust through that date from borrowers, the
Guarantee Agencies and the Department;

. all amounts received by the Trust through that date from purchases of the
Trust Student Loans by the Seller or the Servicer;

. all Liquidation Proceeds and Realized Losses on the Trust Student Loans
liquidated through that date;

4
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This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

. the amount of any adjustments to balances of the Trust Student Loans that
the Servicer makes under the Servicing Agreement through that date; and

. the amount by which Guarantor reimbursements of principal on defaulted
Trust Student Loans through that date are reduced from 100% to 98% (or
other applicable percentage), as required by the risk sharing provisions of
the Higher Education Act.

Note principal will be applied sequentially on each Distribution Date:

. first, to the Class A-1 Notes until their principal balance is reduced to
zero; and

. then, to the Class A-2 Notes until their principal balance is reduced to
zero.

Maturity Dates.

. the Class A-1 Notes will mature no later than January 25, 2007; and

. the Class A-2 Notes will mature no later than July 25, 2012.

The actual maturity of the Class A-1 Notes and the Class A-2 Notes could
occur sooner. This may happen if, for example,

. there are prepayments on the Trust Student Loans;

. the Seller exercises its option to purchase any remaining Trust
Student Loans; or

. the Indenture Trustee auctions the remaining Trust Student Loans. See
"Trading Information--Weighted Average Life of the Securities" in the
Prospectus.

. Denominations. The Notes will be available for purchase in
denominations of $1,000 and additional increments of $1,000. They will
be available only in DTC book-entry form, which means that you will
not receive a certificate representing your Notes except in very
limited circumstances.

. Security for the Notes. The Notes will be secured by the assets of the
Trust, primarily the Trust Student Loans.

THE CERTIFICATES

The Trust will issue the Certificates under the Trust Agreement. The
Certificates represent ownership interests in the Trust. The initial
Certificate Balance will equal $[72,300,000].

. Return on the Certificates. The Certificates will bear return at an
annual rate equal to:

Three-Month LIBOR, except for the first Accrual Period, which will be
One-Month LIBOR, determined on the second business day before the
beginning of the applicable Accrual Period plus 0.40%.

Return on the Certificates will be calculated based on the actual number of
days elapsed in each Accrual Period divided by 360.

The Certificate Rate, like the Note Rates, will be capped at the Student
Loan Rate.

. Payments of Accrued Return

On each Distribution Date, holders of record of Certificates as of the
Record Date will be paid return at the Certificate Rate on the
Certificate Balance.

If the Certificate Rate for any Distribution Date is based on the
Student Loan Rate, this will create a

5
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This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER [GRAPHIC] December 21, 1999
Securitized Products Group
SLM Student Loan Trust 1999-3
- --------------------------------------------------------------------------------

Certificate Return Carryover, which will be payable on later Distribution
Dates if funds are available.

The "Certificate Return Carryover" is the additional amount of return on
the Certificates that would have accrued if the Certificate Rate had not
been capped at the Student Loan Rate. This amount will be payable out of
the Collection Account only after all other required distributions to
Security holders have been made.

. Distribution of the Certificate Balance. Distributions on the Certificate
Balance will be made only after the Notes have been paid in full, in an
amount generally equal to (a) the remaining Principal Distribution Amount
plus (b) any shortfall in the payment of the Certificate Balance as of the
preceding Distribution Date. See "Description of the
Securities--Distributions" in the Prospectus Supplement.

. Final Distribution Date. Distribution of any remaining Certificate Balance
will be made no later than January 26, 2015. However, final distribution of
the Certificate Balance could occur earlier as a result of the same factors
that may cause an early maturity of the Notes.

. Subordination of the Certificates. Distributions of return on the
Certificates will be subordinated to the payment of interest on the Notes,
other than any Note Interest Carryover. Distributions of the Certificate
Balance will be subordinated to the payment of both interest on the Notes,
other than any Note Interest Carryover, and principal of the Notes. See
"Description of the Securities--The Certificates--Subordination of the
Certificates" in the Prospectus Supplement.

. Denominations. Certificates will be available for purchase in denominations
of $100,000 and additional increments of $1,000. They will be available in
DTC book-entry form only.

INDENTURE TRUSTEE

The Trust will issue the Notes under an Indenture.

Under the Indenture, Bankers Trust Company will act as Indenture Trustee for the
benefit of and to protect the interests of the Noteholders.

ELIGIBLE LENDER TRUSTEE

The Trust will issue the Certificates under a Trust Agreement. Chase Manhattan
Bank Delaware will be the initial Eligible Lender Trustee under the Trust
Agreement. It will hold legal title to the assets of the Trust for
Certificateholders.

ADMINISTRATOR

The Student Loan Marketing Association, known as Sallie Mae, will act as the
Administrator of the Trust under an Administration Agreement. Sallie Mae is a
government-sponsored enterprise and currently owns the Trust Student Loans.
Under certain circumstances, Sallie Mae may transfer its obligations as
administrator. See "Servicing; Administration--Administration Agreement" in the
Prospectus.

INFORMATION ABOUT THE TRUST

Formation of the Trust

The Trust will be a Delaware Business Trust.

The only activities of the Trust are acquiring, owning and managing the Trust
Student Loans and the other assets of the Trust, issuing and making payments on
the Securities and other related activities. See "Formation of the Trust--The
Trust" in the Prospectus Supplement.

SLM Funding Corporation, as Seller, after acquiring the student loans from
Sallie Mae under a Purchase Agreement, will sell them to the Trust on the
Closing Date under a Sale Agreement. The Seller is a wholly-

6
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This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

owned subsidiary of Sallie Mae. Because the Seller is not eligible under the
federal higher education laws to hold legal title to the student loans, Chase
Manhattan Bank Delaware, as Interim Eligible Lender Trustee, will hold legal
title to the student loans for the Seller under an interim trust arrangement.

Its Assets

The assets of the Trust will include:

. the Trust Student Loans;

. collections and other payments on the Trust Student Loans; and

. funds it will hold in its trust accounts, including the Collection Account
and the Reserve Account.

The rest of this section describes the Trust Student Loans and trust accounts
more fully.

. Trust Student Loans. The Trust Student Loans consist of a pool of education
loans to students and parents of students made under the Federal Family
Education Loan Program ("FFELP"). Some of the Trust Student Loans are
Consolidation Loans, which are used to combine the borrower's obligations
under various federally authorized student loan programs into a single
loan.

The Trust Student Loans had an initial Pool Balance of approximately
$2,002,569,400 as of the applicable Cutoff Dates.

As of the applicable Cutoff Date, the weighted average annual interest rate was
approximately 7.52% for the Group 1 Trust Student Loans and 7.53% for the Group
2 Trust Student Loans. In each case, their weighted average remaining term to
scheduled maturity was approximately 116 months.

Sallie Mae originally acquired the Trust Student Loans in the ordinary course of
its student loan financing business. Guarantee Agencies described in the
Prospectus Supplement guarantee all of the Trust Student Loans. They are
reinsured by the United States Department of Education (the "Department"). The
Trust Student Loans have been selected from the student loans owned by Sallie
Mae based on the criteria established by the Seller, as described in the
Prospectus Supplement and the Prospectus.

. Collection Account. The Administrator will deposit collections on the Trust
Student Loans, Interest Subsidy Payments and Special Allowance Payments
into the Collection Account.

. Reserve Account. The Administrator will establish and maintain the Reserve
Account as an asset of the Trust in the name of the Indenture Trustee. The
Trust will make an initial deposit from the net proceeds from the sale of
the Securities into the Reserve Account on the Closing Date. The deposit
will be in cash or Eligible Investments equal to $[5,006,423] (the "Reserve
Account Initial Deposit"). Funds in the Reserve Account may be replenished
on each Distribution Date by additional funds available after all prior
required distributions have been made. See "Description of the
Securities--Distributions" in the Prospectus Supplement.

The Reserve Account enhances the likelihood of payment to Noteholders and
Certificateholders. In certain circumstances, however, the Reserve Account
could be depleted. This depletion could result in shortfalls in
distributions to Noteholders or Certificateholders.

ADMINISTRATION OF THE TRUST

7
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This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

Under the Administration Agreement, Sallie Mae, as Administrator, will instruct
the Indenture Trustee to withdraw funds on deposit in the Collection Account.
These funds will be applied monthly to the payment of the Primary Servicing Fee
and on each Distribution Date generally as shown in the following chart.

8
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER [GRAPHIC] DECEMBER 21, 1999
Securitized Products Group
SLM Student Loan Trust 1999-3
- --------------------------------------------------------------------------------

COLLECTION ACCOUNT

First SERVICER
(Primary Servicing Fee)

Second ADMINISTRATOR
(Administration Fees)

Third NOTEHOLDERS
(Noteholders'Interest
Distribution Amount)

Fourth CERTIFICATEHOLDERS
(Certificateholders'
Return Distribution Amount)

Fifth NOTEHOLDERS
first pro rata to the Class A-1 (Noteholders' Principal
Noteholders and then pro Distribution Amount)
rata to the Class A-2
Noteholders

Sixth CERTIFICATEHOLDERS
(after the Notes (Certificate Balance
are paid in full) Distribution Amount)

RESERVE ACCOUNT
(Amount, if any, necessary
Seventh to reinstate the Reserve
Account balance to the
Specified Reserve
Account Balance)

Eighth SERVICER
(Carryover Servicing Fee,
if any)

Ninth NOTEHOLDERS
(Note interest Carryover,
if any)

Tenth CERTIFICATEHOLDERS
(Certificate Return
Carryover, if any)

Eleventh RESERVE ACCOUNT
(any remaining amounts)

Amounts remaining in the Reserve Account on any Distribution date in excess of
the Specified Reserve Account Balance will, after the payments described below,
be released to the Seller.

The "Specified Reserve Account Balance" is an amount, generally subject to a
floor of $[2,002,569], required to be maintained in the Reserve Account. More
specifically, the Specified Reserve Account Balance for any Distribution Date
will be equal to the greater of (a) [0.25]% of the Pool Balance at the end of
the related Collection Period and (b) $[2,002,569]. It will be subject to
adjustment as described in the Prospectus Supplement. In no event will it exceed
the outstanding balance of the Securities.

The following chart depicts the distribution of amounts in the Reserve Account
on any Distribution Date, after the required distributions for that Distribution
Date have been made, in excess of the Specified Reserve Account Balance.

RESERVE ACCOUNT

Excess $
SPECIFIED RESERVE
ACCOUNT BALANCE

1st NOTEHOLDERS
(Note Principal Shortfall)

2nd CERTIFICATEHOLDERS
(Certificate Balance
Shortfall)

3rd SERVICER
(Carryover Servicing Fee)

4th NOTEHOLDERS
(Note Interest Carryover)

5th CERTIFICATEHOLDERS
(Certificate Return
Carryover)

Last SELLER

9
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

The Reserve Account will be available to cover any shortfalls in payments of the
Primary Servicing Fee, the Administration Fee, the Noteholders' Interest
Distribution Amount and the Certificateholders' Return Distribution Amount. In
addition, the Reserve Account will be available:

(a) on the Class A-1 Maturity Date and the Class A-2 Maturity Date to cover
shortfalls in payments of the Noteholders' principal and accrued interest,
and

(b) on the Final Distribution Date upon termination of the Trust, to pay the
Certificate Balance and accrued return and any Carryover Servicing Fee,
Note Interest Carryover or Certificate Return Carryover.

If the market value of the Reserve Account on any Distribution Date is
sufficient to pay the remaining principal and interest accrued on the Notes, the
remaining Certificate Balance, any accrued return on the Certificates, and any
Carryover Servicing Fee, Note Interest Carryover and Certificate Return
Carryover, amounts on deposit in the Reserve Account will be so applied on that
Distribution Date.

See "Description of the Securities--Credit Enhancement--Reserve Account" in the
Prospectus Supplement.

Transfer of the Assets to the Trust. Under the Sale Agreement, the Seller will
sell the Trust Student Loans to the Trust, with the Eligible Lender Trustee
holding legal title to the Trust Student Loans. If the Seller breaches a
representation under the Sale Agreement regarding a Trust Student Loan,
generally it will have to cure the breach, repurchase or replace that Trust
Student Loan or reimburse the Trust for losses resulting from the breach.

Servicing of the Assets

Under the Servicing Agreement, Sallie Mae Servicing Corporation, as Servicer,
will be responsible for servicing, maintaining custody of and making collections
on the Trust Student Loans. It will also bill and collect payments from the
Guarantee Agencies and the Department. The Servicer, an affiliate of Sallie Mae,
manages and operates Sallie Mae's loan servicing functions. See "Servicing
Agreements" and "Servicing; Administration" in the Prospectus. Under certain
circumstances, the Servicer may transfer its obligations as Servicer. See
"Servicing; Administration-- Certain Matters Regarding the Servicer" in the
Prospectus.

If the Servicer breaches a covenant under the Servicing Agreement regarding a
Trust Student Loan, generally it will have to cure the breach, purchase that
Trust Student Loan or reimburse the Trust for losses resulting from the breach.
See "The Trust Student Loan Pool--Insurance of Student Loans" in the Prospectus
Supplement.

Compensation of the Servicer

The Servicer will receive two separate fees: a Primary Servicing Fee and a
carryover Servicing Fee.

The "Primary Servicing Fee" for any month is equal to

. in the case of Trust Student Loans that are not Consolidation Loans, 1/12th
of 0.90% of their outstanding principal amount, plus

. in the case of Consolidation Loans, 1/12th of 0.50% of their outstanding
principal amount.

The Primary Servicing Fee will be payable out of Available Funds and amounts on
deposit in the Reserve Account on the 25th of each month (or the next business
day), beginning January 25, 2000 (a "Monthly Servicing Payment Date"). Fees are
calculated as of the last day of the preceding calendar month. Fees will include
amounts from prior Monthly Servicing Payment Dates that remain unpaid.

10
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

The Carryover Servicing Fee will be payable to the Servicer on each Distribution
Date out of Available Funds.

The "Carryover Servicing Fee" is the sum of

. the amount of certain increases in the costs incurred by the Servicer;

. the amount of certain conversion, transfer and removal fees;

. any amounts described in the first two bullets that remain unpaid from
prior Distribution Dates; and

. interest on such unpaid amounts as described in the Servicing Agreement.

See "Description of the Securities--Servicing Compensation" in the Prospectus
Supplement.

TERMINATION OF THE TRUST

The obligations of the Servicer, the Seller, the Administrator, the Eligible
Lender Trustee and the Indenture Trustee will terminate upon:

. the maturity or other liquidation of the last Trust Student Loan and the
disposition of any amount received upon its liquidation; and

. the payment of all amounts required to be paid to the Noteholders and the
Certificateholders.

See "Formation of the Trusts--Termination" in the Prospectus.

Optional Purchase

The Seller may purchase or arrange for the purchase of all remaining Trust
Student Loans on any Distribution Date when the Pool Balance is 10% or less of
the initial Pool Balance. The Seller's exercise of this purchase option will
result in the early retirement of the Notes and the Certificates. The purchase
price will equal the amount required to prepay in full (including all accrued
interest) the remaining Trust Student Loans as of the end of the preceding
Collection Period, but not less than the Minimum Purchase Amount plus any Note
Interest Carryover and Certificate Return Carryover.

"Minimum Purchase Amount" means an amount that would be sufficient to

. reduce the outstanding principal amount of each class of Notes then
outstanding on the related Distribution Date to zero;

. pay to Noteholders the interest payable on the related Distribution Date;

. reduce the Certificate Balance to zero; and

. pay to Certificateholders the return payable on the related Distribution
Date.

Auction of Trust Assets

The Indenture Trustee will offer for sale all remaining Trust Student Loans at
the end of the Collection Period when the Pool Balance is 10% or less of the
initial Pool Balance. The "Trust Auction Date" will be the 3rd business day
before the related Distribution Date. An auction will occur only if the Seller
has first waived its optional purchase right described above. The Seller will
waive its option to purchase the remaining Trust Student Loans if it fails to
notify the Eligible Lender Trustee and the Indenture Trustee, in writing, that
it intends to exercise its purchase option before the Indenture Trustee accepts
a bid to purchase the Trust Student Loans. The Seller and its affiliates,
including Sallie Mae and the Servicer, and unrelated third parties may offer
bids to purchase the Trust Student Loans on the Trust Auction Date.

11
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

If at least two bids are received, the Indenture Trustee will solicit and
re-solicit new bids from all participating bidders until only one bid remains or
the remaining bidders decline to resubmit bids. The Indenture Trustee will
accept the highest of the remaining bids if it equals or exceeds the Minimum
Purchase Amount or the fair market value of the Trust Student Loans as of the
end of the related Collection Period, whichever is higher. If at least two bids
are not received or the highest bid after the re-solicitation process does not
equal or exceed that amount, the Indenture Trustee will not complete the sale.
The Indenture Trustee may, and at the direction of the Seller will be required
to, consult with a financial advisor, including an Underwriter of the Securities
or the Administrator, to determine if the fair market value of the Trust Student
Loans has been offered.

The net proceeds of any auction sale will be used to retire any outstanding
Notes and Certificates on the related Distribution Date. If the sale is not
completed, the Indenture Trustee may, but will not be under any obligation to,
solicit bids for sale of the Trust Student Loans after future Collection Periods
upon terms similar to those described above, including the Seller's waiver of
its option to purchase remaining Trust Student Loans.

If the Trust Student Loans are not sold as described above, on each subsequent
Distribution Date, if the amount on deposit in the Reserve Account (after giving
effect to all Reserve Account withdrawals, except withdrawals payable to the
Seller) exceeds the Specified Reserve Account Balance, the Administrator will
direct the Indenture Trustee to distribute the amount of such excess as
accelerated payments of Note principal and Certificate Balance. The Indenture
Trustee may or may not succeed in soliciting acceptable bids for the Trust
Student Loans either on the Trust Auction Date or subsequently.

TAX CONSIDERATIONS

Subject to important considerations described in the Prospectus Supplement and
the Prospectus:

. Federal tax counsel and Delaware tax counsel for the Trust are of the
opinion that the Notes will be characterized as debt for federal and
Delaware state income tax purposes.

. Federal tax counsel is also of the opinion that, for federal income tax
purposes, the Trust will not be taxable as a corporation. By accepting a
Certificate, a Certificateholder will be deemed to agree to treat the Trust
as a partnership in which it is a partner.

. In the opinion of Delaware tax counsel for the Trust, the same
characterizations would apply for Delaware state income tax purposes as for
federal income tax purposes. Noteholders and Certificateholders that are
not otherwise subject to Delaware taxation on income will not become
subject to Delaware tax as a result of their ownership of Notes or
Certificates.

See "Certain Federal Income Tax Consequences" and "Certain State Tax
Consequences" in the Prospectus for additional information concerning the
application of federal tax laws.

ERISA CONSIDERATIONS

. The Notes. Subject to important considerations and conditions described in
the Prospectus Supplement and the Prospectus, the Notes may, in general, be
purchased by or on behalf of a Plan (including an insurance company general
account) that is subject to Title I of ERISA or Section 4975 of the
Internal Revenue Code only if an exemption from the prohibited transaction
rules applies so that the purchase and holding of the Notes by or on behalf
of the Plan will not result in a non-exempt prohibited

12
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

transaction. Each fiduciary who purchases any Note will be deemed to
represent that such an exemption exists and applies to it.

. The Certificates. The Certificates may not be acquired by, on behalf of, or
using the assets of any Plan (including an insurance company general
account) of the type described above. Each purchaser of Certificates will
be deemed to represent that it is not such a Plan, is not purchasing the
Certificates on behalf of a Plan, and is not using the assets of a Plan to
purchase any of the Certificates. Further, each purchaser of Certificates
will be deemed to agree that if its Certificates are subsequently deemed to
be Plan assets, that purchaser will dispose of them.

See "ERISA Considerations" in the Prospectus Supplement and the Prospectus for
additional information concerning the application of ERISA.

CAPITAL TREATMENT OF THE NOTES

The Board of Governors of the Federal Reserve System, the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation and the
Office of Thrift Supervision have each advised the Seller that the Notes are
eligible for 20% risk-based capital treatment. The banking regulators further
advised the Seller generally that if any Trust Student Loan has been disbursed
on or after October 1, 1993, consistent with the Higher Education Act's two
percent lender risk sharing provisions, only 98% of each Note would be eligible
for the 20% risk category. Most of the Trust Student Loans were disbursed on or
after October 1, 1993 and, accordingly, only 98% of each Note is eligible for
the 20% risk category. The letters from the banking regulators did not address
the Certificates' eligibility for the 20% risk category.

In addition, the Seller has received letters from the banking regulators for
France, Germany, Italy, Japan, Luxembourg, the Netherlands, Switzerland and the
United Kingdom, in each case advising the Seller that the Notes may be eligible
for 20% risk-based capital treatment (25% in the case of the Swiss banking
regulator). The Netherlands banking regulator further advised the Seller that it
considers the FFELP loans to be a homogeneous pool of assets and, accordingly,
will make no distinction between Trust Student Loans disbursed before and after
October 1, 1993. With the exception of the French, German, Japanese and Swiss
banking regulators, whose advice does not address the matter, the European
banking regulators have advised the Seller that they will treat Trust Student
Loans disbursed on or after October 1, 1993 in a manner consistent with the
advice the Seller received from the United States banking regulators.

RATING OF THE SECURITIES

The Securities are required to be rated by at least two nationally recognized
rating agencies identified in the Indenture as follows:

Notes: Highest rating category

Certificates: One of the three highest rating categories

See "Ratings of the Securities" in the Prospectus Supplement for additional
information.

RISK FACTORS

Certain factors you should consider before making an investment in the
Certificates are described in the Prospectus Supplement and in the Prospectus
under "Risk Factors."

CUSIP NUMBERS

Class A-1 Notes: 78442[ ]

Class A-2 Notes: 78442[ ]

Certificates: 78442[ ]
13
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

The Notes

Distributions of Interest. Interest will accrue on the principal balances of the
Notes at their respective Note Rates. Interest will accrue during each Accrual
Period and will be payable to the Noteholders quarterly on each Distribution
Date. Interest accrued as of any Distribution Date but not paid on such
Distribution Date will be due on the next Distribution Date together with an
amount equal to interest on this amount at the applicable rate per annum
specified above. Interest payments on the Notes for any Distribution Date will
generally be funded from Available Funds and amounts on deposit in the Reserve
Account remaining after the distribution of the Primary Servicing Fee and the
Administration Fee for that Distribution Date. See "--Distributions" and
"--Credit Enhancement" in the Prospectus Supplement. If these sources are
insufficient to pay the Noteholders' Interest Distribution Amount for such
Distribution Date, the shortfall will be allocated pro rata to the Class A-1
Noteholders and the Class A-2 Noteholders (based upon the total amount of
interest then due on each class of Notes).

The "Class A-1 Rate" for each Accrual Period will be equal to the lesser of (a)
Three-Month LIBOR, except for the first Accrual Period, which will be One-Month
LIBOR, on the second business day before the beginning of that Accrual Period
(determined as set forth under "--Determination of LIBOR") plus 0.08% and (b)
the Student Loan Rate for that Accrual Period. The "Class A-2 Rate" for each
Accrual Period will be equal to the lesser of (a) Three-Month LIBOR, except for
the first Accrual Period, which will be One-Month LIBOR, on the second business
day before the beginning of that Accrual Period plus 0.16% and (b) the Student
Loan Rate for that Accrual Period.

The "Student Loan Rate" for any Accrual Period will be equal to the product of:

(a) the quotient obtained by dividing 360 by the actual number of days
elapsed in the Accrual Period; and

(b) the percentage equivalent of a fraction, (i) the numerator of which is
equal to Expected Interest Collections for the related Collection
Period less the Primary Servicing Fee and the Administration Fee and
any prior unpaid Administration Fees for that Collection Period and
(ii) the denominator of which is the Pool Balance as of the first day
of that Collection Period.

"Expected Interest Collections" means, for any Collection Period, the sum of:

. the amount of interest accrued, net of amounts required to be paid to the
Department or to be repaid to Guarantors or borrowers, for the Trust
Student Loans for that Collection Period (whether or not the interest is
actually paid);

. all Interest Subsidy Payments and Special Allowance Payments pursuant to
claims submitted by the Eligible Lender Trustee for that Collection Period
(whether or not actually received), net of amounts required to be paid to
the Department, for the Trust Student Loans, to the extent not included in
the first bullet; and

. investment earnings on amounts held in the Reserve Account and the
Collection Account for that Collection Period and interest on amounts to be
remitted by the Administrator to the Collection Account with respect to
that Collection Period prior to the related Distribution Date.
14
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

Any Note Interest Carryover that may exist on any Distribution Date will be
payable to the Noteholders on that Distribution Date and any succeeding
Distribution Dates solely out of the amount of Available Funds remaining in the
Collection Account on any Distribution Date after distribution of the Primary
Servicing Fee, the Administration Fee, the Noteholders' Distribution Amount, the
Certificateholders' Distribution Amount, the amount, if any, necessary to be
deposited into the Reserve Account to reinstate its balance to the Specified
Reserve Account Balance and the aggregate Carryover Servicing Fee, if any;
provided that (except on the final Distribution Date upon termination of the
Trust) no amounts on deposit in the Reserve Account (other than amounts in
excess of the Specified Reserve Account Balance) will be available to pay any
Note Interest Carryover.

The Certificates

Return on Certificates. Certificateholders will be entitled to distributions of
return on the Certificate Balance at the Certificate Rate. Return on the
Certificates will accrue during each Accrual Period, will be calculated as
provided below and will be distributable quarterly on each Distribution Date.
Return on the Certificates payable on any Distribution Date but not distributed
on that Distribution Date will be payable on the next Distribution Date
increased by an amount equal to return on the amount at the Certificate Rate.
Distributions with respect to return on the Certificates for any Distribution
Date will generally be funded from the portion of the Available Funds and the
amounts on deposit in the Reserve Account remaining after the distribution of
the Primary Servicing Fee, the Administration Fee and the Noteholders' Interest
Distribution Amount for that Distribution Date. See "--Distributions", "--Credit
Enhancement--Reserve Account" and "--The Certificates--Subordination of the
Certificates" in the Prospectus Supplement.

The "Certificate Rate" for each Accrual Period will be equal to the lesser of
(a) Three-Month LIBOR, except for the first Accrual Period, which will be
One-Month LIBOR, on the second business day before the beginning of that Accrual
Period (determined as set forth under "--Determination of LIBOR") plus 0.40% and
(b) the Student Loan Rate for that Accrual Period. Any Certificate Return
Carryover that may exist on any Distribution Date will be payable to the
Certificateholders on that Distribution Date and any succeeding Distribution
Dates solely out of the amount of Available Funds remaining in the Collection
Account on the Distribution Date after distribution of the Primary Servicing
Fee, the Administration Fee, the Noteholders' Distribution Amount, the
Certificateholders Distribution Amount, the amount, if any, necessary to be
deposited into the Reserve Account to reinstate the balance therein to the
Specified Reserve Account Balance, the Carryover Servicing Fee, if any, and any
Note Interest Carryover; provided that (except on the final Distribution Date
upon termination of the Trust) amounts on deposit in the Reserve Account (other
than amounts in excess of the Specified Reserve Account Balance) will not be
available to pay any Certificate Return Carryover.

Administration Fee

As compensation for the performance of the Administrator's obligations under the
Administration Agreement and the Sale Agreement and as reimbursement for its
related expenses, the Administrator will be entitled to an administration fee in
an amount equal to $20,000 per Collection Period payable in arrears on each
Distribution Date (the "Administration Fee").
15
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

The following tables provide a description of certain additional characteristics
of the Trust Student Loans as of the applicable Cutoff Date:

COMPOSITION OF THE GROUP 1 TRUST STUDENT LOANS
AS OF THE SEPTEMBER 13, 1999 CUTOFF DATE

Aggregate Outstanding Principal Balance(1)................. $1,000,781,997
Number of Borrowers........................................ 115,146
Average Outstanding Principal Balance Per Borrower......... $ 8,691
Number of Loans............................................ 275,035
Average Outstanding Principal Balance Per Loan............. $ 3,639
Weighted Average Remaining Term to Maturity(2)............. 116 months
Weighted Average Annual Borrower Interest Rate(3).......... 7.52%

Notes: (1) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 as of the Cutoff Date to be capitalized
upon commencement of repayment.
(2) Determined from the Cutoff Date to the stated maturity date of
the applicable Trust Student Loan without giving effect to any
deferral or forbearance periods that may be granted in the
future. See Appendix A to the Prospectus and "The Student Loan
Pools - Sallie Mae's Student Loan Financing Business" in the
Prospectus.
(3) Exclusive of Special Allowance Payments. The weighted average
spread, including Special Allowance Payments, to the 91-day or
52-week T-Bill rate, as applicable, was 2.89% as of the Cutoff
Date and would have been 3.11% if all of the Trust Student Loans
were in repayment as of the Cutoff Date.

COMPOSITION OF THE GROUP 2 TRUST STUDENT LOANS
AS OF THE SEPTEMBER 20, 1999 CUTOFF DATE

Aggregate Outstanding Principal Balance(1)................. $1,001,787,403
Number of Borrowers........................................ 122,518
Average Outstanding Principal Balance Per Borrower......... $ 8,177
Number of Loans............................................ 299,670
Average Outstanding Principal Balance Per Loan............. $ 3,343
Weighted Average Remaining Term to Maturity(2)............. 116 months
Weighted Average Annual Borrower Interest Rate(3).......... 7.53%

Notes: (1) Includes principal balance due from obligors, plus accrued
interest of $22,869,363 as of the Cutoff Date to be capitalized
upon commencement of repayment.
(2) Determined from the Cutoff Date to the stated maturity date of
the applicable Trust Student Loan without giving effect to any
deferral or forbearance periods that may be granted in the
future. See Appendix A to the Prospectus and "The Student Loan
Pools - Sallie Mae's Student Loan Financing Business" in the
Prospectus.
(3) Exclusive of Special Allowance Payments. The weighted average
spread, including Special Allowance Payments, to the 91-day or
52-week T-Bill rate, as applicable, was 2.89% as of the Cutoff
Date and would have been 3.11% if all of the Trust Student Loans
were in repayment as of the Cutoff Date.

16
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
<PAGE>

DISTRIBUTION OF THE GROUP 1 TRUST STUDENT LOANS
BY LOAN TYPE AS OF THE SEPTEMBER 13, 1999 CUTOFF DATE

Aggregate
Outstanding Percent of Pool
Principal by Outstanding
Loan Type Number of Loans Balance(1) Principal Balance
- -------------------------------------------------- --------------- -------------- -----------------
<S> <C> <C> <C>
Subsidized Stafford Loans......................... 180,784 $ 565,472,144 56.5%
Unsubsidized Stafford Loans....................... 74,068 311,662,465 31.2
SLS Loans......................................... 3,554 16,186,248 1.6
PLUS Loans........................................ 16,621 107,377,667 10.7
Consolidation Loans............................... 8 83,473 0.0
--------------- -------------- -----------------
Total........................................ 275,035 $1,000,781,997 100.0%
=============== ============== =================
</TABLE>

Note: (1) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 as of the Cutoff Date to be capitalized
upon commencement of repayment.

DISTRIBUTION OF THE GROUP 2 TRUST STUDENT LOANS
BY LOAN TYPE AS OF THE SEPTEMBER 20, 1999 CUTOFF DATE
<TABLE>
<CAPTION>

Aggregate
Outstanding Percent of Pool by
Principal Outstanding
Loan Type Number of Loans Balance(1) Principal Balance
- -------------------------------------------------- --------------- -------------- -----------------
<S> <C> <C> <C>
Subsidized Stafford Loans......................... 193,333 $ 578,240,308 57.7%
Unsubsidized Stafford Loans....................... 85,256 321,374,828 32.1
SLS Loans......................................... 5,038 17,816,940 1.8
PLUS Loans........................................ 16,035 84,187,451 8.4
Consolidation Loans............................... 8 167,876 0.0
--------------- -------------- -----------------
Total........................................ 299,670 $1,001,787,403 100.0%
=============== ============== =================
</TABLE>
Note: (1) Includes principal balance due from obligors, plus accrued
interest of $22,869,363 as of the Cutoff Date to be capitalized upon
commencement of repayment.

- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

DISTRIBUTION OF THE GROUP 1 TRUST STUDENT LOANS
BY BORROWER INTEREST RATES AS OF THE SEPTEMBER 13, 1999 CUTOFF DATE

<TABLE>
<CAPTION>
Aggregate
Outstanding Percent of Pool by
Principal Outstanding
Interest Rates(1) Number of Loans Balance(2) Principal Balance
- -------------------------------------------------- --------------- -------------- -----------------
<S> <C> <C> <C>
Less than 7.50%................................... 103,146 $ 379,986,950 38.0%
7.50% to 8.49%.................................... 166,054 611,813,295 61.1
8.50% to 9.49%.................................... 5,675 8,606,960 0.9
Greater than 9.49%................................ 160 374,792 0.0
--------------- -------------- -----------------
Total........................................ 275,035 $1,000,781,997 100.0%
=============== ============== =================
</TABLE>

Notes: (1) Determined using the interest rates applicable to the Trust
Student Loans as of the Cutoff Date. However, because certain of
the Trust Student Loans bear interest at variable rates, the
above information may not remain applicable to the Trust Student
Loans at any time after the Cutoff Date. See Appendix A to the
Prospectus and "The Student Loan Pools - Sallie Mae's Student
Loan Financing Business" in the Prospectus.
(2) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 as of the Cutoff Date to be capitalized
upon commencement of repayment.

DISTRIBUTION OF THE GROUP 2 TRUST STUDENT LOANS
BY BORROWER INTEREST RATES AS OF THE SEPTEMBER 20, 1999 CUTOFF DATE

Aggregate
Outstanding Percent of Pool by
Principal Outstanding
Interest Rates(1) Number of Loans Balance(2) Principal Balance
- -------------------------------------------------- --------------- -------------- -----------------
<S> <C> <C> <C>
Less than 7.50%................................... 106,345 $ 364,812,245 36.4%
7.50% to 8.49%.................................... 189,731 631,143,055 63.0
8.50% to 9.49%.................................... 3,375 5,363,510 0.5
Greater than 9.49%................................ 219 468,593 0.1
--------------- -------------- -----------------
Total........................................ 299,670 $1,001,787,403 100.0%
=============== ============== =================
</TABLE>

Notes: (1) Determined using the interest rates applicable to the Trust
Student Loans as of the Cutoff Date. However, because certain of
the Trust Student Loans bear interest at variable rates, the
above information may not remain applicable to the Trust Student
Loans at any time after the Cutoff Date. See Appendix A to the
Prospectus and "The Student Loan Pools - Sallie Mae's Student
Loan Financing Business" in the Prospectus.
(2) Includes principal balance due from obligors, plus accrued
interest of $22,869,363 as of the Cutoff Date to be capitalized
upon commencement of repayment.

DISTRIBUTION OF THE GROUP 1 TRUST STUDENT LOANS
BY OUTSTANDING PRINCIPAL BALANCE PER BORROWER AS OF THE
SEPTEMBER 13, 1999 CUTOFF DATE

Aggregate
Outstanding Percent of Pool by
Number of Principal Outstanding
Range of Outstanding Principal Balance Borrowers Balance/(1)/ Principal Balance
- --------------------------------------------------------- --------- --------------- -----------------
<S> <C> <C> <C>
Less than $ 1,000........................................ 4,867 $ 3,151,431 0.3%
$ 1,000 to $ 1,999.99.................................... 9,807 14,655,207 1.5
$ 2,000 to $ 2,999.99.................................... 17,934 45,890,484 4.6
$ 3,000 to $ 3,999.99.................................... 10,018 35,095,411 3.5
$ 4,000 to $ 4,999.99.................................... 7,439 33,523,926 3.4
$ 5,000 to $ 5,999.99.................................... 9,497 52,051,796 5.2
$ 6,000 to $ 6,999.99.................................... 7,951 50,989,288 5.1
$ 7,000 to $ 7,999.99.................................... 6,082 45,169,889 4.5
$ 8,000 to $ 8,999.99.................................... 4,717 39,897,059 4.0
$ 9,000 to $ 9,999.99.................................... 4,158 39,308,937 3.9
$10,000 to $10,999.99.................................... 3,906 41,076,081 4.1
$11,000 to $11,999.99.................................... 4,456 51,138,894 5.1
$12,000 to $12,999.99.................................... 2,196 27,390,393 2.7
$13,000 to $13,999.99.................................... 2,081 28,129,190 2.8
$14,000 to $14,999.99.................................... 2,007 29,093,725 2.9
$15,000 to $15,999.99.................................... 1,908 29,549,685 3.0
$16,000 to $16,999.99.................................... 1,871 30,831,303 3.1
$17,000 to $17,999.99.................................... 1,753 30,466,197 3.0
$18,000 to $18,999.99.................................... 1,210 22,373,048 2.2
$19,000 to $19,999.99.................................... 2,012 39,359,144 3.9
$20,000 to $20,999.99.................................... 1,050 21,502,276 2.2
$21,000 to $21,999.99.................................... 715 15,343,325 1.5
$22,000 to $22,999.99.................................... 736 16,564,107 1.7
$23,000 to $23,999.99.................................... 544 12,772,476 1.3
$24,000 to $24,999.99.................................... 451 11,025,629 1.1
$25,000 to $25,999.99.................................... 437 11,134,164 1.1
$26,000 to $26,999.99.................................... 326 8,631,470 0.9
$27,000 to $27,999.99.................................... 332 9,121,457 0.9
$28,000 to $28,999.99.................................... 304 8,655,931 0.9
$29,000 to $29,999.99.................................... 264 7,779,680 0.8
$30,000 to $30,999.99.................................... 232 7,070,448 0.7
$31,000 to $31,999.99.................................... 236 7,433,094 0.7
$32,000 to $32,999.99.................................... 211 6,854,886 0.7
$33,000 to $33,999.99.................................... 163 5,458,544 0.5
$34,000 to $34,999.99.................................... 181 6,236,713 0.6
$35,000 and above........................................ 3,094 156,056,709 15.6
--------- --------------- -----------------
Total............................................... 115,146 $1,000,781,997 100.0%
========= =============== =================
</TABLE>

Note: (1) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 as of the Cutoff Date to be capitalized
upon commencement of repayment.
19
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

DISTRIBUTION OF THE GROUP 2 TRUST STUDENT LOANS
BY OUTSTANDING PRINCIPAL BALANCE PER BORROWER AS OF THE
SEPTEMBER 20, 1999 CUTOFF DATE

<TABLE>
<CAPTION>
Aggregate
Outstanding Percent of Pool by
Number of Principal Outstanding
Range of Outstanding Principal Balance Borrowers Balance(1) Principal Balance
- --------------------------------------------------------- --------- -------------- -----------------
<S> <C> <C> <C>
Less than $ 1,000........................................ 5,224 3,502,167 0.3%
$ 1,000 to $ 1,999.99.................................... 11,148 16,744,349 1.7
$ 2,000 to $ 2,999.99.................................... 19,903 50,890,214 5.1
$ 3,000 to $ 3,999.99.................................... 11,479 40,188,597 4.0
$ 4,000 to $ 4,999.99.................................... 8,539 38,394,823 3.8
$ 5,000 to $ 5,999.99.................................... 10,413 57,035,695 5.7
$ 6,000 to $ 6,999.99.................................... 8,519 54,739,954 5.5
$ 7,000 to $ 7,999.99.................................... 6,324 46,944,976 4.7
$ 8,000 to $ 8,999.99.................................... 5,097 43,170,351 4.3
$ 9,000 to $ 9,999.99.................................... 4,110 38,889,798 3.9
$10,000 to $10,999.99.................................... 3,960 41,633,861 4.2
$11,000 to $11,999.99.................................... 4,201 48,115,441 4.8
$12,000 to $12,999.99.................................... 2,559 31,927,582 3.2
$13,000 to $13,999.99.................................... 2,196 29,650,171 3.0
$14,000 to $14,999.99.................................... 2,075 30,081,790 3.0
$15,000 to $15,999.99.................................... 1,929 29,902,255 3.0
$16,000 to $16,999.99.................................... 1,709 28,179,752 2.8
$17,000 to $17,999.99.................................... 1,525 26,578,465 2.7
$18,000 to $18,999.99.................................... 1,197 22,140,508 2.2
$19,000 to $19,999.99.................................... 1,580 30,910,793 3.1
$20,000 to $20,999.99.................................... 936 19,178,917 1.9
$21,000 to $21,999.99.................................... 675 14,502,349 1.4
$22,000 to $22,999.99.................................... 765 17,218,683 1.7
$23,000 to $23,999.99.................................... 558 13,115,064 1.3
$24,000 to $24,999.99.................................... 458 11,206,176 1.1
$25,000 to $25,999.99.................................... 422 10,759,895 1.1
$26,000 to $26,999.99.................................... 337 8,928,243 0.9
$27,000 to $27,999.99.................................... 347 9,534,835 1.0
$28,000 to $28,999.99.................................... 272 7,748,868 0.8
$29,000 to $29,999.99.................................... 248 7,311,336 0.7
$30,000 to $30,999.99.................................... 238 7,253,834 0.7
$31,000 to $31,999.99.................................... 207 6,510,815 0.6
$32,000 to $32,999.99.................................... 186 6,039,775 0.6
$33,000 to $33,999.99.................................... 178 5,972,692 0.6
$34,000 to $34,999.99.................................... 184 6,347,810 0.6
$35,000 and above........................................ 2,820 140,536,569 14.0
--------- -------------- -----------------
Total............................................... 122,518 $1,001,787,403 100.0%
========= ============== =================
</TABLE>

Note: (1) Includes principal balance due from obligors, plus accrued
interest of $22,869,363 as of the Cutoff Date to be capitalized
upon commencement of repayment.
20
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY SCHOOL/LOAN TYPE AS OF THE CUTOFF DATES

Aggregate
Outstanding Percent of Pool by
Principal Outstanding
School/Loan Type Number of Loans Balance(1) Principal Balance
- -------------------------------------------------- ---------------- -------------- -------------------
<S> <C> <C> <C>
FFELP:
4-year Institutions.......................... 448,367 $1,674,361,796 83.6%
2-year Institutions.......................... 60,575 138,720,172 6.9
Proprietary/Vocational....................... 62,048 170,003,465 8.5
Unidentified................................. 3,699 19,232,618 1.0
Consolidation Loan Program(2)................ 16 251,349 0.0
---------------- -------------- -------------------
Total................................... 574,705 $2,002,569,400 100.0%
================ ============== ===================
</TABLE>

DISTRIBUTION OF THE GROUP 1 TRUST STUDENT LOANS
BY REMAINING TERM TO SCHEDULED MATURITY
AS OF THE SEPTEMBER 13, 1999 CUTOFF DATE
<TABLE>
<CAPTION>

Aggregate
Outstanding Percent of Pool by
Number of Months Principal Outstanding
Remaining to Scheduled Maturity(1) Number of Loans Balance(2) Principal Balance
- -------------------------------------------------- --------------- ---------------- --------------------
<S> <C> <C> <C>
0 to 12........................................... 2,237 $ 1,418,991 0.1%
13 to 24.......................................... 4,981 3,971,962 0.4
25 to 36.......................................... 6,152 6,627,476 0.7
37 to 48.......................................... 5,939 8,588,566 0.9
49 to 60.......................................... 6,956 12,918,750 1.3
61 to 72.......................................... 8,901 19,432,534 1.9
73 to 84.......................................... 10,174 25,554,937 2.5
85 to 96.......................................... 12,892 42,964,572 4.3
97 to 108......................................... 20,191 80,705,195 8.1
109 to 120........................................ 85,141 351,483,776 35.1
121 to 132........................................ 67,057 279,180,082 27.9
133 to 144........................................ 23,159 91,237,101 9.1
145 and Up........................................ 21,255 76,698,055 7.7
--------------- ---------------- --------------------
Total........................................ 275,035 $1,000,781,997 100.0%
=============== ================ ====================
</TABLE>

Notes: (1) Determined from the Cutoff Date to the stated maturity date of
the applicable Trust Student Loan without giving effect to any
deferral or forbearance periods that may be granted in the
future. See Appendix A to the Prospectus and "The Student Loan
Pools - Sallie Mae's Student Loan Financing Business" in the
Prospectus.
(2) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 as of the Cutoff Date to be capitalized
upon commencement of repayment.
22
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

DISTRIBUTION OF THE GROUP 2 TRUST STUDENT LOANS
BY REMAINING TERM TO SCHEDULED MATURITY
AS OF THE SEPTEMBER 20, 1999 CUTOFF DATE

<TABLE>
<CAPTION>
Aggregate
Outstanding Percent of Pool by
Number of Months Principal Outstanding
Remaining to Scheduled Maturity(1) Number of Loans Balance(2) Principal Balance
- -------------------------------------------------- --------------- -------------- -----------------
<S> <C> <C> <C>
0 to 12........................................... 1,790 $ 968,603 0.1%
13 to 24.......................................... 4,770 3,599,190 0.3
25 to 36.......................................... 6,102 6,738,711 0.7
37 to 48.......................................... 6,441 9,394,902 0.9
49 to 60.......................................... 8,057 15,107,261 1.5
61 to 72.......................................... 11,311 23,979,262 2.4
73 to 84.......................................... 12,520 30,822,817 3.1
85 to 96.......................................... 15,839 50,041,487 5.0
97 to 108......................................... 25,082 92,028,161 9.2
109 to 120........................................ 88,619 334,274,264 33.4
121 to 132........................................ 65,134 251,376,226 25.1
133 to 144........................................ 27,519 96,161,589 9.6
145 and Up........................................ 26,486 87,294,930 8.7
--------------- -------------- -----------------
Total........................................ 299,670 $1,001,787,403 100.0%
=============== ============== =================
</TABLE>
Notes: (1) Determined from the Cutoff Date to the stated maturity date of
the applicable Trust Student Loan without giving effect to any
deferral or forbearance periods that may be granted in the
future. See Appendix A to the Prospectus and "The Student Loan
Pools - Sallie Mae's Student Loan Financing Business" in the
Prospectus.
(2) Includes principal balance due from obligors, plus accrued
interest of $22,869,363 as of the Cutoff Date to be capitalized
upon commencement of repayment.

23
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY CURRENT BORROWER PAYMENT STATUS AS OF THE CUTOFF DATES
Aggregate Percent of Pool
Outstanding by Outstanding
Principal Principal
Current Borrower Payment Status(1) Number of Loans Balance(2) Balance
- -------------------------------------------------- ---------------- --------------- ---------------
<S> <C> <C> <C>
In-School......................................... 99,307 $ 346,223,164 17.3%
Grace............................................. 81,670 315,067,987 15.7
Deferral.......................................... 44,228 159,547,872 8.0
Forbearance....................................... 52,403 197,197,665 9.8
Repayment(3)
First year in repayment...................... 173,789 647,845,146 32.3
Second year in repayment..................... 43,137 160,084,232 8.0
Third year in repayment...................... 24,652 79,369,315 4.0
More than 3 years in repayment............... 55,519 97,234,019 4.9
---------------- --------------- ---------------
Total................................... 574,705 $2,002,569,400 100.0%
================ =============== ===============
</TABLE>
Notes: (1) Refers to the status of the borrower of each Trust Student Loan
as of the applicable Cutoff Date. The borrower may still be
attending school ("In-School"), may be in a grace period after
completing school and prior to repayment commencing ("Grace"),
may be currently required to repay the loan ("Repayment") or may
have temporarily ceased repaying the loan through a deferral
("Deferral") or a forbearance ("Forbearance") period. See
Appendix A to the Prospectus and "The Student Loan Pools - Sallie
Mae's Student Loan Financing Business" in the Prospectus.
(2) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 for the Group 1 Trust Student Loans and
$22,869,363 for the Group 2 Trust Student Loans to be capitalized
upon commencement of repayment.
(3) The weighted average number of months in repayment for all Trust
Student Loans currently in repayment is 14 for the Group 1 Trust
Student Loans and 15 for the Group 2 Trust Student Loans,
calculated as the term to maturity at the commencement of
repayment less the number of months remaining to scheduled
maturity as of the Cutoff Date.

SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE GROUP 1
TRUST STUDENT LOANS BY CURRENT BORROWER PAYMENT STATUS AS OF
THE SEPTEMBER 13, 1999 CUTOFF DATE

Scheduled Months in Status(1)
--------------------------------------------------------------------
Current Borrower Payment Status In-School Grace Deferral Forbearance Repayment
- ---------------------------------------- ---------- --------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C>
In-School............................... 17.3 6.0 - - 118.8
Grace................................... - 2.4 - - 119.2
Deferral................................ - - 15.6 - 113.3
Forbearance............................. - - - 4.2 114.3
Repayment............................... - - - - 103.1
</TABLE>

Note: (1) Determined without giving effect to any deferral or forbearance
periods that may be granted in the future. See Appendix A to the
Prospectus and "The Student Loan Pools - Sallie Mae's Student
Loan Financing Business" in the Prospectus.

24
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

25
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE GROUP 2
TRUST STUDENT LOANS BY CURRENT BORROWER PAYMENT STATUS AS OF
THE SEPTEMBER 20, 1999 CUTOFF DATE
<TABLE>
<CAPTION>
Scheduled Months in Status(1)
--------------------------------------------------------------------
Current Borrower Payment Status In-School Grace Deferral Forbearance Repayment
- ----------------------------------------- ----------- --------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
In-School................................ 17.2 6.0 - - 118.7
Grace.................................... - 2.2 - - 118.9
Deferral................................. - - 15.9 - 112.7
Forbearance.............................. - - - 4.1 113.9
Repayment................................ - - - - 101.7
</TABLE>

No (1) Determided without giving effect to any deferral or forbearance periods
that may be granted in the future. See Appendix A to the Propestus and
"The Student Loan Pools - Sallie Mae's Student Loan Financing Business"
in the Propectus.

26
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

GEOGRAPHIC DISTRIBUTION OF THE
TRUST STUDENT LOANS AS OF THE CUTOFF DATES

Aggregate Percent of Pool
Outstanding by Outstanding
Number of Principal Principal
State(1) Loans Balance(2) Balance
- -------------------------------------------------- ------------ -------------- --------------
<S> <C> <C> <C>
Alabama........................................... 1,850 $ 6,862,518 0.3%
Alaska............................................ 279 895,583 0.0
Arizona........................................... 2,084 8,165,382 0.4
Arkansas.......................................... 2,449 7,767,868 0.4
California........................................ 12,166 53,690,670 2.7
Colorado.......................................... 3,004 10,260,951 0.5
Connecticut....................................... 9,432 38,697,755 1.9
Delaware.......................................... 1,254 5,222,931 0.3
District of Columbia.............................. 1,841 8,535,673 0.4
Florida........................................... 40,635 131,999,149 6.6
Georgia........................................... 23,751 82,005,938 4.1
Hawaii............................................ 386 1,541,978 0.1
Idaho............................................. 121 551,318 0.0
Illinois.......................................... 48,480 167,342,538 8.4
Indiana........................................... 3,416 11,114,695 0.6
Iowa 741 2,689,146 0.1
Kansas............................................ 1,602 5,511,477 0.3
Kentucky.......................................... 865 3,011,588 0.2
Louisiana......................................... 9,166 32,151,510 1.6
Maine............................................. 958 3,701,036 0.2
Maryland.......................................... 10,492 44,680,287 2.2
Massachusetts..................................... 17,529 72,877,072 3.7
Michigan.......................................... 10,569 32,740,983 1.6
Minnesota......................................... 1,422 4,616,659 0.2
Mississippi....................................... 9,843 29,903,417 1.5
Missouri.......................................... 2,645 10,485,306 0.5
Montana........................................... 175 583,726 0.0
Nebraska.......................................... 241 838,163 0.0
Nevada............................................ 740 2,810,048 0.1
New Hampshire..................................... 1,254 5,286,375 0.3
New Jersey........................................ 20,562 81,860,610 4.1
New Mexico........................................ 742 2,483,830 0.1
New York.......................................... 137,197 474,748,253 23.7
North Carolina.................................... 17,432 59,031,574 3.0
North Dakota...................................... 67 194,782 0.0
Ohio 6,760 24,739,500 1.2
Oklahoma.......................................... 10,239 28,519,566 1.4
</TABLE>

27
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

28
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
GEOGRAPHIC DISTRIBUTION OF THE
TRUST STUDENT LOANS AS OF THE CUTOFF DATES
(continued)

29
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY REPAYMENT TERMS AS OF THE CUTOFF DATES

Aggregate Pecent of Pool
Outstanding by Outstanding
Number of Principal Principal
Loan Repayment Terms Loans Balance(1) Balance
- ---------------------------------------- ----------- ---------------- ---------------
<S> <C> <C> <C>
Level Payment 499,127 $ 1,696,010,045 84.7%
Other Repayment Options(2) 75,578 306,559,355 15.3
----------- ---------------- ---------------
Total 574,705 $ 2,002,569,400 100.0%
=========== ================ ===============
</TABLE>

Notes: (1) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 for the Group 1 Trust Student Loans and
$22,869,363 for the Group 2 Trust Student Loans to be capitalized
upon commencement of repayment.
(2) Includes graduated repayment, income sensitive and interest only
period loans. Income sensitive loans represent less than 1.0% of
the Outstanding Principal Balance. Interest only period loans
represent 14.6% of the Outstanding Principal Balance.

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY DATE OF DISBURSEMENT AS OF THE CUTOFF DATES
<TABLE>
<CAPTION>
Aggregate Percent of Pool
Outstanding by Outstanding
Number of Principal Principal
Disbursement Date(1) Loans Balance(2) Balance(3)
- ---------------------------------------- ---------- ----------------- ---------------
<S> <C> <C> <C>
Pre-October 1, 1993 76,910 $ 166,212,131 8.3%
October 1, 1993 and thereafter 497,795 1,836,357,269 91.7
---------- ----------------- ---------------
Total 574,705 $ 2,002,569,400 100.0%
---------- ----------------- ---------------
</TABLE>

Notes: (1) Student Loans disbursed prior to October 1, 1993 are 100%
guaranteed by the applicable Guarantor, and reinsured against
default by the Department up to 100% of the Guarantee Payments.
Student Loans disbursed on or after October 1, 1993 are 98%
guaranteed by the applicable Guarantor, and reinsured against
default by the Department up to a maximum of 98% of the Guarantee
Payments. See "Appendix A The Federal Family Education Loan
Program - Guarantee Agencies" and "--Federal Insurance and
Reinsurance of Guarantee Agencies" in the Prospectus.
(2) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 for the Group 1 Trust Student Loans and
$22,869,363 for the Group 2 Trust Student Loans to be capitalized
upon commencement of repayment.
(3) The holder of a Consolidation Loan made on or after October 1,
1993 must pay the Department a monthly rebate fee calculated on
an annual basis equal to, in most cases, 1.05% of the principal
plus accrued unpaid interest on any such loan. Of the Trust
Student Loans that are Consolidation Loans, 66.0% were made on or
after October 1, 1993.

30
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
DISTRIBUTION OF THE TRUST STUDENT LOANS BY
GUARANTY AGENCY AS OF THE CUTOFF DATES

Percent of
Aggregate Pool by
Number of Outstanding Outstanding
Loans Principal Balance Principal
Guaranteed of Loans Balance
Name of Guaranty Agency Guaranteed(1) Guaranteed
- ---------------------------------------------------------- ------------- -------------------- -------------
<S> <C> <C> <C>
American Student Assistance Guarantor..................... 19,911 $ 84,299,448 4.2%
California Student Aid Commission......................... 6,502 32,975,167 1.7
Colorado Student Loan Program............................. 1,915 5,849,473 0.3
Connecticut Student Loan Foundation....................... 6,427 26,902,616 1.3
Education Assistance Corporation.......................... 39 146,129 0.0
Educational Credit Management Corporation................. 23,778 66,098,463 3.3
Finance Authority of Maine................................ 594 1,526,543 0.1
Florida Department of Education Office of Student
Financial Assistance.................................. 27,109 78,022,037 3.9
Georgia Higher Education Assistance Corp.................. 14,730 45,080,050 2.3
Great Lakes Higher Education Corporation.................. 9,554 37,355,350 1.9
Illinois Student Assistance Commission.................... 47,800 162,044,889 8.1
Iowa College Student Aid Commission....................... 896 2,810,690 0.1
Kentucky Higher Education Assistance Authority............ 323 936,984 0.0
Louisiana Student Financial Assistance Commission......... 2,763 9,659,118 0.5
Michigan Higher Education Assistance Authority............ 9,546 27,645,491 1.4
Missouri Coordinating Board for Higher Education.......... 1,222 4,633,774 0.2
Montana Guaranteed Student Loan Program................... 77 237,797 0.0
Nebraska Student Loan Program............................. 1,813 10,833,226 0.5
New Jersey Higher Education Assistance Authority.......... 7,744 28,985,714 1.4
New York State Higher Education Services Corporation...... 137,383 438,848,362 21.9
Northwest Education Loan Association...................... 1,840 7,087,616 0.4
Oklahoma State Regents for Higher Education............... 11,333 31,921,408 1.6
Oregon State Scholarship Commission....................... 432 1,420,590 0.1
Pennsylvania Higher Education Assistance Agency........... 11,973 45,028,882 2.3
Rhode Island Higher Education Assistance Authority........ 2,740 9,646,141 0.5
Student Loan Guarantee Foundation of Arkansas, Inc. ...... 1,998 6,643,265 0.3
Tennessee Student Assistance Corporation.................. 3,000 10,694,950 0.5
Texas Guaranteed Student Loan Corporation................. 96,784 314,056,195 15.7
United Student Aid Funds, Inc............................. 124,444 511,071,748 25.5
Utah Higher Education Assistance Authority................ 35 107,284 0.0
------------- -------------------- -------------
Total................................................ 574,705 $ 2,002,569,400 100.0%
------------- -------------------- -------------
</TABLE>
Note: (1) Includes principal balance due from obligors, plus accrued
interest of $22,807,300 for the Group 1 Trust Student Loans and
$22,869,363 for the Group 2 Trust Student Loans to be capitalized
upon commencement of repayment.

31
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER [GRAPHIC OMITTED] December 21, 1999
Securitized Products Group
SLM Student Loan Trust 1999-3
- --------------------------------------------------------------------------------

Some historical information about each of the Guarantors that guarantees Trust
Student Loans comprising greater than 5% of the Initial Pool Balance (the
"Significant Guarantors") is provided below. The information shown for each
Significant Guarantor relates to all Student Loans (including but not limited to
Trust Student Loans) guaranteed by such Significant Guarantor.

Guaranty Volume. The following table describes the approximate aggregate
principal amount of federally reinsured Student Loans (excluding Consolidation
Loans) that first became guaranteed by each Significant Guarantor and by all
Guarantee Agencies (including but not limited to those guaranteeing Trust
Student Loans) in each of the five federal fiscal years shown:*

<TABLE>
<CAPTION>
Loans Guaranteed
--------------------------------------------------------------------------------------------

Federal Fiscal Year
--------------------------------------------------------------------------------------------

Name of Guaranty Agency 1994 1995 1996 1997 1998
- ----------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Illinois Student Assistance
Commission.................. $ 709,642,725 $ 573,085,655 $ 494,362,509 $ 535,138,764 $ 581,490,697
N.Y. State Higher Education
Services Corporation........ 1,667,124,351 1,553,679,083 1,404,308,282 1,531,888,290 1,567,779,770
Texas Guaranteed Student Loan
Corporation................. 1,067,232,396 1,155,766,611 1,270,649,512 1,383,563,862 1,456,358,859
United Student Aid Funds, Inc.... 4,724,841,523 5,040,721,324 5,293,074,800 6,161,344,966 6,181,128,248
All Guarantee Agencies........... $23,101,135,064 $21,055,193,594 $19,727,950,145 $21,409,775,875 $22,300,960,997
</TABLE>

* The information in the table above was obtained from the
Department's quarterly Loan Volume Updates. The Seller,
Sallie Mae and the Underwriter have not audited or
independently verified this information for accuracy or
completeness.

32
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

Reserve Ratio. Each Significant Guarantor's reserve ratio is determined by
dividing its cumulative cash reserves by the original principal amount of the
outstanding loans it has agreed to guarantee. The term "cumulative cash
reserves" refers to cash reserves plus (i) sources of funds (including insurance
premiums, state appropriations, federal advances, federal reinsurance payments,
administrative cost allowances, collections on claims paid and investment
earnings) minus (ii) uses of funds (including claims paid to lenders, operating
expenses, lender fees, the Department's share of collections on claims paid,
returned advances and reinsurance fees). The "original principal amount of
outstanding loans" consists of the original principal amount of loans guaranteed
by the Significant Guarantor minus the original principal amount of loans
cancelled, claims paid, loans paid in full and loan guarantees transferred to
the Significant Guarantor from other guarantors.

The following table sets forth the Significant Guarantors' reserve ratios and
the national average reserve ratio for all guarantors for the five federal
fiscal years shown for which information is available:*

<TABLE>
<CAPTION>
Reserve Ratio as of Close of Federal Fiscal Year
----------------------------------------------------
Guarantors 1994 1995 1996 1997 1998
- -------------------------------------------------------- ------- ------- ------- ------- -------

<S> <C> <C> <C> <C> <C>
Illinois Student Assistance Commission.................. 1.0% 1.0% 1.1% 1.4% 1.6%
N.Y. State Higher Education Services Corporation........ 1.0 1.1 1.0 1.2 1.1
Texas Guaranteed Student Loan Corporation............... 0.9 1.4 1.1 1.6 1.8
United Student Aid Funds, Inc. ......................... 1.2 1.5 1.5 1.5 1.4
All Guarantee Agencies.................................. 1.4 1.6 1.6 1.5 1.5
</TABLE>

* The information in the table above was obtained from the Department's
FY94-96 Federal Student Loan Programs Data Book (for fiscal years 1994 and
1995) and from the latest available Department of Education reports (for
fiscal years 1996, 1997 and 1998). The Seller, Sallie Mae and the
Underwriter have not audited or independently verified this information for
accuracy or completeness.

Recovery Rates. A Guarantor's recovery rate, which provides a measure of the
effectiveness of the collection efforts against defaulting borrowers after the
guarantee claim has been satisfied, is determined for each year by dividing the
cumulative amount recovered from borrowers by the Guarantor by the cumulative
aggregate amount of default claims paid by the Guarantor. The table below sets
forth the cumulative recovery rates for each of the Significant Guarantors for
the five federal fiscal years shown for which information is available:*
<TABLE>
<CAPTION>
Recovery Rate Federal Fiscal Year
----------------------------------------------------
Guarantors 1994 1995 1996 1997 1998
- -------------------------------------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Illinois Student Assistance Commission.................. 46.0% 46.0% 47.3% 48.0% 51.5%
N.Y. State Higher Education Services Corporation........ 41.9 43.9 46.2 49.4 53.0
Texas Guaranteed Student Loan Corporation............... 30.4 34.3 41.4 45.4 48.9
United Student Aid Funds, Inc. ......................... 29.3 34.9 39.2 40.9 44.3
</TABLE>
* The information in the table above was obtained from privately published
compilations of DOE data and from the Significant Guarantors (for fiscal
years 1997 and 1998). The Seller, Sallie Mae and the Underwriter have not
audited or independently verified this information for accuracy or
completeness.

33
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This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

34
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
<PAGE>

Claims Rate.* The following table sets forth the claims rates of each
Significant Guarantor for each of the five federal fiscal years shown:**

<TABLE>
<CAPTION>
Claims Rate
---------------------------------------------------

Federal Fiscal Year
----------------------------------------------------
Guarantors 1994 1995 1996 1997 1998
- -------------------------------------------------------- ------- ------- ------- ------- -------

<S> <C> <C> <C> <C> <C>
Illinois Student Assistance Commission.................. 3.7% 2.7% 2.7% 3.4% 2.3%
N.Y. State Higher Education Services Corporation........ 2.8 3.2 2.9 2.5 2.7
Texas Guaranteed Student Loan Corporation............... 5.2 5.0 3.9 3.3 3.2
United Student Aid Funds, Inc. ......................... 5.0 4.7 4.7 4.7 4.0
</TABLE>

* The Department is required to make reinsurance payments to Guarantors with
respect to FFELP loans in default that are subject to specified reductions
when the Guarantor's claims rate for a fiscal year equals or exceeds
certain trigger percentages of the aggregate original principal amount of
FFELP loans guaranteed by such Guarantor that are in repayment on the last
day of the prior fiscal year. See Appendix A to the Prospectus.
** The information in the table above was obtained from annually published DOE
reports. The Seller, Sallie Mae and the Underwriter have not audited or
independently verified this information for accuracy or completeness.

35
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Sallie Mae
with respect to the expected characteristics of the student loan receivables
securing these securities. The actual characteristics and performance of the
student loan receivables will differ from the assumptions used in preparing
these materials, which are hypothetical in nature. Changes in the assumptions
may have a material impact on the information set forth in these materials. No
representation is made that any performance or return indicated herein will be
achieved. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. The underwriter disclaims any and all liability relating
to this information, including without limitation, any express or implied
representations and warranties for, statements contained in, and omissions from
this information. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER TO BUY OR SELL ANY SECURITY WOULD BE
MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY
THE ISSUER THAT WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN
AVAILABLE. In the event of any such offering, these materials, including any
description of the student loan receivables contained herein, shall be deemed
superseded, amended and supplemented in their entirety by such Prospectus and
Prospectus Supplement. To Our Readers Worldwide: In addition, please note that
this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------