EXHIBIT 19.2
March 1, 1999
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, as of
December 31, 1998, 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.
35
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, 1998, 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
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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
37
March 1, 1999
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, as of
December 31, 1998, 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
38
above as of December 31, 1998, 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
39
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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
40
March 1, 1999
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, as of December
31, 1998, 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
41
above as of December 31, 1998, 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
42
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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
March 1, 1999
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, as of December
31, 1998, 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
44
above as of December 31, 1998, 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
45
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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
March 1, 1999
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, as of December
31, 1998, 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
47
above as of December 31, 1998, 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 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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
March 1, 1999
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, as of
December 31, 1998, 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
50
above as of December 31, 1998, 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
51
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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
March 1, 1999
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, as of December
31, 1998, 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
53
above as of December 31, 1998, 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 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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
March 1, 1999
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, as of December
31, 1998, 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
56
above as of December 31, 1998, 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
57
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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
March 1, 1999
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, as of December 31,
1998, 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
59
above as of December 31, 1998, 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
60
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 as of December 31, 1998, and for the year then ended.
March 1, 1999
/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
March 1, 1999
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, as of December
31, 1998, and for the period March 19, 1998 through December 31, 1998, 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
above as of December 31, 1998, and for the period March 19, 1998 through
December 31, 1998, 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
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 as of December 31, 1998, and for the period March 19,
1998 through December 31, 1998.
March 1, 1999
/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
March 1, 1999
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, as of December
31, 1998, and for the period June 18, 1998 through December 31, 1998, 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, 1998, and for the period June 18,
1998 through December 31, 1998, is fairly stated, in all material respects.
65
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
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 as of December 31, 1998, and for the period June 18,
1998 through December 31, 1998.
March 1, 1999
/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
March 1, 1999
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, as of December 31, 1998, 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, 1998, and for the year then ended,
is fairly stated, in all material respects.
68
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
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 as of December 31,
1998 and for the year then ended.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
70
March 1, 1999
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, as of December 31, 1998, 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.
71
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, 1998, 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
72
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 as of December 31,
1998 and for the year then ended.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
73
March 1, 1999
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, as
of December 31, 1998, 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.
74
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, 1998, 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
75
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 as of December 31,
1998 and for the year then ended.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
76
March 1, 1999
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, as
of December 31, 1998, 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.
77
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, 1998, 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
78
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 as of December 31,
1998 and for the year then ended.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
79
March 1, 1999
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, as
of December 31, 1998, 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.
80
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, 1998, 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
81
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 as of December 31,
1998 and for the year then ended.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
82
March 1, 1999
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, as
of December 31, 1998, 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.
83
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, 1998, 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
84
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 as of December 31,
1998 and for the year then ended.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
85
March 1, 1999
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, as
of December 31, 1998, 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.
86
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, 1998, 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
87
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 as of December 31,
1998 and for the year then ended..
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
88
March 1, 1999
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, as
of December 31, 1998, 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.
89
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, 1998, 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
90
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 as of December 31,
1998 and for the year then ended.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
91
March 1, 1999
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, as
of December 31, 1998, 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.
92
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, 1998, 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
93
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 as of December 31,
1998 and for the year then ended.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
94
March 1, 1999
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, as
of December 31, 1998, and for the period March 19, 1998 through December 31,
1998, 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
95
above as of December 31, 1998, and for the period March 19, 1998 through
December 31, 1998, 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
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 as of December 31,
1998 and for the period March 19, 1998 through December 31, 1998.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
97
March 1, 1999
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, as of December 31, 1998, and for the period June 18, 1998 through
December 31, 1998, 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
98
above as of December 31, 1998, and for the period June 18, 1998 through December
31, 1998, 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
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 as of December 31,
1998 and for the period June 18, 1998 through December 31, 1998.
March 1, 1999
/s/ J. Lance Franke
J. Lance Franke
Authorized Agent
Student Loan Marketing Association
100