EXHIBIT 19.2
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1995-1
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1995-1, as of December 31, 1997, and for the year then
ended, included in the accompanying report titled Report of Management on
Compliance by Servicer. Management is responsible for the Company's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
28
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1995-1. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
29
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1996-1
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1996-1, as of December 31, 1997, and for the year then
ended, included in the accompanying report titled Report of Management on
Compliance by Servicer. Management is responsible for the Company's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
30
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1996-1. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
31
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-2
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-2, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Servicer. Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
32
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-2. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
33
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-3
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-3, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Servicer. Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
34
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-3. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
35
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-4
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-4, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Servicer. Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
36
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-4. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the year then
ended.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
37
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-1
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-1, as of December 31, 1997, and for the period March 20, 1997
through December 31, 1997, included in the accompanying report titled Report
of Management on Compliance by Servicer. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to express
an opinion on management's assertion about the Company's compliance based on
our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period March
20, 1997 through December 31, 1997, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
38
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-1. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the period March
20, 1997, through December 31, 1997.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
39
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-2
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-2, as of December 31, 1997, and for the period June 18, 1997,
through December 31, 1997, included in the accompanying report titled Report
of Management on Compliance by Servicer. Management is responsible for the
Company's compliance with those requirements. Our responsibility is to express
an opinion on management's assertion about the Company's compliance based on
our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period June 18,
1997, through December 31, 1997, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
40
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-2. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the period June 18,
1997, through December 31, 1997.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
41
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-3
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-3, as of December 31, 1997, and for the period September 11,
1997, through December 31, 1997, included in the accompanying report titled
Report of Management on Compliance by Servicer. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period
September 11, 1997, through December 31, 1997, is fairly stated, in all
material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
42
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-3. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the period
September 11, 1997, through December 31, 1997.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
43
March 26, 1998
Sallie Mae Servicing Corporation
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-4
We have examined management's assertion that Sallie Mae Servicing
Corporation (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of
the Servicing Agreement among the Company, Chase Manhattan Bank USA, National
Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-4, as of December 31, 1997, and for the period November 12,
1997, through December 31, 1997, included in the accompanying report titled
Report of Management on Compliance by Servicer. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period November
12, 1997, through December 31, 1997, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
44
REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER
I acknowledge that as a member of management of Sallie Mae Servicing
Corporation (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and
3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, and the Student Loan Marketing
Association, as Administrator, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-4. We are also responsible for reviewing and ensuring
implementation of, and ongoing compliance with, effective internal control
over compliance with the terms and conditions of the Agreements.
On an ongoing basis we evaluate the Company's compliance with the terms and
conditions of the Sections in the Agreement indicated above. Based on this
management oversight and evaluation, we assert that the Company complied, in
all material respects, with the terms and conditions of the Sections of the
Agreement indicated above as of December 31, 1997, and for the period November
12, 1997, through December 31, 1997.
March 26, 1998
/s/ John F. Wallerstedt
John F. Wallerstedt
Vice President and Treasurer
Sallie Mae Servicing Corporation
45
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1995-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1995-1, as of December 31, 1997, and for the year then
ended, included in the accompanying report titled Report of Management on
Compliance by Administrator. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
46
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the Sallie Mae Student Loan Trust 1995-1. We are also responsible
for establishing and maintaining effective internal control over compliance
with the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
47
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALLIE MAE STUDENT LOAN TRUST 1996-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae
Student Loan Trust 1996-1, as of December 31, 1997, and for the year then
ended, included in the accompanying report titled Report of Management on
Compliance by Administrator. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
48
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the Sallie Mae Student Loan Trust 1996-1. We are also responsible
for establishing and maintaining effective internal control over compliance
with the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
49
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-2
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-2, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Administrator. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
50
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1996-2. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
51
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-3
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-3, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Administrator. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
52
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1996-3. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
53
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1996-4
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1996-4, as of December 31, 1997, and for the year then ended,
included in the accompanying report titled Report of Management on Compliance
by Administrator. Management is responsible for the Company's compliance with
those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the year then
ended, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
54
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1996-4. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the year then ended.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
55
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-1
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-1, as of December 31, 1997, and for the period March 20, 1997
through December 31, 1997, included in the accompanying report titled Report
of Management on Compliance by Administrator. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period March
20, 1997 through December 31, 1997, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
56
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1997-1. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the period March 20, 1997 through December 31,
1997.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
57
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-2
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-2, as of December 31, 1997, and for the period June 18, 1997
through December 31, 1997, included in the accompanying report titled Report
of Management on Compliance by Administrator. Management is responsible for
the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period June 18,
1997 through December 31, 1997, is fairly stated, in all material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
58
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of the management of the Student Loan
Marketing Association (the "Company"), we are responsible for ensuring
compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4,
2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C,
3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the
Company, Chase Manhattan Bank USA, National Association, Bankers Trust
Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-2. We are also
responsible for establishing and maintaining effective internal control over
compliance with the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the period June 18, 1997 through December 31,
1997.
March 26, 1998
/s/ J. Lance Franke
-------------------------------------
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
59
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-3
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,
2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D
of the Administration Agreement among the Company, Chase Manhattan Bank USA,
National Association, Bankers Trust Company, Sallie Mae Servicing Corporation,
and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student
Loan Trust 1997-3, as of December 31, 1997, and for the period September 11,
1997 through December 31, 1997, included in the accompanying report titled
Report of Management on Compliance by Administrator. Management is responsible
for the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period
September 11, 1997 through December 31, 1997, is fairly stated, in all
material respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
60
REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A,
2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A,
3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase
Manhattan Bank USA, National Association, Bankers Trust Company, Sallie Mae
Servicing Corporation, and the SLM Funding Corporation, (the "Agreement")
pursuant to the SLM Student Loan Trust 1997-3. We are also responsible for
establishing and maintaining effective internal control over compliance with
the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the period September 11, 1997 through December
31, 1997.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
61
March 26, 1998
Student Loan Marketing Association
11600 Sallie Mae Drive
Reston, Virginia 20193
and
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
and
Bankers Trust Company
Four Albany Street
New York, New York 10006
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SLM STUDENT LOAN TRUST 1997-4
We have examined management's assertion that the Student Loan Marketing
Association (the "Company") complied, in all material respects, with the terms
and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.7.A, 2.7.B, 2.8.B.1,
3.1.B, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the
Company, Chase Manhattan Bank USA, National Association, Bankers Trust
Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-4, as of
December 31, 1997, and for the period November 12, 1997 through December 31,
1997, included in the accompanying report titled Report of Management on
Compliance by Administrator. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of the Sections in the
Agreement indicated above as of December 31, 1997, and for the period November
12, 1997 through December 31, 1997, is fairly stated, in all material
respects.
This report is intended solely for your information and should not be
referred to or distributed for any purpose to anyone who is not authorized to
receive such information as specified in the Agreement.
Very truly yours,
/s/ Arthur Andersen LLP
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REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR
I acknowledge that as a member of management of the Student Loan Marketing
Association (the "Company"), we are responsible for ensuring compliance with
the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.7.A, 2.7.B,
2.8.B.1, 3.1.B, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among
the Company, Chase Manhattan Bank USA, National Association, Bankers Trust
Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation,
(the "Agreement") pursuant to the SLM Student Loan Trust 1997-4. We are also
responsible for establishing and maintaining effective internal control over
compliance with the terms and conditions of the Agreements.
We have performed an evaluation of the Company's compliance with the
conditions of the Sections in the Agreement indicated above. Based on the
evaluation, we assert that the Company complied, in all material respects with
the terms and conditions of the Sections of the Agreement indicated above as
of December 31, 1997 and for the period November 12, 1997 through December 31,
1997.
March 26, 1998
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
63