|   | Exhibit 33.2 |
|--------|--------------|

 

 

**Management’s Assessment of Compliance with Regulation AB Servicing Criteria**

The Board of Directors

Nelnet, Inc.:

Management of Nelnet, Inc. (the Company) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of publicly issued student loan-backed securities issued on or after January 1, 2006, for which the Company acted as a servicer for student loans (the Platform) as of and            for the year ended December 31, 2009. Appendix A identifies the individual asset-backed transactions and securities defined by management as constituting the Platform.

The Company’s management has assessed the Company’s compliance with the applicable servicing criteria as of and for the year ended December 31, 2009. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

Based on such assessment, management believes that, as of and for the year ended December 31, 2009, the Company has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission, except for servicing criteria 1122(d)(1)(i), 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(iv),            1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(iii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv), and 1122(d)(4)(xv) which the Company has determined are not applicable to the activities the Company performs with respect to the Platform. 

With respect to servicing criteria 1122(d)(2)(i), management has engaged a vendor to perform the activities required by this servicing criteria. The Company’s management has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company’s management has elected to take responsibility for assessing compliance with            servicing criteria applicable to this vendor as permitted by Interpretation 17.06 of the SEC division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). Management has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criteria applicable to this vendor. The Company’s management is solely responsible for            determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria.

 

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2009.

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|  

March 31, 2010

 

 

  |  

Nelnet, Inc.

 

 

 

 

/s/ TERRY J HEIMES |
|                                           | Terry J. Heimes, CFO

Nelnet, Inc.                                       |
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                **Appendix A**

 

 

Nelnet Student Loan Trust 2006-01

 

Nelnet Student Loan Trust 2006-02

 

Nelnet Student Loan Trust 2006-03

 

Nelnet Student Loan Trust 2007-01

 

Nelnet Student Loan Trust 2008-01

 

Nelnet Student Loan Trust 2008-02

 

Nelnet Student Loan Trust 2008-03

 

Nelnet Student Loan Trust 2008-04

 

Nelnet Student Loan Trust 2009-02