NEW ISSUE AND REFUNDING ISSUE Rating: Moody's: AaaBOOK-ENTRY ONLY S&P: AAA

(See "Bond Ratings" herein)

In the opinion of Bond Counsel, based upon existing laws, regulations, rulings and court decisions and assuming compliance withcertain covenants, interest on the Series 2010 Bonds is excluded from gross income for federal income tax purposes and is not a specificpreference item for purposes of the federal individual and corporate alternative minimum taxes. Such interest, however, is taken into account indetermining "adjusted current earnings" in computing the federal alternative minimum taxes imposed on certain corporations. Interest on theSeries 2010 Bonds is also excluded from income for State of Iowa income tax purposes. Bond Counsel expresses no opinion regarding any otherfederal, state or local tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2010 Bonds.See "TAX MATTERS" herein.

$58,905,000Iowa Higher Education Loan Authority

Private College Facility Revenue and Refunding Bonds(Grinnell College Project)

Series 2010

Dated: Date of Delivery Due: December 1, as shown on inside front cover

The Iowa Higher Education Loan Authority, Private College Facility Revenue and Refunding Bonds (Grinnell College Project), Series2010 (the "Series 2010 Bonds") are issuable only as fully registered bonds and, when issued, will be registered in the name of "Cede & Co.", asregistered owner and nominee for The Depository Trust Company ("DTC"), as securities depository for the Series 2010 Bonds. Purchases bybeneficial owners are to be made in book-entry only form in the principal amount of $5,000 or any integral multiple thereof. Beneficial ownerswill not receive certificates evidencing their interest in the Series 2010 Bonds. See "The Series 2010 Bonds - Book-Entry Only System". Intereston the Series 2010 Bonds is payable semiannually on June 1 and December 1 commencing on June 1, 2010, based on a 30/360 method, at therates set forth below, by check or draft mailed to the registered owner, or by wire transfer in certain circumstances. So long as DTC or itsnominee is the registered owner, such payments will be made directly to such registered owner, and disbursal of such payments to the beneficialowners is the responsibility of DTC participants as more fully described herein. Principal of, redemption premium, if any, and interest on theSeries 2010 Bonds is payable at the designated office of Wells Fargo Bank, National Association, Des Moines, Iowa, as trustee for the Series2010 Bonds (the "Trustee") under an Indenture of Trust dated as of March 1, 2010, between the Iowa Higher Education Loan Authority (the"Issuer") and the Trustee.

The Series 2010 Bonds are not subject to optional redemption, but are subject to special optional, and mandatory redemption prior tomaturity as more fully described herein.

The Series 2010 Bonds are being issued by the Issuer, a body politic and corporate and a public instrumentality of the State of Iowa(the "State") for the purpose of making a loan to The Trustees of Grinnell College (the "College") to provide funds (i) to advance refund theIssuer=s Private College Facility Variable Rate Demand Revenue Bonds (Grinnell College Project), Series 2001 (the "Series 2001 Bonds"), (ii) tofinance a portion of the costs of constructing and equipping certain athletic facilities on the campus of the College, including a new field housewith indoor track facilities, tennis courts, an indoor swimming pool and other athletic facilities (the "Project"); and (iii) to pay costs of issuance ofthe Series 2010 Bonds. The Issuer will enter into a Loan Agreement with the College dated as of March 1, 2010 (the "Loan Agreement")pursuant to which the Issuer will loan to the College the proceeds of the Series 2010 Bonds.

The Series 2010 Bonds are special, limited obligations of the Issuer payable solely from amounts payable under the LoanAgreement and funds held by the Trustee for the benefit of Bondholders. The Series 2010 Bonds do not represent or constitute a debt orindebtedness of the State or any other political subdivision thereof or a pledge of the faith and credit of the State or any other politicalsubdivision thereof. The owners of the Series 2010 Bonds shall have no right to have taxes levied by the State or any politicalsubdivision thereof for the payment of amounts due on the Series 2010 Bonds. The Issuer has no taxing powers. Neither the Issuer norany persons executing the Series 2010 Bonds shall be liable personally on the Series 2010 Bonds or subject to any personal liability oraccountability by reason of the issuance thereof.

The Series 2010 Bonds are subject to a certain risk factors. See the caption "BONDOWNER=S RISKS" herein.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT ASUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATIONESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

The Series 2010 Bonds are offered when, as and if issued by the Issuer and accepted by the Underwriter subject to approval of validityand enforceability by Ahlers & Cooney, P.C., Des Moines, Iowa, as bond counsel, and certain other conditions. Certain legal matters will bepassed upon for the College by Nyemaster, Goode, West, Hansell & O'Brien, P.C., Des Moines, Iowa and for the Underwriter by Murray BarnesFinister LLP, Atlanta, Georgia. It is expected that the Series 2010 Bonds will be available for delivery through The Depository Trust Company inNew York, New York on or about March 9, 2010.

The date of this Official Statement is February 24, 2010

iMATURITY SCHEDULES

Series 2010 Bonds

Maturity Principal(December 1 Amount Rate Yield Price Cusip No.

2011 $2,950,000 4.000% .60% 105.834% 462460 G672011 2,950,000 5.000 .60 107.550 462460 H822012 2,950,000 4.000 .92 108.277 462460 G752012 2,950,000 5.000 .92 110.964 462460 J562013 5,900,000 4.000 1.17 110.291 462460 G832014 550,000 2.000 1.53 102.134 462460 G912014 5,350,000 4.000 1.53 111.222 462460 H902015 1,500,000 2.375 1.96 102.236 462460 H252015 4,400,000 5.000 1.96 116.391 462460 J232016 2,950,000 2.750 2.32 102.662 462460 H332016 2,950,000 4.000 2.32 110.406 462460 J312017 2,950,000 4.000 2.58 109.888 462460 H412017 2,950,000 5.000 2.58 116.852 462460 J492018 5,900,000 5.000 2.84 116.589 462460 H582019 5,900,000 5.000 3.00 116.761 462460 H662020 5,805,000 5.000 3.08 117.422 462460 H74

iiNo dealer, broker, salesman, or other person has been authorized to give any information or to make any

representations, other than the information or representations contained in this Official Statement, in connectionwith the offering of the Series 2010 Bonds, and, if given or made, such information or representations must not berelied upon as having been authorized by the Issuer, the College or the Underwriter. Statements contained in thisOfficial Statement which involve estimates, forecasts, or matters of opinion, whether or not expressly so describedherein, are intended solely as such and are not to be construed as a representation of fact. The information andexpressions of opinion contained in this Official Statement are subject to change without notice, and neither thedelivery of this Official Statement nor any sale hereunder shall, under the circumstances, create any implication thatthere has been no change in the affairs of the Issuer, the College or others since the date hereof. The informationcontained in this Official Statement has been obtained from the Issuer, the College and other sources which aredeemed to be reliable.

The Underwriter has provided the following sentence for inclusion in this Official Statement. TheUnderwriter has reviewed the information in this Official Statement in accordance with and as part of, itsresponsibilities to investors under the federal securities laws as applied to the facts and circumstances of thistransaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

This Official Statement does not constitute an offer or solicitation in any jurisdiction in which such offer orsolicitation is not authorized, or in which any person making such offer or solicitation is not qualified to do so, or toany person to whom it is unlawful to make such offer or solicitation.

This Official Statement has been prepared only in connection with the original offering and sale of theSeries 2010 Bonds and may not be reproduced or used in whole or in part for any other purpose.

The delivery of this Official Statement at any time does not imply that any information herein is correct asof any time subsequent to its date.

IN CONNECTION WITH THE OFFERING OF THE SERIES 2010 BONDS, THE UNDERWRITERMAY EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCHSERIES 2010 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPENMARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE PRICEAT WHICH THE SERIES 2010 BONDS ARE OFFERED TO THE PUBLIC BY THE UNDERWRITER (ANDTHE YIELD RESULTING THEREFROM) MAY VARY FROM THE PUBLIC OFFERING PRICE APPEARINGON THE INSIDE FRONT COVER PAGE HEREOF. IN ADDITION, THE UNDERWRITER MAY ALLOWCONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICE TO DEALERS ANDOTHERS.

THE SERIES 2010 BONDS HAVE NOT BEEN REGISTERED WITH THE UNITED STATESSECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, ASAMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACTOF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. INMAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONOF THE COLLEGE AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKSINVOLVED. THESE SERIES 2010 BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERALOR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THEFOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THEADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARYMAY BE A CRIMINAL OFFENSE.

iiiCautionary Statements Regarding Forward-Looking Statements

This Official Statement, including APPENDIX A, contains statements which should beconsidered "forward-looking statements," meaning they refer to possible future events or conditions.Such statements are generally identifiable by the words such as "plan," "expect," "estimate," "budget" orsimilar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONSCONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN ANDUNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUALRESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLYDIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTSEXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COLLEGEDOES NOT EXPECT OR INTEND TO ISSUE ANY UPDATES OR REVISIONS TO THOSEFORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS,CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

TABLE OF CONTENTSINTRODUCTION ........................................................................................................................................ 1

THE ISSUER................................................................................................................................................ 3

THE COLLEGE............................................................................................................................................ 5

PLAN OF FINANCING ............................................................................................................................... 5

SOURCES AND USES OF FUNDS........................................................................................................... 7

THE SERIES 2010 BONDS........................................................................................................................ 7

SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS................................... 12

DEBT SERVICE REQUIREMENTS......................................................................................................... 13

BONDOWNERS' RISKS ........................................................................................................................... 13

LITIGATION.............................................................................................................................................. 16

LEGAL MATTERS.................................................................................................................................... 17

TAX MATTERS......................................................................................................................................... 17

CONTINUING DISCLOSURE.................................................................................................................. 18

RELATIONSHIP AMONG THE PARTIES.............................................................................................. 18

BOND RATINGS....................................................................................................................................... 19

FINANCIAL STATEMENTS.................................................................................................................... 19

UNDERWRITING ..................................................................................................................................... 19

MISCELLANEOUS ................................................................................................................................... 19

APPENDIX A THE TRUSTEES OF GRINNELL COLLEGE: ORGANIZATION AND OPERATIONS

APPENDIX B REPORT OF INDEPENDENT AUDITORS AND AUDITED FINANCIALSTATEMENTS OF GRINNELL COLLEGE AS OF AND FOR THE YEARSENDED JUNE 30, 2008 AND JUNE 30, 2009

APPENDIX C SUMMARIES OF PRINCIPAL DOCUMENTS

APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT

APPENDIX E FORM OF OPINION OF BOND COUNSEL

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OFFICIAL STATEMENT

$58,905,000Iowa Higher Education Loan Authority

Private College Facility Revenue Refunding Bonds(Grinnell College Project)

Series 2010

INTRODUCTION

The following introductory statement is subject in all respects to more complete informationcontained elsewhere in this Official Statement. The order and placement of materials in this OfficialStatement, including the Appendices, are not to be deemed to be a determination of relevance,materiality or relative importance, and this Official Statement, including the Cover Page andAppendices, must be considered in its entirety. All capitalized terms used in this Official Statement thatare not otherwise defined herein shall have the meanings ascribed to them in APPENDIX C hereto.

Purpose of this Official Statement

This Official Statement, which includes the cover page and the appendices, provides informationin connection with the sale of Iowa Higher Education Loan Authority, Private College Facility Revenueand Refunding Bonds (Grinnell College Project), Series 2010 (the "Series 2010 Bonds"), issued by theIowa Higher Education Loan Authority (the "Issuer"), and includes information concerning the Issuer andThe Trustees of Grinnell College (the "College").

The Issuer

The Issuer is a body politic and corporate and a public instrumentality of the State of Iowa (the"State"), created and existing under Chapter 261A, Code of Iowa, as amended (the "Act"). See thecaption "THE ISSUER" herein. The Issuer makes no representations with respect to any information inthis Official Statement other than the information under the heading "THE ISSUER" and "LITIGATION- The Issuer". The Issuer has not prepared or participated in the preparation of any portions of thisOfficial Statement other than the portions under the headings "THE ISSUER" and "LITIGATION-TheIssuer".

The College

The College is a nonprofit corporation that has tax-exempt status under Section 501(c)(3) of theInternal Revenue Code of 1986, as amended (the "Code"), organized and existing under the laws of theState of Iowa. The College is a four-year, co-educational, private, liberal arts college located in Grinnell,Iowa. See "THE COLLEGE" and "APPENDIX A: THE TRUSTEES OF GRINNELL COLLEGE -ORGANIZATION AND OPERATIONS".

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The Series 2010 Bonds

The Series 2010 Bonds will be issued pursuant to (i) the provisions of the Iowa Higher EducationLoan Authority Act, Chapter 261A, Code of Iowa, (ii) a resolution of the Issuer adopted prior to issuanceof the Series 2010 Bonds (the "Bond Resolution"), and (iii) the provisions of an Indenture of Trust (the"Indenture") dated as of March 1, 2010, between the Issuer and Wells Fargo Bank, National Association,as trustee (the "Trustee"). The Issuer and the College will enter into a Loan Agreement dated as of March1, 2010 (the "Loan Agreement") pursuant to which the Issuer will loan to the College the proceeds of theSeries 2010 Bonds in order to provide funds (i) to advance refund the Issuer=s Private College FacilityVariable Rate Demand Revenue Bonds (Grinnell College Project), Series 2001 (the ASeries 2001 Bonds@),(ii) to finance a portion of the costs of the Project (as hereinafter defined); and (iii) to pay costs ofissuance of the Series 2010 Bonds. The Loan Agreement between the Issuer and the College requires theCollege to make payments sufficient to pay the principal of and interest on the Series 2010 Bonds, whendue, along with certain administrative expenses of the Issuer. In the Indenture, the Issuer will assign andpledge to the Trustee all of the Issuer's right, title and interest in and to the Loan Agreement, including allrevenues, receipts and other payments derived by the Issuer under the Loan Agreement, except for certainrights of the Issuer to indemnification and payment of expenses. See "APPENDIX C - SUMMARIES OFPRINCIPAL DOCUMENTS".

A description of the Series 2010 Bonds is contained in this Official Statement under the caption"THE SERIES 2010 BONDS". All references to the Series 2010 Bonds are qualified in their entirety bythe definitive forms thereof and the provisions with respect thereto included in the Indenture and the LoanAgreement. A description of the uses of funds is contained in this Official Statement under the caption"SOURCES AND USES OF FUNDS".

Security for the Series 2010 Bonds

The Series 2010 Bonds are special limited obligations of the Issuer payable solely from amountspayable under the Loan Agreement. Pursuant to the Loan Agreement, the College is obligated to repay itsloan by making semiannual payments to the Trustee (hereinafter defined) for the benefit of theBondholders until the principal of, premium, if any, and interest on the Series 2010 Bonds have been fullypaid or provision has been made therefor. The Trustee will have a lien on amounts in the Bond Fund.However, the College will retain custody of the Construction Fund and Costs of Issuance Fund, andtherefore, the Trustee will not have a lien on these two funds.

The obligations of the College under the Loan Agreement are general obligations of the Collegepayable from all legally available resources from the College, but are unsecured; neither the Issuer norany owner of a Bond has any interest in or lien on the Project or any other facilities or property of theCollege. See "THE BONDS - Security for the Bonds" and "FINANCIAL MATTERS" in Appendix Ahereto.

The Series 2010 Bonds do not constitute a debt or an indebtedness of the State or any politicalsubdivision thereof within the meaning of any State constitutional or statutory provision or limitation andare not general obligations of the Issuer or obligations general, special or otherwise of the State or anyother political subdivision thereof. The State has not pledged its full faith and credit for the payment ofthe Series 2010 Bonds. The Issuer has no taxing power.

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Financial Statements

Audited financial statements of the College for the years ended June 30, 2009 and 2008, areincluded in APPENDIX B to this Official Statement. See "FINANCIAL STATEMENTS" herein.

Bondowners= Risks

Payment of the principal of and interest on the Series 2010 Bonds is dependent upon revenues tobe derived from the operations of the College. Certain risks are inherent in the production of suchrevenues. See the caption "BONDOWNERS= RISKS" herein for a discussion of certain of these risks.

Continuing Disclosure

The College has agreed to provide the Trustee with annual financial statements and certain otherinformation, in accordance with the current requirements of Rule 15c2-12 of the Securities and ExchangeAct ("Rule 15c2-12"). The College is currently the sole "obligated person" under Rule 15c2-12 withrespect to the Series 2010 Bonds. The Trustee will act as agent for the College pursuant to a continuingdisclosure agreement. See "CONTINUING DISCLOSURE" herein for a description of the College'sundertaking to provide secondary market disclosure. See also "APPENDIX D - FORM OFCONTINUING DISCLOSURE AGREEMENT".

Additional Information

This Official Statement speaks only as of its date, and the information contained herein is subjectto change. Brief descriptions of the Issuer, the College and the Project are included in this OfficialStatement. Definitions of certain words and terms and summaries of the Indenture and the LoanAgreement are included in the Official Statement in APPENDIX C hereto. Such definitions andsummaries do not purport to be comprehensive or definitive. All references herein to the Series 2010Bonds, the Indenture, the Loan Agreement and other documents are qualified in their entirety byreference to such documents and all capitalized terms used herein which are not defined have themeanings given such terms in the Indenture and the Loan Agreement. Copies of the Indenture and theLoan Agreement may be viewed at the offices of the Iowa Higher Education Loan Authority, 505 5thAvenue, Suite 1040, Des Moines, Iowa 50309, or will be provided to any prospective purchaserrequesting the same, upon payment by such prospective purchaser of the costs of such copies.

THE ISSUER

Organization and Powers

The Issuer is a body politic and corporate and a public instrumentality duly organized andexisting under the laws of the State of Iowa, including particularly the Iowa Higher Education LoanAuthority Act, Chapter 261A, Code of Iowa, as amended (the "Act").

The Issuer is empowered by the Act to enter into loan agreements pursuant to which the Issuerloans the proceeds from the sale of its revenue bonds to private educational institutions for the purpose offinancing the cost of a project (as defined in the Act), including the refunding of existing indebtednessand the costs of acquiring or constructing facilities located in the State of Iowa suitable for the use of suchprivate educational institutions.

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The office of the Issuer is located at 505 5th Avenue, Suite 1040, Des Moines, Iowa 50309.

Members

The Act provides for five members of the Issuer appointed by the governor of the State of Iowa,with the advice and consent of the State Senate. Each member must be a resident of the State of Iowa andnot more than three members may be of the same political party. Initial members were appointed tostaggered terms of office and successor members are appointed for terms of six years. Members continueto serve after expiration of their terms until a successor is appointed or they are reappointed.

The current members of the Issuer are as follows:

Term PrincipalName Title Expires Occupation/Affiliation

Dennis Houlihan Chairperson 4/30/12 Financial Consultant,Wells Fargo AdvisorsDubuque, Iowa

John V. Hartung Vice Chairperson 4/30/15 Retired President, Iowa Associationof Independent Colleges& Universities

Janet Piller Treasurer 4/30/14 Insurance AgentPiller Insurance Services, LLC

Stephanie Savage Secretary 4/30/10 Civic LeaderDubuque, Iowa

Dennis Barnum Assistant Secretary 4/30/11 Retired, President of IADPIowans Against the Death Penalty

Staff and Representatives

Dr. Maribeth Wright has served as Executive Director of the Issuer since 2003.

Davis, Brown, Koehn, Shors & Roberts, P.C., Des Moines, Iowa, serves as general counsel to theIssuer and is also acting as Issuer's Counsel in connection with the issuance of the Series 2010 Bonds.

Stern Brothers & Company, Inc. of Olathe, Kansas serves as financial advisor to the Issuer.

Indebtedness of the Issuer

The Issuer has heretofore sold and delivered numerous series of bonds and notes secured byinstruments separate and apart from the instruments issuing and securing the Series 2010 Bonds. Theowners of such bonds and notes have no claim on assets, funds or revenues of the Issuer securing theSeries 2010 Bonds and the owners of the Series 2010 Bonds will have no claims on any assets, funds orrevenues of the Issuer securing such other bonds and notes.

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With respect to additional indebtedness of the Issuer, the Issuer intends to enter into separateagreements with participating educational institutions in the State for the purpose of providing financingfor eligible projects and programs. Issues which may be sold by the Issuer in the future will be createdunder separate and distinct bond indentures or resolutions and will be secured by instruments, propertiesand revenues separate from those securing the Series 2010 Bonds.

Iowa law requires that the State shall not be liable in any event for the payment of the principal ofor interest on any bonds of the Issuer or for the performance of any pledge, mortgage, obligation oragreement undertaken by the Issuer and no breach of any such pledge, mortgage, obligation or agreementmay impose any pecuniary liability upon the State or any charge upon the general credit or taxing powerof the State.

EXCEPT FOR INFORMATION CONCERNING THE ISSUER IN THE SECTIONSHEREOF CAPTIONED "THE ISSUER" AND "LITIGATION - THE ISSUER", NONE OF THEINFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BYTHE ISSUER, AND THE ISSUER MAKES NO REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCHINFORMATION.

THE COLLEGE

The Trustees of Grinnell College (the "College") is an Iowa nonprofit corporation and a tax-exempt charitable organization under Section 501(c)(3) of the Code, exempt from federal income taxationunder Section 501(a) of the Code.

Grinnell College is a four-year, co-educational, private, liberal arts and sciences college. It islocated in Grinnell, Iowa, approximately 55 miles east of Des Moines, Iowa. See "APPENDIX A"hereto.

PLAN OF FINANCING

General

The College will use the proceeds of the Bonds (i) to advance refund in their entirety the Issuer'sPrivate College Facility Variable Rate Demand Revenue Bonds (Grinnell College Project), Series 2001dated January 29, 2001 (the "Series 2001 Bonds"), (ii) to finance a portion of the costs of constructing andequipping certain athletic facilities (the "Project"), and (iii) to pay the costs of issuing the Series 2010Bonds.

The Refunding

Concurrently with the sale and delivery of the Bonds, the College will use the proceeds of theSeries 2010 Bonds to advance refund or defease to their respective maturities in their entirety the Series2001 Bonds issued in the original aggregate principal amount of $50,000,000, of which $50,000,000remains outstanding. The proceeds of the Series 2001 Bonds were used to finance the costs of theconstruction, renovation and/or equipping of athletic fields, a welcome center, an energy center andrelated infrastructure, residence halls, a campus center, a science center and athletic and recreationfacilities, all located on the Grinnell College campus in Grinnell, Iowa and a facilities management

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service building located at 1917 6th Avenue in Grinnell, Iowa and payments of costs of issuance andrelated costs of the Bonds.

Escrow Agreement

The College and the Issuer will enter into an Escrow Deposit Agreement dated as of March 1,2010 (the "Escrow Agreement") with Wells Fargo Bank, National Association, Des Moines, Iowa, asescrow agent and trustee for the Series 2001 Bonds (the "Escrow Agent"). A portion of the proceeds ofthe Series 2010 Bonds will be used to purchase either (i) demand deposit Treasury Securities of the Stateand Local Government Series (the "SLGS"), (ii) open market treasuries, or (iii) an investment agreement(the "Investment Agreement") with (a) a commercial bank (or a subsidiary thereof) that has generalunsecured long-term debt ratings of at least "Aaa" by Moody's and "AAA" by S&P; or (b) an insurancecompany (or a subsidiary thereof) that has claims-paying ability ratings of at least "Aaa" by Moody=s and"AAA" by S&P. The SLGS, open market treasuries or Investment Agreement, the principal of whichtogether with interest to be earned thereon, will be sufficient to pay principal of, premium, if any, andinterest on the Series 2001 Bonds as the same becomes due and to effect the redemption of all Series 2001Bonds as described below on their respective redemption dates.

Defeasance Calculation Verification

Robert Thomas CPA, LLC, a firm of independent certified public accountants (the "Verifier"),upon delivery of the Series 2010 Bonds, will deliver to the Issuer its verification report indicating that ithas examined, in accordance with standards established by the American Institute of Certified PublicAccountants, the mathematical accuracy of computations prepared by George K. Baum & Company,Denver, Colorado, relating to (a) the sufficiency of the anticipated receipts from the SLGS or InvestmentAgreement, together with the initial cash deposit to pay, when due and upon redemption prior to maturity,the principal of and interest on the 2001 Bonds, and (b) the "yield" on the SLGS or InvestmentAgreement and on the Series 2010 Bonds.

The report of the Verifier will include the statement that the scope of their engagement waslimited to verifying the mathematical accuracy of the computation contained in such schedules providedto them, and that they have no obligation to update their report because of events occurring, or data orinformation coming to their attention, subsequent to the date of their report.

The Project

A portion of the proceeds from the sale of the Series 2010 Bonds will be used to pay a portion ofthe costs of constructing and equipping certain athletic facilities on the campus of the College, including anew field house with indoor track facilities, tennis courts, an indoor swimming pool and other athleticfacilities. See "SOURCES AND USES OF FUNDS - Uses of Funds".

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SOURCES AND USES OF FUNDS

Set forth below are the presently estimated sources and applications of funds in connection withthe issuance of the Series 2010 Bonds:

SOURCES OF FUNDS

Par Amount of Bonds $58,905,000.00Premium 7,089,797.60

TOTAL SOURCES $65,994,797.60

USES OF FUNDS

Deposit to Construction Fund $14,154,399.00Deposit to Escrow Fund 51,433,446.60Deposit to Costs of Issuance Fund (1) 406,952.00

TOTAL USES $65,994,797.60

(1) includes legal, Trustee, Issuer and Underwriting fees

THE SERIES 2010 BONDS

Description of the Series 2010 Bonds

The Series 2010 Bonds will be issued pursuant to the Indenture, will be dated the date of deliveryand will mature and bear interest as set forth on the front cover page of this Official Statement. TheSeries 2010 Bonds will be issued in fully registered form and will initially be registered in the name of"Cede & Co.", as registered owner and nominee for The Depository Trust Company ("DTC"), assecurities depository for the Series 2010 Bonds (the "Securities Depository"). Purchases by beneficialowners of the Series 2010 Bonds (the "Beneficial Owners") are to be made in book-entry only form in theprincipal amount of $5,000 or any integral multiple thereof. Principal of each Series 2010 Bond will bepayable to the registered owner as shown on the registration records of the Trustee. Interest on the Series2010 Bonds is payable on June 1 and December 1, commencing June 1, 2010, to the person who is theregistered owner at the close of business on the 15th day of the calendar month next preceding thatinterest payment date (the "Regular Record Date"). However, if there is a default in payment or provisionof interest due with respect to a Series 2010 Bond on any interest payment date, such interest thereafterwill be paid to the registered owner of such Series 2010 Bond as of a special record date (the "SpecialRecord Date") to be established by the Trustee whenever moneys become available for payment of thedefaulted interest. Payments to Beneficial Owners are to be made as described below in "Book-EntryOnly System."

Redemption Prior to Maturity

The Series 2010 Bonds are subject to redemption prior to maturity in accordance with thefollowing terms and provisions.

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Optional Redemption Prohibited.

The College shall not have the option to prepay the Series 2010 Bonds.

Special Optional Redemption.

The College shall have the option to prepay the payments payable under the Loan Agreement,and to terminate the Loan term and the Loan Agreement, and to cause the Series 2010 Bonds to beredeemed, in whole or in part, from and to the extent the College exercises its option to prepay thepayments under the Loan Agreement from the Net Proceeds (as defined in APPENDIX C) of anyinsurance or a condemnation award upon the occurrence of any of the following events:

(a) All or a portion of the Facilities shall be damaged or destroyed and the Collegedetermines that it is not practicable or desirable to rebuild, repair or restore the Facilities.

(b) All or a portion of the Facilities shall be condemned or such use or control shall be takenby eminent domain as to render the Facilities, or such portion thereof unsatisfactory to the College forcontinued operation.

Special optional prepayment as a result of the occurrence of any of the above events shall beaccomplished by paying to the Trustee a sum sufficient, together with other funds deposited with theTrustee and available for such purpose, to pay the principal amount of the outstanding Series 2010 Bondsto be redeemed, plus accrued interest on such Series 2010 Bonds to the redemption date, withoutpremium. In addition the College shall pay all reasonable and necessary fees and expenses of the Trusteeaccrued and to accrue in connection with such prepayment and redemption, and, upon a prepayment inwhole, all other liabilities of the College accrued and to accrue under the Loan Agreement.

Mandatory Redemption of Series 2010 Bonds and Prepayment of Loan.

The College is required to prepay the Loan in whole (or in whole with respect to (b) below) andto cause all of the Series 2010 Bonds to be redeemed if either of the following shall have occurred:

(a) As a result of any changes in the Constitution of the State of Iowa or the Constitution ofthe United States of America or of legislative or administrative action (whether state or federal) or of finaldecree, judgment or order of any Court or administrative body (whether state or federal) entered after thecontest thereof by the College in good faith, that the Loan Agreement shall have become void orunenforceable or impossible of performance in accordance with the intent and purpose of the parties asexpressed in the Loan Agreement; or

(b) As a result of the occurrence of a Determination of Taxability.

Redemption of the Series 2010 Bonds and prepayment of the Loan pursuant to the LoanAgreement shall be accomplished by paying to the Trustee the sum of the following for redemption of theSeries 2010 Bonds pursuant to the Indenture:

(1) a sum sufficient, together with other funds deposited with the Trustee and available forsuch purposes, to redeem all Series 2010 Bonds then outstanding at a redemption price equal to 100% ofthe principal amount of the outstanding Series 2010 Bonds, plus accrued interest to the redemption date;

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(2) an additional amount equal to the Trustee's and Paying Agent's fees and expenses underthe Indenture accrued and to accrue through the redemption date;

(3) an amount of money sufficient to discharge all other liabilities of the College accruedunder the Loan Agreement.

Selection of Series 2010 Bonds for Redemption

Series 2010 Bonds or portions of Series 2010 Bonds (in $5,000 multiples of the principal amountthereof) to be redeemed pursuant to the provisions described above are to be redeemed in the order ofmaturities selected by the College (other than mandatory sinking fund redemptions). Series 2010 Bondsof less than a full maturity are to be selected by the Trustee by lot in such equitable manner as it maydetermine.

Notice and Effect of Call for Redemption

Notice of any redemption is to be given by the Trustee to the registered owners of the Series 2010Bonds to be redeemed not less than 30 days prior to the redemption date by first class mail. Such noticesare to be mailed to the registered owner or owners at their addresses shown on the registration recordsmaintained by the Trustee. Published notice of the call for redemption need not be given. Failure to givesuch notice or any defect therein as to any particular Series 2010 Bonds shall not affect the validity of theproceedings for the redemption of any other Series 2010 Bonds with respect to which notice was mailed.If notice of redemption has been given and sufficient funds deposited with the Trustee to be used toredeem such Series 2010 Bonds, then on the redemption date such Series 2010 Bonds will cease to bearinterest. The date of the special prepayment pursuant to Section 8.1(b) of the Loan Agreement shall be onany Business Day, not less than 30 days from the date the notice is mailed and the date of the mandatoryredemption as a result of a Determination of Taxability pursuant to Section 8.2(b) of the Loan Agreementshall be set on any Business Day as soon as practicable but not more than 120 days from the date of theDetermination of Taxability.

So long as DTC is effecting book-entry transfers of the Series 2010 Bonds, the Trustee shallprovide the notices specified above only to DTC. It is expected that DTC will, in turn, notify the DTCParticipants and that the DTC Participants, in turn, will notify or cause to be notified the BeneficialOwners. Any failure on the part of DTC or a DTC Participant, or failure on the part of a nominee of aBeneficial Owner of a Series 2010 Bond (having been mailed notice from the Trustee, a DTC Participantor otherwise) to notify the Beneficial Owner of the Series 2010 Bond so affected, shall not affect thevalidity of the redemption of such Series 2010 Bond.

Book-Entry Only System

The Depository Trust Company ("DTC"), New York, NY will act as securities depository for theBonds. The Series 2010 Bonds will be issued as fully registered bonds registered in the name of Cede &Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representativeof DTC. One fully-registered Series 2010 Bond certificate will be issued for each maturity of the Series2010 Bonds and in the aggregate principal amount of such series or maturity and will be deposited withDTC.

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The information in this section is based solely on information provided by DTC. Norepresentation is made by the Issuer or the College as to the completeness or accuracy of such informationor as to the absence of material adverse changes in such information subsequent to the date hereof.

DTC is a limited-purpose trust company organized under the New York Banking Law, a "bankingorganization" within the meaning of the New York Banking Law, a member of the Federal ReserveSystem, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a"clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of1934. DTC holds securities that its participants (the "Participants") deposit with DTC. DTC alsofacilitates the settlement among Participants of securities transactions, such as transfers and pledges, indeposited securities through electronic computerized book-entry changes in Participants' accounts,thereby eliminating the need of physical movement of securities certificates. Direct Participants includesecurities brokers and dealers, banks, trust companies, clearing corporations, and certain otherorganizations. DTC is owned by a number of its Direct Participants and by the New York StockExchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers,Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banksand trust companies that clear through or maintain a custodial relationship with a Direct Participant, eitherdirectly or indirectly (the "Indirect Participants"). The Rules applicable to DTC and its Participants areon file with the Securities and Exchange Commission.

Purchases of Series 2010 Bonds under the DTC system must be made by or through DirectParticipants, which will receive a credit for the Series 2010 Bonds on DTC's records. The ownershipinterest of each actual purchaser of each Series 2010 Bond (the "Beneficial Owner") is in turn to berecorded on the Direct and Indirect Participants= records. Beneficial Owners will not receive writtenconfirmation from DTC of their purchase, but Beneficial Owners are expected to receive writtenconfirmations providing details of the transaction, as well as periodic statements of their holdings, fromthe Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.Transfers of ownership interests in the Series 2010 Bonds are to be accomplished by entries made on thebooks of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receivecertificates representing their ownership interests in Series 2010 Bonds, except in the event that use of thebook-entry system for the Series 2010 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2010 Bonds deposited by Participants with DTC areregistered in the name of DTC's partnership nominee, Cede & Co. The deposit of Series 2010 Bonds withDTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC hasno knowledge of the actual Beneficial Owners of the Series 2010 Bonds; DTC's records reflect only theidentity of the Direct Participants to whose accounts such Series 2010 Bonds are credited, which may ormay not be the Beneficial Owners. The Participants will remain responsible for keeping account of theirholdings on behalf of their customers.

Redemption notices shall be sent to Cede & Co. Conveyance of notices and othercommunications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and byDirect Participants and Indirect Participants to Beneficial Owners will be governed by arrangementsamong them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to the Series 2010 Bonds. Underits usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the RegularRecord Date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct

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Participants to whose accounts the Series 2010 Bonds are credited on the Regular Record Date (identifiedin a listing attached to the Omnibus Proxy).

Payment of the principal and purchase price of and interest on the Series 2010 Bonds will bemade to DTC. DTC's practice is to credit Direct Participants' accounts on the payment date in accordancewith their respective holdings shown on DTC's records unless DTC has reason to believe that it will notreceive payment on the payment date. Payments by Participants to Beneficial Owners will be governedby standing instructions and customary practices, as is the case with securities held for the accounts ofcustomers in bearer form or registered in "street name," and will be the responsibility of such Participantand not of DTC, the Trustee, the Tender Agent, the College or the Issuer, subject to any statutory andregulatory requirements as may be in effect from time to time. Payment of principal, purchase price andinterest to DTC is the responsibility of the Trustee or the Tender Agent, as applicable, upon presentationof the Series 2010 Bonds at the Principal Office by DTC; disbursement of such payments to DirectParticipants shall be the responsibility of DTC, and disbursement of such payments to the BeneficialOwners shall be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its service as securities depository with respect to the Series2010 Bonds at any time by giving reasonable notice to the Issuer, the College or the Trustee. Under suchcircumstances, in the event that a successor securities depository is not obtained, Series 2010 Bondcertificates are required to be prepared and delivered as described in the Indenture.

The Issuer or the College may decide to discontinue use of the system of book-entry transfersthrough DTC (or a successor securities depository). In that event, Series 2010 Bond certificates will beprepared and delivered as described in the Indenture.

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2010BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDOWNERS ORREGISTERED OWNERS OF THE SERIES 2010 BONDS SHALL MEAN CEDE & CO. ANDSHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2010 BONDS.

CUSIP Numbers

It is anticipated that CUSIP identification numbers will be printed on the Series 2010 Bonds, butneither the failure to print such numbers on any Series 2010 Bonds, nor any error in the printing of suchnumbers, shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of andpay for any Series 2010 Bonds.

Additional Bonds and Other Indebtedness/Series 2008 Bonds

Nothing in the Loan Agreement or the Indenture shall prevent the College from incurringIndebtedness, which can be general Indebtedness or Indebtedness which is on parity or is junior orsubordinate to the Series 2010 Bonds.

With respect to the Issuer's $60,000,000 Private College Facility Variable Rate Demand RevenueBonds (Grinnell College Project) Series 2008 (the "Series 2008 Bonds"), the College agreed that it willnot incur additional Indebtedness which is secured by a lien on any of the College's Property, except thatpurchase money security interests may be granted in connection with the purchase of personal property,and except as provided in the following sentence. The College also agreed with respect to the Series 2008

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Bonds that if the College wishes to create a lien on any of its Property (other than purchase moneysecurity interests in personal property) to secure any proposed Indebtedness, the College prior to incurringsuch Indebtedness and creating such lien, will execute and deliver to the Trustee for the benefit of theBondholders a security instrument which, in the opinion of counsel, creates a lien in and security interestin such Property in favor of the Trustee to secure the payment of the Series 2008 Bonds which is superiorto or ranking on a parity with the lien to be created to secure such proposed Indebtedness.

SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS

General

The Series 2010 Bonds will be issued under the Indenture, which will assign and pledge to theTrustee (1) certain rights of the Issuer under the Loan Agreement, (2) all revenues and receipts receivableby the Issuer therefrom and from the security therefor, and (3) the funds and accounts (except the RebateFund), including the money and investments in them, which the Trustee holds under the terms of theIndenture.

Special, Limited Obligations

The Series 2010 Bonds are special, limited obligations of the Issuer payable solely from amountspayable under the Loan Agreement and funds held by the Trustee for the benefit of Bondholders. TheSeries 2010 Bonds do not represent or constitute a debt or indebtedness of the State or any other politicalsubdivision thereof or a pledge of the faith and credit of the State or any other political subdivisionthereof. The owners of the Series 2010 Bonds shall have no right to have taxes levied by the State or anypolitical subdivision thereof for the payment of amounts due on the Series 2010 Bonds. The Issuer has notaxing powers. Neither the Issuer nor any persons executing the Series 2010 Bonds shall be liablepersonally on the Series 2010 Bonds or subject to any personal liability or accountability by reason of theissuance thereof.

The Loan Agreement

Loan Payments and Other Payments. Under the Loan Agreement, the College is required tomake semi-annual Loan Payments to the Trustee for deposit into the Bond Fund in amounts sufficient topay the principal of and interest on the Series 2010 Bonds when due, and to make certain other payments.The College=s obligations to make Loan Payments and to pay other amounts under the Loan Agreementare absolute and unconditional without any abatement or diminution thereof. See "APPENDIX E -SUMMARIES OF PRINCIPAL DOCUMENTS - THE LOAN AGREEMENT".

Priority of Payments From Certain Revenues. The Loan Agreement is a general obligation ofthe College. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS -Loan Agreement - Priority of Payments From Certain Revenues."

The Indenture

Under the Indenture, the Issuer will pledge and assign to the Trustee, for the benefit of theBondowners, the Loan Agreement, together with all of its rights under the Loan Agreement, including allloan payments and other amounts payable under the Loan Agreement as security for the payment of theprincipal of and interest on the Series 2010 Bonds. See "APPENDIX C - SUMMARIES OF PRINCIPALDOCUMENTS - THE INDENTURE".

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DEBT SERVICE REQUIREMENTS

The following table sets forth the annual amounts required to pay scheduled principal, includingmandatory sinking fund payments, if any, and interest on the Series 2010 Bonds and other existing longterm debt which will remain outstanding during each fiscal year of the College.

Series 2008 Bonds^ Series 2010 Bonds

FYE June 30 Principal Interest Principal Interest TOTAL

2010 1,800,000 590,514 2,390,5142011 1,800,000 - 2,592,500 4,392,5002012 1,800,000 5,900,000 2,459,750 10,159,7502013 1,800,000 5,900,000 2,194,250 9,894,2502014 1,800,000 5,900,000 1,943,500 9,643,5002015 1,800,000 5,900,000 1,713,000 9,413,0002016 1,800,000 5,900,000 1,472,688 9,172,6882017 1,800,000 5,900,000 1,245,313 8,945,3132018 1,800,000 5,900,000 1,013,000 8,713,0002019 1,800,000 5,900,000 732,750 8,432,7502020 1,800,000 5,900,000 437,750 8,137,7502021 1,800,000 5,805,000 145,125 7,750,1252022 1,800,000 - - 1,800,0002023 60,000,000 1,800,000 - - 61,800,000

TOTAL 60,000,000 25,200,000 58,905,000 16,540,140 160,645,140

^Series 2008 Bonds incur interest at a variable weekly rate. For the week beginningFebruary 10, 2010, the interest rate was 0.17%. The above schedule assumes a 3.0%interest rate.

BONDOWNERS' RISKS

The following is a discussion of certain risks that could affect payments to be made by theCollege with respect to the Series 2010 Bonds. Such discussion is not, and is not intended to be,exhaustive and should be read in conjunction with all other parts of this Official Statement and should notbe considered as a complete description of all risks that could affect such payments. Prospectivepurchasers of the Series 2010 Bonds should analyze carefully the information contained in this OfficialStatement, including the Appendices hereto, and additional information in the form of the completedocuments summarized herein and in APPENDIX C, copies of which are available as described herein.

General

The Series 2010 Bonds are limited obligations of the Issuer payable by the Issuer solely frompayments to be made by the College pursuant to the Loan Agreement and certain other funds held by theTrustee under the Indenture. No representation or assurance can be given that the College will realizerevenues in amounts sufficient to make such payments under the Loan Agreement with respect to theSeries 2010 Bonds. The realization of future revenues is dependent upon, among other things,

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government regulations, the capabilities of the management of the College and future changes ineconomic and other conditions that are unpredictable and cannot be determined at this time.

Unsecured/Risk of Insufficient Collateral

The Series 2010 Bonds are unsecured and are to be paid only by amounts payable under the LoanAgreement. If an Event of Default occurs, there can be no assurance that there will be sufficient amountsto pay the principal or premium, if any, or interest on the Series 2010 Bonds.

Investment Rating

The lowering or withdrawal of the investment rating initially assigned to the Series 2010 Bondscould adversely affect the market price and the market for the Series 2010 Bonds.

Factors Affecting the Financial Performance of the College

One or more of the following factors or events, or the occurrence of other unanticipated factors orevents, could adversely affect the College's operations and financial performance to an extent that cannotbe determined at this time.

1. Student Enrollment. The adequacy of College revenues will depend on maintainingenrollment levels as well as being able to charge sufficient rates for tuition and housing fees. Competitionfor students is substantial. The College competes with other private and public colleges and universities.There can be no assurance that the College can continue to enroll a sufficient number of students togenerate revenues sufficient to pay the debt service on the Series 2010 Bonds.

2. Reliance on Financial Aid. A substantial percentage of the students at the Collegereceive some form of scholarship or tuition discount, including many of whom are primarily dependentupon such financial aid to pay tuition and other costs of their education. The tuitiondiscounts/scholarships are important in maintaining enrollment, but can also adversely affect revenues.Significant changes in the availability of federal loan programs and other forms of student aid could alsoadversely affect the ability of students to attend the College with a resultant adverse impact on thefinancial condition of the College and its ability to meet debt service on the Series 2010 Bonds.

3. Endowment Income. The College plans its budget to include some spending fromendowment income each year. Such income on endowment funds is subject to market volatility. Whilethe College invests pursuant to an investment plan, the earnings on such investments are dependent upona variety of economic conditions that cannot be predicted, including market fluctuations that could havean adverse effect on such investment income.

4. Damage or Destruction. Although the College will be required to maintain certaininsurance as set forth in the Loan Agreement, there can be no assurance that the College will not sufferlosses for which insurance cannot be or has not been obtained or that the amount of any such loss will notexceed the coverage of such insurance policies.

5. Changes in Administration. Future changes in the trustees or key administrationpersonnel could affect the capability of the administration to effectively manage the College.

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6. Reduced Giving. The College derives income from unrestricted gifts and donationswhich supplement operating revenues to finance its operations and capital needs. Although managementof the College expects gifts and donations to remain at least at their current level and to increase at amoderate rate, there can be no assurance that this nonoperating revenue will not decrease, adverselyaffecting the financial condition of the College.

7. Environmental Matters. Legislative, regulatory, administrative or enforcement actioninvolving environmental controls could adversely affect the operation of the facilities of the College. Forexample, if property of the College is determined to be contaminated by hazardous materials, the Collegecould be liable for significant clean up costs even if it were not responsible for the contamination.

Bankruptcy

The ability of the Trustee to exercise rights under the Loan Agreement and the Indenture may belimited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles related toor affecting the enforcement of creditors' rights generally. In the event the College becomes a debtorunder the United States Bankruptcy Code, 11 U.S.C. ' ' 10 et seq. (the "Bankruptcy Code"), paymentsunder the Loan Agreement may be stayed or under certain circumstances subject to avoidance and theinterests of the Trustee with respect to payments on the Bonds may not extend to payments acquired afterthe commencement of such a bankruptcy case. Furthermore, if the bankruptcy court concludes that theTrustee has Aadequate protection,@ it may enter orders affecting the security of the Trustee, includingorders providing for the substitution, subordination and sale of the security of the Trustee. In addition, areorganization plan may be adopted even though it has not been accepted by the Trustee if the Trustee isprovided with the benefit of its original lien or the Aindubitable equivalent.@ Thus, in the event of thebankruptcy of the College, the amount realized by the Trustee may depend on the bankruptcy court=sinterpretation of "indubitable equivalent" and "adequate protection" under the then existingcircumstances. The bankruptcy court may also have the power to invalidate certain provisions of theLoan Agreement and the Indenture that make bankruptcy and related proceedings by the College an eventof default thereunder.

Tax-Exempt Status of the College and the Series 2010 Bonds

The Internal Revenue Service (the "IRS") has determined that the College is an organizationdescribed in Section 501(c)(3) of the Code and therefore is exempt from federal income taxation. Inaddition, the College is generally exempt from ad valorem property taxation. As a charitableorganization, the College is subject to a number of requirements affecting its operations. The IRS hasindicated that it is giving greater scrutiny to certain tax-exempt organizations, including colleges anduniversities.

The failure of the College to remain qualified as a tax-exempt organization could affect theamount of funds available to pay debt service on the Series 2010 Bonds. Such failure, as well as failure tocomply with certain legal requirements (see the caption "TAX MATTERS" herein), could cause theinclusion of interest on the Series 2010 Bonds in gross income for federal income tax purposes retroactiveto the date of issuance of the Series 2010 Bonds. In such event, the maturity of the Series 2010 Bondsmay be accelerated, in the discretion of the Trustee.

The possible modification or repeal of certain existing federal income tax laws or property taxlaws or other loss by the College of the present advantages of such laws, or any legislation imposing

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additional conditions on tax-exempt organizations, could adversely impact the financial position of theCollege.

Amendment of the Indenture and Loan Agreement

Certain amendments to the Indenture and the Loan Agreement may be made with the consent ofthe owners of a majority in aggregate principal amount of the outstanding bonds. Such amendments mayadversely affect the security of the Bondowners, and such percentage, if additional bonds are issued, maybe composed wholly or partially of the holders of bonds other than the Series 2010 Bonds.

Additional Indebtedness

Additional Indebtedness may be issued by the College from time to time even while the Series2010 Bonds remain outstanding. See APPENDIX C under the heading "Summary of Loan Agreement."

Enforcement of Remedies

Enforcement of the remedies under the Loan Agreement and the Indenture may be limited orrestricted by state laws concerning the use of assets of charitable corporations and by federal and statelaws relating to bankruptcy, fraudulent conveyances, and rights of creditors and by application of generalprinciples of equity applicable to the availability of specific performance, and may be substantiallydelayed in the event of litigation or statutory remedy procedures. The various legal opinions to bedelivered concurrently with the delivery of the Series 2010 Bonds will be qualified as to the enforceabilityof the various legal instruments by limitations imposed by state and federal laws, rulings and decisionsaffecting remedies, and by general principles of equity and by bankruptcy, reorganization, insolvency orother similar laws affecting the rights of creditors.Secondary Market

Although the Underwriter presently intends to make a market for the Bonds, such market makingmay be discontinued at any time. There can be no assurance that there will be a secondary market for theBonds, and the absence of such a market could result in investors not being able to resell their Bondsshould they need or wish to do so.

LITIGATION

The Issuer

There is not now pending or, to the knowledge of the Issuer, threatened, any litigation against theIssuer seeking to restrain or enjoin the issuance or delivery of the Series 2010 Bonds, or questioning oraffecting the validity of the Series 2010 Bonds or the proceedings or authority under which they are to beissued, or which in any manner questions the right of the Issuer to provide funds to finance the Project, toenter into the Indenture, the Loan Agreement or to issue, sell or secure the Series 2010 Bonds in themanner provided in the Indenture.

The College

No litigation, investigations or proceedings are now pending or, to the College's knowledge,threatened against the College which would in any manner challenge or adversely affect the corporateexistence or powers of the College to enter into and carry out the transactions described in or

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contemplated by, or the execution, delivery, validity or performance by the College of, the LoanAgreement, or the status of the College as a tax-exempt organization.

LEGAL MATTERS

The Series 2010 Bonds are offered subject to prior sale, when, as and if accepted by theUnderwriter named below, and subject to an opinion as to the validity and tax exemption by Ahlers &Cooney, P.C., Des Moines, Iowa, Bond Counsel. Certain legal matters will be passed upon for GrinnellCollege by its counsel, Nyemaster, Goode, West, Hansell & O'Brien, P.C., Des Moines, Iowa, and for theIssuer by its counsel, Davis, Brown, Koehn, Shors & Roberts, P.C., Des Moines, Iowa. Certain legalmatters will be passed upon for the Underwriter by its counsel, Murray Barnes Finister LLP, Atlanta,Georgia.

TAX MATTERS

Tax Requirements in General

The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirementsthat must be met subsequent to the issuance and delivery of the Series 2010 Bonds in order that intereston the Series 2010 Bonds be and remain excludable from gross income under Section 103 of the Code.These requirements include, but are not limited to: (1) provisions which require that all facilities financedwith the proceeds of the Series 2010 Bonds be owned by Section 501(c)(3) organizations and which limitthe amount of such facilities which may be used in the trade or business of a non-Section 501(c)(3)organization or by a Section 501(c)(3) organization in an unrelated trade or business; (2) provisions whichprescribe yield and other limits relative to the investment of the proceeds of the Series 2010 Bonds andother amounts and (3) provisions which require that certain investment earnings be paid periodically tothe federal government. Noncompliance with such requirements may cause interest on the Series 2010Bonds to become includable in gross income for purposes of federal income taxation retroactive to theirdate of original issue, irrespective in some cases of the date on which such noncompliance occurs or isascertained. The College has covenanted in the Loan Agreement to comply with such requirements.

Opinion of Bond Counsel

Assuming compliance with the above referenced tax covenants, and on the basis of certificationsto be furnished at closing, Bond Counsel will render its opinion that, under present laws, interest on theSeries 2010 Bonds is not includable in gross income of the owners thereof for federal income taxpurposes or for State of Iowa income tax purposes and is not an item of tax preference for purposes of thecomputation of federal alternative minimum tax imposed on individuals and corporations. However,interest on the Series 2010 Bonds is taken into account in determining "adjusted current earnings" for thepurpose of computing the federal alternative minimum tax imposed on corporations. No opinion will beexpressed by Bond Counsel with respect to any other state or federal tax consequences caused by receiptor accrual of interest on the Series 2010 Bonds or arising with respect to ownership of the Series 2010Bonds. See "APPENDIX E - FORM OF OPINION OF BOND COUNSEL". In rendering its opinionbond counsel will rely, in part on the opinion, of Nyemaster, Goode, West, Hansell & O'Brien, P.C., DesMoines, Iowa, counsel to the College, as to the due and valid incorporation and good standing of theCollege, its status as an organization described in Section 501(c)(3) of the Code and exempt from taxunder Section 501(a) of the Code and as to the characterization of the College's activities in connectionwith the use of the facilities financed and refinanced with proceeds of the Series 2010 Bonds as activitiesthat do not constitute an unrelated trade or business of the College under Section 513(a) of the Code.

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Bond counsel has further assumed that the proceeds of the Series 2010 Bonds will be applied inaccordance with the provisions of the Loan Agreement and the representations made by the Issuer and theCollege with respect thereto, and that the College will make any necessary calculations and pay to theUnited States any amounts required under Section 148 of the Code. Furthermore, bond counsel will relyupon the opinion of even date herewith of Davis, Brown, Koehn, Shors & Roberts, P.C., counsel for theIssuer, with respect to, among other matters, the power of the Issuer to issue the Series 2010 Bonds and toenter into and perform the Loan Agreement and the Indenture.

THE FOREGOING IS NOT INTENDED TO BE AN EXHAUSTIVE DISCUSSION OFCOLLATERAL TAX CONSEQUENCES ARISING FROM RECEIPT OF INTEREST ON THESERIES 2010 BONDS. BONDHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITHRESPECT TO THE CALCULATIONS OF ALTERNATIVE MINIMUM TAX, ENVIRONMENTALTAX OR FOREIGN BRANCH PROFITS TAX LIABILITY, THE INCLUSION OF SOCIALSECURITY OR OTHER RETIREMENT PAYMENTS IN TAXABLE INCOME AND OTHERCOLLATERAL TAX CONSEQUENCES.

CONTINUING DISCLOSURE

The College has agreed to provide the Trustee with annual financial statements and certain otherinformation, in accordance with the current requirements of Rule 15c2-12 of the Securities and ExchangeAct (17 C.F.R. Part 240, Section 240.15c2-12) ("Rule 15c2-12"). The College is currently the sole"obligated person" under Rule 15c2-12 with respect to the Series 2010 Bonds. The College has enteredinto an undertaking, in the form of the Continuing Disclosure Agreement, dated as of March 1, 2010, byand between the College and the Trustee, as Trustee and agent of the College, for the benefit of theholders of the Series 2010 Bonds, to send certain financial information and operating data to ElectronicMunicipal Market Access System ("EMMA") of the Municipal Securities Remarketing Board or anysuccessors thereto and to provide notice of certain events, pursuant to the requirements of Section(b)(5)(i) of Rule 15c2-12. See "APPENDIX D - FORM OF CONTINUING DISCLOSUREAGREEMENT". The College has filed all of its Annual Reports in a timely manner.

RELATIONSHIP AMONG THE PARTIES

In connection with the issuance of the Series 2010 Bonds, the Issuer, the College and theUnderwriter are being represented by the attorneys or law firms identified below under the heading"LEGAL MATTERS" and Ahlers & Cooney, P.C. is acting as Bond Counsel. In other transactions notrelated to the Series 2010 Bonds, each of these attorneys or law firms may have acted as bond counsel orrepresented or are representing the Issuer, the College, the Trustee or the Underwriter or their affiliates, incapacities different from those described under "LEGAL MATTERS," and there will be no limitationsimposed as a result of the issuance of the Series 2010 Bonds on the ability of any of these firms orattorneys to act as bond counsel or represent any of these parties in any present or future transactions.Furthermore, the Issuer, the College, the Trustee and the Underwriter and their affiliates are not limited inengaging in future business transactions together or in any combination with each other. Potentialpurchasers of the Series 2010 Bonds should not assume that the Issuer, the College, the Trustee and theUnderwriter, or their respective counsel, or Bond Counsel have not previously engaged in, are notpresently engaged in, or will not after the issuance of the Series 2010 Bonds engage in, other transactionswith each other or with any affiliates of any of them, and no assurance can be given that there are or willbe no past or future relationships or transactions between or among any of these parties or these attorneysor law firms.

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BOND RATINGS

A "Aaa" rating for the Series 2010 Bonds has been awarded by Moody's and a "AAA" rating forthe Series 2010 Bonds has been awarded by S&P. No application was made to any other rating agencyfor the purpose of obtaining an additional rating on the Bonds. A complete explanation as to thesignificance of the rating may be obtained from the rating agency itself.

In order to obtain these ratings, certain information and materials have been furnished to therating agency, some of which have not been included in the Official Statement. Generally, a ratingagency issues its rating based upon such information and materials and investigations, studies andassumptions furnished to, reviewed, obtained by, and made by the rating agency. The rating is not arecommendation to purchase, sell or hold a security, inasmuch as it does not comment as to market priceor suitability for a particular investor. There is no assurance that the rating mentioned above will remainin place for any given period of time or that it may not be lowered or withdrawn entirely by the ratingservice, if in its judgment circumstances so warrant. Any downward change in or withdrawal of therating may have an adverse effect on the market price of the Series 2010 Bonds.

FINANCIAL STATEMENTS

The College's financial statements for the fiscal year ended June 30, 2009 and 2008, respectively,have been audited by Deloitte & Touche LLP, independent auditors, as indicated in their report withrespect thereto, and are included in APPENDIX B of this Official Statement.

UNDERWRITING

The Series 2010 Bonds are being purchased for re-offering by George K. Baum & Company (the"Underwriter") pursuant to a Bond Purchase Agreement among the Underwriter, the Issuer and theCollege (the "Bond Purchase Agreement"). The Underwriter has agreed to purchase all of the Bonds at apurchase price of $65,780,314.51 (being comprised of the par amount of $58,905,000.00, plus net originalissue premium of $7,089,797.60, less an Underwriter's discount of $214,483.09). The Bond PurchaseAgreement provides that the Underwriter is obligated to take and pay for all of the Series 2010 Bonds ifany are purchased, subject to certain terms and conditions set forth in the Bond Purchase Agreement,including the approval of certain legal matters by counsel and certain other conditions.

The Underwriter intends to offer the Series 2010 Bonds to the public at the offering price statedon the cover page hereof. After the initial public offering, the public offering price may be varied fromtime to time by the Underwriter. The Underwriter reserves the right to join with dealers and otherunderwriters in offering the Series 2010 Bonds to the public. The Underwriter may offer and sell Series2010 Bonds to certain dealers (including dealers depositing Series 2010 Bonds into investment trusts) atprices lower than the public offering prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the Series 2010 Bonds at a levelabove that which might otherwise prevail in the open market. Such stabilizing, if commenced, may bediscontinued at any time.

MISCELLANEOUS

The references herein to the Act, the Indenture and the Loan Agreement are brief outlines ofcertain provisions thereof and do not purport to be complete. For full and complete statements of theprovisions thereof, reference is made to the Act, the Indenture and the Loan Agreement. Copies of such

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documents are on file at the offices of the Iowa Higher Education Loan Authority and following deliveryof the Series 2010 Bonds will be on file at the office of the Trustee.

The agreement of the Issuer with the owners of the Series 2010 Bonds is fully set forth in theIndenture, and neither any advertisement of the Series 2010 Bonds nor this Official Statement is to beconstrued as constituting an agreement with the purchasers of the Series 2010 Bonds. Statements made inthis Official Statement involving estimates, projections or matters of opinion, whether or not expressly sostated, are intended merely as such and not as representations of fact.

The Cover Page hereof and the Appendices hereto are integral parts of this Official Statement andmust be read together with all of the foregoing statements.

The College has supplied and reviewed the information contained in this Official Statementwhich relates to its property and operations and in APPENDIX A hereto and has approved all suchinformation for use within this Official Statement.

The execution and delivery of this Official Statement has been duly authorized by the Issuer andthe College.

IOWA HIGHER EDUCATION LOAN AUTHORITY

By /s/ Maribeth Wright, Executive Director

Accepted and approved by:

THE TRUSTEES OF GRINNELL COLLEGE

By /s/ David Clay, Treasurer

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APPENDIX A

THE TRUSTEES OF GRINNELL COLLEGEORGANIZATION AND OPERATIONS

INTRODUCTION

The Trustees of Grinnell College (the “College,” “Grinnell,” or “Grinnell College”) is a private,coeducational, residential college located in Grinnell, Iowa that seeks to develop students’ analytical andimaginative thinking in the liberal arts. The College is very selective in its admission of students. TheCollege’s acceptance rate for first-time, full-time students for fall 2009 was 29.1%, the lowest inGrinnell’s history. In addition, the yield improved from 27.8% and 33.5% for fall 2007 and fall 2008,respectively, to 34.1% for fall 2009. Grinnell has consistently been placed by U.S. News and WorldReport among the top 20 liberal arts colleges in the United States, and ranked 14th overall for 2010.

The 120-acre campus includes state-of-the-art academic facilities such as the Noyce ScienceCenter, featured in architectural journals, the Bucksbaum Center for the Arts and the Rosenfield CampusCenter, both designed by world-renowned architect, Cesar Pelli. The College also built the firstLeadership in Energy and Environmental Design (LEED) gold-certified building in Iowa, located 14miles from campus on the 365-acre Conard Environmental Research Area (CERA) which is used on aregular basis for research and teaching. Enrollment for fall 2009 totaled 1531 students on campus with120 students in off-campus study programs.

Grinnell College is committed to academic excellence, the intellectual and physical well-being ofall, and the pursuit of good in the world. The College strives to be a multicultural community open to theacademically qualified regardless of ability to pay, and also supports and encourages a faculty of activescholars whose primary mission is to teach.

The College is committed to the goal set forth in the Strategic Plan of improving fiscal balanceand stability. The College’s finances, including interim fiscal year 2010 results, are further describedherein under the Section entitled “Financial Matters.”

Grinnell College is an Iowa nonprofit corporation, organized under Section 501(c)(3) of theInternal Revenue Code of 1986, as amended.

HISTORY & MISSION

The College was established on June 10, 1846 when a group of social reformers from NewEngland with a strong Congregational background organized as the Trustees of Iowa College. In 1909,the Trustees renamed the College after the town of Grinnell, so-called for an abolitionist minister, JosiahBushnell Grinnell. In its early years, Grinnell College weathered the loss of students and professors to theCivil War and in 1882 a cyclone destroyed the College’s two buildings. As the 20th century began,Grinnell established a Phi Beta Kappa chapter, introduced the major system of study, and built a woman’sresidence hall system that became a national model.

The College’s sense of mission was refined through a series of steps including the developmentof a statement of core values in 1998 and the adoption of an updated mission statement in 2001. Ratherthan signaling a new direction for the College, the mission statement reaffirmed that in the 21st century

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the College aims to graduate women and men who can think clearly, who can speak and writepersuasively and even eloquently, who can evaluate critically both their own and others’ ideas, who canacquire new knowledge, and who are prepared in life and work to use their knowledge and abilities toserve the common good.

THE STRATEGIC PLAN

A formal strategic planning process began in 2002, during which the College sought to identifyspecific strategies and tactics for the subsequent five to ten years to help better achieve the mission of theCollege. The Strategic Plan was endorsed by the Board of Trustees of the College (the "Board" or the"Board of Trustees") in the spring of 2005 and implementation began the following November.Components of the Strategic Plan include an emphasis on inquiry-based learning and a broadening of theliberal arts curriculum; fostering a sense of ambition and well-being for students, faculty and staff alike;advancing Grinnell College as a more diverse community; improving fiscal balance and stability;contributing to the vitality of the City of Grinnell; and strengthening the public profile of the College.

A key element of the Strategic Plan, the Expanding Knowledge Initiative (EKI), addresses howstudents learn at Grinnell College. This initiative recognizes an important new trend in scholarship, inthat many of today’s scholars are by training and intent crossing traditional disciplinary boundaries.Additional goals of the EKI are to increase the diversity of the faculty and reduce reliance on temporaryfaculty. These goals can only be met by expanding the faculty, something that the College is working toachieve.

Grinnell College believes that as a liberal arts institution with a strong social commitment, it has aduty to the environment, society and future generations to serve as a leader in environmental stewardship,education, and policy. Grinnell has adopted, as part of the Strategic Plan, a number of policies that morespecifically define this commitment.

The specific examples of the Strategic Plan’s implementation set forth above are only part of thevision to guide Grinnell’s development in the future. The components of the Strategic Plan and theircontinued implementation pervade the remainder of the description of the College contained in thisAppendix A. Institutional assessment of the outcomes of the Strategic Plan will occur in two ways:assessment by various Trustee committees and the ongoing institutional assessment on the part of thefaculty and administration.

THE CAMPUS MASTER PLAN & COLLEGE FACILITIES

The 2000 Campus Master Plan was a bold response to a large set of facility needs and supportsthe Strategic Plan’s objective that the quality of the College’s physical facilities match those of itsacademic and campus life programs. Since 2000, a student welcome center, new athletic fields, an off-campus facilities services building, a bifurcated energy center, four new residence halls, a new campuscenter, and new/renovated science facilities have been constructed.

The ability of the College to advance academic and campus life programs with state-of-the-artfacilities is augmented as the College nears completion of the Athletics and Fitness Center. Phase I of theAthletics and Fitness Center, finished in 2005 at a cost of $21.6 million, includes the performance andpractice gymnasia and fitness center. Phase II remains under construction and includes a field house withindoor track facilities and tennis courts, an office suite and meeting rooms for the physical educationdepartment, racquetball courts, team locker rooms, and a trainers’ space. Also included is a natatorium

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with a 50-meter pool and whirlpool, classrooms, and public as well as team locker rooms. The totalbudget for Phase II is $72.5 million and the estimated completion date is fall 2010. A portion of theSeries 2010 Bonds will be used to complete Phase II of the Athletics and Fitness Center.

Since the Campus Master Plan’s approval, the campus building square footage has increased bymore than 45%. The College has historically recognized the importance of constructing and renovatingbuildings in a manner that is environmentally responsible, and continues to value environmentalresponsibility with respect to these new facilities. Further, in both existing and new facilities, the Collegeis seeking to enhance accessibility.

ACCREDITATIONS & AFFILIATIONS

Grinnell College is accredited by the Higher Learning Commission (“HLC”) of the North CentralAssociation of Colleges and Schools. In the fall of 2008, the College successfully concluded areaccreditation process, which entailed a careful study of the College and its mission and how successfulGrinnell is at achieving that mission. For the 2008 accreditation review, the College proposed andreceived authorization from the HLC to conduct a special emphasis self-study focused on a questioncentral to its mission - how the College can reinvigorate its commitment to train leaders in public serviceand social justice.

The College recently celebrated the 100th anniversary of its Phi Beta Kappa chapter, founded in1907, and is also a member of various educational associations, including the Associated Colleges of theMidwest, the Great Lakes Colleges Association, the Association of American Colleges, the AmericanCouncil on Education, the College Board, and the Higher Education Data Sharing Consortium. TheCollege is also an active member of the National Collegiate Athletic Association (Division III) and theMidwest Conference, as nearly one-third of Grinnell’s graduates participate in at least one of twentyvarsity sports during their time at Grinnell.

Each year since 1988, U. S. News and World Report has placed the College among the top 20liberal arts colleges in the United States. The magazine’s survey, considered one of the nation’s leadingcollege information guides, ranked Grinnell as 14th overall of national liberal arts colleges for 2010. Themagazine has also considered the College a “great school at a great price,” and ranked Grinnell as the 9thbest value for liberal arts colleges. U.S. News bases its national school rankings on academic reputation,graduation and retention rates, student selectivity, faculty resources, alumni giving, financial resourcesand graduation rate performance.

GOVERNANCE & ADMINISTRATION

The College’s governance and administrative structures promote effective leadership and supportcollaborative processes that enable the organization to fulfill its mission.

Board of Trustees

The governance of the College is vested by its Articles of Incorporation in the Board of Trustees.The Articles of Incorporation provide that the Board of Trustees shall consist of not less than sixteen (16)nor more than thirty-two (32) regular members, at least one-quarter (1/4) of whom shall be alumni oralumnae of the College. In addition, the By-laws of the College state that the Board may, from time totime, designate any regular member who has served for at least twelve (12) years as a Life Trustee. ALife Trustee remains a Life Trustee until his or her death, removal, or resignation. Trustees, other than

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Life Trustees, are elected by the Board of Trustees for terms of not more than four (4) years, and are notto be elected to more than four (4) consecutive terms. A Trustee who anticipates an inability to attendBoard meetings or otherwise participate in the work of the Board for a period of greater than one yearmay be designated as an Inactive Trustee.

The Board of Trustees has final responsibility for the operation of the College, including theapproval of faculty appointments, the granting of diplomas and degrees, and the election of the Presidentof the College. The Board holds three regular meetings each year, including an annual meeting held inApril, May or June. It may also hold special meetings as necessary. The Committees of the Boardinclude the Executive Committee and standing committees for Academic Affairs, Audit and Assessment,Budget, Buildings and Grounds, Development, Investment, Student Affairs, and Trustees and TrusteeOrganization.

The current members of the Board and terms of office are as follows:

Name of Trustee Election Year Term Expires

Trish Fitzgibbons Anderson ‘80 2006 2010

Robert F. Austin '54 2003 2011

Elizabeth Ballantine 1980 Life Trustee

J. Robert Barr '57 1996 Life Trustee

Richard W. Booth '54 1982 Life Trustee

David B. Braman '75 2006 2010

Nordahl L. Brue '67 1996 Life Trustee

Carolyn Swartz Bucksbaum ‘51 1970 Life Trustee

Warren E. Buffett 1968 Life Trustee

Robert A. Burnett 1979 Life Trustee

Thomas R. Cech '70 1998 Inactive (2006)

John F. Egan '57 2002 2010

Vernon E. Faulconer '61 1984 Life Trustee

Laura M. Ferguson '90 2003 2011

Patricia Finkelman '80 1998 2010

Harold W. Fuson, Jr. '67 2004 2012

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Ronald T. Gault '62 1987 Life Trustee

I. Craig Henderson '63 2000 2012

Steve Holtze '68 2002 2010

Kihwan Kim '57 2003 2011

Clinton D. Korver '89 2001 2013

Todd C. Linden 2000 2012

Caroline H. Little '81 1996 2012

Fred A. Little Jr. '53 1976 Life Trustee

James H. Lowry '61 1969 Life Trustee

Charles T. Manatt 2009 2013

Paul A. McCulley ‘79 2009 2013

Susan Holden McCurry '71 2003 2011

Randall C. Morgan, Jr. '65 1993 Life Trustee

Robert C. Musser '62 1995 Life Trustee

Gregg Narber '68 2000 2012

Patricia Meyer Papper '50 1983 Life Trustee

John Roy Price '60 1970 Life Trustee

Paul G. Risser '61 2007 2011

Ronald B. H. Sandler '62 1983 Life Trustee

Penny Bender Sebring '64 1993 Life Trustee

Karen E. Shaff 2007 2011

M. Anne Spence '66 2001 2013

Lonabelle Kaplan Spencer ‘47 1993 Life Trustee

Joel R. Spiegel '78 2007 2011

Donald M. Stewart '59 1972 Life Trustee

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Jessie L. Ternberg '46 1984 Life Trustee

Barrett W. Thomas '97 2005 2013

Eric E. Whitaker '87 2008 2012

David P. White '90 1999 2011

Henry T. Wingate '69 2000 2012

Administrative Officers

The administrative officers of the College who are most directly involved in the financialoperation and general administration of the College are as follows:

Russell K. Osgood: President

Russell K. Osgood became the 12th President of Grinnell College on August 1, 1998. He alsoassumed the position of Professor of History and Political Science at that time. As President, Osgood isthe chief executive officer of the College and is charged with the administration and governance of theCollege. President Osgood graduated magna cum laude from Yale College in 1969 with exceptionaldistinction in history. He served in the U.S. Navy, then returned to the Yale Law School, edited the YaleLaw Review and received a J.D. degree in 1974. He entered private practice in Boston, became AssociateProfessor of Law at Boston University in 1978, and joined the faculty of the Cornell University School ofLaw in 1980, serving as editor of the Law and History Review. Osgood served as Alan R. Tessler Deanand Professor of Law at Cornell from 1988 until his appointment at Grinnell.

President Osgood is a Corresponding Member of the Massachusetts History Society. He is also amember of the Selden Society, the Stair Society, the Essex Institute, History of Essex County, Mass., theAmerican Society for Legal History, and the American Bar Association. Osgood’s scholarly workincludes books and articles in the areas of American legal history, employee benefits and pension law,and income taxation.

On May 4, 2009, President Osgood announced his intention to step down from his leadershipposition at the College, effective July 31, 2010.

Raynard S. Kington (Incoming President)

Raynard S. Kington, M.D., M.B.A., Ph.D., was named the 13th President of Grinnell College onFebruary 17, 2010 and will assume the role of President on August 1, 2010. As President, Kington willbe the chief executive officer of the College, charged with the administration and governance of theCollege. Dr. Kington completed a combined undergraduate-medical school program at the University ofMichigan, followed by a residency in internal medicine at Michael Reese Medical Center in Chicago. Hewas later appointed Robert Wood Johnson Clinical Scholar at the University of Pennsylvania, where healso earned M.B.A. and Ph.D. degrees from The Wharton School.

Dr. Kington currently serves as the deputy director of National Institutes of Health and is aleading scientific researcher on the role of social factors as determinants of health. During his time at

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National Institutes of Health, Dr. Kington has provided leadership, policy direction, and coordination ofNIH biomedical research and research training programs. Dr. Kington was elected to the Institute ofMedicine of the National Academy of Sciences in 2006, where he currently serves as chair of the Sectionon Administration of Health Services, Education and Research. Other broad based responsibilities haveincluded serving as associate director of NIH for Behavioral and Social Sciences Research, and acting asdirector of the National Institute on Alcohol Abuse and Alcoholism. Prior to his work at NIH, Dr.Kington was a division director at the Centers for Disease Control and Prevention, where he led theNational Health and Nutrition Examination Survey, one of the nation’s largest studies to assess the healthof the American people. He has also served as a senior scientist at the RAND Corporation and was theco-director of the Charles R. Drew University/RAND Center on Health and Aging. Dr. Kington has alsoserved as an assistant professor of medicine at UCLA and as a visiting associate professor of medicine atthe Johns Hopkins University School of Medicine.

David S. Clay: Treasurer of the College

David S. Clay is the Treasurer of Grinnell College, a position he has held since 1990. In thisposition he serves as the Chief Investment Officer (CIO), working closely with the Trustee InvestmentCommittee to manage the College’s investment assets. Clay is also responsible for the College’s debt andcash management activities. Effective July 1, 2009, the Board delegated the Treasurer’s responsibilitiesas Chief Financial Officer to Karen Voss, Vice President for Finance and Associate Treasurer, whoreports jointly to the Treasurer and the President of the College on finance matters.

Clay joined the College in 1986 as Controller. He was named Assistant Treasurer in 1988,Treasurer in 1990 and Vice President in 1994. During his tenure at the College he has also supervisednumerous administrative functions, including development, dining services, facilities management,human resources, information technology services, and security. Prior to joining the College, he spentfive years in public accounting.

Clay received a Bachelor of Business Administration with distinction from the University of Iowaand was elected a member of Beta Gamma Sigma. He is also a Certified Public Accountant and amember of the American Institute of Certified Public Accountants and the Iowa Society of CertifiedPublic Accountants. He serves on the advisory committees to several of the College’s portfolioinvestments. He also serves as Chair of the Investment Committee of the Claude W. and Dolly AhrensFoundation, a private family foundation.

Karen L. Voss: Vice President for Finance and Associate Treasurer

Karen L. Voss is the Vice President for Finance and Associate Treasurer of the College. In thisposition she serves as the Chief Financial Officer (CFO) of the College, supervising daily financialoperations, the accounting function, the development and administration of the College’s operating andcapital budgets, as well as compensation, benefits, insurance, and risk management. Voss works closelywith the Trustee Audit and Assessment, Budget, and Buildings and Grounds Committees and alsoprovides significant assistance to the Vice President for Institutional Planning. Ms. Voss has worked forthe College in a financial capacity since 1990. Voss was named Assistant Treasurer in 1993, AssociateTreasurer in 2004, and Vice President for Finance in 2009.

Voss has been involved in various campus and community committees during her tenure atGrinnell College. She has been an active participant in the development and implementation of theStrategic Plan for the College and previously served on the Committee on Core Values and the North

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Central Association Reaccreditation Steering Committee. Voss received a Bachelor of BusinessAdministration in accounting from the University of Iowa.

Paula V. Smith: Vice President for Academic Affairs and Dean of the College

Paula V. Smith was named Vice President for Academic Affairs and Dean of the College in 2008.In this position, Smith serves as Chief Academic Officer and is responsible for faculty appointments,departmental reviews, support of faculty scholarship, and academic program budgets. Smith, who joinedthe Grinnell faculty in 1987, is also a Professor of English and has served as chair of the Englishdepartment, on the faculty Executive Council, and on the Committee on Core Values. A Phi Beta Kappagraduate of Swarthmore College, Smith also earned M.A., M.F.A., and Ph.D. degrees from CornellUniversity. Smith is an award-winning poet and fiction writer, and recently received a writing fellowshipfrom the Virginia Center for the Creative Arts and a residency grant from the Ragdale Foundation. Herpublished work includes articles on early 20th-century authors, and her teaching focuses on the craft offiction and the modern novel.

Marci Sortor: Vice President of Institutional Planning and Associate Dean

Marci Sortor has served as the Vice President for Institutional Planning of the College since 2005.In this capacity she works with campus constituents on budget planning, campus and facilities planning,and the implementation of the Strategic Plan. She also works closely with the Audit and Assessment, theBudget, and the Buildings and Grounds Committees of the Board of Trustees. Ms. Sortor has been afaculty member in the history department at the College since 1989. In 2002, she joined the office of theVice President of Academic Affairs as Associate Dean to assist in the Expanding Knowledge Initiative ofthe Strategic Plan. Sortor earned B.A., M.A., and Ph.D. degrees from the University of California, SanDiego. She periodically teaches history courses and continues her scholarly research on immigration, themarket economy, and social networks in late medieval cities.

Mickey Munley: Vice President for College and Alumni Relations

Mickey Munley is the Vice President for College and Alumni Relations, a position he has heldsince 2005. Munley oversees the College’s fundraising, alumni relations, and external promotion efforts.Munley joined the College in 1993 as the Director of Annual Giving and became the Director of PublicRelations in 1999 and the Vice President for Communication in 2001. Munley is a graduate of GrinnellCollege and also earned a Master of Business Administration from the University of Iowa.

Christopher "Seth" Allen: Dean of Admission and Financial Aid

Seth Allen has served as the Dean of Admission and Financial Aid of the College since 2007.Prior to joining Grinnell, Allen served as an admission counselor, assistant director, and associate directorin the Office of Undergraduate Admissions at Johns Hopkins University. In 1999, following his serviceto Johns Hopkins University, Allen moved to Carlisle, Pennsylvania to become the Dean of Admissionfor Dickinson College. In 2005, Allen was selected to serve on the Board of Directors of The CommonApplication, and served as president of that organization for the 2008-09 academic year. Allen holds abachelor’s degree and a master’s degree from Johns Hopkins University.

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Other Administrative Employees

In addition to the administrative officers listed above, the College employs 154 full-time and 8part-time administrative and professional staff (including physical education and library staff) and 234full-time and 28 part-time support staff (including dining and facilities management).

ACADEMIC MATTERS

Faculty

As articulated in the core values of the College, the faculty holds “excellent teaching as thehighest priority” and is committed to “active scholarship in traditional and interdisciplinary fields.” Thestudent-faculty ratio of approximately 10 to 1 demonstrates the commitment of the College to a highlypersonalized education. The table set forth below lists the full-time faculty and percent of tenured facultyfor academic years 2004-05 through 2008-09. Full-time faculty is defined as instructional/research staffemployed full-time and whose primary assignment is instruction, as determined by the AmericanAssociation of University Professors.

AcademicYear

Number ofFull-time Faculty

% of FacultyTenured

2004-05 143 65.0%2005-06 149 61.1%2006-07 147 62.6%2007-08 149 61.1%

2008-09 148 61.4%

Programs & Degree Offerings

Grinnell College encourages its students to pursue a broad course of studies, enabling them todraw from a variety of disciplinary approaches. To that end, Grinnell encourages students to work closelywith an academic advisor to design a one-of-a-kind liberal arts curriculum that speaks to their individualinterests, goals, abilities and weaknesses. The College distributes its academic departments within thehumanities, science and social science divisions. For students graduating in academic years 2004-05through 2008-09, 32.5% of all majors declared were within the humanities division, 33.5% of all majorsdeclared were within the science division, 32.1% of all majors declared were within the social sciencedivision, and 1.9% chose an independent major.

The academic advising relationship, small classes, and interactive teaching emphasizing inquiry-based learning distinguish the Grinnell College education. In 1999 the College established the MentoredAdvanced Project (MAP) program, a program that enables a student to work closely with one facultymember on an approved course of faculty-directed scholarly work, oftentimes as the capstone project ofan academic major or concentration. The College also recognizes that students’ academic programs maybe enriched by studies elsewhere during part of their undergraduate careers; thus more than 70 off-campus study programs are offered.

The Grinnell College libraries, including the Burling Library, the Kistle Science Library, and theMusic Library, facilitate the nexus between interdisciplinary study and inquiry-based learning at Grinnell

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College. These libraries hold more than one million books and government documents, nearly 25,000serials, more than 32,000 audiovisual units and approximately 8,000 e-books. The College also maintainsmany distinguished programs and centers of study, including the Center for Prairie Studies, the Center forHumanities, the Center for International Studies, the Noun Program in Women’s Studies, the PeaceStudies Program, the Rosenfield Public Affairs Program, and the Donald L. Wilson Program in Enterpriseand Leadership. In addition, the College provides academic support labs for reading, math, sciencelearning, writing, and library research.

The College confers a Bachelor of Arts degree (arts and sciences curricula) to its graduatingstudents and maintains a two-semester academic year beginning in late August and ending in mid-May.

STUDENT INFORMATION

Admission to Grinnell is highly selective. The criteria for admission were adopted by facultyvote and reflect a set of coherent admission policies that are closely matched with the College’s missionand objectives. The criteria include scholastic performance (academic work and standardized test results)and the promise of a contribution to and a potential benefit from the College community. The Collegeselects students for admission without regard to their ability to pay.

First-time, Full-time Students

The following tables set forth various admission statistics for Grinnell’s first-time, full-timestudents.

Admission data for the Class of 2013 (entering in fall 2009) shows application levels at near-historic highs and the lowest first-year admitted rate in College history.

Demand Data

FallNumber ofApplications

NumberAdmitted

PercentAdmitted

NumberMatriculated

PercentMatriculated

2005 3730 1398 37.5% 387 27.7%2006 3703 1401 37.8% 405 28.9%2007 3777 1534 40.6% 427 27.8%2008 3888 1383 35.6% 464 33.5%2009 3809 1108 29.1% 378 34.1%

The following table shows the average SAT scores, ACT scores, and class rank for Grinnellstudents over the past five years. For fall 2009, the College matriculated 20 National Merit finalists.

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Average SAT/ACT Scores and Class Rank

FallSATCritical Thinking

SATMath

SATCombined ACT

Top 10%Of Class

2005 686 677 1363 30.3 72%2006 672 664 1336 30.5 64%2007 669 670 1339 30.2 66%2008 669 662 1331 30.1 64%2009 660 665 1325 30.0 65%

For fall 2009, 97 US students of color enrolled (26% of the first-year class). The entering classfor fall 2009 also included 48 international students, or 13% of the class. As articulated in the StrategicPlan, this will move Grinnell forward as a more diverse community.

Ethnic Composition of Students

FallAfrican-American

Asian-American Latino

NativeAmerican

Total U.S.Students of Color Int’l

2005 22 30 27 79 392006 22 31 23 2 78 312007 22 34 27 3 86 582008 29 36 38 2 105 502009 29 29 29 10 97 48

Colleges to which Grinnell-admitted students also submitted applications are listed in thefollowing table in order of magnitude of overlap as provided by admitted student questionnaires compiledby the College Board (fall 2008). Over the past 10 years, Carleton, Macalester and Oberlin haveconsistently appeared in the top five.

Competition for Students Based on Cross-Applications

College Cross Application Ranking

Carleton College, MN 1Macalester College, MN 2Oberlin College, OH 3Washington University, MO 4Kenyon College, OH 5

Total Enrollment

As shown below, actual enrollment has increased more than 5.9% over the past five years from1558 students for fall 2005 to 1651 students for fall 2009. This increased enrollment demonstrates theachievement of one of the primary goals set forth in the Strategic Plan - to maintain an enrollment ofapproximately 1500 on campus and 110 in off campus study programs each semester.

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Enrollment

Fall On-Campus Off-Campus Study Total

2005 1455 103 15582006 1434 136 157020072008

15231529

112128

16351657

2009 1531 120 1651

The following table shows the geographical distribution of all students enrolled for fall 2009.Historically, the College has recruited less than 50% of its students from the Midwest. The student bodyfor fall 2009 represented 50 states, the District of Columbia and 59 foreign countries.

Geographic Distribution

Ranking

Illinois 1 13.6%Iowa 2 12.6%International 3 11.3%Minnesota 4 7.4%California 5 5.7%New York 6 4.2%Missouri 7 3.4%Texas 8 3.4%Wisconsin 9 3.0%Washington 10 2.3%

The retention rate for freshman-to-sophomore year as reported for fall 2009 was 95%. Over thepast five years, the rate has averaged 93%. In addition, over the most recent five-year period, the averagerate for students graduating within five years was 87%.

Retention Rates

FallRetentionRate

Five-YearGraduation Rate

2005 92% 89%2006 92% 85%20072008

94%94%

85%83%

2009 95% 87%

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COMPREHENSIVE FEES & FINANCIAL AID

Comprehensive Fees

Beginning in the fall 2007 semester, Grinnell implemented a phased tuition adjustment to moreclosely align Grinnell’s tuition with the cost of the undergraduate educational experience. Tuition andfees, net of scholarships and grants, currently cover approximately 27% of the actual educational costs.The table below sets forth the comprehensive fee structure for academic years 2004-05 through 2009-10.

Tuition, Mandatory Fees, Room & Board

AcademicYear Tuition ($)

MandatoryFees ($)

Total Tuition/Fees ($)

Room/Board ($)

ComprehensiveFee ($)

2004-05 25,406 414 25,820 6,870 32,6902005-06 27,060 444 27,504 7,310 34,8142006-07 28,566 464 29,030 7,700 36,7302007-08* 33,910 482 34,392 8,030 42,4222008-09* 34,932 496 35,428 8,272 43,7002009-10* 35,976 500 36,476 8,536 45,012

* A tuition adjustment of $4,200 took effect in August of 2007 for those who entered as first-yearstudents and applied to entering first-year students in subsequent years. Beginning in academic year2010-11, all students will pay the same comprehensive fee.

Financial Aid

Grinnell has a longstanding commitment to need-blind admission and to meeting the fulldemonstrated need of admitted domestic students. As such, the College admits qualified students withoutregard to their ability to pay and meets 100% of the demonstrated need for all admitted domestic studentsthrough their four years at Grinnell (and increases need-based awards as tuition, fees and other costsincrease). The College is also moving to meet the full demonstrated need of select international studentswho historically were eligible to receive an aid package covering up to 85% of their need.

The following table sets forth the scholarships and grants provided to students from fiscal year2005 through fiscal year 2009. Over this timeframe, scholarships and grants will have increased 58%while unrestricted support will have increased 65%. The percentage of students receiving scholarshipsand grants in fiscal year 2009 was 87.0%. The average grant award was higher than previous years, dueto the implementation of the recently approved need-based loan cap program, as further described below.

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Scholarships and Grants($ in thousands)

FiscalYear

UnrestrictedSources ($)

RestrictedSources ($)

FederalSources ($) Total ($) Discount Rate

2005 14,839 4,071 668 19,578 50.7%2006 16,670 4,327 630 21,627 51.8%2007 17,881 4,593 747 23,221 52.4%2008 20,232 4,960 856 26,048 52.0%2009 24,506 5,381 1,049 30,936 57.0%

The College is focused on reducing the amount of debt incurred by students. Beginning with the2008-09 academic year and continuing for 2009-10, the College caps the amount of awarded need-basedloans for eligible students at $2,000. In addition, Grinnell has annually reduced student debt forgraduating seniors based upon a number of factors through the use of a loan reduction policy.Institutional funds are utilized and, as part of the culture of alumni support, the College raises specificfunds from alumni to augment those institutional funds.

Also, in an effort to encourage students’ experiential and educational opportunities, beginning inthe 2008-09 academic year, students receiving need-based financial aid may devote one summer to eitheran approved sponsored internship or summer research at the College. In return, the expected summerearning contribution of $2,500 is eliminated for that summer only. Finally, for first-time students whoentered Grinnell in the fall of 2007 or later and who are receiving non-need-based aid, the College isindexing the merit aid award at the same percentage as any comprehensive fee increase, provided that thestudent remains in good standing and fulfills the academic standards of the merit award.

DEVELOPMENT & FUNDRAISING

The Office of College and Alumni Relations (CAR) oversees the College’s external promotionefforts, alumni relations, and fundraising. Fundraising is conducted through special events, contacts withalumni, parents, trustees and friends of the College, and planned giving efforts. The recent purchase of anew database program and prospect screening software will enhance the services CAR provides to itsconstituents. The tables below summarize alumni and total giving including government grants for fiscalyear 2005 through fiscal year 2009. For the first six months of fiscal year 2010, total gifts amounted to$14.7 million, including $11.6 million in capital gifts and $3.1 million in gifts to operations.

Alumni Giving

FiscalYear

Number ofAlumni

% of AlumniSolicited

Donors as% of Solicited

Donors as% of Total

AverageGift ($)

2005 19,411 96% 36% 35% 8262006 19,462 96% 37% 36% 73720072008

19,20719,406

96%96%

38%38%

37%36%

9941011

2009 19,516 95% 35% 33% 483

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Total Giving($ in thousands)

FiscalYear Operating ($)* Capital ($)** Total Giving ($)

2005 4,372 5,536 9,9082006 5,445 4,870 10,31520072008

5,1126,138

8,3327,028

13,44413,166

2009 6,039 2,282 8,3212010*** 3,102 11,558 14,660

*Unrestricted and restricted operating gifts**Gifts to endowment, annuity, plant and loan funds***Represents giving for the first six months of fiscal year 2010

FINANCIAL MATTERS

The College is committed to the goal set forth in the Strategic Plan of improving fiscal balanceand stability. The following summaries and discussions should be read in conjunction with the financialstatements as of and for the years ended June 30, 2009 and 2008 and the independent auditors’ reportincluded in Appendix B of the Official Statement. Unless otherwise specifically stated herein, the sourceof the information contained in this "Financial Matters" section and in each subsection hereunder is theTreasurer of the College.

The College has consistently taken a conservative approach to budget and finance matters.Despite the challenging economic environment, Grinnell closed fiscal year 2009 with a budget surplus of$3.3 million, and a carry-forward unrestricted operating surplus of $4.2 million. The College is operatingwell within budget parameters for fiscal year 2010 and as of December 31, 2009 estimates the operatingsurplus has increased an additional $2.6 million. For the first six months of fiscal year 2010, total gifts tothe College amounted to $14.7 million, including $11.6 million in capital gifts and $3.1 million in gifts tooperations, as compared to $8.3 million in total gifts for all of fiscal year 2009. Since the end of fiscalyear 2009, the College has experienced some recovery in the value of its investment assets. Collegeadministration estimates that investment assets approximate $1,353.6 million as of December 31, 2009, ofwhich endowment funds represent approximately $1,228.7 million and the reserve fund representsapproximately $76.1 million. Although the valuation of non-marketable assets is not final, the College’sadministration currently estimates that the fiscal year-to-date return on the endowment fund is 14% to18% as of December 31, 2009.

Accounting & Reporting Policies

The College maintains its internal accounts in accordance with the principles of fund accounting.Resources for various purposes are classified into funds that are in accordance with the activities orobjectives specified by donors. Separate accounts are maintained for each fund. Internal reports areprepared on a fund accounting basis. For external reporting purposes, however, the College has adoptedStatement of Financial Accounting Standards No. 117, Financial Statements for Not-For-ProfitOrganizations, which requires resources to be classified for reporting purposes into three net asset

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categories (permanently restricted, temporarily restricted or unrestricted) according to the existence orabsence of donor-imposed restrictions, as referenced in Note 1 to the Financial Statements in Appendix B.

Select Financial Information

As of June 30, 2009, the assets of the College totaled $1.45 billion. Investments in combinationwith property and equipment constituted over 99% of the College’s assets and 73% of the College’s netassets were unrestricted. The state of Iowa adopted the Iowa Uniform Prudent Management ofInstitutional Funds Act (IUPMIFA) in 2008. In connection with the adoption of IUPMIFA, during fiscalyear 2009 the College implemented FASB Staff Position No. 117-1 (FSP No. 117-1) which providesguidance on net asset classification of donor-restricted endowment funds for not-for-profit organizations.As a result of the adoption of FSP No. 117-1, the College has reinstated purpose restrictions for amountspreviously released but not appropriated for expenditure, and has reclassified approximately $386 millionof net assets from unrestricted to temporarily restricted.

The liabilities of the College are described in further detail below in this Appendix A under thesection entitled “Outstanding Indebtedness & Other Material Liabilities.”

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Set forth below is a table of select comparative financial results (in thousands) for the past threefiscal years.

FY 2007 FY 2008 FY 2009STATEMENT OF FINANCIAL POSITION ($) ($) ($)

AssetsInvestments 1,799,931 1,617,465 1,197,612Property and equipment 213,396 221,376 239,645

LiabilitiesAccrued payroll and fringe benefits 14,034 13,624 16,093Bonds payable 50,000 110,000 110,000

Net AssetsUnrestricted 1,845,299 1,612,461 946,655*Temporarily restricted 9,563 8,578 267,862*Permanently restricted 83,187 85,585 88,604

STATEMENT OF ACTIVITIES (Operating Activity)

Revenues, gains and other supportTuition and fees 44,582 50,200 54,415Grants and scholarships (23,221) (26,048) (30,936)

Net tuition and fees 21,361 24,152 23,479Endowment spending distribution 50,795 56,110 43,033

Expenses and losses:Instruction 29,649 33,190 35,267Academic support 11,055 11,637 11,894Student services 15,512 16,418 16,943Institutional support 12,710 14,092 15,565Auxiliary enterprises 12,427 13,597 14,349

Total operating expenses 81,353 88,934 94,018

FOOTNOTES

InvestmentsShort-term investments 104,607 63,881 81,292US govt/agency bonds/notes 57,105 113,736 48,801Corporate and other bonds 20,458 10,320 26,426Marketable equity interests 889,141 750,539 455,183Non-marketable equity and limitedpartnership and similar non-marketable equityinterests

725,072 674,635 584,539

Other 3,548 4,354 1,371Total investments 1,799,931 1,617,465 1,197,612

Property and equipmentLand and improvements 10,259 10,332 10,880Buildings and improvements 203,334 251,313 253,561Equipment and furnishings 56,468 60,021 61,279Construction in process 44,324 10,871 35,166Accumulated depreciation (100,989) (111,161) (121,241)

Total property and equipment 213,396 221,376 239,645*Impact of IUPMIFA

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BUDGET

Grinnell’s annual operating budget is developed in an iterative fashion by the on-campus BudgetSteering Committee comprised of faculty, administrators and students and the Trustee Budget Committee.The College regularly reports to the Board of Trustees about the status of the current year budget. TheCollege’s annual budget process includes discussion regarding planning for and funding of strategicinitiatives and capital projects.

The College’s annual budget as approved by the Board of Trustees anticipates that the budget willclose each fiscal year in a balanced manner. The College has closed each of the past three fiscal yearswith an operating surplus.

The Audit and Assessment Committee, as part of the fiscal year closing process and theCommittee’s acceptance of audited results, meets in executive session with the external auditors andreviews a reconciliation of audited operating results and the College’s expenditure-based budget results.

Grinnell College has consistently taken a conservative approach to budget and finance matters.The global economic disruption that began in 2007 underscores the need for the College to continuecautiously with budget planning. Beginning in fiscal year 2009, the College began to slow, defer, orreduce certain expenditures for the year, including the deferral of all new capital building projects. Theseefforts led to a fiscal year 2009 budget surplus of $3.3 million and a carry-forward unrestricted operatingsurplus of $4.2 million. The College is also operating well within budget parameters for fiscal year 2010and as of December 31, 2009 estimates the operating surplus has increased an additional $2.6 million.The College benefits from a conservative Endowment Spending Policy, as described below, which doesnot allocate 100% of annual endowment spending to operations, thereby resulting in a separate reservefund. The College will be guided in developing budgets for the coming years by the priorities set forth inthe Strategic Plan. Grinnell intends to maintain its commitment to need-blind admission and to meetingthe full demonstrated need of admitted domestic students, including recent initiatives to reduce theamount of debt incurred by students.

Endowment Spending

The College’s Endowment Spending Policy was last reviewed and reaffirmed by the Board ofTrustees in April 2008. In April 2004, the spending rate transitioned from 4.50% (fiscal year 2004 andprior) to 4.25% (fiscal years 2005 and 2006) to 4.00% (fiscal year 2007 and thereafter)).

The Endowment Spending Policy contemplates a distribution calculated as 4.00% of the 12-quarter moving average endowment market value determined annually as of the December 31immediately prior to the beginning of the fiscal year. The endowment distribution is then allocatedannually between the College’s operating budget and a reserve fund. Factors that determine the allocationbetween operations and the reserve fund include revenue balance, expenditure discipline, facilityrequirements (including debt service), and strategic initiatives. Also, the Endowment Spending Policystates that the allocation to the operating budget shall not increase or decrease by more than 5% of theprior year’s budget allocation.

However, in further response to an uncertain economic environment as well as endowmentdeclines, effective July 1, 2008, the allocation to the reserve fund was suspended, eliminating the reserveallocation for fiscal years 2009 and 2010. The endowment distribution percentage for 2009 and 2010 was2.92% and 2.80%, respectively. The College also reduced the budget allocation for fiscal year 2010 by

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5% as compared to fiscal year 2009 (the maximum decrease allowed under the Endowment SpendingPolicy). As of June 30, 2009 the reserve fund totaled $61.5 million.

Approximately 50% of the College’s operating budget is supported by endowment spending. Thetable below sets forth the endowment payout rate and allocation of spending for fiscal years 2005 through2010.

Endowment Spending Distribution($ in thousands)

Fiscal Year Operating ($) Reserve ($)TotalDistribution ($) Distribution %

2005 31,100 14,300 45,400 4.25%2006 32,655 16,500 49,155 4.25%2007 34,495 16,300 50,795 4.00%20082009*

36,41043,033

19,7000

56,11043,033

4.00%2.92%

2010* 40,881 0 40,881 2.80%

* Reserve allocation suspended

Investments

The Grinnell College Board of Trustees has delegated investment responsibility to its InvestmentCommittee via Article VII of the By-Laws. In addition, Article VII identifies eligible investments anddirects the Investment Committee to establish both short-term and long-term investment strategies. Itfurther states that investments may be made on behalf of the College either by the Investment Committeeor its delegated members, the Treasurer, or by independent investment managers selected by theInvestment Committee.

The Investment Committee currently consists of six members and operates pursuant to theInvestment Policy last approved by the Board of Trustees in February of 2008. This policy includesmeeting requirements, articulates the College’s commitment to socially-responsible investment, andestablishes investment objectives based upon the unique attributes of three broad investment categories.The endowment funds of the College are to be invested to ensure the long-term growth of capital, in orderto provide predictable and stable financial support of the College and its mission. Operating funds consistof the financial resources available to satisfy the College’s daily cash requirements (including facilitiesreplacement and debt repayment), and are invested to provide safety of principal, to maintain liquidity tomatch expected liabilities, and to generate a reasonable return. Annuity funds represent assets transferredto the College subject to life income interests and for which the College serves as trustee. Annuity fundsare invested to preserve and protect these assets by earning a total return appropriate to each individualannuity vehicle.

Investment assets as of June 30, 2009 totaled $1,197.6 million, of which endowment fundsrepresented $1,076.2 million. The asset allocation for the College’s investment funds is as follows:

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Asset Allocation

Cash/Fixed 13.1%Marketable Equities

US 23.7%Non-US 14.3%

AlternativesMarketable* 16.3%Non-Marketable**

Total 100.0%

* Includes equity, credit and macro strategies with underlying marketable securities.**Includes private equity, venture capital, private real estate and distressed strategies.

The change in the endowment value over the five-year period ending with fiscal year 2009 issummarized in the table below.

Change in Endowment Value($ in thousands)

FiscalYear End

Market Value ofEndowment ($) Net Growth ($) * %

2005 1,390,545 98,764 7.6%2006 1,471,804 81,259 5.8%20072008

1,718,3131,472,448

246,509(245,865)

16.7%-14.3%

20092010**

1,076,2491,228,689

(396,199)152,440

-26.9%14.2%

*Net growth includes endowment return, gifts to endowment, endowment spending and otheradditions and transfers.**Represents market value of endowment as of December 31, 2009, including $231.0 million inpartnership interests valued as of September 30, 2009.

The College’s endowment fund performance as of June 30, 2009 is set forth below.

Endowment Performance (net of fees)

Rates of Return (%)1 Year 5 Year 8 Year 9 Year 10 Year 15 Year

Total -24.0 -0.4 4.3 6.3 4.3 10.3S&P 500 -26.2 -2.2 -1.7 -3.2 -2.2 6.9

Since the end of fiscal year 2009, the College has experienced some recovery in the value of itsinvestment assets. College administration estimates that investment assets approximate $1,353.6 millionas of December 31, 2009, of which endowment funds represent approximately $1,228.7 million. As of

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that date, the reserve fund totals $76.1 million. Operating funds, bond proceeds, and annuity funds total$19.5 million, $11.6 million and $17.6 million, respectively. Although the valuation of non-marketableassets is not final, the College’s administration currently estimates that the fiscal year-to-date return onthe endowment fund is 14% to 18% as of December 31, 2009. Pursuant to Statement of FinancialAccounting Standards No. 157, Fair Value Measurements (SFAS No. 157), as of December 31, 2009, theCollege held $707.4 million in Level 1 investments, $0 in Level 2 investments, and $646.2 million inLevel 3 investments. (Please see Note 2 to the Financial Statements in Appendix B for an explanation ofthe three investment categories under SFAS No. 157). The College continues to take various steps tomanage its liquidity.

LITIGATION & INSURANCE

The College

No litigation, proceedings or investigations are pending or, to the knowledge of the College,threatened against the College or its officers or property except litigation, proceedings or investigationsbeing defended by or on behalf of the College for which the probable ultimate recoveries and theestimated costs and expenses of defense, in the opinion of administration of the College and counsel tothe College responsible therefore, will be entirely within the College's applicable self-insurance andinsurance policy limits (including primary and excess insurance policies and subject to applicabledeductibles and self-insured retentions), or will not have a material adverse effect on the operations orcondition, financial or otherwise, of the College. No litigation, investigations or proceedings are nowpending or, to the College's knowledge, threatened against the College which would in any mannerchallenge or adversely affect the corporate existence or powers of the College to enter into and carry outthe transactions described in or contemplated by, or the execution, delivery, validity or performance bythe College of, the Loan Agreement, or the status of the College as a tax-exempt organization.

Liability Insurance

The College currently has various insurance policies including an excess liability umbrella policywith a $35,000,000 aggregate limit, and property blanket coverage in the amount of $285,800,000 forbuildings and $14,800,000 for personal property. The College maintains builders’ risk insurance forprojects under construction, in the amount of $32,700,000 for the natatorium and $37,300,000 for thefield house. The College also carries educator’s legal liability coverage in the amount of $25,000,000 andvaluable papers and records coverage in the amount of $80,900,000.

OUTSTANDING INDEBTEDNESS & OTHER MATERIAL LIABILITIES

As of June 30, 2009, the College’s outstanding debt totaled $110,000,000. On December 13,2001 and June 26, 2008, the Iowa Higher Education Loan Authority issued $50,000,000 (the “Series 2001Bonds”) and $60,000,000 (the “Series 2008 Bonds”), respectively, of Private College Facility VariableRate Demand Revenue Bonds on behalf of the College. See Note 9 to the Financial Statements inAppendix B. Following the refunding and reissuance described by this Official Statement, the College’soutstanding debt will total $118,905,000. Principal is due in a bullet maturity on June 1, 2023 for theSeries 2008 bonds, and in serial maturities over a 10-year period ending on December 1, 2020 withrespect to the 2010 Bonds.

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The College sponsors a postretirement health care plan for all employees that meet eligibilityrequirements. The plan is contributory, with retiree contributions that are adjustable annually based onvarious factors, some of which are discretionary. The liability as of June 30, 2009 is $12,538,000. SeeNote 6 to the Financial Statements in Appendix B.

B-1

APPENDIX B

REPORT OF INDEPENDENT AUDITORS AND AUDITED FINANCIALSTATEMENTS OF GRINNELL COLLEGE AS OF AND FOR THE

YEARS ENDED JUNE 30, 2008 AND JUNE 30, 2009

(THIS PAGE LEFT BLANK INTENTIONALLY)

TRUSTEES OF GRINNELL COLLEGE

TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS’ REPORT 1

FINANCIAL STATEMENTS:

Statements of Financial Position 2 Statements of Activities 3-4 Statements of Cash Flows 5 Notes to Financial Statements 6-19

INDEPENDENT AUDITORS’ REPORT

Trustees of Grinnell College Grinnell, Iowa

We have audited the accompanying statements of financial position of Trustees of Grinnell College (the “College”) as of June 30, 2009 and 2008, and the related statements of activities and cash flows for the years then ended. These financial statements are the responsibility of the management of the College. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the College’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the College, as of June 30, 2009 and 2008, and the changes in its net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Notes 1 and 2 to the financial statements, the financial statements include investments valued at $586.5 million (40% of total assets) and $688.9 million (37% of total assets) as of June 30, 2009 and 2008, respectively, whose fair values have been estimated by management in the absence of readily determinable fair values. Management's estimates are based on information provided by the general partners or partnership valuation committees. As discussed in Note 1 to the financial statements, the College adopted Staff Position No. 117-1, Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and Enhanced Disclosures for All Endowment Funds, during the year ended June 30, 2009.

October 29, 2009

Deloitte & Touche LLP Capital Square 400 Locust Street, Suite 740 Des Moines, Iowa 50309-2331 USA Tel: +1 515 288 1200 Fax: +1 515 288 7801 www.deloitte.com

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TRUSTEES OF GRINNELL COLLEGE

STATEMENTS OF FINANCIAL POSITIONJUNE 30, 2009 AND 2008(Dollars in Thousands)

ASSETS 2009 2008

Cash and cash equivalents 1,306$ 1,588$ Accounts receivable, less allowance for doubtful accounts of $127 in 2009 and $126 in 2008 417 442 Inventories and prepaid expenses 2,952 2,898 Loans to students, less allowance for doubtful loans of $312 in 2009 and $296 in 2008 7,887 7,795 Investments (Note 2) 1,197,612 1,617,465 Property and equipment, net (Note 4) 239,645 221,376

Total assets 1,449,819$ 1,851,564$

LIABILITIES AND NET ASSETS

LIABILITIES: Accounts payable 5,732$ 3,938$ Accrued payroll and fringe benefits (Note 6) 16,093 13,624 Deferred revenue and deposits 3,547 4,088 Annuities payable 7,779 9,733 Funds held in trust for others 1,042 1,069 Bonds payable (Note 9) 110,000 110,000 United States government grants refundable 2,505 2,488

Total liabilities 146,698 144,940

COMMITMENTS AND CONTINGENCIES (Notes 2 and 4)

NET ASSETS: Unrestricted (Note 10) 946,655 1,612,461 Temporarily restricted (Note 7) 267,862 8,578 Permanently restricted (Note 7) 88,604 85,585

Total net assets 1,303,121 1,706,624

Total liabilities and net assets 1,449,819$ 1,851,564$

See notes to financial statements.

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TRUSTEES OF GRINNELL COLLEGE

STATEMENT OF ACTIVITIESFOR THE YEAR ENDED JUNE 30, 2009(Dollars in Thousands)

Temporarily PermanentlyUnrestricted Restricted Restricted Total

OPERATING ACTIVITY: Revenue, gains and other support: Tuition and fees 54,415$ - $ - $ 54,415$ Grants and scholarships (30,936) - - (30,936) Net tuition and fees 23,479 - - 23,479

Government grants and contracts - 1,579 - 1,579 Private gifts and grants 2,302 2,158 - 4,460 Net realized and unrealized losses on investments (1) - - (1) Investment income 116 - - 116 Auxiliary income 12,791 - - 12,791 Other 645 2 - 647 Net operating revenues 39,332 3,739 - 43,071

Endowment spending distribution 43,033 - - 43,033 Net assets released from restrictions 3,610 (3,566) - 44 Net resources funding operations 85,975 173 - 86,148

Expenses and losses: Instruction 35,267 - - 35,267 Academic support 11,894 - - 11,894 Student services 16,943 - - 16,943 Institutional support 15,565 - - 15,565 Auxiliary enterprises 14,349 - - 14,349 Total operating expenses 94,018 - - 94,018

Change in net assets from operating activity (8,043) 173 - (7,870)

NON-OPERATING ACTIVITY: Private gifts and grants 642 899 741 2,282 Net realized and unrealized losses on investments (251,688) (116,373) (1,361) (369,422) Investment income 10,145 3,440 1,886 15,471 Endowment spending distribution (43,033) - - (43,033) Net assets released from restrictions 13,934 (14,453) 475 (44) Change in value of split interest agreements - 85 1,278 1,363 Loss on disposal of property and equipment (57) - - (57) Change in accumulated post retirement benefit obligation (2,193) - - (2,193)

Change in net assets from non-operating activity (272,250) (126,402) 3,019 (395,633)

Cumulative effect of change in accounting principle (Notes 1 and 3) (385,513) 385,513 - -

TOTAL CHANGE IN NET ASSETS (665,806) 259,284 3,019 (403,503)

NET ASSETS AT BEGINNING OF YEAR 1,612,461 8,578 85,585 1,706,624

NET ASSETS AT END OF YEAR 946,655$ 267,862$ 88,604$ 1,303,121$

See notes to financial statements.

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TRUSTEES OF GRINNELL COLLEGE

STATEMENT OF ACTIVITIESFOR THE YEAR ENDED JUNE 30, 2008(Dollars in Thousands)

Temporarily PermanentlyUnrestricted Restricted Restricted Total

OPERATING ACTIVITY: Revenue, gains and other support: Tuition and fees 50,200$ - $ - $ 50,200$ Grants and scholarships (26,048) - - (26,048) Net tuition and fees 24,152 - - 24,152

Government grants and contracts - 1,235 - 1,235 Private gifts and grants 2,689 2,214 - 4,903 Net realized and unrealized losses on investments (3) - - (3) Investment income 602 - - 602 Auxiliary income 12,034 - - 12,034 Other 657 1 - 658 Net operating revenues 40,131 3,450 - 43,581

Endowment spending distribution 56,110 - - 56,110 Net assets released from restrictions 2,990 (2,994) - (4) Net resources funding operations 99,231 456 - 99,687

Expenses and losses: Instruction 33,190 - - 33,190 Academic support 11,637 - - 11,637 Student services 16,418 - - 16,418 Institutional support 14,092 - - 14,092 Auxiliary enterprises 13,597 - - 13,597 Total operating expenses 88,934 - - 88,934

Change in net assets from operating activity 10,297 456 - 10,753

NON-OPERATING ACTIVITY: Private gifts and grants 839 2,447 3,742 7,028 Net realized and unrealized losses on investments (223,733) (584) (969) (225,286) Investment income 32,080 7 1,276 33,363 Endowment spending distribution (56,110) - - (56,110) Net assets released from restrictions 2,541 (3,159) 622 4 Change in value of split interest agreements - (152) (2,273) (2,425) Loss on disposal of property and equipment (267) - - (267) Change in accumulated post retirement benefit obligation 1,800 - - 1,800

Change in net assets from non-operating activity (242,850) (1,441) 2,398 (241,893)

Cumulative effect of a change in accounting principle (Note 6) (285) - - (285)

TOTAL CHANGE IN NET ASSETS (232,838) (985) 2,398 (231,425)

NET ASSETS AT BEGINNING OF YEAR 1,845,299 9,563 83,187 1,938,049

NET ASSETS AT END OF YEAR 1,612,461$ 8,578$ 85,585$ 1,706,624$

See notes to financial statements.

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TRUSTEES OF GRINNELL COLLEGE

STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED JUNE 30, 2009 AND 2008(Dollars in Thousands)

2009 2008CASH FLOWS FROM OPERATING ACTIVITIES: Change in net assets (403,503)$ (231,425)$ Adjustments to reconcile change in net assets to net cash flows from operating activities: Cumulative effect of change in accounting principle - 285 Depreciation 10,328 10,492 Net realized and unrealized loss on investments 369,773 225,520 Provision for recoveries of losses 20 (12) Loss on disposal of property and equipment 24 255 Restricted contributions (5,377) (9,638) Restricted investment income (5,326) (1,283) Actuarial (gain)/loss on annuities payable (1,363) 2,425 Change in assets and liabilities: Accounts receivable 22 206 Inventories and prepaid expenses 83 (216) Accounts payable and accrued liabilities 1,986 (2,645) Funds held in trust for others (27) 1,006 Deferred revenue and deposits (541) (705) Net cash flows used in operating activities (33,901) (5,735)

CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (26,377) (20,641) Disbursements of loans to students (1,060) (1,498) Principal payments received on loans to students 951 1,022 Purchases of investments (349,367) (480,743) Proceeds from sales of property and equipment 33 12 Proceeds from sales and maturities of investments 399,447 437,689 Net cash flows provided by (used in) investing activities 23,627 (64,159)

CASH FLOWS FROM FINANCING ACTIVITIES: Restricted contributions 5,377 9,638 Restricted investment income 5,326 1,283 Change in United States government grants refundable 17 (55) Payments on annuities payable (591) (568) Proceeds from issuance of bonds - 60,000 Payments of bond issuance costs (137) (379) Net cash flows provided by financing activities 9,992 69,919

NET CHANGE IN CASH AND CASH EQUIVALENTS (282) 25

CASH AND CASH EQUIVALENTS: BEGINNING OF YEAR 1,588 1,563

END OF YEAR 1,306$ 1,588$

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest 1,424$ 1,536$

Amounts included in year end accounts payable for the purchase of property and equipment 3,835$ 1,558$

See notes to financial statements.

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TRUSTEES OF GRINNELL COLLEGE

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2009 AND 2008 (Dollars in Thousands)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations - Trustees of Grinnell College (the “College”) is a liberal arts institution in Grinnell, Iowa. The College is accredited as a baccalaureate institution by the North Central Association of Colleges and Universities.

Basis of Presentation - The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. The College maintains its internal accounts in accordance with the principles of fund accounting. Resources for various purposes are classified into funds that are in accordance with activities or objectives specified by donors. Separate accounts are maintained for each fund. For reporting purposes, however, the College has adopted Statement of Financial Accounting Standards No. 117, Financial Statements of Not-For-Profit Organizations, which requires resources be classified for reporting purposes into three net asset categories according to the existence or absence of donor-imposed restrictions as follows:

Permanently Restricted – Net assets subject to donor-imposed stipulations that are required to be maintained permanently by the College. Generally, the donors of these assets permit the College to use all or part of the income earned on these assets. Such assets primarily include the College’s permanent endowment funds.

Temporarily Restricted – Net assets whose use by the College is subject to donor-imposed stipulations that can be fulfilled by actions of the College or that expire by the passage of time.

Unrestricted – Net assets that are not subject to donor-imposed stipulations. Unrestricted net assets may be designated for specific purposes by action of the Board of Trustees or may otherwise be limited by contractual agreements with outside parties.

The Board of Trustees of Grinnell College (the “Board”) has interpreted the Iowa Uniform Prudent Management of Institutional Funds Act (“IUPMIFA”) as requiring the preservation of the historic value of the original gift absent explicit donor stipulation stating otherwise. Therefore the College classifies the following as permanently restricted net assets in relation to donor restricted endowment funds: (a) the value of the original gifts to the endowment at the time of the gift, (b) the value of all new gifts to the endowment as of the date of the gift, (c) accumulations to the endowment specifically stated in the donor gift instrument at the time added to the fund, and (d) the value of the amounts appropriated for expenditure in accordance with the College’s spending policy, but unspent at the end of the fiscal year. Expenses are generally reported as decreases in unrestricted net assets. Expirations or modifications of donor-imposed stipulations are reported as reclassifications between the applicable classes of net assets.

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Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents - The College considers all highly-liquid instruments purchased with cash with an original maturity of three months or less to be cash equivalents, except for cash and cash equivalents held in the investment portfolio.

Income Taxes - The College has a tax determination letter from the IRS stating that it qualifies under the provisions of Section 501(c)(3) of the Internal Revenue Code and is exempt from federal income taxes.

Inventories - Inventories are valued at the lower of cost (first-in, first-out method) or market.

Investments - The College carries its investments at fair value. Unrealized appreciation or depreciation is reported as increases or decreases to net assets. Realized gains and losses on investments are determined on the specific identification method.

Property and Equipment - Property and equipment is stated at cost at date of acquisition or estimated fair value at date of gift, less accumulated depreciation computed on a straight-line basis over the following estimated useful lives:

Years

Buildings and improvements 20 – 40 Equipment and furnishings 3 – 10

Expenditures for new equipment and buildings and improvements which substantially extend the useful life of an asset are capitalized. Ordinary repairs and maintenance are expensed as incurred. Construction in progress comprises costs incurred for building materials and equipment.

U.S. Government Grants Refundable - Funds provided by the U.S. government under the Federal Perkins Loan program are loaned to qualified students and may be reloaned after collections. These funds are ultimately refundable to the U.S. government and are included as a liability in the statements of financial position.

Operating Activities - The College defines operating activities as activities closely related to the educational mission of the College and related auxiliary services. Included in operating revenues is the endowment spending distribution. See discussion of the endowment spending distribution in Note 3.

Gifts - The College reports gifts of cash and other assets as restricted support if the gifts are received with donor stipulations that limit the use of the donated assets. Gifts received with donor-imposed restrictions that stipulate resources be maintained permanently but permit the use of all or part of the income derived from the donated assets are reported as permanently restricted assets. Gifts received with donor-imposed restrictions that permit the use of the donated assets as specified are reported as temporarily restricted assets. When a donor restriction expires, that is, when a stipulated time restriction ends or a purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions.

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The College reports gifts of land, building and equipment as unrestricted support unless explicit donor stipulations specify how the assets must be used. Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted support. Absent explicit donor stipulations about how long those long-lived assets must be maintained, the College reports expiration of donor restrictions when the long-lived assets are acquired or donated.

Split Interest Agreements - The College is the beneficiary of various trusts and annuities. The College’s interest in these split interest agreements is reported as a contribution in the year received at its net present value, discounted at rates between 3.20% and 12.00% and between 3.30% and 12.40% as of June 30, 2009 and 2008, respectively, based upon actuarially determined mortality rates. The assets of these agreements, for which the College is the trustee, total approximately $14,652 and $17,632 as of June 30, 2009 and 2008, respectively, and are included in investments on the statements of financial position.

Funds Held in Trust for Others - Funds held in trust for others are recorded at fair value. These investments, which are in the possession or under the control of the College, are administered by the College for outside fiscal agents, with the College deriving income from the investments as stipulated by the various gift instruments.

Postretirement Benefits - The College provides certain healthcare benefits for all retired employees who meet eligibility requirements. The College’s share of the estimated costs that will be paid after retirement is being accrued by charges to unrestricted net assets over the employees’ active service periods to the date they are fully eligible for benefits in accordance with Financial Accounting Standards Board (“FASB”) Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, as amended by Statement of Financial Accounting Standard No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans–an amendment of FASB Statements No. 87, 88, 106 and 132(R) (“SFAS No. 158”).

Financial Instruments - Financial instruments are generally described as cash, contractual obligations or rights to pay or receive cash. The carrying amount approximates fair value for certain financial instruments because of the short-term maturity of these instruments, which include cash and cash equivalents, accounts receivable, U.S. government receivables, accounts payable and accrued expenses, and student deposits and deferred income.

Fair value estimates are made at a specific point in time based on relevant market information. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

U.S. government loans receivable and U.S. government grants refundable are not saleable and can only be assigned to the U.S. government or its designees. The carrying value approximates fair value.

The carrying value of bonds payable approximates its fair value as the interest rate on the Series 2009 bonds are adjusted with changes in market interest rates and the term of the Series 2001 bonds, which are fixed rate, is of a short duration.

Revenue Recognition - Net tuition and fees and auxiliary income are recognized as income in the period the services are rendered.

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Grants and Scholarships - Primarily scholarships, grants and other aid are offered by the College to attract and retain students. The College offers institutional support to students in the form of merit and need-based financial aid at the College’s discretion.

Adoption of New Accounting Pronouncements - On July 1, 2008, the College adopted Statement of Financial Accounting Standard No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Note 2, Investments and Commitments, discloses the College’s valuation methodology utilized in assessing the fair value of its investments. The adoption of SFAS No. 157 did not have a material impact on the College’s financial statements.

In August 2008, FASB issued the final FASB Staff Position (“FSP No. 117-1”) No. 117-1 Endowments of Not-for-Profit Organizations: Net Assets Classification of Funds Subject to and Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and Enhanced Disclosures for All Endowment Funds. FSP No. 117-1 provides guidance on the net asset classification of donor-restricted endowment funds for a not-for-profit organization that is subject to the Uniform Prudent Management of Institutional Funds Act of 2006 (“UPMIFA”). FSP No. 117-1 also improves disclosures about an organization’s endowment funds, whether or not the organization is subject to UPMIFA. The IUPMIFA was enacted in Iowa in July, 2008 and the College adopted FSP No 117-1 during the year ended June 30, 2009. See Note 3, Endowment, for more information on the impact on the College’s financial statements.

Subsequent Events - In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 establishes general standards of accounting for the disclosure of events that occur after the balance sheet date but before financial statements are issued. This includes disclosing the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. SFAS No. 165 is effective for annual financial periods ending after June 15, 2009. Pursuant to SFAS No. 165, the College has evaluated subsequent events through October 29, 2009. No subsequent events requiring adjustment to, or disclosure in, the financial statements were identified as a result of this evaluation.

2. INVESTMENTS AND COMMITMENTS

Investments at June 30, 2009 and 2008 consist of the following:

2009 2008

Short-term investments 81,292$ 63,881$ United States government and agency notes and bonds 48,801 113,736 Corporate and other bonds 26,426 10,320 Marketable equity interests 455,183 750,539 Limited partnership and similar nonmarketable equity interests 584,539 674,635 Other 1,371 4,354

1,197,612$ 1,617,465$

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Fair value is defined under SFAS No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS No. 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. SFAS No. 157 establishes a hierarchical framework that classifies assets, based on the market observability of the inputs used to determine fair value, into the following three categories:

Level 1 – Quoted prices for identical instruments in active markets to which the College has access to at the date of measurement.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar assets in markets that are not active; and model-derived valuations in which all significant inputs are directly or indirectly observable.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.

Inputs are used in applying the various valuation techniques for determining fair value and may include price information, market transaction data, investment liquidity and other factors. An investment’s level within the fair value hierarchy is based on the lowest level input that is significant to the fair value.

Fair values on marketable securities are based on quoted market prices from an active exchange. The College’s short term investment funds and mutual funds, regardless of the underlying asset (i.e. equity, treasuries, credit), are all registered investment companies and have daily net asset values (“NAV”). Forward currency contracts, entered into by the College, are valued using quoted prices on active markets or exchanges. All of these investments, except those held in a common collective trust fund and subject to withdrawal limitations, are classified in Level 1.

Direct investments in United States government and agency notes and bonds are priced based through wire services that look at the bid/ask quote across the market for that issue. Certain issues, that trade less frequently, are priced based on an estimate using previous market data. Corporate and other bonds are often traded in less active markets with pricing being determined by looking at a similar asset that is currently trading. As such, these investments are classified in Level 2.

Common collective trust funds are stated at fair value as determined by the issuer of the common collective trust funds based on the fair market value of the underlying investments. Common collective trust funds with underlying investments in investment contracts are valued at fair market value of the underlying investments. The fair value of limited partnerships and similar nonmarketable equity interests which invest in both publicly and privately owned securities are based on estimates and assumptions of general partners or partnership valuation committees in the absence of readily determined market values. Such valuations generally reflect discounts for illiquidity and consider variables such as financial performance of investments, recent sales prices of investments, and other pertinent information. These investments have been classified as Level 3.

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The following table sets forth the College’s investments by level within the fair value hierarchy as of June 30, 2009 as required by SFAS No. 157.

Level 1 Level 2 Level 3 Total

Short-term investments 80,748$ - $ 544$ 81,292$ United States government and agency notes and bonds 11,338 37,463 - 48,801 Corporate and other bonds 25,346 1,080 - 26,426 Marketable equity interests 455,183 - - 455,183 Limited partnership and similar nonmarketable equity interests - - 584,539 584,539 Other - - 1,371 1,371

Total investments 572,615$ 38,543$ 586,454$ 1,197,612$

The following table sets forth the changes in fair value of the College’s Level 3 investments for the period from July 1, 2008 to June 30, 2009 as required by SFAS No. 157.

Level 3Investments, at

Fair Value

Balance as of July 1, 2008 688,892$ Net realized gains 11,656 Net unrealized losses (139,018) Net purchases 24,924

Balance as of June 30, 2009 586,454$

The College is committed, as of June 30, 2009 to invest $227,598 in certain limited partnerships.

The College has forward currency contracts at June 30, 2009 and 2008, to hedge existing foreign exchange exposure. Foreign currency contracts require the College, at a future date, to buy or sell foreign currency in exchange for U.S. dollars and other currency. The market values of the foreign currency contracts are obtained from dealer quotes.

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Foreign currency risk is the risk that changes in exchange rates will adversely affect the fair value of an investment or a deposit. The tables below present the notional amount, cost and fair value of foreign exchange contracts as of June 30, 2009 and 2008. The notional amounts represent agreed-upon amounts on which calculations of dollars to be exchanged are based, and are an indication of the extent of the College’s involvement in such instruments. These notional amounts do not represent amounts exchanged by the parties and, therefore, are not a measure of the instruments.

Notional FairAmount Cost Value

Currency: Yen 2,430,000￥ 25,593$ 25,285$ Euro 17,720€ 23,885 24,851 Franc - € 59 -

2009

Notional FairAmount Cost Value

Currency: Yen 4,282,411￥ 41,168$ 41,097$ Won 5,503,090₩ 6,097 5,246 Euro 3,958€ 5,912 6,176 Franc 5,730€ 4,443 5,630

2008

As the fair value of the forward contract fluctuates, the College records an unrealized gain (loss). A summary of net forward currency contracts outstanding as of June 30, 2009 and 2008 is as follows:

2009 2008

Long forward currency positions (55)$ (212)$ Short forward currency positions 654 741

Net unrealized gain 599$ 529$

3. ENDOWMENT

The College’s endowment consists of donor gifts plus other Board designated funds which are deemed to be held and invested in perpetuity.

In July 2008, Iowa enacted a new version of the UPMIFA. IUPMIFA prescribes new guidelines for expenditure of donor-restricted endowment funds. Per IUPMIFA, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for uses, benefits, purposes and duration for which the endowment is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. Per FSP No. 117-1, adopted by the College during the year ended June 30, 2009, appropriation for expenditure is deemed to occur upon approval for expenditure unless approval is for a future period, in which case appropriation is deemed to occur when that period is reached. As a result, the College has reinstated purpose restrictions for amounts previously released but not appropriated for expenditure and reclassified $385,513 in net assets from unrestricted to temporarily restricted. IUPMIFA does not apply to board designated endowment funds and therefore the appreciation on these funds remains a part of unrestricted net assets.

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The endowment consists of the following net asset components as of June 30, 2009 and 2008:

Temporarily PermanentlyUnrestricted Restricted Restricted Total

Donor restricted (1,466)$ 260,775$ 84,957$ 344,266$

Board designated 731,983 - - 731,983

Total endowment net assets 730,517$ 260,775$ 84,957$ 1,076,249$

2009

Temporarily PermanentlyUnrestricted Restricted Restricted Total

Donor restricted 385,229$ 3$ 81,722$ 466,954$

Board designated 1,005,494 - - 1,005,494

Total endowment net assets 1,390,723$ 3$ 81,722$ 1,472,448$

2008

Return Objectives and Risk Parameters

The College intends that its endowment shall be invested to ensure the long-term growth of its capital rather than to maximize annual income or short-term returns, in order to provide predictable and stable financial support for the College’s mission as a fine liberal arts college. Total return is expected to preserve or enhance the real purchasing power of the endowment into perpetuity.

Strategies Employed for Achieving Objectives

The College seeks to achieve these objectives via a liquidity-oriented asset allocation and bottom-up, value-oriented investment decision-making.

Spending Policy and How the Investment Objectives Relate to Spending Policy

The Board of Trustees reaffirmed the current endowment spending policy on April 25, 2008. For the years ended June 30, 2009 and 2008, the endowment distribution under this policy was calculated as 4.00% of a twelve quarter moving average of the fair value of endowment net assets. The policy precludes allocating the entire distribution to the College’s operating budget. The Board of Trustees annually approves allocation of the distribution between the operating budget and reserve funds. For the year ended June 30, 2009, the reserve fund allocation was suspended.

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Endowment activity was as follows for the fiscal years ended June 30, 2009 and 2008:

Temporarily Permanently

Unrestricted Restricted Restricted Total

Endowment net assets as of July 1, 2008 1,390,723$ 3$ 81,722$ 1,472,448$ Net asset reclassification for IUPMIFA (385,513) 385,513 - - Endowment net assets after reclassification 1,005,210 385,516 81,722 1,472,448

Endowment return: Investment income, net of expenses 6,459 3,438 1,869 11,766 Net realized and unrealized losses on investments (250,827) (115,474) - (366,301) Net endowment return (244,368) (112,036) 1,869 (354,535)

Gifts - 4 741 745 Endowment spending distribution (43,033) - - (43,033) Release or change in restriction 12,208 (12,709) 501 - Transfers 500 - 124 624

Endowment net assets as of June 30, 2009 730,517$ 260,775$ 84,957$ 1,076,249$

2009

Temporarily Permanently

Unrestricted Restricted Restricted Total

Endowment net assets as of July 1, 2007 1,639,674$ - $ 78,639$ 1,718,313$

Endowment return: Investment income, net of expenses 30,113 - 1,269 31,382 Net realized and unrealized losses on investments (223,883) - - (223,883) Net endowment return (193,770) - 1,269 (192,501)

Gifts - 3 1,113 1,116 Endowment spending distribution (56,110) - - (56,110) Release or change in restriction (500) - 701 201 Transfers 1,429 - - 1,429

Endowment net assets as of June 30, 2008 1,390,723$ 3$ 81,722$ 1,472,448$

2008

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Funds with Deficiencies

Occasionally, the fair value of assets associated with individual donor-restricted endowment funds may fall below the level that the donor or IUPMIFA requires the College to retain as a fund of perpetual duration. In accordance with GAAP, deficiencies of this nature that are reported in unrestricted net assets were $1,466 and $284 for the years ended June 30, 2009 and 2008, respectively. The College applies its standard spending policy to these funds.

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following components as of June 30, 2009 and 2008:

2009 2008

Land and improvements 10,880$ 10,332$ Buildings and improvements 253,561 251,313 Equipment and furnishings 61,279 60,021 Construction in process 35,166 10,871

360,886 332,537 Less accumulated depreciation 121,241 111,161

239,645$ 221,376$

As of June 30, 2009, the College has outstanding construction contract commitments totaling $37,814.

5. EMPLOYEE BENEFITS

The College is a participant in the Teachers Insurance and Annuity Association – College Retirement Equity Fund (“TIAA-CREF”), which is a defined contribution plan for academic and nonacademic personnel. TIAA-CREF does not segregate the assets, liabilities, or costs by participating employer, since the accounts are maintained on an employee-basis only. Total pension expense for the years ended June 30, 2009 and 2008, was $3,611 and $3,306, respectively. Contributions are funded on a current basis.

6. POSTRETIREMENT BENEFIT PLAN

Postretirement Benefits

The College sponsors a postretirement healthcare plan for all employees who meet eligibility requirements. The plan is contributory with retiree contributions that are adjustable annually based on various factors, some of which are discretionary.

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During the year ended June 30, 2008, the College adopted the measurement date provision of SFAS 158. As a result, the College recognized a net periodic postretirement benefit cost of $285. This item is included in the cumulative effect of changes in accounting principle line of the statements of activities for 2008. The measurement date for the postretirement plan is June 30. The following tables set forth the plan’s benefit obligation, fair value of plan assets, accrued liability, components of net periodic benefit costs, and weighted average actuarial assumptions as of June 30, 2009 and 2008:

2009 2008

Change in Benefit Obligation: Benefit obligation at beginning of year 11,494$ 10,510$ Service cost 530 688 Interest cost 770 897 Plan amendments - 1,276 Actuarial (gain) loss 2,521 (1,681) Medicare Part D subsidy 70 72 Benefits paid in excess of retiree contributions (287) (268)

Benefit obligation at end of year 15,098$ 11,494$

2009 2008

Change in Plan Assets: Fair value of plan assets at beginning of year 2,358$ 1,253$ Return on plan assets 194 45 Employer contributions 225 1,255 Retiree contributions 217 324 Medicare Part D subsidy 70 72 Benefits paid (504) (591)

Fair value of plan assets at end of year 2,560$ 2,358$

2009 2008

Funded status (deficiency) (12,538)$ (9,136)$

2009 2008

Components of Net Periodic Benefit Cost: Service cost 530$ 558$ Interest cost 770 741 Amortization of gain (132) - Amortization of prior service cost 177 187 Expected return on assets (136) (92)

Net periodic benefit cost 1,209$ 1,394$

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2009 2008

Actuarial Assumptions: Discount rate 6.25 % 6.82 % Expected return on plan assets 6.00 % 6.00 % Healthcare cost present trend rate for participants up to 65 Medical/prescription drug 8.0%/10.0% 7.63%/7.63% Healthcare cost present trend rate for participants 65 and over Medical/prescription drug 8.0%/10.0% 7.63%/7.63% Healthcare cost ultimate trend rate (year of stabilization) 5.00% (2019) 5.00% (2015)

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

1% 1%Increase Decrease

Effect on total of service and interest cost components 259$ (204)$ Effect on postretirement benefit obligations 2,600 (2,095)

Cash Contributions and Benefit Payments

The College’s postretirement benefits are partially unfunded; therefore, cash contributions for postretirement benefits are equal to the benefit payments.

The following table details the expected cash contributions and benefit payments for 2010 through 2019:

2010 364$ 2011 443 2012 515 2013 577 2014 646 Years 2015-2019 4,299

All benefit payments for other postretirement benefits are voluntary, as the postretirement plans are not funded, and are not subject to any minimum regulatory funding requirements. Benefit payments for each year represent claims paid for medical expenses, and the College anticipates the 2010 postretirement benefit payments will be made from cash generated from operations.

Asset Allocation

The College’s postretirement plan’s asset allocation as of June 30, 2009 (measurement date) is 82% in fixed income investments and 18% in cash and cash equivalents.

The investment strategy for postretirement plan assets is to maintain a conservative portfolio designed to preserve principal value.

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Medicare Prescription Drug, Improvements and Modernization Act of 2003

The Medicare Prescription Drug, Improvements and Modernization Act of 2003 (the “Act”) introduced a prescription drug benefit under Medicare Part D beginning in 2006 as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D.

The College determined that the postretirement medical benefits provided under its plan are actuarially equivalent to the benefits provided under the Act. As a result, the College received a federal subsidy related to these benefits in the amount of $70 and $72 for fiscal years 2009 and 2008, respectively.

7. NET ASSETS

Temporarily restricted net assets as of June 30, 2009 and 2008 consist of the following:

2009 2008

General purposes 54,622$ 4$ Instruction 82,632 1,203 Academic support 24,009 2,246 Student services 29,320 205 Institutional support 12,466 40 Scholarships, grants and loans 61,575 352 Facilities operations 467 827 Split interest agreements 2,771 3,701

267,862$ 8,578$

Permanently restricted net assets (investments to be held in perpetuity) as of June 30, 2009 and 2008 consist of the following:

2009 2008

General purposes 9,202$ 9,211$ Instruction 35,414 33,140 Academic support 3,964 3,944 Student services 7,733 7,508 Institutional support 2,515 2,515 Scholarships, grants and loans 29,767 29,258 Facilities operations 9 9

88,604$ 85,585$

8. CONDITIONAL PROMISES TO GIVE

Conditional promises to give are not reported in the financial statements until the promises become unconditional. Conditional promises totaling approximately $3,699 at June 30, 2009, primarily restricted to facilities use, are expected to be received during the next five fiscal years.

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9. BONDS PAYABLE

Bonds payable at June 30, 2009 and 2008 consists of the following:

2009 2008

Revenue bonds dated December 13, 2001 maturing on December 1, 2011. As of June 30, 2009 and 2008, the bond interest rate was 2.1% and 1.58%, respectively. 50,000$ 50,000$ Revenue bonds dated June 26, 2008 maturing on June 1, 2023. As of June 30, 2009 and 2008, the bond interest rate was 0.26% and 1.62%, respectively. 60,000 60,000

110,000$ 110,000$

On December 13, 2001 and June 26, 2008, the Iowa Higher Education Loan Authority (“IHELA”) issued $50,000 and $60,000, respectively, of Private College Facility Variable Rate Demand Revenue Bonds on behalf of the College. On January 23, 2009, the Series 2001 bonds were converted to a fixed rate of 2.1% to maturity in 2011. The Series 2008 bonds bear interest at a variable weekly rate based on the lowest rate among a number of measures including prime and commercial paper, payable on the first business day of each calendar month. Bond repayment is subject to loan agreements between IHELA and the College. The obligations of the College to make loan repayments under the loan agreements are general obligations of the College and are unsecured.

Maturities on bonds payable of the College subsequent to June 30, 2009 are as follows:

2010 - $ 2011 - 2012 50,000 2013 - 2014 - Thereafter 60,000

110,000$

10. BOARD DESIGNATED UNRESTRICTED NET ASSETS

As of June 30, 2009 the Board of Trustees has designated approximately $61,546 of unrestricted net assets primarily for capital and debt repayment purposes.

* * * * * *

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APPENDIX C

SUMMARIES OF PRINCIPAL DOCUMENTS

DEFINITIONS

In addition to the words and terms defined elsewhere in this Official Statement, the following aredefinitions of certain words and terms used in the Indenture, the Loan Agreement and in this OfficialStatement. Reference is made to the Indenture and the Loan Agreement for more complete definitions ofterms.

"Act" means the Iowa Higher Education Loan Authority Act, Iowa Code Chapter 261A, asamended.

"Additional Indebtedness" means Indebtedness other than (i) the College's liabilities under theAgreement and (ii) all other Indebtedness of the College existing on the date of execution and delivery ofthe Agreement.

"Agreement" means the Loan Agreement between the Issuer and the College, dated as ofMarch 1, 2010, and any amendments and supplements thereto.

"Authorized Denominations" means denominations of $5,000 and integral multiples thereof.

"Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or other attorney at law or afirm of attorneys, acceptable to the Trustee and the College, of nationally recognized standing in matterspertaining to the tax-exempt nature of interest on bonds issued by states and their political subdivisionsduly admitted to the practice of law before the highest court of any state of the United States of America.

"Bond Fund" means the trust fund created in Section 5.02 of the Indenture.

"Bond Resolution" means the resolution of the Issuer adopted by the Governing Body of theIssuer on February 2, 2010, authorizing the issuance and sale of the Series 2010 Bonds, as the same maybe amended, modified or supplemented.

"Bondholder" or "Holder" or "Owner of the Series 2010 Bonds" means the Registered Owner ofany Bond.

"Business Day" means any day except a Saturday, Sunday, or legal holiday, or a day on whichbanks located in the city in which the principal corporate trust office of the Trustee is located are requiredor authorized to remain closed, or a day on which the New York Stock Exchange is closed.

"Cede & Co." means Cede & Co., as nominee of The Depository Trust Company, New York,New York.

"Closing Date" means March 9, 2010.

"Code" means the Internal Revenue Code of 1986, as from time to time supplemented andamended. References to the Code and to sections of the Code shall include relevant regulations and

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proposed regulations, and any successor provisions to such sections, regulations and proposedregulations.

"College" or "Grinnell College" means The Trustees of Grinnell College, an Iowa nonprofitcorporation with its primary educational facility located in Grinnell, Iowa, and its successors and assigns,including any surviving, resulting or transferee corporation.

"College Representative" means the person at the time designated to act on behalf of the Collegeby written certificate furnished to the Issuer and the Trustee containing the specimen signature of suchperson and signed on behalf of the College by any authorized officer of the College. Such certificate maydesignate an alternate or alternates.

"Completion Date" means the date of completion of the Project, established by the College inaccordance with Section 3.5 of the Agreement.

"Construction Fund" means the fund created in Section 5.12 of the Indenture.

"Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreementbetween the College and the Trustee dated the date of issuance and delivery of the Series 2010 Bonds, asoriginally executed and as it may be amended from time to time in accordance with the terms thereof.

"Costs of Issuance Fund" means the Costs of Issuance Fund created in Section 3.6 of theAgreement.

The terms "default" and "event of default" mean any occurrence or event specified in and definedby Section 8.01 of the Indenture.

"Defeasance Obligations" means (i) non-callable Governmental Securities or (ii) investmentagreements with financial institutions whose unsecured debt obligations are rated by Standard & Poor'sRatings Service or Moody's Investors Service in the highest rating category, or that are collateralized byinvestments of the type described in the definition of "Qualified Investments" in the Agreement,paragraphs (i) and (ii), having an aggregate fair market value at all times of not less than 100% of theoriginal principal amount of such investment.

"Determination of Taxability" means any determination, decision, or decree made by theCommissioner or any District Director of the Internal Revenue Service, or by any court of competentjurisdiction, that the interest payable on any of the Series 2010 Bonds is includable in the gross incomefor Federal income tax purposes of any of the holders of such Series 2010 Bonds by virtue of theoccurrence of any event, including any change in the Constitution or laws of the United States of Americaor the State of Iowa, which results in interest payable on the Series 2010 Bonds becoming includable inthe gross income of the holders thereof pursuant to Section 103(b) of the Internal Revenue Code, and therules and regulations promulgated thereunder (other than a person who is a "substantial user" or "relatedperson" as such terms are defined in the Internal Revenue Code) if and so long as such determination,decision or decree is not being appealed or otherwise contested in good faith by the College.

"Eligible Costs" with respect to the Project shall be deemed to include those items included in thecost of constructing, equipping and installing any part of the Project within the meaning of the Act,including, but not limited to:

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(i) payment to the College of such amounts, if any, as shall be necessary toreimburse the College in full for all advances and payments made by it at any time priorto or after the delivery of the Series 2010 Bonds for expenditures in connection with theacquisition of any portion of the Project Site, and preparation, clearing, landscaping, orother expenses incident to the improving of the Project Site;

(ii) payment for labor, services, materials, and supplies used or furnished forsite preparation and in the installation of the Project, payment for the cost of theacquisition of any equipment and the installation thereof in connection with the Project,payment for the cost of the construction, acquisition, expansion and installation of utilityservices or other facilities and all real and personal property deemed necessary inconnection with the Project and payment for the miscellaneous expenses incidental to anyof the foregoing items;

(iii) the cost of performance bonds or other bonds necessary in connectionwith the acquisition and installation of the Project and any and all types of insurance thatmay be necessary or appropriate to have in effect during the course of the acquisition andinstallation of the Project;

(iv) all costs of engineering and architectural services, including the costs ofCollege for test borings, surveys, estimates, plans and specifications and preliminaryinvestigations therefor, feasibility studies in connection with the Project, and forsupervising the acquisition and installation of the Project, as well as for the performanceof all other duties required by or consequent to the proper installation of the Project;

(v) all expenses incurred in connection with the issuance of the Series 2010Bonds, including, without limitation, the compensation and expenses of Trustee,feasibility studies, compensation to any financial consultants, placement agents, orunderwriters, issuer's fees, legal fees and expenses including fees and expenses of BondCounsel, counsel to the Issuer, and counsel to the Purchaser, costs of printing andengraving, and all recording and filing fees;

(vi) all costs which College shall be required to pay under the terms of anycontract or contracts for acquisition and installation of the Project; and

(vii) any sums required to reimburse College for advances made for any of theabove items or for any other costs incurred, including interim financing, and for workdone which are properly chargeable to the Project and permitted under the Act.

"Escrow Agent" means Wells Fargo Bank, National Association.

"Escrow Deposit Agreement" means the Escrow Deposit Agreement dated as of March 1,between the College and Wells Fargo Bank, National Association, with respect to the advance refundingof the Series 2001 Bonds.

"Escrow Fund" means the trust fund created in Section 5.06 of the Indenture.

"Facilities" means the buildings, improvements, equipment and furnishings financed orrefinanced with the proceeds of the Series 2010 Bonds and the Prior Bonds.

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"Financing Documents" means collectively, singularly, or in any combination, as the context inwhich the phrase is used so indicates, the Indenture, the Continuing Disclosure Agreement, the TaxAgreement, and the Agreement.

"Fiscal Year" means, with respect to the College, the period commencing on the first day of Julyof any year and ending on the last day of June of the next calendar year, or any other 12-month periodspecified by the College as its Fiscal Year.

"Generally Accepted Accounting Principles" means those accounting principles, as in effect fromtime to time, applicable in the preparation of financial statements of institutions of higher education as setforth in the opinions and pronouncements of the Accounting Principles Board and the American Instituteof Certified Public Accountants and the statements and pronouncements of the Financial AccountingStandards Board, which are applicable to the circumstances as of the date of determination.

"Governing Body" means (i) with respect to the Issuer, the Board of the Issuer, and (ii) withrespect to the College, the Board of Trustees of the College.

"Government Obligations" means (i) direct obligations of the United States of America, (ii)obligations the payment of principal and interest of which are fully guaranteed by the United States ofAmerica, and (iii) securities or receipts evidencing ownership interests in obligations or specified portions(such as principal or interest) of obligations described in (i) and (ii).

"Indebtedness" means all indebtedness of the College for borrowed money, or which has beenincurred or assumed in connection with the acquisition of Property, all indebtedness, no matter howcreated, secured by Property, whether or not such indebtedness is assumed by the College, any leasesrequired to be capitalized in accordance with generally accepted accounting principles and installmentpurchase obligations.

"Indenture" means the Indenture of Trust, dated as of March 1, 2010, between the Issuer and theTrustee, as the same may be supplemented and amended from time to time in accordance with the termsthereof.

"Independent Consultant" means a person or firm who is not an employee, officer or trustee ofthe College appointed by the College and satisfactory to the Trustee, qualified to pass upon questionsrelating to the financial affairs of organizations engaged in like operations to those of the College andhaving a favorable reputation for skill and experience in such financial affairs.

"Independent Counsel" means an attorney duly admitted to practice law before the highest courtof any state of the United States and who is not a full-time employee, officer, or trustee of the Issuer orthe College.

"Interest Payment Date" means the first day of each June and December, commencing June 1,2010.

"Issuer" means Iowa Higher Education Loan Authority, a body politic and corporate and a publicinstrumentality of the State, duly organized and existing under the laws of the State, and any successorbody to the duties and functions of the Issuer.

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"Issuer's Annual Fee" means the fee which the Issuer charges to institutions to cover the Issuer'scosts and expenses incurred in the exercise of its powers and duties. For purposes of the Agreement,Issuer's Annual Fee means one-eighth of one percent (but in any event not more than $3,500) of theweighted average principal amount of the Series 2010 Bonds outstanding during the period beginning onFebruary 1 of each year and ending on the immediately succeeding January 31. The Issuer's Annual Feemay be changed by the Issuer but for purposes of the Agreement may not exceed the amount describedabove.

"Issuer Representative" means the person at the time designated to act on behalf of the Issuer bywritten certificate furnished to the College and the Trustee containing the specimen signature of suchperson and signed on behalf of the Issuer by its Chairperson or Vice Chairperson. Such certificate maydesignate an alternate or alternates.

"Loan" means the loan by the Issuer to the College of the proceeds from the sale of the Series2010 Bonds pursuant to the Agreement.

"Loan Payment(s)" means, unless the context otherwise requires, the payments required to bemade by the College pursuant to Section 4.2(a) of the Agreement.

"Loan Payment Date" means the date on which any payment is required to be made by theCollege pursuant to Section 4.2 of the Agreement.

"Net Proceeds", when used with respect to any insurance proceeds from policies referred to inSection 5.5 of the Agreement or any condemnation award, means any amount remaining after deductingall expenses (including attorneys' fees) incurred in the collection of such proceeds or award from thegross proceeds thereof.

"Officer's Certificate" means, with respect to the College, a certificate signed by the President orthe Treasurer, or any other officer designated by the Board of Trustees of the College, or, in the case ofthe Issuer, the Chairperson, Vice Chairperson or Executive Director of the Issuer, or any other authorizedofficer under its official seal.

The terms "outstanding" or "Series 2010 Bonds Outstanding" mean all Series 2010 Bonds whichhave been authenticated and delivered by the Trustee under the Indenture, except:

(a) Series 2010 Bonds canceled after purchase in the open market or because of payment at,or redemption prior to, maturity;

(b) Series 2010 Bonds for the payment or redemption of which cash and/or securities shallhave been theretofore deposited with the Trustee (whether upon or prior to the maturity or redemptiondate of any such Series 2010 Bonds) in accordance with Article VII of the Indenture; provided that if suchSeries 2010 Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall havebeen given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of suchnotice satisfactory in form to the Trustee shall have been filed with the Trustee; and

(c) Series 2010 Bonds in lieu of which others have been authenticated under Sections 2.07and 2.08 of the Indenture.

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(d) For the purpose of all consents, approvals, waivers and notices required to be obtained orgiven hereunder, the Series 2010 Bonds held or owned by the College.

"Participants" means those financial institutions for whom the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing ofParticipants exists at the time of such reference.

"Paying Agent" means the Trustee, or any other bank or trust company at any time designatedpursuant to the Indenture to serve in addition to the Trustee as the paying agencies or places of paymentfor the Series 2010 Bonds, and successors designated pursuant to the Indenture.

"Person" means an individual, a corporation, a partnership, an association, a joint stock company,a trust, any unincorporated organization, a governmental body or any other political subdivision, amunicipality, a municipal authority or any other group or entity.

"Plan" means any employee benefit plan subject to the provisions of ERISA.

"Prime Rate" means the rate as announced from time to time by The Wall Street Journal as theprime lending rate, or, in the event The Wall Street Journal ceases publication, the Prime Rate shall bebased on the prime or base rate announced by the Trustee.

"Prior Bonds" means the Series 2001 Bonds.

"Project" means constructing and equipping a portion of certain athletic facilities located on thecampus of the College, including a new field house with indoor track facilities, tennis courts, an indoorswimming pool and other athletic facilities.

"Project Site" means each of the parcels of real estate on which the individual components of theProject are or will be situated.

"Property" means any and all rights, title and interest in and to any and all property of the Collegewhether real or personal, tangible or intangible and wherever situated and whether now owned orhereafter acquired.

"Qualified Investments" means:

(i) Government Obligations;

(ii) bonds, participation certificates or other obligations of Federal National MortgageAssociation, Government National Mortgage Association, Federal Home Loan Mortgage Corporation andFederal Home Loan Banks;

(iii) certificates of deposit, bankers' acceptances or other obligations issued by commercialbanks or savings and loan associations which are fully insured by the Federal Deposit InsuranceCorporation or certificates of deposit, bankers' acceptances or other obligations issued by commercialbanks whose unsecured obligations are rated in one of the three highest rating categories by eitherMoody's Investors Service or Standard & Poor's Ratings Services;

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(iv) commercial paper rated in one of the three highest categories by either Moody's InvestorsService or Standard & Poor's Ratings Services;

(v) obligations issued or guaranteed by a state or political subdivision of a state rated in oneof the three highest rating categories by either Moody's Investors Service or Standard & Poor's RatingsServices;

(vi) housing authority bonds issued by public agencies or municipalities and fully secured asto the payment of both principal and interest by a pledge of annual contributions under an annualcontributions contract or contracts with the United States;

(vii) investments in a taxable or tax-exempt money market fund having a rating by Moody'sInvestors Service of "Aaa" or by Standard & Poor's Ratings Services of "AAA";

(viii) investment agreements with financial institutions (or such investment agreements whichare guaranteed by a financial institution) whose unsecured debt obligations are rated by Standard & Poor'sRatings Services and Moody's Investors Service in one of the three highest rating categories or that arecollateralized by investments of the type described in clause (i) of this definition having an aggregate fairmarket value at all times of not less than 100% of the original principal amount of such investment;

(ix) repurchase agreements with a term of one year or less with any institution with debt rated"A" or commercial paper rated "A-2" (in each case by Standard & Poor's Ratings Services);

(x) repurchase agreements collateralized by Government Obligations described in clause (i)of the definition thereof with any registered broker/dealer subject to the Securities Investors' ProtectionCorporation jurisdiction or any commercial bank, if such broker/dealer or bank has an uninsured,unsecured and unguaranteed obligations rated "Prime-2" or "A" or better by Moody's Investors Service,and "A-2" or "A-" or better by Standard & Poor's Ratings Services, provided:

(a) a master repurchase agreement or specific written, repurchase agreement governsthe transaction;

(b) the securities are held free and clear of any lien by the Trustee or an independentthird party acting solely as agent for the Trustee, and such third party is (1) a Federal ReserveBank, or (2) a bank which is a member of the Federal Deposit Insurance Corporation and whichhas combined capital, surplus and undivided profits of not less than $25 million, and the Trusteeshall have received written confirmation from such third party that it holds such securities, freeand clear of any lien, as agent for the Trustee;

(c) a perfected first security interest under the Uniform Commercial Code, or bookentry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. in such securitiesis created for the benefit of the Trustee;

(d) the repurchase agreement has a term of thirty days or less, or the Trustee willvalue the collateral securities no less frequently than monthly and will liquidate the collateralsecurities if any deficiency in the required collateral percentage is not restored within twoBusiness Days of such valuation;

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(xi) forward delivery agreements with financial institutions whose unsecured debt obligationsare rated by Standard & Poor's Ratings Services and Moody's Investors Service in one of the three highestrating categories that deliver investments of the type described in clause (i) through (iv).

"Rebate Fund" means the trust fund created in Section 5.17 of the Indenture.

"Record Date" means the 15th day of the calendar month immediately preceding an InterestPayment Date.

"Refunding" means the advance refunding of the Prior Bonds.

"Registered Owner" or "Owner" means the person or persons in whose name or names a Series2010 Bond shall be registered on books of the Issuer kept for that purpose in accordance with provisionsof the Indenture.

"Reimbursement Regulations" means Section 1.150-2 of the Treasury Regulations.

"Revenues" means all amounts payable pursuant to Sections 4.2 and 4.3 of the Agreement, andany other amounts payable under the Agreement or the Indenture which may be applied to the payment ofprincipal of, premium, if any, and interest on the Series 2010 Bonds.

"Securities Depository" means, initially, The Depository Trust Company, New York, New York,and its successors and assigns.

"Series 2001 Bonds" means the Issuer's Private College Facility Variable Rate Demand RevenueBonds (Grinnell College Project) Series 2001.

"Series 2001 Escrow Agent" means Wells Fargo Bank, National Association, in its capacity asescrow agent under the Escrow Deposit Agreement.

"Series 2001 Indenture" means the Indenture of Trust dated December 1, 2001 between the Issuerand the Trustee, including any indentures supplemental thereto made in conformity therewith, pursuant towhich the Series 2010 Bonds are authorized to be issued and secured.

"Series 2010 Bonds" means the Issuer's Private College Facility Revenue and Refunding Bonds(Grinnell College Project) Series 2010 in the aggregate principal amount of $58,905,000.

"Special Record Date" means the date fixed by the Trustee pursuant to Section 2.02 of theIndenture for the payment of defaulted interest.

"State" means the State of Iowa.

"Tax Agreement" means the Tax Certificate and Agreement, dated the date of delivery of theSeries 2010 Bonds, executed and delivered by the College and accepted and agreed to by the Issuer andthe Trustee, as from time to time amended.

"Treasury Regulations" mean such regulations (including final, temporary and proposed)promulgated by the United States Department of the Treasury pursuant to Sections 103 and 141 through150, inclusive, of the Code.

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"Trust Estate" means the property conveyed to the Trustee pursuant to the Granting Clauses ofthe Indenture.

"Trustee" means Wells Fargo Bank, National Association with its principal office located in DesMoines, Iowa, and its successors and any corporation resulting from or surviving any consolidation ormerger to which it or its successors may be a party and any successor trustee at the time serving assuccessor trustee under the Indenture.

"Unassigned Rights" means the right of the Issuer to be paid fees and expenses related to theSeries 2010 Bonds under the Agreement and the right of the Issuer to receive indemnification from theCollege pursuant to the Agreement, which rights are not assigned to the Trustee pursuant to the Indenture.

"Underwriter" means George K. Baum & Company, as the Underwriter for the Series 2010Bonds.

"Written Consent of the Issuer" means a written consent signed by or on behalf of the Issuer byits Chairperson or its Executive Director or by any other person who is specifically authorized by aresolution of the Issuer to execute such a document on its behalf.

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SUMMARY OF THE LOAN AGREEMENT

The following are excerpts from and a summary of certain provisions of the Loan Agreement.This summary is not intended to be comprehensive and reference is made to the Loan Agreement for acomplete recital of its terms.

Issuance of Bonds

The Agreement provides that the Issuer will issue the Bonds in order to provide funds to loan tothe College to pay the (i) costs of advance refunding the Series 2001 Bonds, (ii) the Eligible Costs of theProject, and (iii) the costs of issuance of the Series 2010 Bonds. The funds received from the sale of theBonds (after deduction of accrued interest) will be deposited in the Construction Fund, the Costs ofIssuance Fund, and the Escrow Fund.

Ownership of Project

The Project will belong to and remain the property of the College and Issuer shall have no interesttherein.

Loan Payments

(a) The College agrees to pay to the Trustee in immediately available funds for the accountof the Issuer as and for repayment of the Loan, and interest thereon, the following sums on the day whendue: (i) five (5) Business Days prior to June 1, 2010, and on or before five (5) Business Days prior toeach June 1 and December 1 thereafter, until the principal of and interest on the Series 2010 Bonds shallhave been fully paid or provisions of the repayment thereof shall have been made in accordance with theIndenture, an amount which, together with other money available therefor in the Bond Fund, will equalthe amount payable as interest due on the Series 2010 Bonds, plus (ii) five (5) Business Days prior toDecember 1, 2011, and on or before five (5) Business Days prior to each December 1 thereafter until theprincipal of and the interest on the Series 2010 Bonds shall have been paid, or provision for the paymentthereof shall have been made in accordance with the Indenture, an amount, which, together with othermoney available therefor in the Bond Fund, will equal the amount payable as principal on the Series 2010Bonds by mandatory sinking fund redemption or upon maturity as set forth in Section 3.10(c) of theIndenture, and (iii) on or before three (3) Business Days prior to each acceleration date or optionalredemption date a sum equal to the amount payable on such date as principal of, premium, if any, andinterest on the Series 2010 Bonds as provided in the Indenture.

Each Loan Payment installment paid pursuant to this Section shall at all times be sufficient to paythe total amount of interest and principal and premium, if any, (whether at maturity or upon redemption oracceleration) payable on the Loan Payment date to which it relates; provided, that, any amount held bythe Trustee in the Bond Fund on a Loan Payment date shall be credited against the Loan Payment on suchdate; and provided further, that, if at any time the amount held by the Trustee in the Bond Fund should besufficient (and remain sufficient) to pay at the times required the principal of, interest and premium, ifany, on the Series 2010 Bonds then remaining unpaid, the College shall not be obligated to make anyfurther Loan Payments under the provisions of this Section.

(b) The College also agrees to make the deposits to the Rebate Fund at the times and in theamounts required by Section 5.10 of the Loan Agreement.

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Additional Payments.

The College agrees to pay the following items to the following persons as additional paymentsunder the Agreement:

(a) To the Trustee, when due, all fees of the Trustee for services rendered under theIndenture and all fees and charges of any paying agent, registrars, attorneys, accountants, engineers andothers incurred in the performance on request by the Trustee of services under the Indenture for which theTrustee and such other persons are entitled to payment or reimbursement, provided that the College may,without creating a default hereunder, contest in good faith the necessity or reasonableness of any suchservice, fees or expenses other than the Trustee's fees for ordinary services; and

(b) To the Issuer, the Issuer's Annual Fee in arrears on February 1 of each year beginningFebruary 1, 2011 and all reasonable fees and expenses incurred by the Issuer in relation to the financingof the Project which are not otherwise required to be paid by the College under the terms of the LoanAgreement.

Obligations Of College Unconditional

The obligations of College to make the payments required in Sections 4.2 and 4.3 and otherSections of the Loan Agreement and to perform and observe the other agreements contained herein shallbe absolute and unconditional and shall not be subject to any defense or any right of set-off, counterclaimor recoupment arising out of any breach by the Issuer, the Trustee or any Bondholder of any obligation tothe College, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing tothe College by the Issuer, the Trustee or any Bondholder and until such time as the principal of, premium,if any, and interest on the Series 2010 Bonds shall have been fully paid or provision for the paymentthereof shall have been made in accordance with the Indenture, the College (i) will not suspend ordiscontinue any payments provided for in Sections 4.2 or 4.3 of the Loan Agreement, (ii) will performand observe all other agreements contained in the Loan Agreement, and (iii) except as provided in ArticleVIII of the Loan Agreement, will not terminate the Loan Term for any cause including, withoutlimitation, failure of the College to complete or occupy the Project, the occurrence of any acts orcircumstances that may constitute failure of consideration, eviction or constructive eviction, destruction ofor damage to the Project, the taking by eminent domain of title to or temporary use of the Project or anyportion thereof, commercial frustration of purpose, any change in the tax or other laws of the UnitedStates of America or of the State or any political subdivision of either thereof or any failure of the Issuerto perform and observe any agreement, whether express or implied, or any duty, liability or obligationarising out of or connected with the Loan Agreement, it being the intention of the parties that thepayments required hereunder will be paid in full when due without any delay or diminution whatsoever.The obligation of the College to make the payments required under the Loan Agreement is and shall be ageneral obligation of the College. Nothing contained in Section 4.4 of the Loan Agreement shall beconstrued to release the Issuer from the performance of any of the agreements on its part contained in theLoan Agreement. In the event the Issuer should fail to perform any agreement on its part contained in theLoan Agreement, the College may institute such action against the Issuer as the College may deemnecessary to compel performance so long as such action does not abrogate the obligations of the Collegecontained in the first sentence of Section 4.4 of the Loan Agreement.

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Maintenance And Alteration Of Facilities By College

The College (i) shall keep the Facilities now or hereafter erected in safe and good repair andcondition, ordinary wear and tear excepted; (ii) shall not commit waste or permit impairment ordeterioration of the Facilities; (iii) shall not dispose of any of its Facilities, except in the ordinary courseof business, unless the same is obsolete or worn out or immediately replaced with property ofsubstantially equal value and utility or determined by the College to be no longer necessary for theCollege's operation. The College represents that it has no present intention to sell, lease (other than in theordinary course of business) or otherwise dispose of the Facilities.

The College shall have the privilege from time to time at its cost and expense, of remodeling andof making additions, modifications, alterations, improvements and changes (hereinafter collectivelyreferred to as "alterations") in or to the Facilities as it, in its discretion, may deem to be desirable for itsuses and purposes; provided, however, that the alterations shall not impair the character of the Facilitiesas a "project" within the meaning of the Act and shall not impair the exemption of the interest on theSeries 2010 Bonds from inclusion in gross income for purposes of federal income taxation.

Taxes and Other Governmental Charges

The College will pay, as the same respectively become due, any taxes, special assessments,license fees and governmental charges of any kind whatsoever that may at any time be lawfully assessedor levied against or with respect to the operations of the Facilities, or any improvements, equipment orrelated property installed or brought by the College therein or thereon, or the Series 2010 Bonds, the LoanAgreement, the Indenture, or the interest of the Issuer, the Trustee, or the Bondholders therein. TheCollege may, at the expense of the College, in good faith contest any such taxes, assessments, license feesand other governmental charges and, in the event of any such contest, may permit the taxes, assessments,license fees or other charges so contested to remain unpaid during the period of such contest and anyappeal therefrom unless the Issuer or the Trustee shall notify the College that, in the opinion ofIndependent Counsel, by nonpayment of any such items, the Facilities or any part thereof, or the revenuetherefrom, will be subject to loss or forfeiture, in which event such taxes, assessments, license fees orcharges shall be paid promptly.

Provisions Respecting Insurance.

Throughout the term of the Loan Agreement, the College shall carry and maintain commerciallyreasonable amounts of insurance upon, including but not limited to, the Project and the Facilities and suchother forms of insurance as required by law.

Damage, Destruction And Condemnation

If prior to full payment of the Series 2010 Bonds (or provision for the payment thereof havingbeen made pursuant to the Indenture), all or a portion of the Facilities shall be damaged or destroyed bythe fire, flood, windstorm or other casualty, there shall be no abatement or reduction in the obligationspayable by the College under the Loan Agreement and the College will, in its discretion, elect to (i) repairand restore the Facilities to substantially the same condition as existed prior to the event causing suchdamage and will apply the Net Proceeds of any insurance relating to such damage to the payment orreimbursement of the costs of such repair and restoration or (ii) apply the Net Proceeds of such insuranceto the acquisition or construction of other facilities which would constitute a "project" under the Act, or

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(iii) prepay the loan and thereby cause the redemption of Series 2010 Bonds pursuant to Section 8.1(b) ofthe Loan Agreement and Section 3.01(b) of the Indenture.

If at any time before the Series 2010 Bonds have been fully paid (or provision for paymentthereof shall have been made in accordance with the provisions of the Indenture), title to the Facilities orany part thereof shall be taken in any proceeding involving the exercise of the right of eminent domain,the College shall either restore the Facilities or apply the Net Proceeds of any condemnation award to theacquisition or construction of other facilities within Grinnell, Iowa which would constitute a "project"under the Act. Unless College shall have been required or elects to prepay the Loan, if prior to fullpayment of the Series 2010 Bonds (or provisions for payment thereof in accordance with the provisions ofthe Indenture) (i) the Facilities or any portion thereof is destroyed (in whole or in part) or is damaged byfire or other casualty, or (ii) title to, or the temporary use of, the Facilities or any portion thereof shall betaken under the exercise of the power of eminent domain by any governmental body or by any person,firm or corporation acting under governmental authority, College shall be obligated to continue to pay theamounts specified in the Agreement.

Corporate Existence

The College covenants that it will preserve and maintain its existence as a not-for-profitcorporation under the laws of the State, and to the extent permitted by law at any given time, free fromfederal, state and local income, property, franchise and other taxes, and preserve and maintain itsauthority to operate the Facilities as an institution of higher education in the State.

The College covenants that it will maintain the necessary accreditation to enable it to maintain itsauthority to operate as an institution of higher education in the State within the meaning of the Act.

The College covenants that during the term of the Loan Agreement it will not initiate anyproceedings or take any action whatsoever to dissolve or liquidate or to terminate its existence as acorporation or otherwise dispose of all or a substantial part of its assets, either in a single transaction or ina series of related transactions, except to consolidate or merge with or sell or otherwise transfer all or asubstantial part of its assets to any other corporation, all as provided hereinbelow. The College covenantsthat during the term of the Loan Agreement it will not merge or consolidate with, sell or transfer all or asubstantial part of its assets to, any other entity, unless the following conditions shall be met:

(a) the successor formed by such consolidation or merger shall be a not-for-profitcorporation organized under the laws of the United States or any state, district or territory thereof, whichis exempt from federal income tax under Section 501(c)(3) of the Code and shall be determined to be aninstitution of higher education as required by the Act;

(b) the successor or transferee shall expressly assume in writing the full and faithfulperformance of the College's duties and obligations hereunder to the same extent as if such successor ortransferee corporation had been the original borrower under the Loan Agreement;

(c) immediately after such consolidation, merger, sale or transfer, the College, or suchsuccessor or transferee, shall not be in default in the performance or observance of any duties, obligationsor covenants of the College under the Loan Agreement;

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(d) the Issuer and the Trustee shall have received an opinion of Counsel satisfactory to eachof them that the merger, transfer, sale or consolidation will not adversely affect the treatment of intereston the Series 2010 Bonds under the Code.

Additional Indebtedness

Nothing in the Loan Agreement prevents the College from incurring other Indebtedness, whichcan be general Indebtedness or Indebtedness which is on parity or which is junior or subordinate to theLoan Agreement.

Events of Default Defined

The following shall be "Events of Default" under the Loan Agreement and the term "Event ofDefault" shall mean, whenever they are used in the Loan Agreement, any one or more of the followingevents:

(a) failure by the College to timely pay the payments required to be paid under Section 4.2 ofthe Loan Agreement, or failure to provide money for the redemption of Series 2010 Bonds as may berequired by provisions of the Indenture or the Loan Agreement and the continuance of such failure forthree Business Days;

(b) failure by the College to observe and perform any covenant, condition or agreement onits part to be observed or performed, other than as referred to in clause (a) of Section 7.1 of the LoanAgreement, for a period of 30 days after written notice, specifying such failure and requesting that it beremedied, shall have been given to the College by the Issuer or the Trustee, unless the Trustee shall agreein writing to an extension of such time prior to its expiration; provided, however, if the failure stated inthe notice cannot be corrected within the applicable period, the Trustee will not unreasonably withhold itsconsent to an extension of time for an additional 90 days if corrective action is instituted by the Collegewithin the applicable period and diligently pursued until the failure is corrected within that extendedperiod of time;

(c) any material representation or warranty made in writing by or on behalf of the College inthe Loan Agreement shall prove to have been false or incorrect in any material respect on the date as ofwhich made;

(d) dissolution or liquidation of the College or the filing by the College of a voluntarypetition in bankruptcy, or failure by the College to promptly satisfy and remove any execution,garnishment or attachment of such consequence as would impair the ability of the College to carry on itsoperation of the Facilities, or adjudication of the College as bankrupt, or assignment by the College forthe benefit of creditors, or admission in writing by the College of inability to pay its debts generally asthey become due, or the entry into an agreement of composition with creditors, or appointment of areceiver for the College of any portion of the property of the College (including any portion of theFacilities), or a petition shall be filed commencing a case against it under the United States BankruptcyCode or any proceeding shall be instituted against it seeking liquidation of its assets which petition orproceeding shall remain undismissed for ninety (90) days, or the approval by a court of competentjurisdiction of a petition applicable to the College in any proceedings instituted under the provisions ofthe federal bankruptcy laws or under any similar acts which may hereafter be enacted; or

(e) the occurrence of an Event of Default under the Indenture.

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The provisions of paragraph (b) above are subject to the following limitation: If by reason offorce majeure the College is unable in whole or in part to carry out its agreements on its part containedherein, except those agreements requiring payment of money, the College shall not be deemed in defaultduring the continuance of such disability. The term "force majeure" as used herein includes but is notlimited to the following: acts of god; strikes, lockouts or other employee disturbances; acts of publicenemies; orders of any kind of the government of the United States of America or of the State or any oftheir departments, agencies, political subdivisions or officials, or any civil or military authority;insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes, storms; floods;washouts; droughts; explosions, breakage or accident to machinery, transmission pipes or canals; partialor entire failure of utilities; or any other cause or event not reasonably within the control of the College.

Remedies On Default

Whenever any Event of Default referred to in Section 7.1 of the Loan Agreement shall havehappened and be continuing, the Trustee, with respect to a default under Section 7.1(a), may, and uponthe written request of the holders of not less than a majority in aggregate principal amount of Series 2010Bonds then outstanding, shall, proceed to accelerate the Loan as provided in subparagraph (a) hereof andmay take one or any combination of the remedial steps set forth in the following subparagraphs:

(a) by written notice to the College, declare all amounts then due and payable on the Loanpursuant to Section 4.2 of the Loan Agreement (being an amount sufficient to pay the principal of,premium, if any, and interest accrued on the Series 2010 Bonds), provided that concurrently with or priorto such notice, acceleration of the maturity of the Series 2010 Bonds has occurred as provided in Section8.02 of the Indenture, to be immediately due and payable as liquidated damages and not as a penalty;

(b) have access to and inspect, examine and make copies of the books and records and anyand all accounts data and income tax and other tax returns of the College and any books and recordspertaining to the Project;

(c) take whatever action at law or in equity as may appear necessary or desirable to collectthe Loan Payments then due and thereafter to become due, or to enforce performance and observance ofany obligation, agreement or covenant of the College under the Loan Agreement;

(d) exercise any right or remedy available under Chapter 554, Code of Iowa; or

(e) waive any available remedy for such Event of Default.

Any amounts collected pursuant to action taken under Section 7.2 of the Loan Agreement shall bepaid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Series2010 Bonds have been fully paid (or provision for payment thereof has been made in accordance with theprovisions of the Indenture), shall be paid to the College.

Notwithstanding any other provisions herein to the contrary, upon the occurrence of an Event ofDefault under Section 7.1(a) of the Loan Agreement, the Trustee may draw such funds on deposit in theBond Fund or any other fund established under the Indenture and which are available for payment of theSeries 2010 Bonds, to pay the outstanding principal balance, premium, if any, and accrued interest due onthe Series 2010 Bonds. The Trustee shall be entitled to enforce payment of and to receive all amounts

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remaining due and unpaid under the Agreement, and shall be entitled to recover judgment for any portionthereof.

The College covenants that, in case an Event of Default shall occur with respect to the payment ofany installment payable under Section 4.2 of the Loan Agreement, then, upon demand of the Trustee, theCollege will pay to the Trustee the whole amount that then shall have become due and payable under saidSections with interest (to the extent permitted by law) on the overdue amount at the Default Rate (asdefined in the Indenture) and, in addition thereto, such further amount as shall be sufficient to cover thecosts and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneysand counsel, and any expenses or liabilities incurred by the Trustee.

In case there shall be pending proceedings for the bankruptcy or for the reorganization of theCollege under the Federal bankruptcy laws or any other applicable law, or in case a receiver or a trusteeshall have been appointed for the property of the College or in the case of any other similar judicialproceedings relative to the College or to the creditors or property of the College the Trustee shall beentitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim orclaims for the whole amount owing and unpaid pursuant to the Loan Agreement and, in case of anyjudicial proceedings, to file such proofs of claim and other papers or documents as may be necessary oradvisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to theCollege, its creditors, or its property, and to collect and receive any money or other property payable ordeliverable on any such claims, and to distribute the same after the deduction of its charges and expenses;and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make suchpayments to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses,including counsel fees incurred by it up to the date of such distribution.

Federal Tax Exemption

The College agrees that through the Loan Term:

(a) it will not take or fail to take any action or permit any action to be taken on its behalf, orcause or permit any circumstances within its control to arise or continue, if such action or circumstanceswould cause the interest paid by the Issuer on the Series 2010 Bonds to be included in the gross income ofthe Bondholders for federal income tax purposes;

(b) neither it nor any person related to it within the meaning of Section 147(a)(2) of theCode, pursuant to an arrangement, formal or informal, will purchase the Series 2010 Bonds in an amountrelated to the total amount payable under and secured by the Loan Agreement. The Issuer and Collegeeach agrees that it will not knowingly take any affirmative action or omit to take any action, which actionor omission will adversely affect the exemption from federal income taxation of interest paid on theSeries 2010 Bonds, and, in the event any such action or omission shall be brought to the attention ofIssuer or College, each will, at the sole expense of College, promptly upon having any such action oromission brought to its attention, take such reasonable actions based upon advice of counsel as mayrescind or otherwise negate or cure such action or omission.

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SUMMARY OF THE INDENTURE

The following are excerpts from and a summary of certain provisions of the Indenture. Thissummary is not intended to be comprehensive and reference is made to the Indenture for a completerecital of its terms.

Assignment and Security

Pursuant to the Indenture, the Issuer’s rights and interests under the Agreement, in the moneysand securities held by the Trustee under the Indenture and in the Project are assigned to the Trustee. AllLoan Payments under the Agreement are to be remitted directly to the Trustee and deposited inaccordance with the Agreement and the Indenture.

Covenants of the Issuer

The Issuer covenants that it will promptly pay the principal of, premium, if any, and interest oneach Series 2010 Bond issued under the Indenture at the place, on the dates and in the manner provided inthe Indenture and in said Series 2010 Bonds according to the true intent and meaning thereof, but solelyfrom the payments and other amounts pledged therefor under the Loan Agreement which are from time totime held by the Trustee in the Bond Fund or any other fund created by the Indenture. The principal of,premium, if any, and interest on the Series 2010 Bonds are payable solely from payments and otheramounts derived from the Loan Agreement and said payments are secured as provided in the Indentureand in the Loan Agreement, which payments and other amounts are hereby specifically pledged to thepayment thereof in the manner and to the extent herein specified, and nothing in the Series 2010 Bonds orin the Indenture shall be construed as pledging any other funds or assets of the Issuer. Neither the Statenor the Issuer nor any political subdivision of the State shall in any event be liable for the payment of theprincipal of, premium, if any, or interest on any of the Series 2010 Bonds except to the extent of thepledge and assignment herein contained in the Indenture.

The Issuer covenants that it will faithfully perform at all times any and all covenants,undertakings, stipulations and provisions contained in the Indenture and in the Loan Agreement, in anyand every Bond executed, authenticated and delivered under the Indenture and in all of its proceedingspertaining thereto. The Issuer covenants that it is duly authorized to execute the Indenture, to secure theproperty described therein, to assign the Loan Agreement and to pledge the payments under the LoanAgreement and other amounts hereby pledged in the manner and to the extent therein set forth and that allaction on its part for the issuance of the Series 2010 Bonds and the execution and delivery of theIndenture has been duly and effectively taken.

Except for the matters set forth in Section 4.01 of the Indenture the Issuer shall not be obligatedto take any action or execute any instrument until it shall have been requested to do so by the College orthe Trustee, and, at the Issuer's option, has received from the College reimbursement for the Issuer'sreasonable expenses incurred or to be incurred in connection with such request.

The Issuer covenants that it will defend (but will not affirmatively enforce) its right to thepayment of amounts due from the College under the Loan Agreement to the Trustee, for the benefit of theholders and owners of the Series 2010 Bonds against the claims and demands of all persons whomsoever.

The Issuer will do, execute, acknowledge and deliver or cause to be done, executed,acknowledged and delivered, such indentures supplemental to the Indenture and such further acts,

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instruments and transfers as the Trustee may reasonably require for the better assuring, transferring,conveying, pledging, assigning and confirming unto the Trustee all and singular the rights in propertypledged and assigned hereby to the payment of the principal of, premium, if any, and interest on theSeries 2010 Bonds. The Issuer, except as provided in the Indenture and Loan Agreement, will not sell,convey, mortgage, encumber or otherwise dispose of the payments pursuant to the Loan Agreement orany part thereof, together with any additions thereto and substitutions therefor.

Bond Fund

There is created by Issuer and ordered established and maintained as a separate account withTrustee a trust fund to be designated "Iowa Higher Education Loan Authority Private College FacilityRevenue and Refunding Bonds (Grinnell College Project) Series 2010 Bond Fund" (the "Bond Fund"),which shall be used to pay the principal of and premium, if any, and interest on the Series 2010 Bonds.Any amounts remaining in the Bond Fund upon payment in full of the outstanding principal amount ofthe Series 2010 Bonds and any accrued and unpaid interest thereon shall be transferred to the College inaccordance with Section 5.16 of the Indenture.

In addition, there shall be deposited into the Bond Fund, as and when received, (a) all paymentsspecified in Section 4.2 of the Loan Agreement, and (b) all other moneys received by Trustee under andpursuant to any of the provisions of the Loan Agreement or the Indenture which are required or which areaccompanied by directions that such moneys are to be paid into the Bond Fund. Issuer covenants andagrees that, should there be a default under the Loan Agreement, Issuer shall fully cooperate with Trusteeand with the Bondholders to fully protect the rights and security of the Bondholders and shall diligentlyproceed in good faith and use its best efforts so that at all times sufficient amounts will be available topromptly meet and pay the principal of and premium, if any, and interest on the Series 2010 Bonds as thesame become due and payable. Nothing herein shall be construed as requiring Issuer to use any of itsown funds or revenues to fulfill its obligations hereunder.

Except as provided in Sections 5.03 and 5.14 of the Indenture, moneys in the Bond Fund shall beused solely for the payment of the principal of and premium, if any, and interest on the Series 2010 Bondsand moneys in the Bond Fund shall be used solely for the payment of the principal of and premium, ifany, and interest on the Series 2010 Bonds. Any moneys deposited in the Bond Fund, from whateversource, shall be used for the purposes described in the Indenture within a thirteen (13) month periodbeginning on the date of deposit. Any amounts received from investment of moneys held in the BondFund shall be used for the purposes described in the Indenture within a twelve (12) month periodbeginning on the date of receipt. The Bond Fund shall be depleted at least once a year, except for areasonable carryover amount not exceeding the greater of (a) one year's earnings on the Bond Fund, or (b)one-twelfth of the annual debt service on the Series 2010 Bonds.

The Bond Fund shall be in the custody of the Trustee, but in the name of the Issuer, and the Issuerauthorizes and directs the Trustee to withdraw sufficient funds from the Bond Fund to pay the principalof, premium, if any, and interest on the Series 2010 Bonds as the same become due and payable, whichauthorization and direction the Trustee accepts.

Escrow Fund

There is created and established with the Trustee a trust fund in the name of the Issuer to bedesignated "Iowa Higher Education Loan Authority, Private College Facility Revenue and RefundingBonds (Grinnell College Project) Series 2010 Escrow Fund" (the "Escrow Fund") which shall be used to

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accomplish the Refunding and be applied in accordance with the provisions of the Loan Agreement, theIndenture, and the Escrow Deposit Agreement.

On the Closing Day, the Trustee shall deposit or credit to the Escrow Fund, proceeds receivedfrom the sale of the Series 2010 Bonds in the amount described in Section 3.4 of the Loan Agreement.After moneys are transferred to the Escrow Agent, the Escrow Fund shall be closed.

Costs of Issuance Fund

In accordance with Section 3.6(b) of the Loan Agreement, there is created and established a Costsof Issuance Fund with the College. There shall be deposited to the Costs of Issuance Fund an amountfrom the proceeds of the Series 2010 Bonds to pay the costs of issuing the Series 2010 Bonds. Inaddition, there shall also be deposited to the Costs of Issuance Fund any other moneys directed to be paidinto said fund under any other provision of the Indenture and the Loan Agreement.

Construction Fund

In accordance with Section 3.6(a) of the Loan Agreement, there is created and established aConstruction Fund maintained as a separate account with the College which shall be expended inaccordance with the provisions of the Loan Agreement and the Indenture.

The balance of the proceeds of the Series 2010 Bonds remaining after the deposits required bySections 5.03, 5.07 and 5.08 of the Indenture shall be deposited in the Construction Fund and used for thepayment of costs of the Project in accordance with the provisions of the Loan Agreement. Any balanceremaining in the Construction Fund (except amounts College shall have directed Trustee to retain for anyEligible Costs not then due and payable) shall be used as provided in the Loan Agreement.

Investment Of Moneys

Any money held as part of the Bond Fund shall be invested and reinvested by the Trustee inaccordance with the provisions of Section 3.8 of the Loan Agreement and the Tax Agreement. Anymoney held as a part of the Rebate Fund shall be invested and reinvested by the Trustee in accordancewith the provisions of the Tax Agreement. Any such investments shall be held by or under the control ofthe Trustee. Any money invested in respect of a particular fund shall be deemed at all times a part of thefund for which such investment was made and the interest accruing thereon and any profit realized or lossresulting from such investment shall be credited or charged against the fund for which such investmentwas made. The Trustee shall sell and reduce to cash a sufficient amount of those investments in the BondFund whenever the cash balance in the Bond Fund is insufficient to pay the principal of, premium, if any,and interest on the Series 2010 Bonds when due. The College has covenanted in the Tax Agreement toand for the benefit of the purchasers of the Series 2010 Bonds that no use will be made of the proceedsfrom the issue and sale of the Series 2010 Bonds nor will use be made of money in the Bond Fund, theConstruction Fund or the Costs of Issuance Fund which, if such use had been reasonably expected on thedate of the Series 2010 Bonds, would have caused the Series 2010 Bonds to be classified as "arbitragebonds" within the meaning of Section 148 of the Internal Revenue Code. Pursuant to such covenant, theCollege obligates itself to comply throughout the term of the issue of the Series 2010 Bonds with therequirements of Section 148 of the Internal Revenue Code and any regulations lawfully promulgated orproposed thereunder.

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Defaults; Events of Default

If any one or more of the following events occur, subject to the provisions of Section 8.12 of theIndenture, it is hereby defined as and declared to constitute an "event of default":

(a) Default in the due and punctual payment of interest on any Bond.

(b) Default in the due and punctual payment of the principal of, or premium, if any, on anyBond, whether at the stated maturity thereof, or upon proceedings for redemption thereof, or upon thematurity thereof by declaration.

(c) Default in the performance or observance of any other of the covenants, agreements orconditions on the part of the Issuer in the Indenture or in the Series 2010 Bonds contained and failure toremedy the same after notice thereof pursuant to Section 8.12 of the Indenture.

(d) The occurrence of an "Event of Default" under Section 7.1 of the Loan Agreement.

The term "default" hereunder means default by the Issuer in the performance or observance ofany of the covenants, agreements or conditions on its part contained in the Indenture or in the Series 2010Bonds or default by the College in connection with the matters referred to in the provisions identified inparagraph (d) above, exclusive of any period of grace required to constitute a default an "event of default"as hereinabove provided.

Acceleration

Upon the occurrence of an event of default described in Section 8.01 of the Indenture, the Trusteemay, and with respect to a default under Section 8.01(a) or (b) of the Indenture or upon the writtenrequest of the holders of not less than a majority in aggregate principal amount of Series 2010 Bonds thenoutstanding, the Trustee shall, by notice in writing delivered to the Issuer and the College, declare theprincipal of all Series 2010 Bonds then outstanding and the interest accrued thereon immediately due andpayable, and such principal and interest shall thereupon become and be immediately due and payable.Upon any declaration of acceleration under the Indenture, the Issuer and the Trustee shall immediatelydeclare all amounts then due and payable on the Series 2010 Bonds to be immediately due and payable asliquidated damages in accordance with Section 7.2(a) of the Loan Agreement.

Right of Bondholders to Direct Proceedings

Anything in the Indenture to the contrary notwithstanding, the holders of a majority in aggregateprincipal amount of the Series 2010 Bonds then outstanding shall have the right, at any time upon theoccurrence of an event of default, by an instrument or instruments in writing executed and delivered to theTrustee, to direct the method and place of conducting all proceedings to be taken in connection with theenforcement of the terms and conditions of the Indenture, or for the appointment of a receiver or anyother proceedings hereunder; provided, that such direction shall not be otherwise than in accordance withthe provisions of law and of the Indenture.

Application of Moneys

All money received by the Trustee pursuant to any right given or action taken under theprovisions of Article VIII of the Indenture shall, after payment of the costs and expenses of the

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proceedings resulting in the collection of such money and of the fees, expenses, liabilities and advancesincurred or made by the Trustee and after providing for any rebate of arbitrage on investment earnings, bedeposited in the Bond Fund and all money in the Bond Fund shall be applied as follows:

(a) Unless the principal of all Series 2010 Bonds shall have become or shall have beendeclared due and payable, all such money shall be applied:

FIRST - To the payment to the persons entitled thereto of all installments of such interestand, if the amount available shall not be sufficient to pay in full any particular installment, then tothe payment ratably, according to the amounts due on such installment, to the persons entitledthereto, without any discrimination or privilege; and

SECOND - To the payment to the persons entitled thereto of the unpaid principal of,premium, if any, on any of the Series 2010 Bonds which shall have become due (other than Series2010 Bonds matured or called for redemption for the payment of which money are held pursuantto the provisions of the Indenture), in the order of their due dates, with interest on such Series2010 Bonds from the respective dates upon which they became due (with interest at the DefaultRate on overdue installments of interest) and, if the amount available shall not be sufficient to payin full Series 2010 Bonds due on any particular date, together with such interest, then to thepayment ratably, according to the amount of principal and interest due on such date, to thepersons entitled thereto without any discrimination or privilege; and

THIRD - To be held for the payment to the persons entitled thereto as the same shallbecome due of the principal of, premium, if any, and interest on the Series 2010 Bonds whichmay thereafter become due either at maturity or upon call for redemption prior to maturity and, ifthe amount available shall not be sufficient to pay in full Series 2010 Bonds due on any particulardate, together with interest then due and owing thereon, payment shall be made ratably accordingto the amount of principal and interest due on such date to the persons entitled thereto withoutany discrimination or privilege.

(b) If the principal of all the Series 2010 Bonds shall become due or shall have been declareddue and payable, and after making provisions for any rebate of arbitrage or investment earnings, all suchmoney shall be applied first to the payment of the principal and interest then due and unpaid upon theSeries 2010 Bonds, without preference or priority of principal over interest or of interest over principal, orof any installment of interest over any other installment of interest, or of any Bond over any other Bond,ratably, according to the amounts due respectively for principal and interest, to the persons entitledthereto without any discrimination or privilege, and secondly to default interest.

(c) If the principal of all the Series 2010 Bonds shall have been declared due and payable,and if such declarations shall thereafter have been rescinded and annulled under the provisions of ArticleVIII of the Indenture then, subject to the provisions of Section 8.07(b) of the Indenture in the event thatthe principal of all the Series 2010 Bonds shall later become due or be declared due and payable, themoney shall be applied in accordance with the provisions of Section 8.07(a) of the Indenture.

Whenever moneys are to be applied pursuant to the provisions of Section 8.07 of the Indenture,such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, havingdue regard to the amount of such money available for application and the likelihood of additional moneybecoming available for such application in the future. Whenever the Trustee shall apply such funds, itshall fix the date (which shall be an Interest Payment Date unless it shall deem another date more

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suitable) upon which such application is to be made and upon such date interest on the amounts ofprincipal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deemappropriate of the deposit with it of any such money and of the fixing of any such date, and shall not berequired to make payment to the holder of any Bond until such Bond shall be presented to the Trustee forappropriate endorsement or for cancellation if fully paid.

Whenever the principal of, premium, if any, and interest on all Series 2010 Bonds have been paidunder the provisions of Section 8.07 of the Indenture and all expenses and charges of the Trustee havebeen paid, any balance remaining in the Bond Fund shall be paid to the College as provided in Section5.16 of the Indenture.

Discharge of Lien

If the Issuer shall pay or cause to be paid, or there shall be otherwise paid or provisions forpayment made to or for the holders and owners of the Series 2010 Bonds, the principal of, premium, ifany, and interest due or to become due thereon at the times and in the manner stipulated therein, and if theIssuer shall not then be in default in any of the other covenants and promises in the Series 2010 Bondsand in the Indenture expressed as to be kept, performed and observed by it or on its part, and shall pay orcause to be paid to the Trustee and any paying agents all sums of money due or to become due accordingto the provisions of the Indenture, then these presents and the Trust Estate and rights hereby granted shallcease, determine and be void, whereupon the Trustee shall cancel and discharge the lien of the Indentureand release, assign and deliver unto the Issuer any and all instruments as shall be requisite to cancel anddischarge the lien of the Indenture and release, assign and deliver any and all of the Trust Estate, right,title and interest in and to any and all rights assigned to the Trustee or otherwise subject to the lien of theIndenture except amounts in the Bond Fund required to be paid to the College under Section 5.14 of theIndenture and except money or securities held by the Trustee for the payment of the principal of,premium, if any, and interest on the Series 2010 Bonds.

Any Bond shall be deemed to be paid within the meaning of Article VII of the Indenture and forall purposes of the Indenture when (a) payment of the principal of and the applicable redemptionpremium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be byreason of maturity or upon redemption as provided in the Indenture, or otherwise), either (i) shall havebeen made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided byirrevocably depositing with the Trustee, in trust, and the Trustee shall have irrevocably set asideexclusively for such payment, (1) money sufficient to make such payment and/or (2) DefeasanceObligations maturing as to principal and interest in such amount and at such times as will insure theavailability of sufficient money to make such payment, (b) all necessary and proper fees, compensationand expenses of the Trustee pertaining to the Series 2010 Bonds with respect to which such deposit ismade shall have been paid or the payment thereof provided for to the satisfaction of it, and (c) there shallhave been delivered to the Trustee (i) a verification report prepared by a firm of independent certifiedpublic accountants and (ii) an opinion of Bond Counsel to the effect that the payment of the Series 2010Bonds has been provided for in the manner set forth in the Indenture. At such time as a Bond shall bedeemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits ofthe Indenture, except for the purposes of any such payment from such money or Defeasance Obligations.

Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately precedingparagraph shall be deemed a payment of such Series 2010 Bonds as aforesaid until: (a) proper notice ofredemption of such Series 2010 Bonds shall have been previously given in accordance with Article III ofthe Indenture, or in the event said Series 2010 Bonds are not by their terms subject to redemption within

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the next succeeding 60 days, until the College shall have given the Trustee on behalf of the Issuer, in formsatisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the holders or ownersof the Series 2010 Bonds, in accordance with Article III of the Indenture, that the deposit required by(a)(ii) above has been made with the Trustee and that said Series 2010 Bonds are deemed to have beenpaid in accordance with Article VII of the Indenture and stating such maturity or redemption date uponwhich money is to be available for the payment of the principal or redemption price, if applicable, on saidSeries 2010 Bonds; or (b) the maturity of such Series 2010 Bonds.

Any money so deposited with the Trustee as provided in Article VII of the Indenture may at thedirection of the College also be invested and reinvested in Defeasance Obligations, maturing in theamounts and times as hereinbefore set forth, and all income from all Defeasance Obligations in the handsof the Trustee pursuant to Article VII of the Indenture which is not required for the payment of the Series2010 Bonds and interest and premium thereon with respect to which such money shall have been sodeposited, shall be deposited in the Bond Fund as and when realized and collected for use and applicationas is other money deposited in that fund.

Issuer hereby covenants that no deposit will be made or accepted under the Indenture and no usemade of any such deposit which would cause the Series 2010 Bonds to be treated as arbitrage bondswithin the meaning of Section 148 of the Internal Revenue Code, and the regulations promulgated orproposed thereunder, or in any way affect the tax-exempt status of interest on any of the Series 2010Bonds.

Notwithstanding any provision of any other Article of the Indenture which may be contrary to theprovisions of Article VII of the Indenture, all money or Defeasance Obligations set aside and held in trustpursuant to the provisions of Article VII of the Indenture for the payment of Series 2010 Bonds (includinginterest and premium thereon, if any) shall be applied to and used solely for the payment of the particularSeries 2010 Bonds including interest and premium thereon, if any) with respect to which such money andDefeasance Obligations have been so set aside in trust.

Anything in Article X of the Indenture to the contrary notwithstanding, if money or DefeasanceObligations have been deposited or set aside with the Trustee pursuant to Article VII of the Indenture forthe payment of Series 2010 Bonds and such Series 2010 Bonds shall not have in fact been actually paid infull, no amendment to the provisions of Article VII of the Indenture shall be made without the consent ofthe holder of each Bond affected thereby.

Supplemental Indentures

Issuer and the Trustee may, without consent of, or notice to, any of the Bondholders enter into anindenture or indentures supplemental to the Indenture which shall not be inconsistent with the terms andprovisions of the Indenture for any one or more of the following purposes:

(a) to cure any ambiguity or formal defect or omission in the Indenture;

(b) to grant to or confer upon the Trustee for the benefit of the Bondholders any additionalrights, remedies, powers or authority that may lawfully be granted to or conferred upon the Bondholdersor the Trustee;

(c) to evidence the appointment of a separate Trustee or a Co-Trustee or the succession of anew Trustee hereunder;

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(d) to subject to the lien of the Indenture additional money or real or personal property; or

(e) to modify any of the provisions of the Indenture in any respect whatever, but only if (i)such modification shall be, and be expressed to be, effective only after all Series 2010 Bonds Outstandingat the date of the adoption of such Supplemental Indenture shall cease to be Outstanding, and (ii) suchSupplemental Indenture shall be specifically referred to in the text of all Series 2010 Bonds initiallydelivered after the date of the adoption of such Supplemental Indenture and of Series 2010 Bonds issuedin exchange therefor or in place thereof;

(f) to insert such provisions clarifying matters or questions arising under the Indenture as arenecessary or desirable and are not contrary to or inconsistent with the Indenture as theretofore in effect;

(g) to make any other change which, in the judgment of the Trustee, acting in reliance on aBond Counsel's Opinion, is necessary or desirable to maintain the tax-exempt status of the Series 2010Bonds (other than federally taxable Series 2010 Bonds);

(h) to modify or alter the provisions of the Indenture relating to the disclosure of informationto the public; or

(i) in connection with any other change, which in the judgment of the Trustee, is not to theprejudice of the Bondholders.

Exclusive of supplemental indentures set forth above and subject to the terms and provisionscontained in Section 10.02 of the Indenture, and not otherwise, the holders of more than a majority inaggregate principal amount of the Series 2010 Bonds then outstanding shall have the right, from time totime, anything contained in the Indenture to the contrary notwithstanding, to consent to and approve theexecution by the Issuer and the Trustee of such other indenture or indentures supplemental to theIndenture as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering,amending, adding to or rescinding, in any particular, any of the terms or provisions contained in theIndenture or in any supplemental indenture; provided, however, that nothing in Section 10.02 or inSection 10.01 of the Indenture contained shall permit, or be construed as permitting, without the consentof each Holder of each Outstanding Bond affected thereby (a) an extension of the maturity of theprincipal of, or the interest on any Bond issued under the Indenture, or (b) a reduction in the principalamount of, or redemption premium on, any Bond or the rate of interest thereon, or (c) a privilege orpriority of any Bond or Series 2010 Bonds over any other Bond or Series 2010 Bonds, or (d) a reductionin the aggregate principal amount of the Series 2010 Bonds required for consent to such supplementalindentures, or (e) permit the creation of any lien ranking prior to or on a parity with the lien of theIndenture on the Trust Estate or any part thereof, or as hereinbefore otherwise expressly permitted, or (f)deprive the holder of any Bond then outstanding of the lien created on the Trust Estate.

If at any time the College, on behalf of the Issuer, shall request the Trustee to enter into any suchsupplemental indenture for any of the purposes of Section 10.02 of the Indenture, the Trustee shall, uponbeing satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of suchsupplemental indenture to be given by registered or certified mail to the owner of each Bond shown bythe list of Bondholders required by the terms of Section 4.07 of the Indenture to be kept at the office ofthe Trustee. Such notice shall briefly set forth the nature of the proposed supplemental indenture andshall state that copies thereof are on file at the principal office of the Trustee for inspection by allBondholders. If, within 60 days or such longer period as shall be prescribed by the Issuer following such

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notices, the holders of not less than a majority in aggregate principal amount of the Series 2010 Bondsoutstanding at the time of the execution of any such supplemental indenture shall have consented to andapproved the execution thereof as provided in the Indenture, no holder of any Bond shall have any right toobject to any of the terms and provisions contained therein, or the operation thereof, or in any manner toquestion the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer fromexecuting the same or from taking any action pursuant to the provisions thereof. Upon the execution ofany such supplemental indenture as in Section 10.02 of the Indenture permitted and provided, theIndenture shall be and be deemed to be modified and amended in accordance therewith.

Anything to the contrary notwithstanding so long as the College is not in default under the LoanAgreement, a supplemental indenture under Article X of the Loan Agreement shall not become effectiveunless and until the College shall have consented to the execution and delivery of such supplementalindenture. In this regard, the Trustee shall cause notice of the proposed execution of any suchsupplemental indenture together with a copy of the proposed supplemental indenture to be mailed bycertified or registered mail to the College at least 15 days prior to the proposed date of execution anddelivery of any such supplemental indenture. The College shall be deemed to have consented to theexecution and delivery of any such supplemental indenture if the Trustee does not receive a letter ofprotest or objection thereto signed by or on behalf of the College on or before 4:30 p.m., Central Standardor Daylight Savings Time, as the case may be, on the 15th day after the mailing of said notice.

Amendments to Agreement

The Issuer and the Trustee shall, with the consent of the College, but without the consent of ornotice to the Bondholders consent to any amendment, change or modification of the Loan Agreement asmay be required (i) by the provisions of the Loan Agreement or the Indenture, (ii) for the purpose ofcuring any ambiguity or formal defect or omission, (iii) for the purpose of complying with the TaxAgreement; or (iv) in connection with any other change therein which, in the judgment of the Trustee, isnot to the prejudice of the Trustee or the Bondholders.

Except for the amendments, changes or modifications as provided above, neither the Issuer northe Trustee shall consent to any other amendment, change or modification of the Loan Agreement withoutmailing of notice and the written approval or consent of the holders of more than a majority in aggregateprincipal amount of the Series 2010 Bonds at the time outstanding given as in Section 11.02 of theIndenture. Notwithstanding the foregoing, no amendment, change or modification of the LoanAgreement so as to alter the provisions with respect to payment of Loan Payments under Sections 4.2 and4.3 of the Loan Agreement is permissible without the consent of all holders of all Series 2010 Bonds thenoutstanding. If at any time the Issuer and the College shall request the consent of the Trustee to any suchproposed amendment, change or modification of the Loan Agreement, the Trustee shall, upon beingsatisfactorily indemnified with respect to expenses, cause notices of such proposed amendment, change ormodification to be given in the same manner as provided by Section 10.02 of the Indenture with respect tosupplemental indentures. Such notices shall briefly set forth the nature of such proposed amendment,change or modification and shall state that copies of the instruments embodying the same are on file at theprincipal office of the Trustee for inspection by all Bondholders.

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APPENDIX D

CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and deliveredby The Trustees of Grinnell College (the "Obligated Person" or "Grinnell College") and Wells FargoBank, National Association (the "Trustee" or the "Dissemination Agent") in connection with the issuanceof $58,905,000 Iowa Higher Education Loan Authority Private College Facility Revenue and RefundingBonds (Grinnell College Project) Series 2010 (the "Series 2010 Bonds" or "Bonds"). The Bonds arebeing issued pursuant to an Indenture of Trust between the Iowa Higher Education Loan Authority (the"Issuer") and the Trustee dated as of March 1, 2010 (the "Indenture") and are secured by an assignment tothe Trustee of the Issuer's rights under a Loan Agreement dated as of March 1, 2010 between the Issuerand the Obligated Person.

The Obligated Person and the Trustee covenant and agree as follows:

Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is beingexecuted and delivered by the Obligated Person and the Trustee for the benefit of the Holders andBeneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying withS.E.C. Rule 15c2-12(b)(5) (the "Rule"). Grinnell College is an "obligated person" within the meaning ofthe Rule. The Obligated Person and the Trustee acknowledge that the Issuer has undertaken noresponsibility with respect to any reports, notices or disclosures provided or required under thisAgreement, and has no liability to any person, including any holder of the Bonds, with respect to suchreports, notices or disclosures. The financial information and operating data forming the basis of theannual reporting requirements of Sections 3 and 4 of this Disclosure Agreement are derived from theOfficial Statement. As required by the Rule, this Disclosure Agreement is enforceable by beneficialowners of the Bonds pursuant to Section 11 of this Disclosure Agreement.

Section 2. Definitions. In addition to the definitions set forth in the Indenture and the LoanAgreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwisedefined in this Section, the following capitalized terms shall have the following meanings:

"Annual Report" shall mean any Annual Report provided by the Obligated Person pursuant to,and as described in, Sections 3 and 4 of this Disclosure Agreement.

"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to voteor consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bondsthrough nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds forfederal income tax purposes.

"Disclosure Representative" shall mean the Treasurer of the Obligated Person or his or herdesignee, or such other officer or employee as the Obligated Person shall designate in writing to theTrustee from time to time.

"Dissemination Agent" shall mean the Trustee, acting in its capacity as Dissemination Agenthereunder, or any successor Dissemination Agent designated in writing by the Obligated Person andwhich has filed with the Trustee and the Issuer a written acceptance of such designation.

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"GAAP" shall mean generally accepted accounting principles as in effect from time to time in theUnited States.

"GAAS" shall mean generally accepted auditing standards as in effect from time to time in theUnited States.

"Holders" shall mean the registered holders of the Bonds.

"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.

"National Repository" shall mean Electronic Municipal Market Access System ("EMMA") of theMunicipal Securities Rulemaking Board, or any successor thereto.

"Participating Underwriter" shall mean any of the original underwriters of the Bonds required tocomply with the Rule in connection with offering of the Bonds.

"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commissionunder the Securities Exchange Act of 1934, as the same may be amended from time to time.

"State" shall mean the State of Iowa.

Section 3. Provision of Annual Reports.

(a) The Obligated Person shall, or shall cause the Dissemination Agent to, not later than 210days after the end of its fiscal year (presently July 1 - June 30), commencing with the report for the fiscalyear ending June 30, 2010, provide to the National Repository an Annual Report which is consistent withthe requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted insuch format as is required by the MSRB. The Obligated Person shall provide the Annual Report to theDissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent) not later than 15business days prior to said date. The Annual Report may be submitted as a single document or asseparate documents comprising a package, and may cross-reference other information as provided inSection 4 of this Disclosure Agreement; provided that the audited financial statements of the ObligatedPerson may be submitted separately from the balance of the Annual Report. If the Obligated Person'sfiscal year changes, it shall give notice of such change in the same manner as for a Listed Event underSection 5(f).

(b) If by 15 business days prior to the date specified in subsection (a) for providing theAnnual Report to the National Repository, the Trustee has not received a copy of the Annual Report, theTrustee shall contact the Obligated Person and, if the Trustee is not the Dissemination Agent, theDissemination Agent, to request the copy of the Annual Report required to be delivered by the ObligatedPerson in accordance with subsection (a).

(c) If the Trustee is unable to verify that an Annual Report has been provided to the NationalRepository by the date required in subsection (a), the Trustee shall send a notice to the NationalRepository in substantially the form attached as Exhibit A.

(d) The Dissemination Agent shall:

(i) each year file the Annual Report with the National Repository, and

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(ii) (if the Dissemination Agent is other than the Issuer), file a report with the Issuercertifying that the Annual Report has been filed pursuant to this Disclosure Certificate, stating the date itwas filed.

Section 4. Content of Annual Reports.

(a) The Obligated Person's Annual Report shall contain or incorporate by reference thefollowing:

(i) The audited financial statements of the Obligated Person for the most recently endedfiscal year. If the audited financial statements are not completed within 210 days following the end ofsuch fiscal year, the Annual Report shall contain unaudited financial statements in a format similar to thefinancial statements contained in the Official Statement, and the audited financial statement of theObligated Person shall be submitted to the National Repository promptly upon completion.

(ii) To the extent more current information is then available to the Obligated Person, and isnot included in the financial statements referred to in paragraph (a)(i) above, an updating of theinformation set forth in Appendix A of the Official Statement under the following subheadings: StudentInformation; Comprehensive & Financial Aid; Development & Fundraising; and Financial Matters—Select Financial Information.

Any or all of the items listed above may be incorporated by reference from other documents,including official statements of debt issues of the Obligated Person, which have been submitted to theNational Repository or the Securities and Exchange Commission. If the document incorporated byreference is a final official statement, it must be available from the Municipal Securities RulemakingBoard. The Obligated Person shall clearly identify each such other document so incorporated byreference.

(b) The Obligated Person's annual financial statements for each fiscal year shall be preparedwith GAAP, unless applicable accounting principles are otherwise disclosed in the Official Statement,and audited by an independent accounting firm in accordance with GAAS.

Section 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, the Trustee shall give, or cause to be given,notice of the occurrence of any of the following events with respect to the Bonds, if material:

(1) principal and interest payment delinquencies;

(2) non-payment related defaults;

(3) unscheduled draws on debt service reserves reflecting financialdifficulties;

(4) unscheduled draws on credit enhancements reflecting financialdifficulties;

(5) substitution of credit or liquidity providers, or their failure to perform;

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(6) adverse tax opinions or events affecting the tax-exempt status of thesecurity;

(7) modifications to rights of bond holders;

(8) optional, contingent or unscheduled bond calls;

(9) defeasances;

(10) release, substitution, or sale of property securing repayment of thesecurities; and

(11) rating changes.

(b) The Trustee shall, within one business day of obtaining actual knowledge of theoccurrence of a Listed Event, contact the Disclosure Representative, inform such person of the Event, andrequest that the Obligated Person promptly notify the Trustee in writing whether or not to report the Eventpursuant to subsection (f).

(c) Whenever the Obligated Person obtains knowledge of the occurrence of a Listed Event,whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the ObligatedPerson shall as soon as possible determine whether such Event would be material under applicable federalsecurities laws.

(d) If the Obligated Person determines that knowledge of the occurrence of a Listed Eventwould be material under applicable federal securities laws, the Obligated Person shall promptly notify theTrustee in writing. Such notice shall instruct the Trustee to report the occurrence pursuant to subsection(f).

(e) If in response to a request under subsection (b), the Obligated Person determines that theListed Event would not be material under applicable federal securities laws, the Obligated Person shallpromptly so notify the Trustee in writing and instruct the Trustee not to report the occurrence pursuant tosubsection (f).

(f) If the Trustee has been instructed by the Obligated Person to report the occurrence of aListed Event, the Trustee shall file a notice of such occurrence with the National Repository.Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) need not begiven under this subsection any earlier than the notice (if any) of the underlying event is given to holdersof affected Bonds pursuant to the Indenture.

Section 6. Filing. Any filing under this Agreement may be made solely by transmittingsuch filing to (a) the National Repository for ongoing disclosures by municipal issuers, or (b) as requiredor permitted by amendments to the Rule promulgated after the date hereof (whether or not such rule,regulation or procedure by its terms applies to bonds issued prior to the effective date thereof).

Section 7. Termination of Reporting Obligation. The Obligated Person's obligations underthis Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in fullof all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Obligated

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Person shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).If the Obligated Person’s obligations under the Loan Agreement are assumed in full by some other entity,such person shall be responsible for compliance with this Disclosure Agreement in the same manner as ifit were the Obligated Person and the original Obligated Person shall have no further responsibilityhereunder.

Section 8. Dissemination Agent. The Obligated Person may, from time to time, appoint orengage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement,and may discharge any such Agent. The Dissemination Agent shall not be responsible in any manner forthe content of any notice or report prepared by the Obligated Person pursuant to this DisclosureCertificate. If at any time there is not any other designated Dissemination Agent, the Trustee shall be theDissemination Agent.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this DisclosureAgreement, the Obligated Person and the Trustee may amend this Disclosure Agreement (and the Trusteeshall agree to any amendments so requested by the Obligated Person, except one which imposesadditional duties and liabilities for which an adjustment in compensation to the Trustee has not beenagreed to), and any provision of this Disclosure Agreement may be waived, provided that the followingconditions are satisfied:

(a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it mayonly be made in connection with a change in circumstances that arises from a change in legalrequirements, change in law, or change in the identity, nature or status of an obligated person with respectto the Bonds, or the type of business conducted;

(b) The undertaking, as amended or taking into account such waiver, would, in the opinion ofnationally recognized bond counsel, have complied with the requirements of the Rule at the time of theoriginal issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, aswell as any change in circumstances; and

(c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the samemanner as provided in the Indenture for amendments to the Indenture with the consent of Holders, or (ii)does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair theinterests of the Holders or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, theObligated Person shall describe such amendment in the next Annual Report, and shall include, asapplicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type(or in the case of a change of accounting principles, on the presentation) of financial information oroperating data being presented by the Obligated Person. In addition, if the amendment relates to theaccounting principles to be followed in preparing financial statements, (i) notice of such change shall begiven in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the yearin which the change is made will present a comparison or other discussion in narrative form (and also, iffeasible, in quantitative form) describing or illustrating the material differences between the financialstatements as prepared on the basis of the new accounting principles and those prepared on the basis ofthe former accounting principles.

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Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemedto prevent the Obligated Person from disseminating any other information, using the means ofdissemination set forth in this Disclosure Agreement or any other means of communication, or includingany other information in any Annual Report or notice of occurrence of a Listed Event, in addition to thatwhich is required by this Disclosure Agreement. If the Obligated Person chooses to include anyinformation in any Annual Report or notice of occurrence of a Listed Event in addition to that which isspecifically required by this Disclosure Agreement, the Obligated Person shall have no obligation underthis Agreement to update such information or include it in any future Annual Report or notice ofoccurrence of a Listed Event.

Section 11. Default. In the event of a failure of the Obligated Person or the Trustee tocomply with any provision of this Disclosure Agreement, the Trustee may (and at the request of anyParticipating Underwriter or the Owners of at least 25% aggregate principal amount of OutstandingBonds, shall), or any Owner or Beneficial Owner of the Bonds may take such actions as may be necessaryand appropriate, including seeking mandate or specific performance by court order, to cause the ObligatedPerson or Trustee, as the case may be, to comply with its obligations under this Disclosure Agreement. Adefault under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture,and the sole remedy under this Disclosure Agreement in the event of any failure of the Obligated Personor the Trustee to comply with this Disclosure Agreement shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Trustee/ Dissemination Agent. TheDissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shallhave only such duties as are specifically set forth in this Disclosure Agreement, and the Obligated Personagrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents,harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise orperformance of its powers and duties hereunder, including the costs and expenses (including attorneysfees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent'sgross negligence or willful misconduct. The obligations of the Obligated Person under this Section shallsurvive resignation or removal of the Dissemination Agent and payment of the Bonds.

Section 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of theIssuer, the Obligated Person, the Trustee, the Dissemination Agent, the Underwriter and Holders andBeneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Section 14. Counterparts. This Disclosure Agreement may be executed in severalcounterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument.

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Date: March ___, 2010

THE TRUSTEES OF GRINNELL COLLEGE

By _____________________________________David S. Clay, Treasurer

WELLS FARGO BANK, NATIONAL ASSOCIATION,as Trustee andDissemination Agent

By ___________________________________Joni K. DeVries, Vice President

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EXHIBIT A

NOTICE TO NATIONAL REPOSITORY OFFAILURE TO FILE ANNUAL REPORT

Name of Issuer: Iowa Higher Education Loan Authority

Name of Bond Issue: $58,905,000 Iowa Higher Education Loan AuthorityPrivate College Facility Revenue and Refunding Bonds(Grinnell College Project)Series 2010

Name of Obligated Person: The Trustees of Grinnell College

Date of Issuance: March 9, 2010

NOTICE IS HEREBY GIVEN that the Obligated Person has not provided an Annual Report with respectto the above-named Bonds as required by Section 3 of the Continuing Disclosure Agreement delivered inconnection with the issuance of the Bonds. The Obligated Person anticipates that the Annual Report willbe filed by __________________.

Dated: __________________

WELLS FARGO BANK, NATIONAL ASSOCIATIONTrustee on behalf of Obligated Person

By ______________________________________________________________________

cc: Obligated Person

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APPENDIX E

FORM OF OPINION OF BOND COUNSEL

Iowa Higher Education Loan AuthorityDes Moines, Iowa

RE: $58,905,000 - Iowa Higher Education Loan AuthorityPrivate College Facility Revenue and Refunding Bonds(Grinnell College Project) Series 2010

Ladies and Gentlemen:

As Bond Counsel in connection with the authorization, issuance and sale by the Iowa HigherEducation Loan Authority (the "Issuer"), of the obligations described above, dated as of the date ofissuance (the "Series 2010 Bonds"), we have examined: (1) a Loan Agreement, dated as of March 1, 2010(the "Loan Agreement"), between the Issuer and The Trustees of Grinnell College, an Iowa nonprofitcorporation (the "College"); (2) an Indenture of Trust, dated as of March 1, 2010 (the "Indenture"),between the Issuer and Wells Fargo Bank, National Association, Des Moines, Iowa, as trustee (togetherwith any successor trustee, the "Trustee"); (3) a Tax Certificate and Agreement, dated the date hereof (the"Tax Certificate"), among the Corporation, the Issuer and the Trustee; (4) certified copies of certainproceedings taken, and certain affidavits and certificates furnished, by the Issuer in the authorization, saleand issuance of the Series 2010 Bonds and the execution and delivery of the Loan Agreement, theIndenture and other documents; (5) an Escrow Deposit Agreement dated as of March 1, 2010, (the"Escrow Agreement"), between the College, the Issuer and Wells Fargo Bank, National Association, asescrow agent (the "Escrow Agent"); and (6) the form of the Series 2010 Bonds.

As to questions of fact material to our opinion, we have assumed the authenticity of and reliedupon the proceedings, affidavits, certificates and other documents furnished to us without undertaking toverify the same by independent investigation.

From such examination and on the basis of existing law, it is our opinion that:

(1) The Issuer is a body politic and corporate, duly organized and existing under the laws ofthe State of Iowa, and has power and authority to issue the Series 2010 Bonds and to loan the proceedsthereof to the Corporation to accomplish the Refunding (as defined in the Loan Agreement) and tofinance a portion of the costs of the Project (as defined in the Loan Agreement), and to pledge the loanpayments to be received pursuant to, and certain of its interests in, the Loan Agreement as security for thepayment of the principal of and interest on the Series 2010 Bonds.

(2) The Loan Agreement and the Indenture have each been duly and validly authorized,executed and delivered by the Issuer and, assuming the due authorization, execution and delivery by theother parties thereto, are in full force and effect and are valid and binding special, limited obligations ofthe Issuer enforceable in accordance with their terms. The Indenture creates the valid pledge that itpurports to create with respect to the Trust Estate established under the Indenture, except the RebateFund. All Series 2010 Bonds issued under the Indenture shall in all respects be equally and ratablysecured thereby, without preference, priority, or distinction, so that all of the Series 2010 Bonds shall

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have the same right, lien and preference under and by virtue of the Indenture, and shall all be equally andratably secured thereby.

(3) The Series 2010 Bonds have been duly and validly authorized, executed and delivered bythe Issuer, and are valid and binding special, limited obligations of the Issuer, enforceable in accordancewith their terms and the terms of the Indenture. The Series 2010 Bonds are not general obligations orindebtedness of the Issuer or the State of Iowa within the meaning of any constitutional or statutorylimitation, and do not constitute or give rise to a pecuniary liability of the Issuer or the State of Iowa or acharge against the general credit or any taking power of either the Issuer or the State of Iowa, but arepayable solely from revenues derived from the Loan Agreement, as provided in the Indenture. The Series2010 Bonds issued under the Indenture are equally and ratably secured by and entitled to the benefitsprovided by the Indenture.

(4) The Series 2010 Bonds are "private activity bonds" within the meaning of Section 141(a)of the Internal Revenue Code of 1986, as amended (the "Code"), but bear interest not includable in grossincome for purposes of federal income taxation under Section 103(a) of the Code pursuant to theexemption for "qualified 501(c)(3) bonds" provided in Section 145 of the Code. Further, interest on theSeries 2010 Bonds is not an item of tax preference includable in alternative minimum taxable income forpurposes of the federal alternative minimum tax applicable to all taxpayers. It should be noted, however,that interest on the Series 2010 Bonds is includable in adjusted current earnings of corporations indetermining alternative minimum taxable income for purposes of federal alternative minimum taxes.Interest on the Series 2010 Bonds is excluded from income for purposes of State of Iowa income taxation.

The opinions expressed in paragraphs (2) and (3) above are subject to the effect of any state orfederal laws relating to bankruptcy, insolvency, reorganization, moratorium or creditors' rights and theexercise of judicial discretion.

The opinions expressed in paragraph (4) above are subject to the condition of compliance by theIssuer, the Corporation, and the Trustee with all requirements of the Code that must be satisfiedsubsequent to the issuance of the Series 2010 Bonds in order that interest thereon may be, and continuesto be, excluded from gross income for federal income tax purposes. Noncompliance with suchrequirements could result in the inclusion of interest on the Series 2010 Bonds in gross income for federalincome tax purposes, either prospectively or retroactively to the date of issuance of the Series 2010Bonds. Except as stated in this opinion, we express no opinion regarding federal, state or other taxconsequences to owners of the Series 2010 Bonds.

In rendering the opinion contained in paragraph (4) above, we have relied upon (i) representationsmade by officers of the Corporation as to the nature, use, cost and economic life of the facilities financedand refinanced with proceeds of the Series 2010 Bonds, the investment of such proceeds, the intendedapplication of the proceeds of the Series 2010 Bonds, the College=s status as a 501(c)(3) organization andother matters relating to the exclusion of interest on the Series 2010 Bonds from gross income forpurposes of federal income taxation; (ii) the opinion of even date herewith of Davis, Brown, Koehn,Shors & Roberts, P.C., counsel for the Issuer, with respect to, among other matters, the power of theIssuer to issue the Series 2010 Bonds and to enter into and perform the Agreement and the Indenture, and(iii) the opinion, of even date herein, of Nyemaster, Goode, West, Hansell & O=Brien, P.C., Des Moines,Iowa, counsel to the Corporation, as to the due and valid incorporation and good standing of theCorporation, its status as an organization described in Section 501(c)(3) of the Code and exempt from taxunder Section 501(a) of the Code and as to the characterization of the College=s activities in connectionwith the use of the facilities financed and refinanced with proceeds of the Series 2010 Bonds as activities

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that do not constitute an unrelated trade or business of the Corporation under Section 513(a) of the Code.We have assumed that the proceeds of the Series 2010 Bonds will be applied in accordance with theprovisions of the Loan Agreement and the representations made by the Issuer and the Corporation withrespect thereto, and that the Corporation will make any necessary calculations and pay to the UnitedStates any amounts required under Section 148 of the Code.

In rendering the opinion contained in paragraph (2) above, we have relied upon the opinion ofeven date herewith of Davis, Brown, Koehn, Shors & Roberts, P.C., counsel for the Issuer, with respectto, among other matters, the power of the Issuer to issue the Series 2010 Bonds and to enter into andperform the Agreement and the Indenture.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplementthis opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changesin law that may hereafter occur.

Respectfully submitted,

JBunz/ 647215.1 /MSWord

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