X0202 3 2004-07-15 0 0001286686 COLLEGIATE FUNDING SERVICES INC CFSI 0001277187 LIGHTYEAR FUND GP LLC COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 0 1 0 0001277195 MARRON & ASSOCIATES LLC COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 0 1 0 0001026921 MARRON DONALD B COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 1 0 1 0 0001277178 LIGHTYEAR FUND LLP COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 0 1 0 0001277179 LIGHTYEAR CO INVEST PARTNERSHIP LP COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 0 1 0 Class A Common Stock 10678463 I See footnotes. Class A Common Stock 52321 I See footnotes. The Lightyear Fund, L.P. ("The Lightyear Fund") directly owns 10,678,463 shares of Class A Common Stock. Immediately prior to consummation of the initial public offering of the issuer?s common stock (the "Offering"), the issuer will convert all shares of Class A Common Stock and Class B Common Stock into a single class of common stock and complete a 1.430099-for-one stock split, at which time The Lightyear Fund will directly own 15,271,259 shares of Common Stock. As the sole general partner of The Lightyear Fund, Lightyear Fund G.P., LLC ("Lightyear Fund GP") may also be deemed to be the beneficial owner of such securities. As the managing member of Lightyear Fund GP, Marron & Associates, LLC ("Marron & Associates") may also be deemed to be the beneficial owner of such securities. As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such securities. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Class A Common Stock covered by this Statement. Each of Lightyear Fund GP, Marron & Associates and Mr. Donald B. Marron disclaims beneficial ownership of the Class A Common Stock held by The Lightyear Fund and Co-Invest, except to the extent of its or his pecuniary interest in such shares of Class A Common Stock. Lightyear Co-Invest Partnership, L.P. ("Co-Invest") directly owns 52,321 shares of Class A Common Stock. Immediately prior to consummation of the Offering, the issuer will convert all shares of Class A Common Stock and Class B Common Stock into a single class of common stock and complete a 1.430099-for-one stock split, at which time Co-Invest will directly own 74,824 shares of Common Stock. As the sole general partner of Co-Invest, Lightyear Fund GP may also be deemed to be the beneficial owner of such securities. As the managing member of Lightyear Fund GP, Marron & Associates may also be deemed to be the beneficial owner of such securities. As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such securities. (continued in next footnote) (continued from previous footnote) Because such controlling persons also control the Lightyear Fund, Co-Invest may be deemed to be a member of a "group" (as defined under Rule 13d-5(b)(4) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) together with the Lightyear Fund and, accordingly, deemed to be a 10% "beneficial owner" within the meaning of Rule 16a-1(a)(1) under the Exchange Act. /s/ Charles J. Payne, attorney-in-fact 2004-07-15