-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ArBZg9rEBrzq4QTardqSu1IPhPovAxxpryZYypUJGHXOi49dEWCC9iAQeuQhjIWZ jI0vjh6mZQQ4UspODJ7qQA== 0000950133-97-001311.txt : 19970414 0000950133-97-001311.hdr.sgml : 19970414 ACCESSION NUMBER: 0000950133-97-001311 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970411 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLM FUNDING CORP CENTRAL INDEX KEY: 0000949114 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 232815650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-95474 FILM NUMBER: 97578468 BUSINESS ADDRESS: STREET 1: 777 TWIN CREEK DR CITY: KILLEEN STATE: TX ZIP: 76543 BUSINESS PHONE: 2023338000 MAIL ADDRESS: STREET 1: 1050 THOMAS JEFFERSON ST NW CITY: WASHINGTON STATE: DC ZIP: 20007 FORMER COMPANY: FORMER CONFORMED NAME: SALLIE MAE FUNDING CORP DATE OF NAME CHANGE: 19950808 10-K 1 SLM FUNDING CORPORATION FORM 10-K. 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) [x] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee required) For the fiscal year ended December 31, 1996 or ------------------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from to ------------------- ------------------ Commission file numbers 33-95474, 333-2502 ------------------------------------------------- SLM FUNDING CORPORATION* - ----------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) (*formerly known as Sallie Mae Funding Corporation) (originator of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student Loan Trust 1996-3, and the SLM Student Loan Trust 1996-4) Delaware 23-2815650 - ------------------------------------------- ------------------------------- (State of Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 777 Twin Creek Drive Killeen, Texas 76543 - ------------------------------------------- ------------------------------- (Address of Principal Executive Offices) (Zip Code) (817) 554 4500 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------------- ---------- No documents are incorporated by reference into this Form 10-K. State the aggregate market value of the voting stock held by non-affiliates of the Registrant: None. Page 1 of 8 Exhibit Index appears on Page 8 2 This Annual Report on Form 10-K is filed in reliance upon (1) certain no-action letters issued by the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission stating that the Division will not object if periodic reports filed by the registrant pursuant to Sections 13 and 15(d) of the Securities and Exchange Act of 1934 are filed in the manner set forth in such letters and the requests for such letters and (2) the Registrant's filing letter accompanying the Registrant's Current Reports on Form 8-K filed with the Commission on or about January 26, 1996, March 12, 1996, April 25, 1996, July 31, 1996 and October 29, 1996 in which the Registrant described the manner in which it intended to file such periodic reports. PART I. ITEM 2. PROPERTIES The property of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student Loan Trust 1996-3 and the SLM Student Loan Trust 1996-4 (collectively, the "Trusts") consist solely of pools of education loans to students and parents of students made under the Federal Family Education Loan Program, all funds collected in respect thereof and monies on deposit in certain trust accounts. For more information regarding the property of the Trusts, see the Annual Statements of Compliance (the "Annual Statements of Compliance") required by Section 3.2 of the Administration Agreements (the "Administration Agreements"), dated as of October 26, 1995, March 6, 1996, April 26, 1996, July 9, 1996 and October 3, 1996, by and among the respective Trusts, the Student Loan Marketing Association (the "Administrator"), Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Trustee (the "Eligible Lender Trustee"), Sallie Mae Servicing Corporation (the "Servicer"), SLM Funding Corporation (the "Registrant") and Bankers Trust Company, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee"), attached as Exhibit 19.1 hereto. ITEM 3. LEGAL PROCEEDINGS. The Registrant knows of no material pending legal proceedings involving the Registrant or its property. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS Nothing to report. Page 2 of 8 Exhibit Index appears on Page 8 3 PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At December 31, 1996, the Registrant was a beneficial owner of the Trusts' Floating Rate Student Loan-Backed Certificates ("Certificates"), and there was one (1) registered holder of the Certificates, CEDE & Co., as nominee of The Depository Trust Company ("DTC"). There were seventeen (17) persons registered on the books of DTC as record owners of Certificates. There is no established trading market for the Certificates. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Nothing to report. PART III. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. At December 31, 1996, the Certificates held by the Registrant were registered in the name of CEDE and Co., as nominee of DTC. The books of DTC indicate that nineteen (19) participant institutions are the record owners of more than 5% of the Certificates. - --------------------------------------------------------------------------- (1) (2) (3) (4) Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ---------------------------------------------------------------------------
SALLIE MAE STUDENT LOAN TRUST 1995-1 CUSIP 795452AC5 $35,000,000 Floating Rate Chase Manhattan Bank $14,650,000 principal 41.86% Student Loan- One Chase Manhattan Plaza amount of certificates Backed Certificates 3B-Proxy Dept New York, NY 10081 Floating Rate SSB-Custodian $18,500,000 principal 52.86% Student Loan- c/o ADP Proxy Services amount of certificates Backed Certificates 51 Mercedes Way Edgewood, NY 11717
Page 3 of 8 4 SALLIE MAE STUDENT LOAN TRUST 1996-1 CUSIP 795452AF8 $52,500,000 Floating Rate Chase Manhattan Bank $25,000,000 principal 47.62% Student Loan- One Chase Manhattan Plaza amount of certificates Backed Certificates 3B-Proxy Dept New York, NY 10081 Floating Rate Chase/Chemical Bank $25,000,000 principal 47.62% Student Loan- Auto Settle Dept amount of certificates Backed Certificates 4 New York Plaza 4th Floor New York, NY 10004
SLM STUDENT LOAN TRUST 1996-2 CUSIP 78442GAC0 $53,030,000 Floating Rate Bank of New York $3,000,000 principal 5.66% Student Loan- 925 Patterson Plank Rd amount of certificates Backed Certificates Secaucus, NJ 07094 Floating Rate Boston Safe Deposit & Trust Co $23,000,000 principal 43.37% Student Loan- c/o ADP Proxy Services amount of certificates Backed Certificates 51 Mercedes Way Edgewood, NY 11717 Floating Rate Chase/Chemical Bank $21,499,000 principal 40.54% Student Loan- Auto Settle Dept amount of certificates Backed Certificates 4 New York Plaza 4th Floor New York, NY 10004 Floating Rate Citibank, N.A. $5,000,000 principal 9.43% Student Loan- 111 Wall Street amount of certificates Backed Certificates 20th Floor, Zone 9 New York, NY 10043
SLM STUDENT LOAN TRUST 1996-3 CUSIP 78442GAF3 $52,750,000 Floating Rate Boston Safe Deposit & Trust Co $12,000,000 principal 22.75% Student Loan- c/o ADP Proxy Services amount of certificates Backed Certificates 51 Mercedes Way Edgewood, NY 11717 Floating Rate Chase/Chemical Bank $19,000,000 principal 36.02% Student Loan- Auto Settle Dept amount of certificates Backed Certificates 4 New York Plaza 4th Floor New York, NY 10004
Page 4 of 8 5 Floating Rate Citibank, N.A. $5,000,000 principal 9.48% Student Loan- 111 Wall Street amount of certificates Backed Certificates 20th Floor, Zone 9 New York, NY 10043 Floating Rate Huntington National Bank $5,500,000 principal 10.43% Student Loan- 41 South High Street, 10th Fl amount of certificates Backed Certificates Columbus, OH 43287 Floating Rate NBD Bank, N.A. $3,000,000 principal 5.69% Student Loan- 611 Woodward Ave amount of certificates Backed Certificates Detroit, MI 48226 Floating Rate SSB-Custodian $3,000,000 principal 5.69% Student Loan- c/o ADP Proxy Services amount of certificates Backed Certificates 51 Mercedes Way Edgewood, NY 11717
SLM STUDENT LOAN TRUST 1996-4 CUSIP 78442GAJ5 $52,700,000 Floating Rate Boston Safe Deposit & Trust Co $8,000,000 principal 15.18% Student Loan- c/o ADP Proxy Services amount of certificates Backed Certificates 51 Mercedes Way Edgewood, NY 11717 Floating Rate Chase/Chemical Bank $10,000,000 principal 18.98% Student Loan- Auto Settle Dept amount of certificates Backed Certificates 4 New York Plaza 4th Floor New York, NY 10004 Floating Rate Citibank, N.A. $4,000,000 principal 7.60% Student Loan- 111 Wall Street amount of certificates Backed Certificates 20th Floor, Zone 9 New York, NY 10043 Floating Rate Custodial Trust Company $14,300,000 principal 27.13% Student Loan- 101 Carnegie Center amount of certificates Backed Certificates Princeton, NJ 08540 Floating Rate NBD Bank, N.A. $9,473,000 principal 17.97% Student Loan- 611 Woodward Ave amount of certificates Backed Certificates Detroit, MI 48226
Page 5 of 8 6 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Nothing to Report. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Exhibits. The following documents are filed as part of this Annual Report on Form 10-K:
Designation Description ----------- ----------- Exhibit 19.1 Annual Statements of Compliance Exhibit 19.2 Annual Independent Certified Public Accountant's Report
(b) Reports on Form 8-K. Current Reports on Form 8-K filed with the Commission on or about January 26, 1996, March 12, 1996, April 25, 1996, July 31, 1996 and October 31, 1996. Page 6 of 8 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 10, 1997 SLM FUNDING CORPORATION By: /s/ Denise B. McGlone ---------------------------- Name: Denise B. McGlone Title: President and Director Page 7 of 8 8 INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page - ------ ------- ------------ 19.1 Annual Statements of Compliance 19.2 Annual Independent Certified Public Accountant's Report
Page 8 of 8 EX-19.1 2 STATEMENTS OF COMPLIANCE. 1 Exhibit 19.1 2 Report of Management on Compliance by Administrator We, as members of management of Student Loan Marketing Association (the "Company"), are responsible for complying with the terms and conditions of Sections 2.3A.1, 2.3.A.2, 2.4, 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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (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 these terms and conditions. We have performed an evaluation of the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this 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, 1996 and for the year then ended. March 21, 1997 /s/ Robert R. Levine - ----------------------------------- Robert R. Levine Vice President and Treasurer /s/ Mark G. Overend - ----------------------------------- Mark G. Overend Vice President and Controller 3 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, 3.5.A, 3.6, 3.10, and 3.15 of the Servicing Agreement (including activities of the subservicer from the period January 1, 1996 through January 25, 1996) 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, including activities of the subservicer from the period January 1, 1996 through January 25, 1996, 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, 1996 and for the year then ended. March 21, 1997 /s/ John F. Wallerstedt - ----------------------------------- John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation 4 Report of Management on Compliance by Administrator We, as members of management of Student Loan Marketing Association (the "Company"), are responsible for complying with the terms and conditions of Sections 2.3A.1, 2.3.A.2, 2.4, 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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (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 these terms and conditions. We have performed an evaluation of the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this 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, 1996 and for the period March 6, 1996 through December 31, 1996. March 21, 1997 /s/ Robert R. Levine - ----------------------------------- Robert R. Levine Vice President and Treasurer /s/ Mark G. Overend - ----------------------------------- Mark G. Overend Vice President and Controller 5 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, 3.5.A, 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, 1996 and for the period March 6, 1996 through December 31, 1996. March 21, 1997 /s/ John F. Wallerstedt - ------------------------------------- John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation 6 Report of Management on Compliance by Administrator We, as members of management of Student Loan Marketing Association (the "Company"), are responsible for complying with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (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 these terms and conditions. We have performed an evaluation of the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this 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, 1996 and for the period April 26, 1996 through December 31, 1996. March 21, 1997 /s/ Robert R. Levine - ------------------------------------- Robert R. Levine Vice President and Treasurer /s/ Mark G. Overend - ------------------------------------- Mark G. Overend Vice President and Controller 7 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, 3.5.A, 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, 1996 and for the period April 26, 1996 through December 31, 1996. March 21, 1997 /s/ John F. Wallerstedt - -------------------------------------- John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation 8 Report of Management on Compliance by Administrator We, as members of management of Student Loan Marketing Association (the "Company"), are responsible for complying with the terms and conditions of Sections 2.3A.1, 2.3.A.2, 2.4, 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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (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 these terms and conditions. We have performed an evaluation of the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this 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, 1996 and for the period July 9, 1996 through December 31, 1996. March 21, 1997 /s/ Robert R. Levine - -------------------------------------- Robert R. Levine Vice President and Treasurer /s/ Mark G. Overend - -------------------------------------- Mark G. Overend Vice President and Controller 9 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, 3.5.A, 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, 1996 and for the period July 9, 1996 through December 31, 1996. March 21, 1997 /s/ John F. Wallerstedt - -------------------------------------- John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation 10 Report of Management on Compliance by Administrator We, as members of management of Student Loan Marketing Association (the "Company"), are responsible for complying with the terms and conditions of Sections 2.3A. 1, 2.3.A.2, 2.4, 2.7. B, 2.8.B.1, 3.l.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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4. We are also responsible for establishing and maintaining effective internal control over compliance conditions. We have performed an evaluation of the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this 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, 1996 and for the period October 3, 1996 through December 31, 1996. March 21, 1997 /s/ Robert R. Levine - -------------------------------------- Robert R. Levine Vice President and Treasurer /s/ Mark G. Overend - -------------------------------------- Mark G. Overend Vice President and Controller 11 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, 3.5.A, 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, 1996 and for the period October 3, 1996 through December 31, 1996. March 21, 1997 /s/ John F. Wallerstedt - -------------------------------------- John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation EX-19.2 3 ACCOUNTANT'S REPORT. 1 Exhibit 19.2 2 Independent Accountants' Report Student Loan Marketing Association 1050 Thomas Jefferson Street, N.W. Washington, D.C. 20007 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 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, 2.7.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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1, as of December 31, 1996 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. 3 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, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 4 Independent Accountants' Report Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, VA 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 Sallie Mae Student Loan Trust 1995-1 We have examined management's assertion that the 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, 3.5.A, 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, 1996 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. 5 In our opinion, management's assertion that the Company compiled, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above, as of December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 6 Independent Accountants' Report Student Loan Marketing Association 1050 Thomas Jefferson Street, N.W. Washington, D.C. 20007 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 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, 2.7.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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1, as of December 31, 1996 and for the period March 6, 1996 through December 31, 1996, 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. 7 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, 1996, and for the period March 6, 1996 through December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 8 Independent Accountants' Report Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, VA 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 Sallie Mae Student Loan Trust 1996-1 We have examined management's assertion that the 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, 1996 and for the period March 6, 1996 through December 31, 1996, 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. 9 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, 1996, and for the period March 6, 1996 through December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 10 Independent Accountants' Report Student Loan Marketing Association 1050 Thomas Jefferson Street, N.W. Washington, D.C. 20007 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 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, 2.7.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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2, as of December 31, 1996 and for the period April 26, 1996 through December 31, 1996, 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. 11 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, 1996, and for the period April 26, 1996 through December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 12 Independent Accountants' Report Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, VA 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 SLM Student Loan Trust 1996-2 We have examined management's assertion that the 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, 3.5.A, 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, 1996 and for the period April 26, 1996 through December 31, 1996, 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. 13 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, 1996, and for the period April 26, 1996 through December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 14 Independent Accountants' Report Student Loan Marketing Association 1050 Thomas Jefferson Street, N.W. Washington, D.C. 20007 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 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 2.3A.1, 2.3.A.2, 2.4, 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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3, as of December 31, 1996 and for the period July 9, 1996 through December 31, 1996, 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. 15 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, 1996, and for the period July 9, 1996 through December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 16 Independent Accountants' Report Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, VA 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 SLM Student Loan Trust 1996-3 We have examined management's assertion that the 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, 3.5.A, 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, 1996 and for the period July 9, 1996 through December 31, 1996, 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. 17 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, 1996, and for the period July 9, 1996 through December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 18 Independent Accountants' Report Student Loan Marketing Association 1050 Thomas Jefferson Street, N.W. Washington, D.C. 20007 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 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, 2.7.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, a wholly owned subsidiary of the Company, and SLM Funding Corporation, a wholly owned subsidiary of the Company, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4, as of December 31, 1996 and for the period October 3, 1996 through December 31, 1996 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. 19 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, 1996, and for the period October 3, 1996 through December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 20 Independent Accountants' Report Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, VA 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 SLM Student Loan Trust 1996-4 We have examined management's assertion that the 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, 3.5.A, 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, 1996 and for the period October 3, 1996 through December 31, 1996, included in the accompanying report titled Report of Management 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. 21 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, 1996, and for the period October 3, 1996 through December 31, 1996, 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. /s/ Ernst & Young LLP March 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----