Fitch Rates KnowledgeFunding Ohio Student Loan Revenue Bonds.

NEW YORK -- Fitch assigns ratings to the following student loan revenue bonds issued by KnowledgeFunding Ohio, Inc.:

Ratings for new issuance:

--$55,000,000 Senior Series 2006A-1 'AAA';

--$55,000,000 Senior Series 2006A-2 'AAA';

--$70,000,000 Senior Series 2006A-3 'AAA';

--$20,000,000 Subordinate Series 2006C-1 'A'.

Ratings confirmed for existing debt:

--$72,300,000 Senior Series 2005A-1 'AAA';

--$72,300,000 Senior Series 2005A-2 'AAA';

--$75,000,000 Senior Series 2005A-3 'AAA';

--$24,400,000 Subordinate Series 2005C-1 'A'.

The ratings are based on the quality of the student loan portfolio expected to be acquired, the credit enhancement provided, and the sound legal structure of the trust. The collateral will consist entirely of Federal Family Education Loan Program (FFELP) student loans.

At closing, credit enhancement for the trust consists of a reserve account and an escrow fund. The reserve account will be funded at closing with bond proceeds and available to pay certain fees expenses, bond interest and principal at maturity. The escrow fund will be funded at closing through a deposit from KnowledgeWorks Foundation and available to pay bond interest and principal at maturity. Additionally, the senior bonds benefit from the 10.0% subordination provided by the subordinate bonds.

The ratings address the ability of the trust to pay bond principal at maturity and pay timely interest. The ratings do not address the ability of the auction-rate bondholders to successfully remarket their bonds at an auction now or in the future.

The senior series 2006A-1, 2006A-2, and 2006A-3, and subordinate series 2006C-1 are issued pursuant to a master trust indenture, dated as of Dec. 1, 2005, as further supplemented by the Second Supplemental Indenture, dated as of Dec. 1, 2006. Bond proceeds will be used to make deposits of $2,000,000 to the reserve account, $1,800,000 to the capitalized interest account, and approximately $195 million to the loan account to acquire student loans through December 1, 2008. Bond proceeds will also be used to pay costs of issuance.

The 2006 bonds are tax-exempt, 35-day auction-rate securities, with interest paid semi-annually every June 1 and December 1, commencing June 1, 2007. The legal final maturity dates for the 2006 bonds are Dec. 1, 2041.

KnowledgeFunding Ohio, Inc. (KFO) is a 501(c)(3) and 150(d) Ohio nonprofit corporation whose sole member is KnowledgeWorks Foundation, an Ohio nonprofit corporation. KFO is organized and operated exclusively for the charitable and educational purposes of acquiring student loans incurred under the Higher Education Act.

KnowledgeWorks Foundation (the Foundation) is the successor to The Student Loan Funding Corporation, an Ohio nonprofit corporation and tax-exempt secondary market authority that financed over $4.0 billion of student loans through tax-exempt and taxable bonds from 1983 to 1998. In 1998, the Student Loan Funding Corporation made an election under 150(d) to transfer its student loan-related debt and assets to a for-profit subsidiary, Student Loan Funding Resources, Inc. In 2000, the Foundation sold its ownership interest in Student Loan Funding Resources, Inc. to Sallie Mae.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.