$24,005,000 RHODE ISLAND HEALTH AND …24,005,000 rhode island health and educational building corporation higher education facility revenue bonds board of governors for higher education

NEW ISSUE/BOOK-ENTRY-ONLY (SEE “RATING” HEREIN)

In the opinion of Edwards Angell Palmer & Dodge LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Series 2010 A Bonds ( the “Series 2010 A Bonds”) is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended. Interest on the Series 2010 A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes and such interest is not included in adjusted current earnings when calculating corporate alternative minimum taxable income. Under existing law, income on the Series 2010 A Bonds, including any profit made on the sale thereof, shall at all times be free from taxation by the State of Rhode Island and Providence Plantations (the “State”) and any political subdivision of the State. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2010 A Bonds. (See “TAX EXEMPTION” and “APPENDIX E – Form of Approving Opinion of Bond Counsel” herein.)

$24,005,000RHODE ISLAND HEALTH AND EDUCATIONAL BUILDING CORPORATION

HIGHER EDUCATION FACILITY REVENUE BONDSBOARD OF GOVERNORS FOR HIGHER EDUCATION

EDUCATIONAL AND GENERAL REVENUE ISSUE, SERIES 2010 A

Dated: Date of Delivery Due: September 15 as shown on inside cover pages

The Series 2010 A Bonds are issuable as fully registered bonds, and when issued, will be registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Series 2010 A Bonds. Purchases of the Series 2010 A Bonds will be made in book-entry only form, in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial ownership interests in the Series 2010 A Bonds (the “Beneficial Owners”) will not receive certificates representing their beneficial interest in the Series 2010 A Bonds. So long as Cede & Co. is Bondowner, as nominee of DTC, references herein to Bondowners or registered owners shall mean Cede & Co., as aforesaid and shall not mean the Beneficial Owners of the Series 2010 A Bonds. (See “THE SERIES 2010 A BONDS - Book-Entry Only System” herein.)

Interest on the Series 2010 A Bonds will be payable September 15 and March 15 of each year, commencing September 15, 2010. Principal of, semiannual interest and redemption price, if any, on the Series 2010 A Bonds will be paid by U.S. Bank National Association, as trustee (the “Trustee”) and as paying agent (the “Paying Agent”), to Cede & Co., as nominee of DTC. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants and the Indirect Participants, as described herein.

The Series 2010 A Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary optional redemption as set forth in this Official Statement.

The Series 2010 A Bonds shall be special limited obligations of the Rhode Island Health and Educational Building Corporation (the “Corporation”) from amounts received from the Rhode Island Board of Governors for Higher Education (the “Board of Governors”), acting on behalf of the University of Rhode Island (the “University”), Rhode Island College (the “College”) and the Community College of Rhode Island (the “Community College”, and collectively with the University and the College, the “State Colleges”). The Series 2010 A Bonds, except to the extent payable from the proceeds received from the sale thereof or the sources as described herein, will be payable and secured by a lien on: (i) Rent payments paid to the Trustee for the account of the Corporation by the Board of Governors in accordance with the provisions of the Lease, Assignment, Mortgage and Loan and Trust Agreement among the Corporation, the Board of Governors acting on behalf of the State Colleges and the Trustee dated as of July 1, 1993 (the “Series 1993 B Agreement”), as amended by the First Amendment thereto dated as of November 1, 2000, by the Second Amendment thereto dated as of July 1, 2003, by the Third Amendment thereto dated as of March 24, 2008, and by the Fourth Amendment thereto dated as of February 1, 2010 (the “Series 2010 A Agreement”), and (ii) all legally available revenues of the Board of Governors and State appropriations, except Auxiliary Enterprise Revenues (as defined herein) (the “Educational and General Revenues” as defined herein). THE OBLIGATIONS OF THE BOARD OF GOVERNORS TO MAKE PAYMENTS UNDER THE SERIES 2010 A AGREEMENT IS SUBJECT TO ANNUAL APPROPRIATION BY THE STATE’S GENERAL ASSEMBLY. (SEE “SECURITY FOR THE SERIES 2010 A BONDS” HEREIN.)

The scheduled payment of principal of and interest on the Series 2010 A Bonds when due will be guaranteed under an insurance policy (the “Policy”) to be issued concurrently with the delivery of the Series 2010 A Bonds by ASSURED GUARANTY MUNICIPAL CORP. (FORMERLY KNOWN AS FINANCIAL SECURITY ASSURANCE INC.) (the “Insurer”). .

NEITHER THE STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS NOR THE CORPORATION IS OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2010 A BONDS EXCEPT FROM THE REVENUES DERIVED UNDER THE SERIES 2010 A AGREEMENT AND PROCEEDS OF THE POLICY AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS OR OF ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2010 A BONDS. THE CORPORATION DOES NOT HAVE TAXING POWER.

The Series 2010 A Bonds are being offered for delivery when, as, and if issued by the Corporation, subject to the final approving opinion of Edwards Angell Palmer & Dodge LLP, Providence, Rhode Island, Bond Counsel, as well as certain other conditions referred to herein. Certain matters will be passed on for the Corporation by its counsel, Moses & Afonso Ltd., Providence, Rhode Island, for the Board of Governors by its counsel, Adler Pollock & Sheehan P.C., Providence, Rhode Island, and for the Underwriters by their counsel, Partridge Snow & Hahn LLP, Providence, Rhode Island. FirstSouthwest, Lincoln, Rhode Island is serving as financial advisor to the Corporation for this transaction. It is expected that the Series 2010 A Bonds, in definitive form, will be delivered to DTC in New York, New York or to its custodial agent on or about February 17, 2010.

Morgan Keegan & Company, Inc.Janney Montgomery Scott LLC Oppenheimer & Co., Inc.Dated: February 3, 2010

Maturities, Amounts, Interest Rates, Prices, Yields and CUSIPs

$24,005,000 Series 2010 A Bonds

$8,700,000 Serial Bonds

Maturity Date (September 15)

Principal Amount

Interest

Rate

Prices or Yields

CUSIP†

2011 $465,000 3.00 % 0.90 % 762197DU2 2012 470,000 2.50 1.30 762197DV0 2013 485,000 2.25 1.60 762197DW8 2014 495,000 2.00 2.00 762197DX6 2015 505,000 2.75 2.40 762197DY4 2016 520,000 3.00 2.80 762197DZ1 2017 540,000 3.00 3.13 762197EA5 2018 565,000 3.25 3.40 762197EB3

2019 580,000 4.00 3.65 762197EC1

2020 595,000 4.00 3.80 762197ED9

2021 615,000 3.75 3.93 762197EE7

2022 630,000 4.00 4.05 762197EF4

2023 655,000 4.00 4.10 762197EG2

2024 320,000 4.00 4.16 762197EH0

2025 1,260,000 4.125 4.25 762197EJ6

$4,635,000 4.50% Term Bonds due September 15, 2030, Price 97.120 to Yield 4.720% CUSIP 762197EM9

$5,025,000 5.00% Term Bonds due September 15, 2030, Price 102.306* CUSIP 762197EK3 $5,645,000 5.00% Term Bonds due September 15, 2040, Price 99.067 to Yield 5.060% CUSIP 762197EL1

† The CUSIP numbers above have been assigned by an independent company not affiliated with the Corporation and are included solely for the convenience of the holders of the Series 2010 A Bonds. Neither the Underwriters nor the Board of Governors, nor the Corporation is responsible for the selection or use of the CUSIP numbers, and no representation is made as to their correctness on the Series 2010 A Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2010 A 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 to 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 Series 2010 A Bonds. * Priced to September 15, 2020 optional redemption date at a redemption price of 100%.

REGARDING THIS OFFICIAL STATEMENT

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SERIES 2010 A BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

The Underwriters may offer and sell the Series 2010 A Bonds to certain dealers (including dealers depositing Series 2010 A Bonds into investment trusts) and others at prices lower than the public offering prices stated on the inside cover page hereof.

No broker, dealer, salesman or other person has been authorized to give any information or to make any representation, other than those contained, incorporated by reference or referred to in this Official Statement in connection with the offer made hereby, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Corporation, the Board of Governors, the Underwriters, or FirstSouthwest, the Financial Advisor to the Corporation. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Corporation or the Board of Governors since the date hereof. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any of the Series 2010 A Bonds in any jurisdiction in which such an offer or solicitation is not authorized, or in which the person making such an offer is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. The information contained herein has been obtained from the Corporation, the Board of Governors, the State Colleges, The Depository Trust Company and other sources believed to be reliable, but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation of the Underwriters or, as to information from sources other than the Corporation, of the Corporation.

The Board of Governors has agreed to enter into a Continuing Disclosure Agreement pursuant to which the Board of Governors will provide certain continuing disclosure. The purpose of the Continuing Disclosure Agreement is to assist the Underwriters in complying with Rule 15c2-12 of the Securities and Exchange Commission. See "CONTINUING DISCLOSURE" herein.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances create any implication that there has been no change in the affairs of the parties referred to above or that the other information or opinions are correct as of any time subsequent to the date hereof. The Financial Advisor has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the Corporation and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information.

Upon issuance, the Series 2010 A Bonds will not be registered under the Securities Act of 1933, as amended, or any state securities law, and will not be listed on any stock or other securities exchange. Neither the Securities Exchange Commission nor any other federal, state or other governmental entity or agency will have passed upon the accuracy of the Official Statement or, except for the Corporation, authorized the Series 2010 A Bonds for sale.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CORPORATION AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES 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 DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) (“Assured Guaranty” or the “Insurer”) makes no representation regarding the Series 2010 A Bonds or the advisability of investing in the Series 2010 A Bonds. In addition, Assured Guaranty has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding Assured Guaranty supplied by Assured Guaranty and presented under the heading “Bond Insurance” and “Appendix G - Specimen Municipal Bond Insurance Policy”.

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TABLE OF CONTENTS Page INTRODUCTION .............................................................................................................................................................. 1 THE SERIES 2010 A BONDS........................................................................................................................................... 2

Description ................................................................................................................................................................... 2 Redemption Provisions ................................................................................................................................................ 3 Debt Service Requirements .......................................................................................................................................... 4 Book-Entry Only System.............................................................................................................................................. 6

SECURITY FOR THE SERIES 2010 A BONDS ............................................................................................................. 8 The Series 2010 A Bonds............................................................................................................................................. 8 Absence of Debt Service Reserve Fund for the Series 2010 A Bonds ......................................................................... 9 Special Obligations ...................................................................................................................................................... 9 Rate Covenant .............................................................................................................................................................. 9 Additional Bonds, Alternate Parity Debt and Alternate Debt....................................................................................... 9

BOND INSURANCE ....................................................................................................................................................... 10 THE CORPORATION ..................................................................................................................................................... 13

Authorization ............................................................................................................................................................. 13 Board of Directors ...................................................................................................................................................... 14 Staff, Advisors and Other Officers ............................................................................................................................. 14 Indebtedness of the Corporation ................................................................................................................................. 15

THE PROJECTS .............................................................................................................................................................. 16 ESTIMATED SOURCES AND USES OF FUNDS ........................................................................................................ 16 THE BOARD OF GOVERNORS AND THE STATE COLLEGES ............................................................................... 16 OTHER BONDOWNERS’ CONSIDERATIONS ........................................................................................................... 17 TAX EXEMPTION .......................................................................................................................................................... 20 CONTINUING DISCLOSURE ........................................................................................................................................ 21 STATE NOT LIABLE ON THE SERIES 2010 A BONDS ............................................................................................ 21 COVENANT BY THE STATE ....................................................................................................................................... 22 LEGAL MATTERS ......................................................................................................................................................... 22 LITIGATION ................................................................................................................................................................... 22 RATING ........................................................................................................................................................................... 23 UNDERWRITING ........................................................................................................................................................... 23 FINANCIAL ADVISOR .................................................................................................................................................. 23 FINANCIAL STATEMENTS .......................................................................................................................................... 23 MISCELLANEOUS ......................................................................................................................................................... 23 APPENDIX A Information Relating to the Board of Governors and the State Colleges APPENDIX A-1 Information Relating to the University of Rhode Island APPENDIX A-2 Information Relating to Rhode Island College APPENDIX A-3 Information Relating to the Community College of Rhode Island APPENDIX B Audited Financial Statements of the State Colleges for Fiscal Years Ended June 30, 2009 and June 30, 2008 APPENDIX B-1 Audited Financial Statements for the University of Rhode Island APPENDIX B-2 Audited Financial Statements for Rhode Island College APPENDIX B-3 Audited Financial Statements for the Community College of Rhode Island APPENDIX C Definitions of Certain Terms and Summary of the Series 2010 A Agreement APPENDIX D Schedule of Indebtedness of the Rhode Island Health and Educational Building Corporation APPENDIX E Form of Approving Opinion of Bond Counsel APPENDIX F Form of Continuing Disclosure Agreement APPENDIX G Specimen Municipal Bond Insurance Policy

OFFICIAL STATEMENT

RELATING TO

$24,005,000 RHODE ISLAND HEALTH AND EDUCATIONAL BUILDING CORPORATION HIGHER EDUCATION FACILITY REVENUE BONDS BOARD OF GOVERNORS FOR HIGHER EDUCATION

EDUCATIONAL AND GENERAL REVENUE ISSUE, SERIES 2010 A

INTRODUCTION

The purpose of this Official Statement is to set forth certain information concerning the Rhode Island Health and Educational Building Corporation (the "Corporation") Higher Education Facility Revenue Bonds, Board of Governors for Higher Education $24,005,000 Educational and General Revenue Issue, Series 2010 A (the "Series 2010 A Bonds"). The Series 2010 A Bonds are authorized by a resolution adopted by the Corporation on December 10, 2009 and Chapter 38.1 of Title 45 of the General Laws of Rhode Island, 1956, as amended (the "Act"). The information contained in this Official Statement is provided for use in connection with the initial sale of the Series 2010 A Bonds. The Series 2010 A Bonds are authorized pursuant to the Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of July 1, 1993 (the "Series 1993 B Agreement"), as amended and supplemented by a First Amendment thereto dated as of November 1, 2000 (the "First Amendment to the Series 1993 B Agreement") and by a Second Amendment thereto dated as of July 1, 2003 (the "Second Amendment to the Series 1993 B Agreement") and by a Third Amendment thereto dated as of March 24, 2008 (the "Third Amendment to the Series 1993 B Agreement") and as further amended and supplemented by the Fourth Amendment dated as of February 1, 2010 (the "Fourth Amendment to Series 1993 B Agreement") (the Series 1993 B Agreement, as so amended, is referred to as the "Series 2010 A Agreement") by and among the Corporation, the Board of Governors acting on the behalf of the State Colleges and the Trustee. The Series 2010 A Bonds are payable solely from (i) the Rent payments paid to the Trustee for the account of the Corporation in amounts equal to the principal of and interest on the Series 2010 A Bonds; and (ii) all legally available revenues of the Board of Governors and appropriations of the State of Rhode Island (the "State"), except all housing, dining, and other auxiliary enterprise revenues of the Board of Governors (the "Auxiliary Enterprise Revenues"). See "SECURITY FOR THE SERIES 2010 A BONDS" herein. The scheduled payment of the principal of and interest on the Series 2010 A Bonds when due will be guaranteed under a financial guaranty insurance policy (the "Policy") to be issued concurrently with the delivery of the Series 2010 A Bonds by Assured Guaranty Municipal Corp. (the "Insurer"). The Series 2010 A Bonds will be issued as Additional Bonds (defined below) as permitted by the Series 1993 B Agreement and will be secured on a parity (except as to the Debt Service Reserve Fund) with the Corporation’s $13,165,000 Higher Education Facility Revenue Refunding Bonds, Board of Governors for Higher Education Educational and General Revenue Issue, Series 2003 C (the "Series 2003 C Bonds"). As permitted pursuant to the Series 1993 B Agreement and the Loan and Trust Agreement dated as of September 1, 1997 (the "1997 Agreement") by and among the Corporation, the Board of Governors, acting on behalf of the University of Rhode Island (the University"), and the Trustee, as successor to State Street Bank and Trust Company, as successor to Fleet National Bank, as amended and supplemented by the First Amendment to Loan and Trust Agreement dated as of September 15, 1999 (the "First Amendment to 1997 Agreement"), a Second Amendment to Loan and Trust Agreement dated as of November 1, 2000 (the "Second Amendment to 1997 Agreement"), a Third Amendment to Loan and Trust Agreement dated as of November 15, 2002 (the "Third Amendment to 1997 Agreement"), a Fourth Amendment to Loan and Trust Agreement dated as of May 1, 2003 (the "Fourth Amendment to 1997 Agreement "), a Fifth Amendment to Loan and Trust Agreement dated as of April 1, 2005 (the "Fifth Amendment to 1997 Agreement"), a Sixth Amendment

2

to Loan and Trust Agreement dated as of June 30, 2005 (the "Sixth Amendment to 1997 Agreement "), a Seventh Amendment to Loan and Trust Agreement dated as of November 2, 2005 (the "Seventh Amendment to 1997 Agreement"), an Eighth Amendment to Loan and Trust Agreement dated as of March 24, 2008 (the "Eighth Amendment to 1997 Agreement"), and a Ninth Amendment to Loan and Trust Agreement dated as of June 15, 2009 (the "Ninth Amendment to 1997 Agreement"), the Corporation has issued $2,125,000 Higher Education Facility Revenue Bonds University of Rhode Island Issue - Series 1997 (the "Series 1997 Bonds"), issued under the 1997 Agreement, the Corporation’s $7,975,000 University of Rhode Island Educational and General Revenue Issue, Series 2002 (the "Series 2002 Bonds") issued under the 1997 Agreement and the Third Amendment to 1997 Agreement, the Corporation’s $3,100,000 University of Rhode Island Educational and General Revenue Issue, Series 2003 A (the "Series 2003 A Bonds") issued under the 1997 Agreement and the Fourth Amendment to 1997 Agreement, the Corporation’s $2,740,000 University of Rhode Island Educational and General Revenue Issue, Series 2005 A (the "Series 2005 A Bonds") issued under the 1997 Agreement and the Fifth Amendment to 1997 Agreement, the Corporation’s $2,000,000 University of Rhode Island Educational and General Revenue Issue, Series 2005 B (the "Series 2005 B Bonds") issued under the 1997 Agreement and the Sixth Amendment to 1997 Agreement and the Corporation’s $3,245,000 University of Rhode Island Educational and General Revenue Issue, Series 2005 F (the "Series 2005 F Bonds"), $44,805,000 University Rhode Island Educational and General and Revenue Refunding Issue, Series 2005 G (the "Series 2005 G Bonds") each issued under the 1997 Agreement and the Seventh Amendment to 1997 Agreement and the Corporation's $10,315,000 University of Rhode Island Educational and General Revenue Issue Series 2009 A (the "Series 2009 A Bonds") issued under the 1997 Agreement and the Ninth Amendment to the 1997 Agreement (the 1997 Agreement as so amended is hereafter referred to as the “Amended 1997 Agreement”). The Series 1997 Bonds, Series 2002 Bonds, Series 2003 A Bonds, Series 2005 A Bonds, Series 2005 B Bonds, Series 2005 F Bonds, Series 2005 G Bonds and Series 2009 A Bonds constitute alternate parity debt, secured (as to Revenues) on a parity with a portion of the Revenues (as described more fully herein) securing the Series 2003 C Bonds and the Series 2010 A Bonds issued under the Series 2010 A Agreement.

The proceeds of the Series 2010 A Bonds will be used to finance (a) the renovation of the existing recreation center on the Rhode Island College campus; (b) the re-pavement and reconstruction of major parking facilities, internal roadways, and walkways and associated drainage infrastructure on the University's Kingston, Narragansett Bay, and W. Alton Jones Campuses and the construction of a new roadway extension and two roadway connections on the Kingston Campus; and (c) the payment of certain expenses incurred in connection with the issuance of the Series 2010 A Bonds and capitalized interest, if any. See "THE PROJECTS" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. THE SERIES 2010 A BONDS Description

The Series 2010 A Bonds will be dated their date of delivery, and will mature as described on the inside cover page to this Official Statement. The principal of, and premium, if any, on the Series 2010 A Bonds will be payable at the principal corporate trust office of the Trustee. Semi-annual interest on the Series 2010 A Bonds (payable on each September 15 and March 15, commencing September 15, 2010) will be payable by check drawn on the Trustee and mailed on each interest payment date to the registered owners thereof registered as such on the relevant record date. The record date for each payment of interest is the date fifteen days prior to any scheduled interest payment date. The Series 2010 A Bonds are issuable as fully registered bonds in denominations of $5,000 or any integral multiple thereof without coupons and, when issued, will be registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company ("DTC"), New York, New York. So long as DTC or its nominee is the registered owner of the Series 2010 A Bonds, disbursement of such payments to DTC Participants (hereinafter defined) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC and the Indirect Participants. (See "THE SERIES 2010 A BONDS – Book-Entry Only System" herein.)

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Redemption Provisions

Optional Redemption

The Series 2010 A Bonds maturing on and after September 15, 2021 are subject to redemption by the Corporation at the direction of the Board of Governors prior to maturity beginning on or after September 15, 2020, as a whole or in part at any time, by lot or in any customary manner of selection or in such order of maturity as directed by the Board of Governors subject to the approval of the Insurer, at a redemption price of par plus accrued interest to the redemption date.

Mandatory Sinking Fund Redemption

The Series 2010 A Bonds maturing on September 15, 2030 and bearing interest at 4.50% are subject

to mandatory redemption prior to maturity in part by lot or in any customary manner of selection at a price equal to 100% of the principal amount redeemed plus accrued interest to the redemption date on September 15 of each of the following years and in the amounts set forth below:

Year Principal Amount

2026 $ 260,0002027 740,0002028 935,0002029 1,120,0002030† 1,580,000

† Maturity

The Series 2010 A Bonds maturing on September 15, 2030 and bearing interest at 5.00% are subject to mandatory redemption prior to maturity in part by lot or in any customary manner of selection at a price equal to 100% of the principal amount redeemed plus accrued interest to the redemption date on September 15 of each of the following years and in the amounts set forth below:


2026 $1,435,0002027 1,050,0002028 940,0002029 850,0002030† 750,000

† Maturity

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The Series 2010 A Bonds maturing on September 15, 2040 are subject to mandatory redemption prior to maturity in part by lot or in any customary manner of selection at a price equal to 100% of the principal amount redeemed plus accrued interest to the redemption date on September 15 of each of the following years and in the amounts set forth below:


2031 $445,0002032 470,0002033 495,0002034 520,0002035 545,0002036 575,0002037 600,0002038 630,0002039 665,0002040†† 700,000

††Final Maturity

Extraordinary Optional Redemption

The Series 2010 A Bonds are subject to Extraordinary Optional Redemption in whole at any time or in part on any interest payment date, by lot or in any customary manner of selection in such order of maturity as directed by the Board of Governors, at the option of the Board of Governors with the approval of the Insurer at a redemption price equal to the principal amount of the Series 2010 A Bonds, as the case may be, to be redeemed plus accrued interest thereon to the redemption date, upon the occurrence of any of the events described below:

(1) Either of the Projects or a portion thereof shall have been damaged or destroyed to such an extent that, in the judgment of the Board of Governors: (i) it cannot be reasonably restored within a period of six (6) consecutive months to the condition thereof immediately preceding such damage or destruction; (ii) the Board of Governors is thereby prevented from carrying on normal operations of such Project for a period of six (6) consecutive months; and (iii) it would not be economically feasible for the Board of Governors to replace, repair, rebuild or restore the same;

(2) Title in and to, or the temporary use of, either of the Projects shall have been taken under the exercise of the power of eminent domain by any governmental authority, or person acting under governmental authority (including such taking as, in the judgment of the Board of Governors, results in the Board of Governors being thereby prevented from carrying on the Board of Governors’ normal operation of such Project for a period of six (6) consecutive months); or

(3) As a result of any changes in the Constitution of the State or in the Constitution of the United States of America or by legislative or administrative action (whether state or federal) or by final decree, judgment, decision or order of any court or administrative board (whether state or federal), which in the reasonable judgment of the Board of Governors and the Corporation, the Series 2010 A Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed therein. Debt Service Requirements The following table sets forth, for each respective Fiscal Year, the amounts required to be made available by the Board of Governors in such year for payment of the principal of (including mandatory sinking fund redemption of) and interest on the Series 2010 A Bonds, and the parity bonds secured by Educational and General Revenues derived from the State Colleges as well as the parity bonds which are secured by the Educational and General Revenues derived from the University:

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Rhode Island Health and Educational Building Corporation Educational and General Revenue Bonds

Fiscal Year Ended Debt Service on Series 1997, 2002, 2003A, 2005A, 2005B, 2005F, 2005G and 2009A Bonds

(1)

Debt Service on Series 2003C and

Series 2010A Bonds(2)

Total Debt Service

on Parity Bonds

June 30, 1997 2002 2003A 2005A 2005B 2005F 2005G 2009A 2003C 2010A

2010 147,925$ 649,535$ 407,963$ 241,100$ 147,506$ 241,275$ 3,172,088$ 335,927$ 1,124,181$ -$ 6,467,500$ 2011 149,408 651,918 412,469 240,781 145,106 242,131 3,166,463 508,725 1,125,406 1,119,676 7,762,083 2012 150,570 652,280 408,000 240,094 142,606 242,741 3,174,363 502,750 1,124,853 1,496,900 8,135,156 2013 146,570 651,330 409,500 244,144 144,872 243,013 3,175,213 511,700 1,123,481 1,489,050 8,138,872 2014 147,403 649,780 410,000 242,706 146,863 242,934 3,177,875 505,488 1,119,313 1,492,719 8,135,080 2015 147,895 652,236 - 240,863 143,713 242,494 3,177,138 915,775 1,123,141 1,492,313 8,135,566 2016 148,085 648,711 - 243,616 145,356 241,678 3,172,963 922,075 1,120,000 1,490,419 8,132,903 2017 147,965 649,090 - 240,963 146,700 240,475 3,169,988 926,744 1,124,300 1,490,675 8,136,899 2018 147,533 651,375 - 242,888 142,825 238,975 3,176,600 920,613 1,122,300 1,494,775 8,137,883 2019 146,835 651,000 - 239,119 143,725 237,169 3,173,638 922,269 1,124,625 1,502,494 8,140,873 2020 145,873 649,375 - 239,769 144,425 239,838 3,177,075 920,788 1,125,750 1,496,713 8,139,604 2021 144,645 651,375 - 239,994 144,925 237,081 3,176,688 932,763 1,119,750 1,488,213 8,135,433 2022 148,020 651,875 - - 145,075 238,763 3,177,363 1,172,256 1,121,500 1,484,781 8,139,633 2023 145,998 650,875 - - 144,869 239,763 3,176,219 1,179,031 1,120,750 1,475,650 8,133,154 2024 143,710 - - - 144,450 240,313 3,177,788 1,827,756 1,122,375 1,474,950 8,131,341 2025 - - - - 143,819 240,413 3,177,288 3,096,844 - 1,120,450 7,778,813 2026 - - - - 142,975 235,175 3,174,850 - - 2,028,063 5,581,063 2027 - - - - - - 3,182,350 - - 2,395,350 5,577,700 2028 - - - - - - 3,177,750 - - 2,405,725 5,583,475 2029 - - - - - - 3,175,375 - - 2,403,288 5,578,663 2030 - - - - - - 3,171,125 - - 2,407,300 5,578,425 2031 - - - - - - 2,916,125 - - 2,666,550 5,582,675 2032 - - - - - - - - - 716,125 716,125 2033 - - - - - - - - - 718,250 718,250 2034 - - - - - - - - - 719,125 719,125 2035 - - - - - - - - - 718,750 718,750 2036 - - - - - - - - - 717,125 717,125 2037 - - - - - - - - - 719,125 719,125 2038 - - - - - - - - - 714,750 714,750 2039 - - - - - - - - - 714,000 714,000 2040 - - - - - - - - - 716,625 716,625 2041 - - - - - - - - - 717,500 717,500

Total 2,208,435$ 9,110,755$ 2,047,931$ 2,896,034$ 2,459,809$ 4,084,227$ 69,596,319$ 16,101,502$ 16,841,725$ 43,087,427$ 168,434,164$

(1) Secured by the Educational and General Revenues derived from or provided for the University of Rhode Island. (2) Secured by the Educational and General Revenues derived from or provided for all of the State Colleges.

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Book-Entry Only System This section describes how ownership of the Series 2010 A Bonds is to be transferred and how the principal of, premium, if any, and interest on the Series 2010 A Bonds are to be paid to and credited by DTC while the Series 2010 A Bonds are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The Corporation, the Underwriters, the Board of Governors and the State Colleges believe the source of such information to be reliable, but take no responsibility for the accuracy or completeness thereof.

The Corporation, the Underwriters, the Board of Governors and the State Colleges cannot and do not

give any assurance that (1) DTC will distribute payments of debt service on the Series 2010 A Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Series 2010 A Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC.

The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Series 2010 A Bonds. The Series 2010 A 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 bond certificate will be issued for each maturity of the Series 2010 A Bonds in the aggregate principal amount of such series, and will be deposited with DTC.

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 DTC’s 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 & 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 Standard & Poor’s highest rating: AAA. 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 and www.dtc.org.

Purchases of Series 2010 A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2009 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2009 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

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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 Series 2010 A 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 Series 2010 A Bonds, except in the event that use of the book-entry system for the Series 2010 A Bonds is discontinued.

To facilitate subsequent transfers, all Series 2010 A Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities 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 Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities 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 Series 2010 A Bond may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2010 A Bonds, such as redemptions, defaults, and proposed amendments to the Series 2010 A Bonds documents. For example, Beneficial Owners of Series 2010 A Bonds may wish to ascertain that the nominee holding the Series 2010 A Bonds for their benefit has agreed to 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 less than all of the Series 2010 A Bonds are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2010 A 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 Corporation 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 Series 2010 A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the Series 2010 A Bonds, and redemption proceeds, will be made to

Cede & Co., or such other nominee as may be required 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 Corporation or the Paying Agent/Registrar on payable dates 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 in 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, the Paying Agent or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and principal and interest to Cede & Co., or such other nominee as may be required by an authorized representative of DTC is the responsibility of the Corporation, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

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DTC may discontinue providing its services as securities depository with respect to the Series 2010 A

Bonds at any time by giving reasonable notice to the Corporation and the Paying Agent/Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2010 A Bond certificates are required to be printed and delivered.

The Corporation may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2010 A Bonds will be printed and delivered.

Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood that while the Series 2010 A Bonds are in the Book-Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Series 2010 A Bonds, but (i) all rights of ownership must be exercised through DTC and the Book-Entry-Only System, and (ii) except as described above, notices that are to be given to registered owners will be given only to DTC.

Information is this section concerning DTC and the Book-Entry-Only System has been obtained from sources that the Corporation, the Underwriters and the Board of Governors believe to be reliable but neither the Corporation nor the Underwriters nor the Board of Governors takes any responsibility for the accuracy thereof. SECURITY FOR THE SERIES 2010 A BONDS

The Series 2010 A Bonds and any Additional Bonds issued under the Series 2010 A Agreement are special limited obligations of the Board of Governors acting on behalf of the State Colleges. The Series 2010 A Bonds

The Series 2010 A Bonds, except to the extent payable from the proceeds received from the sale thereof or the sources as described herein, will be payable from and secured by a lien on: (i) Rent payments paid to the Trustee for the account of the Corporation by the Board of Governors in accordance with the provisions of the Series 2010 A Agreement; and (ii) all legally available revenues of the Board of Governors and State appropriations (the "Educational and General Revenues"), except Auxiliary Enterprise Revenues.

The Educational and General Revenues include principally all tuition revenues of the Board of

Governors derived from the State Colleges and State appropriations for the Board of Governors with respect to the State Colleges by the General Assembly. The Educational and General Revenues do not include the Board of Governors Auxiliary Enterprise Revenues. The Board of Governors may expend, deposit or commingle any Educational and General Revenues. The 2010 A Agreement provides that if any required payment is not made when due, or if an Event of Default has occurred thereunder, all Educational and General Revenues subject to the pledged security interest which are then on hand and not yet commingled with other funds of the Board of Governors and not yet deposited in a bank account of the Board of Governors, and all Educational and General Revenues subject to this security interest thereafter received, shall not be commingled or deposited, but all immediately, upon receipt, shall be transferred to the Trustee for deposit to the Debt Service Fund under the Series 2010 A Agreement (See "APPENDIX C – Definition of Certain Terms and Summary of the Series 2010 A Agreement" herein).

The Series 2010 A Bonds will be issued as Additional Bonds (defined below) as permitted by the Series 1993 B Agreement and will be secured on a parity (except as to the Debt Service Reserve Fund) with any Outstanding 2003 Series C Bonds. The Corporation has also issued its Series 1997 Bonds, Series 2002 Bonds, Series 2003 A Bonds, Series 2005 A Bonds, Series 2005 B Bonds, Series 2005 F Bonds, Series 2005 G Bonds and Series 2009 A Bonds which constitute alternate parity debt, secured (as to Revenues) on a parity

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with a portion of the Revenues securing the Series 2003 C Bonds and the Series 2010 A Bonds issued under the Series 2010 A Agreement. Pursuant to the Series 1993 B Agreement, as amended, the Board of Governors has pledged all Educational and General Revenues derived from the State Colleges to the payment of the Series 2003 C Bonds and the Series 2010 A Bonds. Pursuant to the Amended 1997 Agreement, the Board of Governors has pledged only the Educational and General Revenues derived from the University to the payment of the Series 1997 Bonds, the Series 2002 Bonds, the Series 2003 A Bonds, the Series 2005 A Bonds, the Series 2005 B Bonds, the Series 2005 F Bonds, the Series 2005 G Bonds and Series 2009 A Bonds. Therefore, the Series 1997 Bonds, the Series 2002 Bonds, the Series 2003 A Bonds, the Series 2005 A Bonds, the Series 2005 B Bonds, the Series 2005 F Bonds, the Series 2005 G Bonds, the Series 2009 A Bonds, the Series 2003 C Bonds and the Series 2010 A Bonds are secured on a parity as to Educational and General Revenues which are derived from the University. Absence of Debt Service Reserve Fund for the Series 2010 A Bonds

The Debt Service Reserve Fund Requirement is defined in the Series 2010 A Agreement to be the Maximum Annual Debt Service for each series of bonds, respectively, or such lesser amount as may be permitted by the Series 2010 A Agreement, as applicable. For the Series 2010 A Bonds, the Debt Service Reserve Fund Requirement is $0. The Series 2010 A Bonds are not secured by any Debt Service Reserve Fund established for any other series of bonds in accordance with the Series 2010 A Agreement.

Special Obligations

The Series 2010 A Bonds will be special limited obligations of the Corporation. The Series 2010 A Agreement provides for payment by the Board of Governors of Loan Payments sufficient to pay the principal and interest on the Series 2010 A Bonds when they are due and the expenses incurred by the Trustee and the Paying Agent in the course of administering their duties under such Series 2010 A Agreement. The Series 2010 A Agreement provides that the obligation of the Board of Governors to make payments under such Series 2010 A Agreement shall be absolute and unconditional and shall not be subject to setoff, recoupment or counterclaim. With respect to the Series 2010 A Agreement, the Board of Governors is dependent on appropriations by the General Assembly of the State for such funds. The Board of Governors has covenanted in the Series 2010 A Agreement to do all things lawfully in its power to obtain and properly request and pursue funds for appropriation by the General Assembly of the State for payments under the Series 2010 A Agreement.

See "APPENDIX A – Information Relating to the Board of Governors and the State Colleges", "APPENDIX B – Audited Financial Statements of the State Colleges for the Fiscal Years Ended June 30, 2009 and June 30, 2008" and "APPENDIX C – Definitions of Certain Terms and Summary of the Series 2010 A Agreement," hereto for further information. Also see "OTHER BONDOWNERS’ CONSIDERATIONS" herein. Rate Covenant

The Board of Governors will covenant in the Series 2010 A Agreement, subject to any limitations imposed by law, to charge and collect tuition and student fees, other than for any auxiliary enterprises which would constitute Auxiliary Enterprise Revenues, which together with other moneys legally available to it, shall provide moneys sufficient at all times to make the payments required under the Series 2010 A Agreement and to pay all other obligations of the Board of Governors as the same shall become due and payable.

Additional Bonds, Alternate Parity Debt and Alternate Debt

Subject to restrictions contained in the Series 2010 A Agreement, the requirements of the Board of Governors to make payments under and comply with the Series 2010 A Agreement, and the requirements of

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the Board of Governors to satisfy all other obligations of the Board of Governors, the Board of Governors may incur indebtedness in addition to the Series 2010 A Bonds as follows:

Additional Bonds

The Corporation may issue additional bonds (the "Additional Bonds") that are equally and ratably secured with the Series 2010 A Bonds and the Series 2003 C Bonds pursuant to a supplemental agreement to provide extensions, additions and improvements to the projects financed pursuant to the Series 2010 A Agreement, to finance additional facilities, to refinance existing debt, to provide funds for the Debt Service Reserve Fund or to pay costs of issuance of such Additional Bonds, which Additional Bonds shall thereafter be entitled to the pledge of the Educational and General Revenues on a parity with the Series 2010 A Bonds and the Series 2003 C Bonds and, to the extent of the Educational and General Revenues derived from the University which are pledged to the Series 2003 C Bonds and the Series 2010 A Bonds, on a parity with the Series 1997 Bonds, the Series 2002 Bonds, the Series 2003 A Bonds, the Series 2005 A Bonds, the Series 2005 B Bonds, the Series 2005 F Bonds, the Series 2005 G Bonds and the Series 2009 A Bonds.

The Corporation shall not issue Additional Bonds unless at or prior to the authentication of such

Additional Bonds, there shall be filed with the Trustee a Certificate of the chief financial officer of the Board of Governors certifying that (i) the Board of Governors is not then in default in the performance of the covenants, conditions, agreements, or provisions contained in the Series 2010 A Agreement, and (ii) the Amounts Available for Debt Service (as hereinafter defined) for the Fiscal Year immediately preceding the issuance of the Additional Bonds was and will be at least equal to 1.00 times maximum aggregate annual debt service on the Outstanding Bonds and the Additional Bonds proposed to be issued. The Amounts Available for Debt Service at URI, RIC and CCRI as used herein means general educational total revenues plus State appropriations less general educational total expenditures excluding capital and debt service. The Board of Governors may issue long or short term debt secured by a lien on the Revenues subordinate to the lien of the Series 2010 A Agreement without regard to limitation. Such debt may be secured by a parity lien on the Revenues only if the Board of Governors files with the Trustee a Certificate of the Chief Financial Officer of the Board of Governors certifying the same information as is required for issuing Additional Bonds.

Alternate Parity Debt

Under the Series 2010 A Agreement, the Board of Governors may incur alternate parity debt secured

in the manner chosen by the Board of Governors, including, under certain circumstances, by a lien on Educational and General Revenues if the provisions governing the issuance of Additional Bonds are satisfied.

Alternate Debt

The Board of Governors may also incur other debt secured in a manner chosen by the Board of Governors, including, under certain circumstances, by a subordinate pledge of Educational and General Revenues.

BOND INSURANCE

Bond Insurance Policy

Concurrently with the issuance of the Series 2010 A Bonds, Assured Guaranty Municipal Corp.

(formerly known as Financial Security Assurance Inc.) (“Assured Guaranty” or “Insurer”) will issue its Municipal Bond Insurance Policy for the Bonds (the “Policy”). The Policy guarantees the scheduled payment of principal of and interest on the Series 2010 A Bonds when due as set forth in the form of the Policy included as an exhibit to this Official Statement.

The Policy is not covered by any insurance security or guaranty fund established under New York,

California, Connecticut or Florida insurance law.

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Assured Guaranty Municipal Corp. (Formerly Known As Financial Security Assurance Inc.) Assured Guaranty is a New York domiciled financial guaranty insurance company and a wholly owned

subsidiary of Financial Security Assurance Holdings Ltd. (“Holdings”). Holdings is an indirect subsidiary of Assured Guaranty Ltd. (“AGL”), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol “AGO”. AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, structured finance and mortgage markets. No shareholder of AGL, Holdings or Assured Guaranty is liable for the obligations of Assured Guaranty.

On July 1, 2009, AGL acquired the financial guaranty operations of Holdings from Dexia S.A.

(“Dexia”). In connection with such acquisition, Holdings’ financial products operations were separated from its financial guaranty operations and retained by Dexia. For more information regarding the acquisition by AGL of the financial guaranty operations of Holdings, see Item 1.01 of the Current Report on Form 8-K filed by AGL with the Securities and Exchange Commission (the “SEC”) on July 8, 2009.

Effective November 9, 2009, Financial Security Assurance Inc. changed its name to Assured Guaranty

Municipal Corp.

Assured Guaranty’s financial strength is rated “AAA” (negative outlook) by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), “Aa3” (negative outlook) by Moody’s Investors Service, Inc. (“Moody’s”) and “AA” (Negative Outlook) by Fitch, Inc. (“Fitch”). Each rating of Assured Guaranty should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of any security guaranteed by Assured Guaranty. Assured Guaranty does not guaranty the market price of the securities it guarantees, nor does it guaranty that the ratings on such securities will not be revised or withdrawn. Ratings

On December 18, 2009, Moody’s issued a press release stating that it had affirmed the “Aa3” insurance financial strength rating of Assured Guaranty, with a negative outlook. Reference is made to the press release, a copy of which is available at www.moodys.com, for the complete text of Moody’s comments.

In a press release dated October 12, 2009, Fitch announced that it had downgraded the insurer financial strength rating of Financial Security Assurance Inc. (“Financial Security”), now known as Assured Guaranty, to “AA” (Negative Outlook) from “AA+” (Ratings Watch Negative). Reference is made to the press release, a copy of which is available at www.fitchratings.com, for the complete text of Fitch’s comments.

On July 1, 2009, S&P published a Research Update in which it affirmed its “AAA” counterparty credit and financial strength ratings on Financial Security, now known as Assured Guaranty. At the same time, S&P continued its negative outlook on Assured Guaranty. Reference is made to the Research Update, a copy of which is available at www.standardandpoors.com, for the complete text of S&P’s comments.

There can be no assurance as to any further ratings action that Moody’s, Fitch or S&P may take with respect to Assured Guaranty.

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For more information regarding Assured Guaranty’s financial strength ratings and the risks relating thereto, see Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was filed by Holdings with the SEC on March 19, 2009, Holdings’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, which was filed by Holdings with the SEC on May 20, 2009, AGL’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, which was filed by AGL with the SEC on August 10, 2009, and AGL’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, which was filed by AGL with the SEC on November 16, 2009. Effective July 31, 2009, Holdings is no longer subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Capitalization of Assured Guaranty

At September 30, 2009, Assured Guaranty's consolidated policyholders' surplus and contingency reserves were approximately $2,365,609,560 and its total net unearned premium reserve was approximately $2,380,470,385 in accordance with statutory accounting principles. Incorporation of Certain Documents by Reference

Portions of the following documents filed by Holdings or AGL with the SEC that relate to Assured Guaranty are incorporated by reference into this Official Statement and shall be deemed to be a part hereof:

(i) Annual Report of Holdings on Form 10-K for the fiscal year ended December 31, 2008 (which was filed by Holdings with the SEC on March 19, 2009);

(ii) Quarterly Report of Holdings on Form 10-Q for the quarterly period ended March 31, 2009

(which was filed by Holdings with the SEC on May 20, 2009); (iii) the Current Reports on Form 8-K filed by Holdings with the SEC on May 21, 2009, June 10,

2009, and July 8, 2009; (iv) Quarterly Report of AGL on Form 10-Q for the quarterly period ended June 30, 2009 (which

was filed by AGL with the SEC on August 10, 2009); (v) the Current Report on Form 8-K filed by AGL with the SEC on July 8, 2009; and (vi) Quarterly Report of AGL on Form 10-Q for the quarterly period ended September 30, 2009

(which was filed by AGL with the SEC on November 16, 2009).

All information relating to Assured Guaranty included in, or as exhibits to, documents filed by AGL pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the filing of the last document referred to above and before the termination of the offering of the Series 2010 A Bonds shall be deemed incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC’s website at http://www.sec.gov, at Holdings’ website at http://www.fsa.com, at AGL’s website at http://www.assuredguaranty.com, or will be provided upon request to Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.): 31 West 52nd Street, New York, New York 10019, Attention: Communications Department (telephone (212) 826-0100).

Any information regarding Assured Guaranty included herein under the caption “BOND INSURANCE – Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.)” or included in a document incorporated by reference herein (collectively, the “Assured Guaranty Information”) shall be

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modified or superseded to the extent that any subsequently included Assured Guaranty Information (either directly or through incorporation by reference) modifies or supersedes such previously included Assured Guaranty Information. Any Assured Guaranty Information so modified or superseded shall not constitute a part of this Official Statement, except as so modified or superseded.

Assured Guaranty makes no representation regarding the Series 2010 A Bonds or the advisability of investing in the Series 2010 A Bonds. In addition, Assured Guaranty has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding Assured Guaranty supplied by Assured Guaranty and presented under the heading “BOND INSURANCE”. THE CORPORATION Authorization The Corporation was organized in 1966 as a Rhode Island non-business corporation with the name of "Rhode Island Educational Building Corporation". In 1967, by virtue of the Act, the Corporation was constituted as a public body corporate and agency of the State by the General Assembly of the State. Under this legislation, the Corporation was given broad powers to assist in providing educational facilities to accommodate the projected increases in the college and university enrollment levels in the State. In 1968, by virtue of Chapter 224 of the Rhode Island Public Laws of 1968, the Corporation’s name was changed to its present name, and the Corporation’s powers were expanded to enable it to assist hospitals in the State in the financing of health care facilities. Since 1968, the Corporation’s powers have been expanded to provide assistance to non-profit health associations and cooperative hospital service organizations. In 1982, the Corporation was given the power to initiate a student loan program for institutions for higher education in the State. However, that power has not been exercised as of the date hereof. In 1988, the Corporation was given power to treat any non-profit corporation, all of whose members are hospitals or parent corporations of hospitals, as a "hospital" for purposes of the Act. Also, in 1989 the Corporation was authorized to guaranty or insure loans to a participating hospital or institution for higher education and to pledge, encumber or advance funds of the Corporation in connection therewith. As yet the Corporation has not exercised this authority. In 1990, the Corporation’s powers were again expanded to allow it to provide financial assistance to non-profit visiting nurse associations. In 1991, the Corporation’s powers were expanded to enable it to assist in financing a broad range of non-profit health care providers. In 1992, the Corporation’s powers were expanded to enable it to assist in financing non-profit secondary schools and child day care centers and to finance facilities for companies, pursuant to state contracts, which counsel and assist troubled youths. In 1994, the Corporation’s powers were expanded to enable it to assist in financing the development of the site of the former Narragansett Brewery in the City of Cranston as a multi-purpose facility to be used as a center for economic development, biotechnology research, education, health care, governmental and other similar uses. In 1998, the Corporation’s powers were expanded to enable it to assist in financing stand-alone non-profit assisted living facilities and adult day care facilities. In 2000, the Corporation’s powers were expanded to enable it to issue Revenue Anticipation Notes and Capital Notes. In 2003, the Corporation’s powers were expanded to enable it to assist local educational authorities within the State in financing school projects. In 2007, the Corporation’s powers were expanded to authorize the Corporation to issue bonds to refund any obligations issued by or for the benefit of a participating educational institution for a School Project. In 2008, the Corporation’s powers were expanded to enable it to assist in the financing of non-profit clinical laboratories.

ANY NOTES OR BONDS ISSUED BY THE CORPORATION FOR THESE PURPOSES DO

NOT AND CANNOT CONSTITUTE A DEBT OF THE STATE. THE STATE AND THE CORPORATION SHALL NOT BE OBLIGATED TO PAY THE PRINCIPAL OF, OR REDEMPTION PRICE, IF ANY, OR INTEREST THEREON, EXCEPT FROM REVENUES OF THE PROJECT FOR WHICH THEY ARE ISSUED OR OTHER FUNDS PROVIDED FOR IN THE APPROPRIATE RESOLUTION. THE FAITH AND CREDIT AND THE TAXING POWER OF THE STATE OR OF ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF IS NOT

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PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR REDEMPTION PREMIUM, IF ANY, OR THE INTEREST ON SUCH NOTES OR BONDS.

Under the Act, the Corporation is required to report annually to the Governor of the State on its activities. Such report must include financial statements reported on by independent certified public accountants. Board of Directors

The Act provides that all of the powers of the Corporation shall be vested in its Board of Directors, the five members of which are appointed by the Governor of the State to serve for five years with one new member appointed each year. The Board of Directors is required by the Act to elect a Chairman and Vice Chairman from its membership and a Secretary and Treasurer who need not be members of the Board of Directors. Each such officer is elected at the annual meeting to serve for a term of one year.

The members of the Corporation’s Board of Directors and its officers are as follows:

Mr. James K. Salome, Chairman. Term as member expires June 30, 2011. Mr. Salome, a resident of Narragansett, Rhode Island, is President of Vanco Industries, Inc., a packaging and printing company in North Smithfield, Rhode Island.

Mr. Ralph W. Ezovski, Vice Chairman. Term as member expires June 30, 2010. Mr. Ezovski, a resident of Barrington, Rhode Island, is a National Representative for the National Association of Government Employees (NAGE).

Mr. John B. Bentz, Treasurer. Term as member expires June 30, 2012. Mr. Bentz, a resident of Greenville, Rhode Island, is President of Property Advisory Group, Inc., a property development and management company in Providence, Rhode Island.

Mr. Terrence M. Biafore, Secretary. Term of member expires June 30, 2014. Mr. Biafore, a resident of South Kingstown, Rhode Island is Vice-President of Babcock & Helliwell, Inc., an insurance and risk management firm in Wakefield, Rhode Island.

Mr. Douglas C. Jeffrey, Sr., Assistant Treasurer. Term as a member expires June 30, 2013. Mr. Jeffrey, a resident of Johnston, Rhode Island, is President of Signature Properties, a Commercial/Residential Real Estate Brokerage in Providence, Rhode Island.

Staff, Advisors and Other Officers

The staff, advisors and other officers of the Corporation other than the directors are as follows:

Mr. Robert E. Donovan, Executive Director and Assistant Secretary. Mr. Donovan’s office of the Executive Director is located at 170 Westminster Street, Suite 1200, Providence, Rhode Island 02903. The telephone number is (401) 831-3770.

FirstSouthwest, a financial and investment advisory firm, located in Lincoln, Rhode Island serves as financial advisor to the Corporation in connection with the issuance of the Series 2010 A Bonds and certain other financial matters.

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Edwards Angell Palmer & Dodge LLP, of Providence, Rhode Island, is serving as Bond Counsel and will submit its approving opinions with regard to the legality of the Series 2010 A Bonds in substantially the forms attached hereto as "APPENDIX E - Form of Approving Opinion of Bond Counsel."

Moses & Afonso Ltd., of Providence, Rhode Island is serving as counsel to the Corporation with respect to the issuance of the Series 2010 A Bonds.

O’Connor & Drew PC, of Providence, Rhode Island, served as independent certified public

accountants to the Corporation for the fiscal year ended June 30, 2009. Copies of the Corporation’s financial statements and the auditor’s report for the fiscal year ended June 30, 2009 are available at the office of the Corporation.

Under the Act, the Corporation is authorized and empowered, among other things, directly or by and through a participating non-profit or public institution for higher education or a participating non-profit hospital (including a group health association, a cooperative health services organization, any non-profit corporation the member(s) of which consist solely of one or more hospitals or parent corporations thereof, and any non-profit corporation licensed as a skilled nursing and/or intermediate care facility or a participating non-profit visiting nurse association), as its agent, (i) to acquire real and personal property as it may deem necessary or convenient for the construction or operation of a project and to take title thereto in its own name or in the name of a participating institution as its agent; (ii) to construct, reconstruct, renovate, replace, maintain, repair, operate, lease, as lessor or lessee, and regulate any project and to designate a participant to do the same; (iii) to enter into contracts for any or all of such purposes or for the management and operation of a project and to designate a participant to do the same; (iv) to issue bonds, bond anticipation notes and other obligations and to fund or refund the same; (v) to fix and revise from time to time and charge and collect rates, rents, fees and charges for the use of and for the services furnished by a project or any portion thereof and to enter into contracts in respect thereof; (vi) to establish rules and regulations for the use of a project or any portion thereof and to designate a participant to do the same; (vii) to receive and accept from any public agency loans or grants for or in aid of the construction of a project or any portion thereof; (viii) to mortgage any project and the site thereof for the benefit of the holders of bonds issued to finance such project; (ix) to make loans to any participant for the cost of a project or to refund outstanding obligations, mortgages, advances issued, made or given by such participant for the cost of a project; (x) to charge to and equitably apportion among participants its administrative costs and expenses incurred; (xi) to accept gifts or grants or loans of funds or property or financial or other aid in any form from the federal government or any agency or instrumentality thereof or from the State or any agency or instrumentality thereof or from any other source; (xii) to make loans to participating institutions for higher education for the purpose of funding student loan programs; (xiii) to make gifts or grants of funds for construction of or development of any project; (xiv) to assist local educational authorities within the State in financing school projects; and (xv) to do all things necessary or convenient to carry out the purpose of the Act.

Indebtedness of the Corporation

The Corporation has heretofore authorized and issued certain series of its bonds and notes for eligible institutions in the State. As of June 30, 2009, the Corporation had 103 series of bonds and notes outstanding (excluding series secured by trust funds for future redemption) totaling $3,170,580,111 originally issued and $2,600,179,582 outstanding. (See "APPENDIX D - Indebtedness of the Rhode Island Health and Educational Building Corporation" herein.)

The Corporation expects to issue subsequent series of bonds and notes for the purpose of financing and refinancing projects. With respect to such other series of bonds and notes, the Corporation expects to enter into separate agreements with eligible institutions.

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Each series of bonds and notes issued by the Corporation is payable only from revenues provided by the institution for such series. The general funds of the Corporation are not pledged to any bonds or notes.

The Corporation has never defaulted in the payment of maturing principal of or interest on its bonds or notes. However, each series of bonds and notes has been a special obligation of the Corporation issued under a separate agreement. A bond insurer recently contributed to making a debt service payment on one series of the bonds issued by the Corporation.

Except for the information contained herein under “The Corporation” and “Litigation” “Continuing Disclosure” and in APPENDIX G – “Indebtedness of Rhode Island Health and Educational Building Corporation” insofar as it relates to the Corporation, the Corporation has not provided any of the information contained in this Official Statement. The Corporation is not responsible for and does not certify as to the accuracy or sufficiency of the disclosures made herein or any other information provided by the Board of Governors, the State Colleges, the Insurer, the Underwriters or any other person.

THE PROJECTS

Proceeds of the Series 2010 A Bonds will be used to finance (a) the renovation of the existing recreation center on the Rhode Island College campus; (b) the re-pavement and reconstruction of major parking facilities, internal roadways, and walkways and associated drainage infrastructure on the University's Kingston, Narragansett Bay, and W. Alton Jones Campuses and the construction of a new roadway extension and two roadway connections on the Kingston Campus; and (c) the payment of certain expenses incurred in connection with the issuance of the Series 2010 A Bonds and capitalized interest, if any (the "Projects").

ESTIMATED SOURCES AND USES OF FUNDS

The estimated sources and uses of the Series 2010 A Bond proceeds are summarized below: Sources of Funds

Par Amount of the Series 2010 A Bonds $24,005,000.00 Net Original Issue Discount (42,480.70) Total Sources $23,962,519.30

Uses of Funds

Deposit to the URI Series 2010 A Account of the Project Fund $13,437,605.73 Deposit to the RIC Series 2010 A Account of the Project Fund 9,983,362.40 Costs of Issuance1 541,551.17 Total Uses $23,962,519.30

__________________ 1 Includes bond insurance premium, underwriters’ discount, legal fees, printing costs, etc. THE BOARD OF GOVERNORS AND THE STATE COLLEGES

For a description of the Board of Governors and the State Colleges, See "APPENDIX A – INFORMATION RELATING TO THE BOARD OF GOVERNORS AND STATE COLLEGES."

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OTHER BONDOWNERS’ CONSIDERATIONS

Purchase of the Series 2010 A Bonds involves a degree of risk. Potential investors should be thoroughly familiar with this entire Official Statement (including the Appendices hereto) in order to make a judgment as to whether the Series 2010 A Bonds are an appropriate investment, to identify risk factors and to make an informed investment decision. The discussion herein of risks that could affect payments to be made by the Board of Governors with respect to the Series 2010 A Bonds is not intended to be comprehensive or definitive, but rather is to summarize certain matters which could affect the ability of the Board of Governors to make such payments.

General. The Series 2010 A Bonds are special obligations of the Corporation payable: (i) from the amounts paid by the Board of Governors to the Corporation under the Series 2010 A Agreement; (ii) from amounts in the funds held pursuant to the Series 2010 A Agreement (except amounts in the Rebate Fund) and (iii) from proceeds of the Policy.

Full and prompt payment of the principal of, premium, if any, and interest on the Series 2010 A Bonds is largely dependent upon the ability of the Board of Governors to make the required payments under the Series 2010 A Agreement. No representation or assurance can be given that the General Assembly of the State will appropriate monies sufficient to enable the Board of Governors to make payments under the Series 2010 A Agreement sufficient to pay principal of, redemption premium, if any, and interest on the Series 2010 A Bonds or to make other payments required by the Series 2010 A Agreement.

Delays in the construction of the Projects, the capabilities of management, future legislation, regulatory

actions, economic conditions, changes in demand for education and other factors could adversely affect the Board of Governors’ ability to pay its obligations under the Series 2010 A Bonds. See "SECURITY FOR THE SERIES 2010 A BONDS" and "APPENDIX A – Information Relating to the Board of Governors and the State Colleges".

Amendment of the Series 2010 A Agreement. Under certain circumstances, the Series 2010 A

Agreement may be amended at the request of the Board of Governors with the consent of the Corporation and the Insurer, and without the consent of any Bondowner. (See "APPENDIX C – Definitions of Certain Terms and Summary of Series 2010 A Agreement").

Risk of Redemption or Acceleration Prior to Maturity. The Series 2010 A Bonds are subject to redemption or acceleration prior to maturity in certain circumstances (See "THE SERIES 2010 A BONDS" and "APPENDIX C – Definitions of Certain Terms and Summary of Series 2010 A Agreement" herein). Bondowners may not realize their anticipated yield on investment to maturity because the Series 2010 A Bonds may be redeemed or accelerated prior to maturity at a redemption price that results in the realization of less than the anticipated yield to maturity.

Financial Status of the Board of Governors. Only limited information with respect to the Board of Governors and the State Colleges is included herein. (See "THE BOARD OF GOVERNORS AND THE STATE COLLEGES," "APPENDIX A – Information Relating to the Board of Governors and the State Colleges" and "APPENDIX B – Audited Financial Statements of the State Colleges for the Fiscal Years Ended June 30, 2009 and June 30, 2008" herein.) The information was not obtained from an independent third party. The financial status of the Board of Governors may affect the risk of an acceleration of the Series 2010 A Bonds prior to maturity.

Default by the Board of Governors or the Corporation. No representation or assurances can be given that the Board of Governors or the Corporation will not default in performing their obligations under the Series 2010 A Agreement or any of the other financing documents. If an Event of Default occurs under the Series 2010 A Agreement, subject to the requirements of the Series 2010 A Agreement regarding Insurer consent, the Trustee may accelerate the maturity of Series 2010 A Bonds and interest will cease to accrue on the date of acceleration, notwithstanding the fact that the Bondowners may not receive notice of such acceleration until after such date. In addition, no premium will be received upon an acceleration of the Series 2010 A Bonds due to a default.

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Event of Taxability. If the Board of Governors does not comply with certain covenants set forth in the

Series 2010 A Agreement or certain representations made by the Board of Governors in the Series 2010 A Agreement or certain certificates of the Board of Governors are false or misleading, the interest payable on the Series 2010 A Bonds may become subject to federal income taxation retroactive to the date of issuance of such Series 2010 A Bonds, as the case may be, regardless of the date on which noncompliance or misrepresentation is ascertained. In the event that interest on such Series 2010 A Bonds should become subject to federal income taxation, the Series 2010 A Agreement does not provide for the redemption of the Series 2010 A Bonds, or an increase in the interest rates on the Series 2010 A Bonds. Dependence on Educational Assistance. A substantial portion of the amounts constituting Educational and General Revenues are funded by guaranteed student loans to students and other federal government programs described in APPENDIX A as well as the funds received from the Rhode Island College Foundation, the University of Rhode Island Foundation and the Community College of Rhode Island Foundation (described in APPENDIX A). Financial assistance in the form of scholarships, grants, loans and employment is a significant factor in the decision of many students to attend a particular college or university. The level of financial assistance is directly affected by funding levels of federal and State financial aid programs, the level of private giving to the State Colleges and the Rhode Island College Foundation, the University of Rhode Island Foundation and the Community College of Rhode Island Foundation and income derived from the investment of endowment and similar funds. THERE IS NO ASSURANCE THAT THESE PROGRAMS WILL CONTINUE TO BE AVAILABLE TO THE STUDENTS OF THE STATE COLLEGES. A SUBSTANTIAL CHANGE IN FINANCIAL AID OR STUDENT LOAN AVAILABILITY COULD ADVERSELY AFFECT THE STATE COLLEGES’ ABILITY TO GENERATE EDUCATIONAL AND GENERAL REVENUES AND THEREFORE THEIR ABILITY TO MAKE PAYMENTS UNDER THE SERIES 2010 A AGREEMENT. Factors Generally Affecting Educational Institutions. The following factors, which are not all-inclusive, may adversely affect the operations of educational institutions in the future, including the operations of the Board of Governors and the State Colleges to an extent that cannot be determined at this time.

1. The reduced demand for college education or the services arising from a change in demographics, or a decline in the economic conditions of the areas from which the State Colleges draw a significant portion of their enrollment;

2. Cost increases without corresponding increases in revenue could result from, among other

factors, increases in the salaries, wages and fringe benefits, of State College employees and inflation;

3. Future legislation and regulations affecting colleges and universities, their tax-exempt status,

financial aid and student loans and educational institutions in general could adversely affect the operations of the State Colleges;

4. Competition from colleges and universities located throughout the United States, and from

alternative or substitute educational programs may decrease enrollment at the State Colleges; and

5. The Internal Revenue Code of 1986, as amended, places certain limitations on the ability of

educational institutions to finance certain projects, invest bond proceeds and advance refund prior tax-exempt bond issues. These limitations may increase the interest costs for future borrowings by the Board of Governors and the State Colleges.

Certain Matters Relating to Enforceability of the Series 2010 A Agreement. The enforceability of the

obligations of the Board of Governors under the Series 2010 A Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws or by equitable principles affecting the enforcement of creditors’ rights generally.

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Market Factors. The financial condition of the Board of Governors and the State Colleges as well as

the market for the Series 2010 A Bonds could be affected by a variety of factors, some of which are beyond the Board of Governors’ control. There can be no assurance that an adverse event will not occur which might affect the market price of and the market for the Series 2010 A Bonds. If a significant event should occur in the affairs of the Board of Governors or the State Colleges, the market for and market value of the Series 2010 A Bonds could be adversely affected.

Appropriation. The Board of Governors covenants to do all things lawfully in its power to obtain and

properly request and pursue funds for appropriation by the General Assembly of the State for the payment of its obligations under the Series 2010 A Agreement. Notwithstanding anything in the Series 2010 A Agreement to the contrary, the cost and expense of the performance by the Board of Governors of its obligations under the Series 2010 A Agreement, including all amounts required to be paid by the Board of Governors under the Series 2010 A Agreement, is subject to and dependent upon appropriations being made therefor from time to time by the General Assembly.

Default by the Insurer. In the event that the Insurer is unable to make payments of principal of and

interest on the Series 2010 A Bonds, as such payments become due, the Series 2010 A Bonds, are payable solely from moneys received by the Trustee, with respect to the Series 2010 A Bonds, pursuant to the Series 2010 A Agreement and from certain funds held by the Trustee pursuant to the Series 2010 A Agreement. In such event, the remedies available to the Trustee may be limited by, among other things, certain risks related to bankruptcy proceedings and may also have been altered prior to a default by the Insurer, which has the right, in certain circumstances, acting with the Corporation and the Board of Governors, without Bondowner consent, to amend the provisions of the Series 2010 A Agreement, governing defaults and remedies.

Miscellaneous. The Board of Governors may be impacted by the cost and the limited availability and sufficiency of insurance for risks such as property damage and general liability.

The Board of Governors will not be responsible for delays or failure in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war (declared and undeclared), acts of terrorism, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes, hurricanes or other disasters.

The occurrence of natural disasters, including earthquakes and hurricanes, may damage the facilities of the Board of Governors including facilities of the State Colleges, interrupt utility service to the facilities, or otherwise impair the operation of the Board of Governors and the generation of revenues for the facilities. The facilities of the Board of Governors are covered by general property insurance in an amount which management considers to be sufficient to provide for the replacement of such facilities in the event of a natural disaster.

ANY NOTES OR BONDS ISSUED BY THE CORPORATION FOR THE PURPOSES SET FORTH IN THE ACT DO NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE CORPORATION SHALL NOT BE OBLIGATED TO PAY THE SAME OR THE PREMIUM, IF ANY, OR INTEREST THEREON, EXCEPT FROM THE REVENUES UNDER THE SERIES 2010 A AGREEMENT AND PROCEEDS OF THE POLICY. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR THE INTEREST ON SUCH NOTES OR BONDS. THE CORPORATION DOES NOT HAVE TAXING POWERS.

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TAX EXEMPTION

In the opinion of Edwards Angell Palmer & Dodge LLP, Bond Counsel to the Corporation ("Bond Counsel"), based upon an analysis of existing laws, regulations, rulings, and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the Series 2010 A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). Bond Counsel is of the further opinion that interest on the Series 2010 A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes and Bond Counsel observes that such interest is not included in adjusted current earnings when calculating corporate alternative minimum taxable income.

Bond Counsel is also of the opinion that, under existing law, the Series 2010 A Bonds, their transfer, and the income from the Series 2010 A Bonds, including any profit made on the sale of the Series 2010 A Bonds, shall at all times be free from taxation of every kind of the State and any political subdivision of the State. Bond Counsel has not opined as to other Rhode Island tax consequences arising with respect to the Series 2010 A Bonds. Prospective Bondholders should be aware, however, that the Series 2010 A Bonds and the income thereon may be included in the measure of State estate taxes and certain State corporate and business taxes. Bond Counsel has not opined as to the taxability of the Series 2010 A Bonds or the income therefrom under the laws of any state other than Rhode Island. A complete copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX E hereto.

To the extent the issue price of any maturity of the Series 2010 A Bonds is less than the amount to be paid at maturity of such Series 2010 A Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Series 2010 A Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each owner thereof, is treated as interest on the Series 2010 A Bonds which is excluded from gross income for federal income tax purposes and is exempt from Rhode Island personal income taxes. For this purpose, the issue price of a particular maturity of the Series 2010 A Bonds is the first price at which a substantial amount of such maturity of the Series 2010 A Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Series 2010 A Bonds accrues daily over the term to maturity of such Series 2010 A Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Series 2010 A Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Series 2010 A Bonds. Bondholders should consult their own tax advisors with respect to the tax consequences of ownership of Series 2010 A Bonds with original issue discount, including the treatment of purchasers who do not purchase such Series 2010 A Bonds in the original offering to the public at the first price at which a substantial amount of such Series 2010 A Bonds is sold to the public.

The Code imposes various requirements relating to the exclusion from gross income for federal income

tax purposes of interest on obligations such as the Series 2010 A Bonds. Failure to comply with these requirements may result in interest on the Series 2010 A Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Series 2010 A Bonds. The Corporation and the Board of Governors have covenanted to comply with such requirements to ensure that interest on the Series 2010 A Bonds will not be included in federal gross income. The opinion of Bond Counsel assumes compliance with these covenants. Certain requirements and procedures contained or referred to in the Series 2010 A Agreement, and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Series 2010 A Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. 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 Series 2010 A Bonds may adversely affect the value of, or the tax status of interest on, the

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Series 2010 A Bonds. Further, no assurance can be given that pending or future legislation, including amendments to the Code, if enacted into law, or any proposed legislation, including amendments to the Code, or any regulatory or administrative development with respect to existing law, will not adversely affect the value of, or the tax status of interest on, the Series 2010 A Bonds. Prospective Bondholders are urged to consult their own tax advisors with respect to proposals to restructure the federal income tax.

Although Bond Counsel is of the opinion that interest on the Series 2010 A Bonds is excluded from gross

income for federal income tax purposes and is exempt from Rhode Island personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Series 2010 A Bonds may otherwise affect a Bondholder’s federal or state tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Bondholder or the Bondholder’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences, and Bondholders should consult with their own tax advisors with respect to such consequences. (See "APPENDIX E – Form of Approving Opinion of Bond Counsel" herein).

CONTINUING DISCLOSURE

The Corporation has determined that no financial or operating data concerning the Corporation is material to any decision to purchase, hold or sell the Series 2010 A Bonds and the Corporation will not provide such information. The Board of Governors has undertaken all responsibilities for any continuing disclosure for the benefit of the Bondowners (including Beneficial Owners) of the Series 2010 A Bonds as described below, and the Corporation shall have no liability to the Bondowners of the Series 2010 A Bonds or any person with respect to such disclosure.

The Board of Governors will agree in a Continuing Disclosure Agreement for the benefit of the

Bondowners, substantially in the form attached as APPENDIX F hereto, upon issuance of the Series 2010 A Bonds to provide or cause to be provided in accordance with the requirements of Rule 15c2-12 under the Securities Exchange Act of 1934 (as amended, the "Rule"): (i) certain financial information and operating data, (ii) timely notice of the occurrence of certain enumerated events, if material, with respect to the Series 2010 A Bonds, and (iii) timely notice of a failure of the Board of Governors to provide the required financial information on or before the date specified in the Continuing Disclosure Agreement. The Underwriters’ obligation to purchase the Series 2010 A Bonds shall be conditioned upon receiving, at or prior to delivery of the Series 2010 A Bonds, an executed copy of the Continuing Disclosure Agreement. The Board of Governors became obligated to make annual disclosure of certain financial information by filing with each nationally recognized municipal securities information repository ("NRMSIR") in an offering that took place in 1997. Due to an administrative oversight, certain required financial information for the fiscal years ending 2006 and 2007 was not timely filed with each NRMSIR. All required information has since been filed, as well as a notice of late filing. The Board of Governors has implemented procedures to ensure timely filing of all future financial information. STATE NOT LIABLE ON THE SERIES 2010 A BONDS

THE SERIES 2010 A BONDS ARE PAYABLE FROM THE REVENUES DERIVED BY THE CORPORATION UNDER THE SERIES 2010 A AGREEMENT AND PROCEEDS OF THE POLICY AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE NOR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2010 A BONDS.

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COVENANT BY THE STATE

Under the Act, the State pledges and agrees with the owners of the Series 2010 A Bonds that the State will not limit or alter the rights vested in the Corporation until such Series 2010 A Bonds, together with the interest thereon, are fully met and discharged; provided that nothing in the Act shall preclude such limitation or alteration if and when adequate provision shall be made by law for the protection of the owners of such Series 2010 A Bonds. LEGAL MATTERS

All legal matters incidental to the authorization, issuance and sale of the Series 2010 A Bonds by the Corporation are subject to the approval of Edwards Angell Palmer & Dodge LLP, Bond Counsel, whose approving opinions, substantially in the form attached hereto as APPENDIX E, will be delivered with the Series 2010 A Bonds. Bond Counsel is not passing upon the accuracy or the adequacy of the statements made in the Official Statement except under the headings “INTRODUCTION,” “THE SERIES 2010 A BONDS,” (other than information under the subheadings “Debt Service Requirements” and “Book–Entry Only System”), “SECURITY FOR SERIES 2010 A BONDS,” “TAX EXEMPTION,” “STATE NOT LIABLE ON THE SERIES 2010 A BONDS,” “COVENANT BY STATE,” “LEGAL MATTERS” and Appendices C and E and Bond Counsel makes no representation that it has independently verified the same.

Moses & Afonso Ltd. will pass upon certain legal matters on behalf of the Corporation. Adler Pollock & Sheehan P.C., counsel to the Board of Governors, will pass upon certain legal matters on behalf of the Board of Governors. Partridge Snow & Hahn LLP, counsel to the Underwriters, will pass on certain legal matters on behalf of the Underwriters. LITIGATION

To the knowledge of the Corporation, there is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 2010 A Bonds or questioning or affecting the validity of the Series 2010 A Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization or existence, nor the title of the present members or other officers of the Corporation to their respective offices is being contested.

The Board of Governors, like other similar institutions, is subject to a variety of suits and proceedings arising in the ordinary course of business. No litigation, proceedings or investigations are pending, or, to the Board of Governors’ knowledge, threatened except litigation, proceedings or investigations in which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of an Authorized Officer of the Board of Governors, (i) are expected to be entirely within the applicable insurance policy limits (subject to applicable deductibles) or within other funds segregated for that purpose by the Board of Governors or (ii) will not have a materially adverse effect on the operations or condition, financial or otherwise, of the Board of Governors and the State Colleges. It should be noted, however, that in November 2007 the Board of Governors and the Community College of Rhode Island were ordered by an arbitrator to pay a contractor approximately $3.3 million in damages relating to the construction of a new facility. This decision was appealed to the Rhode Island Superior Court by the Board of Governors and the Community College of Rhode Island. On June 29, 2009, the Rhode Island Superior Court rendered its decision on the matter by vacating the arbitration award except for progress payments in the amount of $327,000 owed to the contractor and $155,000 owed to a subcontractor. The court decision has been appealed by the contractor to the Rhode Island Supreme Court and the matter may be assigned to the Appellate Mediation program. If the Board of Governors is unsuccessful in upholding the decision of the Rhode Island Superior Court currently on appeal, it is uncertain what, if any, impact the award could indirectly have on appropriations made by the General Assembly of the State to the State Colleges.

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RATING

Based on the issuance of the Policy by the Insurer concurrently with the delivery of the Series 2010 A Bonds, Moody’s Investors Service, Inc. (“Moody’s”) has given the Series 2010 A Bonds the rating of “Aa3” (negative outlook). Such rating expresses only the views of the rating agency.

An explanation of the significance of the rating given by Moody’s may be obtained from Moody’s Investors Service, 7 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007. There is no assurance that the rating will continue for any given period of time or that the ratings will not be revised downward or withdrawn entirely by Moody’s if, in the judgment of Moody’s, circumstances so warrant. Any downward revision or withdrawal of the rating may have an adverse effect on the market price of the Series 2010 A Bonds. The rating is not a recommendation to buy, sell or hold the Series 2010 A Bonds.

UNDERWRITING

The Underwriters have agreed, subject to certain conditions, to purchase the Series 2010 A Bonds from the Corporation at a price of $23,803,340.28, which consists of par amount of the Series 2010 A Bonds less net original issue discount of $42,480.70 less an underwriters’ discount of $159,179.02. The Underwriters’ obligations are subject to certain conditions precedent, and the Underwriters will be obligated to purchase all of the Series 2010 A Bonds if any Series 2010 A Bonds are purchased. The Underwriters may offer and sell the Series 2010 A Bonds to certain dealers and banks (including dealers depositing such Series 2010 A Bonds into investment trusts) at prices lower than such public offering price, and such public offering price may be changed, from time to time. FINANCIAL ADVISOR

The Corporation has retained FirstSouthwest (the "Financial Advisor") to serve as its financial advisor in connection with the issuance of the Series 2010 A Bonds. The Financial Advisor has not independently verified any of the information contained in this Official Statement and makes no guarantee as to its completeness or accuracy. The Financial Advisor’s fee for services rendered with respect to the sale of the Series 2010 A Bonds is contingent upon the issuance and delivery of the Series 2010 A Bonds, and receipt by the Corporation of payment therefor. FINANCIAL STATEMENTS

The audited financial statements of the State Colleges as of and for the fiscal years ended June 30, 2009 and June 30, 2008 have been included in APPENDIX B to this Official Statement in reliance upon the report of O’Connor & Drew, P.C. independent auditors. O’Connor & Drew, P.C., the Board of Governors' independent auditor, has not been engaged to perform and has not performed, since the date of its report included in APPENDIX B, any procedures on the financial statements addressed in that report. O’Connor & Drew, P.C. also has not performed any procedures relating to the Official Statement.

MISCELLANEOUS

The references to the Act and the Series 2010 A Agreement are brief summaries of certain provisions thereof. Such summaries do not purport to be complete, and reference is made to the Act and the Series 2010 A Agreement for full and complete statements thereof. The agreements of the Corporation with the holders of the Series 2010 A Bonds are fully set forth in the Series 2010 A Agreement, and neither any advertisement of the Series 2010 A Bonds nor this Official Statement is to be construed as constituting an agreement with the purchasers of the Series 2010 A Bonds. So far as any statements are made in this Official Statement involving matters of opinion, whether or not expressly so stated, they are intended merely as such and not as representations of fact. Copies of the documents mentioned in this paragraph are on file at the offices of the Trustee.

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Information relating to DTC and the book-entry only system described under the heading "THE SERIES 2010 A BONDS--Book-Entry Only-System" has been furnished by DTC and is believed to be reliable.

Attached to this Official Statement as APPENDIX A are letters from the Board of Governors that contains certain information relating to the State Colleges. While the information contained in APPENDIX A is believed to be reliable, the Corporation and the Underwriters can make no guarantees whatsoever with respect thereto. Also attached to this Official Statement as APPENDIX B are the audited financial statements of the State Colleges, as of and for the fiscal years ended June 30, 2009 and June 30, 2008, together with the independent auditors’ reports thereon. The Corporation and the Underwriters have relied on the information contained in Appendices A and B.

"APPENDIX C – Definitions of Certain Terms and Summary of the Series 2010 A Agreement" has been prepared by Edwards Angell Palmer & Dodge LLP, Bond Counsel.

"APPENDIX D – Schedule of Indebtedness of the Rhode Island Health and Educational Building Corporation" have been prepared by the Corporation.

The proposed form of legal opinion contained in APPENDIX E has been prepared by Edwards Angell Palmer & Dodge LLP, Bond Counsel.

"APPENDIX F – Form of Continuing Disclosure Agreement" has been prepared by Partridge Snow & Hahn LLP, counsel to the Underwriters.

"APPENDIX G – Specimen Municipal Bond Insurance Policy" has been provided by the Insurer.

The Board of Governors has reviewed the portions of this Official Statement under the headings THE

SERIES 2010 A BONDS – Debt Service Requirements," "THE PROJECTS," "ESTIMATED SOURCES AND USES OF FUNDS," "THE BOARD OF GOVERNORS AND THE STATE COLLEGES," the second paragraph under "CONTINUING DISCLOSURE," and, to the extent relating to the Board of Governors and the State Colleges, "INTRODUCTION" and "OTHER BONDOWNERS’ CONSIDERATIONS," the second paragraph under "LITIGATION" and APPENDICES A and B. At the closing, the Board of Governors will certify that such portions of this Official Statement, including APPENDICES A and B, do not contain an untrue statement of a material fact or omit a statement of material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.

The distribution of the Official Statement and its execution have been duly authorized by the Corporation.

RHODE ISLAND HEALTH AND EDUCATIONAL BUILDING CORPORATION

By: /s/ James K. Salome Chairperson

Dated: February 3, 2010

APPENDIX A Information Relating to the Board of Governors and the State Colleges

[THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX A-1

Information Relating to the University of Rhode Island


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February 3, 2010

Rhode Island Health and Educational Building Corporation 170 Westminster Street Providence, Rhode Island 02903 Dear Members of the Corporation: The Board of Governors for Higher Education (the “Board of Governors”) is pleased to submit the following information regarding the Board of Governors and the University of Rhode Island (the “University” or “URI”). This letter and the information contained herein are submitted to the Rhode Island Health and Educational Building Corporation (the “Corporation”) for inclusion in its Official Statement relating to its Higher Education Facility Revenue Bonds, Board of Governors for Higher Education Educational and General Revenue Issue, Series 2010 A (the “2010 A Bonds”). THE BOARD OF GOVERNORS FOR HIGHER EDUCATION

The Board of Governors, as described below, is the entity responsible for the management of the University. The Board of Governors for Higher Education, a public corporation established under Chapter 59 of Title 16 of the General Laws of Rhode Island, governs, and is responsible for the management of, the three public institutions of higher education in the State of Rhode Island (the "State"), the University of Rhode Island, Rhode Island College, and the Community College of Rhode Island (collectively, the "State Colleges").

Upon its organization in 1981, the Board of Governors became vested with the legal title in trust for the State to all property, real and personal, then owned by and/or under the control or in the custody of its predecessor, the Board of Regents for Higher Education, for the use of the State Colleges, including all departments, divisions and branches thereof.

The powers of the Board of Governors with regard to post-secondary educational institutions and functions include, among other things, the formulation of broad policy to implement its goals and objectives established and adopted from time to time, to maintain an Office of Higher Education, appoint a Commissioner of Higher Education to serve as Chief Executive Officer of the Board of Governors and Chief Administrative Officer of the Office of Higher Education, to appoint and dismiss Presidents of the State Colleges with the assistance of the Commissioner of Higher Education and other specified duties relating to the control of post-secondary educational institution and functions. The Board of Governors consists of twelve (12) public members appointed by the Governor of the State of Rhode Island and one (1) ex officio member appointed by the Board of Regents. There are currently two vacancies.

The Commissioner of Higher Education, Jack R. Warner, left his position with the Board of Governors on June 30, 2009, to take on a similar position in South Dakota. The Board of Governors has appointed Raymond DiPasquale to replace Mr. Warner as of January 1, 2010, for a term ending June 30, 2011.

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Member Occupation Term Ending

Frank Caprio, L.L.B., Chair Chief Justice of the Municipal Court of Providence; Senior Partner, Caprio and Caprio Law Offices

1/31/11

Kenneth Aurecchia, A.S., Secretary

Business Manager, Plumbers and Pipefitters Local 1 1/31/09*

Kathrin Belliveau, J.D. Brandon F. Brown

Attorney, Hasbro Inc. Student, URI

1/31/09* 1/31/10

Robert G. Flanders, Jr., J.D. Chair of the Board of Regents; partner, Hinckley, Allen and Snyder

1/31/09*

Joseph Hagan, Ed.D. President Emeritus, Assumption College and Roger Williams University

1/31/11

Pierre LaPerriere, M.B.A. Vice President/Corporate Director HR, Gilbane Company 1/31/10 Thomas Rockett, Ph.D. Consultant - Former Administrator, URI 1/31/09* Daniel J. Ryan, MBA, CPA Certified Public Accountant 1/31/11 Michael F. Ryan, B.S. President, RI Distribution for National Grid 1/31/06* Solomon A. Solomon, M.S. Former Administrator/Teacher, CCRI 1/31/09*

* Pursuant to Rhode Island General Law Section 16-59-2, serves until successor has been appointed and confirmed.

HISTORY OF THE UNIVERSITY

As the only publicly supported research institution in the State, the University is charged with providing an opportunity to state residents for undergraduate and graduate study at a “land grant,” “urban grant” and “sea grant” research university. As such, the University receives federal funding for land and sea research. The University had its beginning as the State Agricultural School chartered in 1888. The federal Morrill Act of 1862 provided the framework within which the school became the State’s land-grant institution and in 1892, the school became the Rhode Island College of Agricultural and Mechanic Arts. The first class of 17 members was graduated two years later. In 1909 the name of the College was changed to Rhode Island State College and the program of study was revised and expanded. In 1951, the college became known as the University of Rhode Island by act of the State’s General Assembly. The Board of Governors became the governing body for the University in 1981.

The University has a spacious country campus in Kingston, 30 miles south of Providence in the northeastern metropolitan corridor between New York and Boston. In addition to the Kingston Campus, the University has three other campuses. The 165-acre Narragansett Bay Campus (the “Bay Campus”), located six miles to the east overlooking the west passage of the Narragansett Bay, is the site of the Graduate School of Oceanography. The Alan Shawn Feinstein College of Continuing Education is housed in a renovated $35 million historic building in downtown Providence. In the western section of the State, 20 miles from Kingston, is the W. Alton Jones Campus. Its 2,300 acres of woods, fields, streams and ponds is the site of environmental education research and contains conference facilities for public and private use.

As of September 2009, the University had a combined graduate and undergraduate enrollment of

approximately 16,600 students and offers degree programs through the doctoral level. Freshman applications for fall 2008 were at record levels. Accredited academic programs are offered through its College of Arts and Sciences, College of Business Administration, College of Engineering, College of Human Science and Services, College of Nursing, College of Pharmacy, College of Environment and Life Sciences and the Graduate School of Oceanography.

The University’s mission is firmly rooted in the tradition of America’s unique land-grant idea -– that

universities exist to expand knowledge, to transmit it and to foster its application in the daily life of the nation. The University is building a new culture for learning, through collaborative teaching, learning and

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research, and through independent inquiry and free speech. As set forth in its Vision Statement, this culture generates a spirited public life for students, who will become engaged and productive leaders. The University’s research, scholarship, critical analysis and creative expression serve Rhode Island, the nation and the world. In this evolving future, a commitment to continuous improvement and high quality will guide decisions. The University community respects the dignity of each individual, valuing the diversity, while demanding of itself uncompromising integrity, with imagination and pride evident in every aspect of its work.

The University's Vision Statement has served as a guideline for reconciling the University's past with

its future, its mission with its resources. In its quest for knowledge, the University is building a new culture for learning - a more focused environment that fosters a collaborative approach to its historic mission. The creation in 1995 of the first interdisciplinary partnerships was an important initiative that has enhanced the University's traditional mission of research, teaching and outreach. Currently, faculty and staff members representing more than 40 different departments and more than 80 outside organizations are actively involved in 10 partnerships - a collaboration of undergraduate and graduate students, faculty, staff, public agencies and private enterprise - taking on some of society's most challenging issues and demands for the application of new technology, while engaging students in critical research projects. The number of student participants ranges from 15 to 50 per academic year in each partnership, with roughly an equal division between undergraduate and graduate students. During academic year 2007-2008, the University added a new partnership entitled, "The University of Rhode Island Partnership for Energy." This partnership and the new Center for Offshore and Renewable Energy at the Graduate School of Oceanography will serve the State and nation by exploring alternative environmentally-friendly energy sources.

The University maintains a balanced commitment to excellence in teaching, research, and public service. A collaborative, personal and innovative public institution, URI is opening doors to the future for its students with education that emphasizes communications, quantitative analysis and critical thinking. URI encourages interdisciplinary exploration and a style of learning that takes education out of the classroom and into the world beyond. Through the University's partnerships, URI enables students, faculty, government and the business community to learn and conduct research together in dynamic, flexible environments.

The University has more than 1,000 ongoing research, educational, and creative projects. In fiscal year 2009, it received more than $82 million in research funding from foundations, commercial firms and federal and state government. In recent years, the National Research Council has ranked URI’s Graduate School of Oceanography as fifth among oceanographic institutions. In 2008, University researchers received a $5 million grant for its new Center of Excellence for Explosives Detection, Mitigation and Response Center from the U.S. Department of Homeland Security. In 2009, a $4.9 million grant from the National Science Foundation was awarded to the College of Environment and Life Sciences for its RI Technology Enhanced Science Program in GeoScience.

Over the last few years, more than a dozen URI students and faculty members have received

prestigious Nobel, Fulbright, MacArthur, Truman, Goldwater, McNair, Rhodes and other international awards, scholarships and fellowships.

ADMINISTRATION OF THE UNIVERSITY

All finance and budgetary matters of the University are managed by the Board of Governors. See “FINANCES/BUDGET” below. The President is the Chief Administrative Officer of the University. Assisting the President are the Provost and Vice President for Academic Affairs, the Vice President for Administration and Finance, the Vice President for Student Affairs, the Vice President for University Advancement and the Vice President for Research and Economic Development.

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Dr. David M. Dooley, President. On July 1, 2009, Dr. David M. Dooley became the 11th president of the University of Rhode Island. Prior to assuming his position with the University, Dr. Dooley served as provost and vice president of academic affairs at Montana State University in Bozeman, Montana. Dr. Dooley earned a Bachelor of Arts degree in Chemistry from the University of California in San Diego and a Doctorate in Chemistry from California Institute of Technology in Pasadena. He began his career in higher education in 1978 as an assistant professor at Amherst College in Amherst, Massachusetts, and later became a full professor and department chair there. When he left Amherst for Montana State in 1993, one of his primary responsibilities as chair of the university's department of chemistry and biochemistry was to strengthen that unit. That department is now considered one of the strongest at Montana State. Dr. Dooley has nearly sixteen years' experience as chief academic officer and department chair at Montana State. He led the chemistry and biochemistry department for six years before being appointed provost and vice president for academic affairs. Dr. Dooley maintained an active laboratory while serving as provost at Montana State, and his research is currently funded by the National Institute of Health and the National Science Foundation. He chaired the university's planning, budget and analysis committee which is responsible for strategic planning, assessment and setting the university's operating budget. He also managed the university's international partnerships. Dr. Dooley has been a central figure in attracting research dollars to Montana State, helping to grow that budget from almost nothing to $100 million during his tenure.

Dr. Donald H. DeHayes, Provost and Vice President for Academic Affairs. Dr. Don DeHayes came to the University in 2008 after a 30-year career at the University of Vermont, the last eight years of which he served as Dean of the Rubenstein School of Environment and Natural Resources. He received his Bachelor’s degree from the State University of New York at Stony Brook and his Master’s and Doctorate degrees, both in forest genetics, from Michigan State University. As dean of the Rubenstein School, Dr. DeHayes led an effort to transform the School by recasting its mission, establishing a completely new curriculum, hiring new faculty and building a respected interdisciplinary research enterprise. In 1993, Dr. DeHayes was the recipient of the Kroepsch-Maurice Award for Outstanding Undergraduate Teaching at the University of Vermont, an honor given to just one full professor each year. In 2001, he was recipient of the University of Vermont’s Scholar Award in recognition of sustained excellence in research and scholarship. In 2006, the endowed Donald DeHayes Multicultural Scholarship fund was established at the University of Vermont to honor Dr. DeHayes’ efforts to support cultural diversity and equity. He has been the recipient of research and education grants exceeding $13.5 million and is the author of approximately 100 published articles and book chapters.

Robert A. Weygand, Vice President for Administration and Finance. Mr. Weygand was appointed vice president for administration in March, 2004. He is the University’s chief financial officer and chief operation officer and is credited with implementing significant improvements to streamline business and operational processes, implementation of PeopleSoft systems, overseeing the largest construction period in URI history, and securing significant legislative approvals for research and capital projects. Mr. Weygand holds two Bachelor’s degrees and a Master’s degree from the University of Rhode Island, has been an Adjunct Assistant Professor at the University’s Landscape Architecture Program for 17 years and is a Fellow of the American Society of Landscape Architects. Prior to his assuming his position at URI, Mr. Weygand was president and chief executive officer of the New England Board of Higher Education, a congressionally charted higher education collaborative that operates the Regional Student Program. From 1997 to 2001, Mr. Weygand was a Member of Congress representing Rhode Island’s Second Congressional District, subsequent to serving two terms as Rhode Island’s Lieutenant Governor from 1993 to 1997 and serving as a state representative in Rhode Island’s general assembly for four terms. He has served on a variety of commissions, boards, foundations and committees and has received dozens of awards and honors for his leadership and service which includes being the first recipient of the Rhode Island Service Star for exceptionally distinguished and courageous service, the first civilian to receive the FBI Award for Exceptional Public Service and the American Society of Landscape Architects national award for distinguished service to the society. In 2001, Mr. Weygand and his wife established an endowed scholarship for non-traditional students through the University of Rhode Island Foundation (the “URI Foundation”) where he serves as a trustee.

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Robert Beagle, Vice President for University Advancement. Since 1991, Mr. Beagle has served as vice president for advancement at the University of Rhode Island. From 1987 through 1991, Mr. Beagle served as the first vice chancellor for advancement in the Minnesota State University System. From 1982 through 1987, Mr. Beagle was vice president for university relations at Edinboro University of Pennsylvania, during which the university conducted its first capital campaign. From 1979 through 1982, he served as an executive assistant to the president at Edinboro, where his responsibilities involved staff support as well as legislative relations. Mr. Beagle holds a Bachelor's degree in political science from Dickinson College in Carlisle, Pennsylvania, and has completed a Master's degree and doctoral course work in Communications at Pennsylvania State University. He has been a university faculty member and a university debate coach. In 1976, he received the Commonwealth of Pennsylvania Distinguished Teaching Chair. When he arrived in Kingston, the University’s endowment was $12 million and now endowment funds total $95 million, due in great measure to a comprehensive development strategy that put in place staff and resources to raise funds from alumni, friends of the University, corporations and foundations. In 1992, he launched the University’s first capital campaign with a goal of $50 million. When the campaign ended, it had raised $15 million more than the goal. Launched in October 2007, the University’s second comprehensive campaign with a goal of $100 million finished 15 months ahead of schedule. It will continue to receive donations until December 31, 2010.

Dr. Thomas Dougan, Vice President for Student Affairs. Dr. Dougan was appointed as the vice president for student affairs after serving the University in various capacities since his arrival in 1985, including assistant vice president for student affairs and director of student life. Prior to coming to the University, Dr. Dougan served as assistant dean for student services at the University of Florida for eight years, as well as four years as director of student activities at Capital University and Longwood College. After earning his Bachelor's degree in math education from Edinboro State College and a Master’s in college student personnel from Western Illinois University, he earned a Doctorate in Educational Administration at the University of Florida, Gainesville. Dr. Dougan is a member of many professional associations, councils and committees. In the fall of 2000, the University’s fraternities and sororities established the Dr. Thomas R. Dougan Annual Academic Scholarship in his honor.

Dr. Peter Alfonso, Vice President for Research and Economic Development. Dr. Alfonso joined

the University in 2007. In previous research administration positions, he served as the Vice President for Research at the University of North Dakota, Associate Vice President for Research at the University of Tennessee and as Associate Provost for Research, University of North Carolina at Greensboro. From 1991-99, Dr. Alfonso was the Professor and Head of the Department of Speech and Hearing Science at the University of Illinois at Urbana-Champaign and from 1977-91, he served as research scientist at the Haskins Laboratories in New Haven, Connecticut and as assistant professor, associate professor, and professor of Speech-Language Pathology and Audiology at the University of Connecticut. He has held a number of adjunct research and academic appointments in the United States and abroad. Since earning his Doctorate in Speech Science and Experimental Phonetics from Purdue University in 1977, he has been awarded over $20 million in federal research awards, and has published over 130 book chapters, articles, and abstracts in speech acoustics, perception, and speech physiology. Dr. Alfonso is a 1990 Fulbright Research Scholar to The Netherlands, a Fellow of the American Speech-Language-Hearing Association, and a Fellow of the American Council on Education. UNIVERSITY COMMUNITY

The University community consists of the student body, faculty, administration, staff and alumni. The Faculty Senate represents the faculty and was authorized in 1960 by the general faculty to conduct any business assigned to the faculty by law or by the Board of Governors. The Graduate Council is the representative body for the graduate faculty and determines the academic policies for graduate study.

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The voice of the alumni is heard through the Alumni Association that includes all those who have attended the University for two semesters or more and whose class graduated. The organization, with over 100,000 members, promotes the interests of the University and maintains the ties of alumni with their alma mater through programs, services and the publication bulletins. An annual fund drive provides scholarship and other University aid.

Major changes have occurred in alumni relations programming at the University. A primary focus has been to build an alumni program that can bolster a major gift development program. Initiatives have included: the creation of events with more substantive programming (for example, a popular "Behind the Scene" program featuring distinguished alumni is in place in key metropolitan areas); a doubling of out-of-state chapters; a revamping of the alumni communications program, including the alumni magazine; and the introduction of academic college-based alumni programming.

FACULTY AND STAFF

As of October 1, 2009, the University had 3,089 employees, including 745 faculty, 1,777 administrative staff and 567 graduate assistants. Of the full-time faculty, 90% had terminal degrees, the highest degree obtainable in their respective fields. Tenure at the University provides for continuing academic appointment which may not be terminated by the University except for cause and after the individual has been accorded the rights of due process. Tenure-track positions are those held by full-time faculty with the issuance of a contract and are subject to review whereby permanence is granted after the contracted number of years and by vote of the Board of Governors. Non-tenured faculty have no such provision in their contracts with the University and are not guaranteed continuing appointments. More than 81% of the faculty hold tenure-track positions.

FALL 2009 CONTINUING TENURE-TRACK FACULTY BY RANK AND GENDER

RANK MEN WOMEN TOTAL Professor 242 85 327 Associate Professor 70 72 142 Assistant Professor 40 65 105 TOTAL 352 222 574 Source: Office of Institutional Research.

The student/faculty ratio for Fall 2009, based on full-time equivalent undergraduate students and including adjunct faculty is 14.7 to 1. Faculty Compensation Faculty compensation is determined through a collective bargaining process between the Board of Governors and University faculty representatives of the Association of American University Professionals (“AAUP”). In the 2006-07 contract, University faculty across all ranks received an average overall salary increase of approximately 3.5%. Based on AAUP data, faculty compensation is comparable to that of similar institutions of higher education. In 2008, the University ratified a three-year agreement with the AAUP identifying salary increases of 2.5% for fiscal years 2008 and 2009 and three percent for fiscal year 2010. Employee Relations The University considers its relations with its faculty and staff to be good. Fringe benefits include disability insurance, group life insurance, health insurance, dental insurance, retirement plans and a tuition remission program.

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Approximately 40% of the University’s employees participate in the State’s employees retirement system. The other 60% of faculty and professional staff participate in the Board of Governors defined benefit retirement plan, to which both the staff and the University make contributions. The following employee units comprise the University’s employee complement:

EMPLOYEE UNITS as of October 1, 2009

Number of Employees* Date Agreement Expires Faculty – American Association of University Professors (AAUP) 694 6/30/10 Professional Staff (Directors, Assistant Directors, Managers, etc.)

– Professional Staff Association (PSA/NEA) 417 6/30/10 Professional/Technical/Administration

Association (PTAA) 184 6/30/10 United Nurses and Allied Professionals, Local 5019 14 6/30/11 Association of Clerical/Technical National Education Association (ACT/NEA) 311 6/30/11 RI Public Employee. Union - Council 94 (Local 528) – American Federation State County Municipal Employees

(AFSCME, AFL-CIO) 532 6/30/10 Maritime Professional Assoc (MPA) 10 6/30/10 Physicians Association – RIEA/NEA 4 8/30/10 Faculty Non-union 51 N/A Staff Non-union 305 N/A TOTAL 2,522 _____________________________ Source: University Labor Relations *Excludes graduate assistants ACADEMIC PROGRAMS

Accreditations and Memberships The courses and programs of study offered by the University are approved by the national accrediting agencies and are accepted for credit toward college degrees by other approved institutions for higher learning. National accreditation agencies which have approved the quality of the course offerings of the University include the American Association of Universities, the American Assembly of Collegiate Schools of Business, the American Chemical Society, the American Council on Pharmaceutical Education, Library Association, the American Speech-Language and Hearing Association, the National Council for Accreditation of Teacher Education, the American Physical Therapy Association, the American Dietetic Association, the American Society for Landscape Architecture, the American Psychological Association, the Accreditation Board for Engineering and Technology, the National Association of Schools of Music, the National League for Nursing and the New England Association of Schools and Colleges. The University is also an approved member of the American Association of University Women, Council of Graduate Schools in the United States, the North American Association of Summer Sessions and the National University Extension Association. Degree programs and non-credit courses and workshops are offered through the University’s Alan Shawn Feinstein College of Continuing Education in downtown Providence. Research is conducted in all colleges of the University, and grants from federal, state, and other sources over the past five years have exceeded $353 million. The University offers extensive public service programs through its environmental center and conference center at the W. Alton Jones Campus in West Greenwich, at the

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marine facility located on the Narragansett Bay Campus, and through the Cooperative Extension Service with offices located in Newport, Greenville, East Greenwich and Providence. Undergraduate Programs All University undergraduate programs provide a balance of studies of the natural and social sciences, the humanities and professional subjects. Undergraduate students have more than 125 degree options and may earn the following degrees: Bachelor of Arts, Bachelor of Science, Bachelor of Landscape Architecture, Bachelor of General Studies, Bachelor of Fine Arts and Bachelor of Music. The College of Pharmacy offers the six-year Doctor of Pharmacy degree for students seeking admission at the undergraduate level. Students selected for the six-year Doctor of Pharmacy program enter as freshmen and must complete a two-year pre-professional curriculum before being guaranteed a seat in the third year (first professional year), if they meet minimum prerequisites. Freshmen entering the University in pursuit of an undergraduate degree are enrolled first in University College, a two-year introductory program consisting primarily of liberal art prerequisites. Undergraduates have a wide choice of programs in which to choose a major. The advising program in University College provides assistance in making this decision and in choosing appropriate courses. Undergraduate Degrees Awarded The following table summarizes the undergraduate degrees and pharmacy professional degrees awarded by the University during the last 10 years.

ACADEMIC YEAR UNDERGRADUATE DEGREES PHARMACY PROFESSIONAL 1999-00 1,771 64 2000-01 1,803 73 2001-02 1,893 78 2002-03 1,958 55 2003-04 2,122 78 2004-05 1,889 80 2005-06 2,015 87 2006-07 2,008 85 2007-08 2,201 87 2008-09 2,276 93 __ __ Source: Office of Institutional Research

University’s Graduate Program Study at the graduate level leads to the Masters Degree in 48 areas of study and the Degree of Doctor of Philosophy in 36 areas. Students may earn the following degrees: Master of Arts, Master of Science, Master of Business Administration, Master of Community Planning, Master of Environmental Science and Management, Master of Library and Information Studies, Master of Marine Affairs, Master of Music, Master of Oceanography, Master of Public Administration and Doctor of Philosophy. Students holding the Baccalaureate Degree (elsewhere referred to as Bachelor’s Degree) from this University or from another institution having equivalent requirements may be admitted for graduate study providing that their credentials meet the standards set by the Graduate School and by the department in which they wish to study and providing that facilities for study are available in their field of interest.

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The Graduate School of Library and Information Studies on the main campus offers study leading to the Master of Library and Information Studies Degree. Students in undergraduate and other graduate programs may, with approval of the advisor, enroll in library courses that relate to their studies. The Graduate School of Oceanography at the Narragansett Bay Campus offers study leading to the Master of Science and Doctor of Philosophy Degrees in the areas of biological, chemical, geological and physical oceanography.

The University interviews prospective applicants to the graduate degree programs and, based on this pre-qualification, advises prospective students concerning the likelihood for acceptance to the graduate programs. It is for this reason that the University has a high percentage of applicants accepted. Graduate Programs The following table summarizes the graduate degrees awarded by the University during the last decade:

YEAR MASTERS DOCTORATE TOTAL 2000 491 84 575 2001 491 95 586 2002 565 77 642 2003 485 77 562 2004 507 79 586 2005 544 74 618 2006 493 67 560 2007 556 85 641 2008 481 68 549 2009 509 90 599

______ Source: Office of Institutional Research.

STUDENT BODY

Undergraduate The University’s total Fall 2009 enrollment of 16,392 students is comprised of 13,234 full- and part-time undergraduate students, 603 pharmacy six-year first professionals, and 2,555 graduate students. Approximately 49% of the freshmen for the 2009 academic year were Rhode Island residents. The University conducts a yearly aggressive comprehensive admissions marketing program to attract and enroll a diverse, academically-qualified student body. The University participates in more than 1,400 higher education representative programs run by high schools, junior colleges, colleges, universities and college placement agencies for freshman and transfer students around the country. The University also participates in numerous regional and national fairs sponsored by the New England and National Associations of College Admissions Counselors. Alumni Admissions Volunteers host student receptions, represent the University at numerous College Fairs and are available for off-site interviews. Personal contact recruitment ranges as far west as California and as far south as Puerto Rico. The Office of Admission received and reviewed more than 16,000 applications for enrollment, which represents a more than one percent increase from previous year. Transfer applications for admission increased by nearly six percent this year. The University began participating in the Common Application Group in July 2009. The University hosts Fall “Meet the University” programs and Spring “Welcome Day” programs for accepted students and their families. Each Spring a reception for accepted Centennial Scholarship winners is conducted to improve the yield of matriculation of these academically talented students. A phonathon is conducted by faculty and students to all accepted new students in early Spring to enhance yield. High school and junior college counselors are invited to information dinners and luncheons. “Meet

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the University” open house programs are held in the Spring for high school juniors and their parents. Also, numerous informational “How to Apply to College” programs for high school juniors and their parents are conducted by admissions personnel in high schools throughout the State. The Centennial Scholarship Program, initiated in September 1994, recognizes the superior performance of the University’s best freshmen candidates by offering grants of various amounts up to full tuition based strictly upon academic achievement. These grants are renewed each year as long as the recipient maintains continuous full-time enrollment and a grade point average of 3.0 or higher. Freshmen must apply for admission by December 15 to be considered for a Centennial Award. Currently, 1,911 Centennial Scholars are enrolled at the University. Approximately 14% of an incoming Freshmen Class consists of Centennial Scholars. Their inclusion in the undergraduate student body has significantly changed the academic profile of each new entering class and increased the academic rigor of the academic experience. The most popular undergraduate major is Nursing - followed by Communication Studies, Psychology, Physical Education, Pharmacy (Pharm D), and Human Development and Family Studies. The University participates in the College Board’s student search service to identify potential applicants who would enhance the academic quality of each new class. The University distributes recruitment publications throughout the country using direct mail, college fairs, high school visits and alumni admission representatives in order to measure effectiveness and to ensure the most positive use of resources, the University continually evaluates its recruitment and admission marketing activities through participation in the College Board of Enrollment Planning Service and offer various surveys. Freshman applications for the Fall 2009 academic year were the highest in the University’s history and have increased by more than 20% from Fall 2005. The University began accepting the Common Application in July 2009. Enrollment for Fall 2009 represented more than a 28% increase from Fall 2005.

Freshman and Transfer Applications

Admission Fall 2005 Fall 2006 Fall 2007 Fall 2008 Fall 2009 Freshman Applicants 13,388 13,545 14,364 15,877 16,126 Freshman Accepted 10,327 10,199 11,370 12,724 13,240 Percent Accepted 77% 76% 79% 80% 82% Freshman Enrollments 2,491 2,780 3,174 3,191 3,201 Percentage Enrolled 24% 27% 28% 25% 24% Transfer Applicants 1,340 1,488 1,659 1,443 1,346 Transfer Accepted 860 854 1,082 978 955 Percent Accepted 64% 57% 65% 68% 71% Transfer Enrollments 732 568 615 508 536 Percent Enrolled 85% 67% 57% 52% 56%

_______________________________________________ Applicant Source: Office of Undergraduate Admission

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The following table presents information on the undergraduate student body.

FRESHMAN STUDENT GEOGRAPHIC DISTRIBUTION Fall Rhode Island Other States

Number % Number % 2000 1,023 45 1,268 55 2001 1,011 47 1,137 53 2002 1,145 48 1,238 52 2003 1,230 46 1,452 54 2004 1,219 45 1,486 55 2005 1,265 51 1,226 49 2006 1,384 50 1,396 50 2007 1,492 47 1,682 53 2008 1,538 48 1,653 52 2009 1,635 51 1,566 49

________ Source: Office of Institutional Research.

The current (Fall 2008 cohort) retention rate of entering freshman is 79% at the end of the first year. Approximately 59% of the Fall 2004 freshman class graduated in five years or less. The University attributes its ability to attract quality students to its excellent academic programs, quality of faculty, reputation for preparing students to make a positive contribution of leadership to their communities and the Centennial Scholarship Program that rewards high academic achievement. The average SAT Reasoning Test (“SAT”) scores for undergraduate freshmen enrolling historically has been higher than the national mean as presented below: Fall 2005 Fall 2006 Fall 2007 Fall 2008 Fall 2009

SAT Scores Verbal/Math Mean 552/568 541/558 540/554 531/546 528/541

SAT Scores Total Mean 1120 1099 1094 1077 1069 National Total Mean 1028 1021 1017 1017 1016 URI Scores in Excess of Mean 92 78 77 60 53 ______ Source: Office of Institutional Research.

Enrollments The following table shows the University’s enrollment for the 10 academic years from Fall 2000 through Fall 2009 for full-time and part-time undergraduate and graduate students. There are 603 First Professional students also enrolled this Fall. Undergraduate enrollment was at a 20-year high in Fall 2009.

UNDERGRADUATE GRADUATE SCHOOL Academic Year Full-Time Part-Time Total Full-Time Part-Time Total

1999 9,038 1,946 10,984 1,042 2,551 3,593

2000 9,109 1,924 10,943 1,034 2,295 3,329

2001 9,217 1,819 11,036 1,015 2,213 3,228

2002 9,446 1,831 11,277 1,024 1,879 2,903

2003 9,818 1,994 11,812 1,093 1,886 2,979

2004 10,220 1,726 11,946 1,077 1,726 2,803

2005 10,317 1,782 12,099 1,020 1,976 2,996

2006

2007

2008

2009

10,766

10,861

11,123

11,776

1,665

1,655

1,670

1,458

12,431

12,516

12,793

13,234

1,008

987

1,007

1,034

1,623

1,577

1,528

1,521

2,631

2,564

2,535

2,555 ______ Source: Office of/Institutional Research.

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A majority of URI students come from Rhode Island (63.6%), followed by Massachusetts (10%), New Jersey (6.8%), Connecticut (6.3%), and New York (6.1%). URI students hail from 55 U.S. states, territories and the District of Columbia. Non-resident students number 468 originating from 64 foreign regions. Projections of future high school graduation rates indicate continued strength in these geographic areas with the possibility of an increase in market share in selected sites. The number of out-of-state students was at a 10-year high in Fall 2008.

Efforts to increase student retention are being implemented in anticipation of the decline in traditional freshman applications after 2008, reflecting demographic trends for students at college-entry age levels. Examples of some current plans are the University's participation in the Common Application program; expansion in outreach to alumni for recruitment assistance, including providing scholarships to out-of-state alumni nominees; upgrade to Admissions web site to enhance its appeal; and an additional Welcome Day has been added to orient incoming students. Special Academic Opportunities Honors Program ⎯ The University’s Honors Program offers bright and motivated students opportunities to broaden their intellectual development and to strengthen their preparation in major fields of study. National Student Exchange Program ⎯ The National Student Exchange (“NSE”) Program offers University students the opportunity to study at more than 155 participating state college and universities (some private institutions as well) throughout the United States and its territories, for a semester or academic year and pay in-state tuition rates while maintaining their status as University students. New England Land Grant Student Exchange Program ⎯ Students with special academic interests may take advantage of the talent and resources available at other state universities in the region without having to become a degree candidate at another institution. Under a cooperative agreement, the University students can study for one or two semesters at other New England Land Grant institutions if they wish to take a sequence of courses or part of a program that is not available at the University. Ocean Studies ⎯ Undergraduates are encouraged to explore opportunities on the Narragansett Bay Campus for active participation in Oceanographic Science. Study Abroad ⎯ The Office of International Education sponsors University programs abroad, helps students make arrangements for foreign study, and maintains information about overseas study programs. The Office also assists in the evaluation of credits from study abroad. The University sponsors exchange programs with universities in Austria, England, France, Japan, Korea, Mexico, Spain and Venezuela and is a member of several consortiums that enable URI students to participate in programs around the world. The University also participates in the New England-Quebec and New England-Nova Scotia Exchange Programs, offering URI students the opportunity to study at any of the 21 English and French speaking universities in these provinces on an exchange basis. University Year for Action (“UYA”) ⎯ The UYA Internship Program administered by the Office of Internships and Field Experience is an academic program that provides undergraduate students with opportunities for professional development in a field of study. It is especially designed for the motivated student who wishes to apply classroom learning to a field experience in a career-related setting. Army Reserve Officer Training Corps (“ROTC”) ⎯ The University’s Military Science Department offers the Army Reserve Officers Training Program. Qualified students are commissioned as officers in the United States Army upon receipt of their University degree and completion of the Officer Training Program. Officer graduates may opt for part-time service with the National Guard or Army Reserve.

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Alan Shawn Feinstein College of Continuing Education ⎯ The School of Continuing Education affords an individual the opportunity to pursue his or her education as a degree candidate in one of the Baccalaureate or Masters Degree programs; as a student in non-degree programs; or for personal enrichment. University of Rhode Island & Brown University Early Identification Program for Rhode Island Residents ⎯ This plan provides for the early identification and acceptance into the Program of Medicine at Brown University of highly motivated, exceptionally qualified and interested students at the University and at Providence College. The plan offers virtual assurance of a position in Brown University’s Program in Medicine as long as the student completes the required courses and maintains good academic performance. Access and Affordability In order to offer a wide range of programs and bring additional diversity to the academic community, the University also enrolls a significant number of out-of-state students. Because of the University’s mission, the admissions policy is "selective" in that only students judged prepared for university-level study are granted regular admission. In response to the charge of accessibility and affordability and recognizing the increasing educational diversity of potential students, the University maintains several programs for special populations and has started several new initiatives as well. The University has worked with the Office of Higher Education to keep its tuition and fee rates affordable and competitive. In addition to its traditional menu of financial aid programs, the University has the following special programs aimed at increasing access and affordability

Articulation Transfer Program ⎯ The University supports and participates in the Board of Governors’ Articulation Transfer Program. In addition, the University has an agreement with the State University of New York System in the area of the environment and life sciences and continues to explore similar arrangements with other institutions. Minority Recruiting ⎯ The Office of Admissions has initiated numerous recruitment activities to increase minority enrollment. Activities include presentations at college fairs, participation in high school career days, phonathons, and targeted mailings. Admissions staff attend more than 30 events in-state and out-of-state and visit 15 out-of-state high schools with significant minority populations. Feinstein Scholars ⎯ Income from an endowment provides support for undergraduates at the Alan Shawn Feinstein College of Continuing Education (“ASFCCE”). The urban setting of ASFCCE combined with its mission creates a student body that is unique in its diversity. The student body is comprised of individuals who are significantly different from the more traditional students who make up the majority of the Kingston campus undergraduate student body. Scholarships targeted for ASFCCE serve single parents; graduate equivalency diplomas and students whose primary language is not English; and non-traditional as well as academically challenged and returning students. Guaranteed Admissions Program (“GAP”) ⎯ This program has been functioning for over ten years under the leadership of the University’s Urban Field Center in Providence. Its purpose is to promote an early identification of middle school age children in the greater Providence schools who show academic promise but who could be potential school dropouts. These students receive special attention throughout junior high school to ensure that they follow a pre-college preparatory program of study. At the completion of the ninth grade, they are invited to participate in a summer component of the GAP program. During their sophomore year in high school, they attend a contract-signing program in their community where they join with their high school principals, their parent or guardian, and the University’s Dean of Admissions and actually sign a contract that includes the following:

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Students in the program must maintain a C+ average, attend workshops, participate in support programs and have a good attendance record. The parents must support the students in these activities. The University guarantees those students who fulfill these commitments a place in the freshman class. University representatives work with the students during their high school careers to ensure that they select the appropriate courses and learn about the University and its opportunities.

Academic Initiatives in Support of Diversity ⎯ A Faculty Senate-appointed subcommittee of the University College and General Education Committee (“UCGE”) developed a plan to address the formal inclusion of diversity in the General Education Program. That plan is currently being reviewed by the UCGE Committee and a smaller task force is working on an implementation proposal with the goal of presenting it by the end of this academic year. In addition, a Distinguished Scholar-in-Residence was appointed as Director of the Center for Non-Violence and Peace Studies. Diversifying the faculty and supporting these faculty members remain high priorities for the University. Learning Assistance Center ⎯ This Center provides individual and group study skills assistance including workshops (reading and memory, efficient note taking, time management, strategies for success), individual tutoring, and group tutoring for identified high-risk courses. Approximately seven hundred students use the services each semester. They attend on a voluntary basis, and students on probation are strongly encouraged to use the services that are designed specifically for them. A major emphasis of the workshops is to aid new students in making a successful transition from high school to college. Special Programs for Talent Development (“SPTD”) ⎯ SPTD encourages applications from socially, economically and culturally disadvantaged individuals from Rhode Island. To encourage applications from such applicants, the University has instituted recruiting and pre-matriculation programs. In addition, students admitted to SPTD with financial need are eligible for financial aid. This program not only provides assistance to identified individuals with academic promise, but also assists the University in meeting its goal of diversifying the student body. While some SPTD students are white, the majority are African American, Hispanic, Asian, Cape Verdean or Native American. Indicators of Success The University is enjoying two major shifts as a result of efforts to increase accessibility and affordability: 1) the Centennial Scholars Program; and 2) the emphasis on diversity. For the past few years, the Centennial Scholars academic profile has reflected an SAT average of 1240 and a top 13% high school class rank. Centennial Scholars have significantly influenced the academic culture in the classroom and on the campus. The percentage of minority students in the Fall 2008 incoming freshman classes was 14%. Promoting diversity is creating a richer cultural environment complementary to the enriched intellectual environment. These two factors frequently overlap in the activities and accomplishments of groups and individuals. In March 2005, the University was named a 2004 Truman Foundation Honor Institution, the first public university in New England to receive the honor and one of three selected nationally. URI, which has had 12 Truman Scholarship winners, was selected for encouraging talented students to pursue careers in public service and for helping students win Truman Scholarships, including three in the past four years. In addition to the Truman awards, URI students have won a variety of national scholarships including the Udall, Goldwater, National Security Education Fellowships, the Madison, and the Fulbright. A URI student-athlete also became the first in University history to earn an NCAA Post Graduate Scholarship in early 2005. A recent alumna became the University’s first Rhodes Scholar, the first woman at a four-year public institution in New England to earn the coveted honor.

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Tuition and Fees

The chart below summarizes the University’s tuition trends over five years.

FULL-TIME UNDERGRADUATE STUDENT TUITION AND FEES

2005-2006 2006-2007 2007-2008 2008-2009 2009-2010 % Increase

In-State Tuition $5,258 $5,656 $6,440 $7,454 $8,238 10.5% Room (Double) $5,375 $5,579 $5,695 $6,036 $6,398 6.0% Board (Average Meal Plan) $3,230 $3,376 $3,356 $3,510 $3,708 5.6% Comprehensive Fee $2,026 $2,068 $2,276 $1,756 $1,822 3.8% TOTAL COST $15,889 $16,679 $17,767 $18,756 $20,166 7.5%

Out-Of-State Tuition $17,900 $19,356 $21,294 $23,552 $24,736 5.0% Room (Double) $5,375 $5,579 $5,695 $6,036 $6,398 6.0% Board (Average Meal Plan) $3,230 $3,376 $3,356 $3,510 $3,708 5.6% Comprehensive Fee $2,026 $2,068 $2,276 $1,756 $1,822 3.8% TOTAL COST $28,531 $30,379 $32,621 $34,854 $36,480 4.7%

GRADUATE TUITION

2005-2006 2006-2007 2007-2008 2008-2009 2009-2010 % Increase

In-State $5,522 $6,032 $6,936 $8,024 $8,828 10.0% Out-Of-State $15,992 $17,288 $19,044 $21,046 $22,100 5.0% Source: University Budget Office

As a public educational institution, the State's financial appropriation to the University and the State's financial condition directly impact tuition rates. Due to a significant reduction in the State appropriation to Rhode Island higher education, an emergency surcharge for the Spring 2009 semester was assessed to all students. For the University, the surcharge was $250 for full-time students and $10 per credit hour for part-time students. Tuition and fees proposed for Fall 2010 reflect an increase of 7.4% for in-state students and 4.6% rise in out of state student charges.

2008-2009 Annual Undergraduate Tuition, Fees, Room and Board Charges

Comparison Among Peer Institutions TUITION and FEES ROOM and BOARD In-state Out-of-state In-state/Out-of-state University of Vermont $12,844 $29,682 $8,534 University of New Hampshire $11,756 $25,236 $5,306 University of Connecticut - Storrs $9,318 $24,030 $7,088 University of Virginia $9,300 $29,600 $8,190 University of Rhode Island $9,210 $25,308 $9,546 University of Delaware $8,646 $21,126 $8,478 James Madison University $6,964 $18,458 $7,172 North Dakota State University - Main Campus $6,226 $15,015 $5,776 Montana State University - Bozeman $5,760 $16,280 $6,290 University of Maine $5,515 $12,220 $8,008 University of Wyoming $2,212 $5,917 $7,060

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Financial Aid

In Fiscal Year 2008-09, the University awarded more than $179 million of financial aid.

FINANCIAL AID AWARDS By type of fund and program 2008-09

Type of Fund and program Amount Share of total Number of Recipients* % Federal funds Federal grants $10,369,359 5.77 3,678 Federal loans $79,046,751 44.02 15,499 College work study $ 883,344 0.49 556 Subtotal federal funds $90,299,454 50.29 19,733 State funds Rhode Island $ 2,616,277 1.46 2,644 Other states $ 112,279 0.06 214 Subtotal state funds $ 2,728,556 1.52 2,858 University funds Subtotal University grants** $ 46,761,865 26.04 12,190 University work (institutional payroll) 9,145,868 5,09 3,128 Subtotal University grants** $ 55,907,733 31.13 15,318 Other grants $ 3,883,982 2.16 1,192 Other loans $ 26,751,889 14.90 2,018 GRAND TOTAL $ 179,571,614 100.00 41,119

* A student may receive funds from more than one program. ** Athletics and graduate assistantship not included; includes Need, Merit, Alumni/Foundation grants and Tuition Waivers. _________ Source: University Enrollment Services

Housing

Undergraduate Housing. Residence halls and boarding facilities are available to students during the regular academic year and during summer sessions. Some students prefer the option of living in a fraternity or sorority. Undergraduate students are not required to live on campus at URI.

Graduate Housing. There are 100 on-campus apartment units available to graduate students on a

12-month year basis. Graduate students also live in rental properties in the surrounding area and/or commute from their established permanent Rhode Island non-university residence.

Residence Halls and Dining Centers. The campus offers a variety of living accommodations

amongst its 20 traditional residence halls, four theme living houses and four undergraduate apartment facilities, including: coeducational housing, a women-in-science house, an international engineering house, a diversity and social justice house, four first-year and two upperclassmen living/learning communities and 13 all-freshman residence halls. Every effort is made to honor roommate requests.

All of the dormitories are wired with fiber optic cable that brings cable television and high speed data

connections to every room and every community programming space. Students with computers can directly connect with the URI mainframe computer and Internet. In addition, all dorm rooms are equipped with telephone and land lines.

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Two dining centers, two cash restaurants, a convenience store, a bakery and a warehouse shopping center offer a wide variety of food items and are operated by the University for the convenience of the students. The centers were constructed in part with bond proceeds. To guarantee payment of these bonds, the University requires that all students living in traditional university residence halls purchase a meal plan.

In the Fall 2009 semester, 567 University students resided in the fraternity/sorority system which

sponsors 16 houses designed for congenial small-group living. Approximately 6% of URI female undergraduate students reside in sororities and 2% male undergraduate students live in fraternities. The staff of the Office of Student Life advises these groups. The Greek houses promote scholarship, citizenship and small-group living. Purchasing and business management for these houses is provided by a private non-profit corporation controlled by the fraternity and sorority members. Another choice available to students is living "down the line" in rented rooms or houses near the University in the ocean-side resort areas.

For the Fall 2009 semester, 5,796 undergraduates resided in on-campus facilities on the Kingston

campus. Approximately 52% of URI dorm residents are freshmen. Approximately 56% of students live off-campus each year with a large number of them living in the immediate vicinity of the Kingston Campus.

Undergraduate housing*

Fall 2009

Freshman Upperclassmen All Total Women Men Women Men Women Men

Residence Halls 1,583 1,195 1,317 1,134 2,900 2,329 5,229 Greek association residents 0 0 427 140 427 140 567 TOTAL ON-CAMPUS HOUSING

1,583 1,195 1,744 1,274 3,327 2,469 5,796

Living off campus 153 137 3,861 3,287 4,014 3,424 7,438 Total Undergraduates 1,736 1,332 5,605 4,561 7,341 5,893 13,234

*Kingston and Providence campuses; IEP House and Women in Leadership House occupancy included in Residence Halls ________ Sources: Department of Housing and Residential Life, Division of Student Affairs

STUDENT SERVICES

Career Services

The Office of Career Services assists students in assessing goals, developing skills and implementing career objectives. The Office is staffed by professional counselors who offer numerous services including a career library, resume writing, interview skills development, the Jobsline and on-campus interviews with more than 200 employers.

Counseling Services

Professional counselors, psychologists and a part-time psychiatrist staff the Counseling Center. It offers short-term individual counseling in a variety of skill-building and support groups to help students cope successfully with life demands

University Chaplains

University chaplains actively provide religious services and counseling, advising campus groups, teaching and programming. The chaplains are available to all students, staff and faculty on a 24-hour

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basis. The six chaplains represent the Roman Catholic, Jewish, Muslim, Episcopal and Protestant communities.

Memorial Union

A student board of directors working with the Director of the Memorial Union and Student Activities determines policy for the Union. The staff provides advice to more than 100 student organizations that provide a full range of social, cultural, intellectual and recreational activities. The Union houses many retail shops, restaurants and activities for students, faculty and visitors to the Kingston Campus.

Health Services

University Health Services are available to all students. These services include special clinics in gynecology, birth control, internal medicine, surgery, wart removal, allergy, nutrition, mental health, as well as generalist and nursing care, laboratory, x-ray and pharmacy. Full ranges of health education activities that promote healthy lifestyles involve undergraduate peer involvement. Hospital care is available in the local community. In 2006, the construction of the Emergency Medical Service headquarters to house the campus ambulance and staff was completed.

Office of Student and Campus Life

Staff provides educational programs and services for numerous student groups including fraternities and sororities, students with disabilities, international students and women students through the Women’s Center. The Office also provides substance abuse education programs and administers the student conduct system. URI has gained national attention for its innovative programs and approach to the problems regarding alcohol use and abuse on college campuses.

Multicultural Student Services

The Office of Multicultural Student Services provides programs and services through the Multicultural Center specifically aimed at students of color at the University. Diversity Week and Black History Month are two examples of programs developed to meet students’ needs. FACILITIES

The University’s physical plant consists of 321 buildings including 22 residence halls, three apartment complexes and two dining centers, as well as the Memorial Union Ram’s Den. To meet the constantly rising enrollment throughout the 1950s and 1960s, the University was involved in a continuous building program. The University has been successful in obtaining public financial support through the approval of bonds of the State issued for the benefit of the University for both renovation of older buildings and the construction of new buildings. Over a 10-year period, the University completed more than $200 million in new construction and renovation and rehabilitation of existing structures. By 2005, the University had added a $4.7 million Alumni Center, the transformed home of the business college, Ballentine Hall, $10.9 million; Green Hall, $6.25 million; the Ryan Center, $54 million and the Boss Arena, $12 million. The spring of 2005 saw the launching of $120 million in projects for a new dining hall, new suite- and apartment-style undergraduate housing, residence hall renovations and 1,483 new parking spaces for students. In 2007, the University completed its $64 million residence hall renovation project to Barlow, Adams, Browning, Butterfield, Weldin, Bressler, Heathman, Fayerweather, Gorham and the Little Four -- Hutchinson, Peck, Tucker and Merrow. The new, three-building apartment and suite complex with 800 beds and a new $22.1 million Hope Commons dining hall on the former site of Hope Dining Hall opened in August 2007 to rave reviews from students, parents and staff. All four facilities are nationally certified for Leadership in Energy and Environmental Design (“LEED”), which is the nationally accepted benchmark for the design, construction and operation of high performance “green” buildings.

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Certification recognizes performance in five key areas: sustainable site development, water savings, energy efficiency, materials selection and indoor environmental quality. The new dining hall replaced both the Hope and Roger Williams dining facilities and was recently certified as LEED Silver. The University assisted the Chi Phi fraternity by providing a site for the construction of its new fraternity house west of Weldin Hall on Fraternity-Sorority Circle, and facilitated the contribution of the proceeds from the sale of a donated yacht to fund $400,000 in improvements to the existing structure. The relocation of Chi Phi allowed for the 2007 expansion of the International Engineering Program into the fully renovated existing Chi Phi house on Upper College Road. In addition, a number of other new and renovated facilities were completed in 2006, including: a new $2.3 million Health Services facility to house the volunteer student ambulance corps and warehouse expansion project; reconstruction of the west stands at Meade Stadium; and a second floor on the University’s 210 Flagg Road “swing space building” to temporarily accommodate office and classroom needs during major renovation projects. These projects provide students with expanded living, social and recreational opportunities on campus, and they continue the University’s efforts to make the Kingston campus a place of which the entire community can be proud. In fiscal year 2008, the University had a wide-ranging capital improvement program totaling $290 million in active projects, including the recently completed major rehabilitation of Lippitt Hall for the Honors Program and the Department of Mathematics, and the addition and renovation of Tyler Hall for the Computer Sciences Department and the University’s mainframe computer. In addition, construction on the $60 million Center for Biotechnology and Life Sciences (“CBLS”) was completed in December 2008, anchoring major new development in the North District of the Kingston Campus. Design is commencing for the new $75 million home for the College of Pharmacy also sited in the new North District science sector. The two facilities will help position the state as a leader in biomedical and biotechnical research and economic development. The 165-acre Bay Campus has approximately 4,000 feet of shorefront and docking facilities for its research vessels, the largest of which is the 185-foot ocean-going research ship, Endeavor. More than 20 permanent buildings house offices, laboratories and special scientific facilities on the Bay Campus. They include the Pell Marine Science Library; a 12,000-square feet research aquarium; a towing test tank; and a unique facility that permits controlled echo systems experiments. The two-megawatt research reactor of the Rhode Island Nuclear Science Center is also located at the Bay Campus. A ribbon-cutting for the new Ocean Exploration and Research Center, part of a new Pell Marine Science Library, marked its opening on June 1, 2009, and is anticipated to become a new hub of activity on the University’s Narragansett Bay Campus. Libraries The University libraries are composed of the Robert L. Carothers Library and Learning Commons (Kingston Campus); Alan Shawn Feinstein College of Continuing Education Library (Providence Campus); and the Claiborne Pell Marine Science Library (Bay Campus). Collectively, the libraries hold more than 1.2 million bound volumes, 750,000 government publications, and 1.5 million microforms, and provide online access to more than 15,000 full text journals, as well as more than 5,000 print journals. Holdings of government documents, audio/visual materials, computer files, manuscripts, archives, maps, nautical charts and microforms amount to nearly 2.3 million additional items. The National Sea Grant Depository, a cooperative between URI and the National Oceanic and Atmospheric Administration (“NOAA”) since 1971, is housed in the Pell Marine Science Library and has 72,000 documents in its archives, digital repository, and lending library. The University libraries are staffed by 14.5 professional and 24 support positions. Each of the three libraries offers a full range of library services. Information retrieval assistance is offered from the Libraries' Reference Desks. In cooperation with the University's Department of Information Technology

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Services (ITS), the Carothers’ Library provides space for a new state-of-the-art 100 workstation student computing facility. Computer assistance is offered by the ITS from two Help Desks, one in the student computing facility in Kingston and one in the Feinstein College of Continuing Education Library. The Higher Education Library Information Network Consortium (“HELIN”) online catalog, available in both text-based and Web (“www”) versions, is a shared catalog listing the holdings of 11 academic libraries and 14 health sciences libraries. This collective catalog provides members of the Rhode Island higher education community with a significantly broadened collection of resources in print and electronic formats. Desktop access to a number of major databases and full-text digital publications is offered through either the web pages of the University libraries or the HELIN catalog. Electronic links to library catalogs or other consortia also provide access to additional library resources within and beyond the University’s region. The University Libraries are active participants in the Association of College and Research Libraries, Consortium of Rhode Island Academic Research Libraries (“CRIARL”), HELIN, New England Land Grant Universities, New England Council of Presidents, New England Library Information and Network (“NELINET”), Online Computer Library Center (“OCLC”), and the Rhode Island Library of Information Network (“RHILINET”) a consortium of Rhode Island Libraries. Information Technology Services

Information Technology Services (ITS) provides leadership and strategic direction for technology utilized by the University of Rhode Island community for instruction and research. ITS maintains central server support, general purpose computing facilities, student personal computing resources, and a high-speed network. Students and faculty are provided access to an assortment of electronic services through the commercial Internet as well as Internet2. ITS is a service organization dedicated to the success of the University, whose staff provide a variety of technical support services in support of the University’s mission and goals.

Centralized administrative, instructional, and research computing are supported on multiple servers running a wide variety of operating systems from an IBM RISC system running AIX to Linux and Windows servers. Facilities for computer graphics are also offered, including a color plotter. Several hundred personal computers and workstations are located in public work areas, and virtually all offices are equipped with computing resources. These devices are connected to the campus network which provides access to ITS facilities, as well as the gateway to the global Internet

URI’s Information Technical Services manages numerous personal computer laboratories on campus, featuring both Windows and Macintosh workstations. A wide variety of software application packages are available. These labs are available for faculty research, teaching, and general student use. A number of laboratories are specifically designed for use as computer classrooms. In addition, a significant percentage of general assignment classrooms are technology-equipped.

Athletics and Recreation

The University's Departments of Athletics and Recreational Services offer 22 intercollegiate sports (12 women and 10 for men) and 14 club sports programs. The University is a member of the Atlantic 10 Conference, NCAA Division I (Division I-AA for football) and Colonial Athletic Association (football). Athletic facilities include the Ryan Center, Keaney Gymnasium, Meade Stadium, Mackal Field House, Tootell Aquatic Center, URI Soccer Complex, Beck Field and URI Softball Field. Other facilities available for student use include fitness rooms, indoor track, basketball courts, swimming and diving pools, and 12 tennis courts. The Ryan Center is designed to host basketball games and other athletic contests, in addition to University activities, such as alumni programs, concerts, and major cultural events. The Center seats approximately 7,800, and in a given year, hosts 30 men's and women's

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basketball games and approximately 50 other events. The ice skating facility has an NCAA size sheet of ice and seats approximately 2,500 spectators.

Auxiliary Services Auxiliary services consist of housing, dining, student union, health center and the bookstore, which depend on restricted fees and related revenues derived from student clients. These operations are required by State law to be fully self-supporting. Parking and Transportation The campus transit system continues to refine routes and schedules. The service is widely used by students living both on and off-campus, as well as faculty and staff. The Parking Services Department continues its successful on-line registration process. Students register on a secure web site to purchase and receive their special parking decal and access to their online parking profile. FINANCES/BUDGET

Financial Management All finance and budgetary matters of the University are governed by the Board of Governors, who also sets policy and fees. Summary of Revenues, Expenses and Changes in Net Assets The following Statement of Revenues, Expenses and Changes in Net Assets for the fiscal years ended June 30, 2006 through June 30, 2009, was prepared from the audited financial statements of the University for the fiscal years ended June 30, 2006, through June 30, 2009.

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University of Rhode Island

(A component unit of the State of Rhode Island and Providence Plantation) Statement of Revenues, Expenses, and Changes in Net Assets

Years ended June 30, 2006, 2007, 2008 and 2009

2006 2007 2008 2009 Operating Revenues:

Student tuition and fees $144,135,660 $162,183,950 186,114,637 $205,232,428 Residence, dining, student union, and health

fees 41,501,586 46,677,749 54,873,396 58,562,267

Less scholarship allowances -30,210,074 -36,248,768 -43,346,807 -49,205,565 Net Student fees 155,427,172 172,612,931 197,641,226 214,589,130

Federal, State, local and private grants and

contracts 65,759,533 72,010,704 74,548,864 80,899,598

Other auxiliary enterprises 22,055,351 23,905,962 25,152,124 24,506,889 Other sources 15,464,097 18,855,158 18,738,495 19,492,673

Total operating revenues 258,706,153 287,384,755 316,080,709 339,488,290

Operating Expenses: Instruction 86,203,232 88,859,508 95,998,846 94,337,934

Research 57,308,073 61,121,333 61,204,054 65,013,694 Academic Support 35,530,848 36,181,529 35,755,884 35,081,587

Student Services 23,107,465 23,652,360 26,848,700 26,998,583 Scholarships and fellowships 10,414,491 10,886,890 12,818,002 12,720,947

Public service 4,996,060 5,326,923 7,282,571 6,904,056 Operation and maintenance of plant 35,219,123 31,051,864 34,726,362 33,800,454

Depreciation and amortization 16,309,085 18,648,615 20,296,296 21,115,299 Institutional support 36,053,687 37,930,962 46,195,208 41,702,952 Auxiliary operations 53,041,664 57,432,683 62,381,924 62,754,938

Total operating expenses 358,183,728 371,092,667 403,507,847 400,430,444 Operating loss -99,477,575 -83,707,912 -87,427,138 -60,942,154

Nonoperating revenues (expenses):

State Appropriation 83,187,769 83,359,181 75,389,594 62,319,257 Net Investment income 2,498,587 4,108,591 3,453,133 1,348,031

Payments between University and component units

7,722,977 7,782,294 8,007,593 8,375,009

Interest expense -4,318,315 -5,908,538 -8,392,507 -8,936,396 Net nonoperating revenues 89,091,018 89,341,528 78,457,813 63,105,901

(Loss) income before other revenues, expenses — gains or losses -10,386,557 5,633,616 -8,969,325 2,163,747

Capital appropriations 21,746,909 24,158,176 56,162,476 48,258,824 Capital gifts 985,206 1,943,926 1,539,091 2,084,620

Increase in net assets 12,345,558 31,735,718 48,732,242 52,507,191

Net assets, at beginning of year 168,980,599 181,326,157 213,061,875 261,794,117 Net assets at end of year 181,326,157 213,061,875 261,794,117 314,301,308

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State Appropriations State appropriations received by the University for the fiscal years starting July 1, 2000, through July 1, 2009 are as follows:

State appropriation history Fiscal Year 2000-2001 to 2009-2010

Fiscal Year

State Appropriation

Annual Percent Change

2000-01 2001-02 2002-03 2003-04 2004-05

$78,620,837 $84,243,483 $81,989,847 $82,429,972 $81,841,071

6.9% 7.2% -2.7% 0.5% -0.7%

2005-06 $82,378,400 0.7% 2006-07 2007-08 2008-09

$82,471,177 $74,896,525 $62,192,731

0.1% -9.2%

-17.0% 2009-10 $58,090,545 -6.6%

_________ Sources: University Budget Office. *Starting FY00, General Obligation Debt Service is budgeted in the State Department of Administration.

The tremendous growth in the strength and number of the student body, the major overhaul and expansion of academic, athletic and student-centered facilities, and a growing research enterprise have all come as State support for URI’s operating budget continues to wane. Over the past decade, URI has received a net reduction in State support for operations. Still, the University has found innovative ways to be a national leader in critical areas of higher education. The amount of gross revenue has continued to increase in large part due to enrollment growth and selective, planned tuition increases. Over the last three years, the application demand has increased on an annual basis, which demonstrates the rise of the University’s reputation even as State support diminishes. The State has been very supportive of capital outlay by increasing its Rhode Island Capital Plan Fund and General Obligation Bond contributions that have assisted in the many rehabilitation and construction projects, including the renovation of Lippitt and Swan Halls and the construction of the Center for Biotechnology and Life Sciences and the Pell Marine Library/Oceanographic Exploration and Research Center. Grants and Contracts Diverse funding sources for grants and awards reflects the University’s growing standing as major national and state research and economic catalyst. An example of innovative research is the Rhode Island IDEA Network of Biomedical Research Excellence (“RI-INBRE”) based at the University and housed in the College of Pharmacy. Its primary objective is to support and develop talented individuals committed to research careers in Rhode Island and to build biomedical capability of Rhode Island institutions. Its research focus is on molecular toxicology, environmental health and cell biology. Other participants in RI-INBRE are Rhode Island College, Brown University, Salve Regina University, Providence College, and Roger Williams University. The following table sets forth by recipient, the awards granted to the University from government and private sources during the last five fiscal years ended June 30:

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1) Includes funds from Smith-Lever, Hatch, Regional Research, McIntyre, Stennis and Animal Health. In 2009 reported in CELS total. ________________ Source: URI Division of Research and Economic Development, Annual Report 2008-2009

FUNDRAISING

The University finished its $100 million Making a Difference capital campaign, managed by the URI Foundation, 15 months ahead of schedule. The campaign, which will continue to receive donations until December 31, 2010, will provide necessary resources to enhance the University’s prominence and increase its competitiveness. A number of projects and initiatives will be supported by the campaign, including a $25 million boost to fund endowments generating student scholarships and graduate fellowships; $20 million to endow faculty chairs and professorships; $20 million for new facilities; $15 million to endow academic enterprise funds and the Library; $10 million for athletics; and $10 million for the Fund for URI, the University’s annual fund. Among the cutting-edge facilities planned are an enhanced Center for Biotechnology and Life Sciences and a new College of Pharmacy Building, as well as the Undersea Space and Exploration Center at URI’s Bay Campus. The University’s endowment portfolio is managed by the URI Foundation, a 501(c)(3) corporation. The endowment had a market value on June 30, 2009 of approximately $73 million, compared to $12 million 16 years ago. Proceeds from the earnings generated from invested principal fund scholarships for students annually at the University. Overall charitable commitments to the University, including cash, pledges, stock, equipment and annuities, exceeded $21.7 million in 2009. A number of those gifts and pledges were made through the Fund for URI, which totaled less than $1 million in 2009.

SUMMARY OF AWARDS RECEIVED BY COLLEGE OR UNIT

FY2005 – FY2009

College or Unit FY2005 FY2006 FY2007 FY2008 FY2009

Arts and Sciences $6,007,949 $8,059,552 $7,960,354

$12,765,59 $11,175,844

Business $6,000 $118,590 $0 $0 $10,212

Continuing Education $2,614 $14,515 $0 $0 $0

Engineering $2,938,459 $7,652,376 $4,744,074 $4,525,285 $4,890,644

Environment and Life Sciences $10,137,310 $13,709,854 $13,678,423 $9,507,340 $22,154,593

Land Grant (1) $2,616,495 $2,599,771 $3,595,651 $2,742,940 $2,751,537

HSS $8,046,737 $4,551,438 $6,394,476 $6,407,782 $3,404,240.00

Library $0 $7,625 $0 $14,212 $0

Nursing $485,073 $919,778 $835,972 $927,797 $1,075,832

Oceanography $22,411,418 $26,325,680 $20,520,548 $20,999,180 $28,716,658

Pharmacy $6,658,881 $9,283,525 $6,805,668 $6,744,605 $7,272,543

University College $54,106 $56,440 $84,568 $85,160 $95,521

Provost $337,330 $615,359 $252,847 $142,066 $142,410 VP Administration & Finance $20,000 $92,325 $0 $0 $1,931,7830

VP Student Affairs $401,336 $601,203 $652,222 $287,358 $498,340

President's Office $2,773,521 $1,439,857 $356,399 $1,328,095 $1,915,831

TOTALS (1) $62,912,229 $76,047,888 $65,881,202 $66,477,410 $82,601,748

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Endowments The URI Foundation’s broad investment objective is to provide tangible resources to the University in perpetuity and ensure (to the extent possible) consistent financial support to current and future generations. The Foundation preserves principal and provides capital appreciation and limits spending from endowments to not exceed the inflation adjusted return of the portfolio.

The Executive Board determined that annual budgets for spending from the Endowment Fund for fiscal year 2007 would be set at five percent of the average market value for the previous two years. The market value of the University’s endowment was $83.985 million as of June 30, 2008. Subsequent to year end, the credit and liquidity crisis in the United States and throughout the global financial system has resulted in substantial volatility in financial markets and the banking system. These and other economic events have had a significant adverse impact on the investment portfolios of many institutions. As a result, the University's investments incurred a significant decline in fair market value since June 30, 2008. As of March 31, 2009, the market value of the endowment fell to $60.1 million and as of April 30, 2009, the market value was at $63 million. As the markets begin to improve, the value of the University’s endowment is increasing. As of June 30, 2009, the market value of the endowment was $72,589,000 and as of October 31, 2009, it was over $77 million.

A 10-year summary of the University’s endowment is as follows:

Fund Balance of Endowment and Similar Funds* (Dollars in Thousands)

Fiscal Year

Ended June 30 True

Endowment Other**

Endowment Funds Functioning

as Unrestricted* Endowment Restricted

Total

2000 $59,284 $ 4,072 $2,554 $1,415 $67,325 2001 $58,773 $ 3,450 $991 $1,354 $64,568 2002 $45,144 $ 6,677 0 $3,467 $55,288 2003 $47,552 $ 4,911 0 $1,432 $53,895 2004 $54,227 $10,784 0 $1,840 $66,851 2005 $66,079 $ 4,495 0 $2,286 $72,860 2006 $66,783 $10,598 0 $2,414 $79,795 2007 $72,916 $11,375 0 $2,584 $86,875 2008 $72,867 $9,576 0 $1,542 $83,985 2009 $66,584 $1,433 0 $4,572 $72,589

* The unrestricted funds functioning as endowment may be used by the Foundation for any University purpose; the

application of the remaining endowment and similar funds is subject to various restrictions. ** Other Endowment includes term endowment, life income, and annuity funds. ______ Source: URI Foundation

Endowment funds are invested by the URI Foundation; the income from the investment is generally designated for specific uses. More than $30.1 million has been disbursed since 1998. The market value of the endowment decreased 7.7% in the 2008 fiscal year over the prior year. No distributions are anticipated to be made from the endowment in the fiscal year ending March 31, 2010 for the URI Foundation since the URI Foundation is restricted in its ability to make disbursements from the endowment when the historic value of gifts made to the endowment are greater than the market value of the endowment.

The Bylaws of the URI Foundation give the Executive Board’s Investment Committee the authority

over and responsibility for the management of the endowment held for the University’s endowment and funds functioning as endowment. The Investment Committee meets at least four times a year and discusses investment returns and asset allocation. The Investment Committee has engaged several external managers to invest the endowment and funds functioning as endowment and is working with an

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investment consultant, Cambridge Associates. On a quarterly basis, the Investment Committee assesses overall performance of the individual managers and evaluates the endowment performance compared with other colleges and universities. The Investment Committee’s “Statement of Investment Objectives and Policies” defines the specific investment objective of the endowment, the asset allocation guidelines, and the benchmarks and guidelines for each manager.

The major portion of the endowment fund assets is pooled for investment purpose. The investment

pool average annual compound nominal return for the last 10 years was 10.9%.

Endowment Gifts and Market Value (at Foundation Fiscal Year ended March 31)

Amount of gifts and Other receipts

Market value At year-end

2000 2001 2002 2003

$1,906,900 $2,418,300 $2,233,000 $2,755,000

$67,325,000 $64,568,000 $55,288,000 $53,895,000

2004 $3,849,000 $66,851,000 2005 $2,080,000 $72,560,000 2006 2007 2008 2009

$2,672,000 $4,513,000 $2,986,861

$3,531,551

$79,795,000 $86,875,000 $86,985,000 $72,589,000

______________ Source: URI Foundation.

Endowment Income Disbursed

Student Aid Other Total 2000 2001 2002 2003

$1,325,915 $1,568,170 $1,512,790 $1,487,250

$1,193,060 $1,431,830 $1,195,935 $1,045,710

$2,518,975 $3,000,000 $2,708,725 $2,532,960

2004 $1,576,575 $1,158,350 $2,734,925 2005 $1,528,470 $1,210,000 $2,738,470 2006 $1,523,055 $1,672,945 $3,196,000 2007 2008 2009

$1,719,152 $2,052,000 $1,857,449

$1,477,248 $1,631,100 $1,779,235

$3,196,400 $3,686,100 $3,636,684

Note: No disbursements from endowment will be made in 2010, but through the generous bridge gifts of donors, $723,000 will be disbursed in student aid. __________ Source: URI Foundation.

OUTSTANDING PARITY AND ALTERNATE PARITY DEBT

The University has various revenue bonds issued through the Corporation (some from auxiliary enterprise revenues and some from educational and general revenues), which had an outstanding principal balance of $207,745,225 as of June 30, 2009. In addition, the University had $1,719,814 in loans payable as of June 30, 2009.

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INSURANCE

The University is insured for various risks of loss arising out of claims for negligence, including bodily injury and property damage, wrongful acts, professional liability and workers compensation through a combination of insurance policies and self-insurance. Property insurance is purchased to cover University buildings and contents against risks of direct physical loss, on a blanket, replacement cost basis. The blanket limit for policy term from July 1, 2009 to July 1, 2010 is $1,066,819,582. . LITIGATION

Litigation and other claims incident to the normal operation of the University are pending against the University. While the ultimate liability, if any, of the University is not presently determinable, such litigation and other claims, in the opinion of the University’s administration, will not, in the aggregate, have a material adverse effect on the University’s financial position or operations. PROJECTS FINANCED BY BONDS

The proceeds from the Series 2010 A Bonds will be used for the repavement and construction of roadways. The repaving and road construction project involves a third-phase of the University's progressive efforts to repave and reconstruct major parking facilities, internal roadways, and walkways and drainage systems across three of its four Campuses. PROPOSED NEW PROJECTS

Upcoming projects in fiscal years 2010 and 2011 that will require Corporation bonding include the new residence hall-terrace apartment site ($42,695,000) which is currently in the design phase; and a Utility System Improvements Phase I ($10,000,000). The new student residence hall is an important part of URI’s continuing initiative to provide safe, convenient, and affordable housing on the Kingston Campus. The project will involve the deconstruction of the small existing Terrance Apartment buildings, and new construction of a four-story residence hall providing approximately 350 new beds. The other work is anticipated to start in early 2011 and will entail improvements to the adjacent campus access roads, landscape areas, utilities, and storm water management systems. This letter and the information contained herein are submitted to the Corporation for inclusion in the Official Statement relating to the 2010 A Bonds.

Respectfully submitted,

RHODE ISLAND BOARD OF GOVERNORS FOR HIGHER EDUCATION By: /s/ Frank Caprio Chairperson


APPENDIX A-2

Information Relating to Rhode Island College


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February 3, 2010 Rhode Island Health and Educational Building Corporation 170 Westminster Street Providence, Rhode Island 02903 Dear Members of the Corporation:

The Board of Governors for Higher Education (the “Board of Governors”) is pleased to submit the following information regarding the Board of Governors and the Rhode Island College (the “College” or “RIC”). This letter and the information contained herein are submitted to the Rhode Island Health and Educational Building Corporation (the “Corporation”) for inclusion in its Official Statement relating to its Higher Education Facility Revenue Bonds, Board of Governors for Higher Education Educational and General Revenue Issue, Series 2010A (the “2010 A Bonds”).

MISSION

Rhode Island College is one of the region’s leading comprehensive public colleges. Our mission is to offer accessible higher education of the finest quality to traditional and non-traditional students from around the state, the region, and beyond. Students here are members of a caring community that respects diversity and values academic excellence informed by cultural inquiry, civic engagement, and co-curricular activity. The college offers a wide variety of liberal arts, science, and professional programs in which dedicated faculty work with students to achieve the promise of higher education: an open and inquiring mind.

HISTORY

Rhode Island College was established by an act of the General Assembly in 1854 as Rhode Island Normal School. Its founding was the result of the work of Henry Barnard, the first state agent for education in Rhode Island, and his successor, Elisha A. Potter. One of the first normal schools in the nation, it attracted hard-working young people, chiefly from ordinary backgrounds, who wanted to teach.

The General Assembly curtailed its financial support in 1857 and the school was moved to Bristol, where it remained until 1865 before closing. In 1869, however, Thomas W. Bicknell began a vigorous campaign to revive the normal school, and his efforts were rewarded in 1871 when the General Assembly unanimously voted a $10,000 appropriation for reopening of the school in Providence.

The Rhode Island State Normal School settled down to period of steady growth with periodic-moves to larger quarters. In 1898 it moved into a large building constructed on Providence's Capitol Hill. In 1928, another new building was constructed nearby for the Henry Barnard School, the observation and demonstration unit operated by the institution since the 1890s.

In 1920 the normal school became, by act of the General Assembly, the Rhode Island College of Education, offering a four-year program leading to the degree of Bachelor of Education. The graduate program originated in the early 1920s and the first master's degrees were conferred in 1924.

For the next three decades, the College remained a small, stable teachers college with a student body of four to six hundred men and women, most of whom went on to teach in the elementary and junior high schools of the state. In the 1950s debate arose over the role of the College in the state system of higher education, and for a time serious doubt was cast on continued existence. However, the Board of Trustees of State Colleges retained the College and strengthened it.

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During the 1958-59 academic year, the College was relocated from the downtown location to its current Mount Pleasant campus. The campus is located on the border of Providence and North Providence.

In 1959, the Rhode Island Commission to Study Higher Education, appointed by Governor Dennis J. Roberts, recommended, and the General Assembly approved, the development of the Rhode Island College of Education as a general, comprehensive college. Reflecting the broader purpose, the name of the institution was changed to Rhode Island College in 1960.

In recent decades the College has undergone rapid expansion particularly at the undergraduate level. It now serves over 9,200 students in a variety of courses and programs both on and off campus. It has moved from its role as exclusively a teacher-preparation institution to one that provides a broad range of undergraduate programs in the arts and sciences and in the areas of community, public and social services. The basic commitment of the faculty to excellence in teaching is complemented, and enriched by research and by service to the city of Providence, the state, and the region. Rhode Island College is one of three public institutions of higher education, which operate under the aegis of the Board of Governors for Higher Education.

Today the campus has grown to 180 acres and can accommodate up to 10,000 students. There are 43 buildings in current use.

CAMPUS AND FACILITIES

Rhode Island College is located in the Mount Pleasant section of Providence, extending into North Providence. It is a unique location, which combines easy access to the benefits and resources of the metropolitan area, with a suburban atmosphere. The campus was developed forty-five years ago when the College moved from its downtown location to the present Mount Pleasant Avenue location. The original campus of six buildings has grown to a forty-three building campus that has matured into an attractively landscaped and fully functional facility. The main administration building is Roberts Hall, although administrative offices are located in many other buildings around the campus. Buildings housing classrooms and faculty offices include Whipple, Art Center, Alger, Craig-Lee, Clarke Science, Gaige, the Murray Center, Horace Mann, Fogarty, the Nazarian Center for the Performing Arts, and the School of Social Work. The Henry Barnard School is a laboratory school supporting the teacher education programs. The Donovan Dining Center, including a main dining room and the Faculty Center, is attached to the Student Union. Rounding out the instructional space is the Adams Library. There are six residence halls: Thorp, Weber, Browne, Willard, Sweet and the new residence hall which opened in the Fall 2007 semester.

The College recently renovated Buildings 2, 3, 5, 9 and 10 on the DCYF property and are currently in the process of renovating Building 7. Various administrative offices have relocated from the center of campus to these new facilities. The vacated space will be returned to much needed classroom space.

The campus of 180 acres has been carefully developed and provides a pleasant, accessible atmosphere. The majority of the buildings are less than 55 years old. The College is currently updating the 2010 Master Plan for its facilities and grounds and will embark on a gradual implementation of that plan as funding becomes available.

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LIBRARY

The James P. Adams Library houses almost 695,000 volumes, 1,326,100 serial subscriptions, major collections on microfilm and microfiche, over 45,000 e-books, as well as on-campus and off-campus access to almost 100 major online subscription databases. The College Archives, a rich depository of the history and records of Rhode Island College as well as faculty publications and student theses, are located in the Special Collections Department. Also housed there are subject collections consisting of the papers of prominent individuals and books, manuscripts, and other resources that document the state's educational, ethnic, and socio-political history. Most of the books in Special Collections are listed in the state's Higher Education Library Information Network (HELIN) database.

The library has a special teaching lab for library instruction that contains 30 workstations and various display technologies. In addition the library has on reserve 30 laptop computers available for in-library use by students. There is a wireless network in the building which allows students to sit anywhere in the building with a laptop to access the Internet. There is a 30-seat computer lab available.

Also housed in the James P. Adams Library is the College's Curriculum Resources Center (CRC). This center provides instructional material and curriculum development literature for teacher education programs. Resources are available to students, faculty, and other Rhode Island educators. The collection includes audiovisuals, curriculum guides, games, microcomputer software, microfiche, multimedia materials, periodicals, reference materials, simulations, textbooks and access to online databases. All subjects from kindergarten through grade 12 are represented. Some pre-school materials are also available. The CRC is affiliated with local, regional, and national educational associations, and is cited in national and international directories of collections related to teacher education.

The library's participation in the state's Higher Education Library Information Network (HELIN) allows seamless borrowing among the libraries of URI, CCRI, Providence College, Bryant College, Salve Regina University, Roger Williams University, Johnson & Wales University, and Brown University. Together the HELIN Consortium libraries contain over 4.6 million volumes of materials. The Consortium has recently embarked on a collaborative collection development project to maximize financial resources at all the participating institutions.

ACCREDITATIONS

Rhode Island College is accredited by the New England Association of Schools and Colleges and has also received accreditation for specified programs from the following agencies: Council on Social Work Education, National Association of Schools of Art and Design, National Association of Schools of Music, National Association of State Directors of Teacher Education Certification, National Council for Accreditation of Teacher Education, and the Collegiate Commission of Nursing Education. The college is preparing to undergo a self assessment for 2011 NEASC accreditation.

ACADEMIC PROGRAMS

Rhode Island College offers undergraduate programs leading to the following degrees: Bachelor of Arts, Bachelor of Fine Arts, Bachelor of General Studies, Bachelor of Music in Performance, Bachelor of Science in Nursing, Bachelor of Social Work, and Bachelor of Science. Over fifty academic majors and a like number of minors are available for undergraduate students. All students are required to complete a General Education Program, which provides a common experience for all students. The program consists of four core areas in Western Literature, Western History, non-western worlds, and critical inquiries into cultural issues. In addition distribution courses are required in the social and

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behavioral sciences, visual and performing arts, laboratory sciences, mathematical systems and science/mathematics.

UNDERGRADUATE DEGREES AWARDED

The number of undergraduate degrees awarded by the College during the last ten years is noted in the following table:

GRADUATE

Total TotalUndergraduate Undergraduate

Year Degrees Year Degrees1997-98 1163 2003-04 10931998-99 1116 2004-05 11421999-00 1086 2005-06 12262000-01 999 2006-07 11832001-02 1078 2007-08 12462002-03 1058 2008-09 1228

PROGRAMS

Approximately fifty-five separate graduate programs are offered through the Faculty of Arts and Sciences, the Feinstein School of Education and Human Development, the School of Social Work, the School of Management and the School of Nursing. These graduate programs serve either as a professional terminal degree or as an intermediate degree for those intending to pursue further graduate study. The College grants the following degrees: Master of Arts, Master of Education, Master of Arts in Teaching, Master of Social Work, Master of Fine Arts, Master of Music Education, Master of Professional Accountancy, Master of Public Administration, Master of Science in Nursing, Ph.D. in Education, and Certificates of Graduate Studies and Advanced Graduate Studies.

GRADUATE DEGREES AWARDED

The number of graduate degrees awarded by the College during the last ten years is noted in the following table:

YEAR MASTERS CAGS DOCTORATE TOTAL 1998 311 21 0 332 1999 301 20 2 323 2000 297 11 5 313 2001 294 15 3 312 2002 323 2 4 329 2003 297 13 4 314 2004 318 12 6 336 2005 300 11 4 315 2006 296 12 1 309 2007 2008 2009

260 249 249

20 24 34

1 7 3

281 280 286

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THE COLLEGE COMMUNITY

The College community consists of the student body, faculty, administration, staff, and alumni. The Council of Rhode Island College represents the faculty and staff on matters of educational policy and governance. The students are represented through Student Parliament and the alumni through the Alumni Association.

Rhode Island College is committed to equal opportunity and affirmative action. The College prohibits discrimination on the basis of race, sex, religion, age, color, national origin, handicap, sexual orientation, conviction record, or Vietnam-era veteran status. The College policy is in concert with state and federal nondiscrimination laws.

ADMINISTRATION

The President is the chief administrative officer of the College. Other administrative officers include the Vice President for Academic Affairs, the Vice President for Administration and Finance, the Vice President for Student Affairs, and the Vice President for College Advancement and the Executive Director of the Rhode Island College Foundation. There are deans who are in charge of the Faculty of Arts and Sciences, the Feinstein School of Education and Human Development, the School of Social Work, the School of Management and Technology, the School of Nursing, Continuing Education and Professional Development, the Graduate School and the Dean of Students. Directors are in charge of the Office of Admissions, the Financial Aid Office and the Library.

Dr. Nancy Carriuolo, President. Nancy Carriuolo was named the ninth president of Rhode Island College on May 12, 2008 by the Rhode Island Board of Governors for Higher Education. She began her service as President on July 1, 2008.

During 2007-2008, Carriuolo served as Interim Vice President for Academic Affairs at Rhode Island College, overseeing the management of academic activities and programs for RIC while maintaining her duties as Deputy Commissioner and Chief Academic Officer at the Rhode Island Office of Higher Education (RIOHE). Carriuolo was promoted to the Deputy Commissioner/CAO position in 2006 after serving since 2000 as Associate Commissioner for Academic and Student Affairs.

Carriuolo has wide-ranging experience in higher education. She served as the director of the Office of School/College Relations at the New England Association of Schools and Colleges (NEASC) and, immediately prior to joining the Office of Higher Education, served as Dean of the College of Arts and Sciences at the University of New Haven, where she served as a tenured full professor of English. She also has experience as a junior- and senior-high school teacher and department chair.

Carriuolo is the author of over 30 publications with regional, national, and international audiences. Paul Simon, while a U.S. senator, read into the Congressional Record one of her two Point-of-View essays that were originally published in the Chronicle of Higher Education. She has also published an essay in Education Week, the K-12 companion periodical of the Chronicle. At the invitation of Dr. John Gardner, creator of the internationally known Freshman-Year Experience series, Carriuolo also wrote a monograph on PK-16 partnerships.

Carriuolo has worked with a number of regional, national, and international higher education and business organizations as a consultant, is affiliated with several professional associations, and is a past president of the National Association for Development Education. She is a longstanding member of the board of the Journal of Developmental Education, and is lead author of the journal’s winter 2007 feature article: “Ádvice for Novice Researchers Who Wish to Publish their Results.” She was also the founding

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statewise leader of the Rhode Island Chapter of the American Council on Education’s network of women leaders in higher education, and is a newly appointed member of the Rhode Island Commission on Women. She also served on the board of New England Dollars for Scholars.

Carriuolo earned bachelor’s and master’s degrees from the State College of New York at Brockport and a Ph.D. from the State University of New York at Buffalo; she also attended the Radcliff Institute for Advanced Study, where she completed post-doctoral studies in organizational behavior and management, fundraising, and negotiation.

Dr. Ivy D. Locke, Vice President for Administration and Finance. Joining Rhode Island College with two decades of higher education experience in January 2006, Dr. Locke holds a B.B. A. in accounting from Emory University. Upon graduation, she worked at Deloitte, Haskins, and Sells (now Deloitte) as a Staff Accountant. There, she completed testing and experience requirements and became a Certified Public Accountant (CPA). Subsequently, she was a Fellow with the Consortium for Graduate Study in Management and earned an M.B.A from Washington University in St. Louis as a finance major and a marketing minor. After graduate studies, she became a Commercial Loan Officer for First Atlanta National Bank (now Wachovia Bank). Her next appointment was as Budget and Contracts Officer at Spelman College, which was followed by graduate studies at the University of Florida to earn the Ph. D. There she was a McKnight Black Doctoral Fellow and majored in finance with a minor in Real Estate. In 1990, she was invited to join the Finance faculty at the Florida State University (FSU). There she taught Corporate Finance for eight years and was honored with nominations for the University Award for Excellence in Teaching and for the Martin Luther King, Jr. Distinguished Service Award. She received the University Student Organization Advisor of the Year award as founding advisor to the Minority Business Society. She served as Group Leader for the FSU Beyond Borders Program at the University of Costa Rica and as a Delegate in a research team hosted by the Vice President of the National Assembly at Yaounde, Cameroon. Additionally, she participated in the international exchange program with the University of the West Indies in Kingston, Jamaica where she taught in their Executive M.B.A. program for the Institute of Business. She previously served as Chief Financial Officer at Southeast Missouri State University and Stillman College. She is a graduate of the Institute of Educational Management at Harvard University, the Dale Carnegie Course, and the Leadership Cape Girardeau Program. She has been a member of the National Association of College and University Business Officers since 1985 and a member of Rotary International since 2001. She has delivered numerous papers at professional meetings and has presented motivational speeches at churches, conferences, schools, and universities. Most recently, she served on the transition team for the newly elected General Treasurer for the State of Rhode Island.

Dr. Gary M. Penfield, Vice President for Student Affairs. Dr. Penfield has served as Vice President for Student Affairs and Dean of Students since 1981. He moved to Rhode Island from Ohio in 1976 to assume the position of Dean of Students at Rhode Island College. Prior to joining the Rhode Island College staff, Dr. Penfield served as Dean of Student Groups and University Programs at the University of Cincinnati. After earning his Bachelors and Masters Degrees from the State University of New York at Albany, he completed his Doctorate at the University of Cincinnati. Dr. Penfield has fulfilled a variety of responsibilities with the National Association of Student Personnel Administrators; he served as Chairman of the Rhode Island Chapter of the American Red Cross and presently serves on the Board of Directors of the Performing Arts Center.

Dr. Ronald E. Pitt, Vice President for Academic Affairs. Ron Pitt began service as Vice President for Academic Affairs at Rhode Island College on September 4, 2008. He had previously served as Associate Vice President for Academic Affairs at Bridgewater State College. He was Director of the Faculty Development Center at Bryant University from 1992-2003 and from 1980-1999 served as professor of

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biological engineering at Cornell University, his alma mater. Dr. Pitt is a respected scholar and award-winning teacher whose research centered on mathematical modeling of microbial and enzymatic systems. His research led him into collaborations with faculty and graduate students in areas such as microbiology, plant and animal sciences, environmental sciences, economics, education, conservation and sustainable development. He authored or co-authored 80 peer-reviewed articles, including papers in Nature and the Philosophical Transactions of the Royal Society of London, Series A. From 1980-1999, he was also the principal investigator for projects whose funding totaled $900,000. His work in administration began in 1996 when he coordinated the undergraduate program of his department; this led to other administrative positions of increasing scope and complexity. In 2005 he attended the Harvard Institutes for Higher Education Management and Leadership in Education. Dr. Pitt’s academic background began at the University of Wisconsin – Madison, where in 1974 he was awarded a BS in agricultural engineering with senior high honors; and in 1977, an M.S. in Agricultural Engineering. In 1980 he was awarded a Ph.D. from Cornell University in Mechanics. Other areas of specialization include national academic program accreditation, faculty development, strategic planning, outcomes assessment, cross-institutional collaboration, and distance learning.

James Salmo, Vice President for College Advancement and Executive Director of the Rhode Island College Foundation. The appointment of James Salmo as the Vice President for College Advancement and Executive Director of the Rhode Island College Foundation was approved by the Board of Governors on January 25, 2010. Mr. Salmo is a native St. Louisan who received his BA degree in Theatre from Saint Louis University and an MA in Media/Communications from Webster University. Mr. Salmo has worked in the advancement field for over 25 years, securing his first position at Saint Louis University as the Director of the Parents Program. He has also worked in annual giving at Children's Hospital (St. Louis) and Southeast Missouri State University. He was Director of Development for the School of Law and the College of Engineering at the University of Missouri from 1991-1996. He was the Vice President for Advancement at St. Louis College of Pharmacy for six years before returning to the University of Missouri in 2003 to serve as the Associate Vice Chancellor of Development - Health System. While at the St. Louis College of Pharmacy his department raised $10 million to improve campus facilities and enhance scholarships. Salmo was a member of the Vice Chancellor's Staff at University of Missouri which successfully completed its first $1 billion capital campaign on December 31, 2008.

FACULTY AND STAFF

In total, the College is authorized to employ 813 full-time equivalent employees, including 355 faculty. The College also employs about 18 graduate assistants.

In the Fall of 2009, the College faculty numbered 353. Of that number, 314 were tenure-track faculty and 39 were temporary or limited-term faculty. Temporary faculty have one-year appointments and are not eligible for tenure; limited term faculty have one, two, or three-year contracts and are not eligible for tenure.

Eighty-nine percent of all faculty have the highest degree appropriate in their respective fields. Sixty-four percent of the faculty has been granted tenure. The average age of the faculty is 53 and they have been at the College an average of 14 years. Fifty-eight percent of the faculty are women.

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The faculty profile by rank is noted below:

Number

Prof. 116

Assoc. 101

Asst. 121

Inst. 15

Total/Ave. 353

Age 60 54 47 45 53

% Female 46 54 67 93 58

Yrs. At RIC (median) 25 16 5 3 14

Highest Degree Doctorate Master's Bachelors

106 10 0

86 15 0

77 43 1

0

14 1

269 82 2

No. Tenured % Tenured

116 100%

97 96%

13 11%

0 0%

226 64%

The student faculty ratio based on full-time equivalent students and full-time equivalent instructional faculty was 16 to 1.

FACULTY COMPENSATION

Faculty compensation is determined through a collective bargaining process between the Board of Governors and College faculty as represented by the RIC/AFT. The latest contract provided for a 2.5% increase effective January 1, 2008, 2.5% for 2009, and 3.0% for 2010. Each year a salary equity review is completed for continuing full-time faculty members to compare if their current RIC salary is above or below the predicted salary. The predicted salary is based on several factors, including rank, years in rank, years of service, degree, age, and CUPA market value. More than half of these faculty members were below the predicted salary.

EMPLOYEE RELATIONS

The College prides itself on its relations with its employees in general and with the various unions that represent them in specific. Fringe benefits provided include disability insurance, group life insurance, hospitalization and major medical insurance, vision care and prescription drug insurance, dental insurance, retirement plans, and a tuition remission program.

The classified employees of the College participate in the State of Rhode Island's Employees Retirement System. Prior to 1967 all professional staff and faculty also participated in that system; however, subsequent to 1967 all new employees had to participate in the Board of Governors retirement plan (TIAA/CREF or alternate). Both the participant and the College make contributions to that plan. The College has no unfunded pension liabilities; however, upon retirement, employees may be eligible for a portion of their unused sick leave and those retirees who were employed during the 1991-92 academic year may be eligible for a maximum of twenty-nine days of Salary Deferral Pay. On September 22, 2009 the college’s classified union voted to accept an agreement to delay a 3% salary increase from July 1, 2010 until January 2, 2011. The union also agreed to receive eight one day pay reductions in fiscal year 2010 and four days in fiscal year 2011. Employees are entitled to accrue 1.25 vacation days for each pay reduction day.

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The following employee units comprise the College's authorized employee complement:

No of Employees Date Agreement Expires

Faculty: RIC/AFT 342 6/30/10*

Professional Staff: PSA 142 6/30/10*

Registered Nurses 3 6/30/10*

RI Public Employees: Council 94, Local 2878 Council 94, Local 2879

167 100

6/30/11 6/30/11

Staff-Non-Union: N.A. 59

* Agreements are in the negotiating process

STUDENT BODY

Undergraduate Admissions

The College has a comprehensive program for recruiting undergraduate students. Recruitment strategies are designed and developed to deal with the current demographic pressure and to meet the enrollment goals of the College in concert with its mission. A wide variety of recruitment activities/techniques are used:

1. Professional staff conducts comprehensive recruiting within Rhode Island, with visits to all Rhode Island high schools to speak with high school seniors. Rhode Island is still the primary market for the College with 80% of the freshman class coming from the state.

2. The recruitment territory outside of Rhode Island includes the rest of the New England states plus New York, New Jersey, Maryland, Pennsylvania and Washington, D.C. Out- of-state recruitment of high school students includes some high school visits, but is done primarily through national and regional college fairs sponsored by the National Association of College Admission Counselors (NACAC) and the New England Association of College Admission Counselors (NEACAC). In addition, counselors make high school presentations and attend high school and mini-fairs in Connecticut and Massachusetts which are sponsored by local high schools and consortium groups.

3. Transfer recruitment occurs on a regular basis at local community college campuses in Rhode Island and in nearby Connecticut and Massachusetts.

4. The College makes additional efforts to recruit minority students through specialized college fairs. The College regularly attends such fairs in Massachusetts, Connecticut, New York and New Jersey. The Big Apple Fair in New York City is an excellent example of a minority recruitment fair. The College’s campus based Preparatory Enrollment Program (PEP), a program for students who do not meet traditional admission requirements but who are first-generation college, low income, and educationally or culturally less advantaged. While this program is not exclusively for minority students, a number of the students selected for the program are minorities.

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5. The Admissions Office offers campus tours, interviews, and group information sessions to prospective students, primarily for prospective freshman applicants. Transfer credit evaluation appointments are available for prospective transfer students. Student tour guides also assist the staff by working at phonathons designed to enhance enrollment. Walk-ins are welcomed and may speak to the counselor on call during regular business hours.

6. A combination of recruitment and yield events is held on campus annually such as Open House, RI Guidance Counselor Breakfast, Out of State Guidance Counselor Program, Presidential Scholar Dinner, and the Spring Party for admitted freshmen.

7. A series of publications have been developed (and are updated annually) that provide information on academic programs, admission requirements and procedures, college facts, honors program, diversity, and financial aid. These include a comprehensive freshman viewbook, as well as specialized applications and information for the PEP program, returning adults and transfer students.

Faculty and administration also participate in student recruitment efforts by participation in Admissions-sponsored events. In particular their volunteer efforts at both Open House, the major on campus recruitment event and the Spring Party, and the major on campus yield event, are significant and contribute greatly to the efforts of the admissions staff.

Freshman applications for undergraduate programs at the College have increased 16% from 2005-2009, while transfer applications have declined 8%. The total number of enrolled freshman students increased 14% during this time span and transfer enrollment declined by 5%.

Freshman and Transfer Admissions History Fall 2001 to Fall 2009

2001 2002 2003 2004 2005 2006 2007 2008 2009Freshman Applications 2414 2901 3088 3262 3385 3599 3668 4029 3938 Acceptances 1657 2079 2257 2363 2625 2565 2655 2865 3027% Accepted 69 72 73 72 78 71 72 71 77 Freshman Enrolled 960 1014 1099 1095 1160 1167 1159 1221 1326% Yield 58 49 49 46 44 45 44 43 44

Transfers Applications 1140 1189 1201 1258 1429 1304 1308 1103 1319 Acceptances 940 881 939 978 1097 1044 1055 953 1097 % Accepted 83 74 78 78 77 80 81 86 83Trans. Enrolled 630 603 648 649 752 728 733 633 711 % Yield 67 68 69 66 69 70 69 66 65

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The majority of the College's undergraduate student body is composed of Rhode Island residents, as shown in the table below.

Freshman Student Geographic Distribution Rhode Island Out-of-State

Fall Number Percent Number Percent

1999 751 88 108 13 2000 855 89 101 11 2001 832 87 128 13 2002 867 86 147 14 2003 911 83 188 17 2004 882 81 213 19 2005 971 84 186 16 2006 972 83 195 17 2007 946 82 213 18 2008 2009

981 1052

7779

240 23 274 21

The second-year retention rate for students entering as freshmen has averaged 77% over the past five years. Just over 77 % of the first-time, full-time freshman class entering in the fall of 2008 (the most recent class for which data is available) returned for their sophomore year. The retention rate for transfers is comparable to that of entering freshmen. About 16% of the students who enter the College as freshmen graduate within four years, with almost 45% graduating by the six-year mark. It is estimated that of the students entering as freshmen, 50% eventually graduate. The graduation rate for transfer students is approximately 10 percentage points higher than that for freshmen. ACADEMIC STANDARDS

While the College's mission is to offer accessible higher education of the finest quality to traditional and non-traditional students., both the College Board's Scholastic Aptitude Test scores and high school academic record are used in conjunction with high school recommendations during the admission's process to ensure that all students have the capability of succeeding at college-level work. During the years 2005 through 2009, the SAT verbal and mathematics scores have averaged 481 and 478, respectively. Sixty-seven percent of the Fall 2009 entering freshmen in these years were in the top half of their high school graduating class.

The College attributes its ability to attract quality students to its reputation for preparing students to make a positive contribution in their professional lives and to the life of their community. Over half of the entering freshmen at Rhode Island College are first generation college students, a statistic that reflects the importance of the College in providing first-time access to higher education for large numbers of families in the state.

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SAT Score History Entering Freshmen Fall 2005-2009

Average SAT Score 2005 2006 2007 2008 2009 5yr

Verbal 494 483 478 479 472 481 Math 490 485 476 476 465 478

Enrollments

The following table shows the College’s actual and projected enrollment for the ten year period (fall) 2001 through 2010 for full and part-time undergraduate and graduate degree candidates.

Degree Candidate Headcount Enrollment Actual and projected Fall 2001-2010

Undergraduate Graduate Actual Full-Time Part-Time Full-Time Part-Time 2001 4547 1913 268 507 2002 4552 1979 266 503 2003 4809 1882 246 535 2004 4907 1864 274 498 2005 5217 1883 273 473 2006 5184 1942 230 410 2007 5287 1910 253 480 2008 5405 1787 244 517 2009 5720 1780 228 505 Projected 2010 5750 1800 250 500

Special Academic Opportunities

The College offers an honors program for students with superior academic backgrounds as well as a number of ports of entry for non-traditional students. The Performance Based Admissions program offers entrance to older students who lack the traditional high school credentials. The Preparatory Enrollment Program is designed for educationally disadvantaged students who have been judged to have potential to do college level work with special support. The college has recently established a dual enrollment program with the Providence School System.

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Tuition and Fees

The table below summarizes the College’s tuition trends over five years.

RHODE ISLAND COLLEGE FULL-TIME UNDERGRADUATE TUITION AND FEES

2005-06 2006-07 2007-08 2008-09 (rev) 2009-10

$ % $ % $ % $ % $ %

In-State Tuition 3,888 6.6 4,144 7.7 4,418 6.6 5,089 15.2 5,420 6.5

Fees 788 3.3 814 4.8 838 2.9 882 5.3 988 12.0

Total In-State Tuition and Fees

4,676 6.0 4,958 7.1 5,256 6.0 5,971 13.6 6,408 7.3

Out of State Tuition 11,200 7.8 12,074 8.1 12,826 6.2 13,800 7.6 14,500 5.1

Fees 788 3.3 814 4.9 838 2.9 882 5.3 988 12.0

Total Out of State Tuition and Fees

11,988 7.5 12,888 7.8 13,664 6.0 14,682 7.5 15,488 5.5

Average Room &Board 7,010 5.5 7,393 4.8 8,021 8.5 8,484 5.8 9,054 6.7 The table below shows the College's tuition and fees and room and board charges in comparison to

the College's peer institutions (2009/2010).

Tuition and Mandatory Fees Room & Board

Total

Four Year Comprehensive

Residents

* Non-Residents

* Room & Board

* Residents

* Non- Residents

*

Bridgewater State College $6,473 8 $12,613 11 $8,116 8 $14,589 8 $20,729 10

Buffalo State (SUNY) $6,007 11 $13,907 9 $9,186 5 $15,193 7 $23,093 8

Central Connecticut State Univ. $7,813 3 $17,505 2 $9,122 6 $16,935 4 $26,627 3

Frostburg State University $6,684 7 $16,880 4 $7,304 9 $13,988 10 $24,184 5

Kean University $9,446 2 $14,081 7 $9,932 1 $19,378 2 $24,013 6

Rhode Island College $6,408 9 $15,488 6 $8,818 7 $15,226 6 $24,306 4

Saginaw Valley State University $6,900 5 $16,200 5 $7,270 10 $14,170 9 $23,470 7

Salem State College $6,790 6 $12,930 10 $9,330 4 $16,120 5 $22,260 9

University of Wisconsin-Oshkosh $6,349 10 $13,922 8 $5,864 11 $12,213 11 $19,786 11

Western Connecticut State Univ. $7,462 4 $17,154 3 $9,712 2 $17,174 3 $26,866 2

William Patterson University $10,992 1 $17,878 1 $9,480 3 $20,472 1 $27,358 1

*Rankings

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In Fiscal Year 2009 the College awarded $46.3 million of Financial Aid.

RHODE ISLAND COLLEGE FINANCIAL AID AWARDS By type of fund and program 2008-2009 Number of Type of fund and program Amount Share of Total Recipients* Federal funds Grants $7,031,346 3,695 Loans $25,861,443 7,839 Work-Study $783,698 535 Subtotal federal funds $33,676,487 72.8% 12,069 State funds Rhode Island $1,722,692 1,915 RI Children's Crusade $454,108 107 DCYF Incentive Grants $83,440 9 Other states $53,438 85 Subtotal state funds $2,313,678 5.0% 2,116 College funds Grants and Scholarships** $3,788,251 1,845 College funded employment $2,056,377 694 Subtotal College funds $5,844,628 12.6% 2,539 RIC Foundation and Alumni Grants and Scholarships $499,722 1.1% 510 Alternative Loans*** $3,934,868 8.5% 591 GRAND TOTAL $46,269,383 100.0% 17,825 * A student may receive funds from more than one program. **Tuition Waivers and Graduate Assistantships not included. ***Loans from private or other non-federal sources.

STUDENT SERVICES

Rhode Island College provides a number of academic support and advising services to help students develop their potential in a variety of ways. These services are available to all undergraduate students. Among these services are the following:

Academic Advisement Information Center

Setting realistic academic goals and working toward appropriate degree requirements are important parts of college life. The Academic Advisement Information Center helps students who are undecided on a major or those students who have not been formally admitted into the School of Education and Human Development. The center is also a resource for academic policies and issues related to changing majors and making course selections. One-on-one advising or group advising is available throughout the academic year and during summer school.

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Academic Development Center

The Academic Development Center teaches effective strategies for academic success. Students may obtain individual or group instruction in study strategies, reading comprehension, and time management skills. A professional and peer student staff is available to review the computerized learning and study skills inventory with students, to develop alternate approaches to assignments for students with learning disabilities, and to provide support and tutorial help for the ESL students.

Career Development Center

The Career Development Center provides a range of services for students and alumni that may be helpful at any stage of the career decision-making or job search process. In addition to individual counseling, students may use SIGI (System of Interactive Guidance and Information)-a computer system that helps students examine their values, identify and explore options, and reach informed decisions concerning careers. The office schedules on-campus interviews with prospective employers, sponsors career programs, and conducts workshops on topics such as job search, resume writing, and interviewing. It also maintains job listings and a resource library with employment projections, employer directories, company literature, and other pertinent materials. The Career Development Center also administers a student employment program that offers career-related opportunities during college.

Campus Center

The Campus Center, located in the Student Union, offers facilities, services, conveniences, and amenities for all members of the campus community. It includes the Bookstore, a satellite food operation, the Campus Card Center and the Information Center. The center sponsors a spring weekend, leadership workshops, lectures, concerts, and many other special events. The building contains the Office of the Campus Center, the Office of Student Activities, Student Community Government, The Anchor, Anchor TV, WXIN Radio, Student Programming, and many other student organizations.

Unity Center

The Unity Center is Rhode Island College’s multicultural center. It promotes opportunities for exploring human dignity, social identity and cultural equity. The Center fosters collaborative programming among its student affiliations, faculty and local community. It is committed to challenging stereotypes, racism and apathy and gender discrimination. The Center’s concern is to maintain global awareness by responding to current events while preparing others to be productive citizens of the world. The Center is also a place where students can engage their peers and faculty about what is being taught in the classroom and is a space for dialogue and discussion. We strive to preserve, bolster and enrich students’ cultural, social and ethnic identity.

Campus Ministry

The Campus Ministry sponsors a series of programs and activities, including retreats, workshops, and bible study. Social service opportunities are encouraged, organized, and promoted as well. Both Catholic and Protestant chaplains are available to students, faculty, and staff for counseling and pastoral support.

Cooperative Playgroup

The Cooperative Playgroup is a campus organization sponsored by Student Community Government. Through the cooperative involvement of parents the Co-op provides affordable, reliable, high quality childcare for children ages three to five. Students, staff and faculty of Rhode Island College are eligible to enroll their children. Children of students are given first priority.

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The Cooperative Playgroup, which is both DCYF and state licensed, employs a certified teacher and work/study students. In addition to paying a reasonable monthly tuition, parents work designated hours, attend monthly meetings and participate in the running of the Co-op.

Counseling Center

A professional staff of psychologists and counselors provides individual counseling to students who seek help with emotional or social problems, academic difficulties, or educational and career planning. Vocational interest testing and other forms of assessment are available as needed. The center also conducts group workshops on personal development matters, such as stress management and procrastination.

Disability Related Services

Rhode Island College is committed to integrating students with disabling conditions (physical, neurological, hearing and visual impairments, learning disorders, ADD/ADHD, chronic conditions, and psychological/emotional problems) into the campus community. Opportunities include support services, advisement, referrals, and special equipment. The Office of Student Life endeavors to make students aware of the many opportunities and resources available to them. The office not only serves as an advocate for students with disabilities, but also encourages students toward self-advocacy, independence, and productivity.

Disabled employee services are coordinated through the Office of Human Resources.

Food Services

Food services are available in the Donovan Dining Center, Building 3 and the Student Union. Resident students purchase their meal plan as part of their room-and-board package and other students may purchase food individually. Vending machines are located in many buildings throughout the campus. A renovation of the food service area in the Donovan Dinning Center is planned for 2010.

Health Services

The College Health Services provides ambulatory, primary medical care to all students. Local hospitals are used for emergencies or serious illnesses. The Director of the College Health Services is assisted by two full-time and two part-time nurses.

Intercollegiate Athletics, Intramurals and Recreation

The College's Intercollegiate athletic/physical education complex includes a fully equipped training/rehab room; practice and competition sites for varsity programs in basketball, gymnastics, volleyball, and wrestling; a weight-training facility; offices and classrooms; a motor learning laboratory; and the Athletic Hall of Fame. In addition to the indoor facilities, athletic department facilities include the Bazar Softball Facility, the intercollegiate baseball field, the Black Track complex and the competitive tennis facility.

Rhode Island College sponsors 19 varsity sports through the Department of Intercollegiate Athletics. Six team's sports are offered in the fall, six team sports during the winter, and seven during the spring. The varsity intercollegiate athletic program is open to all full-time undergraduate degree students.

Rhode Island College is a member of the National Collegiate Athletic Association (Division III), the Eastern Collegiate Athletic Conference, the Little East Conference, and the Rhode Island Association of Intercollegiate Athletics for Women.

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The Recreation Center offers an extensive intramural program and a wide variety of popular recreational opportunities for undergraduate and advanced-degree students. Programs and activities are also available to faculty, staff, alumni, and the community on a membership-fee basis.

Instruction is offered in swimming and water safety, wellness and fitness training, and leisure-time sports activities and programs. Also offered throughout the year are informal weekend activities centered on open recreation, recreational tournaments, and outdoor activities, which may include camping, canoeing, hiking, cycling, and skiing.

The center includes: a five-lane, 25 yard, L-shaped heated swimming pool: a new five-lane, 1/10 mile indoor track; three multiple playing courts for basketball, volleyball, and tennis; a recently completed cardiovascular/weight area that includes cybex stations, free weights and state-of-the-art cardiovascular conditioning machines; and full complement of locker facilities for men and women, including steam and sauna rooms.

In the spring of 2008 the College embarked on a feasibility study with the specific intent to comprehensively investigate design and construction opportunities, along with associated cost options, for the renovation of the Rhode Island College Recreation Center. In January of 2009 this in-depth study was submitted to the College for review. The data provided in the feasibility study concluded that a recreation center renovation was necessary in the immediate future. The renovation is estimated to cost about $10 million.

The existing recreation center on the RIC campus, built in 1989, was constructed to meet the needs of a campus population of less than 5,000; it now services twice that population. The facility has been in dire need of significant repair and renovation over the past few years.

The facility is actually three buildings joined together to form one. The first building is the original activity center for the State of Rhode Island’s O’Rourke Children’s Center. This building included a small second level gymnasium with stage, lower level locker rooms, and other fitness related space. The second building was utilized to encompass the former outdoor swimming pool of the children’s center (Sturdut Pool) into an indoor natatorium. The third piece of the complex and the center piece of the recreation center is a more than 30,000 square foot fieldhouse with a tenth of a mile indoor track, with three interchangeable courts. There is also a small accompaniment of locker rooms, offices, and storage.

The first and original building is basically in its primary state, circa 1952, and the remainder of the center was retrofitted early in its use to accommodate campus needs resulting from the general alarm fire on the College’s campus in 1992 that destroyed the Walsh Gymnasium.

Management Information Services (MIS)

Management Information Services is responsible for the College's administrative information processing systems. It manages PeopleSoft modules in the offices of admissions, records, bursar, and financial aid, as well as the human resources office alumni and development, and financial areas. MIS also manages the PeopleSoft web interface that provides self-service features for faculty, staff, and students, PeopleSoft Help Desk Support, PeopleSoft training, ad hoc reporting, technical support for the department users, and stand alone departmental information systems primarily based on Microsoft Access.

Mathematics Learning Center

The Mathematics Learning Center prepares students to pass the Mathematics Assessment Examination. Tutors use modules and work individually or in small groups to help students with their

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particular areas of weakness. The center also helps students who seek assistance with specific topics in mathematics courses and with mathematics topics in other disciplines.

New Student Programs

The Office of Academic Support and Information Services is responsible for the orientation of all new undergraduate students. The orientation program provides academic advisement as well as an introduction to campus life. All new students are required to attend. For freshmen entering in the fall, orientation consists of a two-day summer program on campus; all other new students participate in a shorter, more intensive version. The office also conducts additional programs, counsels new students, and coordinates College efforts directed toward them.

Residential Life

On-campus housing is available to undergraduate students. Six residence halls - Browne, Thorp, Weber, Willard, and Sweet and a new hall completed in fall of 2007 - provide accommodations for 1,200 men and women. In addition to serving as living and study quarters, residence halls form important centers of student life. Individual halls sponsor social events, intramural sports teams, and a range of enrichment activities. All rooms have phone, TV, and Internet access.

Tutorial Services

Any student having problems with mastering course content is encouraged to arrange for tutoring as soon as possible. Tutorial services are offered only in certain subjects, free of charge, and are administered through the Office of Academic Support and Information Services.

Campus Technology

The College has two walk-in computing facilities for student use. Located in the Horace Mann and Whipple Halls, the walk-in facilities house about 130 computers, are open 7 days a week, and offer access to popular software applications and the Internet. The College has a significant investment in technology. Smaller computing labs and technology-enhanced classrooms are widely distributed across campus. Wireless connectivity is available in many campus buildings and the central mall, and the campus residence halls provide an Internet connection for every student.

Writing Center

The Writing Center is staffed by highly qualified students who respond to writing as readers and collaborators. The tutors work with all writers, from freshmen to graduate students, in all disciplines. The staff can assist with any phase of writing, such as refining topics, writing for a specific audience, developing ideas, organizing material, revising drafts, and editing. The Writing Center maintains a reference library consisting of books and journals on writing theory, articles on writing in various disciplines, and handouts on everything from using peer groups in the classroom to MLA and APA style sheets.

STEM Center

Student Union

A comprehensive renovation of the Student Union and the grounds was completed in July 2003.

Alger Hall

A comprehensive restoration of Alger Hall was completed for Fall of 2005. Alger Hall houses the School of Management.

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FINANCES/BUDGET

The following summary of Current Fund Revenues, Expenditures and Changes in Fund Balance for the five years ending June 30, 2009 was prepared from financial statements that were audited by O’Conner and Drew PC Certified Public Accountants. The table should be read in conjunction with the audited financial statements of the College and related notes thereto for the year ending June 30, 2009, which appear in Appendix B to the Official Statement.

RHODE ISLAND COLLEGE (A Component Unit of the State of Rhode Island and Providence Plantations)

Statements of Revenues, Expenses and Changes in Net Assets

2009 2008 2007 2006 2005 Operating revenues: Tuition and fees 51,480,727 45,899,203 42,927,143 40,254,215 36,828,384 Auxiliary enterprises 17,250,953 16,355,996 13,252,900 12,851,544 12,311,852 Less scholarship allowances (11,602,003) (10,122,098) (8,525,416) (7,557,146) (7,083,681) Net student fees 57,129,677 52,133,101 47,654,627 45,548,613 42,056,555 Federal, State, local, and private grants and contracts 19,351,054 17,162,280 16,930,198 14,379,196 14,037,817 Sales and services of educational departments 3,975,928 3,012,398 3,046,038 2,781,388 3,017,811 Total operating revenues 80,456,659 72,307,779 67,630,863 62,709,197 59,112,183 Operating expenses: Instruction 36,954,423 36,500,862 36,122,336 36,818,644 33,291,306 Research 11,219,346 10,953,393 11,120,210 8,870,799 8,288,387 Academic support 12,061,561 11,035,134 11,069,910 12,027,271 10,829,183 Student services 7,226,361 7,569,457 7,333,396 7,387,122 7,021,970 Scholarships and fellowships 5,350,557 4,696,757 4,376,726 4,486,357 4,907,000 Public service 713,330 697,848 807,512 816,426 875,177 Operation and maintenance of plant 12,812,435 12,076,872 11,103,722 12,447,596 10,344,955 Institutional support 17,604,012 17,382,878 16,371,685 13,366,586 15,140,298 Depreciation and amortization 5,104,273 4,712,975 4,269,902 4,022,254 4,926,630 Auxiliary enterprises 12,084,907 12,070,786 11,261,385 10,983,199 10,391,481 Total operating expenses 121,131,205 117,696,962 113,836,784 111,226,254 106,016,387 Operating loss (40,674,546) (45,389,183) (46,205,921) (48,517,057) (46,904,204) Nonoperating revenues (expenses): State appropriations (note 12) 39,895,044 44,346,721 45,024,196 44,069,413 44,117,090 Gifts Payments between the College and Foundation 411,584 202,474 298,198 222,988 266,916 Net investment income (loss) 389,906 1,076,926 1,252,271 541,507 470,311 Interest expense (1,556,085) (1,586,640) (639,593) (872,506) (686,268) Other — 396,902 750,000

Net nonoperating revenues 39,140,449 44,039,481 45,935,072 44,358,304 44,918,049

Income (loss) before

other revenues, expenses,

gains or losses (1,534,097) (1,349,702) (270,849) (4,158,753) (1,986,155) Capital appropriations (note 12) 9,860,515 3,833,457 9,636,533 4,025,270 2,814,558 Capital gifts from Foundation 302,131 277,906 279,677 572,919 398,032

Increase(Decrease) in net assets 8,628,549 2,761,661 9,645,361 480,875 1,606,349

Net assets, beginning of year 57,300,166 54,538,505 44,893,144 44,412,269 42,805,919 Net assets, end of year 65,928,715 57,300,166 54,538,505 44,893,144 44,412,268

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To support its strategic priorities in the current financially challenging environment, the College and the Board of Governors increased 2011 tuition and fees by 9.0% for both in-state student and out-of-state undergraduate students, 10.3% for in-state graduate students, and 8.0% for out-of-state graduate students

The Rhode Island Board of Governors for Higher Education submits a running five year capital improvement plan to the General Assembly and State Executive each year. The plan includes proposed capital asset protection projects for the College. The fiscal year 2011-2015 plan for the College totals $198.7 million and includes all projects underway and planned, whether funded or not. The College estimates that over $129.4 million of this total is from deferred maintenance. This plan forms the basis for discussions on funding the various projects from all available funding sources. During fiscal year 2009, the College expended $10.3 million on plant related projects. The College generally has funded its capital plans through a combination of funds received from College operations, State of Rhode Island Capital appropriation, and general obligation bonds. The execution of the College’s capital improvement plan is contingent upon approval and sufficient funding from the State.

RHODE ISLAND COLLEGE FOUNDATION

The Foundation was founded in 1965 and organized as a 501(c)(3) corporation. It was established to solicit, encourage and receive gifts from private sources for the benefit of the College. Accordingly, the Foundation serves as the repository for gifts and bequests made for the benefit of the College or for the eventual pass-through of funds directly affecting the College or students through scholarship awards. Governance of the Foundation is entrusted to a Board of Trustees separate from any Board having jurisdiction over the College. Day-to-day operations are administered under the direction of the Executive Director who also serves as the Vice President for College Advancement.

At June 30, 2009, the Foundation assets had a fair value of $17,726,671. Nearly all the assets of the Foundation are pooled for investment purposes. The most recent audited financial statements at June 30, 2009 reflect total net assets of $16,739,854 comprising ($114,739) unrestricted net assets; $1,677,659 temporarily restricted net assets and $15,176,934 of permanently restricted net assets.

Citizens Bank and the Common Fund provide various investment services to the Foundation. These services include safekeeping of investment securities and recording fund receipts and disbursements.

OUTSTANDING DEBT

The College has various bonds payable which had an outstanding balance of $10,966,620 as of June 30, 2009. In addition, the College has one note of $1,774,597 and a long term payable due to the State of Rhode Island for the repayment funds used to construct the new residence hall of $18,637,369 as of June 30, 2009.

INSURANCE

The College is insured for various risks of loss arising out of claims for negligence, including bodily injury and property damage, wrongful acts, professional liability and workers compensation through a combination of insurance policies and self-insurance. Property insurance is purchased to cover College buildings and contents against risks of direct physical loss, on a blanket, replacement cost basis. The blanket limit for policy term from July 1, 2009 to July 1, 2010 is $535 million.

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LITIGATION

Litigation and other claims incident to the normal operation of the College are pending against the College. While the ultimate liability, if any, of the College is not presently determinable, such litigation and other claims, in the opinion of the College's administration, will not, in the aggregate, have a material adverse effect on the College's financial position or operations.

This letter and the information contained herein are submitted to the Corporation for inclusion in the Official Statement relating to the 2010 A Bonds.


RHODE ISLAND BOARD OF GOVERNORS FOR HIGHER EDUCATION

By: /s/Frank Caprio Chairperson


APPENDIX A-3

Information Relating to the Community College of Rhode Island


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February 3, 2010 Rhode Island Health and Educational Building Corporation 170 Westminster Street Providence, Rhode Island 02903 Dear Members of the Corporation: The Board of Governors for Higher Education (the “Board of Governors”) is pleased to submit the following information regarding the Board of Governors and the Community College of Rhode Island (the “Community College” or “CCRI”). This letter and the information contained herein are submitted to the Rhode Island Health and Educational Building Corporation (the “Corporation”) for inclusion in its Official Statement relating to its Higher Education Facility Revenue Bonds, Board of Governors for Higher Education Educational and General Revenue Issue, Series 2010A (the “2010A Bonds”).

MISSION The mission of the Community College is to provide all Rhode Island residents with open access to post secondary education by providing an ambitious array of both academic transfer and occupational programs. In addition, the Community College develops educational and training programs for local businesses and industries to further the state’s economic development objectives. The Community College is also open to out-of-state residents. HISTORY In January, 1960, the Rhode Island Junior College state system was established by an act of the Rhode Island General Assembly. The legislation closely followed the recommendation of a Commission to study Higher Education, which called for the establishment of a statewide system of junior college campuses. From its modest beginning with 325 students in 1965, to the present enrollment of over 17,700 credit and 36,000 non-credit students, the Community College has grown steadily to meet the goals of its founders. The growth in numbers of students has been accompanied by curriculum expansion and additional services for Rhode Islanders, including opening a new campus in Newport in January, 2005. On June 26, 1980, the Rhode Island Board of Regents for Education approved a change in the name of the Community College from Rhode Island Junior College to the Community College of Rhode Island to reflect the true mission of the institution. CAMPUS LOCATIONS Community College courses are offered in a variety of locations across the state. The Knight Campus in Warwick, the Flanagan Campus in Lincoln, the Liston Campus in Providence and the Newport County Campus are the campuses of the Community College. Some classes are also offered at satellite locations in downcity Providence and Westerly and at off-site locations throughout the state.

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Knight Campus The Knight Campus is located on 205 acres adjacent to Route 295 and 95 in Warwick. All academic facilities at this campus are housed under on roof, a futuristic megastructure that encourages social, educational and cultural exchanges among the entire student body. The design of the megastructure reflects the philosophy of the Community College, which stresses interaction among students from all fields of study. Athletic facilities are located in a separate field house. An 80,000 sq. ft. addition to the megastructure was completed in March, 2003, increasing total campus buildings to 456,000 square feet. Flanagan Campus The Flanagan Campus occupies a 300-acre site off Louisquisset Pike in Lincoln. It features one building composed of three connected modules, totaling nearly 7 ½ acres of floor space. The building includes such innovative features as solar panels and computerized temperature controls. A separate field house on this campus contains a swimming pool. Campus buildings total 345,000 square feet. Liston Campus The Edward Liston Campus in Providence located in the heart of the inner city on over six acres of land, consists of a large brick building that contains 28 classrooms and labs, six technical shops and a 250-seat auditorium. The 103,000 sq. ft. facility is used to bring expanded educational opportunities to urban residents, particularly those who tend to be among the less affluent and mobile members of the community. The campus offers associate degree programs, credit and non-credit courses, a high school equivalency program, English-as-a-language courses, skills appraisal and testing, and counseling services. A 35,000 sq. ft. addition to the Edward Liston Campus was completed in the Fall 2004.

Newport County Campus The Newport Campus, adjacent to the Newport Naval Station, overlooks scenic Narragansett Bay. The 72,000 square foot facility on five acres of land was completed and opened for classes in January, 2005. It offers expanded educational opportunities to Rhode Island residents in the East Bay area. LIBRARY The libraries at the Flanagan, Knight, Liston, and Newport campuses of the Community College of Rhode Island contain over 100,000 volumes and subscriptions to over 600 periodicals. Personal computers in each library provide access to the library catalog, periodical databases, and other Internet resources.

The CCRI Library is a member of the Higher Education Library Information Network (HELIN) Consortium. The other HELIN members are Brown University, Bryant University, Johnson and Wales University, Providence College, Rhode Island College, Roger Williams University, Salve Regina University, the University of Rhode Island, Wheaton College, Dominican House of Studies, and the Association of Rhode Island Health Sciences Libraries (ARIHSL). Together, the HELIN Consortium libraries contain over 4.6 million volumes of material. The Consortium has recently embarked on a collaborative collection development project to maximize financial resources at all the participating institutions.

CCRI students may borrow materials from the circulating collections of the HELIN member libraries using their library card.

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ACCREDITATIONS The courses and programs of study offered by the Community College are approved by national accreditation agencies and are accepted for credit toward college degrees by other approved institutions of higher learning. National accrediting agencies that have approved the quality of the course offerings of the Community College include the New England Association of Schools and Colleges, the Rhode Island Board of Nurse Registration and Nursing Education, the National League of Nursing, the American Medical Association (Committee on Allied Health Education), the American Dental Association (Commission on Accreditation of Dental Education Programs), the Joint Review Committees on Education in Radiologic Technology and in Respiratory Therapy Education and the Commission on Accreditation in Physical Therapy Education. ACADEMIC PROGRAMS The Community College offers a wide array of academic and vocational/technical programs on campus, at employer sites, and on-line.

Academic programs are designed to award the associates degree and/or prepare students for transfer into bachelor’s degree programs at four year colleges and universities. Among the more popular associates degree programs are nursing, allied health specialties, and general studies. Technical career programs equip students with the skills needed to obtain employment in businesses, industries, and allied health agencies.

The Community College also offers a variety of non-credit opportunities, including grant funded vocational training, high school equivalency preparation, and self-enrichment courses.

In addition, the college‘s workforce training and corporate education programs offer a variety of options for businesses, industries, and government agencies. Customized courses or degree programs are designed to meet the training needs of companies and their employees.

DEGREES AWARDED The number of undergraduate degrees awarded by the Community College during the last ten years is noted in the following table:

TOTAL YEAR UNDERGRADUATE

DEGREES

1996-97 1,551

1997-98 1,403

1998-99 1,421

1999-00 1,333

2000-01 1,379

2001-02 1,369

2002-03 1,315

2003-04 1,357

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THE COLLEGE COMMUNITY

The Community College community consists of the student body, faculty, administration, staff, and alumni. The College Coordinating Council represents the faculty and staff on matters of educational policy and governance. The students are represented through the Student Government Association and the alumni through the Alumni Association.

The Community College of Rhode Island is committed to equal opportunity and affirmative action. The Community College prohibits discrimination on the basis of race, sex, religion, age, color, national origin, handicap, sexual orientation, conviction record, or Vietnam-era veteran status. The Community College policy is in concert with state and federal nondiscrimination laws.

ADMINISTRATION

The President is the chief administrative officer of the Community College. Other administrative officers include the Vice President for Academic Affairs, the Vice President for Business Affairs, the Associate Vice President for Student Affairs, and the Associate Vice President of the Center for Workforce and Community Education. Deans are in charge the Faculty of Arts, Humanities and Social Sciences, the Faculty of Health and Rehabilitative Sciences, the Faculty of Business, Science and Technology, the Office of Admissions, the Financial Aid Office, the Library, and Student Life.

President

In July 2006, Ray M. Di Pasquale was appointed the fourth president of the Community College of Rhode Island after having served as interim president for more than a year. On January 1, 2010, he assumed the additional duties of Acting Commissioner for the Rhode Island Office of Higher Education.

Prior to joining CCRI, President Di Pasquale most recently served as vice president for enrollment management and student affairs, as well as interim vice president for institutional advancement at the State University of New York’s SUNY College at Brockport in upstate New York, part of one of the largest and most respected educational systems in the world. During his term from 1998 to 2006, he is credited with increasing freshmen applications by more than 50 percent, taking SUNY Brockport from the lowest application rate in the New York system to the highest and improving the first-year student retention rate from 70 percent to 84 percent. President Di Pasquale brings to CCRI demonstrated success in fund-raising, student enrollment, success and retention, community building, marketing and strategic planning.

President Di Pasquale’s career in higher education spans more than 35 years in positions that range from teaching to director of athletics and director of admissions. He spent most of those three decades in the Massachusetts community college system, having held positions at Middlesex Community College and Springfield Technical Community College, including stints of holding multiple leadership positions simultaneously. Additionally, he has taught management, marketing and government courses.

2004-05 1,285

2005-06 1,219

2006-07 2007-08 2008-09

1,320 1,384 1,416

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In addition to his career in public higher education, President Di Pasquale has been active in his community. He was elected to the Springfield (Mass.) City Council, served as vice chairman of the Springfield School Committee and as chairman for the Hampden County Commissioners. He has received several honors throughout his career, including scholarships established in his honor by faculty and staff at SUNY Brockport and Springfield Technical Community College and another at CCRI that evolved from funds raised during his presidential inauguration. President Di Pasquale also received the Outstanding Performance Citation, a Massachusetts statewide performance recognition program. Since coming to Rhode Island, President Di Pasquale has assumed leadership positions on the boards of directors of the Newport Chamber of Commerce, as chair of the Rhode Island Campus Compact Executive Committee and the Met School Board and is a member of the Rhode Island Economic Policy Council and the Rhode Island Commodores. He also is a member of the College Board New England Community College Advisory Committee and is a Kent Hospital Incorporator. President Di Pasquale earned his Bachelor of Science degree from Arkansas Tech University in Russellville, Ark., and his Master of Science from Northeastern University in Boston. Vice President for Business Affairs

Robert J. Shea, Jr. came to CCRI in June 2007 after a 25-year career with the U.S. Navy, during which he served in a wide variety of operational, staff and command positions. His last post was as a faculty member at the Naval War College in Newport, RI. As the college’s chief financial officer, Mr. Shea oversees the development and management of the college’s budget and is responsible for 250 personnel within the division of Business Affairs, including accounting, information technology, human resources, payroll, physical plant, bursar and campus security. He plays an active and collaborative role in strategic planning, policy development, forecasting and resource analysis for the college and also serves as the college’s fiscal liaison to the Board of Governors. Mr. Shea holds a B.S. from Massachusetts Maritime Academy, a M.A. from the Naval War College and a M.B.A. from the College of William and Mary. Vice President for Academic Affairs

Professor Lela Morgan, CLS, MA, MT(ASCP), CLS(NCA) has served as the Vice President of Academic Affairs at the Community College of Rhode Island since 2005. After working as a Clinical Laboratory Scientist, Ms. Morgan began her teaching career at Community College of RI, where she was Program Director for the Clinical Laboratory Technology Program and served as Chairperson for the Allied Health Department for over 30 years. She has been instrumental in the development and initial implementation of many of the health science programs at CCRI. Ms. Morgan has been a mentor to many students, assisting them in reaching their full potential. She has been a strong advocate for faculty, especially those she has supervised. Along with her role as professor, Ms. Morgan is Chair of the Education Committee for the Rhode Island Commission on Women, is past president and current board member of the John Hope Settlement House and serves on the board for the Urban League Guild. She is an active member of the 100 Black Women Organization as well as the HIV Provision of Care Committee for the Rhode Island Department of Health, the Delta Sigma Theta Sorority and The Greater Providence RI Chapter Link's Inc. where she has held several offices. She has received many awards, most recently from the National Institute for Staff and Organizational Development (NISOD) for Excellence in Teaching and from the Urban League of RI, the Leadership and Women of Substance award. She is a lifetime member of the NAACP. Ms. Morgan

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received her undergraduate degree from Briar Cliff College, Sioux City, Iowa and her Masters of Arts in Health Care Education from Central Michigan University, Mt. Pleasant, Michigan. Associate Vice President for Student Affairs

Dr. Ronald Schertz has served as Associate Vice President for Student Affairs at the Community College since 2006. In this role, Dr. Schertz focuses on increasing the retention and graduation rates of students. He directs all college services and activities that encourage students to reach their full leadership potential while achieving academic and career success. Dr. Schertz works with all student support groups including advising and counseling, special student services, enrollment services, Co-op Education/Placement, career services, student success centers, testing and assessment centers, student life, athletics and student health. Prior to assuming his present position, Dr. Schertz was Dean of Student Development/Assessment Degrees. He received a BS from Illinois State University, a MA from West Virginia University, and the Ph.D. from the University of Connecticut. Associate Vice President of the Center for Workforce and Community Education

Ms. Robin Smith is the Associate Vice President of the Center for Workforce and Community Education at the Community College of Rhode Island which serves more than 36,000 students through a variety of non-credit and credit courses and training programs. The Division enriches lives through community partnerships, corporate alliances, customized training and non-credit and credit courses and continuing education. Ms. Smith currently serves on the Board of Trustees of Davies Career and Technical School in Lincoln, RI , Workforce Solutions Board of Providence/Cranston and the Greater Rhode Island Workforce Board. Ms. Smith was the Director of the Center for Business and Industry at Bristol Community College in Fall River, MA for ten years and was a regional leader in developing workforce development programs and customized curriculum for workplace implementation. She is a Past President of the Rotary Club of Fall River, MA and a Paul Harris Fellow. She has a background as a technical trainer for IBM and Siemens and holds a B.A. from Indiana University in East Asian Studies and an M.A. from New York University in Education. FACULTY AND STAFF

In total, the Community College is authorized to employ 780.5 full-time equivalent employees, including 363.5 faculty. The Community College also relies on adjunct faculty to assume a substantial proportion of the teaching workload. The number of adjunct faculty varies with student enrollment. In the Fall of 2009, tenure-track Community College faculty numbered 330. Adjunct faculty numbered approximately 570. Adjunct faculty are appointed for the course involved and are not eligible for benefits or tenure.

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The faculty profile by rank is noted below:

Number

Professor

Assoc. Asst. Inst.

Total/Ave.

133 55 137 5 330

% Female 52% 71% 72% 20% 63%

Yrs. Of Service 15 or More 10 to 14

1238

12 18

13 5

1 3

5 to 9 Less than 5 Highest Degree Doctorate Master's Bachelors CAGS Associates

20

37930

30

260

13 42 0 1 0

2197

18 114

4 0 0

10

0 0 4 0 1

No. Tenured % Tenured

133 100%

5396%

2719%

00%

213 65%

The Community College is authorized to employ 451 full-time equivalent non-faculty employees. Due to financial circumstances, 84 of these positions are currently vacant.

FACULTY COMPENSATION

Faculty compensation is determined through a collective bargaining process between the Board of Governors and Community College faculty as represented by the faculty association (NEA/CCRIFA). The latest contract provided for a 2.5% increase effective January 1, 2008, 2.5% for 2009, and 3.0% for 2010.

EMPLOYEE RELATIONS

The Community College prides itself on its relations with its employees in general and with the various unions that represent them in particular. Fringe benefits provided include disability insurance, group life insurance, hospitalization and major medical insurance, vision care and prescription drug insurance, dental insurance, retirement plans, and a tuition remission program.

The classified employees of the Community College participate in the State of Rhode Island's Employees Retirement System. Prior to 1967 all professional staff and faculty also participated in that system; however, subsequent to 1967 all new employees had to participate in the Board of Governors retirement plan (TIAA/CREF or alternate). Both the participant and the Community College make contributions to that plan. The Community College has no unfunded pension liabilities; however, upon retirement, employees may be eligible for a portion of their unused sick leave and those retirees who were employed during the 1991-92 academic year may be eligible for a maximum of twenty-nine days of Salary Deferral Pay.

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The following employee units comprise the Community College's authorized employee complement:

No. of Employees Date Agreement Expires

Faculty: NEA/CCRIFA 330 6/30/10

Professional Staff: CCRIPSA

172 6/30/10

RI Public Employees: Council 94, Local 2878

181

6/30/11

Staff-Non-Union: N.A. 56

STUDENT BODY

Undergraduate Admissions

The Community College has a comprehensive program for recruiting undergraduate students, the vast majority of whom are Rhode Island residents. Recruitment strategies are designed and developed to deal with the current demographic pressure and to meet the enrollment goals of the Community College in concert with its mission. A wide variety of recruitment activities/techniques are used: 1. The Community College has a strategic marketing campaign utilizing national and local television

and print media to raise awareness of the Community College and the opportunities it offers.

2. A series of electronic media and hard copy publications have been developed by the Community College (and are updated annually) that provide information on academic programs, admission requirements and procedures, college facts, honors program, diversity, and financial aid.

3. Professional staff conduct comprehensive recruiting within Rhode Island, with visits to Rhode Island

high schools to speak with high school seniors. The Rhode Island market is still the primary one for the Community College with 95% of last year's freshman class coming from the state.

4. The Admissions Office offers campus tours, interviews, and group information sessions to

prospective students, primarily for prospective freshman applicants. Transfer credit evaluation appointments are available for prospective transfer students. Walk-ins are welcomed and may speak to the counselor on call during regular business hours.

5. A combination of recruitment and yield events is held on campus annually. Faculty and

administration also participate in Admissions-sponsored events.

6. The Community College also has the New England Regional Student Program offering qualified non-resident student tuition at 150 percent of the current in-state tuition rate.

Admission Requirements The Community College of Rhode Island has a policy of open admissions which gives all Rhode Island residents an opportunity for education beyond the high school level. Students who plan to attend CCRI with the intention of transferring to a four-year college or university can best prepare themselves in high school by taking college preparatory courses and obtaining a solid foundation in the humanities, language, arts, mathematics and sciences.

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If a prospective applicant has reached the age of sixteen years, the compulsory school attendance age in Rhode Island and has earned a high school diploma or its equivalent, the applicant may be admitted to a certificate or degree program at the Community College of Rhode Island. Although a high school diploma or its equivalent is not a general admission requirement of the Community College provided the student is 18 years of age, intercollegiate athletic participants, applicants for financial aid or veterans' benefits and, in some cases, students applying for transfer to some senior colleges must show evidence of a high school diploma or its equivalent. A high school diploma or its equivalent is also required for admission to the following programs: Nursing, Clinical Laboratory Technology, Radiography (X-Ray), Respiratory Therapy, Dental Hygiene, Dental Assistant, Physical Therapist Assistant, Occupational Therapy Assistant and Phlebotomy. The College Board Scholastic Assessment Tests (SAT I, II) are not required for admission to the Community College. Admissions

Freshman applications for undergraduate programs at the Community College have remained essentially flat at about 6,700 from 2006-2008, while transfer applications have risen about 50% during the same period. The total number of enrolled freshman students has remained flat at about 4,000 during this time span while transfer enrollment has increased significantly to 552. Historical data and trends are shown below:

Freshman and Transfer Admissions History Fall 2001 to Fall 2009

2001 2002 2003 2004 2005 2006 2007 2008 2009Freshman Applications 5,293 6,522 7,037 6,510 5,754 6,754 6,598 6,746 7,785Acceptances 5,165 5,470 4,863 4,657 5,155 5,811 5,644 6,252 7 726% Accepted 97.6 83.9 69.1 71.5 89.6 86 85.5 92.7 99.2Freshman Enrolled 3,881 3,786 3,425 3,268 3,263 4,047 3,911 4,033 4,134% Yield 75.1 69.2 70.4 70.2 63.3 69.6 69.3 64.5 53.5

Transfers Applications 867 833 1161 1504 1312 622 617 940 1,174Acceptances 800 633 658 716 1149 598 431 820 1,166% Accepted 92.3 76 56.7 47.6 87.6 96.1 69.9 87.2 99.3Trans. Enrolled 609 453 495 518 705 410 397 552 574% Yield 76.1 71.6 75.2 72.3 61.4 68.6 92.1 67.3 49.2

,

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The majority of the Community College's undergraduate student body is composed of Rhode Island residents, as shown in the table below.

Freshman Student Geographic Distribution Rhode Island Out-of-State

Fall Number

3,430

Percent

93.3

Number Percent

1998 246 6.7 1999 3,404 91.9 299 8.1 2000 3,359 92.9 258 7.1 2001 3,604 92.9 277 7.1 2002 3,473 91.7 313 8.3 2003 3,175 92.7 250 7.3 2004 3,052 93.4 216 6.6 2005 3,048 93.4 215 6.6 2006 3,773 93.2 274 6.8 2007 3,670 93.8 241 6.2 2008 3,824 94.8 209 5.0

The one year retention rates for Fall 2007 to Fall 2008 were 60.9% for full-time students and 47.8% for part-time students. Enrollments The following table shows the Community College’s actual and projected enrollment for the ten year period (fall) 2000 through 2009 for full and part-time undergraduate and graduate degree candidates.

Degree Candidate Headcount Enrollment Actual and Projected Fall 2000-2009

Undergraduate Actual Full-Time Part-Time Total Headcount 2000 5,146 10,437 15,583 2001 5,463 10,760 16,223 2002 5,329 10,600 15,929 2003 5,681 10,542 16,223 2004 5,731 10,562 16,293 2005 5,765 10,277 16,042 2006 6,127 10,246 16,373 2007 6,310 10,501 16,811 2008 6,519 11,093 17,612 2009 6,663 11,097 17,760

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Special Academic Opportunities

The Community College offers an honors program for students with superior academic backgrounds as well as a number of ports of entry for non-traditional students. In addition, the Community College also offers a number of specialized programs to serve targeted groups. These programs include:

• The Running Start Program designed for high school students who have demonstrated the academic achievement and maturity necessary to enroll in college courses for credit during the senior year of high school.

• The High School Enrichment Program that offers selected high school juniors and seniors educational opportunities not otherwise available to them.

• The Servicemembers Opportunity Colleges (SOC), a group of over 400 colleges and universities providing voluntary post-secondary education to members of the military throughout the world.

Tuition and Fees

The table below summarizes the Community College’s tuition trends over five years.

COMMUNITY COLLEGE OF RHODE ISLAND FULL-TIME UNDERGRADUATE TUITION AND FEES

2006-07 2007-08 2008-09 2009-10 2010-11

$ % $ % $ % $ % $ %

In-State Tuition 2,390 9.6 2,550 6.7 2,994 17.4 3,080 2.9 3,356 9.0

Fees 296 2.1 296 0 296 0 296 0 296 0

Total In-State Tuition and Fees

2,686 8.7 2,846 6.0 3,290 15.6 3,376 2.6 3,652 8.2

Out of State Tuition

7,000 9.2 7,470 6.7 8,490 13.7 8,712 2.6 9,496 9.0

Fees 296 2.1 296 0 296 0 296 0 296 0

Total Out of State Tuition and Fees

7,296 8.9 7,766 6.4 8,786 13.1 9,008 2.5 9,792 8.7

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The Table below shows the Community College's tuition and fees and room and board charges in comparison to the Community College's peer institutions (2008/2009). Rank numbers- 1= highest to 8=lowest.

Tuition and Mandatory Fees

In-District Rank Out of State

Rank

Bergen Community College $3,165 2 $6,038 6

Camden County College $3,150 3 $3,270 8

Community College of Allegheny County

$2,678 7 $7,426 3

Community College of Baltimore County

$2,686 5 $7,132 4

Community College of Philadelphia

$3,930 1 $10,830 1

Community College of Rhode Island

$3,090 4 $8,216 2

Delaware Technical & Community College

$2,684 6 $6,194 5

Sinclair Community College $1,621 8 $5,220 7

Financial Aid

In Fiscal Year 2008-09 the Community College awarded over $21.5 million of Financial Aid from a variety of sources. Fund disbursement details are listed below:

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FINANCIAL AID AWARDS By type of fund and program 2008-2009

Fund Description Fund Title Total Paid Amount Count of Students*

External College Bound Loan 1,050.00 1 Teri Loan 19,600.00 4

External Total $20,650.00 5

Federal Academic Competitiveness Yr 1 92,614.00 155

Academic Competitiveness Yr 2 27,867.00 27

Federal Pell 12,705,756.27 5316 Federal Plus Loan 25,452.41 8 Federal SEOG Grant 349,082.00 1024 Federal Sub Stafford Loan 2,566,741.49 1067 Federal Unsub Stafford Loan 3,078,193.99 1159

Federal Total $18,845,707.16 8756

Institutional Access Award 10,318.00 5 Athletic Scholarship 163,940.00 67 CCRI Grant In Aid 224,507.00 366 Presidential Scholarship 19,370.00 6 Running Start Scholarship 11,120.00 13 Student Leaders Scholarship 9,176.00 4 High School Enrichment 434.00 1

Institutional Total $438,865.00 462

Other sources Special Scholarship 181,460.00 273

Other sources Total $181,460.00 273

State Academic Promise Scholarship 22,500.00 10

RI Children's Crusade-Fall 86,528.00 64 RI Children's Crusade-Spring 69,785.00 53 RI State Grant-Fall 1,022,597.00 2380 RI State Grant-Spring 624,262.00 1969 RIFE Loan 147,235.00 38

College Access Challenge Grant 51,428.00 65

State Total $2,024,335.00 4579

Grand Total $21,511,017.16 14075• Students may receive funding from more than one source.

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STUDENT SERVICES

The Community College provides a number of academic support and advising services as well as other services to help students develop their potential in a variety of ways. These services are available to all undergraduate students. Among these services are the following:

Access Access (TRIO Student Support Services) is a retention program designed to assist students who qualify as being low-income and/or first generation in college (neither parent graduated from a four-year college) and/or students with disabilities in reaching their graduation and/or transfer goals within three years. The program serves 300 students each year across the Warwick, Lincoln and Providence campuses. Students who have academic potential but whose specific needs may interfere with their success in college may benefit from the program. Individuals selected to participate in the Access program receive a comprehensive array of support services including individualized academic, career, financial aid and transfer advising, adjustment counseling, professional tutoring, student success classes and cultural experiences. The goal of the program is to ensure the academic improvement, retention, graduation and transfer of its participants.

Advising and Counseling Centers

CCRI’s Office of Advising and Counseling offers a full range of academic advising, career, educational and personal counseling services. Academic advising is available for students with program and course selection concerns. Career counseling, consisting of interest, values and personality assessments, is provided to students requesting help in establishing educational and career goals. Counselors also assist students with transfer planning to ensure a smooth transition and maximum transfer of credits to many four-year institutions. Counseling is also available for students who are experiencing personal difficulties and other life stress. The counseling also works with many other community agencies and refers students when needed for a wide variety of needs. All counseling services are strictly confidential.

Student Success Centers The Student Success Centers provide academic assistance through study skills workshops, mentoring, tutoring and peer tutoring services and enrichment programs; coordinate information and referrals to college resources; seek ways to improve student satisfaction and retention; facilitate summer orientation sessions; and help students achieve their goals. Success Center staff members help students understand learning needs, build better study habits and behaviors, and develop plans to achieve students’ goals.

Career Services The Career Services Office assists students in making informed career decisions that lead to effective planning and preparation for the work world. Students may explore careers and clarify goals through the use of DISCOVER (a computerized career guidance system) by taking interest and personality inventories and through counseling sessions. The Career Library (located in the Office of Advising and Counseling) provides opportunities to research information on occupations, trends, salaries and local companies. Workshops are conducted throughout the school year in varied topics such as making career choices, creating a career plan and using employment search techniques.

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CO-OP Education/Placement

The Career Placement/Cooperative Education Office provides graduates and potential graduates with assistance in resume writing, interviewing skills and job search strategies. A computerized job bank maintains listings of full- and part-time job openings. Students have an opportunity to meet with potential employers on campus at the Annual Career Expo.

Disability Services for Students The Disability Services for Students Office (DSS) provides support services and coordinates reasonable academic accommodations for students with documented disabilities under the ADA and Section 504 of the Rehabilitation Act. Academic accommodations include, but are not limited to, the use of adaptive equipment, alternative testing, course accommodations, sign language interpreters, reader/ audio taping services, scribes and peer note-takers. In addition, the DSS office serves as a resource to faculty and staff, works to dispel negative and limiting stereotypes and promotes a campus environment that is sensitive, accepting and responsive to the needs and contribution of all CCRI students. Enrollment Services Enrollment services consist of programs related to offices of Admissions, Financial Aid, and Student Records. The Community College of Rhode Island has a policy of open admissions that gives all Rhode Island residents an opportunity for education beyond the high school level.

• The Admissions Office administers the standards of admission into all programs of study and is involved in the selection of candidates related to various dual enrollment programs that exist at the college.

• The Office of Financial Aid is charged with administering various grants, loans, scholarships or student work programs for the purpose of assisting students in meeting their educational expenses. Traditional sources of funds come from various federal, state and private scholarship programs that are designed to help students with limited financial resources to continue their college careers.

• The Office of Student Records participates in the development of the academic master course schedule for the college and houses all official academic records and transcripts for students attending the college.

R.I. Educational Opportunity Center (EOC) The EOC, a federal TRIO program, provides free and confidential information and assistance to Rhode Islanders interested in enrolling in, and those already enrolled in, postsecondary education. EOC counselors provide assistance with financial aid and admissions applications, transfer and career counseling, and other academic concerns. Realizing Educational and Career Hopes (REACH ) The REACH program provides confidential support services to Rhode Island Works participants who are enrolled at CCRI for post-secondary or skills training. REACH Coordinators specialize in Department of Human Services’ (DHS) policies and procedures. They can assist with securing childcare, travel reimbursement, program compliance; and serve as a liaison between students and their DHS social case workers. They are also well versed in CCRI’s enrollment procedure and can assist students through the application and financial aid process. The REACH staff provides continued direction and resource referral

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throughout a student’s academic endeavor to aide their educational goal attainment and to become gainfully employed and self-sufficient.

Testing/Assessment Centers The testing centers at all four campus sites schedule and administer many different types of instruments to students including the ACCUPLACER placement test, a number of career inventory tests, personality assessments, distance learning exams, various high stakes tests, tests that assess educational skills and abilities, certification exams, LSAT, MAT, CLEP, DANTES and other assessments.

Management Information Services (MIS)

Management Information Services is responsible for the Community College's administrative information processing systems. It manages SHE Banner modules in the offices of admissions, records, bursar, and financial aid, as well as the human resources office and financial areas. MIS also manages the web interface that provides self-service features for faculty, staff, and students, as well as the Banner Help Desk Support, Banner training, ad hoc reporting, and technical support for the department users.

User Support Services

The Community College has walk-in computing facilities for student use at each campus offering access to popular software applications and the Internet. The Community College has a significant investment in technology. Smaller computing labs and technology-enhanced classrooms are widely distributed across the four campuses. Wireless connectivity is available in most areas of all campuses.

Health Services The Office of College Health Services is staffed by a registered nurse in collaboration with a medical doctor. Services include first aid treatment, emergency medical care, blood pressure checks, health education and counseling, treatment referrals and free PPD (tuberculosis) and color blindness testing for students, faculty and staff. The nurse also works in conjunction with the Wellness Committee to organize the Wellness Fair and other wellness initiatives. The primary function of Health Services is to ensure that all immunization requirements mandated by the state of Rhode Island are met and documented upon enrollment at CCRI and that those records are maintained.

Student Life CCRI is committed to providing co-curricular educational opportunities and Community Service Learning programs for students. Students are encouraged to participate in one of the more than 50 student clubs and organizations that are available at all campus sites. Students, who take part in social, cultural and recreational offerings, as well as getting involved with community service learning projects, derive greater levels of educational and personal satisfaction.

Athletics CCRI fields intercollegiate men’s teams in baseball, basketball, soccer, cross country, indoor and outdoor track, golf and tennis, and intercollegiate women’s teams in volleyball, basketball, cross country, indoor and outdoor track, soccer, tennis and softball. CCRI athletic facilities are located on its campuses in Warwick and Lincoln. Each of these campuses has a field house with an indoor track, four basketball courts, four indoor tennis courts, a modern dance room and a fully equipped weight room. In addition, the Flanagan Campus field house contains a six-lane swimming pool. Both campuses have their own outdoor fields.

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Food Services

Full food services, provided by an outside vendor, are available on all campuses. Vending machines are also located on all campuses

FINANCIALS The Community College is audited annually by O’Connor & Drew P.C. The audited financial statements of the Community College and related notes thereto for the year ending June 30, 2009 appear in Appendix B to this Official Statement. The following summary of Current Fund Revenues, Expenditures and Changes in Fund Balance for the five years ending June 30, 2009 was prepared from financial statements that were audited by KPMG LLP (through June 30, 2008) and O’Connor & Drew P.C (for June 30, 2009). The table should be read in conjunction with the audited financial statements of the Community College and related notes thereto for the year ending June 30, 2009.

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Community College of Rhode Island Five-Year Summary of Current Fund Revenues Combined

Statement of Revenues, Expenditures and Changes in Net Assets

2005 2006 2007 2008 2009

Operating Revenues:

Net Student Tuition and Fees $21,740,958 $22,436,915 $25,556,343 $28,390,277 $31,524,041 Federal, State, Local, & Private Grants & Contracts 12,771,379 13,074,050 13,598,134 16,357,643 19,841,984

Auxiliary Enterprises 6,171,612 6,209,675 6,578,688 7,090,304 7,165,749

Sales and Services of Educational Activity 3,277,645 3,221,913 3,461,416 3,394,205 3,573,602

Other 0 0 0 0 0

Total Operating Revenues 43,961,594 44,942,553 49,194,581 55,232,429 62,105,376

Operating expenses

Compensation & Benefits 64,024,777 67,853,948 69,427,977 71,812,234 73,392,737

Supplies & Services 15,309,588 16,251,642 22,658,874 24,677,456 27,331,312

Depreciation 2,394,358 2,516,501 2,705,427 2,945,883 3,089,138

Scholarships & Fellowships 7,008,054 7,004,402 1,811,444 2,454,890 3,376,526

Total Operating Expenses 88,736,777 93,626,493 96,603,722 101,890,553 107,189,713

Net Operating Loss (44,775,183) (48,683,940) (47,409,141) (46,658,126) (45,084,337)

Non-operating Revenues (Expenses)

State Appropriations 41,815,612 45,445,378 47,113,490 47,820,290 44,808,725

Other Appropriations 112,500 0 0 0 0

Gifts from Foundation 234,248 136,978 151,759 225,182 494,340

Net Investment Income (Loss) 135,694 317,971 495,077 349,064 149,156

Interest Expense (259,701) (252,532) (236,710) (188,390) (127,252)

Net Non-operating Revenues 42,038,353 45,647,795 47,523,616 48,206,146 45,324,969

Other Revenues

Capital Appropriations 7,424,454 2,574,687 1,804,121 1,592,022 1,221,660

Capital Gifts from Foundation 608,768 231,569 213,294 0 0

Miscellaneous Income 0 0 0 1,093,767 0

Total Other Revenues 8,033,222 2,806,256 2,017,415 2,685,789 1,221,660

Increase (Decrease) in Net Assets 5,296,392 (229,889) 2,131,890 4,233,809 1,462,292

Net Assets, Beginning of Year 37,550,297 42,846,689 42,616,800 44,748,690 48,982,499

Net Assets, End of Year 42,846,689 42,616,800 44,748,690 48,982,499 50,444,791

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OUTSTANDING DEBT

The Community College has various bonds payable which had an outstanding balance of $2,636,324 as of June 30, 2009. In addition, the Community College has long-term lease obligations of $1,775,969 as of June 30, 2009. ENROLLMENT The positive reputation of the Community College has no doubt been instrumental in encouraging applications and enrollments. It is notable, however, that the most significant increase in students is reflected in the part-time degree seeking population. The following table represents information on full and part time degree and non-degree seeking students:

STUDENTS

Fall Fall Fall Fall Fall 2005 2006 2007 2008 2009 Total Part-Time 10,277 10,246 10,501 11,093 11,097 Total Full-Time 5,765 6,127 6,310 6,519 6,663 Total Headcount 16,042 16,373 16,811 17,612 17,760 INSURANCE The Community College is insured for various risks of loss arising out of claims for negligence, including bodily injury and property damage, wrongful acts, professional liability and workers compensation through a combination of insurance policies and self-insurance. Property insurance is purchased to cover Community College buildings and contents against risks of direct physical loss, on a blanket, replacement cost basis. The blanket limit for the policy term from July 1, 2009 to June 30, 2010 is $500,000,000. LITIGATION Litigation and other claims incident to the normal operation of the Community College are pending against the Community College. While the ultimate liability, if any, of the Community College is not presently determinable, such litigation and other claims, in the opinion of the Community College’s administration, will not, in the aggregate, have a material adverse effect on the Community College’s financial position or operations. COMMUNITY COLLEGE OF RHODE ISLAND FOUNDATION

The Foundation was founded in 1979 and organized as a 501(c)(3) corporation. It was established to solicit, encourage and receive gifts from private sources for the benefit of the Community College and its students. Accordingly, the Foundation serves as the repository for gifts and bequests made for the benefit of the Community College or for the eventual pass-through of funds directly affecting the Community College or students through scholarship awards. Governance of the Foundation is entrusted to a Board of Trustees separate from any Board having jurisdiction over the Community College. Day-to-day operations are administered under the direction of the President of the Community College.

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The most recent audited financial statements at June 30, 2009 reflect total net assets of $3,083,580 comprised of $261,472 of unrestricted net assets and $2,750,118 of temporarily restricted net assets. The financial statements of the Foundation are audited by Mullen, Scorpio, Cerilli. The financial statements of the Foundation are also discretely presented in the Community College’s audited financial statements as a component unit in accordance with Governmental Accounting Standards. Washington Trust Bank provides various investment services to the Foundation. These services include safekeeping of investment securities and recording fund receipts and disbursements. Citizens Bank provides banking services. This letter and the information contained herein are submitted to the Corporation for inclusion in the Official Statement relating to the 2010 A Bonds.


RHODE ISLAND BOARD OF GOVERNORS FOR HIGHER EDUCATION

By: /s/Frank Caprio Chairperson

APPENDIX B Audited Financial Statements of the State Colleges

for Fiscal Years Ended June 30, 2009 and June 30, 2008


APPENDIX B-1

Audited Financial Statements for the University of Rhode Island



APPENDIX B-2

Audited Financial Statements for Rhode Island College



APPENDIX B-3

Audited Financial Statements for the Community College of Rhode Island



APPENDIX C Definitions of Certain Terms and Summary of the Series 2010 A Agreement


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Appendix C

DEFINITIONS OF CERTAIN TERMS AND SUMMARY OF THE SERIES 2010 A AGREEMENT

The following is a summary of certain provisions of the Lease, Assignment, Mortgage and Loan and Trust Agreement (the “Agreement” as hereinafter defined) relating to the Series 2010 A Bonds. This summary does not purport to be complete and reference is made to the Agreement for complete statements of all provisions.

DEFINITIONS OF CERTAIN TERMS

In addition to terms defined elsewhere in the Agreement, the following terms have the following meanings in the Agreement, unless the context otherwise requires:

“Act” means the Rhode Island Health and Educational Building Corporation Act, Chapter 38.1 of Title 45 of the General Laws of Rhode Island, 1956, as amended from time to time.

“Additional Bonds” means parity bonds issued by the Corporation pursuant to Article V in the Agreement which are equally and ratably secured with the Bonds.

“Additional Rent” means all amounts other than Basic Rent required to be paid by the Institution pursuant to the Agreement.

“Agreement” means that certain Lease, Assignment, Mortgage and Loan and Trust Agreement by and among the Corporation, the Institution and the Trustee dated as of July 1, 1993, as amended by that certain First Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of November 1, 2000, by that certain Second Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of July 1, 2003, by that certain Third Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of March 24, 2008 and by that Fourth Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of February 1, 2010, as further amended or supplemented in accordance with its terms.

“Annual Administrative Fee” means the annual fee for the general administrative services of the Corporation in the amount of one-tenth of one percent (1/10 of 1%) of the outstanding principal amount of the Bonds payable semi-annually on March 15 and September 15 of each year in which Bonds are outstanding.

“Authorized Officer” means: (i) in the case of the Corporation, the Chairman or Vice-Chairman, and when used with reference to any act or document of the Corporation also means any other person authorized to perform such act or execute such document; and (ii) in the case of the Institution, the Chairman of the Board of Governors of Higher Education and when used with reference to an act or document of the Institution, also means any other person or persons authorized to perform the act or execute the document.

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“Auxiliary Enterprise Revenues” means all housing, dining and other auxiliary enterprise revenues of the Institution derived from the University of Rhode Island, the Community College of Rhode Island and Rhode Island College.

“Basic Loan and Rent Payments” means the payments described in the Agreement and a Schedule attached to the Agreement as such Schedule may be revised from time to time.

“Bonds” means the Bonds issued pursuant to the Agreement (including any Additional Bonds as provided by any supplemental agreement, as applicable), and any bond or bonds duly issued in exchange or replacement therefor, and where appropriate with respect to redemption or defeasance, portions thereof in authorized denominations.

“Bondowners” or “Owners” means the registered owners of the Bonds from time to time as shown in the books kept by or on behalf of the Paying Agent as Bond registrar and transfer agent.

“Book-Entry Only System” means the system for registration of the Bonds established pursuant to the Agreement.

“Bond Year” means with respect to the Series 2010 A Bonds, as to the first Bond Year, the period beginning on the date of issuance of the Series 2010 A Bonds and ending September 14, 2010, and thereafter each year beginning September 15 and ending the following September 14.

“Business Day” means a day on which banks located in the states of Rhode Island or New York or the Commonwealth of Massachusetts are not required or authorized to remain closed and on which the New York Stock Exchange is not closed.

“Continuing Disclosure Agreement” shall mean that certain Continuing Disclosure Agreement between the Institution and the Trustee dated the date of issuance and delivery of any Series of Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

“Corporation” means the Rhode Island Health and Educational Building Corporation and its successors.

“Debt Service Fund” means the Debt Service Fund for any series of Bonds established pursuant to the Agreement.

“Debt Service Reserve Fund” means the Debt Service Reserve Fund for any series of Bonds established pursuant to the Agreement.

“Debt Service Reserve Fund Requirement” means, in connection with the initial issuance of the Series 2010 A Bonds, an amount equal to $0.

“Event of Default” has the meaning described in the Agreement.

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“Fiscal Year” shall mean initially the period beginning July 1 of any calendar year and ending on the last day of June of the succeeding calendar year or as may be changed by the Institution in the future. Upon a change in Fiscal Year, the Institution shall so inform the Trustee in writing of such change.

“Government or Equivalent Obligations” means (i) obligations issued or guaranteed by the United States of America; and (ii) certificates evidencing ownership of the right to the payment of the principal of and interest on obligations described in clause (i), provided that such obligations are held in the custody of a bank or trust company satisfactory to the Trustee or the Corporation, as the case may be, in a special account separate from the general assets of such custodian, as will provide sufficient funds to pay or redeem such certificates.

“Insurer” shall mean with respect to the Series 2010 A Bonds, Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.), a New York stock insurance company, or any successor thereto or assignee thereof.

“Institution” shall mean the Board of Governors for Higher Education.

“Interest Payment Date” means with respect to the Series 2010 A Bonds, each March 15 and September 15 commencing September 15, 2010.

“Internal Revenue Code” or “IRC” means the Internal Revenue Code of 1986, as amended from time to time.

“Leased Property” means the real estate described in the Schedule A attached to the Agreement, all rights and easements appurtenant thereto, and all buildings, structures, fixtures and improvements thereon whether now existing or hereafter constructed or acquired, together with any additional or substitute property which may be added to the Leased Property by a supplemental agreement.

“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and if such corporation shall be liquidated or dissolved or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other similar national securities rating agency designated by the Corporation and approved by the Institution.

“Outstanding,” when used to modify Bonds, refers to the Bonds issued under the Agreement, excluding: (i) Bonds which have been exchanged or replaced, cancelled or delivered to the Trustee for credit against a principal payment; (ii) Bonds which have been paid; (iii) Bonds which have become due and for the payment of which moneys have been duly provided; and (iv) Bonds for which there have been irrevocably set aside sufficient funds or Government or Equivalent Obligations bearing interest at such rates and with such maturities as will provide sufficient funds, to pay or redeem them; provided however, that if any Bonds are to be redeemed prior to maturity, the Corporation shall have taken all action necessary to redeem such Bonds and notice of such redemption shall have been duly mailed in accordance with the Agreement or irrevocable instructions so to mail shall have been given to the Trustee.

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“Participant” means a participant in the Book-Entry Only System as described in the Agreement.

“Paying Agent” means the Paying Agent designated from time to time pursuant to the Agreement.

“Permitted Encumbrances” means as of any particular time:

(i) subleases or other tenancies of any of the Leased Property for purposes which are consistent with and incidental to the purposes of the Institution, such as office space for educational purposes, book stores, cafeterias, commissary and related dining services, storage facilities, dormitories, gymnasiums, health centers, bank teller machines, and similar activities or related facilities;

(ii) liens for taxes, assessments, charges, claims and demands which are not then delinquent; or if then delinquent are being contested in accordance with the terms of the Agreement;

(iii) utility, access and other easements and rights-of-way which will not materially interfere with or materially impair the operation of the property affected thereby (or, if such property is not being then operated, the operation for which it was designed or last modified);

(iv) such minor defects and irregularities of title as normally exist with respect to property similar in character to the property involved and which do not materially adversely affect the value of, or materially impair, the property affected thereby for the purpose for which it was acquired or is held by the Institution;

(v) liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Institution shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured;

(vi) purchase money security interests;

(vii) such liens and encumbrances as are set forth in Schedule A to the Agreement; and

(viii) liens and encumbrances created or permitted by the Agreement.

“Permitted Investments” means any of the following:

1. Obligations of, or guaranteed as to principal and interest by, the United States of America, or by any agency or instrumentality thereof as designated in the Agreement when such obligations are backed by the full faith and credit of the United States of America. These are limited to:

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- U.S. Treasury obligations All direct or fully guaranteed obligations

- Farmers Home Administration Certificates of beneficial ownership

- General Services Administration Participation certificates

- U.S. Maritime Administration Guaranteed Title XI financing

- Small Business Administration Guaranteed participation certificates Guaranteed pool certificates

- Government National Mortgage Association (GNMA) GNMA-guaranteed mortgage backed securities GNMA-guaranteed participation certificates

- U.S. Department of Housing & Urban Development Local Authority bonds

- Washington Metropolitan Area Transit Authority Guaranteed transit bonds

2. Obligations of instrumentalities or Agencies of the United States of America.

These are specifically limited to:

- Federal Home Loan Mortgage Corporation (FHLMC) Participation certificates Debt Obligations

- Federal Home Loan Banks (FHL Banks) Consolidated debt obligation Letter of credit (LOC) backed issues

- Federal National Mortgage Association (FNMA) Debt obligations Mortgage backed securities (excluded are stripped mortgage securities which are valued greater than par on the portion of unpaid principal).

Book-entry securities listed in 1 and 2 above must be held in a trust account with the Federal Reserve Bank or with a clearing corporation or chain of clearing corporations which has an account with the Federal Reserve Bank.

3. Federal Housing Administration debentures.

4. Commercial paper, payable in the United States of America, having original maturities of not more than 92 days and which are rated in the highest rating category by S&P.

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5. Interest bearing demand or time deposits issued by state banks or trust companies or any national banking associations which are members of the Federal Deposit Insurance Corporation (FDIC). These deposits: (a) must be continuously and fully insured by FDIC, or (b) must have maturities of less than 366 days and be deposited with banks the short term obligations of which are rated A-l+ by S&P.

6. Money market mutual funds or portfolios investing in short-term US Treasury securities rated AAA-M or AAA-G by Moody’s and S&P. Trustee shall provide the Insurer annual certification that the money market portfolio into which funds are invested is then rated AAA-M or AAA-G by Moody’s and S&P and, upon receipt of actual notice that the Moody’s and/or S&P rating of the money market portfolio has dropped below AAA-M or AAA-G, the Trustee shall immediately withdraw funds and reinvest in Permitted Investments.

7. Such other investments as are approved in writing by the Insurer.

All funds and accounts are to be marked to market on a quarterly basis by the Trustee commencing September 15, 1993. The Trustee shall promptly deliver copies of such quarterly valuations to the Insurer, the Corporation and the Institution.

“Policy” shall mean, with respect to the Series 2010 A Bonds, the municipal bond insurance policy issued by the Insurer guaranteeing the payment when due of the principal of and interest on the Series 2010 A Bonds.

“Project”, with respect to the Series 2010 A Bonds, means (a) the renovation of the existing recreation center on the RIC campus; (b) the re-pavement and reconstruction of major parking facilities, internal roadways, and walkways and associated drainage infrastructure on URI’s Kingston, Narragansett Bay, and W. Alton Jones Campuses and the construction of a new roadway extension and two roadway connections on the Kingston Campus; and (c) the payment of certain expenses incurred in connection with the issuance of the Series 2010 A Bonds and capitalized interest, if any.

“Project Costs” means the costs of issuing the Series 2010 A Bonds and acquiring, constructing, equipping and installing the Project, including repayment of internal advances for the same and including interest prior to, during and for up to one year after construction, but excluding general administrative expenses, overhead of the Institution and interest on internal advances.

“Project Fund” means the Project Fund for any series of Bonds established pursuant to the Agreement.

“Project Officer” means a person or persons appointed in writing by an Authorized Officer of the Institution to approve expenditure of Bond proceeds on its behalf. Such appointment shall be evidenced to the Trustee by a certificate of an Authorized Officer of the Institution along with a written acceptance by the Project Officer.

“Rebate Fund” means the Rebate Fund created pursuant to the Agreement.

“Record Date” means a date established by the Trustee from time to time to determine the owners of Bonds for purposes of the Agreement. The Record Date for scheduled

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payments of interest on the Series 2010 A Bonds is the fifteenth day preceding any scheduled payment date, or if such day is not a Business Day of the Trustee, the next preceding day which is a regular Business Day of the Trustee.

“Redemption Fund” means the Redemption Fund established for any series of Bonds pursuant to the Agreement.

“Registrar” means U.S. Bank National Association.

“Rent” means the Basic Loan and Rent Payments and the Additional Rent.

“Revenues” means the Rent, all legally available revenues of the Institution, except the Auxiliary Enterprise Revenues, and all other payments, income and receipts including proceeds of insurance, eminent domain and sale and proceeds derived from any security provided under the Agreement payable to the Corporation or the Trustee under the Agreement, excluding administrative fees of the Corporation, fees of the Trustee and Paying Agent, reimbursement to the Corporation, the Trustee or the Paying Agent for expenses incurred by the Corporation, the Trustee or the Paying Agent and indemnification of the Corporation, the Trustee and Paying Agent.

“S&P” means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, S&P shall be deemed to refer to any other similar nationally recognized securities rating agency designated by the Issuer and approved by the Institution.

“1993 Series B Bonds” shall mean the $14,281,069.20 Rhode Island Health and Educational Building Corporation Higher Education Facility Revenue and Refunding Bonds (Board of Governors for Higher Education - Various Purpose Educational Facilities Issue, 1993 Series B) dated as of July 1, 1993.

“Series 2003 C Bonds” shall mean the $13,165,000 Rhode Island Health and Educational Building Corporation Higher Education Facility Revenue Refunding Bonds Board of Governors for Higher Education Educational and General Revenue Issue, Series 2003 C dated as of July 1, 2003.

“Series 2010 A Bonds” shall mean the $24,005,000 Rhode Island Health and Educational Building Corporation Higher Education Facility Revenue Bonds Board of Governors for Higher Education Educational and General Revenue Issue, Series 2010 A dated February 17, 2010.

“State” means the State of Rhode Island and Providence Plantations.

“State Colleges” shall mean the University of Rhode Island, Rhode Island College and the Community College of Rhode Island.

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“Tax Certificate” means, with respect to the Series 2010 A Bonds, the Tax Compliance Certificate dated and delivered the date of issuance of the Series 2010 A Bonds, which is incorporated by reference in the Agreement.

“Term” means the term commencing July 1, 1993 and ending on September 15, 2040, unless terminated sooner as provided in the Agreement.

“Trustee” means the trustee appointed under the Agreement and any successor or assign.

“UCC” means the Rhode Island Uniform Commercial Code.

Words importing persons include firms, associations and corporations, and the singular and plural form of words shall be deemed interchangeable wherever appropriate.

PAYMENTS, SECURITY, PLEDGE AND ASSIGNMENT

The Rent. The Institution will pay the Basic Loan and Rent Payments to the Corporation in the amounts and on the dates specified in a Schedule to the Agreement as revised from time to time pursuant to the Agreement, during the Term and in any event in an amount equal to the principal, interest, and premium, if any, due on the Bonds prior to the date such amounts are due for deposit in the Debt Service Fund. The Rent shall be paid absolutely net to the Corporation so that it shall yield to the Corporation the full amount of the installments of Rent throughout the Term. The Institution will also pay and discharge as additional debt when and as the same shall become due all other amounts, liabilities and obligations which the Corporation or Institution shall owe under the Agreement.

Except as otherwise specifically provided, the Term shall not terminate, nor shall the Institution be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent, nor shall the respective obligations of the Corporation and the Institution be otherwise affected, by reason of damage to or destruction of the Leased Property from whatever cause, any Taking or Takings, the lawful or unlawful prohibition of the Institution’s use of the Leased Property, the interference with such use by any private person, corporation or other entity, or by reason of any eviction by paramount title, or by reason of the Institution’s acquisition of ownership of the Leased Property, or by any claim which the Institution has or might have against the Corporation or the Trustee or by reason of any default or breach of any warranty by the Corporation under the Agreement or any other agreement between the Corporation and the Institution to which the Corporation and the Institution are parties, or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding; it being the intention that the obligations of the Corporation and the Institution hereunder shall be separate and independent covenants and agreements and that the Rent and all other sums payable by the Institution under the Agreement shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of the Agreement; and the Institution covenants and agrees that it will remain obligated under the Agreement in accordance with its terms, and that it will not take any action to terminate, rescind or void the Agreement notwithstanding the bankruptcy, insolvency or other proceedings affecting the Corporation or any assignee of the Corporation, and notwithstanding any action with respect to the Agreement that may

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be taken by a trustee or receiver of the Corporation or any assignee of the Corporation or by any court in any such proceeding.

The Lease and Loan. The Corporation leases the Leased Property to the Institution upon the terms of the Agreement to have and to hold for the Term and the Corporation loans the proceeds of the Bonds to the Institution for the Project. The lease granted is superior to the mortgage granted in the Agreement.

The Assignment and Pledge of the Lease, Revenues and Funds. The Corporation assigns and pledges to the Trustee in trust upon the terms in the Agreement as security for the payment of all sums required to be paid by the Institution and the Corporation under the Agreement and as security for the Bonds, except as otherwise provided in the Agreement, (i) all Revenues to be received from the Institution or derived from any security provided under the Agreement, (ii) all rights to receive such Revenues and the proceeds of such rights, and (iii) all of its right, title and interest in the Agreement and the Rent and (iv) all moneys in the Funds and Accounts under the Agreement excluding the Rebate Fund; and the Corporation appoints the Trustee as its attorney-in-fact with full power of substitution, for the purpose of collecting such Revenues and protecting and executing on such security. The assignment and pledge does not include (a) the rights of the Corporation pursuant to provisions for consent, concurrence, approval or other action by the Corporation, notice to the Corporation of the filing of reports, certificates or other documents with the Corporation; or (b) the powers of the Corporation as stated in the Agreement to enforce the provisions in the Agreement.

The Mortgage. The Corporation grants WITH MORTGAGE COVENANTS the Leased Property to the Trustee in trust and, to the extent the Leased Property is or may be treated as collateral under the UCC, grants to the Trustee a security interest therein and in the proceeds thereof, including without limitation all proceeds of insurance, and eminent domain or sale, to secure the payment of all sums required to be paid by the Institution and the Corporation under the Agreement, including, without limitation, all sums required to be paid on the Bonds and the satisfaction and performance of all other covenants, agreements and obligations made or undertaken by the Institution under the Agreement for the benefit of the Trustee, the Bondowners and the Corporation.

The Agreement is upon the STATUTORY CONDITION and upon the further condition that all covenants, agreements and obligations of the Institution under the Agreement will be observed and performed, and upon any Event of Default, the Trustee shall in addition to its other rights and remedies under the Agreement have the STATUTORY POWER OF SALE and any other rights granted by law.

Title, Encumbrance and Quiet Enjoyment.

(a) Title. The Corporation represents and warrants that it is lawfully seized in fee simple of the Leased Property free from all liens and encumbrances except Permitted Encumbrances; that the Corporation has the full right, power and authority to mortgage and lease the Leased Property and make the assignments made under the Agreement. The Corporation covenants that, other than for Permitted Encumbrances, it will warrant and defend (at the expense of the Institution) the Leased Property against the lawful claims and demands of all persons and that it

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will not act in any way so as to encumber the interests of the Institution or the Trustee in the Leased Property without the written consent of the Institution, the Trustee, and, subject to the Agreement, the Insurer. The Institution, the Corporation and the Trustee shall from time to time execute, deliver and register, record and file such instruments as the Corporation or the Trustee may reasonably require to confirm, perfect or maintain the security created or intended to be created by the Agreement.

(b) Covenant Not to Encumber. Neither the Corporation nor the Institution will sell, mortgage or otherwise transfer any interest it may have in the Leased Property or any part thereof, will not directly or indirectly create or allow to remain (and the Institution will promptly discharge or cause to be discharged at its expense) any mortgage, lien, encumbrance, attachment, title retention agreement or charge upon the Leased Property and any attachment, levy, claim or encumbrance in respect of the Rent provided for in the Agreement, not including however, (a) the Agreement, (b) Permitted Encumbrances, or (c) such of the matters, if any, set forth in the schedule of exceptions to the title insurance policy issued in connection with the Bonds and applicable to the Leased Property.

(c) Quiet Enjoyment. So long as the Institution shall pay the Rent as the same becomes due and shall fully comply with all the terms of the Agreement and fully perform its obligations under the Agreement, the Institution shall peaceably and quietly have, hold and enjoy the Leased Property for the Term of the Agreement, free of any claim or other action by the Corporation, the Trustee, or anyone claiming by, through or under either of them, provided, however, that no failure by the Corporation or the Trustee to comply with the foregoing covenant during the Term shall give the Institution any right to cancel or terminate the Agreement or abate, reduce or make a deduction from or offset against the Rent or any sum payable under the Agreement or to fail to perform any other obligation of the Institution under the Agreement.

Partial Releases. At the written request of the Institution, the Corporation and the Trustee shall make partial releases of Leased Property from the lien of the Agreement. At the written request of the Institution, the Corporation and the Trustee may also release easements in or over the Leased Property, and may make other releases, substitutions and subordination which the Corporation deems not materially adverse to the interests of the Bondowners; provided, however, that no such action shall be taken by the Corporation without the written consent of the Trustee if an Event of Default known to the Corporation then exists.

Unconditional Obligation.

(a) General. To the extent permitted by law and subject to the provisions of the Agreement, the obligation of the Institution to make payments to the Corporation, the Trustee and the Paying Agent under the Agreement shall be absolute and unconditional, shall be binding and enforceable in all circumstances whatsoever and shall not be subject to setoff, recoupment or counterclaim.

(b) Subject to Appropriation. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, THE COST AND EXPENSE OF THE PERFORMANCE BY THE INSTITUTION OF ITS OBLIGATIONS UNDER THE AGREEMENT AND THE INCURRENCE OF ANY LIABILITIES UNDER THE AGREEMENT, INCLUDING WITHOUT

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LIMITING THE GENERALITY OF THE FOREGOING, THE PAYMENT OF ALL AMOUNTS REQUIRED TO BE PAID BY THE INSTITUTION UNDER THE AGREEMENT, SHALL BE SUBJECT TO AND DEPENDENT UPON APPROPRIATIONS BEING MADE THEREFOR FROM TIME TO TIME BY THE RHODE ISLAND GENERAL ASSEMBLY.

(c) [Reserved.]

(d) Procedure Regarding Appropriation of Funds. The Institution covenants it will do all things lawfully within its power to obtain, and properly request and pursue funds for appropriation by the General Assembly of the State for payments under the Agreement, including making provisions for such payments in budgets submitted to the Governor of the State and the General Assembly, and using bona fide best efforts to have such portions of the budget approved and exhausting all available administrative reviews and appeals, if any, in the event such portion of the budget is not approved.

(e) Certification Regarding Allocations and Appropriations; Rate Covenant. On or before July 15 of each Fiscal Year the Institution shall certify in writing to the Trustee and the Insurer as to whether appropriation of funds for payments under the Agreement have been made as provided above for the current Fiscal Year. So long as the Bonds remain outstanding, the Institution covenants and agrees that it shall take such actions as are necessary or appropriate to charge and collect tuition and student fees in order to ensure that the Revenues during each fiscal year of the Institution shall be not less than the sum of: (i) the debt service due during such Fiscal Year on all Outstanding Bonds and any other indebtedness of the Institution, other than for auxiliary enterprises plus (ii) the operating expenses of the Institution during such Fiscal Year.

Defeasance. When the Bonds have been paid or redeemed in full as provided in the Agreement, or after there are in the Debt Service Fund and the Redemption Fund sufficient funds, or Government or Equivalent Obligations of a type which are in compliance with the Act in such principal amounts, bearing interest at such rates and with such maturities as will provide sufficient funds to pay or redeem the Bonds in full without further reinvestment, and when all the rights under the Agreement of the Corporation, the Insurer and the Trustee have been provided for with respect to the Bonds, upon written notice from the Institution to the Corporation, the Insurer, the Trustee and the Paying Agent, the Bondowners shall cease to be entitled to any benefit or security under the Agreement except the right to receive payment of the funds deposited and held for payment and other rights which by their nature cannot be satisfied prior to or simultaneously with termination of the lien of the Agreement, provided, however, that the lien created by the Agreement shall not terminate if the Bonds are paid by a draw on the Policy. Upon the termination of the lien of the Agreement as to the Bonds and payment or provision for payment for the Bonds having been made as described above, the Institution shall have the option to purchase the Leased Property for One Dollar ($1.00); the mortgage and security interests created by the Agreement (except in funds created under the Agreement and investments) shall terminate, and the Corporation and the Trustee shall execute and deliver such instruments as may be necessary to discharge the lien and security interests created under the Agreement. If any Bonds are to be redeemed prior to their maturity, the Corporation shall have taken all action necessary to redeem such Bonds and notice of such redemption shall have been duly mailed in accordance with the Agreement or irrevocable instructions so to mail shall have been given to the Trustee. Upon such defeasance, the funds and investments required to pay or redeem the Bonds in full shall be irrevocably set aside for that

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purpose, subject, however, to the Agreement, and moneys held for defeasance shall be invested only in Government or Equivalent Obligations of a type which are in compliance with the Act. Any funds or property held by the Trustee for the Bonds and not required for payment or redemption of the Bonds in full shall, after satisfaction of all the rights of the Corporation, the Insurer, the Trustee and the Paying Agent, be distributed to the Institution upon such indemnification, if any, as the Corporation, the Insurer, the Trustee and the Paying Agent may reasonably require.

Term. The Agreement and the obligation of the Institution to pay the Rent and all other obligations under the Agreement shall continue until the end of the Term, unless otherwise provided in the Agreement or unless the Bonds have been defeased.

THE BORROWING

Project Fund.

(a) Establishment. A Project Fund is established for the Bonds to be held by the Trustee for the benefit of the Corporation. The balance of the proceeds of the sale of the Bonds after distribution as set forth in the Agreement shall be promptly deposited in the Project Fund. The moneys in the Project Fund and any investments held as part of such Fund shall be held in trust and, except as otherwise provided in the Agreement, shall be applied by the Trustee solely to the payment or reimbursement of Project Costs for the Project. If there is an Event of Default known to the Corporation or the Trustee with respect to payments to the Debt Service Fund, the Debt Service Reserve Fund or the Redemption Fund or to the Corporation, the Paying Agent or the Trustee, the Trustee may use the Project Fund without requisition to make up the deficiency, and the Institution shall restore the funds so used.

(b) Requisitions. Disbursements from the Project Fund shall be made by the Trustee to pay directly or to reimburse the Institution or the State Colleges directly for Project Costs as directed by requisitions signed on behalf of the Institution by the Project Officer and by an Authorized Officer of the Corporation. Each requisition shall identify the sums requisitioned for payment to others than the Institution by amount, name of payee and purpose and shall identify the sums requisitioned for reimbursement to the Institution or the State Colleges by amount, name of original payee and purpose and certify that no event exists which with notice or passage of time or both could become an Event of Default.

Debt Service Fund.

(a) A Debt Service Fund for the Bonds is established with the Trustee and moneys shall be deposited therein as provided in the Agreement. Accrued interest received upon the sale of Bonds shall be deposited in the Debt Service Fund. The moneys in the Debt Service Fund and any investments held as part of such Fund shall be held in trust and, except as otherwise provided, shall he applied solely to the payment of the principal, redemption premiums, if any, and interest on the Bonds.

(b) The Trustee shall transfer moneys from the Debt Service Fund to the Paying Agent in immediately available funds at the opening of business for the payment of Bonds on the Business Day on which such payment is to be made.

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Debt Service Reserve Fund.

(a) A Debt Service Reserve Fund is established with the Trustee and moneys shall be deposited therein as provided in the Agreement. The Series 2010 A Bonds are secured only by the Series 2010 A Account of the Debt Service Reserve Fund and not by the Debt Service Reserve Fund established for any other series of Bonds pursuant to the Agreement.

If on any date the amount in the Debt Service Fund is less than the amount then required to be transferred to the Paying Agent to pay the principal (including sinking fund installments if any) and interest then due on the Bonds, the Trustee shall apply the amount in the Debt Service Reserve Fund to the extent necessary to meet the deficiency.

If the amount in the Debt Service Reserve Fund on September 15 of any year (less any payment made therefrom on that day pursuant to the paragraph above) exceeds the Debt Service Reserve Fund Requirement, the Trustee shall transfer the excess to the Debt Service Fund.

If and to the extent that the amount in the Debt Service Reserve Fund on March 15 and September 15 of any year (the “Valuation Dates”) is less than the Debt Service Reserve Fund Requirement, the Institution shall on or before the next September 1, pay to the Trustee for deposit in the Debt Service Reserve Fund the amount of the deficiency except to the extent that the deficiency is otherwise overcome (except by transfer from the Redemption Fund) on or before such September 1. The Trustee shall compute the value of the assets at the lower of cost or market of the Debt Service Reserve Fund on each Valuation Date during which any Bonds are Outstanding. The Trustee shall notify the Institution and the Corporation in writing of the amount of any deficiency in the Debt Service Reserve Fund within five Business Days following any Valuation Date.

Monies remaining in the Debt Service Reserve Fund in the last Bond Year shall be deposited in the Debt Service Fund.

Subject to the consent of the Insurer as provided in the Agreement, the Debt Service Reserve Fund Requirement may be reduced, without the consent of the Bondowners, at the request of the Institution, after not less than 30 days’ written notice by the Trustee to all nationally recognized rating agencies then rating the Bonds as provided in a written direction from the Institution, and upon receipt by the Trustee of (i) the written consent of the Issuer and (ii) evidence that the reduction in the requirement will not adversely affect any of the then-current ratings on any series of Bonds Outstanding under the Agreement. In the event of such a reduction, any excess in the Debt Service Reserve Fund shall be transferred to the Debt Service Fund.

If any Additional Bonds are issued, and under the terms of the Agreement or any amendment thereto such Additional Bonds are secured by a debt service reserve fund separate from the Debt Service Reserve Fund established in connection with the Bonds, this Section shall, for each such debt service reserve fund, be construed to refer only to the particular Bonds or Additional Bonds secured by such debt service reserve fund. Any Revenues available for debt service among such issues must be distributed among such issues on a pro rata basis without regard to the existence of a funded debt service reserve or surety bond. As used in this paragraph, “Additional Bonds” includes any alternate parity debt.

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(b) Application of Moneys. If available moneys in the Debt Service Fund after any required transfers from the Debt Service Reserve Fund and the Redemption Fund are not sufficient on any day to pay all principal of, redemption price and interest on the Outstanding Bonds then due or overdue, such moneys (other than any sum in the Redemption Fund irrevocably set aside for the redemption of particular Bonds or required to purchase Bonds under outstanding purchase contracts) shall, after payment of all charges and disbursements of the Trustee and the Paying Agent in accordance with the Agreement, be applied (in the order such Funds are named in this Section) first to the payment of interest, including interest on overdue principal, in the order in which the same became due (pro rata with respect to interest which became due at the same time) and second to the payment of principal (including sinking fund installments) and redemption premiums, if any, without regard to the order in which the same became due in proportion to the amounts due). Whenever available moneys are not sufficient to pay debt service on any Bonds, then for the purpose of allocating the available moneys to the payment of the Bonds, interest on all of the Bonds (including interest on overdue principal) shall be treated as coming due on the first day of each month. Whenever moneys are to be applied pursuant to this Section such moneys shall be applied at such times, and from time to time, as the Trustee in its discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall exercise such discretion it shall fix the date (which shall be the first of a month unless the Trustee shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date. When interest or a portion of the principal is to be paid on an overdue Bond, the Trustee may require presentation of the Bond for endorsement of the payment.

Redemption Fund.

(a) A Redemption Fund for the Bonds is established with the Trustee and moneys shall be deposited therein as provided in the Agreement. The moneys in the Redemption Fund and any investments held as a part of such Fund shall be held in trust and, except as otherwise provided, shall be applied by the Trustee on behalf of the Corporation solely to the redemption of Bonds. The Trustee shall upon written direction of the Institution for specific purposes, apply moneys in the Redemption Fund to the purchase of Bonds for cancellation at prices not exceeding the price at which they are then redeemable (or next redeemable if they are not then redeemable), but not within the forty-five (45) days preceding a redemption date. Accrued interest on the purchase and redemption of Bonds shall be transferred from the Debt Service Fund to the Redemption Fund 15 days prior to the redemption of the Bonds.

(b) When moneys in the Redemption Fund are to be applied to the redemption of Bonds, the Trustee shall transfer such moneys to the Paying Agent in immediately available funds at the opening of business on the Business Day on which such payment is to be made.

(c) If on any date the amount in the Debt Service Fund is less than the amount then required to be transferred to the Paying Agent to pay the principal of and interest then due on the Bonds after any required transfer from the Debt Service Reserve Fund, the Trustee shall apply the amount in the Redemption Fund (other than any sum irrevocably set aside for the redemption of particular Bonds or required to purchase Bonds under outstanding purchase contracts) to the extent

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necessary to meet the deficiency. The Institution shall remain liable for any sums which it has not paid into the Debt Service Fund and any subsequent payment thereof shall be used to restore the funds so applied.

(d) If the amount in the Debt Service Reserve Fund on September 15 of any year is less than the Debt Service Reserve Fund Requirement, the Trustee shall transfer an amount from the Redemption Fund, if any, (other than any sum irrevocably set aside for the redemption of particular Bonds or required to purchase Bonds under outstanding purchase contracts) to the extent necessary to meet the deficiency. The Institution shall remain liable, however, to meet the deficiency under any other provision of the Agreement and any payment for this purpose shall be used to restore the funds transferred from the Redemption Fund.

(e) If any moneys in the Redemption Fund are invested in accordance with the Agreement or at the direction of the Institution and a loss results therefrom so that there are insufficient funds to pay the redemption price of the Bonds called for redemption in accordance with the Agreement, then the Institution shall immediately supply the deficiency.

Rebate Fund.

(a) A Rebate Fund is established with the Trustee and moneys shall be deposited therein and disbursed therefrom as provided in the Tax Certificate. Monies in the Rebate Fund shall not be subject to any lien or pledge under the Agreement.

(b) There shall be paid into the Rebate Fund such amounts and at such times as are required to be paid by the Institution pursuant to the Tax Certificate as the Rebate Amount (as defined in the Tax Certificate). Computations of the Rebate Amount shall be furnished to the Trustee by the Institution in a form acceptable to the Corporation and the Trustee in accordance with the Tax Certificate. The Trustee shall provide the Institution with such information regarding investments of moneys on deposit in and the funds created by the Agreement as shall be necessary for the Institution to furnish the computations required under the Agreement in accordance with the Tax Certificate. If computations in satisfactory form to the Trustee are not provided within 14 days of any rebate payment date, the Trustee may, but is not obligated, to retain experts at the expense of the Institution for the purpose of making such rebate computations. The Trustee may rely on such computations and shall be relieved of all liability with respect thereto. No amounts shall be withdrawn or transferred from or paid out of the Rebate Fund except as provided in the Tax Compliance Certificate.

Payments by the Institution.

(a) Not later than the opening of business on the first day of each month of each Interest Payment Date, the Institution shall pay or cause to be paid to the Trustee for the benefit of the Corporation, for deposit in the Debt Service Fund, the Basic Loan and Rent Payments next coming due less the amount, if any, in the Debt Service Fund (in immediately available funds) and available therefor.

(b) In the event of an optional redemption of Bonds, the Institution shall pay Basic Loan and Rent Payments not later than the 30th day before any redemption date in an amount equal to the redemption price of any Bonds to be redeemed after taking into account monies in the

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Redemption Fund, if any, available for such redemption and monies in the Debt Service Fund available for the payment of accrued interest on the Bonds to be redeemed following such payment, the Basic Loan and Rent Payments and the Term under the Agreement shall be reduced to a term equal to the remaining term of the Outstanding Bonds and to an amount equal to the debt service on the Outstanding Bonds. The reduction of the Basic Loan and Rent Payments shall be reflected by the adoption of a revised Schedule to the Agreement which schedule shall be executed by the Institution and the Corporation and acknowledged by the Trustee. The revised Schedule shall be provided by an independent accounting firm retained by the Institution at its expense.

(c) The payments to be made under the foregoing paragraphs shall be appropriately adjusted to reflect the date of issue of the Bonds, any accrued interest deposited in the Debt Service Fund, and any purchase or redemption of the Bonds so that there will be available on each payment date in the Debt Service fund the amount required on such payment date so that on the date on which payment is due on the Bonds the Debt Service Fund shall have the amount necessary to pay the interest and principal or redemption price due or coming due on the Bonds and so that accrued interest will be applied to the installment of interest to which such deposits are applicable.

(d) At any time when any Basic Loan and Rent Payment is overdue, the Institution shall also have a continuing obligation to pay to the Trustee for deposit in the Debt Service Fund an amount equal to interest on the overdue amount, but the installment payments required under this section shall not otherwise bear interest.

(e) Payments by the Institution to the Trustee for deposit in the Debt Service Fund under the Agreement shall discharge the obligation of the Institution to the extent of such payments; provided, that if any moneys are invested in accordance with the Agreement at the direction of the Institution and a loss results therefrom so that there are insufficient funds to pay principal or redemption price of and interest on the Bonds when due, the Institution shall supply the deficiency.

(f) On the date of issue of the Bonds, the Institution shall pay to the Corporation a pro rata portion of the Annual Administrative Fee for that part of the year from the first day of the month in which the Bonds are issued to the next date on which payment of this fee is due and on each March 15 and September 15 thereafter the Institution shall pay to the Corporation one-half (1/2) of the Annual Administrative Fee. The obligation to pay the Annual Administrative Fee shall continue until the Bonds have been paid in full or have become due and the moneys for their payment have been irrevocably set aside with the Trustee for the purpose, notwithstanding any prior defeasance pursuant to the Agreement; provided that, in the event of defeasance through the issuance of refunding obligations by the Corporation, appropriate adjustment shall be made to avoid duplication of the Annual Administrative Fee.

(g) Within thirty (30) days after notice from the Corporation, the Institution shall pay to the Corporation all expenditures (except general administrative expenses or overhead) reasonably incurred by the Corporation by reason of the Agreement.

(h) Within thirty (30) days after notice from the Trustee, the Institution shall pay to the Trustee the reasonable fees and expenses of the Trustee as set forth in the Agreement.

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(i) Within thirty (30) days after notice from the Paying Agent, the Institution shall pay to the Paying Agent its reasonable fees and expenses.

Investments.

(a) Pending their use under the Agreement, moneys in the Project Fund, Debt Service Fund, the Redemption Fund, the Debt Service Reserve Fund, and the Rebate Fund may be invested by the Trustee in Permitted Investments, pursuant to written direction of the Institution if and to the extent such investments are reasonably available and if there is not then an Event of Default known to the Trustee. Such investments shall be directed by the Institution to mature or be redeemable at the option of the holder at or before the time when moneys from such funds are expected to be needed. Any investments pursuant to this paragraph shall be held by the Trustee as part of the applicable Fund and shall be sold or redeemed to the extent necessary to make payments or transfers from such Fund, provided, however all investment instructions from the Institution or the Corporation, as applicable, shall be made in accordance with the Tax Certificate, provided, further, however, the Trustee shall not be held responsible for any loss resulting from any sale or redemption. Such payments and transfers shall be pursuant to written direction of the Institution if there is not then an Event of Default known to the Trustee, or if an Event of Default is known to the Trustee, pursuant to written instruction of the Corporation.

(b) Except as set forth below, any interest realized on investments in any Fund and any profit realized upon the sale or other disposition thereof shall be credited to the Fund with respect to which they were earned and any loss shall be charged thereto. Earnings on the Redemption Fund shall be transferred to the Debt Service Fund and credited against the payments otherwise to be made thereto.

Paying Agent. The Corporation appoints U.S. Bank National Association as the initial Paying Agent. The Corporation may discharge the Paying Agent from time to time and appoint a successor. The Corporation shall also designate a successor if the Paying Agent resigns or becomes ineligible. The Paying Agent shall be a bank or trust company having a capital and surplus of not less than Thirty-Five Million Dollars ($35,000,000) and shall be registered as a transfer agent with the Securities and Exchange Commission. The Corporation shall give notice of the appointment of a successor Paying Agent in writing to each Bondowner. The Corporation will promptly certify to the Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required by the Agreement. The Paying Agent may but need not be the same person as the Trustee. The Paying Agent shall act as such and as Bond registrar and transfer agent.

Unclaimed Moneys. Except as may otherwise be required by applicable law or the Agreement, in case any moneys deposited with the Paying Agent for the payment of the principal of, or interest or premium, if any, on any Bond remain unclaimed for three (3) years after such principal, interest or premium has become due and payable, the Paying Agent may, and upon receipt of a written request of the Institution will, pay over to the Institution the amount so deposited and thereupon the Paying Agent, the Trustee and the Corporation shall be released from any further liability with respect to the payment of principal, interest or premium and the owner of such Bond shall be entitled (subject to any applicable statute of limitations) to look only to the Institution as an unsecured creditor for the payment thereof.

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THE PROJECT

Use of Project.

(a) Compliance with Law. In the acquisition, construction, maintenance, improvement and operation of the Project and the Leased Property, the Institution covenants that it has complied and will comply with all applicable material building, zoning, land use, subdivision, environmental protection, historic protection, sanitary, safety, public utility and educational laws, rules and regulations, and all applicable insurance requirements, and will not permit a nuisance thereon; but it shall not be a breach of this paragraph if the Institution fails to comply with such laws, rules, regulations and requirements during any period in which the Institution is diligently and in good faith contesting the validity thereof.

(b) Payment of Lawful Charges. The Institution shall make timely payment of all taxes and assessments and other municipal or governmental charges and all claims and demands for work, labor, services, materials or other objects which, if unpaid, might by law become a lien on the Leased Property or any part thereof; but it shall not be a breach of this Subsection if the Institution fails to pay any such item during any period in which the Institution is diligently and in good faith contesting the validity thereof, provided that the laws applicable to contesting its validity do not require payment thereof and proceedings for a refund and that the security created or intended to be created by the Agreement is not, in the opinion of the Corporation, unreasonably jeopardized thereby.

(c) Permitted Purposes. The Institution agrees that the Project shall be used only for the purposes described in the Act.

(d) Type of Permitted Construction Contracts. All construction contracts in excess of $50,000 entered into by the Institution with respect to the Project to be financed under the Agreement shall be fixed price contracts secured by 100% payment and performance bonds or letters of credit. Construction contracts for the Project to be financed under the Agreement shall not be awarded or increased in an amount in excess of the amount available in the Project Fund.

Disposition of the Leased Property. The Institution may remove and sell or otherwise use or dispose of any portion of the Leased Property constituting fixtures when the same have become obsolete, worn-out or unnecessary for the operations of the Institution, provided that the Institution repairs any damage caused by the removal and that the removal does not decrease the operating utility of the Leased Property. The property so removed shall cease to be subject to the lien of the Agreement. Upon the Institution’s written request, the Corporation and the Trustee shall execute any documents which may be reasonably required in connection with any such sale or other disposition of any portion of the Leased Property and any documents which may be reasonably necessary to confirm, if such is the case, that personal property so disposed of or other personal property of the Institution is not part of the Leased Property.

Repair and Current Expenses.

(a) The Institution agrees that it will maintain and repair or cause to be maintained and repaired the Project and the Leased Property and keep or cause to be kept the same in good serviceable condition and in at least as good condition and repair (reasonable wear and tear

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and casualty loss excepted) as it was on the date the same was placed in service. In the event of damage to or destruction of all or any part of the Leased Property from any casualty, unless the Institution exercises its right under the Agreement, the Institution shall repair, replace, restore or reconstruct the Leased Property to the extent necessary to restore substantially its value and in a manner suitable for its continued use for the purpose for which it was provided; and this obligation shall not be limited by the amount of available insurance proceeds.

(b) The Institution shall pay or cause to be paid all costs of maintaining and operating the Leased Property.

Insurance.

(a) Coverage. The Institution (i) shall keep its plant, equipment and furnishings (including the Leased Property) insured against fire, lightning and extended coverage perils and against such other risks as are customarily insured against by similar institutions in the area, in an amount at least equal to eighty percent (80%) of the insurable value thereof, exclusive of excavations and foundations or, in the case of blanket policies, an amount at least equal to the outstanding long-term indebtedness of the Institution (as determined in accordance with generally accepted accounting principles), including the Bonds, but in any case not less than the amount necessary to avoid coinsurance; (ii) shall, to the extent required by law, carry workers’ compensation insurance, disability insurance and other insurance covering injury, sickness, disability or death of employees; and (iii) shall maintain insurance against liability of the Institution imposed by law or assumed by contract for injuries to persons and for death of persons from such injuries, in the minimum amount of $1,000,000 per person and $1,000,000 per occurrence and $2,000,000 in the aggregate per policy year and for damages to property in the minimum amount of $1,000,000 per occurrence and $2,000,000 in the aggregate per policy year. Any such policy may exclude an amount of loss equal to one-half of one percent (0.5%) of the value of the Institution’s land, buildings and equipment, net of accumulated depreciation, as reflected in the Institution’s most recent audited financial statements so that the Institution is its own insurer to that extent.

Substitutions for or omissions from the required coverage may be made with the consent of the Corporation, and subject to the provisions of the Agreement, the Insurer. Without limiting the generality of the foregoing, the Corporation may consent to self-insurance or other risk management programs, including pooled insurance programs or so-called captive off-shore insurance companies, and may take account of legal limitations on potential liability. Such consent shall only be given after the Institution has engaged an independent insurance consultant to review the adequacy of its insurance coverage and to make recommendations with respect thereto every year. Any self-insurance permitted under the Agreement must be in the form of a funded program maintained at actuarially sound levels as determined annually by an independent insurance consultant. In any case, if the Leased Property is located in an area of special flood hazard, the Institution shall maintain flood insurance to the extent required pursuant to 42 U.S.C. § 4012a.

(b) Policies. All insurance policies carried under the Agreement shall be made payable to the Corporation and the Trustee as their interests may appear and otherwise to the Institution. All insurance carried under the Agreement shall be with responsible and reputable companies authorized to transact business in the State of Rhode Island or approved in writing by the Corporation, or under such self-insurance or risk management programs as are permitted by the

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Agreement. All policies of insurance shall contain a provision that prior to cancellation of such insurance, the carrier will give at least thirty (30) days’ written notice of the proposed cancellation to the Corporation, to the Insurer, and to the Trustee. Upon receipt of such notice, the Institution shall give immediate oral notice thereof to the Corporation, to the Insurer, and to the Trustee, to be followed by prompt written confirmation of the notice. When any insurance is to expire other than by cancellation, the duplicate or certificate of the new policy shall be furnished to the Corporation, to the Insurer, and to the Trustee at least ten (10) days before such expiration date.

(c) Evidence of Coverage. The policies shall be open to inspection by the Trustee, the Insurer and the Corporation at all reasonable times. Certificates of insurance describing the policies shall be furnished by the Institution to the Corporation, to the Insurer and to the Trustee at or prior to the delivery of the initial Bonds, and a complete list describing the policies and certificates shall be furnished annually within thirty (30) days after each Fiscal Year of the Institution to the Corporation, to the Insurer, and the Trustee, together with a certificate of an Authorized Officer of the Institution certifying that such insurance meets all the requirements of this Section. In making this certificate such Authorized Officer may rely upon certificates of insurance. If any change is made in the insurance as to either amount or type of coverage, a description and notice of the change shall be immediately furnished to the Corporation and to the Trustee by the Institution.

Damage to or Destruction or Taking of the Leased Property.

(a) Recovery of Insurance Proceeds. In the event of damage to or destruction of all or any part of the Leased Property, the parties shall cooperate in order to recover any applicable proceeds of insurance under the Agreement, with the Institution to have primary responsibility to recover the proceeds. Such proceeds in excess of $100,000 in the aggregate shall be paid to the Trustee. From such proceeds the Trustee shall provide for the payment or reimbursement of reasonable expenses of obtaining the recovery. The Trustee shall then give notice to the Institution and the Corporation of such expenses and of the amount of the remaining proceeds (the “Net Proceeds”).

(b) Payment to Institution. The Trustee shall pay to the Institution the Net Proceeds or so much thereof as may be needed for the repair, replacement, restoration or reconstruction, at one time or from time to time, as certified by the Institution as required upon notification in writing by the Institution as to the amount needed and upon receipt of such evidence, if any, as the Trustee may require as to the intended application thereof and as to the availability and sufficiency of other funds that may be required to assure compliance with the Agreement. Until so paid to the Institution or transferred under the paragraph below, such funds may be invested by the Trustee as provided in the Agreement.

(c) Balance of Net Proceeds. If no repair, replacement, restoration or reconstruction is necessary, or when no further funds are needed for such purposes, the Institution shall so notify the Trustee and the Corporation in writing. Any remaining Net Proceeds shall be deposited in the Redemption Fund to redeem Bonds.

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(d) Eminent Domain. In the event of a taking of all or any part of the Leased Property by eminent domain, the parties shall cooperate in accordance with the Agreement in order to recover any applicable proceeds. Such proceeds in excess of $100,000 in the aggregate shall be paid to the Trustee. The Trustee shall make appropriate deductions from such proceeds as in the case of insurance proceeds and give notice to the Institution and the Corporation of such deductions and of the amount of the Net Proceeds. The Net Proceeds shall be deposited in the Redemption Fund for redemption of the Bonds unless the Institution elects to defease the Agreement pursuant to the paragraph below or unless the Institution, within thirty (30) days after such notification, gives notice to the Trustee and the Corporation of its election to repair, replace, restore, or reconstruct the property. In the event of such an election to repair, replace, restore or reconstruct, the foregoing provisions as to insurance proceeds shall apply, and the Institution shall be obligated to repair, replace, restore or reconstruct the property to the extent necessary to restore the operational utility lost by the taking, and this obligation shall not be limited by the amount of Net Proceeds available.

(e) Option to Obtain Discharge or Redeem Bonds. The Institution may be relieved of its obligation to repair, replace, restore or reconstruct the Leased Property (i) at any time, by taking all action necessary to discharge the lien of the Agreement under the Agreement, or (ii) with respect to any one casualty or series of related casualties (as determined by the Trustee), whenever the Net Proceeds of insurance resulting from damage to or destruction of all or a portion of the Leased Property exceed twenty-five percent (25%) of the then full insurable value of the Leased Property as determined by an appraisal provided by the Institution to the Trustee, by electing to use such Net Proceeds (or a portion thereof exceeding twenty-five percent (25%) of such insurable value not used or to be used for partial repair, replacement, restoration, or reconstruction) to redeem Bonds pursuant to the redemption provisions of the Agreement. In order to so redeem Bonds, the Institution shall direct the Trustee to transfer such Net Proceeds (or such portion thereof) to the Redemption Fund, and shall instruct the Trustee to redeem Bonds pursuant to the Agreement from such proceeds allocable to Bonds and deposited in the Redemption Fund. In order to discharge the lien of the Agreement pursuant to clause (i) of this Subsection, the Institution may direct the Trustee to deposit into the Redemption Fund all Net Proceeds allocable to Bonds (as provided in the Agreement) then held by the Trustee under this Section and all monies in the Debt Service Reserve Fund.

(f) Allocation of Proceeds. In the event of damage to or destruction or taking of all or any part of the Leased Property together with other property of the Institution, any reasonable allocation of insurance or eminent domain proceeds between the Leased Property and such other property made or accepted by the Corporation in good faith shall be binding on the Institution, the Trustee and the Bondowners.

Indemnification. The Institution shall indemnify the Corporation and the Trustee against:

(a) the claims of any person arising out of any condition of the Leased Property, the construction, use, occupancy or management thereof, or any accident, injury or damage to any person occurring in or about the Leased Property; and

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(b) any and all costs, counsel fees, expenses or liabilities reasonably incurred in connection with any such claim or any action or proceeding brought thereon. In case any action or proceeding is brought against the Corporation or the Trustee by reason of any such claim, the Institution upon notice from the affected party shall defend the same with counsel reasonably acceptable to the Corporation and the Corporation and the Trustee shall cooperate with the Institution at the expense of the Institution in connection therewith.

(c) The Institution agrees to indemnify the Trustee, the Paying Agent, and Co-Paying Agent and the Registrar for and to hold them harmless against all liabilities, claims, costs and expenses incurred without gross negligence or bad faith on their part, on account of any action taken or omitted to be taken on their part in accordance with the terms of the Agreement, the Bonds or any related document or any action taken at the request of or with the consent of the Institution, including the costs and expenses of the Trustee, the Paying Agent, and Co-Paying Agent and the Registrar in defending themselves against any such claim, action or proceeding brought in connection with the exercise or performance of any of their powers or duties under the Agreement, the Bonds or any related document.

In case any action or proceeding is brought against the Corporation or the Trustee, the Paying Agent, any Co-Paying Agent or the Registrar in respect of which indemnity may be sought under the Agreement, the party seeking indemnity promptly shall give notice of that action or proceeding to the Institution, and the Institution upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Institution from any of the Institution’s obligations under the Agreement unless that failure prejudices the defense of the action or proceeding by the Institution. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Institution shall not be liable for any settlement made without the Institution’s consent.

The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers and employees of the Corporation and the Trustee, the Paying Agent, any Co-Paying Agent and the Registrar, respectively, and such indemnification is intended to and shall be enforceable by the Corporation and the Trustee, the Paying Agent, any Co-Paying Agent and the Registrar, respectively, to the full extent permitted by law.

ADDITIONAL BONDS

Additional Bonds. In addition to the Bonds initially issued to finance the Project, the Corporation may issue Additional Bonds which are equally and ratably secured with the Bonds pursuant to a supplemental lease, assignment, mortgage and loan and trust agreement to provide monies needed to complete the Project or to construct extensions, additions and improvements to the Project, to finance new projects, to refinance existing debt, to provide additional funds for the Debt Service Reserve Fund or to pay the costs of issuance of such Additional Bonds, which Additional Bonds shall thereafter be entitled to the pledges under the Agreement on a parity with the Bonds. Such supplemental lease, assignment, mortgage and loan and trust agreement shall provide, among other things, that the payments under the Agreement shall be increased or decreased and computed so as to amortize in full the principal of and interest on such Additional Bonds.

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The Corporation shall not issue Additional Bonds unless at or prior to the authentication of such Additional Bonds, there shall be filed with the Trustee a Certificate of the chief financial officer of the Institution certifying that (i) the Institution is not then in default in the performance of the covenants, conditions, agreements, or provisions contained in the Agreement, and (ii) the Amounts Available for Debt Service (as defined in the Agreement) for the Fiscal Year immediately preceding the issuance of the Additional Bonds was and will be at least equal to 1.00 times maximum aggregate annual debt service on the Outstanding Bonds and the Additional Bonds proposed to be issued. The Amounts Available for Debt Service at the State Colleges as used in the Agreement means general educational total revenues plus State appropriations less general educational total expenditures excluding capital and debt service. The Institution may issue long or short term debt secured by a lien on the Revenues subordinate to the lien of the Agreement without regard to limitation. Such debt may be secured by a parity lien on the Revenues only if the Institution files with the Trustee a Certificate of the Chief Financial Officer of the Institution certifying the same information as is required for issuing Additional Bonds.

DEFAULT AND REMEDIES

Default.

(a) Events of Default; default. “Event of Default” in the Agreement means any one of the events set forth below and “default” means any Event of Default without regard to any lapse of time or notice.

(i) Debt Service. The Institution shall fail to make any payment required of it under the Agreement when the same becomes due and payable.

(ii) Other Obligations. The Institution shall fail to make any other required payment to the Trustee and such failure is not remedied within fourteen (14) days after written notice thereof is given by the Corporation or the Trustee to the Institution; or the Institution shall fail to observe or perform any of its other agreements, covenants or obligations under the Agreement and such failure is not remedied within sixty (60) days after written notice thereof is given by the Corporation or the Trustee to the Institution; provided, however, that if such a failure to observe or perform is of a nature that (x) in the opinion of the Corporation it does not materially endanger the security for the Bonds offered by the Agreement, (y) it is curable and (z) the Institution is diligently and in good faith pursuing efforts to cure such default, the Trustee may extend such 60-day period to a period which it deems appropriate.

(iii) Warranties. There shall be a material breach of warranty made in the Agreement by the Institution as of the date it was intended to be effective and the breach is not cured within sixty (60) days after written notice thereof is given by the Corporation or the Trustee to the Institution.

(iv) Voluntary Bankruptcy. The Institution shall commence a voluntary case under the federal bankruptcy laws, or shall become insolvent or unable to pay its debts as they become due, or shall make an assignment for the benefit of creditors, or shall apply for, consent to or acquiesce in the appointment of, or taking possession by, a trustee,

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receiver, custodian or similar official or agent for itself or any substantial part of its property.

(v) Appointment of Receiver. A trustee, receiver, custodian or similar official or agent shall be appointed for the Institution or for any substantial part of its property and such trustee or receiver shall not be discharged within sixty (60) days.

(vi) Involuntary Bankruptcy. The Institution shall have an order or decree for relief in an involuntary case under the federal bankruptcy laws entered against it, or a petition seeking reorganization, readjustment, arrangement, composition or other similar relief as to it under the federal bankruptcy laws or any similar law for the relief of debtors shall be brought against it and shall be consented to by it or shall remain undismissed for ninety (90) days.

(vii) Breach of Other Agreements. A breach shall occur (and continue beyond any applicable grace period) with respect to a payment by the Institution of other indebtedness of the Institution for borrowed money with respect to loans exceeding $250,000, or with respect to the performance of any agreement securing such other indebtedness or pursuant to which the same was issued or incurred, or an event shall occur with respect to provisions of any such agreement relating to matters of the character referred to in this action, so that a holder or holders of such indebtedness or a trustee or trustees under any such agreement accelerates or is empowered to accelerate any such indebtedness; but an Event of Default shall not be deemed to be in existence or to be continuing under this clause (vii) if (x) the Institution is in good faith contesting the existence of such breach or event and if such acceleration is being stayed by judicial proceedings, or (y) the power of acceleration is not exercised and it ceases to be in effect, or (z) such breach or event is remedied and the acceleration, if any, is wholly annulled. The Institution shall notify the Corporation and the Trustee in writing of any such breach or event immediately upon the Institution’s becoming aware of its occurrence and shall from time to time furnish such information as the Corporation or the Trustee may reasonably request for the purpose of determining whether a breach or event described in this paragraph has occurred and whether such power of acceleration has been exercised or continues to be in effect.

(b) Waiver. If the Trustee determines that a default has been cured before the entry of any final judgment or decree with respect to it, the Trustee may waive the default and its consequences, including any acceleration, with the written consent of the Corporation, and, subject to certain provisions in the Agreement, the Insurer, by written notice to the Institution, and shall do so, with the written consent of the Corporation, upon written instruction of the Insurer or the Owners of at least twenty-five percent (25%) in principal amount of the Outstanding Bonds.

Remedies for Events of Default.

(a) Acceleration. Subject to any requirements of the Agreement for the consent or direction of the Insurer, the Trustee shall, by notice in writing to the Institution and the Corporation, (i) terminate the lease of the Leased Property by the Institution and upon expiration of the time, if any, fixed in such notice the Term shall end and all of the remaining Rent shall be immediately due and payable, and (ii) declare immediately due and payable the principal amount of

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the outstanding Bonds and accrued interest on the foregoing, whereupon the same shall become immediately due and payable without any further action or notice.

(b) Entry. The Trustee may at any time enter the Leased Property, whether or not the Term has been terminated as provided in (a) above without being liable for any prosecution or damages therefore may take complete and peaceful possession of the Leased Property, in whole or in part, with or without process of law, and may dispossess the Institution therefrom, and the Institution covenants that in any such event it will peacefully and quietly yield up and surrender the Leased Property. The Trustee may operate and manage the property either directly or through its agents, receivers or other similar officials; exercise all of the powers and privileges and remedies of the Institution with respect thereto, either in the name of the Institution or otherwise; receive all rents, profits, revenues and other income of the Leased Property; and make such repairs or alterations in or to the Leased Property as it may deem necessary to place and maintain the same in good order and condition. Notwithstanding entry by the Trustee, the Institution agrees that any utility services, including heat, furnished by the Institution to the Leased Property prior to such entry shall continue to be furnished by the Institution to the Leased Property at the expense of the Institution. Before making such entry, the Trustee shall give at least ten (10) days’ notice to the Institution, except, in the case when entry on lesser notice or without notice is necessary to preserve such property from damage, destruction, deterioration or unauthorized removal, as reasonably determined by the Trustee, the Trustee may make such entry on lesser notice or give the notice promptly after rather than before the entry. Entry under this Subsection shall not operate to release the Institution from any sums to be paid or other obligations under the Agreement. Any such entry shall not cause the Trustee to become a so-called mortgagee in possession.

Relet the Leased Property. At any time and from time to time after the termination of the Term pursuant to paragraph (a) above, the Corporation or the Trustee without notice to the Institution, may, but shall be under no obligation to, relet the Leased Property or any part thereof for the account of the Institution, in the name of the Institution or otherwise for such term or terms (which may be greater or lesser than the period which would otherwise have constituted the balance of the Term) and on such conditions which may include concessions or free rent) and for such purposes as the Corporation in its sole discretion may determine, and may collect, receive and retain the rents resulting from such reletting. If the Institution shall produce a new tenant which is financially sound and otherwise acceptable to the Corporation and is ready, willing and able to lease the Leased Property, upon terms satisfactory to the Corporation, and, subject to the Agreement, the Insurer, the Corporation shall lease the Leased Property to such new tenant, provided the Corporation has made no prior commitments to any other prospective tenants.

Neither the termination of the Term pursuant to paragraph (a) nor the repossession of the Leased Property or the reletting thereof shall relieve the Institution of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting.

If the Term is terminated pursuant to paragraph (a), the Institution waives, to the extent permitted by applicable law, (i) any right of redemption, re-entry or repossession, (ii) any right to a trial by jury in the event of summary proceedings, (iii) the benefit of any laws now or thereafter in force exempting property from liability for rent or for debt and (iv) the service of any notice which may be required by any present or future statute, law or decision.

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Power of Sale. The Trustee, with or without an entry under the foregoing subsection, may sell the Leased Property or any part or parts of the same, either as a whole or in parts or parcels, together with any improvements thereon, by public auction on or near the premises described in the attached Schedule A attached to the Agreement in accordance with the statutes of the State relating to the foreclosure of a mortgage by the exercise of a power of sale, and may convey the same by proper deed or deeds or bills or bills of sale to the purchaser or purchasers absolutely and in fee simple; and such sale shall forever bar the Corporation, the Institution and all persons claiming under either of them, from all right and interest in the Leased Property, whether at law or in equity. The Corporation and the Institution each covenant that they each will, upon request, execute, acknowledge and deliver to the purchaser or purchasers a deed or deeds of release confirming such sale, and the Trustee is hereby irrevocably appointed the attorney for the Corporation and the Institution to execute and deliver a full transfer of all policies of insurance on the Leased Property at the time of such sale. Any sale under the foregoing provisions shall be on not less than ten (10) days’ notice published as required by law, and sent to the Corporation, the Institution, and subject to the Agreement, the Insurer, or given in such other manner as may be required or permitted by law. The Institution, the Corporation, the Trustee or any Bondowner may become the purchaser at any such sale.

Rights as a Secured Party. The Trustee may exercise all of the rights and remedies of a secured party under the UCC with respect to that portion of the Leased Property pledged under the Agreement which is or may be treated as collateral under the UCC. The Trustee may deal with such property as collateral under the UCC or as provided in the Agreement or in part the one and in part the other. Notice of any public sale of such collateral under the UCC shall be given in the same manner as is provided in the Agreement or in part the one and in part the other. Notice of any public sale of such collateral under the UCC shall be given in the same manner as is provided in the Agreement. Notice sent by registered or certified mail, postage prepaid, or delivered during business hours, to the Corporation, the Institution, and, subject to the Agreement, the Insurer at least seven (7) days before an event under UCC Section 9-504(a) or any successor provision of law shall constitute reasonable notification of such event. To the extent permitted by law, the Corporation may treat all or any portion or portions of the Leased Property as personal property and may remove the same for the purposes of exercising its rights and remedies hereunder. Before any such removal of Leased Property which has not been sold pursuant to a power of sale, the Trustee shall give at least ten (10) days’ notice to the Corporation, the Institution, and, subject to the Agreement, the Insurer, except that, in case removal on lesser notice or without notice is necessary to preserve such property from damage, destruction, deterioration or unauthorized removal, as reasonably determined by the Trustee, the Trustee may remove such property on lesser notice or give the notice promptly after rather than before the removal.

Appointment of Receiver. The Trustee may seek the immediate appointment by any court of competent jurisdiction of a receiver for the Leased Property and of the rents and profits arising therefrom which receiver shall be entitled to immediate possession of the entire Leased Property, whether or not occupied by the Institution. The Trustee shall be entitled to the appointment of such a receiver as a matter of right without consideration of the value of the lease payments hereunder or other security or the solvency of the Institution or any person or corporation liable for the payment of such amounts. If the Institution is then in possession of the Leased Property or any portion thereof, the Institution shall immediately, upon the appointment of such receiver, vacate the Leased Property or such portion thereof, as the case may be, or pay a reasonable

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rental for the use thereof, during such receivership, to be agreed upon between the receiver and the Institution or to be fixed by the court in which the receiver shall have been appointed; and the relationship between the receiver and the Institution shall be that of landlord and tenant.

THE TRUSTEE

Rights and Duties of the Trustee.

(a) Moneys to be Held in Trust. All moneys received by the Trustee under the Agreement shall be held by the Trustee in trust and applied subject to the provisions of the Agreement.

(b) Accounts. The Trustee shall keep proper accounts of its transactions under the Agreement (separate from its other accounts), which shall be open to inspection during normal business hours by the Corporation and the Institution and their representatives duly authorized in writing.

(c) Performance of the Corporation’s Obligations. If the Corporation shall fail to observe or perform any covenant or obligation contained in the Agreement, the Trustee may, but shall not be obligated to whatever extent it deems appropriate for the protection of the Bondowners or itself, perform, any such obligation in the name of the Corporation and on its behalf.

(d) Actions for Protection of Bondowners. The Trustee shall not be required to monitor the financial condition of the Institution or the physical condition of the Leased Property and, unless otherwise expressly provided, shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it under the Agreement, except to make them available for inspection by Bondowners. Upon a failure by the Institution to make a payment required of it under the Agreement when the same becomes due and payable, the Trustee shall give written notice thereof to the Corporation, the Institution, and, subject to provisions of the Agreement, the Insurer. The Trustee shall not be required to take notice of any other breach or default by the Institution or the Corporation except when given written notice thereof by the owners of at least ten percent (10%) in principal amount of the Outstanding Bonds. The Trustee shall give default notices under the Agreement and accelerate payments under the Agreement when instructed to do so by the written direction of the owners of at least twenty-five percent (25%) in principal amount of the Outstanding Bonds. The Trustee shall proceed under the Agreement for the benefit of the Bondowners in accordance with the written directions of the owners of a majority in principal amount of the Outstanding Bonds. The Trustee shall not be required, however, to take any remedial action (other than acceleration or the giving of notice) unless reasonable indemnity is furnished for any expense or liability to be incurred thereby.

Upon receipt of written notice, direction or instruction and indemnity, as provided above, and after making such investigation, if any, as it deems appropriate to verity the occurrence of any event of which it is notified as aforesaid, the Trustee shall promptly pursue the remedy provided by the Agreement or any of such remedies (not contrary to any such direction) as it deems appropriate for the protection of the Bondowners and the Trustee shall act for the protection of the Bondowners with the same promptness and prudence as would be expected of a prudent person in the conduct of such person’s own affairs.

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(e) Responsibility. The Trustee shall be entitled to the advice of counsel (who may be counsel for any party) and shall not be liable for any action taken in good faith in reliance on such advice. The Trustee may rely conclusively on any notice, certificate or other document furnished to it under the Agreement and reasonably believed by it to be genuine. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed under the Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment or consent or other action by the Trustee is called for by the Agreement, the Trustee may defer such action pending receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to act. The Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or default, by any person, firm or corporation except by its own directors, officers, agents and employees. No recourse shall be had by the Institution, the Corporation, the Insurer, or any Bondowner for any claim based on the Agreement or the Bonds against any director, officer, agent or employee of the Trustee unless such claim is based upon the bad faith, fraud or deceit of such person. For the purpose of the Agreement, matters shall not be considered to be known to the Trustee unless they are known to an officer in its corporate trust division.

(f) Ownership of Bonds. The Trustee may be or become the owner of or trade in Bonds with the same rights as if it were not the Trustee.

(g) Surety Bond. The Trustee shall not be required to furnish any Bond or surety.

(h) Record Date. The Trustee may from time to time establish a Record Date in order to determine the owners of Bonds for any purpose under the Agreement. Except as otherwise specifically provided under the Agreement or by prior written notice to the Bondowners, the Record Date shall not be more than twenty (20) days prior to the required action. The Record Date for scheduled payments of interest shall be fifteen (15) days prior to the payment date. Any notice, request, authorization, direction, consent, waiver or other action shall be sufficiently given or taken if it is given to or taken by the Bondowners on the registration books of the Paying Agent as of such Record Date.

Fees and Expenses of the Trustee. The Institution shall pay to the Trustee reasonable compensation for its services and pay or reimburse the Trustee for its reasonable expenses and disbursements, including attorneys’ fees and expenses and court costs, under the Agreement. The Institution shall indemnify and save the Trustee harmless against any expenses and liabilities which it may incur in the exercise of its duties under the Agreement and which are not due to its gross negligence or bad faith. Any fees, expenses, reimbursements or other charges which the Trustee may be entitled to receive from the Institution under the Agreement, if not paid when due, shall bear interest at the prime rate of the Trustee (or, if none, the nearest equivalent), and if not otherwise paid, shall be a first lien upon any funds or other property then or thereafter held under the Agreement by the Trustee (or any successor Trustee). The Trustee may apply any such funds to any of the foregoing items, and in that event the lien of this Section shall continue to apply to any other

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such funds, and the Institution shall remain liable for the same. Any subsequent payment of any such item by the Institution shall be used to restore the funds so applied.

Resignation or Removal of the Trustee. The Trustee may resign on not less than thirty (30) days’ notice given in writing to the Corporation, the Paying Agent, the Insurer, the Bondowners and the Institution, but such resignation shall not take effect until a successor has been appointed. The Trustee will promptly certify to the Corporation that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required by the Agreement. The Trustee may be removed by written notice from the owners of a majority in principal amount of the Outstanding Bonds to the Trustee, the Corporation and the Institution. The Trustee may also be removed by the Institution upon at least ninety (90) days’ written notice from the Institution to the Trustee, the Corporation, the Paying Agent, the Insurer and the Bondowners; provided that the Institution is not in default under the Agreement at the time of such notice or removal and provided further that the Corporation, and, subject to provisions of the Agreement, the Insurer, shall have given their written consents to such removal and shall have appointed a successor Trustee pursuant to the Agreement.

Successor Trustee. Any corporation or association which succeeds to the corporate trust business of the Trustee as a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become vested with all the property, rights and powers of the Trustee under the Agreement, without any further act or conveyance.

In case the Trustee resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its property is appointed, or if a public officer takes charge or control of the Trustee, or of its property or affairs, a successor shall be appointed by written notice from the Corporation to the Institution and the Paying Agent. The Corporation shall notify the Bondowners of the appointment in writing within twenty (20) days from the appointment. The Corporation will promptly certify to the successor Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice has been given in the manner required by the Agreement. If no appointment of a successor as made within thirty (30) days after the Trustee’s giving of written notice of its resignation in accordance with the Agreement or after the occurrence of any other event requiring or authorizing such appointment, the Institution shall have an additional period of fourteen (14) days to recommend to the Corporation a successor Trustee, approval of which the Corporation shall not unreasonably withhold, and if after such period a successor shall not have been appointed, then the outgoing Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this Section shall be a trust company or a bank having the powers of a trust company within or without the State having a capital and surplus of not less than Thirty-Five Million Dollars ($35,000,000). Any such successor Trustee shall notify the Corporation, the Institution, and the Insurer of its acceptance of the appointment and, upon giving such notice, shall become Trustee, vested with all the property, rights and powers of the Trustee under the Agreement, without any further act or conveyance. Such successor Trustee shall execute, deliver, record and file such instruments as are required to confirm or perfect its succession under the Agreement and any predecessor Trustee shall from time to time execute, deliver, record and file such instruments as the incumbent Trustee may reasonably require to confirm or perfect any succession under the Agreement.

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THE BONDOWNERS

Action by Bondowners. Any request, authorization, direction, notice, consent, waiver or other action provided by the Agreement to be given or taken by Bondowners may be contained in and evidenced by one or more writings of substantially the same tenor signed by the requisite number of Bondowners or their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of an instrument appointing any such attorney, shall be sufficient for any purpose of the Agreement (except as otherwise expressly provided in the Agreement) if made in the following manner, but the Corporation or the Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same desirable.

The fact and date of the execution by any Bondowner or his attorney of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company satisfactory to the Corporation or to the Trustee or of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The authority of the person or persons executing any such instrument on behalf of a corporate Bondowner may be established without further proof if such instrument is signed by a person purporting to be the president or the vice president of such corporation with a corporate seal affixed and attested by a person purporting to be its clerk or secretary or an assistant clerk or secretary.

The ownership of Bonds and the amount, numbers and other identification and date of holding the same shall be proved by the registry books.

Any request, consent or vote of the owner of any Bond shall bind all future owners of such Bond. Bonds owned or held by or for the account of the Corporation or the Institution shall not be deemed outstanding Bonds for the purpose of any consent or other action by Bondowners.

Proceedings by Bondowners. No Bondowner shall have any right to Institute any legal proceedings for the enforcement of the obligations of the Institution under the Agreement or any applicable remedy under the Agreement unless the Bondowners have directed the Corporation to act and furnished the Corporation indemnity as provided in the Agreement and have afforded the Corporation reasonable opportunity to proceed and the Corporation shall thereafter fail or refuse to take such action.

No Bondowner shall have any right to institute any legal proceedings for the enforcement of the obligations of the Corporation under the Agreement or any applicable remedy under the Agreement, unless the Bondowners have directed the Trustee to act and furnished the Trustee indemnity as provided in the Agreement and have afforded the Trustee reasonable opportunity to proceed, and the Trustee shall thereafter fail or refuse to take such action.

Subject to the foregoing, any Bondowner may by any available legal proceedings enforce and protect its rights under the Agreement and under the laws of the State.

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THE INSTITUTION

Corporate Organization, Authorization and Powers. The Institution represents and warrants that (i) it is a public institution for higher education situated in the State which by virtue of law is empowered to promote a program of education beyond the high school level and which is accredited by a nationally recognized educational accrediting agency or association and awards a bachelor’s degree, (ii) it is duly chartered, validly existing and in good standing under the laws of the State with the power to enter into and perform the Agreement and that by proper corporate action it has duly authorized the execution and delivery of the Agreement, (iii) the execution and delivery of the Agreement and the consummation of the transactions contemplated in the Agreement will not conflict with or constitute a material breach of or default under any bond, indenture, note or other evidence of indebtedness of the Institution, or any contract, lease or other instrument to which the Institution is a party or by which it is bound or cause the Institution to be in material violation of any applicable statute or rule or regulation of any governmental entity.

Annual Reports and Other Current Information. The Institution shall from time to time render such reports concerning the condition of the Leased Property or compliance with the Agreement as the Corporation, the Insurer or the Trustee may reasonably request. Within one hundred eighty (180) days after the close of each fiscal year, the Institution shall furnish to the Trustee and the Corporation, and to Bondowners requesting the same, (i) copies of its audited financial statements for URI, CCRI and RIC, and any other educational entities operated by the Institution, and (ii) a certificate from the Commissioner of Higher Education or Associate Commissioner of Finance and Management of the Institution attesting to the Institution’s compliance with the requirements of the rate covenant of the Agreement, or indicating the extent of non-compliance with such requirements. At the request of the Trustee additional copies of the reports and statements required to be filed with the Trustee pursuant to this Section shall be filed with the Trustee in sufficient quantity to permit the Trustee to retain at least one copy for inspection by Bondowners and to permit the Trustee to mail a copy to each Bondowner who requests it. The Trustee shall maintain a list of Bondowners who have so requested. The Institution shall furnish to the agencies rating the Bonds such information as they may reasonably require for current reports to their subscribers.

Maintenance of Corporate Existence. The Institution shall maintain its existence as a public corporation qualified to do business in the State and shall not dissolve or dispose of all or substantially all of its assets, or consolidate with or merge into another entity or entities, or permit one or more other entities to consolidate with or merge into it except that it may consolidate with or merge into one or more other entities or permit one or more other entities to consolidate with or merge into it or transfer all or substantially all of its assets or spin off a substantial amount of its assets to one or more other entities (and thereafter dissolve or not dissolve as it may elect), if (i) the surviving, resulting or transferee entity or entities each is an entity which is eligible for financing by the Corporation, (ii) the transaction does not result in a material conflict, breach or default referred to in the Agreement and (iii) the surviving, resulting or transferee entity or entities each assumes by written notice to the Corporation and the Trustee all the obligations of the Institution under the Agreement. Nothing contained in the Agreement shall limit the legislative power of the General Assembly of the State to enact legislation, within constitutional limitations, affecting the existence of the Institution as a public corporation and this Section is subject to such legislative power.

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Restrictions on Encumbrance, Sale and Lease of Property; Tax Representations. Except with respect to transactions permitted by the Agreement and as permitted under the Tax Compliance Certificate, the Institution shall not, without the consent of the Corporation, and, subject to the provisions of the Agreement, the Insurer, encumber or lease any of the Leased Property to others, or permit others to occupy the same except to carry out the purposes of the Institution or as otherwise permitted by the Agreement and by the Tax Compliance Certificate.

The Institution represents that the Institution has not taken or omitted to take, or permitted to be taken on the Institution’s behalf, and agrees not to take or omit to take, or permit to be taken on the Institution’s behalf, any action which, if taken or omitted, would adversely affect the excludability from the gross income of the Bondowners of the interest paid on the Bonds for federal income tax purposes, and that the Institution shall take, or require to be taken, such acts as may be required of the Institution from time to time under applicable law or regulation to continue that exclusion. The representations, warranties, covenants and statements of expectation of the Institution set forth in the Tax Certificate are by this reference incorporated in the Agreement as though fully set forth in the Agreement.

SUPERSEDING PROVISIONS - THE POLICY

So long as the Policy is in full force and effect and the Insurer shall not have defaulted on its obligations thereunder the following provisions shall apply and shall supersede notwithstanding anything in the Agreement to the contrary:

(a) [Reserved]

(b) The Insurer shall be deemed to be the sole holder of the Series 2010 A Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Series 2010 A Bonds are entitled to take pursuant to the provisions of the Agreement pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. Mandamus is available as a remedy to the Insurer in such capacity.

(c) The maturity of Series 2010 A Bonds shall not be accelerated without the consent of the Insurer. In the event the maturity of the Series 2010 A Bonds is accelerated, the Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued on such principal to the date of acceleration (to the extent unpaid by the Issuer) and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the Insurer's obligations under the Insurance Policy with respect to such Series 2010 A Bonds shall be fully discharged.

(d) No grace period for a covenant be extended for more than 60 days without the prior written consent of the Insurer. No grace period shall be permitted for payment defaults.

(e) The Insurer is hereby deemed an express third party beneficiary of the Agreement.

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(f) Upon the occurrence of an extraordinary optional, special or extraordinary mandatory redemption in part, the selection of Series 2010 A Bonds to be redeemed shall be subject to the approval of the Insurer. Any Series 2010 A Bonds purchased by or on behalf of the Issuer shall be immediately cancelled unless the Insurer consents otherwise.

(g) With respect to Series 2010 A Bonds, the prior written consent of the Insurer shall be required, and shall be sufficient in lieu of consent of the holders of Series 2010 A Bonds for any amendment, supplement, modification to, or waiver of the Agreement or any other transaction document, including any underlying security agreement (each a "Related Document"), that otherwise would require the consent of Series 2010 A Bondowners or that adversely affects the rights and interests of the Insurer.

(h) Unless the Insurer otherwise directs, upon the occurrence and continuance of an Event of Default or an event which with notice or lapse of time would constitute an Event of Default, amounts on deposit in the URI Series 2010 A Account and in the RIC Series 2010 A Account in the Project Fund shall not be disbursed, but shall instead be applied to the payment of debt service or redemption price of the Series 2010 A Bonds.

(i) The rights granted to the Insurer under the Agreement or any other Related Document to request, consent to or direct any action are rights granted to the Insurer in consideration of its issuance of the Insurance Policy. Any exercise by the Insurer of such rights is merely an exercise of the Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Bondowners and such action does not evidence any position of the Insurer, affirmative or negative, as to whether the consent of the Bondowners or any other person is required in addition to the consent of the Insurer.

(j) Only (1) cash, (2) non-callable direct obligations of the United States of America ("Treasuries"), or (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, shall be used to defease the Series 2010 A Bonds unless the Insurer otherwise approves.

To accomplish defeasance, the Issuer shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Insurer ("Accountant") verifying the sufficiency of the escrow established to pay the Series 2010 A Bonds in full on the maturity or redemption date ("Verification"), (ii) an Escrow Deposit Agreement (which shall be acceptable in form and substance to the Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the Series 2010 A Bonds are no longer "Outstanding" under the Agreement and (iv) a certificate of discharge of the Trustee with respect to the Series 2010 A Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Issuer, Trustee and Insurer. The Insurer shall be provided with final drafts of the above-referenced documentation not less than five business days prior to the funding of the escrow.

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Series 2010 A Bonds shall be deemed "Outstanding" under the Agreement unless and until they are in fact paid and retired or the above criteria are met.

(k) Amounts paid by the Insurer under the Insurance Policy shall not be deemed paid for purposes of the Agreement and the Series 2010 A Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Issuer in accordance with the Agreement. The Agreement shall not be discharged unless all amounts due or to become due to the Insurer have been paid in full or duly provided for.

(l) The Issuer and the Institution each hereby pledge the Revenues to the payment of debt service on the Bonds and other obligations of the Issuer and the Institution under the Agreement. Each of the Issuer, the Institution and Trustee covenant and agree to take such action (including, as applicable, filing of UCC financing statements and continuations thereof) as is necessary from time to time to preserve the priority of the pledge of the Revenues and of the lien of the Agreement on the Leased Property under applicable law.

(m) Claims Upon the Insurance Policy and Payments by and to the Insurer.

If, on the third Business Day prior to the related scheduled interest payment date or principal payment date ("Payment Date") there is not on deposit with the Trustee, after making all transfers and deposits required under the Agreement, moneys sufficient to pay the principal of and interest on the Series 2010 A Bonds due on such Payment Date, the Trustee shall give notice to the Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Series 2010 A Bonds due on such Payment Date, the Trustee shall make a claim under the Insurance Policy and give notice to the Insurer and the Insurer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Bonds and the amount required to pay principal of the Bonds, confirmed in writing to the Insurer and the Insurer's Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Insurance Policy.

The Trustee shall designate any portion of payment of principal on Series 2010 A Bonds paid by the Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Series 2010 A Bonds registered to the then current Bondowner, whether DTC or its nominee or otherwise, and shall issue a replacement Series 2010 A Bond to the Insurer, registered in the name of Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.), in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or issue any replacement Series 2010 A Bond shall have no effect on the amount of principal or interest payable by the Issuer on any Series 2010 A Bond or the subrogation rights of the Insurer.

The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Policy Payments Account (defined below) and the allocation of such funds to

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payment of interest on and principal of any Series 2010 A Bond. The Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee.

Upon payment of a claim under the Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Bondowners referred to in the Agreement as the "Policy Payments Account" and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the Insurance Policy in trust on behalf of Bondowners and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Bondowners in the same manner as principal and interest payments are to be made with respect to the Series 2010 A Bonds under the sections here of regarding payment of Series 2010 A Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything in the Agreement to the contrary, the Issuer agrees to pay to the Insurer (i) a sum equal to the total of all amounts paid by the Insurer under the Insurance Policy (the "Insurer Advances"); and (ii) interest on such Insurer Advances from the date paid by the Insurer until payment thereof in full, payable to the Insurer at the Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts")."Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. The Issuer hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Revenues and payable from such Revenues on a parity with debt service due on the Series 2010 A Bonds.

Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following a Series 2010 A Bond payment date shall promptly be remitted to the Insurer.

(n) The Insurer shall, to the extent it makes any payment of principal of or interest on the Series 2010 A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy. Each obligation of the Issuer to the Insurer under the Related Documents shall survive discharge or termination of such Related Documents.

(o) The Institution shall pay or reimburse the Insurer any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under the Agreement or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Agreement or any other Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with the Agreement or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Insurer to

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honor its obligations under the Insurance Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Agreement or any other Related Document.

(p) After payment of reasonable expenses of the Trustee, the application of funds realized upon default shall be applied to the payment of expenses of the Issuer or rebate only after the payment of past due and current debt service on the Series 2010 A Bonds.

(q) The Insurer shall be entitled to pay principal or interest on the Series 2010 A Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Insurance Policy) and any amounts due on the Series 2010 A Bonds as a result of acceleration of the maturity thereof in accordance with the Agreement, whether or not the Insurer has received a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim upon the Insurance Policy.

(r) The notice address of the Insurer is: Assured Guaranty Municipal Corp.(formerly known as Financial Security Assurance Inc.), 31 West 52nd Street, New York, New York 10019, Attention: Managing Director - Surveillance, Re: Policy No. 211632-N, Telephone: (212) 826-0100; Telecopier: (212) 339-3556. In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED."

(s) The Insurer shall be provided with the following information by the Issuer or Trustee, as the case may be:

(i) Annual audited financial statements within 180 days after the end of the fiscal year of the Institution with respect to each of URI, RIC, and CCRI (together with a certification of the Obligor that it is not aware of any default or Event of Default under the Agreement), and the Institution's, URI's, RIC's and CCRI's annual budget within 30 days after the approval thereof together with such other information, data or reports as the Insurer shall reasonably request from time to time;

(ii) Notice of any default known to the Trustee or Issuer within five (5) Business Days after knowledge thereof;

(iii) Prior notice of the advance refunding or redemption of any of the Series 2010 A Bonds, including the principal amount, maturities and CUSIP numbers thereof;

(iv) Notice of the resignation or removal of the Trustee and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto;

(v) Notice of the commencement of any proceeding by or against the Issuer or the Institution commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding");

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(vi) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds;

(vii) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents;

(viii) All reports, notices and correspondence to be delivered to Bondowners under the terms of the Related Documents; and

(ix) To the extent that the Institution has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Series 2010 A Bonds, all information furnished pursuant to such agreements shall also be provided to the Insurer, simultaneously with the furnishing of such information.

(t) The Insurer shall have the right to receive such additional information as it may reasonably request.

(u) The Issuer will permit the Insurer to discuss the affairs, finances and accounts of the Issuer or any information the Insurer may reasonably request regarding the security for the Series 2010 A Bonds with appropriate officers of the Issuer and will use commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the Issuer on any Business Day upon reasonable prior notice.

(v) The Institution shall notify the Insurer of any failure of the Institution to provide notices, certificates and other information under the transaction documents.

(w) Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in the Agreement, no such issuance may occur if a default (or any event which, once all notice or grace periods have passed, would constitute a default) exists unless such default shall be cured upon such issuance unless otherwise permitted by the Insurer.

(x) In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the Agreement would adversely affect the security for the Series 2010 A Bonds or the rights of the Bondowners, the Institution, Issuer and Trustee shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Insurance Policy.

(y) No contract shall be entered into or any action taken by which the rights of the Insurer or security for or sources of payment of the Series 2010 A Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Insurer. For the avoidance of doubt, no contract entered into or action taken for the purpose of issuing Additional Bonds, Alternate Parity Debt or Alternate Debt in accordance with the terms of the Agreement shall require the prior written consent of the Insurer.

(z) So long as any Series 2010 A Bonds insured by the Insurers remain outstanding or any amounts are owed to the Insurers by the Issuer, neither the Institution nor the Issuer shall enter into any interest rate exchange agreement, cap, collar, floor, ceiling, or other

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agreement or instrument involving reciprocal payment obligations between the Issuer or the Institution and a counterparty based on interest rates applied to a notional amount of principal entered into by or on behalf of the Issuer or the Institution and payable from or secured in whole or in part by the Revenues (an “Interest Rate Exchange Agreement”), without the prior written consent of the Insurer, unless: (i) the Interest Rate Exchange Agreement is entered into to manage interest costs related to, or a hedge against (A) assets then held, or (B) debt then outstanding, or (C) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Interest Rate Exchange Agreement does not contain any leverage element or multiplier component greater than 1.0x unless there is a matching hedge arrangement which effectively off-sets the exposure from any such element or component. Unless otherwise consented to in writing by the Insurer, any termination payments to be made by or on behalf of the Institution or Issuer to a swap provider must be subordinate in priority and security to the priority and security of the payment of debt service on the Series 2010 A Bonds with respect to the Revenues. Neither the Institution nor the Issuer shall designate an early termination of any Interest Rate Exchange Agreement unless it demonstrates to the satisfaction of the Insurer prior such designation that the payment of any resulting termination or settlement amount that is to be payable by the Institution or Issuer that such payment will not cause the Institution or Issuer to be in default under the Agreement, including but not limited to, any monetary obligations thereunder. All counterparties to any Interest Rate Exchange Agreement (or their credit support providers) must have a rating of at least “A-” and “A3” by S&P and Moody’s, respectively. If the counterparty or credit support provider’s rating falls below “A-” or “A3” by either S&P or Moody’s, respectively, the counterparty or credit support provider shall execute a credit support annex to the Interest Rate Exchange Agreement with the Issuer or Institution as the secured party and otherwise in accordance with industry standards for municipal swaps. If the counterparty or the credit support provider’s long term unsecured rating falls below “Baa3” or “BBB-” by either Moody’s or S&P, respectively, a replacement counterparty or credit support provider meeting the above rating standards shall be required.

(aa) So long as any Series 2010 A Bonds insured by the Insurer remains outstanding or any amounts are owed to the Insurer by the Issuer, neither the Institution nor the Issuer shall issue or incur indebtedness payable from or secured in whole or in part by the Revenues that permits or requires the holder to tender such indebtedness for purchase prior to the stated maturity thereof, in either case without the prior written consent of the Insurer, unless immediately after such issuance or incurrence, such indebtedness is less than 20% of the total par outstanding of parity indebtedness.

(bb) Notwithstanding any provision to the contrary in the Agreement, the Issuer and the Institution shall use actual amortization on all parity Bonds and Additional Bonds then Outstanding to determine debt service in each Fiscal Year for purposes of Section 308(e) of the Agreement and to determine "maximum aggregate annual debt service" as such term is used in Section 501, disregarding any provision in the Agreement allowing for assumed, hypothetical or deemed amortization.

MISCELLANEOUS

Amendment. Subject to the rights of the Insurer, the Agreement may be amended by the parties without Bondowner consent for any of the following purposes: (i) to add to the covenants and agreements of the Institution or to surrender or limit any right or power of the

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Institution; (ii) to cure any ambiguity or defect, or to add provisions which are not inconsistent with the Agreement and which do not impair the security for the Bonds; (iii) to provide for the issuance of Additional Bonds as provided in Article V.

Except as provided in the foregoing sentence, subject to the rights of the Insurer, the Agreement may be amended only with the written consent of the owners of at least two-thirds (2/3) in principal amount of the Outstanding Bonds; provided, however, that no amendment of the Agreement may be made without the unanimous written consent of the affected Bondowners for any of the following purposes: (a) to extend the maturity of any Bond; (b) to reduce the principal amount or interest rate of any Bonds; (c) to make any Bond redeemable other than in accordance with its terms; (d) to create a preference or priority of any Bond or Bonds over any other Bond or Bonds; or (e) to reduce the percentage of the Bonds require to be represented by the Bondowners giving their consent to any amendment.

Any amendment of the Agreement shall be accompanied by an opinion of nationally recognized bond counsel to the effect that the amendment is permitted by the Agreement.

When the Trustee determines that the requisite number of consents have been obtained for an amendment which requires Bondowner consents, it shall, within ninety (90) days, file a certificate to that effect in its records and mail notice to the Bondowners. No action or proceeding to invalidate the amendment shall be instituted or maintained unless it is commenced within sixty (60) days after such mailing. The Trustee will promptly certify to the Corporation that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required by the Agreement. A consent to an amendment may be revoked by a notice given by the Bondowner and received by the Trustee prior to the Trustee’s certification that the requisite consents have been obtained.


APPENDIX D

Schedule of Indebtedness of the Rhode Island Health and Educational Building Corporation


RHODE ISLAND HEALTH AND EDUCATIONAL BUILDING CORPORATION SCHEDULE OF INDEBTEDNESS

JUNE 30, 2009

PRINCIPAL AMOUNT ISSUED___

PRINCIPAL AMOUNT OUTSTANDING

HEALTH CARE

Westerly Hospital Series, 1994 $20,485,000 $9,980,000

Dated January 15, 1994

Tockwotton Home Series 1996 5,405,000 3,870,000

Dated December 1, 1996

Lifespan Obligated Group Series 1996 214,585,000 54,585,000


Steere House Series 1997 7,050,000 4,725,000

Dated September 1, 1997

Roger Williams Hospital Series 1998 19,115,000 13,535,000


Newport Hospital Series 1999 30,000,000 24,945,000

Dated February 1, 1999

St. Joseph Health Services Series 1999 23,145,000 19,395,000

Dated March 1, 1999

St. Antoine Residence Series 1999 A 23,730,000 9,525,000

Dated August 1, 1999

Roger Williams Realty Corporation Series 1999 8,580,000 7,330,000

Dated November 15, 1999

Ocean State Assisted Living Series 2001 12,450,000 11,600,000

Dated October 1, 2001

Ballou Home Series 2001 2,000,000 1,545,000



Dated June 1, 2002

Jewish Seniors Agency of RI Series 2002 11,750,000 11,035,000


South County Hospital Series 2003 B & C 14,025,000 12,960,000


Memorial Hospital Series 2003 25,000,000 17,200,000


Thundermist Health Center Series 2004 6,300,000 4,210,000


Newport Hospital Series 2004 10,000,000 5,000,000

Dated March 1, 2004

Kent County Memorial Hospital/Butler Hospital Master Lease 2004 6,800,000 1,828,214


Landmark Medical Center Series 2005 14,125,000 11,745,000


St. Joseph Health Sevices Master Lease 2005 8,000,000 4,222,959


Women & Infants' Hospital Master Lease 2005 2,550,000 810,899


D-1


JUNE 30, 2009



HEALTH CARE

Lifespan Obligated Group Series 2006 A $192,135,000 $189,780,000


South County Hospital Series 2006 A 52,000,000 52,000,000


Kent County Memorial Hospital Master Lease 2006 3,520,000 2,380,444


Child and Family Services of Newport County Series 2006 12,000,000 10,900,000


NRI Community Services, Inc. Series 2007 3,200,000 3,200,000

Dated June 1, 2007

Women & Infants' Hospital Master Lease 2007 1,500,000 1,080,399

Dated July 18, 2007

St. Antoine Residence Series 2007 9,080,000 8,845,000


Home & Hospice Care of RI Series 2008 12,600,000 12,600,000


Care New England Series 2008 A & B 84,940,000 81,440,000



Dated March 15, 2009

TOTALS $1,029,055,000 $713,112,915

D-2


JUNE 30, 2009

PRINCIPAL

AMOUNT ISSUED___


EDUCATION

Providence College Series 1989 $9,385,111 $1,056,570


Johnson & Wales University Series 1996 9,500,000 7,155,000

Dated April 1, 1996

University of Rhode Island Series 1997 2,125,000 1,530,000


Brown University Series 1998 53,455,000 9,075,000


Roger Williams University Series 1998 39,745,000 31,620,000


St. Andrew's School Series 1999 8,500,000 7,375,000



Dated March 1, 1999

Salve Regina University Series 1999 12,500,000 10,275,000

Dated May 1, 1999

Moses Brown School Series 2000 10,000,000 8,475,000




Bryant College Series 2001 30,000,000 25,795,000


Portsmouth Abbey School Series 2001 15,000,000 6,680,000


Rhode Island School of Design Series 2001 27,890,000 27,635,000


St. Mary Academy Bay View Series 2001 4,000,000 2,875,000


Brown University Series 2001 A & B 86,990,000 83,505,000


Bryant College Series 2002 19,425,000 10,315,000

Dated May 15, 2002

Salve Regina University Series 2002 18,000,000 15,790,000


Board of Governors for Higher Education Series 2002 7,975,000 6,655,000


Paul Cuffee School Series 2002 3,000,000 2,730,000


Salve Regina University Series 2002 B 18,665,000 12,820,000



Dated April 1, 2003

D-3


JUNE 30, 2009



EDUCATION

Board of Governors for Higher Education Series 2003 A $3,100,000 $1,825,000

Dated May 1, 2003

Board of Governors for Higher Education Series 2003 B & C 33,950,000 29,135,000

Dated July 1, 2003

La Salle Academy Series 2003 10,500,000 5,700,000

Dated July 1, 2003

International Institute of RI Series 2003 2,600,000 2,210,000


Providence College Series 2003 A 65,495,000 56,335,000


St. George's School Series 2003 18,000,000 15,280,000


Brown University Series 2003 A & B 91,425,000 89,130,000




Pennfield School Series 2004 5,000,000 4,750,000

Dated March 1, 2004


Dated April 1, 2004

Rhode Island School of Design Series 2004 D 113,935,000 55,700,000

Dated May 1, 2004

The Groden Center Series 2004 A & B 4,400,000 4,040,000


Times2 Academy Series 2004 18,625,000 15,680,000


Board of Governors for Higher Education Series 2004 A 33,935,000 31,210,000


Board of Governors for Higher Education Series 2005 2,740,000 2,300,000

Dated April 1, 2005

Catholic School Pool Program Series 2005 23,100,000 21,470,000

Dated April 1, 2005

Meeting Street School Series 2005 17,000,000 10,700,000

Dated May 15, 2005

Board of Governors for Higher Education Series 2005 B 2,000,000 1,780,000

Dated June 30, 2005

Paul Cuffee School Series 2005 1,400,000 980,000


Brown University Series 2005 A 85,500,000 85,500,000


Board of Governors for Higher Education Series 2005 C - G 85,045,000 81,670,000


Roger Williams University Master Lease 2005 3,700,000 2,550,097


D-4


JUNE 30, 2009



EDUCATION

Public School Pool Program Series 2006 A $18,285,000 $15,570,000

Dated June 15, 2006

Catholic School Pool Program Series 2006 A 17,500,000 16,775,000

Dated July 1, 2006

Providence Public Building Authority Series 2006 A 60,000,000 57,300,000


Roger Williams University Series 2006 B 17,200,000 17,200,000


Brown University Commercial Paper Notes Series 2006 A & B 50,000,000 50,000,000


Public School Pool Program Series 2007 A 38,450,000 35,885,000

Dated May 1, 2007


Dated June 1, 2007

Public School Pool Program Series 2007 B 19,615,000 18,725,000


CVS/Highlander Charter School Series 2007 7,000,000 5,500,000


Public School Pool Program Series 2007 C 13,460,000 12,725,000


Providence Public Building Authority Series 2007 A & B 91,470,000 89,330,000


St. George's School Series 2007 4,000,000 4,000,000


Providence Public Building Authority Series 2007 C 75,000,000 75,000,000


Public School Pool Program Series 2007 D 4,760,000 4,610,000


The Learning Community Charter School Series 2008 4,000,000 3,965,000


Rhode Island School of Design Series 2008 A & B 93,780,000 91,980,000

Dated March 1, 2008

Bryant University Series 2008 50,420,000 50,305,000

Dated April 1, 2008

Providence College Series 2008 18,200,000 18,200,000

Dated April 1, 2008


Dated May 1, 2008

Roger Williams University Series 2008 A 22,935,000 21,940,000

Dated July 1, 2008

New England Institute of Technology Series 2008 16,120,000 15,795,000

Dated July 1, 2008

Public School Pool Program Series 2008 B 24,675,000 24,350,000

Dated July 15, 2008

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JUNE 30, 2009



EDUCATION

Roger Williams University Series 2008 B $38,000,000 $38,000,000


Board of Governors for Higher Education Series 2008 A & B 37,935,000 37,935,000




Public School Pool Program Series 2009 B 940,000 940,000

Dated April 15, 2009

Public School Pool Program Series 2009 C 24,910,000 24,910,000

Dated May 1, 2009

Board of Governors for Higher Education Series 2009 A & B 28,520,000 28,520,000

Dated June 15, 2009

Public School Pool Program Series 2009 D 16,100,000 16,100,000

Dated June 15, 2009

TOTALS $2,141,525,111 $1,887,066,667

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APPENDIX E Form of Approving Opinion of Bond Counsel


Appendix E

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FORM OF APPROVING OPINION OF BOND COUNSEL

Date of Delivery Rhode Island Health and Educational Building Corporation 170 Westminster Street Providence, Rhode Island 02903 Re: $24,005,000 Rhode Island Health and Educational Building Corporation

Higher Education Facility Revenue Bonds Board of Governors for Higher Education Educational and General Revenue Issue, Series 2010 A

Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the Rhode Island

Health and Educational Building Corporation (the "Corporation") of its $24,005,000 Higher Education Facility Revenue Bonds Board of Governors for Higher Education Educational and General Revenue Issue, Series 2010 A (the "Series 2010 A Bonds"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion.

The Series 2010 A Bonds are issued pursuant to and under the Rhode Island Health and

Educational Building Corporation Act, being Chapter 38.1 of Title 45 of the General Laws of Rhode Island, 1956, as amended (the "Act"), the Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of July 1, 1993 (the "1993 Series B Agreement") by and among the Corporation, the Board of Governors for Higher Education (the "Board of Governors" or the "Institution") acting on behalf of the University of Rhode Island (the "University"), Rhode Island College (the "College"), and the Community College of Rhode Island (the "Community College") (collectively, the "State Colleges") and U.S. Bank National Association, as successor trustee to State Street Bank and Trust Company, as successor trustee to Fleet National Bank (the "Trustee"), as amended and supplemented by the First Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of November 1, 2000 (the "First Amendment to 1993 Series B Agreement"), the Second Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of July 1, 2003 (the "Second Amendment to 1993 Series B Agreement"), the Third Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of March 24, 2008 (the "Third Amendment to 1993 Series B Agreement") and by the Fourth Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of February 1, 2010 (the "Fourth Amendment to 1993 Series B Agreement") (the 1993

Rhode Island Health and Educational Building Corporation Date of Delivery Page 2

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Series B Agreement as so amended and supplemented is referred to herein as the "Series 2010 A Agreement"). Capitalized terms not defined herein shall have the meanings given in the Series 2010 A Agreement.

Under the Series 2010 A Agreement, the Institution has agreed to make payments

(subject to appropriation by the Rhode Island General Assembly) to be used to pay when due the principal of, premium, if any, and interest on the Series 2010 A Bonds. Such payments and other revenues under the Series 2010 A Agreement (collectively, the "Revenues") and the rights of the Corporation under the Series 2010 A Agreement except certain rights reserved to the Corporation in the Series 2010 A Agreement (the "Reserved Rights") are pledged and assigned by the Corporation to the Trustee as security for the Series 2010 A Bonds. The Series 2010 A Bonds are payable solely from the Revenues and from the proceeds of a bond insurance policy (the "Policy") delivered by Assured Guaranty Municipal Corp. simultaneously with the issuance of the Series 2010 A Bonds. The Series 2010 A Bonds are secured (as to Revenues) on a parity with the outstanding portion of the Corporation's $13,165,000 Higher Education Facility Revenue Refunding Bonds Board of Governors for Higher Education Educational and General Revenue Issue, Series 2003 C (the "Series 2003 C Bonds"). In addition, the Corporation's $2,125,000 Higher Education Facility Revenue Bonds University of Rhode Island Issue - Series 1997 (the "Series 1997 Bonds") issued under the Loan and Trust Agreement dated as of September 1, 1997 (the "1997 Agreement") by and among the Corporation, the Board of Governors, acting on behalf of the University, and the Trustee (the "1997 Agreement"); the Corporation's $7,975,000 University of Rhode Island Educational and General Revenue Issue, Series 2002 (the "Series 2002 Bonds") issued under the 1997 Agreement and a Third Amendment to Loan and Trust Agreement dated as of November 15, 2002 (the "Third Amendment to 1997 Agreement"); the Corporation's $3,100,000 University of Rhode Island Educational and General Revenue Issue, Series 2003 A (the "Series 2003 A Bonds") issued under the 1997 Agreement and a Fourth Amendment to Loan and Trust Agreement dated as of May 1, 2003 (the "Fourth Amendment to 1997 Agreement"), the Corporation’s $2,740,000 University of Rhode Island Educational and General Revenue Issue, Series 2005 A (the "Series 2005 A Bonds") issued under the 1997 Agreement and the Fifth Amendment to 1997 Agreement dated as of April 1, 2005 (the “Fifth Amendment to 1997 Agreement”), the Corporation’s $2,000,000 University of Rhode Island Educational and General Revenue Issue, Series 2005 B (the "Series 2005 B Bonds") issued under the 1997 Agreement, and the Sixth Amendment to 1997 Agreement dated as of June 30, 2005 (the “Sixth Amendment to 1997 Agreement”), the Corporation’s $3,245,000 University of Rhode Island Educational and General Revenue Issue, Series 2005 F (the "Series 2005 F Bonds") and $44,805,000 University Rhode Island Educational and General and Revenue Refunding Issue, Series 2005 G (the "Series 2005 G Bonds") each issued under the 1997 Agreement and the Seventh Amendment to 1997 Agreement


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dated as of November 2, 2005 (the “Seventh Amendment to 1997 Agreement”), and the Corporation's $10,315,000 University of Rhode Island Educational and General Revenue Issue, Series 2009 A (the "Series 2009 A Bonds") issued under the 1997 Agreement and the Ninth Amendment to the 1997 Agreement dated as of June 15, 2009 (the “Ninth Amendment to 1997 Agreement”), are secured on a parity with the Series 2010 A Bonds as to the Educational and General Revenues derived from the University. The Series 2010 A Bonds are being issued as Additional Bonds, permitted by Article V of the Series 2010 A Agreement. The Corporation and the Institution reserve the right to incur additional alternate parity debt or issue Additional Bonds, on the terms and conditions and for the purposes stated in the Series 2010 A Agreement. Such Additional Bonds and alternate indebtedness may rank equally as to security with the Series 2010 A Bonds.

Reference is made to (a) the opinion of even date of Adler Pollock & Sheehan P.C.,

counsel to the Institution, with respect, among other matters, to the due authorization, execution and delivery of the Series 2010 A Agreement by the Institution, the Series 2010 A Agreement being binding and enforceable upon the Institution, the corporate status of the Institution, and the qualification of the Institution as a borrower under the Act; and (b) the opinion of even date of Moses & Afonso, Ltd., counsel to the Corporation, with respect, among other things, to the Corporation being a public body corporate and agency of the State of Rhode Island and Providence Plantations (the "State"), the due authorization, execution and delivery of the Series 2010 A Agreement by the Corporation, and the Series 2010 A Agreement being binding and enforceable upon the Corporation, which opinions we have relied upon in rendering the following opinion.

As to questions of fact material to our opinion, we have relied upon the representations of

the Corporation and the Institution contained in the Series 2010 A Agreement and in the certified proceedings and other certifications of public officials furnished to us, and certifications furnished to us by or on behalf of the Corporation and the Institution without undertaking to verify the same by independent investigation.

We express no opinion with respect to compliance by the Institution with applicable legal

requirements in connection with the construction, renovation, equipping or operation of the project being financed by the Series 2010 A Bonds.


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Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Corporation is duly created and validly existing as a public body corporate

and agency of the State with the corporate power to enter into and perform the Series 2010 A Agreement and to issue the Series 2010 A Bonds.

2. The Series 2010 A Agreement has been duly authorized, executed, and delivered

by the Corporation and is a valid and binding obligation of the Corporation enforceable upon the Corporation in accordance with its terms.

3. The Series 2010 A Agreement creates a valid lien on the Revenues and on the

rights of the Corporation under the Series 2010 A Agreement (except the Reserved Rights) on a parity (to the extent described herein) with the outstanding portion of the Corporation's Series 2003 C Bonds and with Additional Bonds and alternate parity debt, if any, which may be issued or incurred under the terms of the Series 2010 A Agreement. The Series 2010 A Bonds are also secured as to Educational and General Revenues derived from the University on a parity with the Corporation's Series 1997 Bonds, the Series 2002 Bonds, the Series 2003 A Bonds, the Series 2005 A Bonds, the Series 2005 B Bonds, the Series 2005 F Bonds, the Series 2005 G Bonds and the Series 2009 A Bonds.

4. The Series 2010 A Bonds have been duly authorized, executed, and delivered by

the Corporation and are valid and binding special obligations of the Corporation, payable solely from the Revenues and are secured under and entitled to the benefits of the Series 2010 A Agreement.

5. Interest on the Series 2010 A Bonds is excluded from the gross income of the

owners of the Series 2010 A Bonds for federal income tax purposes. In addition, interest on the Series 2010 A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes and such interest is not included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Corporation and the Institution with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2010 A Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Institution and, to the extent necessary, the Corporation have covenanted in the Series 2010 A Agreement to comply with all such requirements. Failure by the Corporation or the Institution to comply with certain of such requirements may cause interest on the Series 2010 A Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2010 A Bonds.


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We express no opinion regarding any other federal tax consequences arising with respect to the Series 2010 A Bonds.

6. Interest on the Series 2010 A Bonds and any profit made on the sale thereof are

exempt from taxation by the State of Rhode Island or any political subdivision or other instrumentality thereof. We express no opinion regarding any other Rhode Island tax consequences arising with respect to the Series 2010 A Bonds or any tax consequences arising with respect to the Series 2010 A Bonds under the laws of any state other than Rhode Island.

This opinion is expressed as of the date hereof, and we neither assume nor undertake any

obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason.

The rights of the holders of the Series 2010 A Bonds and the enforceability of the Series

2010 A Bonds and the Series 2010 A Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases.

EDWARDS ANGELL PALMER & DODGE LLP


APPENDIX F

Form of Continuing Disclosure Agreement


APPENDIX F

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CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (the “Disclosure Agreement”) is executed and delivered by the Rhode Island Board of Governors for Higher Education (the “Institution”) and U.S. Bank National Association (the “Trustee”), acting as Dissemination Agent (the “Dissemination Agent”), in connection with the issuance of Rhode Island Health and Educational Building Corporation (the “Issuer”) $24,005,000 Higher Education Facility Revenue Bonds, Board of Governors for Higher Education Educational and General Revenue Issue, Series 2010 A (the “Bonds”).

The Bonds are authorized pursuant to a Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of July 1, 1993 (the “1993 Series B Agreement”) by and among the Issuer, the Institution acting on behalf of the University of Rhode Island (the “University”), Rhode Island College (the “College”) and the Community College of Rhode Island (the “Community College”) (collectively, the “State Colleges”), and U.S. Bank National Association, as trustee (the “Trustee”) and as paying agent (the “Paying Agent”), as amended and supplemented by the First Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of November 1, 2000, by the Second Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of June 1, 2003, by the Third Amendment to Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of March 24, 2008, and by the Fourth Amendment to the Lease, Assignment, Mortgage and Loan and Trust Agreement dated as of February 1, 2010 (the “1993 Series B Agreement,” as so amended, is referred to as the “Series 2010 A Agreement”). The Bonds are payable solely from (i) the Rent payments (as defined in the Series 2010 A Agreement) paid to the Trustee for the account of the Issuer by the Institution in amounts equal to the principal of and interest on the Bonds; and (ii) all legally available revenues of the Institution and appropriations of the State of Rhode Island (the “State”) for the Institution with respect to the State Colleges, except all housing, dining, and other auxiliary enterprise revenues of the Institution.

The proceeds of the Bonds are being loaned by the Issuer to the Institution pursuant to the Series 2010 A Agreement.

The Institution and the Trustee covenant and agree as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Institution and the Trustee for the benefit of the Bondowners (which term shall include the beneficial owners of the Bonds) and in order to assist the Participating Underwriters (defined below) in complying with the Rule (defined below). THE INSTITUTION 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 DISCLOSURE AGREEMENT, AND HAS NO LIABILITY TO ANY PERSON, INCLUDING ANY OWNER OF THE BONDS, WITH RESPECT TO ANY SUCH REPORTS, NOTICES OR DISCLOSURES.

SECTION 2. Definitions. In addition to the definitions set forth in the Series 2010 A 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:

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“Annual Report” shall mean any Annual Report provided by the Institution pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Dissemination Agent” shall mean the Trustee, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Institution and which has filed with the Trustee a written acceptance of such designation.

“EMMA” shall mean the Electronic Municipal Market Access System of MSRB, or such other electronic format prescribed by the MSRB.

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

“MSRB” shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934.

“Participating Underwriter” shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

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

SECTION 3. Provision of Annual Reports:

(a) The Institution shall, or shall cause the Dissemination Agent to, not later than two hundred seventy (270) days after the end of the Institution’s Fiscal Year, commencing with the Fiscal Year ending June 30, 2010, provide to EMMA an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If the Institution provides the Annual Report to EMMA, it shall notify the Dissemination Agent that it has done so. Not later than fifteen (15) Business Days prior to said 270th day, the Institution shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). Commencing with the Fiscal Year ending June 30, 2010, the Institution also shall submit the audited financial statements of the State Colleges to the Dissemination Agent as soon as practicable after they become available. In each case, the Annual Report 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 Institution and the State Colleges may be submitted separately from and at a later date than, the balance of the Annual Report if such audited financial statements are not available as of the date set forth above. If the Institution submits the audited financial statement of the State Colleges at a later date, it shall provide unaudited financial statements by the above-specified deadline and shall provide the audited financial statements as soon as practicable after the audited financial statements become available.

(b) If by fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the Repositories, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Institution to determine if the Institution is in compliance with subsection (a).

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(c) The Dissemination Agent shall:

(1) determine each year within five (5) Business Days of the date required under Section 3(a) for providing the Annual Report the name and address of EMMA; and

(2) file a report with the Institution and the Issuer certifying that it has provided the Annual Report pursuant to this Disclosure Agreement, stating the date it was provided.

(d) If the Dissemination Agent (i) has not received a copy of the Annual Report from the Institution, and (ii) is unable to verify from the Institution that an Annual Report has been provided to EMMA by the date required in subsection (a), the Trustee on behalf of the Institution shall send a notice of such failure to file the Annual Report by the date required in subsection (a) to EMMA in the form of Exhibit A attached hereto.

(e) If the Trustee is not the Dissemination Agent, the Institution will provide a copy of all reports required hereunder to the Trustee.

(f) Neither the Trustee nor the Dissemination Agent shall be under any obligation to prepare or to examine or verify the contents of, any Annual Report or the sufficiency thereof for purposes of compliance with this Disclosure Agreement or the Rule.

SECTION 4. Content of Annual Reports. The Institution’s Annual Report, in addition to the audited financial statements of the State Colleges, shall contain or incorporate by reference the following information for the applicable Fiscal Year:

(a) quantitative information for the preceding fiscal year of the type presented in the Official Statement distributed in connection with the Bonds under the captions “THE SERIES 2010 A BONDS – Debt Service Requirements” and “THE BOARD OF GOVERNORS AND THE STATE COLLEGES” and in “APPENDIX A – Information Relating to the Board of Governors and the State Colleges”, including without limitation with respect to the following information categories contained in Appendix A:

(1) Employee Relations

(2) Enrollments;

(3) Tuition and Fees;

(4) Financial Aid Awards;

(5) Finances/Budget, including Summary of (Current Fund) Revenues, Expenses and Changes in Net Assets; State Appropriations and Grants and Contracts;

(6) Fundraising;

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(7) Endowment;

(8) Outstanding Debt; and

(9) Litigation.

(b) such other information and operating data as may be required to comply with the Rule.

The Institution agrees that the financial statements provided pursuant to Sections 3 and 4 of this Disclosure Agreement shall be prepared in conformity with generally accepted accounting principles, as in effect from time to time, as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Boards. Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues with respect to which the Institution is an “obligated person” (as defined by the Rule), which have been submitted to EMMA or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the EMMA. The Institution shall clearly identify each such other document so incorporated by reference. Neither the Trustee nor Dissemination Agent is under any obligation to verify the content or correctness of, and shall not be responsible for the sufficiency of, said Annual Report or for compliance of the contents of any Annual Report with the Rule or with this Disclosure Agreement.

SECTION 5. Reporting of Significant Events.

(a) This Section 5 shall govern the giving of notices of the occurrence of any of the following events, if material:

(1) Principal and interest payment delinquencies;

(2) Non-payment related defaults;

(3) Unscheduled draws on debt service reserves reflecting financial difficulties;

(4) Unscheduled draws on credit enhancements reflecting financial difficulties;

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

(6) Adverse tax opinions or events affecting the tax-exempt status of the Bonds;

(7) Modifications to rights of Bondowners;

(8) Bond calls (the giving of notice of regularly scheduled mandatory sinking fund redemptions shall not be deemed material for this purpose under clause (b) of Section 5);

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(9) Defeasances;

(10) Release, substitution, or sale of property securing repayment of the Bonds; and

(11) Rating changes.

(b) Whenever the Institution obtains actual knowledge of the occurrence of a Listed Event, if such Listed Event is deemed material by the Institution, the Institution shall, in a timely manner, file or direct the Dissemination Agent to file a notice prepared by the Institution of such occurrence with the EMMA, with a copy to the Issuer. If the Institution deems the Listed Event as not material, the Institution shall nonetheless file a notice of the occurrence of the Listed Event with the Trustee and shall provide with such notice an opinion of counsel experienced in securities matters to the effect that dissemination of the occurrence of the Listed Event is not required under the Rule, upon which the Trustee may conclusively rely. Neither the Trustee nor the Dissemination Agent shall have any duty to prepare, or to examine or verify the contents of, any such notice of a Listed Event, or the sufficiency thereof for the purposes of compliance with the Disclosure Agreement or the Rule.

(c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material, the Issuer shall promptly file a notice of such occurrence, with the EMMA.

SECTION 6. Termination of Reporting Obligation. (a) Except as provided in Section 11, the Institution’s and the Dissemination Agent’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If the Institution’s obligations under the Series 2010 A Agreement are assumed in full by some other entity, such entity shall be responsible for compliance with this Disclosure Agreement in the same manner as if it were the Institution and the original Institution shall have no further responsibility hereunder.

(b) This Disclosure Agreement, or any provision hereof, shall be null and void in the event that the Institution (1) delivers to the Dissemination Agent an opinion of counsel experienced in securities matters addressed to the Issuer and the Dissemination Agent, to the effect that those portions of the Rule which require the provisions of this Disclosure Agreement, or any of such provisions, do not or no longer apply to the Bonds, whether because such portions of the Rule are invalid, have been repealed, or otherwise, as shall be specified in such opinion, and (2) delivers a copy of such opinion to EMMA.

SECTION 7. Dissemination Agent. The Institution may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may with notice to the Trustee discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall have no further obligation hereunder following such discharge. The initial Dissemination Agent shall be the Trustee. The Dissemination may resign upon 30 days’ written notice to the Institution, the Trustee and the Issuer.

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SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Institution and the Trustee may amend this Disclosure Agreement (and the Trustee shall agree to any amendment so requested by the Institution that does not affect the rights duties, obligations, protections, indemnities or remedies of the Bondowners, the Trustee or Dissemination Agent) and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Institution and the Trustee to the effect that such amendment or waiver would not, in and of itself, violate the Rule. Without limiting the foregoing, the Institution and the Trustee may amend this Disclosure Agreement if (a) such amendment is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in identity, nature or status of the Institution or of the type of business conducted by the Institution; (b) this Disclosure Agreement, as so amended, would have complied with the requirements of the Rule at the time the Bonds were issued, taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c)(i) the Trustee receives an opinion of counsel expert in federal securities laws and acceptable and addressed to the Trustee to the effect that, the amendment does not materially impair the interest of the Bondowners, or (ii) the amendment is consented to by the Bondowners as though it were an amendment to the Series 2010 A Agreement as permitted thereunder. The Annual Report will explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made pursuant to an undertaking specifying the accounting principles to be followed in preparing financial statement, the annual financial information for the year in which the change is made should present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Institution 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 Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement. The Institution shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure of the Institution 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 Bondowners holding at least 25% of the aggregate principal amount of Outstanding Bonds upon and the provision of indemnity satisfactory to the Trustee, shall) take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Institution or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. Without regard to the foregoing, any Bondowner or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Institution or the 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 Series 2010 A Agreement, and the sole remedy under this Disclosure Agreement in

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the event of any failure of the Institution or the Trustee to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Trustee in its capacity as Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Institution 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 and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s gross negligence or willful misconduct. Notwithstanding anything to the contrary herein, the Trustee, whether acting as Trustee or Dissemination Agent, shall have the same rights, indemnities, privileges and protections in the discharge of its obligations hereunder as it would have in discharging any of its obligations under the Series 2010 A Agreement. The obligations of the Institution under this Section shall survive the termination of this Disclosure Agreement, resignation or removal of the Dissemination Agent for any reason, and payment or defeasance of the Bonds. The Trustee shall have no obligation under this Disclosure Agreement to report any information to EMMA or any Bondowner unless also acting as Dissemination Agent.

SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Institution, the Trustee, the Dissemination Agent, the Participating Underwriters, and the Bondowners or beneficial owners of the Bonds from time to time, and shall create no rights in any other person or entity.

SECTION 13. Disclaimer. No Annual Report or notice of a Listed Event filed by or on behalf of the Institution under this Disclosure Agreement shall obligate the Institution to file any information regarding matters other than those specifically described in Section 3 and Section 4 hereof, nor shall any such filing constitute a representation by the Institution or raise any inference that no other material events have occurred with respect to the Institution or the Bonds or that all material information regarding the Institution or the State Colleges or the Bonds has been provided. The Institution shall have no obligation under this Disclosure Agreement to update information provided pursuant to this Disclosure Agreement except as specifically stated herein.

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.

SECTION 15. Notices. Unless otherwise expressly provided, all notices to the Institution, the Issuer, the Trustee, and the Dissemination Agent shall be in writing and shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, or e-mail, or delivered during business hours to such parties at the address specified in the Series 2010 A Agreement or, as to all of the foregoing, to such other address as the addressee shall have indicated by prior written notice to the one giving notice.

SECTION 16. Governing Law. This instrument shall be governed by the laws of the State of Rhode Island.

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Date: [ ], 2010 RHODE ISLAND BOARD OF

GOVERNORS FOR HIGHER EDUCATION

By: Authorized Officer

U.S. BANK NATIONAL ASSOCIATION, as Trustee and Dissemination Agent

By: Authorized Officer

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EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer: Rhode Island Health and Educational Building Corporation Name of Bond Issue: $24,005,000 Higher Education Facility Revenue Bonds

Board of Governors for Higher Education Educational and General Revenue Issue, Series 2010 A

Name of Obligated Person: Board of Governors for Higher Education Date of Issuance: [ ], 2010 NOTICE IS HEREBY GIVEN that Board of Governors for Higher Education (the “Obligated Person”) has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement dated [ ], 2010 between the Obligated Person and U.S. Bank National Association, as Trustee. Dated: U.S. Bank National Association, as Trustee on

behalf of Board of Governors for Higher Education

By: Name: Title:

cc: Board of Governors for Higher Education


APPENDIX G

Specimen Municipal Bond Insurance Policy


MUNICIPAL BOND INSURANCE POLICY

ISSUER: BONDS: $ in aggregate principal amount of

Policy No.: -N

Effective Date:

Premium: $ ASSURED GUARANTY MUNICIPAL CORP. (FORMERLY KNOWN AS FINANCIAL SECURITY ASSURANCE INC.) ("AGM"), for consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY agrees to pay to the trustee (the "Trustee") or paying agent (the "Paying Agent") (as set forth in the documentation providing for the issuance of and securing the Bonds) for the Bonds, for the benefit of the Owners or, at the election of AGM, directly to each Owner, subject only to the terms of this Policy (which includes each endorsement hereto), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. On the later of the day on which such principal and interest becomes Due for Payment or the Business Day next following the Business Day on which AGM shall have received Notice of Nonpayment, AGM will disburse to or for the benefit of each Owner of a Bond the face amount of principal of and interest on the Bond that is then Due for Payment but is then unpaid by reason of Nonpayment by the Issuer, but only upon receipt by AGM, in a form reasonably satisfactory to it, of (a) evidence of the Owner's right to receive payment of the principal or interest then Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the Owner's rights with respect to payment of such principal or interest that is Due for Payment shall thereupon vest in AGM. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day; otherwise, it will be deemed received on the next Business Day. If any Notice of Nonpayment received by AGM is incomplete, it shall be deemed not to have been received by AGM for purposes of the preceding sentence and AGM shall promptly so advise the Trustee, Paying Agent or Owner, as appropriate, who may submit an amended Notice of Nonpayment. Upon disbursement in respect of a Bond, AGM shall become the owner of the Bond, any appurtenant coupon to the Bond or right to receipt of payment of principal of or interest on the Bond and shall be fully subrogated to the rights of the Owner, including the Owner's right to receive payments under the Bond, to the extent of any payment by AGM hereunder. Payment by AGM to the Trustee or Paying Agent for the benefit of the Owners shall, to the extent thereof, discharge the obligation of AGM under this Policy. Except to the extent expressly modified by an endorsement hereto, the following terms shall have the meanings specified for all purposes of this Policy. "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer's Fiscal Agent are authorized or required by law or executive order to remain closed. "Due for Payment" means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity unless AGM shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration and (b) when referring to interest on a Bond, payable on the stated date for payment of interest. "Nonpayment" means, in respect of a Bond, the failure of the Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for payment in full of all principal and interest that is Due for Payment on such Bond. "Nonpayment" shall also include, in respect of a Bond, any payment of principal or interest that is Due for Payment made to an Owner by or on behalf of the Issuer which has been recovered from such Owner pursuant to the

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Page 2 of 2 Policy No. -N United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having competent jurisdiction. "Notice" means telephonic or telecopied notice, subsequently confirmed in a signed writing, or written notice by registered or certified mail, from an Owner, the Trustee or the Paying Agent to AGM which notice shall specify (a) the person or entity making the claim, (b) the Policy Number, (c) the claimed amount and (d) the date such claimed amount became Due for Payment. "Owner" means, in respect of a Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to payment thereof, except that "Owner" shall not include the Issuer or any person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds. AGM may appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of this Policy by giving written notice to the Trustee and the Paying Agent specifying the name and notice address of the Insurer's Fiscal Agent. From and after the date of receipt of such notice by the Trustee and the Paying Agent, (a) copies of all notices required to be delivered to AGM pursuant to this Policy shall be simultaneously delivered to the Insurer's Fiscal Agent and to AGM and shall not be deemed received until received by both and (b) all payments required to be made by AGM under this Policy may be made directly by AGM or by the Insurer's Fiscal Agent on behalf of AGM. The Insurer's Fiscal Agent is the agent of AGM only and the Insurer's Fiscal Agent shall in no event be liable to any Owner for any act of the Insurer's Fiscal Agent or any failure of AGM to deposit or cause to be deposited sufficient funds to make payments due under this Policy. To the fullest extent permitted by applicable law, AGM agrees not to assert, and hereby waives, only for the benefit of each Owner, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to AGM to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy. This Policy sets forth in full the undertaking of AGM, and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto. Except to the extent expressly modified by an endorsement hereto, (a) any premium paid in respect of this Policy is nonrefundable for any reason whatsoever, including payment, or provision being made for payment, of the Bonds prior to maturity and (b) this Policy may not be canceled or revoked. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. In witness whereof, ASSURED GUARANTY MUNICIPAL CORP. (FORMERLY KNOWN AS FINANCIAL SECURITY ASSURANCE INC.) has caused this Policy to be executed on its behalf by its Authorized Officer. ASSURED GUARANTY MUNICIPAL CORP.

(FORMERLY KNOWN AS FINANCIAL SECURITY ASSURANCE INC.) By

Authorized Officer Form 500NY (5/90)

(212) 826-0100

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