iowa higher education loan authority - amazon s3 · 12/29/2016 · the iowa higher education loan...

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PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 29, 2016

NEW ISSUE Ratings: S&P: “AAA stable” Moody’s: “Aaa stable” (See “Bond Ratings” herein)

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

$113,285,000*

Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project), Series 2017

(DTC Book Entry Only)

Dated: Date of Delivery Maturities: December 1, as shown on inside front cover page.

The Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project), Series 2017 (the “Bonds”) are issuable only as fully registered bonds and, when issued, will be registered in the name of “Cede & Co.”, as registered owner and nominee for The Depository Trust Company (“DTC”), as securities depository for the Bonds. Purchases by beneficial owners are to be made in book-entry only form in the principal amount of $5,000 or any integral multiple thereof. Beneficial owners will not receive certificates evidencing their interest in the Bonds. See “THE BONDS – Book-Entry Only System” herein. Interest on the Bonds is payable semiannually on June 1 and December 1 commencing on June 1, 2017, based on a 30/360 method, at the rates set forth below, by check or draft mailed to the registered owner, or by wire transfer in certain circumstances. So long as DTC or its nominee is the registered owner, such payments will be made directly to such registered owner, and disbursal of such payments to the beneficial owners is the responsibility of DTC participants as more fully described herein. Principal of, redemption premium, if any, and interest on the Bonds is payable at the designated office of U.S. Bank National Association, Saint Paul, Minnesota, as trustee for the Bonds (the “Trustee”) under an Indenture of Trust dated as of February 1, 2017, between the Iowa Higher Education Loan Authority (the “Issuer”) and the Trustee.

Bonds maturing after December 1, 20__ are subject to optional redemption at the direction of the College as a whole or in part at any time on or after December 1, 20__ at the redemption price equal to the principal amount thereof plus accrued interest to the redemption date. Additionally, the Bonds are subject to special optional and mandatory redemption prior to maturity, as more fully described herein.

The 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, an Iowa nonprofit corporation (the “College”) to provide funds (i) to partially finance the renovation and significant expansion of the existing Alumni Recitation Hall and Carnegie Hall to create, equip, and furnish a new interdisciplinary Humanities and Social Studies Complex (“HSSC”) on campus, (ii) to construct, equip, and furnish a new Admission/Financial Aid Center, (iii) to develop and partially implement a comprehensive campus landscaping plan, and (iv) to pay costs of issuance of the Bonds. The Issuer will enter into a Loan Agreement with the College dated as of February 1, 2017 (the “Loan Agreement”) pursuant to which the Issuer will loan to the College the proceeds of the Bonds.

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

The Bonds are subject to certain risk factors. See the caption “BONDOWNERS’ RISKS” herein.

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

The Bonds are offered when, as and if issued by the Issuer and accepted by the Underwriter subject to approval of validity and enforceability by Ahlers & Cooney, P.C., Des Moines, Iowa, as bond counsel, and certain other conditions. Certain legal matters will be passed upon for the College by Nyemaster Goode, P.C., Des Moines, Iowa, for the Issuer by Davis, Brown, Koehn, Shors & Roberts, P.C., Des Moines, Iowa, and for the Underwriter by its internal counsel. It is expected that the Bonds will be available for delivery through The Depository Trust Company in New York, New York on or about February 7, 2017. * Preliminary, subject to change

George K. Baum & Company

$113,285,000(a) Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project), Series 2017

MATURITY SCHEDULE

Maturity(a) (December 1) Principal(a) Interest(b) Yield(b)

CUSIP(b)† 462460:

2021 $ 2,355,000 2022 $ 2,450,000 2023 $ 2,550,000 2024 $ 2,650,000 2025 $ 2,755,000 2026 $ 2,895,000 2027 $ 3,040,000 2028 $ 3,190,000 2029 $ 3,350,000 2030 $ 3,515,000 2031 $ 3,695,000 2032 $ 3,875,000 2033 $ 4,070,000 2034 $ 4,275,000 2035 $ 4,490,000 2036 $ 4,715,000

2041(a)(c) $26,805,000

2046(a)(c) $32,610,000

(a) Preliminary, subject to change. (b) To be completed after pricing

(c) Term Bond † CUSIP (Committee on Uniform Security Identification Procedures) is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by S&P Capital IQ, a part of McGraw Hill Financial Inc. The CUSIP numbers listed are being provided solely for the convenience of the holders only at the time of issuance of the Bonds, and neither the Issuer nor the College make any representations with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions, including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds.

No 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 connection with the offering of the Bonds, and, if given or made, such information or representations must not be relied upon as having been authorized by the Issuer, the College or the Underwriter. Statements contained in this Official Statement which involve estimates, forecasts, or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of fact. The information and expressions of opinion contained in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall, under the circumstances, create any implication that there has been no change in the affairs of the Issuer, the College or others since the date hereof. The information contained in this Official Statement has been obtained from the Issuer, the College and other sources which are deemed to be reliable. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, 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 or solicitation is not authorized, or in which any person making such offer or solicitation is not qualified to do so, or to any 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 the 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 as of any time subsequent to its date. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE PRICE AT WHICH THE BONDS ARE OFFERED TO THE PUBLIC BY THE UNDERWRITER (AND THE YIELD RESULTING THEREFROM) MAY VARY FROM THE PUBLIC OFFERING PRICE APPEARING ON THE INSIDE FRONT COVER PAGE HEREOF. IN ADDITION, THE UNDERWRITER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICE TO DEALERS AND OTHERS. THE BONDS HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COLLEGE AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

Cautionary Statements Regarding Forward-Looking Statements This Official Statement, including APPENDIX A, contains statements which should be considered “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” or similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COLLEGE DOES NOT EXPECT OR INTEND TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

THE IOWA HIGHER EDUCATION LOAN AUTHORITY

BOARD OF DIRECTORS Dr. John V. Hartung Retired President, Iowa Association of Independent

Colleges and Universities, Des Moines, Iowa

Dr. Marianne Mickelson Civic Leader, West Des Moines, Iowa

Dr. Edward Rogalski President Emeritus, St. Ambrose University, Davenport, Iowa

Annette Shaw Senior Managing Director, BTC Capital Management,Des Moines, Iowa

Gary Steinke President, Iowa Association of Independent Colleges and Universities, Des Moines, Iowa

Maribeth Wright, Executive Director

Will B. Tschudy, Financial Advisor

Davis, Brown, Koehn, Shors & Roberts, P.C., General Counsel

BOND COUNSEL

Ahlers & Cooney, P.C.

MUNICIPAL ADVISOR TO THE COLLEGE

Springsted Incorporated

UNDERWRITER

George K. Baum & Company

TABLE OF CONTENTS Page: Introduction ........................................................................................................................................ 1 The Issuer ........................................................................................................................................... 3 The College ........................................................................................................................................ 5 Plan of Financing ............................................................................................................................... 5 Sources and Uses of Funds ................................................................................................................ 6 The Bonds .......................................................................................................................................... 6 Security and Sources of Payment for the Bonds ................................................................................ 10 Estimated Debt Service Requirements ............................................................................................... 10 Bondowners’ Risks ............................................................................................................................ 11 Litigation ............................................................................................................................................ 15 Legal Matters ..................................................................................................................................... 15 Tax Matters ........................................................................................................................................ 16 Continuing Disclosure ....................................................................................................................... 18 Relationship Among the Parties ......................................................................................................... 18 Bond Ratings ...................................................................................................................................... 19 Financial Statements .......................................................................................................................... 19 Municipal Advisor ............................................................................................................................. 19 Underwriting ...................................................................................................................................... 19 The Trustee ........................................................................................................................................ 20 Miscellaneous .................................................................................................................................... 20 The Trustees of Grinnell College: Organization and Operations .................................................. Appendix A Proposed Form of Legal Opinion ................................................................................................. Appendix B Form of Continuing Disclosure Agreement .................................................................................. Appendix C Summaries of Principal Documents .............................................................................................. Appendix D The Depository Trust Company ..................................................................................................... Appendix E Financial Report for the Years Ended June 30, 2016 and 2015 ..................................................... Appendix F

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OFFICIAL STATEMENT

$113,285,000* Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project), Series 2017

INTRODUCTION The following introductory statement is subject in all respects to more complete information contained elsewhere in this Official Statement. The order and placement of materials in this Official Statement, 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 and Appendices, must be considered in its entirety. All capitalized terms used in this Official Statement that are not otherwise defined herein shall have the meanings ascribed to them in APPENDIX D hereto. Purpose of this Official Statement This Official Statement, which includes the cover page and the appendices, provides information in connection with the sale of Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project) Series 2017 (the “Bonds”), issued by the Iowa Higher Education Loan Authority (the “Issuer”), and includes information concerning the Issuer and 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 the caption “THE ISSUER” herein. The Issuer makes no representations with respect to any information in this 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 this Official Statement other than the portions under the headings “THE ISSUER” and “LITIGATION – The Issuer.” The College The College is a nonprofit corporation that has tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), organized and existing under the laws of the State of Iowa. The College is a four-year, residential, co-educational private liberal arts college located in Grinnell, Iowa. See “THE COLLEGE” and “APPENDIX A – THE TRUSTEES OF GRINNELL COLLEGE – ORGANIZATION AND OPERATIONS.” The Bonds The Bonds will be issued pursuant to (i) the provisions of the Iowa Higher Education Loan Authority Act, Chapter 261A, Code of Iowa, (ii) a resolution of the Issuer adopted prior to issuance of the Bonds (the “Bond Resolution”), and (iii) the provisions of an Indenture of Trust (the “Indenture”) dated as of February 1, 2017, between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). The Issuer and the College will enter into a Loan Agreement dated as of February 1, 2017 (the “Loan Agreement”) pursuant to which the Issuer will loan to the College the proceeds of the Bonds in order to provide funds:

* Preliminary, subject to change

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(i) to partially finance the renovation and significant expansion of the existing Alumni Recitation Hall and Carnegie Hall to create, equip, and furnish a new interdisciplinary Humanities and Social Studies Complex (“HSSC”),

(ii) to finance the construction, equipping, and furnishing of a new Admission/Financial Aid Center,

(iii) to finance a comprehensive campus landscaping plan and partial implementation thereof (the first three elements hereof referred to as the “Project”), and

(iv) to pay costs of issuance of the Bonds.

For more details on the Project, see “PLAN OF FINANCING – The Project” herein. The Loan Agreement between the Issuer and the College requires the College to make payments sufficient to pay the principal of and interest on the Bonds, when due, along with certain administrative expenses of the Issuer. In the Indenture, the Issuer will assign and pledge to the Trustee all of the Issuer’s right, title and interest in and to the Loan Agreement, including all revenues, receipts and other payments derived by the Issuer under the Loan Agreement, except for certain rights of the Issuer to indemnification and payment of expenses. See “APPENDIX D – SUMMARIES OF PRINCIPAL DOCUMENTS.” A description of the Bonds is contained in this Official Statement under the caption “THE BONDS.” All references to the Bonds are qualified in their entirety by the definitive forms thereof and the provisions with respect thereto included in the Indenture and the Loan Agreement. A description of the uses of funds is contained in this Official Statement under the caption “ESTIMATED SOURCES AND USES OF FUNDS.” Security for the Bonds The Bonds are special limited obligations of the Issuer payable solely from amounts payable under the Loan Agreement. Pursuant to the Loan Agreement, the College is obligated to repay its loan by making semiannual payments to the Trustee (hereinafter defined) for the benefit of the Bondholders until the principal of, premium, if any, and interest on the Bonds have been fully paid or provision has been made therefor. The Trustee will retain custody of the Bond Fund and Costs of Issuance Fund, and therefore, the Trustee will have a lien on these two funds. The obligations of the College under the Loan Agreement are general obligations of the College payable from all legally available resources from the College, but are unsecured; neither the Issuer nor any owner of a Bond has any interest in or lien on any other facilities or property of the College. See “THE BONDS” and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. The Bonds do not constitute a debt or an indebtedness of the State or any political subdivision thereof within the meaning of any State constitutional or statutory provision or limitation and are not general obligations of the Issuer or obligations general, special or otherwise of the State or any other political subdivision thereof. The State has not pledged its full faith and credit for the payment of the Bonds. The Issuer has no taxing power. Financial Statements Audited financial statements of the College for the years ended June 30, 2016 and 2015 are included in APPENDIX F to this Official Statement. See also “FINANCIAL STATEMENTS” herein. Bondowners’ Risks Payment of the principal of and interest on the Bonds is dependent upon revenues to be derived from the operations of the College. Certain risks are inherent in the production of such revenues. See the caption “BONDOWNERS’ RISKS” herein for a discussion of certain of these risks.

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Continuing Disclosure The College has agreed to provide the Trustee with annual financial statements and certain other information, in accordance with the current requirements of Rule 15c2-12 of the Securities and Exchange Act (“Rule 15c2-12”). The College is currently the sole “obligated person” under Rule 15c2-12 with respect to the Bonds. U.S. Bank National Association will act as Dissemination Agent for the College pursuant to a continuing disclosure agreement. See “CONTINUING DISCLOSURE” herein for a description of the College’s undertaking to provide secondary market disclosure. See also “APPENDIX C – FORM OF CONTINUING DISCLOSURE AGREEMENT.” Additional Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Brief descriptions of the Issuer, the College and the Project are included in this Official Statement. Definitions of certain words and terms and summaries of the Indenture and the Loan Agreement are included in the Official Statement in APPENDIX D hereto. Such definitions and summaries do not purport to be comprehensive or definitive. All references herein to the Bonds, the Indenture, the Loan Agreement and other documents are qualified in their entirety by reference to such documents and all capitalized terms used herein which are not defined have the meanings given such terms in the Indenture and the Loan Agreement. Copies of the Indenture and the Loan Agreement may be viewed at the offices of the Iowa Higher Education Loan Authority, 505 5th Avenue, Suite 1040, Des Moines, Iowa 50309, or will be provided to any prospective purchaser requesting 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 and existing under the laws of the State of Iowa, including particularly the Iowa Higher Education Loan Authority 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 Issuer loans the proceeds from the sale of its revenue bonds to private educational institutions for the purpose of financing the cost of a project (as defined in the Act), including the refunding of existing indebtedness and the costs of acquiring or constructing facilities located in the State of Iowa suitable for the use of such private educational institutions. 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 and not more than three members may be of the same political party. Initial members were appointed to staggered terms of office and successor members are appointed for terms of six years. Members continue to serve after expiration of their terms until a successor is appointed or they are reappointed.

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The current members of the Issuer are as follows:

Name Title Term Expires

Principal Occupation/Affiliation Contact Information

Dr. Edward Rogalski

Chairperson 4/30/22 President EmeritusSt. Ambrose University Davenport, Iowa

(563) 326-3000 [email protected]

Gary Steinke Vice Chair 4/30/17 PresidentIowa Association of Independent Colleges and Universities Des Moines, Iowa


Dr. Marianne Mickelson

Treasurer 4/30/20 Civic LeaderWest Des Moines, Iowa.


Dr. John V. Hartung

Secretary 4/30/21 Retired PresidentIowa Association of Independent Colleges and Universities Des Moines, Iowa


Annette Shaw Asst. Secretary

4/30/18 Senior Managing DirectorBTC Capital Management Des Moines, Iowa


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 the Issuer and is also acting as Issuer’s Counsel in connection with the issuance of the Bonds. W.B. Tschudy 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 by instruments separate and apart from the instruments issuing and securing the Bonds. The owners of such bonds and notes have no claim on assets, funds or revenues of the Issuer securing the Bonds and the owners of the Bonds will have no claims on any assets, funds or revenues of the Issuer securing such other bonds and notes. With respect to additional indebtedness of the Issuer, the Issuer intends to enter into separate agreements with participating educational institutions in the State for the purpose of providing financing for eligible projects and programs. Issues which may be sold by the Issuer in the future will be created under separate and distinct bond indentures or resolutions and will be secured by instruments, properties and revenues separate from those securing the Bonds. Iowa law requires that the State shall not be liable in any event for the payment of the principal of or interest on any bonds of the Issuer or for the performance of any pledge, mortgage, obligation or agreement undertaken by the Issuer and no breach of any such pledge, mortgage, obligation or agreement may impose any pecuniary liability upon the State or any charge upon the general credit or taxing power of the State.

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EXCEPT FOR INFORMATION CONCERNING THE ISSUER IN THE SECTIONS HEREOF CAPTIONED “THE ISSUER” AND “LITIGATION - THE ISSUER,” NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE ISSUER, AND THE ISSUER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

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 taxation under Section 501(a) of the Code. The College is a four-year, residential, co-educational, private, liberal arts college with an enrollment of 1,654 undergraduate degree-seeking FTEs for the 2016-17 academic year. The College is located in Grinnell, Iowa, approximately 55 miles east of Des Moines, Iowa. See “APPENDIX A – THE TRUSTEES OF GRINNELL COLLEGE: ORGANIZATION AND OPERATIONS” hereto.

PLAN OF FINANCING General The College will use the proceeds of the Bonds

(i) to partially finance the renovation and significant expansion of the existing Alumni Recitation Hall and Carnegie Hall to create, equip, and furnish a new interdisciplinary Humanities and Social Studies Complex (“HSSC”),

(ii) to finance the construction, equipping, and furnishing of a new Admission/Financial Aid Center,

(iii) to finance a comprehensive campus landscaping plan and partial implementation thereof (the first three elements hereof referred to as the “Project”), and

(iv) to pay costs of issuance of the Bonds. The Project The College has adopted a long-range campus development plan to ensure that its facilities contribute to a quality experience for students, faculty, and staff. Phase I, which consists of three elements (the “Project”), is focused on improving and updating the College’s learning spaces:

1. Teaching and learning: Partially finance the renovation and significant expansion of two historic buildings – the Alumni Recitation Hall (“ARH”) and Carnegie Hall, dedicated in 1916 and 1905, respectively – to create a new interdisciplinary learning space housing 13 humanities and social studies departments to be known as the Humanities and Social Studies Complex (“HSSC”). The new facility will place the College and its students at the forefront of inquiry-led, interdisciplinary teaching and learning.

2. Attracting and retaining exceptional students, faculty, and staff: Design and construct a new Admission/Financial Aid Center to welcome prospective students and other visitors to the College in a way that communicates the College’s commitment to academic excellence and contribution to society.

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3. Defining our place: Develop and partially implement a comprehensive campus landscaping plan that makes the entire campus a learning space, with a cohesive sense of place and a rich collection of spaces to think, reflect, play, live, and learn.

The HSSC is the largest element of the Project. The College has engaged EYP (Boston, Massachusetts) as the HSSC’s architect. McGough Construction (Saint Paul, Minnesota) is the construction manager. In February 2016 the College’s Board of Trustees approved the HSSC schematic design. In October 2016 the Board of Trustees approved an updated project budget, inclusive of the construction guaranteed maximum price (GMP) for the HSSC. Construction on the HSSC is scheduled to commence January 2017 starting with demolition of sections of Carnegie Hall. Completion and expected occupancy are expected by fall of 2020. Ayers Saint Gross (Baltimore, Maryland) has been engaged as architect for the Admission/Financial Center project and the comprehensive landscaping plan and partial implementation thereof. These two projects are smaller in scale than the HSSC. The architect completed conceptual design in Summer 2016 and is now engaged in the schematic design. McGough Construction (Saint Paul, Minnesota) has been selected to serve as the construction manager for the projects. Before breaking ground, McGough, ASG, and the College will agree upon a GMP for construction of the Admission/Financial Center. The College’s Board of Trustees authorized a budget not to exceed $140 million for the Project. Of this, the College plans to fund $20 million from gifts and contributions and the balance of up to $120 million from Bond proceeds.

SOURCES AND USES OF FUNDS*

SOURCES: Par amount of Bonds $ Premium/(Discount) Total Sources $ USES: Deposit to Project Fund $ Deposit to Costs of Issuance fund† Rounding Amount Total Uses $

† Includes legal, Rating Agency, Trustee, Issuer, and Underwriter discount.

THE BONDS The Bonds will be issued pursuant to the Indenture, will be dated the date of delivery and will mature and bear interest as set forth on the inside front cover page of this Official Statement. The 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”), as securities depository for the Bonds (the “Securities Depository”). Purchases by beneficial owners of the Bonds (the “Beneficial Owners”) are to be made in book-entry only form in the principal amount of $5,000 or any integral multiple thereof. Principal of each Bond will be payable to the registered owner as shown on the registration records of the Trustee. Interest on the Bonds is payable on June 1 and December 1, commencing June 1, 2017, to the

* Actual Sources and Uses will appear in the Final Official Statement after pricing.

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person who is the registered owner at the close of business on the 15th day of the calendar month next preceding that interest payment date (the “Regular Record Date”). However, if there is a default in payment or provision of interest due with respect to a Bond on any interest payment date, such interest thereafter will be paid to the registered owner of such Bond as of a special record date (the “Special Record Date”) to be established by the Trustee whenever moneys become available for payment of the defaulted interest. Payments to Beneficial Owners are to be made as described below in “Book-Entry Only System.” Redemption Prior to Maturity The Bonds are subject to redemption prior to maturity in accordance with the following terms and provisions. Mandatory Sinking Fund Redemption* Bonds maturing on December 1, 2041 and December 1, 2046 are subject to mandatory sinking fund redemption by the Issuer on the dates and in the amounts specified below, prior to maturity, in direct order of maturity and within a maturity by lot on April 1 of each of the years, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date:

Bonds Maturing December 1, 2041

December 1: Principal

2037 $4,950,0002038 $5,145,0002039 $5,355,0002040 $5,565,0002041† $5,790,000

† Final Maturity

Bonds Maturing December 1, 2046

December 1: Principal2042 $6,020,0002043 $6,260,0002044 $6,510,0002045 $6,775,0002046† $7,045,000

† Final Maturity Optional Redemption* The Bonds maturing after December 1, 20__ are subject to optional redemption at the direction of the College as a whole or in part at any time on or after December 1, 20__ at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date. The principal amount of any Term Bonds may be reduced through the earlier optional redemption, with any partial optional redemptions of the Term Bonds credited against future mandatory redemption requirements for such Term Bonds in such order as the College shall determine. Special Optional Redemption The College shall have the option to prepay the payments payable under the Loan Agreement, and to cause the Bonds to be redeemed, in whole or in part, from and to the extent the College exercises its option to

* All dates and/or amounts in this section are preliminary and subject to change.

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prepay the payments under the Loan Agreement from the Net Proceeds (as defined in APPENDIX D) of any insurance 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 College determines 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 taken by

eminent domain as to render the Facilities, or such portion thereof unsatisfactory to the College for continued operation.

Special optional prepayment as a result of the occurrence of any of the above events shall be accomplished by paying to the Trustee a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal amount of the outstanding Bonds to be redeemed, plus accrued interest on such Bonds to the redemption date, without premium. In addition, the College shall pay all reasonable and necessary fees and expenses of the Trustee accrued and to accrue in connection with such prepayment and redemption, and, upon a prepayment in whole, all other liabilities of the College accrued and to accrue under the Loan Agreement. Mandatory Redemption of Bonds and Prepayment of Loan The College is required to prepay the Loan in whole (or in whole with respect to (b) below) and to cause all of the 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 of the United States of America or of legislative or administrative action (whether state or federal) or of final decree, judgment or order of any Court or administrative body (whether state or federal) entered after the contest thereof by the College in good faith, that the Loan Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or

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

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

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

(2) an additional amount equal to the Trustee’s and Paying Agent’s fees and expenses under the

Indenture accrued and to accrue through the redemption date; and (3) an amount of money sufficient to discharge all other liabilities of the College accrued under the

Loan Agreement. Selection of Bonds for Redemption Bonds or portions of Bonds (in $5,000 multiples of the principal amount thereof) to be redeemed pursuant to the provisions described above are to be redeemed in the order of maturities selected by the College (other than mandatory sinking fund redemptions). If fewer than all of the Bonds within a maturity are being redeemed, the Bond Registrar will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed.

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Notice and Effect of Call for Redemption Notice of any optional redemption is to be given by the Trustee to the registered owners of the Bonds to be redeemed not less than 30 days prior to the redemption date. Published notice of the call for redemption need not be given. Failure to give such notice or any defect therein as to any particular Bonds shall not affect the validity of the proceedings for the redemption of any other Bonds with respect to which notice was submitted. If notice of redemption has been given and sufficient funds deposited with the Trustee to be used to redeem such Bonds, then on the redemption date such Bonds will cease to bear interest. The date of the special prepayment pursuant to the Loan Agreement shall be on any Business Day, not less than 30 days from the date the notice is submitted and the date of the mandatory redemption as a result of a Determination of Taxability pursuant to the Loan Agreement shall be set on any Business Day as soon as practicable but not more than 120 days from the date of the Determination of Taxability. So long as DTC is effecting book-entry transfers of the Bonds, the Trustee shall provide the notices specified above only to DTC. It is expected that DTC will, in turn, notify the DTC Participants and that the DTC Participants, in turn, will notify or cause to be notified the Beneficial Owners. Any failure on the part of DTC or a DTC Participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been given notice from the Trustee, a DTC Participant or otherwise) to notify the Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond. Book-Entry Only System The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. For further detail on DTC, see “APPENDIX E – THE DEPOSITORY TRUST COMPANY.” CUSIP Numbers It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for any Bonds. Additional Bonds and Other Indebtedness Nothing in the Loan Agreement or the Indenture shall prevent the College from incurring Indebtedness, which can be general Indebtedness or Indebtedness which is on parity or is junior or subordinate to the Bonds. Anticipated Future Bond Issuance The College regularly improves, expands and changes its physical plant and incurs long-term financing as needed for these purposes. Based on current project timing, the College does not anticipate financing any such projects with debt within the next three years. The College also regularly monitors its existing debt for refunding opportunities. Refunding existing debt and replacing it with new debt may alter the College’s overall debt service payments.

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SECURITY AND SOURCES OF PAYMENT FOR THE BONDS General The Bonds will be issued under the Indenture, which will assign and pledge to the Trustee (1) certain rights of the Issuer under the Loan Agreement, (2) all revenues and receipts receivable by the Issuer therefrom and from the security therefor, and (3) the funds and accounts (except the Rebate Fund), including the money and investments in them, which the Trustee holds under the terms of the Indenture. Special, Limited Obligations The Bonds are special, limited obligations of the Issuer payable solely from amounts payable under the Loan Agreement and funds held by the Trustee for the benefit of Bondholders. The Bonds do not represent or constitute a debt or indebtedness of the State or any other political subdivision thereof or a pledge of the faith and credit of the State or any other political subdivision thereof. The owners of the Bonds shall have no right to have taxes levied by the State or any political subdivision thereof for the payment of amounts due on the Bonds. The Issuer has no taxing powers. Neither the Issuer nor any persons executing the Bonds shall be liable personally on the Bonds or subject to any personal liability or accountability by reason of the issuance thereof. The Loan Agreement Loan Payments and Other Payments Under the Loan Agreement, the College is required to make semi-annual Loan Payments to the Trustee for deposit into the Bond Fund in amounts sufficient to pay the principal of and interest on the 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 Agreement are absolute and unconditional without any abatement or diminution thereof. See “APPENDIX D – SUMMARIES OF PRINCIPAL DOCUMENTS – The Loan Agreement.” Priority of Payments from Certain Revenues The Loan Agreement is a general obligation of the College. See “SECURITY AND SOURCES OF PAYMENT FOR THE 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 the Bondowners, the Loan Agreement, together with all of its rights under the Loan Agreement, including all loan payments and other amounts payable under the Loan Agreement as security for the payment of the principal of and interest on the Bonds. See “APPENDIX D – SUMMARIES OF PRINCIPAL DOCUMENTS – The Indenture.”

ESTIMATED DEBT SERVICE REQUIREMENTS The following table sets forth the actual and estimated annual amounts required to pay scheduled principal, including mandatory sinking fund payments, if any, and interest on the Bonds and other existing long term debt which will remain outstanding during each fiscal year of the College.

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Estimated Fiscal Year Annual Debt Service

FYE June 30:

Existing Debt Service (1)

Estimated Series 2017

Principal

Estimated Series 2017 Interest (2)

Estimated Series 2017 Debt Service

Estimated Total Debt

Service 2017 $ 9,561,763 $ 1,463,404 $ 1,463,404 $ 11,025,166 2018 $ 9,329,450 $ 4,970,050 $ 4,970,050 $ 14,299,500 2019 $ 9,049,200 $ 4,970,050 $ 4,970,050 $ 14,019,250 2020 $ 8,754,200 $ 4,970,050 $ 4,970,050 $ 13,724,250 2021 $ 8,366,575 $ 4,970,050 $ 4,970,050 $ 13,336,625 2022 $ 3,722,950 $ 2,355,000 $ 4,922,950 $ 7,277,950 $ 11,000,900 2023 $ 3,719,325 $ 2,450,000 $ 4,826,850 $ 7,276,850 $ 10,996,175 2024 $ 3,717,325 $ 2,550,000 $ 4,726,850 $ 7,276,850 $ 10,994,175 2025 $ 3,716,700 $ 2,650,000 $ 4,622,850 $ 7,272,850 $ 10,989,550 2026 $ 3,712,325 $ 2,755,000 $ 4,500,975 $ 7,255,975 $ 10,968,300 2027 $ 3,709,075 $ 2,895,000 $ 4,359,725 $ 7,254,725 $ 10,963,800 2028 $ 3,706,700 $ 3,040,000 $ 4,211,350 $ 7,251,350 $ 10,958,050 2029 $ 3,704,950 $ 3,190,000 $ 4,055,600 $ 7,245,600 $ 10,950,550 2030 $ 3,723,325 $ 3,350,000 $ 3,892,100 $ 7,242,100 $ 10,965,425 2031 $ 3,702,825 $ 3,515,000 $ 3,720,475 $ 7,235,475 $ 10,938,300 2032 $ 3,698,575 $ 3,695,000 $ 3,540,225 $ 7,235,225 $ 10,933,800 2033 $ 3,699,075 $ 3,875,000 $ 3,350,975 $ 7,225,975 $ 10,925,050 2034 $ 3,705,850 $ 4,070,000 $ 3,152,350 $ 7,222,350 $ 10,928,200 2035 $ 3,710,875 $ 4,275,000 $ 2,943,725 $ 7,218,725 $ 10,929,600 2036 $ 3,702,300 $ 4,490,000 $ 2,724,600 $ 7,214,600 $ 10,916,900 2037 $ 3,703,800 $ 4,715,000 $ 2,494,475 $ 7,209,475 $ 10,913,275 2038 $ 3,701,100 $ 4,950,000 $ 2,277,600 $ 7,227,600 $ 10,928,700 2039 $ 3,699,100 $ 5,145,000 $ 2,075,700 $ 7,220,700 $ 10,919,800 2040 $ 3,692,700 $ 5,355,000 $ 1,865,700 $ 7,220,700 $ 10,913,400 2041 $ 3,691,700 $ 5,565,000 $ 1,647,300 $ 7,212,300 $ 10,904,000 2042 $ 3,690,800 $ 5,790,000 $ 1,420,200 $ 7,210,200 $ 10,901,000 2043 $ 3,684,900 $ 6,020,000 $ 1,184,000 $ 7,204,000 $ 10,888,900 2044 $ 3,683,800 $ 6,260,000 $ 938,400 $ 7,198,400 $ 10,882,200 2045 $ 3,682,200 $ 6,510,000 $ 683,000 $ 7,193,000 $ 10,875,200 2046 $ 6,775,000 $ 417,300 $ 7,192,300 $ 7,192,300 2047 $ 7,045,000 $ 140,900 $ 7,185,900 $ 7,185,900

$133,943,463 $113,285,000 $ 96,039,779 $209,324,779 $343,268,241 (1) Total debt service of the College’s Series 2010 Bonds and Series 2014 Bonds. (2) Series 2017 Interest assumes True Interest Cost of 3.85%.

BONDOWNERS’ RISKS The following is a discussion of certain risks that could affect payments to be made by the College with respect to the 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 not be considered as a complete description of all risks that could affect such payments. Prospective purchasers of the Bonds should analyze carefully the information contained in this Official Statement, including the Appendices hereto,

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and additional information in the form of the complete documents summarized herein and in APPENDIX D, copies of which are available as described herein. General The Bonds are limited obligations of the Issuer payable by the Issuer solely from payments to be made by the College pursuant to the Loan Agreement and certain other funds held by the Trustee under the Indenture. No representation or assurance can be given that the College will realize revenues in amounts sufficient to make such payments under the Loan Agreement with respect to the Bonds. The realization of future revenues is dependent upon, among other things, government regulations, the capabilities of the management of the College and future changes in economic and other conditions that are unpredictable and cannot be determined at this time. Unsecured/Risk of Insufficient Collateral The Bonds are unsecured and are to be paid only by amounts payable under the Loan Agreement. If an Event of Default occurs, there can be no assurance that there will be sufficient amounts to pay the principal or premium, if any, or interest on the Bonds. Investment Rating The lowering or withdrawal of the investment rating initially assigned to the Bonds could adversely affect the market price and the market for the Bonds. Factors Affecting the Financial Performance of the College Payment of principal and interest on the Bonds is intended to be made from the College’s Loan Repayments. The College’s ability to make Loan Repayments will be dependent on its ability to receive sufficient unrestricted revenues in excess of expenditures. Such revenues and expenditures are subject to many conditions and factors, some of which may be beyond the control of the College and may change in the future to an extent that cannot be presently determined. One or more of the following factors or events, or the occurrence of other unanticipated factors or events, could adversely affect the College’s operations and financial performance to an extent that cannot be determined at this time.

1. Reliance on Tuition. The adequacy of College revenues will be dependent on the amount of future tuition revenue and auxiliary enterprise revenue received by the College. Such revenue in turn will depend primarily on the ability of the College to charge sufficient rates for tuition, room rents, and board and to maintain enrollment levels. Future enrollment levels depend on the number of students applying to the College and accepting offers of admission. A number of various factors, including, without limitation, any increase in tuition rates, competition from other colleges and universities, a decline in the number of college age students and adverse general economic conditions may negatively influence the number of applicants to the College thereby potentially causing a reduction in Borrower’s revenues.

2. Student Enrollment and Competition for Students. The adequacy of College revenues will

depend on maintaining enrollment levels as well as being able to charge sufficient rates for tuition and housing and board fees. Competition for 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 to generate revenues sufficient to pay the debt service on the Bonds.

Changes in demographics, such as a decrease in the overall number of high school graduates or a decrease in the number of high school graduates who elect to go to college, could adversely affect the College’s efforts to attract students.

3. Financial Aid and Loans. A substantial percentage of the students at the College receive some

form of scholarship or tuition discount, including many of whom are primarily dependent upon such

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financial aid to pay tuition and other costs of their education. The tuition discounts/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 also adversely affect the ability of students to attend the College with a resultant adverse impact on the financial condition of the College and its ability to meet debt service on the Bonds.

4. Endowment and other Investment Income. The College plans its budget to include some

spending from endowment income each year. Such income on endowment funds, as well as other College investments, is subject to market volatility. While the College invests pursuant to an investment plan, the earnings on such investments are dependent upon a variety of economic conditions that cannot be predicted, including market fluctuations that could have an adverse effect on such investment income.

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

6. Changes in Administration. Future changes in the trustees or key administration leadership

could affect the capability of the administration to effectively manage the College.

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

8. Environmental Matters. Legislative, regulatory, administrative or enforcement action involving

environmental controls could adversely affect the operation of the facilities of the College. For example, if property of the College is determined to be contaminated by hazardous materials, the College could be liable for significant cleanup 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 be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles related to or affecting the enforcement of creditors’ rights generally. In the event the College becomes a debtor under the United States Bankruptcy Code, 11 U.S.C. §§10 et seq. (the “Bankruptcy Code”), payments under the Loan Agreement may be stayed or under certain circumstances subject to avoidance and the interests of the Trustee with respect to payments on the Bonds may not extend to payments acquired after the commencement of such a bankruptcy case. Furthermore, if the bankruptcy court concludes that the Trustee has “adequate protection,” it may enter orders affecting the security of the Trustee, including orders providing for the substitution, subordination and sale of the security of the Trustee. In addition, a reorganization plan may be adopted even though it has not been accepted by the Trustee if the Trustee is provided with the benefit of its original lien or the “indubitable equivalent.” Thus, in the event of the bankruptcy of the College, the amount realized by the Trustee may depend on the bankruptcy court’s interpretation of “indubitable equivalent” and “adequate protection” under the then existing circumstances. The bankruptcy court may also have the power to invalidate certain provisions of the Loan Agreement and the Indenture that make bankruptcy and related proceedings by the College an event of default thereunder. Construction Risks Construction of the Project is subject to ordinary risks associated with new construction, such as risks of cost overruns, noncompletion and delays due to a variety of factors, including, among other things, site difficulties, necessary design changes or final detailing, labor shortage or strife, delays in and shortages of materials, weather conditions, fire, and casualty. Any delays in construction may adversely impact the College’s ability to complete the Project by the expected completion date, which may result in, among other things, cost overruns.

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Derivative Products The College may enter into future interest rate swaps or other similar arrangements. Under certain market conditions, termination of such future interest rate swap agreement prior to its expiration may require the College to pay a termination fee to the counterparty to the agreement and such payment could be material to the College. Other Possible Risk Factors The occurrence of any of the following events, or other unanticipated events, could adversely affect the operations of the College:

1. International events, including any acts of war and terrorism, which may have adverse effects on enrollment and investments.

2. Cybersecurity risks related to breaches of the College’s information technology systems or computer viruses and the inadvertent disclosure of confidential student and other information.

3. Inability to control increases in operating costs, including salaries, wages and fringe benefits, supplies and other expenses, without being able to obtain corresponding increases in revenues.

4. Employee strikes and other adverse labor actions which could result in a substantial increase in expenditures without a corresponding increase in revenues.

5. Adoption of federal, State or local legislation or regulations having an adverse effect on the future operating or financial performance of the College.

Tax-Exempt Status of the College and the Bonds The Internal Revenue Service (the “IRS”) has determined that the College is an organization described in Section 501(c)(3) of the Code and therefore is exempt from federal income taxation. In addition, the College is generally exempt from ad valorem property taxation. As a charitable organization, the College is subject to a number of requirements affecting its operations. The IRS has indicated that it is giving greater scrutiny to certain tax-exempt organizations, including colleges and universities. The failure of the College to remain qualified as a tax-exempt organization could affect the amount of funds available to pay debt service on the Bonds. Such failure, as well as failure to comply with certain legal requirements (see the caption “TAX MATTERS” herein), could cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. In such event, the maturity of the Bonds may be accelerated, in the discretion of the Trustee. The possible modification or repeal of certain existing federal income tax laws or property tax laws or other loss by the College of the present advantages of such laws, or any legislation imposing additional conditions on tax-exempt organizations, could adversely impact the financial position of the College. Amendment of the Indenture and Loan Agreement Certain amendments to the Indenture and the Loan Agreement may be made with the consent of the owners of a majority in aggregate principal amount of the outstanding bonds. Such amendments may adversely affect the security of the Bondowners, and such percentage, if additional bonds are issued, may be composed wholly or partially of the holders of bonds other than the Bonds.

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Additional Indebtedness Additional Indebtedness may be issued by the College from time to time even while the Bonds remain outstanding. See “APPENDIX D – SUMMARIES OF PRINCIPAL DOCUMENTS – The Loan Agreement.” Future borrowing by the College could weaken the financial condition of the College and diminish the College’s ability to make timely debt service payments on the Bonds. Enforcement of Remedies Enforcement of the remedies under the Loan Agreement and the Indenture may be limited or restricted by state laws concerning the use of assets of charitable corporations and by federal and state laws relating to bankruptcy, fraudulent conveyances, and rights of creditors and by application of general principles of equity applicable to the availability of specific performance, and may be substantially delayed in the event of litigation or statutory remedy procedures. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by state and federal laws, rulings and decisions affecting remedies, and by general principles of equity and by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors. Secondary Market Although the Underwriter presently intends to make a market for the Bonds, such market making may be discontinued at any time. There can be no assurance that there will be a secondary market for the Bonds, and the absence of such a market could result in investors not being able to resell their Bonds should 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 the Issuer seeking to restrain or enjoin the issuance or delivery of the Bonds, or questioning or affecting the validity of the Bonds or the proceedings or authority under which they are to be issued, or which in any manner questions the right of the Issuer to enter into the Indenture, the Loan Agreement or to issue, sell or secure the Bonds in the manner 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 corporate existence or powers of the College to enter into and carry out the transactions described in or contemplated by, or the execution, delivery, validity or performance by the College of, the Loan Agreement, or the status of the College as a tax-exempt organization.

LEGAL MATTERS The Bonds are offered subject to prior sale, when, as and if accepted by the Underwriter 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 the College by its counsel, Nyemaster Goode, P.C., Des Moines, Iowa, and for the Issuer by its counsel, Davis, Brown, Koehn, Shors & Roberts, P.C., Des Moines, Iowa. Certain legal matters will be passed upon for the Underwriter by its internal counsel.

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TAX MATTERS Tax Requirements in General The Internal Revenue Code of 1986, as amended (the “Code”), establishes certain requirements that must be met subsequent to the issuance and delivery of the Bonds in order that interest on the 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 financed with the proceeds of the Bonds be owned by Section 501(c)(3) organizations or a governmental entity and which limit the 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 which prescribe yield and other limits relative to the investment of the proceeds of the Bonds and other amounts; and (3) provisions which require that certain investment earnings be paid periodically to the federal government. Noncompliance with such requirements may cause interest on the Bonds to become includable in gross income for purposes of federal income taxation retroactive to their date of original issue, irrespective in some cases of the date on which such noncompliance occurs or is ascertained. 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 certifications to be furnished at closing, Bond Counsel will render its opinion that, under present laws, interest on the Bonds is not includable in gross income of the owners thereof for federal income tax purposes or for State of Iowa income tax purposes and is not an item of tax preference for purposes of the computation of federal alternative minimum tax imposed on individuals and corporations. However, interest on the Bonds is taken into account in determining “adjusted current earnings” for the purpose of computing the federal alternative minimum tax imposed on corporations. No opinion will be expressed by Bond Counsel with respect to any other state or federal tax consequences caused by receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. See “APPENDIX B – PROPOSED FORM OF LEGAL OPINION.” The Internal Revenue Code of 1986, as amended (the “Code”), imposes certain restrictions on the use and investment of proceeds of the Bonds and causes certain federal income tax consequences to owners of the Bonds. A brief summary of certain provisions of the Code follows. A prospective purchaser of the Bonds should consult his or her tax advisor with respect to applicability of various adverse federal tax consequences that result from ownership of tax-exempt bonds by certain classes of taxpayers. In order to maintain the exemption from federal income taxes of interest on the Bonds and for no other purpose, the Borrower covenants in the Loan Agreement to comply with the provisions of the Code. Until and unless, and except to the extent in the opinion of Bond Counsel, the following are not necessary to maintain the tax-exempt status of the Bonds, the Borrower covenants, represents and warrants with respect to the Bonds to submit in a timely manner all reports, accounting and information to the Internal Revenue Service, to take whatever action is necessary within its power to assure the continued tax exemption on the Bonds, and to take whatever action is necessary within its power to comply with the applicable law and regulations in order to maintain tax exemption with respect to the Bonds. The Loan Agreement may be amended without the consent of any owner of the Bonds for the sole purpose of taking action necessary to maintain tax exemption with respect to the Bonds under applicable federal law or regulations. From time to time, legislative proposals are pending in Congress that would, if enacted, alter or amend one or more of the tax matters described herein in certain respects or would adversely affect the market value of the Bonds, or possibly affect the ability of bondholders to treat interest on the Bonds as exempt from federal income taxation. It cannot be predicted whether or in what forms any of such proposals, either pending or that may be introduced, may be enacted and there can be no assurance that such proposals will not apply to the Bonds.

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There are many events which could affect the value and liquidity or marketability of the Bonds after their issuance, including but not limited to public knowledge of an audit of the Bonds by the Internal Revenue Service, a general change in interest rates for comparable securities, a change in federal or state income tax rates, legislative or regulatory proposals affecting state and local government securities, and changes in judicial interpretation of existing law. Section 103 of the Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The Borrower has covenanted to comply with certain restrictions designed to assure that interest on the Bonds will not be included in federal gross income. Failure to comply with these covenants may result in interest on the Bonds being included in federal gross income, possibly from the date of issuance of the Bonds. The opinions of Bond Counsel assume compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the tax status of interest on the Bonds. Although Bond Counsel has rendered an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes, the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may otherwise affect a Bondowner’s federal, state or local tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Bondowner or the Bondowner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any other tax consequences. Bond Counsel’s opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the representations and covenants of the Borrower described above. No ruling has been sought from the Internal Revenue Service (the “Service”) with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel’s opinion is not binding on the Service. The Service has an ongoing program of auditing the tax-exempt status of the interest on tax-exempt obligations. If an audit of the Bonds is commenced, under current procedures the Service is likely to treat the Borrower as the “taxpayer,” and the Bondowners would have no right to participate in the audit process. In responding to or defending an audit of the tax-exempt status of the interest on the Bonds, the Borrower may have different or conflicting interests from the Bondowners. Public awareness of any future audit of the Bonds could adversely affect the value and liquidity of the Bonds during the pendency of the audit, regardless of its ultimate outcome. Except as described above, Bond Counsel expresses no other opinion with respect to any other federal, state or local tax consequences under present law, or proposed legislation, resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the Bonds. Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations such as the Bonds may result in collateral federal tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign Borrowers doing business in the United States, S Borrowers with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, owners of an interest in a FASIT, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these consequences to their particular circumstances. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any proposed or pending legislation, regulatory initiatives or litigation. In rendering its opinion bond counsel will rely, in part, on the opinion, of Nyemaster Goode, P.C., Des Moines, Iowa, counsel to the College, as to the due and valid incorporation and good standing of the College, its status as an organization described in Section 501(c)(3) of the Code and exempt from tax

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under Section 501(a) of the Code and as to the characterization of the College’s activities in connection with the use of the facilities financed and refinanced with proceeds of the Bonds as activities that do not constitute an unrelated trade or business of the College under Section 513(a) of the Code. Bond counsel has further assumed that the proceeds of the Bonds will be applied in accordance with the provisions of the Loan Agreement and the representations made by the Issuer and the College with respect thereto, and that the College will make any necessary calculations and pay to the United States any amounts required under Section 148 of the Code. Furthermore, bond counsel will rely upon 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 the Issuer to issue the Bonds and to enter into and perform the Loan Agreement and the Indenture. THE FOREGOING IS NOT INTENDED TO BE AN EXHAUSTIVE DISCUSSION OF COLLATERAL TAX CONSEQUENCES ARISING FROM RECEIPT OF INTEREST ON THE BONDS. BONDHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE CALCULATIONS OF ALTERNATIVE MINIMUM TAX, ENVIRONMENTAL TAX OR FOREIGN BRANCH PROFITS TAX LIABILITY, THE INCLUSION OF SOCIAL SECURITY OR OTHER RETIREMENT PAYMENTS IN TAXABLE INCOME AND OTHER COLLATERAL TAX CONSEQUENCES.

CONTINUING DISCLOSURE The College has agreed to provide the Trustee with annual financial statements and certain other information, in accordance with the current requirements of Rule 15c2-12 of the Securities and Exchange Act (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 Bonds. The College will enter into an undertaking, in the form of the Continuing Disclosure Agreement, dated as of February 1, 2017, by and between the College and the Trustee, as Dissemination Agent of the College, for the benefit of the holders of the Bonds, to send certain financial information and operating data to Electronic Municipal Market Access System (“EMMA”) of the Municipal Securities Remarketing Board or any successors thereto and to provide notice of certain events, pursuant to the requirements of Section (b)(5)(i) of Rule 15c2-12. See “APPENDIX C – FORM OF CONTINUING DISCLOSURE AGREEMENT.” In connection with the Series 2010 Bonds, the College has provided and filed with EMMA all of its audited financial statements in a timely manner in all material respects; however, the College’s dissemination agent previously failed to timely file certain other operating data for fiscal years 2012 and 2013, but has since made said filings with EMMA.

RELATIONSHIP AMONG THE PARTIES In connection with the issuance of the Bonds, the Issuer, the College and the Underwriter 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 not related to the Bonds, each of these attorneys or law firms may have acted as bond counsel or represented or are representing the Issuer, the College, the Trustee or the Underwriter or their affiliates, in capacities different from those described under “LEGAL MATTERS,” and there will be no limitations imposed as a result of the issuance of the Bonds on the ability of any of these firms or attorneys 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 in engaging in future business transactions together or in any combination with each other. Potential purchasers of the Bonds should not assume that the Issuer, the College, the Trustee and the Underwriter, or their respective counsel, or Bond Counsel, have not previously engaged in, are not presently engaged in, or will not after the issuance of the Bonds engage in, other transactions with each other or with any affiliates of any of them, and no assurance can be given that there are or will be no past or future relationships or transactions between or among any of these parties or these attorneys or law firms. George K. Baum and Company is acting as underwriter of the Bonds and not

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as a municipal advisor to the Issuer. Springsted Incorporated is acting as the municipal advisor to the College, and has registered as such with the SEC and MSRB.

BOND RATINGS As noted on the cover page hereof, Moody’s Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”) have assigned long-term ratings of “Aaa” and “AAA,” respectively, to the Bonds. Both ratings were issued with a stable outlook. A complete explanation as to the significance of the ratings may be obtained from the rating agencies themselves. In order to obtain these ratings, certain information and materials have been furnished to the rating agencies, some of which have not been included in the Official Statement. Generally, a rating agency issues its rating based upon such information and materials and investigations, studies and assumptions furnished to, reviewed, obtained by, and made by the rating agency. The rating is not a recommendation to purchase, sell or hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor. There is no assurance that the ratings mentioned above will remain in place for any given period of time or that they may not be lowered or withdrawn entirely by the rating services, if in their judgment circumstances so warrant. Any downward change in or withdrawal of the rating may have an adverse effect on the market price of the Bonds.

FINANCIAL STATEMENTS The College’s financial statements for the fiscal year ended June 30, 2016 and 2015, respectively, have been audited by CliftonLarsonAllen, independent auditors, as indicated in their report with respect thereto, and are included in APPENDIX F of this Official Statement.

MUNICIPAL ADVISOR The College has retained Springsted Incorporated, Public Sector Advisors, of Saint Paul, Minnesota, as municipal advisor (the “Municipal Advisor”) in connection with the issuance of the Bonds. In preparing the Official Statement, the Municipal Advisor has relied upon College officials and other sources who have access to relevant data to provide accurate information for the Official Statement, and the Municipal Advisor has not been engaged, nor has it undertaken, to independently verify the accuracy of such information. The Municipal Advisor is not a public accounting firm and has not been engaged by the College to compile, review, examine or audit any information in the Official Statement in accordance with accounting standards. The Municipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities and therefore will not participate in the underwriting of the Bonds. The Municipal Advisor is under common ownership with Springsted Investment Advisors, Inc. (“SIA”), an investment advisor registered in the states where services are provided. SIA may provide investment advisory services to the Issuer from time to time in connection with the investment of proceeds from the Bonds as well as advice with respect to portfolio management and investment policies for the Issuer. SIA pays the Municipal Advisor a referral fee from the fees paid to SIA by the Issuer.

UNDERWRITING George K. Baum & Company (the “Underwriter”) has agreed to purchase the Bonds pursuant to a Bond Purchase Agreement among the Underwriter, the Issuer and the College (the “Bond Purchase Agreement”). The Underwriter has agreed to purchase all of the Bonds at a purchase price of $_____ (representing the principal amount of $_____, adjusted for a net reoffering premium/discount of $_____ and less the Underwriter’s discount of $_____). The Bond Purchase Agreement provides that the Underwriter is obligated to take and pay for all of the Bonds if any are purchased, subject to certain terms

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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 Bonds to the public at the offering price stated on the cover page hereof. After the initial public offering, the public offering price may be varied from time to time by the Underwriter. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the public offering prices. In connection with this offering, the Underwriter may over allot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.

THE TRUSTEE The Issuer has appointed U.S. Bank National Association, a national banking association organized under the laws of the United States of America, to serve as Trustee. The Trustee is a national banking association organized and existing under the laws of the United States of America, having all of the powers of a bank, including fiduciary powers, and is a member of the Federal Deposit Insurance Corporation and the Federal Reserve System. The Trustee is only responsible to carry out those specific duties assigned to it under the Indenture. Except for the contents of this section, the Trustee has not reviewed or participated in the preparation of this Official Statement and assumes no responsibility for the nature, contents, accuracy, fairness or completeness of the information set forth in this Official Statement or for the recitals contained in the Indenture, the Loan Agreement, or the Bonds, or for the validity, sufficiency, or legal effect of any of such documents. Furthermore, the Trustee has no oversight responsibility, and is not accountable, for the use or application by the College of any of the Bonds authenticated or delivered pursuant to the Indenture. The Trustee has not evaluated the risks, benefits, or propriety of any investment in the Bonds and makes no representation, and has reached no conclusions, regarding the value or condition of any assets or revenues pledged or assigned as security for the Bonds, or the investment quality of the Bonds, about all of which the Trustee expresses no opinion and expressly disclaims the expertise to evaluate.

MISCELLANEOUS The references herein to the Act, the Indenture and the Loan Agreement are brief outlines of certain provisions thereof and do not purport to be complete. For full and complete statements of the provisions thereof, reference is made to the Act, the Indenture and the Loan Agreement. Copies of such documents are on file at the offices of the Issuer and following delivery of the Bonds will be on file at the office of the Trustee. The agreement of the Issuer with the owners of the Bonds is fully set forth in the Indenture, and neither any advertisement of the Bonds nor this Official Statement is to be construed as constituting an agreement with the purchasers of the Bonds. Statements made in this Official Statement involving estimates, projections or matters of opinion, whether or not expressly so stated, 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 and must be read together with all of the foregoing statements. The College has supplied and reviewed the information contained in this Official Statement which relates to its property and operations and in APPENDIX A hereto and has approved all such information for use within this Official Statement.

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

IOWA HIGHER EDUCATION LOAN AUTHORITY By /s/ Maribeth Wright, Executive Director

Accepted and approved by: THE TRUSTEES OF GRINNELL COLLEGE

By /s/ Kate Walker, Vice President for Finance and Treasurer

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

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APPENDIX A

THE TRUSTEES OF GRINNELL COLLEGE ORGANIZATION AND OPERATIONS

INTRODUCTION Founded in 1846, Grinnell College (the “College”) is a private, coeducational, residential liberal arts college located in Grinnell, Iowa. The College is committed to academic excellence, the intellectual and physical well-being of all, diversity, financial accessibility, and the pursuit of good in the world. College students come from nearly every state in the U.S., as well as 48 countries globally. Domestic students of color comprise over 25% of the student body. The College strives to create a multi-culturally diverse community, open to the academically qualified regardless of ability to pay. Each year since 1988, US News and World Report (USNWR) has placed the College among the top 20 liberal arts colleges in the nation. Considered one of the nation’s leading college information guides, USNWR ranked the College 19th overall among national liberal arts colleges in the 2017 edition of its rankings, which were released in Fall 2016. The College was also celebrated as #9 in Best Undergraduate Teaching and #10 in Best Value Schools. USNWR bases its national school rankings on academic reputation, graduation and retention rates, student selectivity, faculty resources, alumni giving, financial resources and graduation rate performance. In addition to the ranking by USNWR, Kiplinger placed the College #9 in its list of “Best Values in Private Liberal Arts College” and #15 among all colleges and universities nationally. Kiplinger specifically cited the College’s academic quality and generous financial aid. Forbes rated the College 73rd among all U.S. colleges and universities, both private and public, based upon high student satisfaction, strong postgraduate success, low student debt, and high four-year graduation rates. The New York Times rated the College #2 on its 2014 list of “Most Economically Diverse Top Colleges.” The New York Times list measures top colleges’ efforts toward economic diversity, based on the share of first years coming from low-income families (measured by the share receiving a Federal Pell Grant) and the net price of attendance for low- and middle-income families. Demand for an education at the College is strong and growing, fueling the College’s very selective admissions process. Applications for fall 2016 reached a record 7,370, continuing the record-setting trajectory of the past three years. The admit rate for first-time, full-time students for fall 2016 was 20.2%, among the lowest, most selective, in the College’s history. Degree-seeking, full-time equivalent enrollment for fall 2016 totaled 1,654, with 1,527 students on campus and 127 in off-campus study programs. The College’s 176-acre main campus includes state-of-the-art academic facilities such as the Noyce Science Center (2008), featured in architectural journals; the Bucksbaum Center for the Arts (1999) and the Rosenfield Campus Center (2007), both designed by world-renowned architect Cesar Pelli. In Spring 2016, the College acquired the former Grinnell Golf and Country Club, adding 56 acres directly adjacent to the northern edge of campus. The change in ownership, initiated by the Country Club’s Board of Directors, ensures that a treasured community resource, founded by College faculty in 1899, will survive. In 2006, the College’s environmental education center at the Conard Environmental Research Area (CERA) became the first building in Iowa to receive the LEED gold designation. CERA is located 14 miles from campus on a College-owned 365-acre tract used on a regular basis for research and teaching.

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HISTORY & MISSION The College was established in Davenport, Iowa on June 10, 1846 when a group of social reformers from New England with a strong Congregational background organized as The Trustees of Iowa College. In 1909, the College moved from Davenport to the town of Grinnell, named for its founder, Josiah Bushnell Grinnell, an abolitionist minister and US Congressman. At the time of its relocation, the Trustees renamed the institution Grinnell College. Two students received Bachelor of Arts degrees in 1854, the first to be granted by a college west of the Mississippi River. In its early years, the College weathered the loss of students and professors to the Civil War and then, in 1882, a cyclone destroyed the College’s two buildings. Rebuilding began immediately and the curriculum was simultaneously extended to include departments in political science (the first in the United States) and modern languages. As the 20th century began, the College established a Phi Beta Kappa chapter, introduced the departmental “major” system of study, and built a women’s residence hall system that became a national model. When first established, the College’s mission statement was simple, strong and focused on post-graduate outcomes:

“To educate students for the different professions and for the honorable discharge of the duties of life.”

The current mission was adopted in 2001, updated to reflect the institutional evolution of the past 150 years. Rather than signaling a new direction for the College, the updated mission statement reaffirms and expands upon the College’s noble sense of purpose and contribution to society:

“To graduate individuals who can think clearly, who can speak and write persuasively and even eloquently, who can evaluate critically both their own and others’ ideas, who can acquire new knowledge, and who are prepared in life and work to use their knowledge and abilities to serve the common good.”

The College’s mission is further shaped and complemented by a statement of core values, adopted in 1998. Three ideals capture the College’s essence:

• Excellence in education for students in the liberal arts; • A diverse community; and • Social responsibility.

THE STRATEGIC PLAN: A Continuous Planning Model

The College’s approach to strategic planning is an ongoing cycle of evaluation, reflection, adaptation and improvement that helps the College set priorities, manage resources, define performance expectations, and ensure thoughtful action in support of its mission and core values. This fluid approach to planning acknowledges that we live in a dynamic environment. Conditions change, resources shift, new opportunities and challenges emerge. Continuous planning allows the College to remain nimble and relevant through an ongoing cycle of disciplined evaluation and adjustment. Within just a few years after adopting this pioneering strategic planning model, the College earned national recognition as an industry leader. The strategic planning program has resulted in major institutional changes, significant curricular refinement, and an emphasis on innovative thinking. As President Kington noted in the June 2014 Trustee Retreat, the College is “moving the needle in strategically thoughtful ways.” In the summer of 2011, the College’s Board of Trustees and President Raynard Kington commenced a planning process to develop a strategic framework to support the College’s mission, based on six fundamental directions:

1. Enrollment 2. Teaching and learning 3. The Grinnell learning place

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4. Post-graduate success 5. Alumni engagement and philanthropy 6. Effective, sustainable management of infrastructure resources

These six strategic directions remain stable year over year, but the action plans they drive evolve and adapt each year as the College focuses on new initiatives and poignant cross-cutting themes (e.g. technology, diversity, global presence, etc.). Execution of the plan relies upon distributed leadership, with responsibility for each of the six directions assigned to teams of faculty and staff co-leads, fostering broad institutional insight and shared ownership. Each year’s strategic action plans align with the six fundamental directions. Progress toward annual plan objectives is regularly monitored via regular status meetings and a comprehensive set of Board-level metrics. In addition to the annual action plans, the President also designates two cross-cutting strategic themes each year for focused attention over the next two years. The first year involves intense, data-informed analysis and research on the topic. The second year introduces pilots and program implementation. Theme examples include technology in the classroom, diversity, Title IX, campus mental health services, etc.

THE CAMPUS MASTER PLAN & COLLEGE FACILITIES The Campus Master Plan, created in 2000 and updated in 2010, translated the College’s present needs and long-term objectives into projected physical space and facilities requirements over the next quarter-century. Essential to the Master Plan’s adoption was commitment to creating a physical plant whose quality equals the caliber of the College’s academic and campus life programs. It is this Master Plan that informed the capital projects to be financed by this issue. Since the Master Plan was developed in 2000, the College’s on-campus student body has grown from 1,105 to over 1,500. Likewise, the number of faculty and staff has expanded to ensure continued quality service delivery to College students. To keep pace with the added demands of this growth, as well as changes to the College’s pedagogy and use of learning spaces, campus facilities have been added and/or renovated. The 2010 Master Plan update considered these changes in campus facility use and emerging needs when mapping a vision for campus development through 2035. Guided by the Master Plan, campus building square footage has increased by more than 45%, with more projects underway. New construction and major renovations linked to the 2000 Campus Master Plan include:

• John Chrystal Welcome Center (2003) • Four east campus dormitories – Lazier ’53, Kershaw 1879, Rathje ’50, and Rose (2004) • Athletics fields – Jane Springer Field (2002), Les Duke Track and Field Complex (2003), and

the baseball diamond (2008) • Charles Benson Bear ’39 Recreation and Athletic Center (2010) • Bear Natatorium (2011) • Joe Rosenfield ’25 Campus Center (2007) • Robert N. Noyce ’49 Science Building (2008) • Energy infrastructure – heating and cooling plants, electric loop (2003/2004) • Facilities Management building on 6th Ave. (2002) • Remote book storage facility (2003)

All of the College’s new and upgraded facilities recognize the importance of environmental responsibility, with many buildings designed to meet LEED or LEED-equivalent certification requirements. Further, for existing and new facilities alike, the College has made a concerted effort to enhance accessibility. In addition to the Master Plan initiatives, the College also renovated Mears Cottage (2008), Macy House (2008), and Nollen House (2010) to create new office and classroom spaces. Cowles Dining Hall (2008)

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was retrofitted to serve as student housing, a new preschool laboratory (2012) was constructed, and the Old Glove Factory (2001) was transformed into a state-of-the-art administrative building about a half-mile off campus.

ACCREDITATIONS & AFFILIATIONS The College is accredited by the Higher Learning Commission (“HLC”) of the North Central Association of Colleges and Schools. In the fall of 2008, the College successfully concluded a reaccreditation process, which entailed a careful study of the College and its mission and how successful the College is at achieving that mission. For the 2008 accreditation review, the College conducted an in-depth self-study focused on a question central to the College’s mission: How can the College reinvigorate its traditional commitment to train leaders in public service and social justice as we enter the 21st century? The analysis was both comprehensive and illuminating. A Steering Committee was formed to lead the research, guided by a phrase from the College’s mission statement that “our work should serve the common good.” The Steering Committee identified, explored, critiqued, and affirmed many ways the College models for and prepares its graduates to be leaders for social justice and servants of the common good. That goal is deeply embedded in the College’s history, culture, and values, manifesting itself in the College’s institutional policies, academics, programs, and campus community. Planning for the College’s next accreditation review in 2018 is underway. The College has identified student success and retention as its quality initiative, working toward improving the overall student experience. The College is a member of various educational associations, including the Associated Colleges of the Midwest, the Great Lakes Colleges Association, the Association of American Colleges, the American Council on Education, the College Board, the Council of Independent Colleges, and the Higher Education Data Sharing Consortium. The College is also an active member of the National Collegiate Athletic Association (Division III) and the Midwest Conference. Nearly one-third of the College’s graduates participate in at least one of 18 varsity sports during their time at the College. In 2007, the College celebrated the 100th anniversary of the founding of its Phi Beta Kappa chapter.

GOVERNANCE & ADMINISTRATION The College’s governance and administration structure promotes effective leadership and supports collaborative processes that enable the organization to fulfill its mission. Board of Trustees Governance of the College is vested by its Bylaws in the Board of Trustees. The Bylaws 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 or alumnae of the College. In addition, the Bylaws of the College state that the Board may, from time to time, designate any regular member who has served for at least twelve (12) years as a Life Trustee. A Life Trustee may remain a Life Trustee until his or her death, removal, or resignation. Trustees, other than Life Trustees, are elected by the Board of Trustees for terms of not more than four (4) years, and are not to be elected to more than four (4) consecutive terms. A Trustee who anticipates an inability to attend Board meetings or otherwise participate in the work of the Board for a period of greater than one year, may be designated as an Inactive Trustee. The Board of Trustees has final responsibility for governance of the College, including the approval of faculty appointments, the granting of diplomas and degrees, and the election of the President of the College. The Board holds three regular meetings each year, including an annual meeting in the spring of each year. In addition, it has been the Board’s practice to convene an off-site planning retreat each summer. The Board may also hold special meetings as necessary.

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The Committees of the Board include the Executive Committee and standing committees for Academic Affairs, Advancement, Audit and Assessment, Facilities, Finance, Investment, Student Life and Enrollment, and Trustees and Trustee Organization. Current members of the Board, their principal occupations or affiliations, and terms of office are as follows:

Name of Trustee Principal Occupation / Affiliations Election

Year Term Expires

Trish Fitzgibbons Anderson ’80 (Vice-Chair)

Marriage & Family TherapistLong Lake, MN

2006 2018

Robert F. Austin ’54 Houston, TX 2003 Life Trustee

Elizabeth Ballantine McLean, VA 1980 Life Trustee

J. Robert Barr ’57 Sidley Austin, LLP (Retired)Chicago, IL

1996 Life Trustee

David B. Braman ’75 (Vice-Chair)

Pantheon Ventures, Inc. (Retired)San Francisco, CA

2006 2018

Nordahl L. Brue ’67 Attorney / EntrepreneurBurlington, VT

1996 Life Trustee

Carolyn Swartz Bucksbaum ’51 Chicago, IL 1970 Life Trustee

John F. Egan ’57 Lockheed Martin Corp. (Retired)Nashua, NH

2002 Life Trustee

Laura M. Ferguson ’90 Family Medicine, PhysicianGrinnell, IA

2003 2019

Patricia Finkelman ’80 (Chair)

Granville, OH 1998 Life Trustee

Shelly Floyd ’72 Intel CorporationSanta Clara, CA

2011 2019

Harold W. Fuson, Jr. ’67 Encinitas, CA 2004 2020

Charles Gottdiener ’86 Providence Equity Partners LLCTenafly, NJ

2016 2020

Atul Gupta ’88 Advanced Technologies GroupWest Des Moines, IA

2012 2020

Steve Holtze ’68 Magnolia Hotel CompanyDenver, CO

2002 2018

Michael Kahn ’74 TIAANew York, NY

2015 2019

Kihwan Kim ’57 Korea Development InstituteSeoul, South Korea

2003 Life Trustee

John H. Kispert ’85 Black Diamond VenturesLos Gatos, CA

2016 2020

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Year Term Expires

Clinton D. Korver ’89 Atherton, CA 2001 2017

Sylvia Kwan SimplySmart Asset ManagementPalo Alto, CA

2010 2018

Todd C. Linden Grinnell Regional Medical CenterGrinnell, IA

2000 Life Trustee

Caroline H. Little ’81 Newspaper Association of America(Retired) Arlington, VA

1996 Life Trustee

Fred A. Little, Jr. ’53 Pillsbury, Winthrop, Shaw and Pittman(Retired) San Francisco, CA

1976 Life Trustee

Tobi Klein Marcus ’87 Marcus Partners, LLCSalinas, CA

2014 2018

David Maxwell ’66 Drake University (Retired)Washington, DC

2015 2020

Paul A. McCulley ’79 Newport Beach, CA 2009 2017Inactive

Susan Holden McCurry ’71 Naples, FL 2003 2019

Kathryn Mohrman ’67 Colorado College (Retired)Chevy Chase, MD

2016 2020

George E. Moose ’66 George Washington UniversityArlington, VA

2014 2018

Randall C. Morgan, Jr. ’65 University Park OrthopedicsSarasota, FL

1993 Life Trustee

Robert C. Musser ’62 Mobil Corporation (Retired)Alexandria, VA

1995 Life Trustee

Gregg Narber ’68 Longmont, CA 2000 Life Trustee

Angela Onwuachi-Willig ’94 (Alumni Council President)

University of IowaIowa City, IA

2016 2017Ex-officio

Patricia Meyer Papper ’50 Miami, FL 1983 Life Trustee

John R. Price ’60 Federal Home Loan Bank of Pittsburgh(Retired) Pittsburgh, PA

1970 Life Trustee

Penny Bender Sebring ’64 Consortium on Chicago School ResearchUniversity of Chicago Chicago, IL

1993 Life Trustee

W. Edward Senn ’79 VerizonWashington, DC

2016 2020

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Year Term Expires

Karen E. Shaff The Principal Financial GroupDes Moines, IA

2007 2019

M. Anne Spence ’66 University of California – IrvineDepartment of Pediatrics (Professor emerita) San Luis Obispo, CA

2001 2017

Joel R. Spiegel ’78 Amazon.com (Retired)Woodinville, WA

2007 2019

Barrett W. Thomas ’97 University of IowaTippie College of Business Iowa City, IA

2005 2017

Matthew E. Welch ’96 Sustainability Accounting Standards Board San Francisco, CA

2013 2017

Eric E. Whitaker ’87 Grosvenor Capital Management, LPChicago, IL

2008 2020

Connie Wimer The Business RecordDes Moines, IA

2014 2018

Henry T. Wingate ’69 United States District CourtSouthern District of Mississippi Jackson, MS

2000 Life Trustee

Non-member Officers:

• Raynard S. Kington, President of the College • Scott Wilson ’98, Chief Investment Officer • Susan M. Schoen, Secretary of the College • Kate Walker, Vice President for Finance and Treasurer of the College

ADMINISTRATIVE OFFICERS

The administrative officers of the College most directly involved in the financial operation and general administration of the College are as follows: Dr. Raynard S. Kington: President Dr. Raynard S. Kington was appointed President of Grinnell College in August, 2010. Prior to coming to Grinnell, he served in a range of positions at the National Institutes of Health (NIH) including NIH Principal Deputy Director and NIH Acting Director, NIH Associate Director for Behavioral and Social Sciences Research, and Acting Director of the National Institute on Alcohol Abuse and Alcoholism. Prior to NIH, he was a division director at the Centers for Disease Control and Prevention, where he led the National Health and Nutrition Examination Survey (NHANES), one of the nation’s largest studies assessing the health of the American people. He has been a Senior Scientist at the RAND Corporation and an Assistant Professor of Medicine at UCLA. He was elected to the Institute of Medicine (now, the National Academy of Medicine -- NAM) of the National Academies of Science in 2006. He currently serves on the Governing Council of the NAM and on the National Advisory Council on Aging of the National Institute on Aging/NIH.

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Dr. Kington attended the University of Michigan, where he received his B.S. with distinction at age 19 and his M.D. at age 21. He subsequently completed his residency in Internal Medicine at Michael Reese Medical Center in Chicago. He was then appointed a Robert Wood Johnson Clinical Scholar at the University of Pennsylvania. While at the University of Pennsylvania, he completed his M.B.A. with distinction and his Ph.D. with a concentration in Health Policy and Economics at the Wharton School and was awarded a Fontaine Fellowship. He received his board certification in Internal Medicine, Public Health and Preventive Medicine, and Geriatric Medicine. His research has focused on the social determinants of health and more recently on diversity in the scientific workforce. Dr. Kington values a commitment to strategic and inclusive leadership and clear, thoughtful, and fair decision-making processes. His personal and professional lives are rooted in a deep commitment to social responsibility, and a priority for his tenure as President is strengthening the connection between academic excellence in the Arts, Humanities, Sciences, and Social Studies and our graduates’ ability to go into the world and transform it. During his time as president, he has stimulated a culture of ongoing strategic planning, encouraging campus collaboration on issues such as accessibility, diversity, global education, and academic technology. Recognizing the importance of innovation and social entrepreneurship, he has supported numerous efforts to encourage a pioneering mindset in the campus community, including the Grinnell Prize and the Innovation Fund. His commitment to providing opportunities for students to connect their classroom and co-curricular learning has helped students unite their academic goals with their post-graduate aspirations. Under his leadership, the College has also begun a new phase of campus renewal that will provide Grinnell students with the best of 21st century teaching and learning opportunities, including a new $110M complex for the humanities and social sciences. He is also preparing the college for its first comprehensive campaign in 20 years. Kate Walker: Vice President for Finance and Treasurer of the College Kate Walker joined the College as Vice President for Finance and Treasurer in October 2013. She serves as the College’s Chief Financial Officer (CFO). A member of the President’s cabinet, Ms. Walker is charged with protecting and prudently deploying institutional resources -- human, financial, and physical -- to ensure strategic impact and long-term sustainability. Her oversight extends to the College’s general business operations, financing and debt management, operating and capital budgets and forecasts, facilities management and services, auxiliary services, human resources, and risk management. Ms. Walker is the primary staff liaison to the Board’s Finance and Audit & Assessment Committees. She plays a key role with regard to the College’s strategic planning and community relations. Prior to joining the College, Ms. Walker was the Assistant Vice President for Finance at Macalester College in Saint Paul, Minnesota. She has more than 35 years of business administration and management experience, in both the for profit and nonprofit sectors, where her leadership has consistently contributed to organizational success. Ms. Walker serves on the Small Institutions Constituency Committee of the Central Association of College and University Business Officers (CACUBO). She recently ended her term of service as a member of the board of advisors for the executive MBA program of the University of Minnesota Carlson School of Management. Prior to moving to Iowa, Ms. Walker served in volunteer leadership roles with several community organizations in the Twin Cities, including the Minnesota Twins Community Fund, the Saint Paul Area Chamber of Commerce Leadership Development program, the Metropolitan Regional Arts Council, and the Valley Chamber Chorale. Ms. Walker holds a B.A. degree, summa cum laude, from St. Mary’s University of Minnesota and an M.B.A. from the University of Minnesota, Carlson School of Management, where she graduated cum laude as the class valedictorian.

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Scott Wilson: Chief Investment Officer Scott Wilson was named the College’s Chief Investment Officer in January 2014. In this role, he evaluates global investment themes and strategies within equities, fixed income, real assets, and marketable alternatives, including portfolio overlay and hedging options. He also monitors relationships with existing investment managers, and recommends new managers, portfolio allocations, and metrics. Mr. Wilson joined the College in 2010 as the Director of Investments. Prior to joining the College, Mr. Wilson served as the Head of Rates Option Trading for Barclays Capital in Tokyo, Japan. In addition, he previously worked as a quant and option trader for Bank of America Securities in Chicago, London and Tokyo focusing on interest rate, equity and currency derivatives. Prior to Bank of America, Mr. Wilson was an equity research analyst for Merrill Lynch and Credit Suisse First Boston. Mr. Wilson earned a B.A. in Economics and Mathematics, with honors, from Grinnell College and also attended the graduate program in Financial Mathematics at the University of Chicago. He is a Chartered Financial Analyst. Michael Latham: Vice President for Academic Affairs and Dean of the College Dr. Michael Latham was named Vice President for Academic Affairs and Dean of the College in June 2014. Dr. Latham was previously Dean of Fordham University’s Fordham College at Rose Hill, New York. A specialist in the history of U.S. foreign relations, 20th-century America, and the global history of the Cold War, Dr. Latham earned his B.A. degree at Pomona College, summa cum laude, in 1989; his M.A. from the University of California-Los Angeles in 1993; his Ph.D. from UCLA in 1996. Before becoming Dean of Fordham College at Rose Hill in 2010, he served on the Fordham history faculty from 1996 to 2009, rising to full Professor and then Interim Dean. In 2007, he received Fordham University’s award for outstanding undergraduate teaching in the social sciences. His publications include The Right Kind of Revolution: Modernization, Development, and U.S. Foreign Policy from the Cold War to the Present (Cornell University Press, 2011) and Modernization as Ideology: American Social Science and “Nation Building” in the Kennedy Era (University of North Carolina Press, 2003), as well as numerous articles and collections. Dr. Latham has also served on the faculty of the Nanjing University-Johns Hopkins University Center for Chinese and American Studies. As the College’s chief academic officer, Dr. Latham is charged with leading faculty efforts to further develop the College’s academic program, renowned and highly-ranked for its academic rigor, close advising and mentoring, and individualized curriculum. Angela Voos: Chief of Staff, Vice President for Strategic Planning, and Title IX Coordinator Angela Voos serves the College as its Chief of Staff, Vice President for Strategic Planning, and Title IX Coordinator. Ms. Voos led the development office at the College as its vice president from 1995-2000 and then served as CEO at Surgical Associates in Grinnell from 2001-2011. In 2011, she rejoined the College as Special Assistant to the President to launch a strategic planning process. She was later promoted to her current position. Working closely with senior staff, Ms. Voos leads continuous strategic planning and enterprise risk management using a distributed leadership model. She is a trusted resource to the President, overseeing an array of critical decisions of import to the College’s current and future state.

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Ms. Voos earned her A.B. in anthropology from Princeton University and an M.P.H. (Master of Public Health) from the University of North Carolina at Chapel Hill. She also holds an M.B.A. from the University of Iowa. Shane Jacobson: Vice President for Development and Alumni Relations Shane Jacobson was named Vice President for Development and Alumni Relations in June 2014. Mr. Jacobson was vice president for development and campaign manager at the University of Vermont Foundation prior to joining the College, where he helped that institution achieve a record level of total new gift commitments and receipts. He is an effective fundraiser who has demonstrated success in shaping a culture of philanthropy and building an effective and motivated team. Mr. Jacobson earned a B.A. in communications at Iowa State University and worked in ISU’s admissions and alumni relations programs before joining the university’s development staff. In addition to his B.A. degree, Mr. Jacobson holds a M.Ed. degree in educational leadership and policy studies from Iowa State. He has also completed the Harvard Graduate School of Education Management Development Program. Joe Bagnoli: Vice President for Enrollment and Dean of Admission and Financial Aid In February 2012, Joe Bagnoli was appointed to lead the College’s strategic recruitment and financial aid programs. Prior to coming to the College, Mr. Bagnoli served as dean of enrollment and academic services at Berea College, his alma mater, with responsibility for admission, financial aid, athletics, academic services, and student records and accounts. He previously served as director of admissions and financial aid at Concord College in West Virginia and as an admissions counselor at Berea. Mr. Bagnoli holds a master’s degree in student personnel services from Eastern Kentucky University and a Ph.D. in educational policy studies and evaluation from the University of Kentucky. Other Administrative Employees In addition to the administrative officers listed above, the College also employs:

Administrative and professional staff (including physical education and library staff) • 233 full-time • 60 part-time

Support staff (including dining and facilities management) • 234 full-time • 36 part-time

FACULTY

As articulated in the core values of the College, the faculty holds “excellent teaching as the highest priority” and is committed to “active scholarship in traditional and interdisciplinary fields.” The College’s student-faculty ratio of approximately 9-to-1 demonstrates the College’s commitment to a highly personalized education. The table below lists the full-time faculty and percent of tenured faculty for academic years 2012-13 through 2016-17. For purposes of this chart, “full-time faculty” is defined as instructional/research professionals employed full-time and whose primary assignment is instruction, as determined by the American Association of University Professors.

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Academic

Year Number of

Full-time Faculty% of Faculty

Tenured 2012 - 13 159 60%2013 - 14 158 61%2014 – 15 164 66%2015 - 16 171 67%2016 – 17* 177 67%

* Estimated

PROGRAMS & DEGREE OFFERINGS

The College confers a Bachelor of Arts degree (arts and sciences curricula) to graduating students. Courses are offered over a two-semester academic year beginning in late August and ending in mid-May. To be eligible for graduation, a student must successfully complete at least 124 credits, including the first year tutorial and a departmental, interdepartmental, or independent major. At Grinnell College, a liberal arts education very intentionally integrates different forms of knowledge, approaches, and ways of thinking. The College encourages its students to pursue a broad course of studies, enabling them to draw from a variety of disciplinary and interdisciplinary approaches. Students work closely with an academic advisor to design a rigorous one-of-a-kind liberal arts curriculum that speaks to their individual interests, goals, abilities and weaknesses. In addition, over 55% of College students enrich their academic studies with an international experience in the form of traditional study away, internships, and fellowships. In addition, from their first day on campus, every Grinnell student is assigned and works closely with an advisor from the Center for Careers, Life, and Service. This relationship ensures that Grinnell’s students are well-prepared for a satisfying and productive life after graduation, whether that be graduate school or a professional career. The College has three academic divisions: Humanities, Science, and Social Studies, offering 27 majors and 12 interdisciplinary concentrations. For students graduating in academic years 2011-12 through 2015-16 the distribution of all declared majors was: 36.0% Division of Science 32.4% Division of Social Studies 26.9% Division of Humanities, and 4.7% Independent The College’s commitment to global engagement is manifest in its highly qualified professors who are themselves globally trained and committed to bringing the world into their classroom teaching. Beyond the classroom, this commitment fuels study abroad programs, international internships, and interdisciplinary concentrations designed to help students understand global issues and regions from a variety of perspectives. This global focus is key to preparing graduates to think critically about world affairs and apply their skills to make a meaningful impact in their chosen field. In 2005, the College implemented the Expanding Knowledge Initiative (EKI) to further enhance interdisciplinary learning at the College. EKI provides students with rich, coordinated opportunities to explore significant issues from a range of disciplinary perspectives. Through EKI, students are exposed to emerging areas of knowledge beyond their chosen major, and outside traditional disciplinary boundaries. This approach increases opportunities for integrative, capstone, and inquiry-based learning—the best lessons a truly liberal arts education can provide for a quality outcome. In 1999, the College established the Mentored Advanced Project (MAP) program, a highly successful program that enables students – individually or in small groups – to work closely with one faculty member

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on an approved course of faculty-directed scholarly work, oftentimes as the capstone project of an academic major or concentration, integrating the knowledge and skills gained at the College. Many MAPs result in papers, presentations, performances, and exhibits that share the results of the project regionally, nationally – even internationally. In a typical year, more than 40% of graduating seniors have completed a MAP. The College libraries – the Burling Library, the Kistle Science Library, the Curriculum Library and the Music Library – were the winners of the 2011 Excellence in Academic Libraries Award from the Association of College and Research Libraries and the American Library Association. Together, these libraries hold more than one million books and government documents, over 34,000 serials, nearly 35,000 audiovisual units and approximately 275,000 e-books. The libraries and their staff are dedicated to helping College students, faculty, and staff succeed in learning, teaching, and research. Services emphasize working closely with students to develop fluency in the use and evaluation of information sources as they conduct research and other intellectual investigations, through individualized research appointments, classroom instruction, and drop-in research assistance. Each academic department and concentration has a professional librarian assigned as its liaison. Library staff work closely with our campus colleagues through the Academic Resource Centers to integrate writing, reading, data analysis, academic advising, and other services. The Libraries’ book, journal, data, and media collections – in analog and digital formats – are wide-ranging and intellectually challenging, representing multiple viewpoints, languages, and cultures. The Libraries are part of a world-wide network of libraries sharing information from all parts of the globe. The College also maintains many distinguished programs and centers of specialized study, including the Center for Prairie Studies, the Center for Humanities, the Center for International Studies, the Noun Program in Women’s Studies, the Peace Studies Program, the Rosenfield Public Affairs Program, and the Donald L. Wilson Program in Enterprise and Leadership. In addition, through the Center for Teaching, Learning, and Assessment, the College operates academic support labs, available to all students for assistance with reading, math, science learning, writing, and research.

STUDENT INFORMATION Total Enrollment Degree seeking, full-time equivalent (FTE) enrollment has remained steady at approximately 1,660 over the past four years, an increase from fall 2012’s 1,610 students. Fall enrollment is typically higher than spring due to mid-year graduations, transfers, and leaves. The strategic plan targets an average student FTE enrollment of 1,610 across both the fall and spring semesters (combined on-campus and off-campus study). The fall enrollment figures below are consistent with the College’s enrollment objectives, rising demand for a Grinnell education, and student retention success.

TOTAL ENROLLMENT – DEGREE SEEKING STUDENTS (Full-Time Equivalent)

Fall On-Campus Off-Campus Study Total2012 1,477 133 1,6102013 1,523 137 1,6602014 1,550 117 1,6672015 1,540 122 1,6622016 1,527 127 1,654

First-time, Full-time Students Admission to the College is highly selective. The criteria for admission are ratified by the Admission and Student Financial Aid Committee (ASFAC) and approved by the Board of Trustees. They reflect a set of coherent admission policies that are closely matched with the College’s mission and 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 College observes a “need blind” admission policy, which selects students for admission without regard to their ability to pay.

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The following table reports admission data for the most recent five academic years. Since 2013, the number of applications received has set a new institutional record each year.

DEMAND DATA

Fall Number of

Applications Number

Admitted Admit Rate Number

Matriculated Percent

Matriculated 2012 4,554 1,458 32.0% 444 30.5%2013 4,571 1,395 30.5% 423 30.3%2014 6,058 1,697 28.0% 435 25.6%2015 6,414 1,598 24.9% 442 27.7%2016 7,370 1,488 20.2% 414 27.8%

As the number of applications has increased, so too has the academic quality of the prospective students. The following table reports the average SAT scores and ACT scores for College students over the past five years. For fall 2016, the College matriculated 19 National Merit finalists.

AVERAGE SAT/ACT SCORES

Fall

SATCritical

Thinking SAT Math

SAT Combined ACT

2012 683 683 1366 312013 670 689 1359 302014 678 698 1375 312015 687 705 1392 312016 691 724 1415 31

The enrollment diversity profile reported below aligns with the College’s strategic objectives to foster a multi-culturally diverse, academically vigorous community at the College. For fall 2016, 98 U.S. students of color enrolled (23.6% of the first-year class). The entering class for fall 2016 also includes 97 international students, 23.4% of the class.

ETHNIC COMPOSITION OF FIRST YEAR STUDENTS

Fall

Black or African-

American Asian

Hispanic (of any race)

AmericanIndian or

Alaska Native

Two or More Races

Total U.S. Students of

Color Int’l

2012 21 34 30 1 19 105 592013 29 30 40 1 15 115 652014 23 35 30 0 22 110 782015 26 29 25 0 25 105 762016 29 31 32 0 14 98 97 Student Body Geographic Distribution The following table shows the estimated geographic distribution of all students enrolled for fall 2016. Historically, the College recruits less than 50% of its students from the Midwest. The student body for fall 2016 represents 49 states, the District of Columbia and 48 foreign countries.

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GEOGRAPHIC DISTRIBUTION

Ranking Percent International 1 17.9% Illinois 2 13.8% Iowa 3 8.0% California 4 7.9% Minnesota 5 6.6% New York 6 3.3% Wisconsin 7 3.1% Massachusetts 8 3.0% Maryland 9 2.6% Missouri 10 2.5% Other US --- 31.3%

Student Retention The College has a strong record of student retention. The projected first-to-second year retention rate (first year-to-sophomore year) over the five years reported below averaged 94%. Over that same period, the average rate for students graduating within five years was 86%.

RETENTION RATES

Fall

1st to 2nd YearRetention Rate

Five-YearGraduation Rate

2012 95% 85%2013 93% 89%2014 94% 84%2015 94% 84%2016 93% 86%

COMPREHENSIVE FEE & FINANCIAL AID Comprehensive Fee

The table below sets forth the comprehensive fee for academic years 2012-13 through 2016-17. Net revenue from students for the 2016-17 academic year, i.e. tuition and fees, room and board, net of scholarships and grants; covers approximately 39% of budgeted institutional operating costs for the College’s education programs. The balance is covered by a portion of the annual endowment spend and annual giving.

TUITION, MANDATORY FEES, ROOM & BOARD

Academic

Year Tuition ($) Mandatory

Fees ($) Total Tuition/

Fees ($) Room/

Board ($) Comprehensive

Fee ($) 2012-13 40,628 376 41,004 9,614 50,618 2013-14 43,270 386 43,656 9,998 53,6542014-15 45,217 403 45,620 10,997 56,6172015-16 46,574 416 46,990 11,408 58,3982016-17 48,322 436 48,758 11,980 60,738

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Financial Aid The College is one of fewer than 50 colleges and universities in the country with need-blind admission policies that also meet 100% of demonstrated family need. As such, the College admits qualified domestic students without regard to their ability to pay and meets 100% of their demonstrated need. While the admission process for international students is not need-blind, the College remains committed to meeting the full demonstrated need of admitted international students. The following table sets forth total scholarships and grants provided to students from fiscal year 2012 through fiscal year 2016. Over this period, total scholarships and grants increased 20.6%. Nearly 90% of scholarship and grant awards are from unrestricted resources. The College chooses to direct its unrestricted resources for this purpose as part of its commitment to ensuring financial accessibility to a Grinnell education for all qualified students. The percentage of students receiving scholarships and grants in fiscal year 2016 is estimated to be 89%.

TOTAL SCHOLARSHIPS AND GRANTS ($ in thousands)

Fiscal Year

Unrestricted*Sources ($)

Restricted Sources

($) Federal** Sources ($) Total ($)

Gross Tuition and Fees ($)

TuitionDiscount Rate***

2012 33,367 4,756 148 38,271 64,731 59.1%2013 34,529 4,684 148 39,361 65,439 60.1%2014 37,954 5,647 140 43,741 71,591 61.1%2015 40,295 5,217 149 45,661 75,392 60.6%2016 40,234 5,749 167 46,150 77,190 59.8%

* Unrestricted Sources exclude financial aid benefits extended under the terms of tuition

exchange/remission programs. ** Supplemental Educational Opportunity Grants (SEOG) are included as grants to highest-need

undergraduate students to help them afford college. To participate in the SEOG program, colleges must apply annually and commit to matching 25% of the award amounts from institutional resources. The 25% institutional match is included in the Unrestricted Sources figures above. The Federal Sources figures above do not include Pell grants, for which the College is solely a pass-through agent.

*** The Tuition Discount Rate is calculated using the industry standard formula endorsed by the National Association of College and University Business Officers (NACUBO): Tuition Discount Rate = Total institutional scholarships and grant aid / Total gross tuition and required fee revenue.

The College structures its aid packages to help students limit the amount of debt they incur during their undergraduate years. Total average indebtedness per student upon graduation is consistently below $20,000. For the class of 2016, average student indebtedness was $18,780, the lowest in the state of Iowa and exceptionally low nationally. Need-based grants and work-study make up the remainder of financial aid packages to meet the full demonstrated institutional need of all admitted students.

DEVELOPMENT & FUNDRAISING The Office of Development and Alumni Relations (DAR) oversees the College’s alumni relations and fundraising. Fundraising is conducted through special events; contacts with alumni, parents, trustees and friends of the College; and planned giving efforts. The College is currently in the quiet phase of its first comprehensive campaign in 20 years. Funding priorities for the campaign include support for the building projects financed through this bond issue, scholarships, professorships, and other mission-driven strategic initiatives.

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The tables below summarize alumni and total giving, including government grants, for fiscal year 2012 through fiscal year 2016.

ALUMNI GIVING

Fiscal Year

Number of Alumni

% of AlumniSolicited

Donors as% of Solicited

Donors as % of Total

Average Gift ($)

2012 20,157 98% 33% 32% 853 2013 20,368 95% 32% 31% 595 2014 20,522 95% 32% 30% 872 2015 20,588 95% 35% 33% 1,391 2016 20,745 95% 36% 34% 1,078

TOTAL GIVING ($ in thousands)

Fiscal Year Operating ($)* Capital ($)** Total Giving ($)

Total New Commitments ($)***

2012 5,093 5,782 10,875 10,011 2013 4,827 2,428 7,255 10,395 2014 6,103 7,825 13,928 12,316 2015 10,279 10,231 20,510 23,352 2016 5,258 9,222 14,480 26,974

* Unrestricted and restricted operating gifts ** Gifts to endowment, annuity, plant and loan funds *** Pledges, planned giving agreements, etc.

FINANCIAL MATTERS

The College is committed to maintaining a sustainable business model – as affirmed by the fundamental directives of its strategic plan. The following financial summaries and discussions should be read in conjunction with the audited financial statements as of and for the years ended June 30, 2016 and 2015 and the independent auditors’ report included in Appendix B of the Official Statement. Unless otherwise specifically stated herein, the source of the information contained in this “Financial Matters” section and in each subsection hereunder is the Treasurer of the College.

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 in accordance with the activities or objectives specified by donors. Separate accounts are maintained for each fund. Internal reports are prepared on a fund accounting basis. For external reporting purposes, however, the College has adopted the FASB Accounting Standards Codification (ASC) 958, Not-For-Profit Entities, which requires resources to be classified for reporting purposes into three net asset categories (permanently restricted, temporarily restricted, or unrestricted) according to the existence or absence of donor-imposed restrictions, as referenced in Note 1 to the Financial Statements in Appendix B. Select Financial Information As of June 30, 2016, the assets of the College totaled $1.9 billion. Investments, in combination with property and equipment, constituted approximately 99% of the College’s assets. Of note, 70.7% of the College’s net assets are unrestricted, which permits the College to deploy its resources as the governing body and senior administration see fit. The unusually large unrestricted net assets proportion is largely due to the fact that the College’s endowment grew as the result of investment returns, rather than donor contributions, which are often constrained by legally binding restrictions.

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The liabilities of the College are described in further detail elsewhere in this Appendix A, under the section entitled “Outstanding Indebtedness & Other Material Liabilities.” The following table presents select comparative financial results (in thousands) for the past three fiscal years.

FY 2016 FY 2015 FY 2014 STATEMENT OF FINANCIAL POSITION ($) ($) ($)

AssetsInvestments 1,692,262 1,829,981 1,870,482 Property and equipment 226,587 230,147 237,818

LiabilitiesAccrued payroll and fringe benefits 4,942 4,431 4,217 Bonds payable 89,931 96,640 103,584

Net AssetsUnrestricted 1,281,920 1,378,974 1,388,253 Temporarily restricted 415,513 458,050 466,860 Permanently restricted 115,824 110,521 108,663

STATEMENT OF ACTIVITIES (Operating Activity)

Revenues, gains and other support Tuition and fees 77,190 75,392 71,591 Grants and scholarships including tuition remission (47,228) (47,090) (45,126)Net tuition and fees 29,962 28,302 26,465

Endowment spending distribution 73,818 59,243 55,800

Expenses and losses:Instruction 42,256 42,248 40,297 Academic support 15,108 13,994 12,642 Student services 22,377 21,675 20,960 Institutional support 23,198 21,967 20,872 Auxiliary enterprises 16,327 16,905 15,748

Total operating expenses 119,266 116,789 110,519

FOOTNOTES

InvestmentsShort-term investments 91,378 65,261 100,484 US govt/agencybonds/notes 87,291 99,247 70,692 Corporate and other bonds 42,906 28,929 41,753 Marketable equity interests 557,475 719,784 804,942

912,666 916,328 852,168

Other 546 432 443 Total investments 1,692,262 1,829,981 1,870,482

Property and equipmentLand and improvements 14,023 13,406 12,533 Buildings and improvements 330,657 328,591 327,774 Equipment and furnishings 70,927 70,566 69,484 Construction in process 3,507 391 206 Accumulated depreciation (192,527) (182,807) (172,179)

Total property and equipment 226,587 230,147 237,818

Non-marketable equity and limited partnership and similar non-marketable equity interests

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Financial Sustainability The College has consistently taken a conservative approach to its budget and finance matters. Its long standing commitment to a sustainable business model informs all decisions about resource allocation and deployment. Decisions favor those expenditures demonstrating clear alignment with stated strategic initiatives and the principles of enterprise risk management. The College’s annual operating budget is developed by the Budget Planning Committee (BPC) under the leadership of the VP for Finance and Treasurer of the College. The BPC is comprised of more than 25 members, with representation from faculty, staff, and students. Choices throughout the budget development cycle are informed by the priorities set forth in the strategic plan, as well as the principles of enterprise risk management, e.g. compliance with regulatory issues, concern for student safety, etc. The BPC’s primary focus is on the budget for the coming fiscal year, but 5-year modeling is the standard protocol to ensure long-term financial sustainability. In addition to the operating budget, the BPC and related sub-committees also consider planning for and funding of strategic initiatives and capital projects. The BPC delivers each year’s recommended budget to the President for review and approval, before presentation to the Board Finance Committee and, ultimately, the full Board for final approval. The College monitors actual-to-budget performance throughout the year and regularly reports forecasts, variances from budget, and year-end results to the Board of Trustees. Reserves The College is protected by a portfolio of reserves with a target aggregate value of approximately $100 million. The total amount in the reserves vacillates as funds are withdrawn for established purposes and then replenished over time. Some of the reserves are designed to mitigate downside risks. Others ensure agility in response to unanticipated opportunity. Phased allocations from the endowment will fully fund all five reserves by fiscal year-end 2022. Risk Mitigating Reserves The College maintains an Operating Reserve comprised of past operating surpluses, which buffers the impact of unanticipated demands or deficit results in any given year. The Operating Reserve as of June 30, 2016 totaled $10.7 million. The College’s target for the Operating Reserve is $30 million. The Building, Maintenance & Equipment Reserve (BM&E) funds smaller capital projects, typically less than $1 million each. It is also a source of funding for emergency capital projects, such as storm-related damage or unexpected equipment failures. As of June 30, 2016, the balance in the BM&E Reserve was $3.4 million, with a target of $5 million. The Capital Reserve provides access to funding for large scale capital projects in a way that protects the operating budget and smooths the spiking cash demands associated with such projects, e.g. replacement roofing, heating plant updates, etc. The balance in the newly created Capital Reserve is building toward a target of $30 million. Opportunity Reserves The Strategic Reserve provides funding in support of strategic initiatives and institutional innovation. Funds may be used, with the President’s authorization, to support staff and programming for one-time projects, pilots, and start-up costs for new initiatives. As of June 30, 2016 the Strategic Reserve totaled $15.4 million, with a target of $25 million. The Zone Reserve provides funding in support of favorable town-gown relationships and investments in the community of Grinnell. The balance in the newly created Zone Reserve is building toward a target $10 million. The Finance Committee of the Board has specific responsibility for governance of the annual operating budget, capital budget, reserves, issuance and repayment of debt, and stewardship of institutional resources.

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The VP for Finance keeps the Finance Committee informed of the College’s financial status and variances from plan throughout the year. This is done in coordination with the College’s Investment Committee, as appropriate. At least once annually, the Audit and Assessment Committee of the Board meets in executive session with the College’s external auditors to review the audited operating results and discuss observations regarding the adequacy of internal controls and management practices.

THE ENDOWMENT The College’s investment assets as of June 30, 2016 totaled $1.7 billion, of which endowment funds represented $1.6 billion. Investments outside the endowment as of that date included the Strategic Reserve Fund at $15.4 million, and operating investments and annuity funds totaling $22.7 million and $11.0 million, respectively. Nearly 70% of the endowment is unrestricted, allowing the College considerable flexibility in strategic deployment of the annual endowment payout. The College continues to take various prudent steps to conservatively manage its liquidity. As of June 30, 2016, the endowment had $716 million in monthly liquidity. Investments The College Board of Trustees has delegated investment responsibility to its Investment Committee via Article VI of the Bylaws. Article VI requires the Investment Committee to maintain a policy of prudent investment in stocks, bonds, real assets, non-marketable securities such as private placements and limited partnerships. The Investment Committee has the authority to delegate investment decisions to the College’s Chief Investment Officer and/or independent investment managers, pursuant to the approved investment policy and sub-policies.

The Investment Committee currently consists of nine members and operates pursuant to the Investment Policy last approved by the Board of Trustees in May 2013. The Investment Policy establishes investment objectives based upon the unique attributes of three broad asset categories (endowment, operating, and annuity funds), articulates liquidity targets, articulates the College’s commitment to socially-responsible investment, and establishes investment review and Investment Committee meeting requirements. The College’s investments include three broad asset categories:

• The endowment funds of the College are invested to ensure long-term growth of capital, in order to provide predictable and stable financial support of the College and its mission.

• Operating funds consist of the financial resources available to satisfy the College’s daily cash requirements (including capital and other strategic needs), and are invested to provide safety of principal, maintain liquidity to match expected liabilities, and generate a reasonable return.

• Annuity funds represent assets transferred to the College subject to life income interests and for which the College serves as trustee. Annuity funds are invested to preserve and protect these assets by earning a total return appropriate to each individual annuity vehicle.

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The asset allocation for the College’s endowment funds is as follows:

ASSET ALLOCATION (as of June 30, 2016)

Cash/Fixed 8.7%Equities 45.4%Absolute Return/Hedged 12.5%Private Equity 29.1%Real Assets 3.9%Other 0.4%

Total 100.0% The change in the endowment value over the past five-year period is summarized in the following table:

CHANGE IN ENDOWMENT VALUE ($ in thousands)

Fiscal

Year End Market Value of Endowment ($) Net Growth ($)* %

2012 1,383,856 (116,363) -7.8% 2013 1,553,629 169,773 12.3% 2014 1,829,521 275,892 17.8% 2015 1,787,775 (41,746) -2.3% 2016 1,648,783 (138,992) -7.8%

* Net growth includes endowment return, gifts to endowment, endowment spending and other additions and transfers The College’s endowment fund performance as of June 30, 2016 as compared to the “65% MSCI World/35% BC Agg” benchmark was as follows.

ENDOWMENT PERFORMANCE (Net of Fees) Rates of Return (%)

1 Year 3 Year 5 Year 10 Year

Endowment (4.1)% 5.1% 5.3% 4.0%65% MSCI World / 35% BC Agg 0.5% 6.1% 5.8% 5.0%

Endowment Spending The College benefits from a conservative Endowment Spending Policy, which permits a 4% annual distribution, the majority of which funds operations, but a portion of which must be directed to the College’s reserves or other Board approved purposes. The annual endowment distribution is calculated as 4.0% of the 12-quarter moving average endowment market value, determined annually as of the quarter ending December 31 immediately prior to the beginning of the fiscal year. The Endowment Spending Policy was last reviewed and reaffirmed by the Board of Trustees in February 2014. Approximately 55% of the College’s fiscal year 2016 operating budget was supported by endowment spending. The table below sets forth the endowment payout rate and allocation of spending for fiscal years 2012 through 2016.

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ENDOWMENT SPENDING DISTRIBUTION ($ in thousands)

Fiscal Year Operating ($) Strategic

Reserve ($) Total

Distribution ($) Distribution % Additional Payout ($)*

2012 47,981 5,300 53,281 4.00% 02013 52,299 2,101 54,400 4.00% 02014 55,300 500 55,800 4.00% 02015 58,243 1,000 59,243 4.00% 02016 64,418 100 64,518 4.00% 9,300

* At its October 2015 meeting, the Board of Trustees approved an exception to the endowment spending policy, authorizing an additional $56 million to be distributed over the six-year period FY 2016 through FY 2021, approximately $9.3 million/year, over and above the standard 4% payout. The additional payout is structured to address a number of high priority strategic initiatives over the designated six-year period.

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 investigations being defended by or on behalf of the College for which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of administration of the College and counsel to the College responsible therefore, will be entirely within the College’s applicable self-insurance and insurance policy limits (including primary and excess insurance policies and subject to applicable deductibles and self-insured retentions), or will not have a material adverse effect on the operations or condition, financial or otherwise, of 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 corporate existence or powers of the College to enter into and carry out the transactions described in or contemplated by, or the execution, delivery, validity or performance by the College of, the Loan Agreement, or the status of the College as a tax-exempt organization. Liability Insurance The College maintains a robust insurance program. In addition to State-mandated workers’ compensation coverage, the College’s insurance portfolio provides $41 million of liability coverage through a combined excess liability/umbrella policy. Campus buildings are covered at replacement cost, valued at $462.7 million. Coverage for College equipment and property is provided at a valuation of $118.4 million. The College also carries educators legal liability coverage with a $25 million per occurrence/aggregate limit and employee benefits/ERISA liability coverage at $5 million per occurrence/aggregate.

ANTICIPATED BOND ISSUANCE The College intends to use the funds from this bond issue to partially finance three capital projects and the issuance costs related to the bond issue. The projects include:

(i) Renovation and significant expansion of the existing Alumni Recitation Hall and Carnegie Hall on campus to create, equip, and furnish a new interdisciplinary Humanities and Social Studies Complex (“HSSC”),

(ii) Construction, equipping, and furnishing of a new Admission/Financial Aid Center, (iii) A comprehensive campus landscaping plan and partial implementation thereof.

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OUTSTANDING INDEBTEDNESS & OTHER MATERIAL LIABILITIES As of January 1, 2017, the College’s outstanding debt totaled $79.9 million. On March 9, 2010 and November 20, 2014, the Iowa Higher Education Loan Authority issued $58.9 million and $56.4 million of Private College Facility Revenue and Refunding Bonds (the “Series 2010 Bonds”) and Private College Facility Revenue Refunding Bonds (the “Series 2014 Bonds”), respectively, on behalf of the College. The Series 2010 bonds are structured with annual serial maturities from December 1, 2011 through December 1, 2020. The Series 2010 bonds are outstanding in the amount of $23.5 million as of January 1, 2017. See Note 10 to the Financial Statements in Appendix F. The Series 2014 bonds are structured with annual serial maturities from December 1, 2021 through December 1, 2034 and term bonds maturing on December 1, 2039 and 2044. The Series 2014 bonds are outstanding in the amount of $56.4 million as of January 1, 2017. See Note 10 to the Financial Statements in Appendix F. The College sponsors a defined contribution postretirement health care plan for all employees that meet eligibility requirements. The plan is contributory, with retiree contributions that are adjustable annually based on various factors, some of which are discretionary. The liability as of June 30, 2016 for the plan was $20.8 million. See Note 8 to the Financial Statements in Appendix F.

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APPENDIX B

PROPOSED FORM OF LEGAL OPINION

Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com

Iowa Higher Education Loan Authority Des Moines, Iowa

RE: $________ - Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project) Series 2017

Ladies and Gentlemen:

As Bond Counsel in connection with the authorization, issuance and sale by the Iowa Higher Education Loan Authority (the "Issuer"), of the obligations described above, dated as of the date of issuance (the "Series 2017 Bonds"), we have examined: (1) a Loan Agreement, dated as of November 1, 2017 (the "Loan Agreement"), between the Issuer and The Trustees of Grinnell College, an Iowa nonprofit corporation (the "College"); (2) an Indenture of Trust, dated as of November 1, 2017 (the "Indenture"), between the Issuer and U.S. Bank National Association, Chicago, Illinois, as trustee (together with any successor trustee, the "Trustee"); (3) a Tax Certificate and Agreement, dated the date hereof (the "Tax Certificate"), among the College, the Issuer and the Trustee; (4) certified copies of certain proceedings taken, and certain affidavits and certificates furnished, by the Issuer in the authorization, sale and issuance of the Series 2017 Bonds and the execution and delivery of the Loan Agreement, the Indenture and other documents; and (5) the form of the Series 2017 Bonds.

As to questions of fact material to our opinion, we have assumed the authenticity of and relied upon the proceedings, affidavits, certificates and other documents furnished to us without undertaking to verify 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 of the State of Iowa, and has power and authority to issue the Series 2017 Bonds and to loan the proceeds thereof to the College to finance the Project (as defined in the Loan Agreement),

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and to pledge the loan payments to be received pursuant to, and certain of its interests in, the Loan Agreement as security for the payment of the principal of and interest on the Series 2017 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 the other parties thereto, are in full force and effect and are valid and binding special, limited obligations of the Issuer enforceable in accordance with their terms. The Indenture creates the valid pledge that it purports to create with respect to the Trust Estate established under the Indenture, except the Rebate Fund. All Series 2017 Bonds issued under the Indenture shall in all respects be equally and ratably secured thereby, without preference, priority, or distinction, so that all of the Series 2017 Bonds shall have the same right, lien and preference under and by virtue of the Indenture, and shall all be equally and ratably secured thereby.

(3) The Series 2017 Bonds have been duly and validly authorized, executed and delivered by the Issuer, and are valid and binding special, limited obligations of the Issuer, enforceable in accordance with their terms and the terms of the Indenture. The Series 2017 Bonds are not general obligations or indebtedness of the Issuer or the State of Iowa within the meaning of any constitutional or statutory limitation, and do not constitute or give rise to a pecuniary liability of the Issuer or the State of Iowa or a charge against the general credit or any taking power of either the Issuer or the State of Iowa, but are payable solely from revenues derived from the Loan Agreement, as provided in the Indenture. The Series 2017 Bonds issued under the Indenture are equally and ratably secured by and entitled to the benefits provided by the Indenture.

(4) The Series 2017 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 gross income for purposes of federal income taxation under Section 103(a) of the Code pursuant to the exemption for "qualified 501(c)(3) bonds" provided in Section 145 of the Code. Further, interest on the Series 2017 Bonds is not an item of tax preference includable in alternative minimum taxable income for purposes of the federal alternative minimum tax applicable to all taxpayers. It should be noted, however, that interest on the Series 2017 Bonds is includable in adjusted current earnings of corporations in determining alternative minimum taxable income for purposes of federal alternative minimum taxes. Interest on the Series 2017 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 or federal laws relating to bankruptcy, insolvency, reorganization, moratorium or creditors' rights and the exercise of judicial discretion.

The opinions expressed in paragraph (4) above are subject to the condition of compliance

by the Issuer, the College, and the Trustee with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2017 Bonds in order that interest thereon may be, and continues to be, excluded from gross income for federal income tax purposes.

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Noncompliance with such requirements could result in the inclusion of interest on the Series 2017 Bonds in gross income for federal income tax purposes, either prospectively or retroactively to the date of issuance of the Series 2017 Bonds. Except as stated in this opinion, we express no opinion regarding federal, state or other tax consequences to owners of the Series 2017 Bonds.

In rendering the opinion contained in paragraph (4) above, we have relied upon (i) representations made by officers of the College as to the nature, use, cost and economic life of the facilities refinanced with proceeds of the Series 2017 Bonds, the investment of such proceeds, the intended application of the proceeds of the Series 2017 Bonds, the College=s status as a 501(c)(3) organization and other matters relating to the exclusion of interest on the Series 2017 Bonds from gross income for purposes of federal income taxation; and (ii) the opinion, of even date herein, of Nyemaster Goode, P.C., Des Moines, Iowa, counsel to the College, as to the due and valid incorporation and good standing of the College, its status as an organization described in Section 501(c)(3) of the Code and exempt from tax under Section 501(a) of the Code and as to the characterization of the College=s activities in connection with the use of the facilities refinanced with proceeds of the Series 2017 Bonds as activities that do not constitute an unrelated trade or business of the College under Section 513(a) of the Code. We have assumed that the proceeds of the Series 2017 Bonds will be applied in accordance with the provisions of the Loan Agreement and the representations made by the Issuer and the College with respect thereto, and that the College will make any necessary calculations and pay to the United States any amounts required under Section 148 of the Code. In rendering the opinion contained in paragraph (2) above, we have relied upon 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 the Issuer to issue the Series 2017 Bonds and to enter into and perform the Agreement and the Indenture.

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

Respectfully submitted,

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APPENDIX C

FORM OF CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by The Trustees of Grinnell College (the "Obligated Person" or "Grinnell College") and U.S. Bank National Association (the "Dissemination Agent") in connection with the issuance of $_______ Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project) Series 2017 (the "Series 2017 Bonds" or "Bonds"). The Bonds are being issued pursuant to an Indenture of Trust between the Iowa Higher Education Loan Authority (the "Issuer") and U.S. Bank National Association, as trustee (the "Trustee") dated as of February 1, 2017 (the "Indenture") and are secured by an assignment to the Trustee of the Issuer's rights under a Loan Agreement dated as of February 1, 2017 between the Issuer and the Obligated Person. The Obligated Person and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Obligated Person and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5) (the "Rule"). Grinnell College is an "obligated person" within the meaning of the Rule. The Obligated Person and the Dissemination Agent acknowledge that the Issuer has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Agreement, and has no liability to any person, including any holder of the Bonds, with respect to such reports, notices or disclosures. The financial information and operating data forming the basis of the annual reporting requirements of Sections 3 and 4 of this Disclosure Agreement are derived from the Official Statement. As required by the Rule, this Disclosure Agreement is enforceable by beneficial owners 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 Loan Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Financial Information" shall mean any Annual Financial Information 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 vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Disclosure Representative" shall mean the Treasurer of the Obligated Person or his or her designee, or such other officer or employee as the Obligated Person shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean U.S. Bank National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Obligated Person and which 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 the United States. "GAAS" shall mean generally accepted auditing standards as in effect from time to time in the United 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. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. "National Repository" shall mean Electronic Municipal Market Access System ("EMMA") of the Municipal Securities Rulemaking Board, or any successor thereto. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under 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 Financial Information. (a) The Obligated Person shall, or shall cause the Dissemination Agent to, not later than 210 days after the end of its fiscal year (presently July 1 - June 30), commencing with the report for the fiscal year ending June 30, 2017, provide to the National Repository an Annual Financial Information filing which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Financial Information filing must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Obligated Person shall provide the Annual Financial Information filing to the Dissemination Agent not later than 15 Business Days prior to said date accompanied with a written certification substantially in the form of Exhibit C hereto from the Obligated Person furnished to the Dissemination Agent that such Annual Financial Information complies with the requirements of this Disclosure Agreement. The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Obligated Person may be submitted separately from the balance of the Annual Financial Information filing. If the Obligated Person's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(f). (b) Notwithstanding anything to the contrary contained in this Disclosure Agreement, in order to expedite the transmission of the Annual Financial Information to the National Repository, as set forth in subsection (a) of this Section 3, the Obligated Person shall have the option, but shall not be obligated, to submit the Annual Financial Information directly to the National Repository no later than the date described in (a) above. In the event the Obligated Person elects to submit the Annual Financial directly to the National Repository, the Obligated Person shall submit the Annual Financial Information to the Dissemination Agent accompanied with a written certification substantially in the form of Exhibit B, upon which the Dissemination Agent may conclusively rely. Such written certification shall be provided at the same time that the Obligated Person submits the Annual Financial Information to the National Repository.

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(c) If by 15 Business Days prior to the date specified in subsection (a) for providing the Annual Financial Information to the National Repository, the Dissemination Agent has not received a copy of the Annual Financial Information or the certification required under subsection (b) of this Section 3, the Dissemination Agent shall contact the Obligated Person to request the copy of the Annual Financial Information required to be delivered by the Obligated Person in accordance with subsection (a). (d) If the Dissemination Agent is unable to verify that an Annual Financial Information has been provided to the National Repository by the date required in subsection (a), the Dissemination Agent shall send a notice to the National Repository in substantially the form attached as Exhibit A. (e) The Dissemination Agent shall:

(i) each year file the Annual Financial Information provided to it with the National Repository unless the Obligated Person has provided the Dissemination Agent with the certification under subsection (b) of this Section 3, and

(ii) file a report with the Issuer and Obligated Person certifying that either (A) the Annual

Financial Information has been filed by the Dissemination Agent pursuant to this Disclosure Agreement, stating the date it was filed or (B) the Obligated Person provided the Dissemination Agent with a certification under subsection (b) of this Section 3 and the date of the filing set forth in such certification. Section 4. Content of Annual Financial Information. (a) The Obligated Person's Annual Financial Information filing shall contain or incorporate by reference the following:

(i) The audited financial statements of the Obligated Person for the most recently ended fiscal year. If the audited financial statements are not completed within 210 days following the end of such fiscal year, the Annual Financial Information filing shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statement of the Obligated 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 is not

included in the financial statements referred to in paragraph (a)(i) above, an updating of the information set forth in Appendix A of the Official Statement under the following subheadings: Student Information; Comprehensive Fees & Financial Aid; Development & Fundraising; Financial Matters; and The Endowment.

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 the National Repository or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Obligated Person shall clearly identify each such other document so incorporated by reference. (b) The Obligated Person's annual financial statements for each fiscal year shall be prepared with GAAP, unless applicable accounting principles are otherwise disclosed in the Official Statement, and audited by an independent accounting firm in accordance with GAAS.

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Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Obligated Person shall give, or cause to be given, to the Dissemination Agent, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner, no later than 10 Business Days after the day of the occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements relating to the Bonds reflecting financial

difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final

determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notice or determinations with respect to the tax-exempt status of the Bonds, or material events affecting the tax-exempt status of the Bonds;

(7) Modifications to rights of bond holders, if material; (8) Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; (9) Defeasances of the Bonds; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes on the Bonds; (12) Bankruptcy, insolvency, receivership or similar event of the Issuer; (13) The consummation of a merger, consolidation, or acquisition involving the Issuer or the

sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(14) Appointment of a successor or additional trustee or the change of name of a trustee, if

material. (b) The Dissemination Agent shall, within one business day of obtaining actual knowledge of the occurrence of a Listed Event, contact the Disclosure Representative, inform such person of the Event, and request that the Obligated Person promptly notify the Dissemination Agent in writing whether or not to report the Event pursuant to subsection (f). (c) Whenever the Obligated Person obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the Obligated Person shall as soon as possible determine whether such Event would be material under applicable federal securities laws.

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(d) If the Obligated Person determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Obligated Person shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f). (e) If in response to a request under subsection (b), the Obligated Person determines that the Listed Event would not be material under applicable federal securities laws, the Obligated Person shall promptly so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (f). (f) If the Dissemination Agent has been instructed by the Obligated Person to report the occurrence of a Listed Event, the Dissemination Agent shall promptly, but not later than 10 Business Days after the occurrence of the event, file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with National Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds pursuant to the Indenture. Section 6. Filing. Any filing under this Agreement may be made solely by transmitting such filing to (a) the National Repository for ongoing disclosures by municipal issuers, or (b) as required or 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. This Disclosure Agreement may be terminated by any party to this Disclosure Agreement upon thirty days' written notice of termination delivered to the other party or parties to this Disclosure Agreement; provided the termination of this Disclosure Agreement is not effective until the Obligated Person, or its successor, enters into a new continuing disclosure agreement with a dissemination agent who agrees to continue to provide, to the National Repository, all information required to be communicated pursuant to the rules promulgated by the Securities Exchange Commission or the MSRB. This Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. The Dissemination Agent and the Obligated Person shall be fully discharged at the time any such termination is effective. If such termination occurs prior to the final maturity of the Bonds, the Obligated 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 if it were the Obligated Person and the original Obligated Person shall have no further responsibility hereunder. Section 8. Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Obligated Person pursuant to this Disclosure Certificate. Nothing in this Disclosure Agreement shall be construed to require the Dissemination Agent to interpret or provide an opinion concerning materiality under Section 5. If the Dissemination Agent receives a request for an interpretation or opinion, the Dissemination Agent may refer such request to the Obligated Person for response.

The Dissemination Agent shall have no duty or obligation to review or verify any information provided to them by the Obligated Persons or to determine the materiality of a Listed Event and shall not be deemed to be acting in any fiduciary capacity for the Obligated Persons, the Holders, or any other party. The Dissemination Agent shall have no responsibility for the Obligated Persons’ failure to report a Listed Event to the Dissemination Agent. The Dissemination Agent shall have no power or authority to enforce the Obligated Persons’ performance of its duties and obligations hereunder and shall not be required to take any action to cause the Obligated Persons to comply with its obligations hereunder. The obligations of the Obligated Persons under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The Dissemination Agent shall have no obligation to disclose information about the Bonds except as expressly provided herein. The fact that the Dissemination Agent or any affiliate thereof

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may have any fiduciary or banking relationship with the Obligated Persons, apart from the relationship created by the Rule shall not be construed to mean that the Dissemination Agent has actual knowledge of any event or condition except as may be provided by written notice from the Obligated Persons. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Obligated Person and the Dissemination Agent may amend this Disclosure Agreement and the Dissemination Agent shall agree to any reasonable amendment requested by the Obligated Person. Subject to the provisions of this Section 9, the parties hereto may enter into any amendment, change or modification of this Disclosure Agreement in connection with curing any ambiguity in order to comply with the requirements of federal or state securities laws. In making a determination above, the parties may rely on the advice of counsel. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Obligated Person shall describe such amendment in the next Annual Financial Information filing, and shall include, as applicable, 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 or operating data being presented by the Obligated Person. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Financial Information filing for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Obligated Person from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Financial Information filing or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Obligated Person chooses to include any information in any Annual Financial Information filing or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Obligated Person shall have no obligation under this Agreement to update such information or include it in any future Annual Financial Information filing or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the Obligated Person or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and at the request of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall), or any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Obligated Person or Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default 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 Person or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Obligated Person agrees 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 or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct. The obligations of the Obligated Person under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

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Section 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Obligated Person, the Trustee, the Dissemination Agent, the Underwriter and Holders and Beneficial 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 several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Date: ____________, 2017 THE TRUSTEES OF GRINNELL COLLEGE By _____________________________________ Kate Walker, Vice President for Finance &

Treasurer

U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent

By ___________________________________ Jaymes Paulson, Vice President cc: Obligated Person

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EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF

FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: Iowa Higher Education Loan Authority Name of Bond Issue: $_________ Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project) Series 2017 Name of Obligated Person: The Trustees of Grinnell College Date of Issuance: February ___, 2017 NOTICE IS HEREBY GIVEN that the Obligated Person has not provided the Annual Financial Information with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Agreement delivered in connection with the issuance of the Bonds. The Obligated Person anticipates that the Annual Financial Information will be filed by __________________. Dated: __________________ U.S. Bank National Association Dissemination Agent on behalf of Obligated Person By ___________________________________ ___________________________________ cc: Obligated Person

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EXHIBIT B FORM OF COMPLIANCE CERTIFICATE

NAME OF ISSUE [Date] [U.S. Bank National Association, as Dissemination Agent] [Attention] [Address] Re: Compliance Certificate for Annual Financial Information Dear _______________: Pursuant to the Disclosure Agreement dated ________________ between _______________ (the “Obligated Person”) and U.S. Bank National Association, (the “Dissemination Agent”), the undersigned as a representative of the (Obligated Person), does hereby certify that the enclosed Annual Financial Information of the (Obligated Person), complies with the requirements of the Disclosure Agreement and was submitted directly to the MSRB on _____________ (date). [Obligated Person] By: ________________________________ Name: Title: Enclosure

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EXHIBIT C FORM OF COMPLIANCE CERTIFICATE

NAME OF ISSUE [Date] [U.S. Bank National Association, as Dissemination Agent] [Attention] [Address] Re: Re: Compliance Certificate for Annual Financial Information Dear _______________: Pursuant to the Disclosure Agreement dated _______________ between _______________ (the “Obligated Person”) and U.S. Bank National Association, (the “Dissemination Agent”), the undersigned as a representative of the (Obligated Person), does hereby certify that the enclosed Annual Financial Information for the fiscal year-end _______________, of the (Obligated Person), complies with the requirements of this Disclosure Agreement. [Obligated Person] By: ________________________________ Name: Title: Enclosure

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APPENDIX D

SUMMARIES OF PRINCIPAL DOCUMENTS

DEFINITIONS

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

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

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

"Agreement" means the Loan Agreement between the Issuer and the College, dated as of February 1, 2017, as from time to time supplemented and amended.

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

"Bondholder" or "Holder" or "Owner of the Series 2017 Bonds" means the Registered Owner of any Bond.

"Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or other attorney at law or a firm of attorneys, acceptable to the Issuer and the College, of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on bonds issued by states and their political subdivisions duly 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 the Issuer on December 14, 2016, authorizing the issuance and sale of the Series 2017 Bonds, as the same may be amended, modified or supplemented.

"Business Day" means any day except a Saturday, Sunday, or legal holiday, or a day on which banks located in the city in which the principal corporate trust office of the Trustee is located are required or 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 February ____, 2017.

"Code" means the Internal Revenue Code of 1986, as from time to time supplemented and amended. References to the Code and to sections of the Code shall include relevant regulations and proposed regulations, and any successor provisions to such sections, regulations and proposed regulations.

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"College" or "Grinnell College" means The Trustees of Grinnell College, an Iowa nonprofit

corporation 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 College by written certificate furnished to the Issuer and the Trustee containing the specimen signature of such person and signed on behalf of the College by any authorized officer of the College. Such certificate may designate an alternate or alternates.

"Conditional Redemption" shall have the meaning set forth in Section 3.02(d) of the Indenture. "Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement

between the College and U.S. Bank National Association, as dissemination agent, dated the date of issuance and delivery of the Series 2017 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

"Costs of Issuance" means all expenses incurred in connection with the issuance of the Series 2017 Bonds, including, without limitation, the compensation and expenses of Trustee, feasibility studies, compensation to any financial consultants, placement agents, or underwriters, issuer's fees, legal fees and expenses including fees and expenses of Bond Counsel, counsel to the Issuer, and counsel to the Underwriter, costs of printing and engraving, and all recording and filing fees.

The terms "default" and "event of default" mean any occurrence or event specified in and defined

by Section 8.01 of the Indenture.

"Determination of Taxability" means any determination, decision, or decree made by the Commissioner or any District Director of the Internal Revenue Service, or by any court of competent jurisdiction, that the interest payable on any of the Series 2017 Bonds is includable in the gross income for Federal income tax purposes of any of the holders of such Series 2017 Bonds by virtue of the occurrence of any event, including any change in the Constitution or laws of the United States of America or the State of Iowa, which results in interest payable on the Series 2017 Bonds becoming includable in the gross income of the holders thereof pursuant to Section 103(b) of the Internal Revenue Code, and the rules and regulations promulgated thereunder (other than a person who is a "substantial user" or "related person" 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.

"Defeasance Obligations" means (i) non-callable Governmental Securities or (ii) investment

agreements with financial institutions whose unsecured debt obligations are rated by Standard & Poor's Ratings Service or Moody's Investors Service in the highest rating category.

"Eligible Costs" with respect to the Project shall be deemed to include those items included in the

cost of acquiring and installing any part of the Project within the meaning of the Act, including, but not limited to:

(i) payment to the College of such amounts, if any, as shall be necessary to reimburse the

College in full for all advances and payments made by it at any time prior to or after the delivery of the Series 2017 Bonds for expenditures in connection with the acquisition of any portion of the Project Site, and preparation, clearing, landscaping, or other expenses incident to the improving of the Project Site;

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(ii) payment for labor, services, materials, and supplies used or furnished for site preparation

and in the installation of the Project, payment for the cost of the acquisition of any equipment and the installation thereof in connection with the Project, payment for the cost of the construction, acquisition, expansion and installation of utility services or other facilities and all real and personal property deemed necessary in connection with the Project and payment for the miscellaneous expenses incidental to any of the foregoing items;

(iii) the cost of performance bonds or other bonds necessary in connection with the

acquisition and installation of the Project and any and all types of insurance that may be necessary or appropriate to have in effect during the course of the acquisition and installation of the Project;

(iv) all costs of engineering and architectural services, including the costs of College for test

borings, surveys, estimates, plans and specifications and preliminary investigations therefor, feasibility studies in connection with the Project, and for supervising the acquisition and installation of the Project, as well as for the performance of all other duties required by or consequent to the proper installation of the Project;

(v) expenses incurred in connection with the issuance of the Series 2017 Bonds, including,

without limitation, the compensation and expenses of Trustee, feasibility studies, compensation to any financial consultants or underwriters, legal fees and expenses, costs of printing and engraving and all recording and filing fees; provided that proceeds of any tax-exempt bonds shall not be disbursed for the payment of costs of issuance in excess of 2% of the face amount of such Series 2017 Bonds (minus any original issue discount);

(vi) all costs which College shall be required to pay under the terms of any contract or

contracts for acquisition and installation of the Project; (vii) interest on the Series 2017 Bonds for a reasonable period prior to acquisition of the

Project, during installation and for up to six (6) months after completion of installation; and (viii) any sums required to reimburse College for advances made for any of the above items or

for any other costs incurred, including interim financing, and for work done which are properly chargeable to the Project and permitted under the Act.

"Facilities" means the buildings, improvements, equipment and furnishings financed with the proceeds of the Series 2017 Bonds.

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

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

"Generally Accepted Accounting Principles" means those accounting principles, as in effect from time to time, applicable in the preparation of financial statements of institutions of higher education as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute

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of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards 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) with respect 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 of America, 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 been incurred or assumed in connection with the acquisition of Property, all indebtedness, no matter how created, secured by Property, whether or not such indebtedness is assumed by the College, any leases required to be capitalized in accordance with generally accepted accounting principles and installment purchase obligations.

"Indenture" means the Indenture of Trust, dated as of February 1, 2017, between the Issuer and the Trustee, as the same may be supplemented and amended from time to time in accordance with the terms thereof.

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

"Interest Payment Date" means the first day of each June and December, commencing June 1, 2017.

"Issuance Expense Fund" means the Issuance Expense Fund created in Section 3.4 of the Loan Agreement.

"Issuer" means Iowa Higher Education Loan Authority, a body politic and corporate and a public

instrumentality of the State, duly organized and existing under the laws of the State, and any successor body to the duties and functions of the Issuer.

"Issuer's Annual Fee" means the fee which the Issuer charges to institutions to cover the Issuer's costs 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 the weighted average principal amount of the Series 2017 Bonds outstanding during the period beginning on February 1 of each year and ending on the immediately succeeding last day of January. The Issuer's Annual Fee may be changed by the Issuer but for purposes of the Agreement may not exceed the amount described above.

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

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"Loan" means the loan by the Issuer to the College of the proceeds from the sale of the Series 2017 Bonds pursuant to the Agreement.

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

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

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

The terms "outstanding" or "Series 2017 Bonds Outstanding" mean all Series 2017 Bonds which have been authenticated and delivered by the Trustee under the Indenture, except:

(a) Series 2017 Bonds canceled after purchase in the open market or because of payment at, or redemption prior to, maturity;

(b) Series 2017 Bonds for the payment or redemption of which cash and/or securities shall have been theretofore deposited with the Trustee (whether upon or prior to the maturity or redemption date of any such Series 2017 Bonds) in accordance with Article VII of the Indenture; provided that if such Series 2017 Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; and

(c) Series 2017 Bonds in lieu of which others have been authenticated under Sections 2.07 and 2.08 of the Indenture.

(d) For the purpose of all consents, approvals, waivers and notices required to be obtained or

given hereunder, the Series 2017 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 of Participants exists at the time of such reference.

"Paying Agent" means the Trustee, or any other bank or trust company at any time designated pursuant to the Indenture to serve in addition to the Trustee as the paying agencies or places of payment for the Series 2017 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, a municipality, a municipal authority or any other group or entity.

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"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 the

prime lending rate, or, in the event The Wall Street Journal ceases publication, the Prime Rate shall be based on the prime or base rate announced by the Trustee.

"Project" means partially financing (i) the constructing, renovating, equipping, and furnishing of

the existing Alumni Recitation Hall and Carnegie Hall to create a new interdisciplinary Humanities and Social Studies Complex (“HSSC”), (ii) constructing, equipping, and furnishing a new Admission/Financial Aid Center, and (iii) developing and partially implementing a comprehensive campus landscaping plan, all located on the campus of the College.

"Project Fund" means the Project Fund created in Section 3.3 of the Loan Agreement. "Property" means any and all rights, title and interest in and to any and all property of the College

whether real or personal, tangible or intangible and wherever situated and whether now owned or hereafter acquired.

"Qualified Investments" means:

(i) Government Obligations;

(ii) bonds, participation certificates issued or guaranteed by Federal National Mortgage

Association, Government National Mortgage Association, Federal Home Loan Mortgage Corporation and Federal Home Loan Banks or other agencies of the United States government;

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

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

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

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

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

(viii) investment agreements with financial institutions (or such investment agreements which are guaranteed by a financial institution) whose unsecured debt obligations are rated by Standard & Poor's

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Ratings Services and Moody's Investors Service in one of the three highest rating categories at the time the agreement is entered into or that are collateralized by investments of the type described in clause (i) or (ii) of this definition having an aggregate fair market 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 obligations described in clause (i) and (ii) of the definition thereof with any registered broker/dealer subject to the Securities Investors' Protection Corporation 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 governs the transaction;

(b) the securities are held free and clear of any lien by the Trustee or an independent

third party acting solely as agent for the Trustee, and such third party is (1) a Federal Reserve Bank, or (2) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $25 million, and the Trustee shall have received written confirmation from such third party that it holds such securities, free and clear of any lien, as agent for the Trustee;

(c) a perfected first security interest under the Uniform Commercial Code, or book

entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. in such securities is created for the benefit of the Trustee;

(d) the repurchase agreement has a term of thirty days or less, or the Trustee or

independent third party will value the collateral securities no less frequently than monthly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within seven Business Days of such valuation;

(xi) forward delivery agreements with financial institutions whose unsecured debt obligations

are rated by Standard & Poor's Ratings Services or Moody's Investors Service in one of the three highest rating categories that deliver investments of the type described in clause (i) through (iv);

(xii) U.S. dollar denominated deposit accounts, federal funds with domestic commercial banks

which have a rating on their short term certificates of deposit on the date of purchase of "A-l" or "A-1+" by Standard & Poor's Ratings Services and "P-l" by Moody's Investors Service and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank).

Any ratings of Qualified Investments shall refer to ratings at the time of purchase.

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"Rebate Fund" means the trust fund created in Section 5.15 of the Indenture.

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

"Registered Owner" or "Owner" means the person or persons in whose name or names a Series 2017 Bond shall be registered on books of the Issuer kept for that purpose in accordance with provisions of the Indenture.

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

"Responsible Officer" means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

"Revenues" means all amounts payable pursuant to Sections 4.2 and 4.3 of the Agreement, and

any other amounts payable under the Agreement or the Indenture which may be applied to the payment of principal of, premium, if any, and interest on the Series 2017 Bonds.

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

"Series 2017 Bonds" means the Issuer's Private College Facility Revenue Bonds (Grinnell

College Project) Series 2017 in the aggregate principal amount of $________.

"Special Record Date" means the date fixed by the Trustee pursuant to Section 2.02 of the Indenture 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 the Series 2017 Bonds, executed and delivered by the College and accepted and agreed to by the Issuer, 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 through 150, inclusive, of the Code.

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

"Trustee" means U.S. Bank National Association, with an office located in Chicago, Illinois, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee at the time serving as successor trustee under the Indenture.

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"Unassigned Rights" means the right of the Issuer to be paid fees and expenses related to the Series 2017 Bonds under the Loan Agreement and the right of the Issuer to receive indemnification from the College pursuant to the Loan 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 2017 Bonds.

"Written Consent of the Issuer" means a written consent signed by or on behalf of the Issuer by

its Chairperson or its Executive Director or by any other person who is specifically authorized by a resolution 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 a complete recital of its terms. Issuance of Bonds

The Agreement provides that the issuer will issue the bonds on order to provide funds to loan to

the College to pay the costs (i) to partially finance the renovation and significant expansion of the existing Alumni Recitation Hall and Carnegie Hall to create, equip, and furnish a new interdisciplinary Humanities and Social Studies Complex (“HSSC”), (ii) to construct, equip, and furnish a new Admission/Financial Aid Center, (iii) to develop and partially implement a comprehensive campus landscaping plan (collectively, the "Project"), and (iv) to pay costs of issuance of the Series 2017.

Project Fund The Project Fund will be held by the College and disbursed as provided in this Section. The College is hereby authorized and directed to make payments from the Project Fund to pay (or to reimburse the payment of) the Eligible Costs. The College shall establish reasonable internal safeguards to ensure that (i) none of the items for which the payment is proposed to be made has formed the basis for any payment theretofore made from the Project Fund, (ii) that such item is or was reasonable and necessary in connection with the Project Facilities and is a proper charge against the Project Fund, (iii) every general contractor has filed with the College receipts or waivers of liens for all amounts theretofore certified for payment for work, materials and equipment furnished by such general contractor in connection with the Project Facilities and, upon completion of a subcontract by a subcontractor, receipts or waivers of liens by such subcontractor for all amounts theretofore certified for payment for work, materials and equipment furnished by such subcontractor in connection with the Project Facilities, (iv) upon payment of the amount requested, the amount remaining in the Project Fund, together with other legally available moneys of the College, are sufficient to pay the portion of the costs of the project then unpaid, and (v) payment of the amounts requested will not cause more than 5% of the net proceeds of the Bonds (including any moneys realized from investment of such proceeds which are not required to be deposited in the Rebate Fund) to be used, directly or indirectly, to acquire, construct or rehabilitate facilities that are used in (A) any activity which constitutes an unrelated trade or business of the College or (B) a trade or business of a Person other than a governmental unit or an organization described in Section 501(c)(3) of the Code. For purposes of clause (v) of the previous sentence, the College hereby acknowledges that Bond proceeds used to pay costs of issuance are counted against the 5% limit. All investment earnings on the Project Fund shall be deposited in the Project Fund and used to pay the Cost of the Project, except those that may be required to be deposited into the Rebate Fund in order to allow the College to comply with its tax covenant in Section 2.3 of the Loan Agreement. Issuance Expense Fund The Bond proceeds specified in Section 3.2 of the Loan Agreement will be deposited into the Issuance Expense Fund; all investment income on the Issuance Expense Fund shall also be deposited in the Issuance Expense Fund, except that which is required to be deposited into the Rebate Fund to allow the College to comply with its tax covenant in Section 2.3 of the Loan Agreement. The College is hereby authorized and directed to make payments from the Issuance Expense Fund for the payment of Costs of Issuance. Payments shall be made from the Issuance Expense Fund only for Costs of Issuance incurred or

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to be incurred by or on behalf of the Issuer or the College in connection with the issuance of the Bonds. The College acknowledges that the moneys in the Issuance Expense Fund available for payment of the foregoing costs may not be sufficient to pay such costs in full, and agrees to pay that portion of such costs in excess of the amount in the Issuance Expense Fund from any moneys legally available for such purpose. The College shall not be entitled as a result of paying a portion of the Costs of Issuance pursuant to this Section to any reimbursement therefor from the Issuer, the Trustee or the owners of the Bonds, nor shall it be entitled to any diminution in or postponement of the Loan Payments or other amounts required to be paid under the Agreement. When all such Costs of Issuance have been paid, the College shall send to the Trustee a certificate signed by an Authorized Representative of the College stating that all Costs of Issuance have been paid, and the College shall transfer any moneys remaining in the Issuance Expense Fund to the Project Fund. Additional Indebtedness

Nothing herein shall prevent the College from incurring other Indebtedness, which can be general Indebtedness or Indebtedness which is on parity or is junior or subordinate to the Agreement. Loan Payments

(a) The College agrees to pay to the Trustee in immediately available funds for the account of the Issuer as and for repayment of the Loan, and interest thereon, the following sums: (i) on or before five (5) Business Days prior to June 1, 2017, and on or before five (5) Business Days prior to each June 1 and December 1 thereafter, until the principal of and interest on the Series 2017 Bonds shall have been fully paid or provisions for the payment thereof shall have been made in accordance with the Indenture, an amount which, together with other money available therefor in the Bond Fund, will equal the amount payable as interest due on the Series 2017 Bonds on the next semi-annual Interest Payment Date with respect to the Series 2017 Bonds, plus (ii) on or before five (5) Business Days prior to December 1, 20__, and on or before five (5) Business Days prior to each December 1 thereafter until the principal and the interest on the Series 2017 Bonds shall have been paid, or provision for the payment thereof shall have been made in accordance with the Indenture, an amount, which together with other money available therefore in the Bond Fund, will equal the amount payable as principal on the Series 2017 Bonds upon maturity, or upon due dates for any sinking fund payments, as set forth in the Indenture, and (iii) on or before three (3) Business Days prior to each acceleration date or redemption date a sum equal to the amount payable on such date as principal, premium, if any, and interest on the Series 2017 Bonds as provided in the Indenture.

Each Loan Payment installment paid pursuant to the Section shall at all times be sufficient to pay the total amount of interest and principal and premium, if any, (whether at maturity or upon redemption or acceleration) payable on the Loan Payment Date to which it relates; provided, that, any amount held by the Trustee in the Bond Fund on a Loan Payment Date shall be credited against the Loan Payment on such date; and provided further, that, if at any time the amount held by the Trustee in the Bond Fund should be sufficient (and remain sufficient) to pay at the times required the principal of, interest and premium, if any, on the Series 2017 Bonds then remaining unpaid, the College shall not be obligated to make any further 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 the

amounts required by Section 3.7 of the Loan Agreement.

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In the event the due date of any payment required to be made pursuant to this Section is not a Business Day, such payment shall be due on the next following Business Day.

In the event the College should fail to make any of the payments required in Section 4.2 of the Loan Agreement, the item or Loan Payment so in default shall continue as an obligation of the College until the amount in default shall have been fully paid. Additional Payments The College agrees to pay the following items to the following persons as additional payments under the Agreement:

(a) To the Trustee, when due, all fees of the Trustee for services rendered under the Indenture and all fees and charges of any paying agent, registrars, attorneys, accountants, engineers and others incurred in the performance on request by the Trustee of services under the Indenture for which the Trustee 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 such services, 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 _______ 1 of each year, beginning __________ 1, 2018, and all reasonable fees and expenses incurred by the Issuer in relation to the financing which are not otherwise required to be paid by the College under the terms of the Agreement. Obligations of the College Unconditional The obligations of College to make the payments required in Sections 4.2 and 4.3 and other Sections of the Loan Agreement and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, counterclaim or recoupment arising out of any breach by the Issuer, the Trustee or any Bondholder of any obligation to the College, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the 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 2017 Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the College (i) will not suspend or discontinue any payments provided for in Sections 4.2 or 4.3 of the Loan Agreement, (ii) will perform and observe all other agreements contained in the Agreement, and (iii) except as provided in Article VIII of the Loan Agreement, will not terminate the Loan Term for any cause including, without limitation, failure of the College to complete or occupy the Facilities, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Facilities, the taking by eminent domain of title to or temporary use of the Facilities or any portion thereof, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Agreement, it being the intention of the parties that the payments 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 Agreement is and shall be a general obligation of the College. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part contained in the Agreement. In the event the Issuer should fail to perform any agreement on its part contained in the Agreement, the College may institute such action

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against the Issuer as the College may deem necessary to compel performance so long as such action does not abrogate the obligations of the College contained in the first sentence of this Section. Preservation, Maintenance and Possession of Facilities by College

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

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 assessed or levied against or with respect to the operations of the Facilities, or any improvements, equipment or related property installed or brought by the College therein or thereon, or the Series 2017 Bonds, the Agreement, the Indenture, or the interest of the Issuer, the Trustee, or the Bondholders therein. The College may, at the expense of the College, in good faith contest any such taxes, assessments, license fees and 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 any appeal therefrom provided that the College has provided the Issuer and the Trustee with an opinion of Independent Counsel, that the nonpayment of any such items will not subject the Facilities or any part thereof, or the revenue therefrom, to loss or forfeiture. If the College does not provide the Issuer and the Trustee with such opinion of Independent counsel, the College shall pay such taxes, assessments, license fees or charges. Alterations to Facilities

The College shall have the privilege from time to time at its cost and expense, of remodeling and of making additions, modifications, alterations, improvements and changes (hereinafter collectively referred to as "alterations") in or to the Facilities as it, in its discretion, may deem to be desirable for its uses and purposes; provided, however, that the alterations shall not impair the character of the Facilities as a "project" within the meaning of the Act and shall not impair the exemption of the interest on the Series 2017 Bonds from inclusion in gross income for purposes of federal income taxation. Insurance

Throughout the term of the Agreement, the College shall carry and maintain commercially reasonable amounts of insurance upon, including but not limited to, the Facilities and such other forms of insurance as required by law.

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Damage, Destruction and Condemnation

(a) If prior to full payment of the Series 2017 Bonds (or provision for the payment thereof having been made pursuant to the Indenture), all or a portion of the Facilities shall be damaged or destroyed by the fire, flood, windstorm or other casualty, there shall be no abatement or reduction in the obligations payable by the College under the Agreement and the College will, in its discretion, elect to (i) repair and restore the Facilities to substantially the same condition as existed prior to the event causing such damage and will apply the Net Proceeds of any insurance relating to such damage to the payment or reimbursement of the costs of such repair and restoration or (ii) apply the Net Proceeds of such insurance to the acquisition or construction of other facilities which would constitute a "project" under the Act, or (iii) prepay the loan and thereby cause the redemption of Series 2017 Bonds pursuant to Section 8.1(b) of the Agreement and Section 3.01(b) of the Indenture.

(b) If at any time before the Series 2017 Bonds have been fully paid (or provision for

payment thereof shall have been made in accordance with the provisions of the Indenture), title to the Facilities or any 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 the acquisition or construction of other facilities within Grinnell, Iowa which would constitute a "project" under the Act. Corporate Existence

The College covenants that it will preserve and maintain its existence as a not-for-profit corporation under the laws of the State, and to the extent permitted by law at any given time, free from federal, state and local income, property, franchise and other taxes, and preserve and maintain its authority 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 its authority 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 Agreement it will not initiate any proceedings or take any action whatsoever to dissolve or liquidate or to terminate its existence as a corporation or otherwise dispose of all or a substantial part of its assets, either in a single transaction or in a series of related transactions, except to consolidate or merge with or sell or otherwise transfer all or a substantial part of its assets to any other corporation, all as provided herein below. The College covenants that during the term of the Agreement it will not merge or consolidate with, sell or transfer all or a substantial 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-profit corporation organized under the laws of the United States or any state, district or territory thereof, which is exempt from federal income tax under Section 501(c)(3) of the Code and shall be determined to be an institution of higher education as required by the Act;

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

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

(d) the Issuer and the Trustee shall have received an opinion of Counsel satisfactory to each of them that the merger, transfer, sale or consolidation will not adversely affect the treatment of interest on the Series 2017 Bonds under the Code. 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, or cause or permit any circumstances within its control to arise or continue, if such action or circumstances would cause the interest paid by the Issuer on the Series 2017 Bonds to be included in the gross income of the Bondholders for federal income tax purposes;

(b) neither it nor any person related to it within the meaning of Section 147(a)(2) of the Code, pursuant to an arrangement, formal or informal, will purchase the Series 2017 Bonds in an amount related to the total amount payable under and secured by the Agreement.

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

(a) failure by the College to timely pay the payments required to be paid under Section 4.2 of the Loan Agreement, or failure to provide money for the redemption of Series 2017 Bonds as may be required by provisions of the Indenture or the Agreement and the continuance of such failure for three Business Days;

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

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

(d) dissolution or liquidation of the College or the filing by the College of a voluntary petition 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 its operation of the Facilities, or adjudication of the College as bankrupt, or assignment by the College for the benefit of creditors, or admission in writing by the College of inability to pay its debts generally as

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they become due, or the entry into an agreement of composition with creditors, or appointment of a receiver for the College of any portion of the property of the College (including any portion of the Facilities), or a petition shall be filed commencing a case against it under the United States Bankruptcy Code or any proceeding shall be instituted against it seeking liquidation of its assets which petition or proceeding shall remain undismissed for ninety (90) days, or the approval by a court of competent jurisdiction of a petition applicable to the College in any proceedings instituted under the provisions of the 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.

The provisions of paragraph (b) are subject to the following limitation: If by reason of force majeure the College is unable in whole or in part to carry out its agreements on its part contained herein, except those agreements requiring payment of money, the College shall not be deemed in default during the continuance of such disability. The term "force majeure" as used herein includes but is not limited to the following: acts of god; strikes, lockouts or other employee disturbances; acts of public enemies; orders of any kind of the government of the United States of America or of the State or any of their 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; partial or 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 shall have happened and be continuing, the Trustee, with respect to a default under (a), may, and upon the written request of the holders of not less than a majority in aggregate principal amount of Series 2017 Bonds then outstanding, shall, proceed to accelerate the Loan as provided in subparagraph (a) hereof and may 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 Loan pursuant 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 2017 Bonds), provided that concurrently with or prior to such notice, acceleration of the maturity of the Series 2017 Bonds has occurred as provided in Section 8.02 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 any and all accounts data and income tax and other tax returns of the College and any books and records pertaining to the Facilities;

(c) take whatever action at law or in equity as may appear necessary or desirable to collect the Loan Payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the College under the 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 shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Series 2017 Bonds have been fully paid (or

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provision for payment thereof has been made in accordance with the provisions of the Indenture), shall be paid to the College.

Notwithstanding any other provisions herein to the contrary, upon the occurrence of an Event of

Default under Section 7.1(a) of the Loan Agreement, the Trustee may draw such funds on deposit in the Bond Fund or any other fund established under the Indenture and which are available for payment of the Series 2017 Bonds, to pay the outstanding principal balance, premium, if any, and accrued interest due on the Series 2017 Bonds. The Trustee shall be entitled to enforce payment of and to receive all amounts remaining due and unpaid under the Agreement, and shall be entitled to recover judgment for any portion thereof.

The College covenants that, in case an Event of Default shall occur with respect to the payment of any installment payable under Section 4.2 of the Loan Agreement, then, upon demand of the Trustee, the College will pay to the Trustee the whole amount that then shall have become due and payable under said Sections with interest (to the extent permitted by law) on the overdue amount at the Default Rate (as defined in the Indenture) and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and 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 the College under the Federal bankruptcy laws or any other applicable law, or in case a receiver or a trustee shall have been appointed for the property of the College or in the case of any other similar judicial proceedings relative to the College or to the creditors or property of the College the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to the Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the College, its creditors, or its property, and to collect and receive any money or other property payable or deliverable 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 such payments 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.

(The Balance of This Page is Intentionally Left Blank)

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SUMMARY OF THE INDENTURE

The following are excerpts from and a summary of certain provisions of the Indenture. This summary is not intended to be comprehensive and reference is made to the Indenture for a complete recital of its terms. Payment of Principal, Premium, if any, and Interest The Issuer covenants that it will promptly pay the principal of, premium, if any, and interest on each Series 2017 Bond issued under the Indenture at the place, on the dates and in the manner provided herein and in said Series 2017 Bonds according to the true intent and meaning thereof, but solely from the payments and other amounts pledged therefor under the Agreement which are from time to time 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 2017 Bonds are payable solely from payments and other amounts derived from the Agreement and said payments are secured as provided herein and in the Agreement, which payments and other amounts are hereby specifically pledged to the payment thereof in the manner and to the extent herein specified, and nothing in the Series 2017 Bonds or in the Indenture shall be construed as pledging any other funds or assets of the Issuer. Neither the State nor the Issuer nor any political subdivision of the State shall in any event be liable for the payment of the principal of, premium, if any, or interest on any of the Series 2017 Bonds except to the extent of the pledge and assignment herein contained. Performance of Covenants; the Issuer 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 Agreement, in any and every Bond executed, authenticated and delivered hereunder and in all of its proceedings pertaining hereto. The Issuer covenants that it is duly authorized to execute the Indenture, to secure the property described herein, to assign the Agreement and to pledge the payments under the Agreement and other amounts hereby pledged in the manner and to the extent herein set forth and that all action on its part for the issuance of the Series 2017 Bonds and the execution and delivery of the Indenture has been duly and effectively taken. Right to Payments Under Agreement Issuer covenants that it will defend (but will not affirmatively enforce) its right to the payment of amounts due from the College under the Agreement to the Trustee, for the benefit of the holders and owners of the Series 2017 Bonds against the claims and demands of all persons whomsoever.

Instruments of Further Assurance Issuer will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as may be reasonably required for the better assuring, transferring, conveying, pledging, assigning and confirming unto the Trustee all and singular the rights in property pledged and assigned hereby to the payment of the principal of, premium, if any, and interest on the Series 2017 Bonds. The Issuer, except as herein and in the Agreement provided, will not sell, convey, mortgage, encumber or otherwise dispose of the payments pursuant to the Agreement or any part thereof, together with any additions thereto and substitutions therefor.

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Bond Fund.

There is hereby created by Issuer and ordered established and maintained as a separate account with Trustee a trust fund to be designated "Iowa Higher Education Loan Authority Private College Facility Revenue Bonds (Grinnell College Project) Series 2017 Bond Fund" (herein called the "Bond Fund"), which shall be used to pay the principal of and premium, if any, and interest on the Series 2017 Bonds. Any amounts remaining in the Bond Fund upon payment in full of the outstanding principal amount of the Series 2017 Bonds and any accrued and unpaid interest thereon shall be transferred to the College in accordance with Section 5.09 of the Indenture.

There shall be deposited into the Bond Fund all accrued interest received, if any, at the time of issuance and delivery of the Series 2017 Bonds. In addition, there shall be deposited into the Bond Fund, as and when received, (a) all payments specified in Section 4.2 of the Agreement, (b) all moneys transferred from the Project Fund pursuant to the Agreement, and (c) all other moneys received by Trustee under and pursuant to any of the provisions of the Agreement or the Indenture which are required or which are accompanied by directions that such moneys are to be paid into the Bond Fund. Issuer covenants and agrees that, should there be a default under the Agreement, Issuer shall fully cooperate with Trustee and with the Bondholders to fully protect the rights and security of the Bondholders and shall diligently proceed in good faith and use its best efforts so that at all times sufficient amounts will be available to promptly meet and pay the principal of and premium, if any, and interest on the Series 2017 Bonds as the same become due and payable. Nothing herein shall be construed as requiring Issuer to use any of its own funds or revenues to fulfill its obligations hereunder.

Except as provided in Sections 5.03 and 5.11 of the Indenture, moneys in the Bond Fund shall be used solely for the payment of the principal of and premium, if any, and interest on the Series 2017 Bonds and moneys in the Bond Fund shall be used solely for the payment of the principal of and premium, if any, and interest on the Series 2017 Bonds. Any moneys deposited in the Bond Fund, from whatever source, shall be used for the purposes described herein within a thirteen (13) month period beginning on the date of deposit. Any amounts received from investment of moneys held in the Bond Fund shall be used for the purposes described herein within a twelve (12) month period beginning on the date of receipt. The Bond Fund shall be depleted at least once a year, except for a reasonable 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 2017 Bonds. The Bond Fund shall be in the custody of the Trustee, but in the name of the Issuer, and the Issuer hereby authorizes and directs the Trustee to withdraw sufficient funds from the Bond Fund to pay the principal of, premium, if any, and interest on the Series 2017 Bonds as the same become due and payable, which authorization and direction the Trustee hereby accepts. Project Fund and Issuance Expense Fund. Pursuant to the Loan Agreement, the College will establish a Project Fund and an Issuance Expense Fund. Proceeds of the Bonds will be deposited into the Project Fund and the Issuance Expense Fund as set forth in Article III of the Loan Agreement. Investment of Moneys

Any money held as part of the Bond Fund or any other fund in connection with the Series 2017 Bonds or created pursuant to the Indenture shall be invested and reinvested by the Trustee in accordance with the provisions of Section 3.5 of the Agreement. Any money held as a part of the Rebate Fund shall be invested and reinvested by the Trustee in accordance with written direction of the College which direction is intended to comply with the provisions of the Tax Agreement. Any such investments shall be held by or under the control of the Trustee. Any money invested in respect of a particular fund shall be

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deemed at all times a part of the fund for which such investment was made and the interest accruing thereon and any profit realized or loss resulting from such investment shall be credited or charged against the fund for which such investment was made. The Trustee shall sell and reduce to cash a sufficient amount of those investments in the Bond Fund whenever the cash balance in the Bond Fund is insufficient to pay the principal of, premium, if any, and interest on the Series 2017 Bonds when due. The Trustee shall have no liability whatsoever for any loss, fee, tax or other charge incurred in connection with any investment, reinvestment, sale or liquidation of any investment hereunder. The College has covenanted in the Tax Agreement to and for the benefit of the purchasers of the Series 2017 Bonds that no use will be made of the proceeds from the issue and sale of the Series 2017 Bonds nor will use be made of money in the Bond Fund, or the Issuance Expense Fund which, if such use had been reasonably expected on the date of the Series 2017 Bonds, would have caused the Series 2017 Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code. Pursuant to such covenant, the College obligates itself to comply throughout the term of the issue of the Series 2017 Bonds with the requirements of Section 148 of the Internal Revenue Code and any regulations lawfully promulgated or proposed thereunder and the Trustee has no duty to monitor the yield on any directed investment or any obligation to limit the yield on any investment the College directs the Trustee to make. The Trustee has no duty to confirm that the written investment directions it receives from the College comply with the provisions of the Tax Agreement. If the Trustee is not provided with the written investment direction required under the Agreement, the Trustee shall hold the funds held under this Indenture uninvested in cash. The Trustee shall be fully protected in relying on any written investment direction of the College as to the suitability and the legality of such directed investments and shall have no responsibility whatsoever to determine whether any investments made are or continue to be Qualified Investments. The Issuer and the College acknowledge that regulations of the Comptroller of the Currency grant the Issuer and the College the right to receive brokerage confirmations of security transactions as they occur. The Issuer and the College specifically waive such right to notification to the extent permitted by law and acknowledge that they will receive periodic transaction statements that will detail all investment transactions. Discharge of Lien

If the Issuer shall pay or cause to be paid, or there shall be otherwise paid or provisions for payment made to or for the holders and owners of the Series 2017 Bonds, the principal of, premium, if any, and interest due or to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall not then be in default in any of the other covenants and promises in the Series 2017 Bonds and in the Indenture expressed as to be kept, performed and observed by it or on its part, and shall pay or cause to be paid to the Trustee and any paying agents all sums of money due or to become due according to the provisions of the Indenture, then these presents and the Trust Estate and rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge the lien of the Indenture and release, assign and deliver unto the Issuer any and all instruments as shall be requisite to cancel and discharge 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 the Indenture except amounts in the Bond Fund required to be paid to the College under Section 5.11 of the Indenture and except money or securities held by the Trustee for the payment of the principal of, premium, if any, and interest on the Series 2017 Bonds.

Any Bond shall be deemed to be paid within the meaning of Article VII of the Indenture and for all purposes of the Indenture when (a) payment of the principal of and the applicable redemption premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with the Trustee, in trust, and the Trustee shall have irrevocably set aside exclusively for such payment, (1) money sufficient to make such payment and/or (2) Defeasance Obligations maturing as to principal and interest in such amount and at such times as will insure the availability of sufficient money to make such payment, (b) all necessary and proper fees, compensation and expenses of the Trustee

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pertaining to the Series 2017 Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of it, and (c) there shall have been delivered to the Trustee (i) a verification report prepared by a firm of independent certified public accountants and (ii) an opinion of Bond Counsel to the effect that the payment of the Series 2017 Bonds has been provided for in the manner set forth in the Indenture. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of the 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 preceding

paragraph shall be deemed a payment of such Series 2017 Bonds as aforesaid until: (a) proper notice of redemption of such Series 2017 Bonds shall have been previously given in accordance with Article III of the Indenture, or in the event said Series 2017 Bonds are not by their terms subject to redemption within the next succeeding 60 days, until the College shall have given the Trustee on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the holders or owners of the Series 2017 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 2017 Bonds are deemed to have been paid in accordance with Article VII of the Indenture and stating such maturity or redemption date upon which money is to be available for the payment of the principal or redemption price, if applicable, on said Series 2017 Bonds; or (b) the maturity of such Series 2017 Bonds.

Any money so deposited with the Trustee as provided in this Article may at the direction of the College also be invested and reinvested in Defeasance Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from all Defeasance Obligations in the hands of the Trustee pursuant to Article VII of the Indenture which is not required for the payment of the Series 2017 Bonds and interest and premium thereon with respect to which such money shall have been so deposited, shall be deposited in the Bond Fund as and when realized and collected for use and application as is other money deposited in that fund.

Issuer hereby covenants that no deposit will be made or accepted hereunder and no use made of any such deposit which would cause the Series 2017 Bonds to be treated as arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code, and the regulations promulgated or proposed thereunder, or in any way affect the tax-exempt status of interest on any of the Series 2017 Bonds.

Notwithstanding any provision of any other Article of the Indenture which may be contrary to the provisions of Article VII of the Indenture, all money or Defeasance Obligations set aside and held in trust pursuant to the provisions of Article VII of the Indenture for the payment of Series 2017 Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Series 2017 Bonds including interest and premium thereon, if any) with respect to which such money and Defeasance Obligations have been so set aside in trust.

If money or Defeasance Obligations have been deposited or set aside with the Trustee pursuant to Article VII of the Indenture for the payment of Series 2017 Bonds and such Series 2017 Bonds shall not have in fact been actually paid in full, no amendment to the provisions of Article VII shall be made without the consent of the holder of each Bond affected thereby.

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APPENDIX E

THE DEPOSITORY TRUST COMPANY

The Depository Trust Company (“DTC”) the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, 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 of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust and Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to

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obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If fewer than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority or the Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the Issuer or its agent on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, its agent, the Bond Registrar, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Bond Registrar, Authority, or the Trustee. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. The Authority, at the University’s direction, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. The information in this section concerning DTC and DTC’s book entry system has been obtained from DTC, which is solely responsible for such information. The Authority, the University and the Underwriter take no responsibility for the accuracy thereof.

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APPENDIX F

FINANCIAL REPORT FOR THE YEARS ENDED JUNE 30, 2016 AND 2015


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Financial ReportJune 30, 2016

Trustees of Grinnell College

TRUSTEES OF GRINNELL COLLEGE TABLE OF CONTENTS

YEARS ENDED JUNE 30, 2016 AND 2015

INDEPENDENT AUDITORS’ REPORT 1

FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL POSITION 3

STATEMENTS OF ACTIVITIES 4

STATEMENTS OF CASH FLOWS 6

NOTES TO FINANCIAL STATEMENTS 7

CliftonLarsonAllen LLPCLAconnect.com

INDEPENDENT AUDITORS’ REPORT

Management’s Responsibility for the Financial Statements

Auditors’ Responsibility

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Opinion

CliftonLarsonAllen LLP

TRUSTEES OF GRINNELL COLLEGE STATEMENTS OF FINANCIAL POSITION

JUNE 30, 2016 AND 2015 (DOLLARS IN THOUSANDS)

See accompanying Notes to Financial Statements.

ASSETS

LIABILITIES AND NET ASSETS

LIABILITIES

NET ASSETS

TRUSTEES OF GRINNELL COLLEGE STATEMENT OF ACTIVITIES YEAR ENDED JUNE 30, 2016 (DOLLARS IN THOUSANDS)


OPERATING ACTIVITIES

NONOPERATING ACTIVITIES

TOTAL CHANGE IN NET ASSETS

NET ASSETS - END OF YEAR

TRUSTEES OF GRINNELL COLLEGE STATEMENT OF ACTIVITIES YEAR ENDED JUNE 30, 2015 (DOLLARS IN THOUSANDS)


OPERATING ACTIVITIES

NONOPERATING ACTIVITIES

TOTAL CHANGE IN NET ASSETS

NET ASSETS - END OF YEAR

TRUSTEES OF GRINNELL COLLEGE STATEMENTS OF CASH FLOWS

YEARS ENDED JUNE 30, 2016 AND 2015 (DOLLARS IN THOUSANDS)


CASH FLOWS FROM OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

NET CHANGE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS - END OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

TRUSTEES OF GRINNELL COLLEGE NOTES TO FINANCIAL STATEMENTS


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations

Basis of Presentation

Not-For-Profit Entities

Permanently Restricted –

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Temporarily Restricted –

Unrestricted –

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NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Presentation (Continued)

Use of Estimates

Cash and Cash Equivalents

Income Taxes

Accounts Receivable

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Inventories




Investments

Property and Equipment

U.S. Government Grants Refundable

Operating Activities

Gifts




Gifts (Continued)

Deferred Revenue and Deposits

Split Interest Agreements ’

Funds Held in Trust for Others




Postretirement Benefits

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Compensation – Retirement Benefits

Revenue Recognition

Grants and Scholarships

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Reclassifications

Subsequent Events

NOTE 2 INVESTMENTS AND COMMITMENTS

Fair Value Measurements and Disclosures

Level 1 –



NOTE 2 INVESTMENTS AND COMMITMENTS (CONTINUED)

Level 2 –

Level 3 –

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Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)




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NOTE 3 ENDOWMENT

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Return Objectives and Risk Parameters

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Strategies Employed for Achieving Objectives



NOTE 3 ENDOWMENT (CONTINUED)

Spending Policy and How the Investment Objectives Relate to Spending Policy ’

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NOTE 3 ENDOWMENT (CONTINUED)

Funds with Deficiencies

NOTE 4 CONTRIBUTION AND BEQUEST RECEIVABLE-NET

NOTE 5 LOANS TO STUDENTS



NOTE 5 LOANS TO STUDENTS (CONTINUED)

NOTE 6 PROPERTY AND EQUIPMENT



NOTE 7 EMPLOYEE BENEFITS

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NOTE 8 POSTRETIREMENT BENEFIT PLAN

Postretirement Benefits

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NOTE 8 POSTRETIREMENT BENEFIT PLAN (CONTINUED)

Postretirement Benefits (Continued)

Cash Contributions and Benefit Payments ’



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NOTE 8 POSTRETIREMENT BENEFIT PLAN (CONTINUED)

Cash Contributions and Benefit Payments (Continued)

Asset Allocation ’ ’

Medicare Prescription Drug, Improvements and Modernization Act of 2003

NOTE 9 NET ASSETS



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NOTE 9 NET ASSETS (CONTINUED)

NOTE 10 BONDS PAYABLE



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NOTE 10 BONDS PAYABLE (CONTINUED)

NOTE 11 CONTINGENCIES

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NOTE 12 RELATED PARTY

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