-----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, CSD8mLdcrVTSS4DDRVQfyikHaUy5vGZ39WGkY5WHDfdeIkQYyJeXS56f3ijfKq70 crGEonZgLgSTwFQ2ekF20A== 0001104659-05-014238.txt : 20050331 0001104659-05-014238.hdr.sgml : 20050331 20050331141054 ACCESSION NUMBER: 0001104659-05-014238 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLM Student Loan Trust 2003-1 CENTRAL INDEX KEY: 0001321778 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-97247-06 FILM NUMBER: 05718819 BUSINESS ADDRESS: STREET 1: 11600 SALLIE MAE DRIVE STREET 2: 1ST FLOOR CITY: RESTON STATE: VA ZIP: 20193 BUSINESS PHONE: 703-810-3000 MAIL ADDRESS: STREET 1: 11600 SALLIE MAE DRIVE STREET 2: 1ST FLOOR CITY: RESTON STATE: VA ZIP: 20193 10-K 1 a05-5516_110k.htm 10-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 10-K

(Mark One)

ý

 

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the fiscal year ended December 31, 2004 or

 

 

 

o

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the transition period from                to               

 

SLM FUNDING LLC, as the Depositor
(Exact name of registrant as specified in its charter)

 

SLM Student Loan Trust 2003-1, as the Issuer

 

DELAWARE

 

(333-97247)

 

57-1176559

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. employer Identification No.)

 

12061 Bluemont Way, V3419
RESTON, VA 20190
(Address of principal executive offices)

(703) 984-6419
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 ý No o

Documents are incorporated by reference into this Form 10-K: None.

State the aggregate market value of the voting stock held by non-affiliates of the Registrant: None.

This Annual Report on Form 10-K is filed in reliance upon (i) 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 (ii) the Registrant’s filing letter accompanying the Registrant’s Current Report on Form 8-K filed with the Commission on or about November 6, 1995 in which the Registrant described the manner in which it intended to file such periodic reports.

 



PART I.

Item 2. Properties.

SLM Funding LLC, the successor-in-interest to SLM Funding Corporation, is the depositor for the SLM Student Loan Trust 2003-1. The property of the Trust consists 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 together with rights to receive payments under certain swap transactions.

On an annual basis, the SLM Student Loan Trust 2003-1 is required to provide statements of compliance of its servicers and administrators. The Annual Statements of Compliance for the SLM Student Loan Trust 2003-1 are attached as Exhibit 19.1 hereto. These statements are required by:

                  the Master Administration Agreement, dated as of May 1, 1997, between SLM Funding LLC,as the Depositor, and the Student Loan Marketing Association , as the Administrator, as variously amended or supplemented;

 

                  Adminstration Agreement Supplement dated as of January 31, 2003, among the Depositor, the Administrator, Sallie Mae Servicing L.P., as the Servicer, SLM Student Loan Trust 2003-1, as the Trust, The Bank of New York, as the Indenture Trustee, and Chase Manhattan Bank USA, National Association, as the Eligible Lender Trustee; and

 

                  the Servicing Agreement, dated as of January 31, 2003, among the Servicer, the Trust, the Administrator, the Indenture Trustee and the Eligible Lender Trustee.

Item 3. Legal Proceedings.

Nothing to report.

Item 4. Submission of Matters to a Vote of Security Holders.

Nothing to report.

 

2



PART II.

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

Nothing to report.

Item 7. Other Related Events and Information.

Nothing to report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9B. Other Information.

Nothing to report.

3



PART III.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Nothing to report.

Item 13. Certain Relationships and Related Transactions.

Nothing to report.

 

4



PART IV.

Item 15. 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 of the Administrator and the Servicer

 

 

 

Exhibit 19.2

 

Annual Independent Certified Public Accountant’s Report

 

(b)           Reports on Form 8-K.    The Registrant, on behalf of the SLM Student Loan Trust 2003-1, filed four (4) Current Reports on Form 8-K with the Commission during the period covered by this report. They are:

 

              On March 29, 2004, in connection with the March 15, 2004 Quarterly Distribution Report;

              On June 28, 2004, in connection with the June 15, 2004 Quarterly Distribution Report;

              On September 28, 2004, in connection with the September 15, 2004 Quarterly Distribution Report; and

              On December 29, 2004, in connection with the December 15, 2004 Quarterly Distribution Report.

 

5



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the SLM Student Loan Trust 2003-1 has duly caused this report to be signed, on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 30, 2005

SLM FUNDING LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/  JOHN F. REMONDI

 

 

Name:  John F. Remondi

 

 

Title:    President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ JOHN F. REMONDI

 

President (Principal Executive

 

March 30, 2005

John F. Remondi

 

Officer) and Manager

 

 

 

 

 

 

 

/s/ C.E. ANDREWS

 

Chief Financial Officer (Principal

 

March 30, 2005

C. E. Andrews

 

Financial Officer) and Manager

 

 

 

 

 

 

 

/s/ THOMAS J. FITZPATRICK

 

Manager

 

March 30, 2005

Thomas J. Fitzpatrick

 

 

 

 

 

 

 

 

 

 

 

Independent Manager

 

 

Victor A. Duva

 

 

 

 

 

 

 

 

 

 

 

Independent Manager

 

 

Kennith J. Uva

 

 

 

 

 

 

6



CERTIFICATION

I, John F. Remondi, certify that:

1.     I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of SLM Student Loan Trust 2003-1;

2.     Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

3.     Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;

4.     Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and

5.     The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedures, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

Date: March 30, 2005

 

/s/ JOHN F. REMONDI
John F. Remondi
President
SLM Funding LLC,

as the Depositor of the SLM Student Loan Trust 2003-1

7



CERTIFICATION

I, C. E. Andrews, certify that:

1.     I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of SLM Student Loan Trust 2003-1;

2.     Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

3.     Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;

4.     Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and

5.     The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedures, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

Date: March 30, 2005

 

/s/ C.E. ANDREWS
C.E. Andrews
Chief Financial Officer
SLM Funding LLC,
as the Depositor for SLM Student Loan Trust 2003-1

 

 

8



INDEX TO EXHIBITS

 

Exhibit
Number

 

Exhibit

 

Sequentially
Numbered
Page

 

19.1

 

Annual Statements of Compliance of the Administrator and the Servicer

 

 

 

19.2

 

Annual Independent Certified Public Accountant’s Report

 

 

 

 

 

9


EX-19.1 2 a05-5516_1ex19d1.htm EX-19.1

Exhibit 19.1

 

SLM Student Loan Trust 2003-1

Officer’s Certificate of the Servicer

Annual Statement of Compliance

As of December 31, 2004

 

TO:

Indenture Trustee

Eligible Lender Trustee

 

The Bank of New York

Chase Manhattan Bank USA, National Association

 

One Wall Street

Christiana Center/OPS4, 500 Stanton Christiana Road

 

New York, New York 10286

Newark, Delaware 19713

 

Attn: Corporate Trust-Structured Finance

Attn: Corporate Trust Department

 

 

 

Copy:

The Bank of New York

JP Morgan Chase Bank

 

2 North LaSalle Street Suite 1020

450 West 33rd Street 15th Floor

 

Chicago, Illinois 60602

New York, New York 10001

 

Attn: Corporate Trust-Structured Finance

Attn: Structured Finance Services

 

 

Pursuant to Section 3.2 of the Administration Agreement (the “Agreement”), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 2004 through December 31, 2004 under this Agreement and under the Servicing Agreement dated as of January 31, 2003 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under the Agreement and under the Servicing Agreement throughout such period.

 

 

SALLIE MAE Inc., as Servicer

12061 Bluemont Way

Reston, Virginia 20190

 

 

/s/ Robert A. Crawford

 

Robert A. Crawford, Senior Vice President and Controller

 

 

 

/s/ C. E. Andrews

 

C. E. Andrews, Executive Vice President, Accounting and Risk Management

 

 



 

12061 Bluemont Way

Reston, VA 20190

 

Maricela Marquez

The Bank of New York

2 North LaSalle St

Suite 1020

Chicago, IL 60602

 

John Cashin

Chase Manhattan Bank USA, NA

500 Stanton Christiana Rd, 3rd Floor/OPS4

Newark, DE 19713

 

SLM TRUST 2002-5

SLM TRUST 2003-5

SLM TRUST 2003-14

SLM TRUST 2002-6

SLM TRUST 2003-6

SLM TRUST 2004-1

SLM TRUST 2002-7

SLM TRUST 2003-7

SLM TRUST 2004-2

SLM TRUST 2002-8

SLM TRUST 2003-8

SLM TRUST 2004-3

SLM TRUST 2003-1

SLM TRUST 2003-9

 

SLM TRUST 2003-2

SLM TRUST 2004-1

 

SLM TRUST 2003-3

SLM TRUST 2004-2

 

SLM TRUST 2003-4

SLM TRUST 2004-3

 

 

Pursuant to Section 3.2 of the Administration Agreement (the “Agreement”), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 2004 through December 31, 2004 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period.

 

 

/s/ Gregory A. Swartz

 

/s/ J. Lance Franke

 

Gregory A. Swartz, Managing Director,

J. Lance Franke, Sr. Vice President

Corporate Finance Operations

Corporate Finance

Sallie Mae, Inc.

Sallie Mae, Inc.

 

cc:

Chase Manhattan Bank USA, N.A.

 

Eligible Lender Trustee

 


 

EX-19.2 3 a05-5516_1ex19d2.htm EX-19.2

Exhibit 19.2

 

March 25, 2005

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan Bank USA, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Bank of New York

2 North LaSalle St., Suite 1020

Chicago IL, 60602

 

Report of Independent Accountants

 

Sallie Mae Student Loan Trust 2003-1

 

We have examined management’s assertion included in the accompanying report titled Report of Management on Compliance by Administrator, that Sallie Mae, Inc., as the assignee of 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 USA, National Association, Bank of New York and Sallie Mae, Inc., as Servicer, and as the successor-in-interest to Sallie Mae Servicing Corporation, (the “Agreement”) pursuant to the Sallie Mae Student Loan Trust 2003-1, for the period January 1, 2004 through December 31, 2004.  The Company’s management is responsible for the assertion.  Our responsibility is to express an opinion on the assertion based on our examination.

 

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence supporting management’s assertion and performing such other procedures as we considered necessary in the circumstances.  We believe that our examination provides a reasonable basis for our opinion.

 



 

In our opinion, management’s assertion that the Company complied with the aforementioned requirements during the period January 1, 2004 through December 31, 2004 is fairly stated, in all material respects.

 

This report is intended solely for the information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bank of New York and is not intended to be and should not be used by anyone other than these specified parties.

 

Very truly yours,

 

/s/ PRICEWATERHOUSECOOPERS LLP

 

McLean, Virginia

 

 



 

Report of Management on Compliance by Administrator

 

I acknowledge that as a member of management of Sallie Mae, Inc., as the assignee 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 USA, National Association, Bank of New York and Sallie Mae, Inc., as Servicer, and as the successor-in-interest to Sallie Mae Servicing Corporation, (the “Agreement”) pursuant to the Sallie Mae Student Loan Trust 2003-1.  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 in the Agreement indicated above for the period January 1, 2004 through December 31, 2004.

 

March 25, 2005

 

 

/s/ J. LANCE FRANKE

 

 

J. Lance Franke

Senior Vice President, Corporate Finance

 



 

March 25, 2005

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan Bank USA, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Bank of New York

2 North LaSalle St., Suite 1020

Chicago, IL 60602

 

Report of Independent Accountants

 

Sallie Mae Student Loan Trust 2003-1

 

We have examined management’s assertion, included in the accompanying report titled Report of Management on Compliance by Servicer, that Sallie Mae, Inc., as the successor-in-interest to Sallie Mae Servicing Corporation, (the “Company”) complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1A, 3.2, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bank of New York, and Sallie Mae, Inc., as Administrator, and as the assignee of the Student Loan Marketing Association (the “Agreement”) pursuant to the Sallie Mae Student Loan Trust 2003-1, for the period January 1, 2004 through December 31, 2004.  The Company’s management is responsible for the assertion.  Our responsibility is to express an opinion on the assertion based on our examination.

 

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence supporting management’s assertion 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 specified requirements.

 

In our opinion, management’s assertion that the Company complied with the aforementioned requirements during the period January 1, 2004 through December 31, 2004 is fairly stated, in all material respects.

 

This report is intended solely for the information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bank of New York and is not intended to be and should not be used by anyone other than these specified parties.

 

Very truly yours,

 

/s/ PRICEWATERHOUSECOOPERS LLP

 

McLean, Virginia

 

 



 

Report of Management on Compliance by Servicer

 

I acknowledge that as a member of management of Sallie Mae, Inc., as the successor-in-interest to 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bank of New York, and the Sallie Mae Inc., as Administrator, and as the assignee of the Student Loan Marketing Association (the “Agreement”) pursuant to Sallie Mae Student Loan Trust 2003-1.  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 Agreement.

 

On an ongoing basis we evaluate the Company’s compliance with the terms and conditions of the Sections in 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 in the Agreement indicated above for the period January 1, 2004 through December 31, 2004.

 

March 25, 2005

 

 

/s/ ROBERT C. BALLARD

 

Robert C. Ballard

Senior Vice President, Servicing

 


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