<PAGE>
ERNST & YOUNG (Letterhead)

                                    Independent Auditor's Report on Compliance
                                           SMS Student Loan Trust 2000-A


USA Group Secondary Market Services, Inc.
30 South Meridian Street
Indianapolis, Indiana  46204-3503


         and
Bankers Trust
Four Albany Street
New York, New York  10006


         and
Bank One, National Association
153 West 51st Street, 8th Floor
New York, New York  10019



     We are independent  public  accountants with respect to USA Group Secondary
Market  Services,  Inc.  ("SMS") within the meaning of the Code of  Professional
Ethics of the American Institute of Certified Public Accountants.

     On July 31, 2000, SLM Holding Corporation acquired substantially all of the
assets of USA Group Loan Services,  Inc. and USA Group, Inc., including SMS. SLM
Holding  Corporation  was  subsequently   renamed  USA  Education,   Inc.  ("USA
Education").  In connection  with this  transaction,  USA Education  assumed the
liability and  responsibilities  for all the duties and obligations of USA Group
Loan Services,  Inc. USA Group Loan Services,  Inc. as an entity dissolved as of
August 1, 2000.  References  in this report to Loan  Services are defined as the
servicer functions  performed for its lender clients by USA Group Loan Services,
Inc. for the period  October 1, 1999 through July 31, 2000 and by USA  Education
for the period August 1, 2000 through September 30, 2000.

     We have performed the procedures  enumerated below, which were agreed to by
SMS, the Eligible Lender Trustee,  and the Indenture  Trustee,  solely to assist
you with  respect to SMS's  administration  of the  Student  Loan  Trust  2000-A
receivables  pursuant to sections 2 (c) (i through iii), 2 (d), 2 (e) (i), and 2
(g) of the  Agreement.  This  engagement  to apply  agreed-upon  procedures  was
performed in accordance with standards  established by the American Institute of
Certified  Public  Accountants.  The sufficiency of the procedures is solely the
responsibility  of the specified users of the report.  Consequently,  we make no
representation  regarding the  sufficiency  of the  procedures  described  below
either for the purpose for which this report has been requested or for any other
purpose.

Our procedures and findings were as follows:


1.   We compared the initial deposit to the reserve account  required by section
     2 (e) (i) of the Agreement to the respective  bank  statement,  noting such
     amount to be in agreement.

2.   We obtained the Quarterly  Servicing Report - SMS Student Loan Trust 2000-A
     for the  collection  period January 1, 2000 through March 31, 2000 prepared
     by SMS pursuant to section 2 (d) and 2 (g) of the  Agreement  and performed
     the following:

a.   We compared the January 1, 2000 amounts and percentages reported in segment
     I "Deal  Parameters"  (A)  through  (D)(iv) to the SMS  Student  Loan Trust
     2000-A prospectus, noting agreement. We compared the January 1, 2000 amount
     reported in segment I (D)(v), E(i), and (E)(ii) to bank statements,  noting
     agreement.

b.   We  compared  the  amounts  reported  in segment II "Inputs  from  Previous
     Quarterly  Servicer  Reports" (A) through (O) to the SMS Student Loan Trust
     2000-A  prospectus,  noting  agreement.  We compared the amount reported in
     segment II (P) to bank statements, noting agreement.

c.   We compared the "Interest Period Index Value - 3 Month Libor" percentage in
     segment IV "Interest  Rate  Calculation"  to a quoted  market rate,  noting
     agreement.  We  compared  the  amounts  reported in segment III "Inputs for
     Servicing,  Administrative  and Consolidation  Rebate Fees" (D) through (F)
     and segment IV (D) through (F) and (J) to system  reports  prepared by Loan
     Services,  noting agreement.  We recalculated the amounts in segment IV (G)
     through  (I) and "Net  Expected  Interest  Collections"  and  compared  the
     resulting amounts to those reported, noting agreement.

d.   We compared the amounts  reported in segments V "Servicing Fee Calculation"
     (A) and (D); VI "Cash  Inputs"  (A) and (B);  VII "Other  Servicer  Inputs"
     (A)(ii) through (A)(iv),  (C)(i),  and (C)(ii);  IX "Quarterly Flow of Loan
     Principal"  (A)(i) through (A)(iv),  (B)(ii),  (C)(i),  and (C)(ii);  and X
     "Quarterly  Uninsured  Loss and  Recoveries  Reporting"  (A)(ii) and (B) to
     system reports prepared by Loan Services, noting agreement. We compared the
     amount in segment  VII(A)(i) to the Student  Loan Trust 2000-A  prospectus,
     noting  agreement.  We recalculated  the amounts reported in segment V (C),
     (E), and (F); segment VII (A)(v);  segment IX (A)(vi),  (B)(iv),  (C)(iii),
     (D), and (E); and segment X (A)(i), (A)(iii), (C), and (D) and compared the
     resulting amounts to those reported, noting agreement.

e.   We  compared  the  amounts  reported  in segment  VIII  "Inputs  from Other
     Sources"  (A)  through  (C)  to  bank  statements,   noting  agreement.  We
     recalculated the amount reported in segment VIII (E), (F), (H), and (I) and
     compared the amounts to those reported, noting agreement.

f.   We  recalculated  the amounts and  percentages in the segments  "Summary of
     Quarterly  Cash  Generation and Usage" (A) through (O);  "Distributions  of
     Cash" (A)(i), (A)(iii),  (B)(i), (B)(iii), C(iii), C(v), D(i) and (D)(iii);
     "Reconciliation of Reserve Account" (A), (B), and (E); and  "Reconciliation
     of  Collateral  Reinvestment  Account"  (A),  (B), and (D) through (I); and
     "Additional  Reporting  Requirements"  (A),  (B),  and (D)  through (G) and
     compared the amounts and percentages to that reported, noting agreement.

g.   We compared the amounts in the segments "Reconciliation of Reserve Account"
     (E) and  "Reconciliation  of  Collateral  Reinvestment  Account" (I) to the
     reconciliations  of trust  accounts  performed by SMS pursuant to section 2
     (c) (i through iii) of the  Agreement,  noting  agreement.  We compared the
     bank balances per the reconciliations of trust accounts to bank statements,
     noting agreement.

We were not engaged to, and did not perform an audit of the Quarterly  Servicing
Report - SMS Student  Loan Trust  2000-A,  the  objective  of which would be the
expression of an opinion on the specified elements,  accounts, or items thereof.
Accordingly,  we do not express  such an opinion.  Had we  performed  additional
procedures,  other matters might have come to our attention that would have been
reported to you.

At the request of SMS, we did not perform any tests of Loan Services'  servicing
of the Student Loan Trust 2000-A receivables,  because a separate single auditor
report of Loan  Services'  servicing  systems has been issued for the year ended
September  30, 2000.  Had we performed  additional  procedures or had we made an
examination of Loan Services' servicing of the Student Loan Trust 2000-A,  other
matters may have come to our attention that would have been reported to you.

This report is intended  solely for the use of the specified  users listed above
and should not be used by those who have not agreed to the  procedures and taken
responsibilities for the sufficiency of the procedures for their purposes.
[OBJECT OMITTED]
December 18, 2000