<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-K
(MARK ONE)
<TABLE>
<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
</TABLE>
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
<TABLE>
<S> <C> <C>
DELAWARE 33-95474/333-2502/333-24949/333-44465 23-2815650
(State or other Jurisdiction (Commission File Numbers) (I.R.S. employer
of Incorporation) Identification No.)
</TABLE>
777 TWIN CREEK DRIVE
KILLEEN, TEXAS 76543
(Address of principal executive offices)
(817) 554-4500
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
No documents are incorporated by reference into this Form 10-K.
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: None.
This Annual Report on Form 10-K is filed in reliance upon (1) certain
no-action letters issued by the Office of Chief Counsel, Division of Corporate
Finance of the Securities and Exchange Commission stating that the Division will
not object if periodic reports filed by the registrant pursuant to Sections 13
and 15(d) of the Securities and Exchange Act of 1934 are filed in the manner set
forth in such letters and the requests for such letters and (2) the Registrant's
filing letter accompanying the Registrant's Current Report on Form 8-K filed
with the Commission on or about November 6, 1995 in which the Registrant
described the manner in which it intended to file such periodic reports.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I.
ITEM 2. PROPERTIES.
The property of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae
Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student
Loan Trust 1996-3, the SLM Student Loan Trust 1996-4, the SLM Student Loan Trust
1997-1, the SLM Student Loan Trust 1997-2, the SLM Student Loan Trust 1997-3,
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 1991-1, the SLM Student
Loan Trust 1999-2, and the SLM Student Loan Trust 1999-3 (collectively, the
"Trusts") consists solely of pools of education loans to students and parents of
students made under the Federal Family Education Loan Program, all funds
collected in respect thereof and monies on deposit in certain trust accounts.
For more information regarding the property of the Trusts, you should examine
the Annual Statements of Compliance (the "Annual Statements of Compliance")
attached as Exhibit 19.1 hereto, required by Section 3.2 of (i) the
Administration Agreements, dated as of October 26, 1995, March 6, 1996, April
26, 1996, July 9, 1996, October 3, 1996 and March 20, 1997, by and among the
respective Trusts, the Student Loan Marketing Association (the "Administrator"),
Chase Manhattan Bank, Delaware, formerly Chase Manhattan Bank USA, National
Association, not in its individual capacity but solely as Trustee (the "Eligible
Lender Trustee"), Sallie Mae Servicing Corporation (the "Servicer"), SLM Funding
Corporation (the "Registrant") and Bankers Trust Company, not in its individual
capacity but solely as Indenture Trustee (the "Indenture Trustee") and (ii) the
Master Administration Agreement, dated as of May 1, 1997, between the Registrant
and the Administrator, as variously amended or supplemented (collectively, the
"Administration Agreements").
ITEM 3. LEGAL PROCEEDINGS.
The Registrant knows of no material pending legal proceedings involving the
Registrant or its property.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Nothing to report.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
At December 31, 1999, the Registrant was a beneficial owner of the Trusts'
Floating Rate Student Loan-Backed Certificates ("Certificates"), and there was
one (1) registered holder of the Certificates, CEDE & Co., as nominee of The
Depository Trust Company ("DTC"). There were twelve (12) persons registered on
the books of DTC as record owners of Certificates. There is no established
trading market for the Certificates.
ITEM 7. OTHER RELATED EVENTS AND INFORMATION.
Effective as of February 11, 2000, Elizabeth S. Eldridge resigned her
position as a director of the Registrant and Susan Burdick-Brennan was elected
as a director.
LEGISLATIVE DEVELOPMENTS
On December 17, 1999, President Clinton signed the Ticket to Work and Work
Incentives Improvement Act. This act includes a provision that changes the index
on which lender returns are set in the Federal Family Education Loan Program
from the current 91-day Treasury bill rate to a three-month commercial paper
rate. The new index will apply to all loans originated after January 1, 2000 and
before July 1, 2003. The rates that students pay on their FFELP loans are
unaffected by the new index.
2
<PAGE>
ADMINISTRATION'S FY 2001 BUDGET PROPOSAL
On February 7, 2000 President Clinton submitted his Fiscal Year 2001 budget
proposal to Congress. The budget proposes significant savings from the student
loan programs, principally from the FFELP. The major proposals affecting student
loans, and the student loan industry are the following:
- Reduce special allowance payments 31 basis points from three-month
commercial paper plus 2.34% to three-month commercial paper plus 2.03%.
- Eliminate all special allowance on tax exempt loans subject to a 9.5%
interest rate floor.
All these proposals may be considered by Congress as it deliberates on the
FY 2001 budget. The Registrant does not expect any of these proposals to pass.
If any of these proposals were to pass, the revenues of the Trusts could be
materially adversely affected.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Nothing to report.
PART III.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
At December 31, 1999, the Certificates held by the Registrant were
registered in the name of CEDE and Co., as nominee of DTC. The books of DTC
indicate that nine (9) participant institutions are record owners of more than
5% of the Certificates.
SALLIE MAE STUDENT LOAN TRUST 1995-1
CUSIP 795452AC5 $35,000,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student State Street Bank & Trust Co. $18,500,000.00 52.86%
Loan--Backed Certificates Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
Chase Manhattan Bank $14,650,000.00 41.86%
4 New York Plaza
13th Floor
New York, NY 10004
</TABLE>
3
<PAGE>
SALLIE MAE STUDENT LOAN TRUST 1996-1
CUSIP 795452AF8 $52,500,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student Chase Manhattan Bank $50,000,000.00 95.24%
Loan--Backed Certificates 4 New York Plaza
13th Floor
New York, NY 10004
</TABLE>
SLM STUDENT LOAN TRUST 1996-2
CUSIP 78442GAC0 $53,030,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student Chase Manhattan Bank $25,499,000.00 48.08%
Loan--Backed Certificates 4 New York Plaza
13th Floor
New York, NY 10004
Boston Safe Deposit & Trust Co. $22,800,000.00 42.99%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust Co. $ 3,200,000.00 6.03%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
</TABLE>
4
<PAGE>
SLM STUDENT LOAN TRUST 1996-3
CUSIP 78442GAF3 $52,750,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student Boston Safe Deposit & Trust Co. $16,000,000.00 30.33%
Loan--Backed Certificates c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $19,000,000.00 36.02%
4 New York Plaza
13th Floor
New York, NY 10004
ABN Amco Incorporated $12,000,000.00 22.75%
181 West Madison
Chicago, IL 60603
Huntington National Bank $ 3,000,000.00 5.69%
Proxy Department HC1040
41 South High Street
Columbus, OH 43287
</TABLE>
SLM STUDENT LOAN TRUST 1996-4
CUSIP 78442GAJ5 $52,700,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student Boston Safe Deposit & Trust Co. $17,700,000.00 33.59%
Loan--Backed Certificates c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
The Bank of New York $15,300,000.00 29.03%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $10,000,000.00 18.98%
4 New York Plaza
13th Floor
New York, NY 10004
The Northern Trust Company $ 4,573,000.00 8.68%
801 S. Canal C-In
Chicago, IL 60607
</TABLE>
5
<PAGE>
SLM STUDENT LOAN TRUST 1997-1
CUSIP 78442GAM8 $71,800,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student Boston Safe Deposit & Trust Co. $34,800,000.00 48.47%
Loan--Backed Certificates c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
The Bank of New York $13,000,000.00 18.11%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $12,000,000.00 16.71%
4 New York Plaza
13th Floor
New York, NY 10004
Huntington National Bank $12,000,000.00 16.71%
Proxy Department HC1040
41 South High Street
Columbus, OH 43287
</TABLE>
6
<PAGE>
SLM STUDENT LOAN TRUST 1997-2
CUSIP 78442GAQ9 $87,450,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student The Bank of New York $30,000,000.00 34.31%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $30,000,000.00 34.31%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $13,000,000.00 14.87%
4 New York Plaza
13th Floor
New York, NY 10004
Boston Safe Deposit & Trust Co. $ 9,450,000.00 10.81%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
State Street Bank & Trust Co. $ 5,000,000.00 5.72%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
</TABLE>
7
<PAGE>
SLM STUDENT LOAN TRUST 1997-3
CUSIP 78442GAT3 $90,150,000
<TABLE>
<CAPTION>
NAME AND AMOUNT AND
ADDRESS OF NATURE OF
BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNERSHIP CLASS
- -------------- --------------------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student The Bank of New York $60,800,000.00 67.44%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $12,200,000.00 13.53%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $12,150,000.00 13.48%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
State Street Bank & Trust Co. $ 5,000,000.00 5.55%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
</TABLE>
SLM STUDENT LOAN TRUST 1997-4
CUSIP 78442GAW6 $89,900,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student The Bank of New York $89,900,000.00 100.00%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
</TABLE>
8
<PAGE>
SLM STUDENT LOAN TRUST 1998-1
CUSIP 78442GAZ9 $ 106,550,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
<S> <C> <C> <C>
Floating Rate Student The Bank of New York $81,550,000.00 76.54%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
State Street Bank & Trust Co. $13,000,000.00 12.20%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
The Northern Trust Company $ 8,600,000.00 8.07%
801 S. Canal C-In
Chicago, IL 60607
</TABLE>
SLM STUDENT LOAN TRUST 1998-2
CUSIP 78442GBC9 $ 105,750,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
<S> <C> <C> <C>
Floating Rate Student The Bank of New York $100,750,000.00 95.27%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
</TABLE>
SLM STUDENT LOAN TRUST 1999-1
CUSIP 78442GBH8 $ 36,060,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
<S> <C> <C> <C>
Floating Rate Student Bankers Trust Company $ 36,060,000.00 100.00%
Loan--Backed Certificates c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
</TABLE>
9
<PAGE>
SLM STUDENT LOAN TRUST 1999-2
CUSIP 78442GBN5 $ 36,000,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
<S> <C> <C> <C>
Floating Rate Student Bankers Trust Company $ 36,000,000.00 100.00%
Loan--Backed Certificates c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
</TABLE>
SLM STUDENT LOAN TRUST 1999-3
CUSIP 78442GBR6 $ 72,300,000
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
<S> <C> <C> <C>
Floating Rate Student Morgan Stanley & Co. $ 72,300,000.00 100.00%
Loan--Backed Certificates Incorporated
One Pierrepoint Plaza, 7th Floor
Brooklyn, NY 11201
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Nothing to Report.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) EXHIBITS. The following documents are filed as part of this Annual
Report on Form 10-K:
<TABLE>
<CAPTION>
DESIGNATION DESCRIPTION
- ----------- -----------
<S> <C>
Exhibit 19.1 Annual Statements of Compliance
Annual Independent Certified Public
Exhibit 19.2 Accountant's Report
</TABLE>
(b) REPORTS ON FORM 8-K. Current Reports on Form 8-K were filed during the
last quarter of the period covered by this report with the Commission on or
about January 13, 2000 in connection with a quarterly Distribution Date.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
<TABLE>
<S> <C> <C>
Dated: March 28, 2000 SLM FUNDING CORPORATION
By: /s/ MARK G. OVEREND
-----------------------------------------
Name: Mark G. Overend
Title: President
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MARK G. OVEREND President and Director
------------------------------------------- (Principal Executive March 28, 2000
Mark G. Overend Officer)
/s/ J. LANCE FRANKE Chief Financial Officer and
------------------------------------------- Director (Principal March 28, 2000
J. Lance Franke Financial Officer)
/s/ WILLIAM M.E. RACHAL Treasurer and Controller
------------------------------------------- (Principal Accounting March 28, 2000
William M.E. Rachal Officer)
/s/ SUSAN BURDICK-BRENNAN
------------------------------------------- Director March 27, 2000
Susan Burdick-Brennan
/s/ DOUGLAS JOHNSON
------------------------------------------- Director March 27, 2000
Douglas Johnson
</TABLE>
11
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- --------------------- ------- ------------
<S> <C> <C>
19.1 Annual Statements of Compliance 13
19.2 Annual Independent Certified Public Accountant's Report 40
</TABLE>
12
<PAGE>
EXHIBIT 19.1
SALLIE MAE STUDENT LOAN TRUST 1995-1
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated October 26, 1995 (as amended and
restated as of April 26, 1996) has been made under our supervision, and (ii)
to the best of our knowledge, the Servicer has fulfilled its obligations in
all material respects under this Agreement and under the Servicing Agreement
throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
13
<PAGE>
SALLIE MAE STUDENT LOAN TRUST 1996-1
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: Indenture Trustee Eligible Lender Trustee
----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of March 6, 1996 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
14
<PAGE>
SLM STUDENT LOAN TRUST 1996-2
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: Indenture Trustee Eligible Lender Trustee
----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of April 26, 1996 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
15
<PAGE>
SLM STUDENT LOAN TRUST 1996-3
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: Indenture Trustee Eligible Lender Trustee
----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of July 9, 1996 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
16
<PAGE>
SLM STUDENT LOAN TRUST 1996-4
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: Indenture Trustee Eligible Lender Trustee
----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of October 3, 1996 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
17
<PAGE>
SLM STUDENT LOAN TRUST 1997-1
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of March 20, 1997 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
18
<PAGE>
SLM STUDENT LOAN TRUST 1997-2
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
To: Indenture Trustee Eligible Lender Trustee
----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of June 18, 1997 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
19
<PAGE>
SLM STUDENT LOAN TRUST 1997-3
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
To: Indenture Trustee Eligible Lender Trustee
----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of September 11, 1997 has been
made under our supervision, and (ii) to the best of our knowledge, the
Servicer has fulfilled its obligations in all material respects under this
Agreement and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
20
<PAGE>
SLM STUDENT LOAN TRUST 1997-4
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: Indenture Trustee Eligible Lender Trustee
----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of November 12, 1997 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
21
<PAGE>
SLM STUDENT LOAN TRUST 1998-1
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: Indenture Trustee Eligible Lender Trustee
----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of March 19, 1998 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
22
<PAGE>
SLM STUDENT LOAN TRUST 1998-2
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from January 1, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of June 18, 1998 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
23
<PAGE>
SLM STUDENT LOAN TRUST 1999-1
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from June 29, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of June 29, 1999 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
24
<PAGE>
SLM STUDENT LOAN TRUST 1999-2
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from August 12, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of August 12, 1999 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
25
<PAGE>
SLM STUDENT LOAN TRUST 1999-3
OFFICER'S CERTIFICATE OF THE SERVICER
ANNUAL STATEMENT OF COMPLIANCE
AS OF DECEMBER 31, 1999
TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street, 10th Floor 1201 Market Street
New York, New York 10006 Wilmington, Delaware 19801
Attn: Corporate Trust & Agency Group Attn: John J. Cashin
COPY: The Chase Manhattan Bank, N.A.
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trust Dept.
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we
hereby certify that (i) a review of the activities and performance of the
Servicer from December 28, 1999 through December 31, 1999 under this Agreement
and under the Servicing Agreement dated as of December 28, 1999 has been made
under our supervision, and (ii) to the best of our knowledge, the Servicer
has fulfilled its obligations in all material respects under this Agreement
and under the Servicing Agreement throughout such period.
- --------------------------------------------------------------------------------
SALLIE MAE SERVICING CORPORATION, as Servicer
11600 Sallie Mae Drive
Reston, Virginia 20193
/s/ THOMAS P. BRISSON
- ---------------------
Thomas P. Brisson, Vice President, Servicing
/s/ JOHN F. WALLERSTEDT
- -----------------------
John F. Wallerstedt, Vice President and Treasurer
26
<PAGE>
SALLIE MAE STUDENT LOAN TRUST 1995-1
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
27
<PAGE>
SALLIE MAE STUDENT LOAN TRUST 1996-1
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- -------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
28
<PAGE>
SLM STUDENT LOAN TRUST 1996-2
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
29
<PAGE>
SLM STUDENT LOAN TRUST 1996-3
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
30
<PAGE>
SLM STUDENT LOAN TRUST 1996-4
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
31
<PAGE>
SLM STUDENT LOAN TRUST 1997-1
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
32
<PAGE>
SLM STUDENT LOAN TRUST 1997-2
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
33
<PAGE>
SLM STUDENT LOAN TRUST 1997-3
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
34
<PAGE>
SLM STUDENT LOAN TRUST 1997-4
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
35
<PAGE>
SLM STUDENT LOAN TRUST 1998-1
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
36
<PAGE>
SLM STUDENT LOAN TRUST 1998-2
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from January 1, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
37
<PAGE>
SLM STUDENT LOAN TRUST 1999-1
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from June 29, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
38
<PAGE>
SLM STUDENT LOAN TRUST 1999-2
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we,
the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from August 12, 1999 through December 31, 1999
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, the Administrator has fulfilled its obligations in all material
respects under the Agreement throughout such period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
39
<PAGE>
SLM STUDENT LOAN TRUST 1999-3
OFFICER'S CERTIFICATE
INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE
- ----------------- -----------------------
Bankers Trust Company Chase Manhattan Bank Delaware
Four Albany Street 1201 Market Street
New York, NY 10006 Wilmington, Delaware 19801
Attn: Raymond Delli Colli, Attn: John Cashin,
Corporate Trust and Agency Group Corporate Trust Division
(212) 250-6549 (302) 428-3375
ADMINISTRATOR SERVICER
- ------------- --------
Student Loan Marketing Association Sallie Mae Servicing Corporation
11600 Sallie Mae Drive 11600 Sallie Mae Drive
Reston, Virginia 20190-4798 Reston, Virginia 20193
Attn: Assistant Vice President, ATTN: Director ABS Administration
Corporate Finance Operations
(703) 810-7711
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"),
we, the undersigned, hereby certify that (i) a review of the activities and
performance of the Administrator from December 28, 1999 through December 31,
1999 has been made under our supervision and (ii) to the best of our
knowledge, based on such review, the Administrator has fulfilled its
obligations in all material respects under the Agreement throughout such
period.
December 31, 1999
STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR
/S/ MARK G. OVEREND /S/ J. LANCE FRANKE
- -------------------- --------------------
Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent
Student Loan Marketing Association Student Loan Marketing Association
40
<PAGE>
EXHIBIT 19.2
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1995-1
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1, for
the year ended December 31, 1999, included in the accompanying report titled
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
41
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999 is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
42
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, and the Student Loan Marketing Association,
as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan
Trust 1995-1. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
43
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1996-1
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1, for
the year ended December 31, 1999, included in the accompanying report titled
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
44
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
45
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1. We are
also responsible for reviewing and ensuring implementation of, and ongoing
compliance with, effective internal control over compliance with the terms and
conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
46
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-2
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1996-2, for the year
ended December 31, 1999, included in the accompanying report titled REPORT OF
MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
47
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in
all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
48
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1996-2. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
49
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-3
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1996-3, for the year
ended December 31, 1999, included in the accompanying report titled REPORT OF
MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
50
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in
all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
51
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1996-3. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
52
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-4
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1996-4, for the year
ended December 31, 1999, included in the accompanying report titled REPORT OF
MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
53
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in
all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
54
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1996-4. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
55
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-1
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1997-1, for
the year ended December 31, 1999, included in the accompanying report titled
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
56
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
57
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1997-1. We are
also responsible for reviewing and ensuring implementation of, and ongoing
compliance with, effective internal control over compliance with the terms and
conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
58
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-2
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-2, for the year
ended December 31, 1999, included in the accompanying report titled REPORT OF
MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
59
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in
all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
60
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-2. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
61
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-3
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-3, for the year
ended December 31, 1999, included in the accompanying report titled REPORT OF
MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
62
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in
all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
63
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-3. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
64
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-4
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-4, for the year
ended December 31, 1999, included in the accompanying report titled REPORT OF
MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
65
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in
all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
66
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-4. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
67
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1998-1
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1998-1, for the year
ended December 31, 1999, included in the accompanying report titled REPORT OF
MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
68
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
69
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1998-1. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
70
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1998-2
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1998-2, for the year
ended December 31, 1999, included in the accompanying report titled REPORT OF
MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
71
<PAGE>
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
72
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1998-2. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreement.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in all
material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the year ended December 31, 1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
73
<PAGE>
Exhibit 19.2
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1999-1
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1999-1, for the
period June 29, 1999 through December 31, 1999, included in the accompanying
report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is
responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the period June 29, 1999 through December 31,
1999, is fairly stated, in all material respects.
74
<PAGE>
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
75
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1999-1. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreement.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the period June 29, 1999 through December 31,
1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
76
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1999-2
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1999-2, for the
period August 12, 1999 through December 31, 1999, included in the accompanying
report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is
responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the period August 12, 1999 through December 31,
1999, is fairly stated, in all material respects.
77
<PAGE>
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
78
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1999-2. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreement.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the period August 12, 1999 through December 31,
1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
79
<PAGE>
March 1, 2000
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1999-3
We have examined management's assertion that Sallie Mae Servicing Corporation
(the "Company") complied, in all material respects, with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1999-3, for the
period December 1, 1999 through December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER.
Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the period December 1, 1999 through December
31, 1999, is fairly stated, in all material respects.
80
<PAGE>
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
81
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
We acknowledge that as members of management of Sallie Mae Servicing Corporation
(the "Company"), we are responsible for ensuring compliance with the terms and
conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the
Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers
Trust Company, and the Student Loan Marketing Association, as Administrator,
(the "Agreement") pursuant to the SLM Student Loan Trust 1999-3. We are also
responsible for reviewing and ensuring implementation of, and ongoing compliance
with, effective internal control over compliance with the terms and conditions
of the Agreement.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above for the period December 1, 1999 through December 31,
1999.
March 1, 2000
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
/s/ Robert R. Levine
- --------------------
Robert R. Levine
President and Chief Operating Officer
Sallie Mae Servicing Corporation
82
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1995-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student
Loan Trust 1995-1, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
83
<PAGE>
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
84
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan
Trust 1995-1. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
85
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1996-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student
Loan Trust 1996-1, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
86
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
87
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan
Trust 1996-1. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
88
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-2
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan
Trust 1996-2, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
89
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
90
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1996-2. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
91
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-3
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan
Trust 1996-3, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
92
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
93
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1996-3. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
94
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-4
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan
Trust 1996-4, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
95
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
96
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1996-4. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
97
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan
Trust 1997-1, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
98
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999,
is fairly stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
99
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1997-1. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
100
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-2
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan
Trust 1997-2, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
101
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
102
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of the management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1997-2. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
103
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-3
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan
Trust 1997-3, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
104
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
105
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1997-3. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
106
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-4
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan
Trust 1997-4, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
107
<PAGE>
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above for the year ended December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
108
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1997-4. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
109
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1998-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan
Trust 1998-1, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
110
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
111
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1998-1. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
112
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1998-2
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student
Loan Trust 1998-2, for the year ended December 31, 1999, included in the
accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY
ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
113
<PAGE>
above for the year ended December 31, 1999, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
114
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1998-2. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the year ended December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
115
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1999-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student
Loan Trust 1999-1, for the period June 29, 1999 through December 31, 1999,
included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE
BY ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
116
<PAGE>
above for the period June 29, 1999 through December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
117
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1999-1. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the period June 29, 1999 through December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
118
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1999-2
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student
Loan Trust 1999-2, for the period August 12, 1999 through December 31, 1999,
included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE
BY ADMINISTRATOR. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
119
<PAGE>
above for the period August 12, 1999 through December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
120
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1999-2. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the period August 12, 1999 through December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
121
<PAGE>
March 1, 2000
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1999-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the
SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student
Loan Trust 1999-3, for the period from December 1, 1999 through December 31,
1999, included in the accompanying report titled REPORT OF MANAGEMENT ON
COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated
122
<PAGE>
above for the period December 1, 1999 through December 31, 1999, is fairly
stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
123
<PAGE>
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with the
terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B,
2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and
3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank
Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM
Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust
1999-3. We are also responsible for establishing and maintaining effective
internal control over compliance with the terms and conditions of the
Agreement.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects
with the terms and conditions of the Sections of the Agreement indicated
above for the period December 1, 1999 through December 31, 1999.
March 1, 2000
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
124
