Official Statement Dated October 20, 2015

OFFICIAL STATEMENT DATED OCTOBER 20, 2015

NEW ISSUE BOOK-ENTRY ONLY

In the opinion of Bond Counsel, under existing law, assuming compliance with certain covenants described herein, (i) interest on the Series 2015 Bonds is excluded from gross income for federal income tax purposes; (ii) interest on the Series 2015 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (iii) with respect to corporations, interest on the Series 2015 Bonds will be taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax of corporations and the federal environmental tax, (iv) the Series 2015 Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986; (v) interest on the Series 2015 Bonds is exempt from State of Arkansas income tax, and (vi) the Series 2015 Bonds are not subject to property taxes in the State of Arkansas. (See TAX EXEMPTION - Opinion of Bond Counsel).

$2,000,000 BOARD OF TRUSTEES OF ARKANSAS TECH UNIVERSITY STUDENT FEE REVENUE IMPROVEMENT BONDS SERIES 2015

Dated: November 1, 2015 Due: November 1, as shown below

Interest on the Series 2015 Bonds (the "Series 2015 Bonds") will be payable on May 1 and November 1 of each year, commencing May 1, 2016. Interest will be paid by check or draft of the Trustee, Bank of the Ozarks, Little Rock, Arkansas, by mail to the person reflected as registered owner on the registration book maintained by Trustee, as bond registrar, on the 15th day of the month preceding the interest payment date. Principal will be payable on surrender of Series 2015 Bonds at the trust office of the Trustee.

The Series 2015 Bonds will be issued as fully registered bonds, without coupons, in the denomination of $5,000 each or any integral multiple thereof. The Series 2015 Bonds will mature on November 1 of each year and will bear interest as follows:

MATURITY SCHEDULE Serial Bonds

Due Principal Interest Due Principal Interest November 1 Amount Rate Yield November 1 Amount Rate Yield 2016 $390,000 1.000% 0.700% 2019 $405,000 1.750% 1.750% 2017 395,000 1.150% 1.150% 2020 410,000 2.000% 2.000% 2018 400,000 1.450% 1.450%

The Series 2015 Bonds of each maturity will be initially issued as a single registered Bond registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), New York, New York. The Series 2015 Bonds will be available for purchase in book-entry form only, in denominations of $5,000 or any integral multiple thereof. Except in limited circumstances described herein, purchasers of the Series 2015 Bonds will not receive physical delivery of Series 2015 Bonds. Payments of principal of and interest on the Series 2015 Bonds will be made by the Trustee directly to Cede & Co., as nominee for DTC, as registered owner of the Series 2015 Bonds, to be subsequently disbursed to DTC Participants and thereafter to the Beneficial Owners of the Series 2015 Bonds, all as further described herein.

The Series 2015 Bonds are offered, subject to prior sale, without notice, when, as and if issued, and subject to the approval of legality by Williams & Anderson PLC, Bond Counsel, Little Rock, Arkansas on or about November 3, 2015, through the facilities of The Depository Trust Company in New York, New York.

No dealer, broker, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Series 2015 Bonds and, if given or made, such information or representations must not be relied upon as having been authorized by the Board of Trustees of Arkansas Tech University (the "Board") or the firms offering the Series 2015 Bonds. 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 business, operations or financial condition of the Board since the date hereof. This Official Statement does not constitute an offer or solicitation in any state in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or is made to any person to whom it is unlawful to make such offer or solicitation.

The Bonds have not been registered under the Securities Act of 1933, as amended, nor has the Trust Indenture described herein been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions in such laws from such registration and qualification.

The Underwriters have gathered the information in this Official Statement from sources it believes to be reliable, including primarily the Board. The Underwriters do not guarantee this information as to its completeness or its accuracy.

By its purchase of the Bonds, an investor is acknowledging that it has reviewed all the information it deems necessary to make an informed decision, and that it is not relying on any representation of the Underwriters or any of their officers, representatives, agents, or directors in reaching its decision to purchase the Bonds.

The investor, by its purchase of the Bonds, acknowledges its consent for the Underwriter to rely upon the investor's understanding of and agreement to the preceding two paragraphs as such relates to the disclosure and fair dealing obligations that may be applicable to the Underwriters under applicable securities laws and regulations.

TABLE OF CONTENTS

THE SERIES 2015 BONDS 1 Generally 1 Redemption 1 Authority and Security 1 Purpose 2 Pledged Revenues 2 General Financial Information 3 Existing Parity Bonds 3 Debt Service Schedule and Coverage 4 BOOK-ENTRY ONLY SYSTEM 4 THE UNIVERSITY 6 History and Degree Programs 6 Ozark Campus History 7 Programs of Study 7 Ozark Campus Programs of Study 9 Accreditation 9 Program Accreditations 9 Governance and Administration 12 Enrollment 13 Admissions 13 CONTINUING DISCLOSURE 14 RISK FACTORS 15 THE INDENTURE 15 Flow of Funds 15 Application of Bond Proceeds 16 Investment of Funds 16 Additional Bonds (or Other Parity Bonds) 16 Default; Remedies of Bondholders 17 Termination of Rights 17 TAX EXEMPTION 18 Series 2015 Bonds 18 Premium Bonds 19 LEGAL MATTERS 19 UNDERWRITING 20

EXHIBIT A: Audited Financial Statement for the Year Ended June 30, 2014 EXHIBIT B: Unaudited Financial Statement for the Year Ended June 30, 2015

THE SERIES 2015 BONDS

Generally. The Series 2015 Bonds will mature and bear interest as set forth on the cover hereof.

Redemption. The Series 2015 Bonds are subject to extraordinary redemption prior to maturity, as a whole or in part, in inverse order of maturity, on any date, from proceeds of the Series 2015 Bonds not needed for the purposes intended, at a price equal to the principal amount being redeemed plus accrued interest to the date of redemption.

The obligation to redeem Series 2015 Bonds is subject to the right of the Board to acquire Series 2015 Bonds and surrender them to the Trustee for credit at par.

Redemption shall be upon thirty days' notice to the registered owner or owners, by first-class mail or by electronic transmission with evidence of receipt.

Authority and Security. The Series 2015 Bonds are being issued under the Constitution and laws of the State of Arkansas, including Arkansas Code of 1987 Annotated, Title 6, Chapter 62, Subchapter 3, and pursuant to a resolution adopted by the Board of Trustees (the "Board"). The constitutionality of this legislation has been upheld by the Supreme Court of the State of Arkansas.

The Series 2015 Bonds will be general obligations only of the Board and will not constitute an indebtedness for which the faith and credit of the State of Arkansas or any of its revenues are pledged and will not be secured by a mortgage or a lien on any land or building belonging to the State of Arkansas or to the Board. The Bonds are specifically secured by a first lien on revenues derived from gross student fees, being herein sometimes referred to as "Pledged Revenues." The pledge securing the Series 2015 Bonds is on a parity with the pledges securing the Board's $520,000 outstanding principal amount Student Fee Revenue Bonds, Series 2010 (the "Series 2010 Bonds"), the Board's $775,000 outstanding principal amount Student Fee Revenue Bonds, Series 2012A (the "Series 2012A Bonds"), the Board's $2,980,000 outstanding principal amount Student Fee Revenue Refunding Bonds, Series 2012B (the "Series 2012B Bonds"), the Board's $4,000,000 outstanding principal Student Fee Revenue Refunding Bonds, Series 2012C (the "Series 2012C Bonds"), the Board's $770,000 outstanding principal amount Student Fee Revenue Refunding Bonds, Series 2012D (the "Series 2012D Bonds"), the Board's $4,915,000 outstanding principal amount Student Fee Revenue Bonds, Series 2013 (the "Series 2013 Bonds"), the Board's $16,335,000 outstanding principal amount Student Fee Revenue Refunding Bonds, Series 2014A, and the Board's $6,000,000 outstanding principal amount Student Fee Revenue Bonds, Series 2014B (collectively, the "Parity Bonds"), and with (1) any Additional Bonds hereafter issued under the Indenture (identified below), (2) any "Additional Bonds" hereafter issued under the Trust Indenture securing the Series 2010 Bonds, the Trust Indenture securing the Series 2012A, Series 2012B, Series 2012C and Series 2012D Bonds, the Trust Indenture securing the Series 2013 Bonds, or the Trust Indenture securing the Series 2014A and Series 2014B Bonds (the "Parity Indentures"), and (3) any parity bonds issued otherwise than under the Indenture or the Parity Indentures. See THE INDENTURE, Additional Bonds (or Other Parity Bonds) and Pledged Revenues, hereinbelow. The Board covenants that it will not attempt to issue any bonds secured by a lien and pledge superior to that securing the Series 2015 Bonds.

The Bonds are and will be equally and ratably secured by and entitled to the protection of a Trust Indenture dated as of November 1, 2015 (as hereafter amended and supplemented, the "Indenture") between the Board and Bank of the Ozarks, Little Rock, Arkansas (the "Trustee"). See THE INDENTURE, hereinbelow.

The term "Bonds" includes the Series 2015 Bonds and any Additional Bonds issued under the Indenture. The term "Bonds" does not include the Series 2010 Bonds, the Series 2012A Bonds, the Series 2012B Bonds, the Series 2012C Bonds, the Series 2012D Bonds, the Series 2013 Bonds, the Series 2014A Bonds, the Series 2014B Bonds, or "Additional Bonds" under the Parity Indentures or other parity bonds.

The Board has covenanted to increase the student fees from time to time, if necessary, so that the amounts received therefrom will at all times be equal to at least 120% of maximum annual principal, premium, if any, and interest on all Bonds (and Parity Bonds) outstanding, with Trustee's fees and like servicing costs, as due and payable, and to establish and maintain the reserves required by the Indenture. See THE INDENTURE, hereinbelow.

Purpose. The Series 2015 Bonds are being issued for the purpose of (i) upgrading computer hardware in the University's computer center; (ii) funding a debt service reserve; and (iii) paying the costs of issuing the Bonds.

Proceeds of the Series 2015 Bonds are expected to be applied as follows:

Series 2015 Sources of Fund Par Amount of Bonds $2,000,000.00 Reoffering Premium 1,154.40 Interest Accrued from 11/1/15 to 11/03/15 164.06 Total Sources $2,001,318.46

Uses of Funds Deposit to Project Construction Fund $1,735,000.00 Deposit to Debt Service Reserve Fund 210,543.75 Deposit to Debt Service Fund 164.06 Costs of Issuance* 52,000.00 Rounding Amount 3,610.65 Total Uses $2,001,318.46

*Includes underwriting fees and expenses.

The payment of Underwriters' discount and the costs of issuing the Series 2015 Bonds relating to the payment of professional fees will be contingent on the Series 2015 Bonds being issued. See UNDERWRITING for a description of the Underwriters' discount.

Pledged Revenues. Pledged Revenues are composed of gross student tuition and fee revenues. The fees paid by individual students may vary, due to variance in the number of credit hours and other factors. Gross student fees, as now collected by the University, are as follows:

2014-2015 Undergraduate Fall and Spring Term State Resident Tuition $209/hr.(1) Non-State Resident Tuition $418/hr.(1)

For the preceding five fiscal years, Pledged Revenues were as follows:

2014/15 2013/14 2012/13 2011/12 2010/11 2009/10 Gross Student Tuition and $35,725,579 $33,838,582 $29,343,396 $28,117,154 $24,071,341 $23,273,2271 Fees

General Financial Information. There are attached hereto as Exhibit A the audited financial statements for the fiscal year ended June 30, 2014, and Exhibit B the unaudited financial statements for the fiscal year ended June 30, 2015.

Existing Parity Bonds. Debt Service requirements on the existing Parity Bonds during the fiscal years ending June 30 are as follows:

Series Series Series Series Series Series Series Series Year 2010 2012A 2012B 2012C 2012D 2013 2014A 2014B TOTAL 2016 36,353.75 49,617.50 225,795.00 360,845.00 56,292.50 309,167.50 1,007,912.50 332,618.76 $2,378,602.51 2017 35,941.25 49,217.50 228,195.00 355,945.00 55,692.50 308,012.50 1,008,312.50 335,018.76 2,376,335.01 2018 35,528.75 48,817.50 230,495.00 356,045.00 54,972.50 311,585.00 1,003,512.50 332,318.76 2,373,275.01 2019 35,116.25 48,417.50 227,695.00 356,045.00 59,252.50 309,797.50 1,003,612.50 334,618.76 2,374,555.01 2020 34,640.00 47,817.50 229,755.00 355,690.00 58,412.50 307,652.50 1,003,462.50 330,418.76 2,367,848.76 2021 34,100.00 47,217.50 226,275.00 364,450.00 57,572.50 310,117.50 1,002,862.50 331,868.76 2,373,813.76 2022 33,560.00 46,617.50 227,432.50 357,162.50 61,470.00 307,127.50 1,006,812.50 332,368.76 2,372,051.26 2023 33,020.00 46,017.50 228,232.50 359,462.50 60,210.00 308,717.50 1,015,162.50 331,943.76 2,383,191.26 2024 32,480.00 45,417.50 228,582.50 355,912.50 58,950.00 309,948.75 1,009,862.50 331,343.76 2,373,097.51 2025 31,940.00 49,697.50 228,542.50 361,777.50 52,690.00 305,855.00 994,037.50 330,981.26 2,355,883.76 2026 31,400.00 48,797.50 223,097.50 361,712.50 56,430.00 306,422.50 999,537.50 330,456.26 2,358,378.76 2027 35,720.00 47,897.50 227,405.00 360,845.00 54,990.00 306,617.50 1,004,225.00 334,768.76 2,368,156.26 2028 34,900.00 46,997.50 226,280.00 359,470.00 53,550.00 306,425.00 998,100.00 333,756.26 2,360,491.26 2029 34,080.00 46,097.50 224,800.00 352,410.00 57,110.00 305,830.00 1,001,487.50 332,581.26 2,355,571.26 2030 33,260.00 50,097.50 222,400.00 55,310.00 304,480.00 1,004,062.50 330,756.26 2,002,191.26 2031 32,440.00 48,897.50 224,800.00 58,510.00 307,350.00 999,037.50 332,581.26 2,001,791.26 2032 31,590.00 47,697.50 221,800.00 56,510.00 304,875.00 993,312.50 333,756.26 1,989,541.26 2033 35,600.00 46,497.50 223,600.00 59,510.00 307,350.00 996,887.50 331,406.26 2,000,556.26 2034 34,500.00 50,207.50 57,255.00 304,875.00 989,412.50 333,881.26 1,769,146.26 2035 33,400.00 48,702.50 307,055.00 996,237.50 331,006.26 1,714,346.26 2036 32,300.00 47,197.50 303,890.00 989,412.50 332,668.76 1,713,203.76 2037 31,187.50 45,692.50 305,000.00 996,237.50 333,968.76 1,705,098.76 2038 34,950.00 49,187.50 304,250.00 995,787.50 334,906.26 1,715,100.02 2039 33,600.00 47,437.50 303,000.00 989,250.00 330,481.26 1,517,612.52 2040 32,250.00 45,687.50 306,125.00 991,806.26 330,875.00 714,937.50 2041 35,787.50 48,937.50 303,625.00 803,093.76 330,562.50 718,912.50 2042 46,968.76 305,500.00 334,875.00 687,343.76 2043 301,750.00 333,625.00 635,375.00 2044 302,375.00 332,000.00 634,375.00 Total $879,645.00 $1,291,853.76 $4,075,182.50 $5,017,772.50 $1,084,690.00 $8,882,801.25 $23,817,787.52 $9,641,050.24 $54,690,782.77

1 The University, in complying with GASB (Governmental Accounting Standards Board) 34 & 35, chose to commence reporting its financials as a special-purpose government engaged in business-type activities (BTA). Implementation for the State of Arkansas was effective June 30, 2002. The new presentation format required a Management Discussion and Analysis, Statement of Net Assets, Statement of Changes in Net Assets, Statement of Cash Flows, notes, and other supplementary information. The most noticeable change, other than presentation, that occurred with the implementation of GASB 34 & 35, was the reporting of capital assets net of depreciation and student tuition and fee payments net of scholarship allowances. Prior to GASB 34 & 35, financial statements consisted of a Balance Sheet, Statement of Changes in Fund Balances, Statement of Revenues and Expenses and notes.

Debt Service Schedule and Coverage. Principal and interest on the Series 2015 Bonds for the fiscal years ended June 30 are due and payable as follows:

$2,000,000 BOARD OF TRUSTEES OF ARKANSAS TECH UNIVERSITY STUDENT FEE REVENUE BONDS SERIES 2015

Date Principal Interest Total P+I 06/30/2016 - $ 14,765.00 06/30/2017 $ 390,000 1.000% 417,580.00 06/30/2018 395,000 1.150% 418,358.75 06/30/2019 400,000 1.450% 418,187.50 06/30/2020 405,000 1.750% 416,743.75 06/30/2021 410,000 2.000% 414,100.00 Total $2,000,000 $2,099,735.00

Pledged Revenues for the fiscal year ended June 30, 2014 were $33,838,582. Combined maximum annual debt service on the Series 2015 Bonds, the Series 2010 Bonds, the Series 2012A Bonds, the Series 2012B Bonds, the Series 2012C Bonds, the Series 2012D Bonds, the Series 2013 Bonds, the Series 2014A Bonds, and the Series 2014B Bonds is $2,797,485. Accordingly, the Pledged Revenues in the immediately preceding fiscal year was12.11 times the maximum annual debt service on the Series 2015 Bonds and the Parity bonds.

The Indenture requires the establishment of a Debt Service Reserve in an amount equal to one-half of the maximum annual debt service with respect to the Series 2015 Bonds.

Under policy of the Department of Higher Education (of the State of Arkansas), average annual principal and interest on bonds secured by pledges of gross student fees may not exceed an amount equal to 25% of gross student fees at the time such pledges are effected.

BOOK-ENTRY-ONLY SYSTEM

The Depository Trust Company ("DTC"), New York, New York, or its successor, will act as securities depository for the Series 2015 Bonds. The Series 2015 Bonds will each be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered Series 2015 Bond certificate for each maturity will be issued in the principal amount of the maturity, and will be deposited with DTC.

DTC 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 securities that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book- entry changes in 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 & Closing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). 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.dtc.com.

Purchases of Series 2015 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2015 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2015 Bond (referred to herein as "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, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2015 Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in Series 2015 Bonds, except in the event that use of the book-entry system for the Series 2015 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2015 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 Series 2015 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2015 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2015 Bonds are credited, which may or may not be the Beneficial Owners. 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.

Redemption notices will be sent to Cede & Co. If fewer than all of the Series 2015 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2015 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2015 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, interest and premium, if any, payments on the Series 2015 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Board or Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee or the Board, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest and premium, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Series 2015 Bonds at any time by giving reasonable notice to the Board or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2015 Bonds are required to be printed and delivered. The Board may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2015 Bonds will be printed and delivered.

The information concerning DTC and DTC's book-entry system set forth above has been obtained from DTC. Neither the Underwriters nor the Board make any representation or warranty regarding the accuracy or completeness thereof.

So long as the Series 2015 Bonds are in book-entry only form, Cede & Co., as nominee for DTC, will be treated as the sole owner of the Series 2015 Bonds for all purposes under the Indenture, including receipt of all principal of and interest on the Series 2015 Bonds, receipt of notices, voting and requesting or directing the Trustee to take or not to take, or consenting to, certain actions under the Indenture. The Board and the Trustee have no responsibility or obligation to the Participants or the Beneficial Owners with respect to (a) the accuracy of any records maintained by DTC or any Participant; (b) the payment by any Participant of any amount due to any Beneficial Owner in respect of the principal of and interest on the Series 2015 Bonds; (c) the delivery or timeliness of delivery by any Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Indenture to be given to owners of Series 2015 Bonds; or (d) other action taken by DTC or Cede & Co. as owner of the Series 2015 Bonds.

THE UNIVERSITY

History and Degree Programs. Arkansas Tech University (the "University" or "TECH"), with 99 buildings on its 518-acre campus, is located on the northern edge of the City of Russellville. The community is situated between the mountains of the Ozark National Forest on the north and those of the Ouachita National Forest on the south. It is midway between Fort Smith, 85 miles to the west, and Little Rock, 75 miles to the east.

TECH was created by Act 100 of the Arkansas General Assembly in 1909. Under the provisions of this Act, the state was divided into four Agricultural School Districts. Russellville was selected as the site of the Second District which was composed of the counties of Marion, Boone, Carroll, Benton, Washington, Madison, Newton, Searcy, Van Buren, Conway, Pope, Johnson, Franklin, Crawford, Sebastian, Logan, Yell, Perry, Scott, Faulkner, Fulton, Stone, Cleburne, Izard, Saline, Montgomery, Polk, Pulaski, Garland and Baxter.

In 1925, the General Assembly changed the name from Second District Agricultural School to Arkansas Polytechnic College with power to grant degrees. The name was changed to Arkansas Tech University in July 1976.

TECH has consistently adjusted its scope to accommodate immediate and future needs. A graduate program leading to the degree of master of education was established in 1976. The institution's programs are organized under the Schools of Business, Education, Liberal and Fine Arts, Physical and Life Sciences, Systems Science, and Community Education & Professional Development.

Ozark Campus History. Arkansas Tech University - Ozark Campus was established in 1965 as Arkansas Valley Vocational Technical School (AVVTS). In September of 1975 the Arkansas State Board of Education/Vocational Education granted accreditation to AVVTS making it the first school of its kind in the state to receive that distinction. Arkansas Valley Vocational School became Arkansas Valley Technical Institute in 1991. On July 1, 2003, Arkansas Valley Technical Institute merged with Arkansas Tech University to become Arkansas Tech University - Ozark Campus.

The Ozark Campus is located along Arkansas Highway 23 North in Ozark, Arkansas. The City of Ozark, with a population of approximately 3,500, is located on the banks of the Arkansas River and is surrounded on the north and south, respectively, by the Ozark and Ouachita National Forests. Located to the west of Ozark is the city of Fort Smith, a commercial and industrial center for western Arkansas. To Ozark's northwest are the cities of Fayetteville, Springdale, Rogers and Bentonville, collectively known as some of the fastest growing commercial centers in the state. Russellville, home to Arkansas Tech University's main campus is located to the southeast of Ozark on Interstate 40.

Programs of Study. More than 72 percent of the TECH faculty holds doctoral and other terminal degrees. In carrying out its mission, the University offers programs of study leading to baccalaureate degrees in the areas listed below. Programs of study leading to a master's degree are offered in Liberal Arts, English, History, Multimedia Journalism, Information Technology, Spanish, College Student Personnel, Health Informatics, Emergency Management and Homeland Security, Engineering, Fisheries and Wildlife Science, Nursing, Psychology, Counseling, Educational Leadership, Elementary Education, Instructional Improvement, Teaching Learning and Leadership, Teaching English to Speakers of Other Languages, and Secondary Education with specializations in English, Instructional Technology, Mathematics, Physical Education, and Social Studies. Arkansas Tech also offers the Educational Specialist degree in Educational Leadership.

College of Business

Accounting and Economics Management and Marketing Business Education Business Data Analytics

College of Education

Early Childhood Education Middle Level Education Health and Physical Education Secondary Education College Student Personnel Early Childhood Education (A.S.)

College of Arts and Humanities

Anthropology History and Political Science Art International Studies Art Education Speech, Theater and Journalism Creative Writing Music Criminal Justice Music Education English Psychology Foreign Language Rehabilitation Science General Studies (A.A. and B.A.) Sociology

College of Natural and Health Science

Biological Science Physical Science Nursing Mathematics

College of Engineering and Applied Science

Emergency Management Mechanical Engineering Agriculture Parks, Recreation and Hospitality Computer and Information Science Administration Electrical Engineering Engineering Physics

College of eTech

Professional Studies Accelerated Degree Program

Graduate College Degree Programs

Doctor of Education Master of Science in Nursing School Leadership Administration and Emergency Management Educational Specialist Master of Engineering Educational Leadership Engineering Master of Education Master of Arts Elementary Education English Secondary Education English, TESL option Educational Leadership History Teaching, Learning, & Leadership (EDLD) Multi-Media Journalism Teaching, Learning, & Leadership (MTLL) Teaching Master of Science Teaching English to Speakers of Other Applied Sociology Languages College Student Personnel Master of Liberal Arts Emergency Management & Homeland Liberal Arts Security Online Options Fisheries & Wildlife Science M.A - Teaching English to Speakers of Health Informatics Other Languages Information Technology M.S. - College Student Personnel Psychology M.S. - Emergency Management & Strength & Conditioning Studies Homeland Security M.S. - Health Informatics Ed.S. - Educational Leadership

Ozark Campus Programs of Study. The Ozark Campus has consistently adjusted its scope to accommodate the immediate and future needs. The institution’s degree offerings include technical certificates, an associate of applied science degrees, and an associate of general studies.

Technical Certificate Programs

Air Conditioning and Refrigeration Enology Air Conditioning and Refrigeration Health Information Technology Facilities Maintenance Industrial Control Systems Automotive Service Technology Industrial Electronic Technology Business Technology Law Enforcement Business Technology Practical Nursing Banking Viticulture Collision Repair Technology Welding Technology Computer Information Systems Cosmetology Associate of Applied Science Degrees

Business Technology Medical Assisting Cardiovascular Technology Nursing General Studies Occupational Therapy Assistant General Technology Paramedic/Emergency Medical Services Health Information Technology Physical Therapist Assistant Human Services Practical Nursing Industrial Control Systems

Accreditation. The University is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools, 30 N. LaSalle Street, Suite 2400, Chicago, Illinois 60302; telephone (312) 263-0456.

Program Accreditations.

Accreditation Commission for Education in Nursing (ACEN) 3343 Peachtree Road NE, Suite 850 Atlanta, GA 30326 (404) 975-5000

Accreditation Commission for Programs in Hospitality Administration (ACPHA) P. O. Box 400 Oxford, MD 21654 (410) 226-5527

American Chemical Society (ACS) 1155 16th Street NW Washington, DC 20036 (202) 872-4600

Association to Advance Collegiate Schools of Business (AACSB International) 777 South Harbour Island Boulevard, Suite 750 Tampa, FL 33602-5730 USA (813) 769-6500

Commission on Accreditation for Health Informatics and Information Management Education (CAHIM) C/O AHIMA 233 N. Michigan Avenue, Suite 2150 Chicago, IL 60601-5800 (312) 233-1131

Computing Accreditation Commission of ABET 111 Market Place, Suite 1050 Baltimore, MD 21202 (410) 347-7700

Council on Accreditation of Parks, Recreation, Tourism and Related Professions (COAPRT) 22377 Belmont Ridge Road Ashburn, VA 20148 (703) 858-2193

Council on Rehabilitation Education (CORE) 1699 E. Woodfield Road, Suite 300 Schaumburg, IL 60173 (847) 944-1345

Engineering Accreditation Commission of ABET, Inc. 111 Market Place, Suite 1050 Baltimore, MD 21202 (410) 347-7700

Accreditation of Emergency Management and Education (CAEME) (Emergency Administration and Management) 965 Harrison Circle Alexandria, VA 22304 (703) 284-6050

National Association of Schools of Music (NASM) 11250 Roger Bacon Drive, Suite 21 Reston, VA 20190 (703) 437-0700

Council for Accreditation of Educator Preparation (CAEP) 1140 19th Street N.W., Suite 400 Washington, DC 20036 (202) 223-0077 This accreditation covers the institution's initial teacher preparation and advanced educator preparations programs.

Accreditation Council for Occupational Therapy Education (ACOTE) of the American Occupational Therapy Association (AOTA) 4720 Montgomery Lane, Suite 200 Bethesda, MD 20814-3449 (301) 652-AOTA www.acoteonline.org

Commission on Accreditation of Allied Health Education Programs upon Recommendation by the Medical Assisting Education Review Board of the American Association of Medical Assistants (Medical Assistant) 20 East Wacker Drive, Suite 1575 Chicago, IL 60606 (800) 228-2262, Ext. 129

Arkansas State Board of Nursing University Tower Building, Suite 800 1123 South University Little Rock, AR 72204 (501) 686-2700

HVAC Excellence P. O. Box 491 Mount Prospect, IL 60056 (800) 394-5268 www.hvacexcellence.org

National Automotive Technicians Education Foundation 101 Blue Seal Drive, Suite 101 Leesburg, VA 20175 (703) 669-6650

State Health Department Cosmetology Division 101 East Capitol Avenue, Suite 108 Little Rock, AR 72201 (501) 682-2168

Arkansas Department of Health Division of EMS & Trauma Systems 4815 W. Markham Street, Slot 38 Little Rock, AR 72025 (501) 661-2262

Committee on Accreditation of Educational Programs for the Emergency Medical Services Profession 1248 Harwood Road Bedford, TX 76021 (817) 330-0080

Commission on Accreditation in Physical Therapy Education 1111 North Fairfax Street Alexandria, VA 22314 (703) 706-3245

NCATE Specialized Professional Association (SPA) Accreditation

Music Education Middle Level Education National Association of Schools of Music National Middle School Association

Natural Science Education Programs Educational Leadership Programs National Science Teachers Association Educational Leadership Constituent Council

Chemistry Education Mathematics Education American Chemical Society National Council of Teachers of Mathematics

Physical Education Early Childhood Education National Association for Sport and Physical National Association for the Education of Young Education Children

Social Studies Education English and Creative Writing Education National Council for the Social Studies National Council of Teachers of English

Gifted and Talented Education Council for Exceptional Children National Association of Gifted Children

Governance and Administration. The University is governed by the Board, which consists of five persons appointed by the Governor of the State of Arkansas. The incumbent members, the occupations, residences and terms are set forth below.

Name Residence Occupation Term Expires Eric Burnett Fort Smith, Arkansas Head Basketball Coach 2016 John E. Chambers III Danville, Arkansas Banker 2017 Leigh Burns Whiteside Russellville, Arkansas Retired 2018 Charles H. Blanchard Russellville, Arkansas Banker 2019 Fritz P. Kronberger Russellville, Arkansas Retired 2020

The Administration of the University is the responsibility of its President, Dr. Robin E. Bowen. Dr. Bowen was unanimously elected the 12th President of the University by the Arkansas Tech Board of Trustees on April 22, 2014, and took office on July 1, 2014. She previously served at Fitchburg State University (Mass.), where she was vice president for academic affairs, executive vice president and provost from 2011-2014. Prior to her time at Fitchburg State, Bowen worked in administration at Donnelly College (Kan.), Washburn University (Kan.) and Rockhurst University (Mo.). Bowen has held faculty appointments at Texas Tech University, the Kansas University Medical Center, Rockhurst University and Washburn University. She received her Doctor of Education degree in higher education administration from Texas Tech University in 1988. Bowen also earned degrees from the University of Kansas (Bachelor of Science in occupational therapy, 1982) and the University of Arkansas (Master of Education in rehabilitation counseling, 1983). She received the President’s Excellence in Teaching Award at the Texas Tech University Health Science Center, multiple teaching awards while at Kansas University, and the Missouri Governor’s Excellence in Teaching Award. The Robin Bowen Occupational Therapy Student Leadership Award was established in her honor at Rockhurst University and she was recently named one of AY Magazine’s Powerful Women of 2015 for her work in education. Bowen is currently chair of the Pope County Steering Committee for the Uncommon Communities initiative and serves on the board of the Russellville Chamber of Commerce and the Arkansas River Valley Alliance for Economic Development.

Financial affairs of the University are the responsibility of Mr. David C. Moseley. A native Arkansan, Mr. Moseley received his undergraduate degree at the University of Arkansas at Monticello and holds the Master of Business Administration degree from the University of Central Arkansas. Mr. Moseley came to TECH from Arkansas State University-Beebe where he served as Vice Chancellor for Fiscal Affairs from 1985 through 1994. He has also served as Chief Fiscal Officer for the Arkansas State Police and the Department of Public Safety. He has been a member of the Arkansas Appropriations Process Advisory Committee. Professional service with the Southern Association of College and University Business Officers organization includes terms as the SACUBO Ledger correspondent for Arkansas and a three-year appointment to the SACUBO Audit Committee.

Mr. Moseley is also active in the Arkansas Association of College and University Business Officers organization where he has served as Secretary, Vice President and Past President. He has served on the Board of Directors for the Russellville Boys' and Girls' Club and is a past member of the Downtown Rotary Club where he served as President in 1999-2000.

Enrollment. Enrollment at the University has been reported as follows for the preceding five school years (fall semester):

Enrollment Information: 2015 2014 2013 2012 2011 2010 2009 Undergraduate Full-time Headcount: Freshman 2,918 2,859 2,791 2,691 2,818 2,772 2,737 Sophomore 1,421 1,386 1,468 1,425 1,431 1,491 1,300 Junior 1,266 1,272 1,293 1,355 1,323 1,132 1,043 Senior 1,460 1,511 1,511 1,597 1,443 1,406 1,297 Total 7,065 7,028 7,063 7,068 7,015 6,801 6,377 Part-time Headcount: Freshman 2,703 2,617 2,074 1,854 1,800 1,497 1,196 Sophomore 295 319 295 303 233 216 178 Junior 379 416 348 305 216 194 159 Senior 750 719 702 559 446 430 343 Total 4,127 4,071 3,419 3,021 2,695 2,337 1,876 Graduate Full-time headcount 225 260 220 224 209 191 157 Part-time headcount 638 643 667 637 545 486 404 Total 863 903 887 861 754 677 561

Total Number of Students 12,055 12,002 11,369 10,950 10,464 9,815 8,814

Level Full-Time Equivalent Undergraduate 8,394.67 Graduate 428.75 Total 8,813.42

Admissions. The current admission standards for first-time undergraduates enrollment requires a minimum high school grade point average ("HSGPA") of 2.00, an ACT score of 15 or SAT score of 1060. The following is a five-year history of undergraduate admissions:

First-Time Undergraduates New Undergraduate Transfers Year Applied Admitted Enrolled* ACT HSGPA Applied Admitted Enrolled* 2009 3,304 3,095 1,841 23 3.23 803 759 382 13

2010 3,621 3,291 1,825 22 3.11 940 887 472 2011 3,741 3,380 1,859 22 3.15 1,266 1,184 609 2012 3,857 3,394 1,788 22 3.16 1,267 1,182 588 2013 3,847 3,271 1,755 22 3.16 1,222 1,133 647 2014 4,160 3,993 1,758 22 3.16 1,082 1,026 616 2015 4,619 4,447 1,950 22 3.18 1,042 980 715

*First time only

CONTINUING DISCLOSURE

The Board has entered into a Continuing Disclosure Agreement with the Trustee pursuant to which the Board has agreed that the Board will provide, annually and as otherwise required, information specified in Rule 15c2-12(b) of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), to include specifically annual information of the type set forth under THE SERIES 2015 BONDS, Pledged Revenues; Coverage, by providing such information to the Trustee and to the Municipal Securities Rulemaking Board ("MSRB") by filing such confirmation at www.msrb.org/emma on or before June 1 of each year.

The Board has also agreed to furnish to MSRB, on a timely basis, notice of any material events, as specified in Rule 15c2-12(b)(5)(i)(C) of the Securities Exchange Act. In addition to the information described above, the Board has agreed to provide to the MSRB, when available, annual audit and financial statements. The annual audit will be prepared either by the State Legislative Joint Audit Committee or by a certified public accountant and will be conducted in accordance with generally accepted auditing standards and government auditing standards issued by the Comptroller General of the United States. Due to the large numbers of audits conducted by the State Legislative Joint Audit Committee, the Board has little control over when the audit will be performed. However, within sixty days after the audit is submitted to the Board, the Board will submit the annual audit to the MSRB. The Board's audit is also filed and accessible by the public at the State of Arkansas Division of Legislative Audit website (www.legaudit.state.ar.us).

The Board is a party to multiple continuing disclosure agreements for its various bond issues. In preparation for the sale of the Bonds, the Board completed a comprehensive review of its compliance with these past continuing disclosure undertakings. As a result, the Board has determined that it failed to make all required filings in accordance with its past continuing disclosure obligations. Based on this review, it was determined that the audited financial statements for the fiscal years ended June 30, 2010, 2011 and 2012 were filed after the filing deadline on certain bond issues.

With respect to the Board's continuing disclosure undertakings secured by housing system revenues, certain supplemental information required in connection with the housing system revenue bonds for the fiscal years 2010, 2011, 2012 and 2013 were not filed on a timely basis (ranging from 260 days to 1,356 days late). Supplemental filings containing the required information have been made.

With respect to the Board's continuing disclosure undertakings secured by student fees, certain supplemental information required in connection with the student fee revenue bonds for the fiscal years 2010, 2011, 2012 and 2013 were not filed on a timely basis (ranging from 260 days to 1,356 days late). Supplemental filings containing the required information have been made.

With respect to the Board's continuing disclosure undertakings secured by auxiliary revenues, certain supplemental information required in connection with the auxiliary revenue bonds for the fiscal years 2011, 2012 and 2013 were not filed. Supplemental filings containing the required information have been made.

With respect to the Board's continuing disclosure undertakings secured by athletic revenues, certain supplemental information required in connection with the athletic revenue bonds for the fiscal years 2010, 2011, 2012 and 2013 were not filed on a timely basis (ranging from 260 days to 1,356 days late). Supplemental filings containing the required information have been made.

Additionally, the Board failed to file material event notices regarding rating changes of the bond insurer on certain prior bond issues. Supplemental filings containing the required information for the insured bond issues that remain outstanding have been made.

The foregoing description of instances of non-compliance by the Board with continuing disclosure undertakings should not be construed as an acknowledgement that any such instance was material. As a result of the supplemental filings referenced above, the Board believes it has made all continuing disclosure filings required by its prior continuing disclosure obligations.

The Board has taken steps to ensure future compliance with their respective continuing disclosure undertakings. Additionally, the executive staff has reexamined the Post-Issuance Compliance Procedures in connection with the corrections to the previous filings. A template has been developed for the annual report filings and the University has contracted with the firm of Digital Assurance Certification LLC (DAC Bond) to assist in accuracy and timeliness of future filings.

RISK FACTORS

Risk factors include possible reduction in enrollment and the collections of revenues due to economic conditions, and other factors which are not within the control of the Board.

Biennial appropriations by the Arkansas General Assembly are necessary to the continued operation of Tech. A reduction in appropriations could result in a need to increase other revenues in order to provide for debt service and the operations of Tech. Should the need arise, the effects on enrollment and revenues is unknown. There can be no assurance that the level of future appropriations will not impair the ability of the Board to make payment on the Bonds.

THE INDENTURE

Flow of Funds. There is created with the Trustee a separate trust fund known as the "2015 Student Fee Revenue Bond Fund" (the "Bond Fund") into which there is being deposited, contemporaneously and on a parity with like deposits to be made for the Series 2010 Bonds, the Series 2012A Bonds, the Series 2012B Bonds, the Series 2012C Bonds, the Series 2012D Bonds, the Series 2013 Bonds, the Series 2014A Bonds, the Series 2014B Bonds, and any "Additional Bonds" outstanding under any Parity Indenture and any other parity bonds, on or before 15 days prior to each interest or principal payment date such sums as are necessary, together with funds on deposit therein, to pay the interest and principal on all outstanding Bonds as the same become due. A separate account has been established in the Bond Fund known as the "2015 Student Fee Revenue Bond Debt Service Reserve Account" (the "Debt Service Reserve") into which there has been deposited and is being maintained an amount equal to

one-half the maximum annual principal and interest requirements for any year thereafter on account of all outstanding Bonds (or the maximum amount which may be invested without yield limit under the Internal Revenue Code of 1986, as amended). The required deposit will be increased to cover debt service on any Additional Bonds. Subject to making the required deposits as set forth in the Indenture, the Board is authorized to use excess Pledged Revenues, whether or not in the Bond Fund, at the close of each twelve-month period ending June 30, for any lawful purpose.

If at any time the moneys held in the Bond Fund shall be sufficient to pay the principal of and interest on the Bonds outstanding, with Trustee's and Paying Agent's fees, all obligations to make deposits into the Bond Fund shall cease.

Application of Bond Proceeds. Upon issuance of the Series 2015 Bonds, the Board will deposit in the Bond Fund the accrued interest, if any, and an amount sufficient to cause the level of the Debt Service Reserve to achieve the required level, will make payments for costs of issuance of the Series 2015 Bonds, and will utilize the balance in the Project Fund.

Investment of Funds. Moneys held for the credit of the Debt Service Reserve in the Bond Fund shall, upon request by the Board, be invested and reinvested in Permitted Investments.

Moneys held for the credit of any other fund shall, at the request of the Board, be invested and reinvested in Permitted Investments, which shall mature, or which shall be subject to redemption by the holder thereof, at the option of the holder, not later than the date or dates when the money held for the credit of the particular fund will be required for the purposes intended.

Obligations so purchased as an investment of moneys in any such fund shall be deemed at all times to be a part of such fund, and the interest accruing thereon and any profit realized from such investment shall be credited to such fund, and any loss resulting from such investment shall be charged to such fund; provided, however, that if earnings on investments increase the Debt Service Reserve above the required amount, the excess may be transferred from time to time into the Bond Fund and used as other moneys therein may be used.

The term "Permitted Investments" means (a) direct or fully guaranteed obligations of the United States ("Government Obligations"), (b) accounts or certificates of deposit of financial institutions insured by the Federal Deposit Insurance Corporation, or, to the extent not so insured, fully collateralized by Government Obligations, (c) money market funds composed of Government Obligations or rated AAAm or AAAm-G or better by S&P, (d) surety bonds or investment agreements issued by bond insurers or other institutions rated, when issued, not less than "A" by S&P or "A2" by Moody's, respectively, and (e) U.S. dollar denominated deposit accounts, federal funds, and banker's acceptances with commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least "A- 1" by S&P and "P-1" by Moody's and maturing no more than 360 days after the date of purchase.

Additional Bonds (or Other Parity Bonds). Additional (or other parity) Bonds may be issued ranking on a parity of pledge of the Pledged Revenues, provided: Pledged Revenues, as so certified by the Vice President for Finance and Administration of the University, for the then preceding fiscal year, equaled not less than 125% of the maximum annual debt service on the then outstanding Series 2010 Bonds, the Series 2012A Bonds, the Series 2012B Bonds, the Series 2012C Bonds, the Series 2012D Bonds, the Series 2013 Bonds, the Series 2014A Bonds, the Series 2014B Bonds, any Additional Bonds theretofore issued, and the Additional Bonds then proposed to be issued. 16

The Board covenants that it will not attempt to issue any bonds secured by a lien and pledge superior to that securing the Series 2015 Bonds. The Board may issue bonds or incur obligations secured by a pledge of the Pledged Revenues that is expressly subordinate to the payment of any outstanding Series 2010 Student Fee Bonds, Series 2012A Bonds, Series 2012B Bonds, Series 2012C Bonds, Series 2012D Bonds, Series 2013 Bonds, the Series 2014A Bonds, Series 2014B Bonds, any Additional Bonds, and any outstanding student fee bonds which are secured by Pledged Revenues.

Default; Remedies of Bondholders. The Indenture defines an event of default to include:

(a) Default in the payment of the principal or redemption price of any bond or any bonds secured on a parity with the Bonds;

(b) Default in the payment of interest on any bond or any bonds secured on a parity with the Bonds;

(c) The Board's being rendered incapable of fulfilling its obligations under the Indenture, the Parity Indentures, or any indenture under which bonds secured on a parity with the Bonds are issued;

(d) Any proceeding instituted with consent or acquiescence of the Board to effect a composition with creditors and adjust the claims of creditors payable out of Pledged Revenues; or

(e) Default in the performance of any other covenant, condition, agreement or provision of the Indenture or of any indenture under which bonds secured on a parity with the Bonds are issued and the continuance of such default for thirty (30) days after written notice.

Upon the occurrence of any event of default, the Trustee may, and upon written request of the holders of not less than 20% in principal amount of Bonds then outstanding shall, declare the principal of all the Bonds then outstanding to be due and immediately payable. The Trustee may, and upon the written request of the holders of not less than 20% of the Bonds then outstanding shall, proceed to protect and enforce its rights and the rights of the holders of the Bonds under the applicable laws of the State of Arkansas and under the Indenture by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant or agreement contained in the Indenture or in aid or execution of any power granted in the Indenture or for the enforcement of any other proper legal or equitable remedy, including mandamus, as the Trustee shall determine most effectual to enforce and protect such rights.

No bondholder shall have any right to institute any suit, action, mandamus or other proceeding, in equity or at law, unless the holders of not less than 10% in principal amount of the Bonds then outstanding shall have made written request of the Trustee and afforded the Trustee a reasonable opportunity to proceed and shall also have offered to the Trustee reasonable indemnity against costs, expenses and liabilities to be incurred, and the Trustee shall have refused or neglected to comply with such request within a reasonable time.

Termination of Rights. Funds held under the Indenture for 2-1/2 years after the date of maturity or redemption of any bond shall become the property of the Board and the rights of the Bondholders thereto shall be terminated.

TAX EXEMPTION

In the opinion of Williams & Anderson PLC, Bond Counsel, interest on the Series 2015 Bonds under existing law (a) is excluded from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that with respect to corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations. The opinion set forth in clause (a) above is subject to the condition that the Board comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Series 2015 Bonds to be so included in gross income retroactive to the date of issuance of the Series 2015 Bonds. The Board has covenanted to comply with all such requirements.

Prospective purchasers of the Bonds should be further aware that Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds or, in the case of a financial institution, that portion of a holder’s interest expense allocated to interest on the bonds, except with respect to certain financial institutions (within the meaning of Section 265(b)(5) of the Code).

An exception allows a deduction of 80% of interest expense allocable to "qualified tax- exempt obligations." Under the Code, the term includes any obligation (1) which is not a "private activity bond" within the meaning of the Code (excluding from that term "qualified 501(c)(3) bonds"), (2) which is issued by an issuer (and subordinate entities) which reasonably anticipates to issue not more than $10,000,000 of tax-exempt obligations (other than private activity bonds excluding from that term "qualified 501(c)(3) bonds" under Section 145 of the Code) during the calendar year, and (3) is so designated by the Board.

The Board has designated the Bonds as "qualified tax-exempt obligations" and has covenanted not to use the proceeds of the Bonds in a manner which would cause the Bonds to be "private activity bonds," and has represented that the Board and its subordinate entities have not and will not issue more than $10,000,000 of such tax-exempt obligations during calendar year 2015.

Bond Counsel expresses no opinion regarding other federal tax consequences arising with respect to the Series 2015 Bonds.

Although Bond Counsel has rendered an opinion that interest on the Series 2015 Bonds is excludable from gross income for federal income tax purposes, the accrual or receipt of interest on the Series 2015 Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding such consequences. Purchasers of the Series 2015 Bonds, particularly purchasers that are corporations (including S corporations, corporations subject to the environmental tax of Section 59A of the Code, and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts, or other financial institutions, or certain recipients of Social Security or Railroad Retirement benefits, are advised to consult their tax advisors as to the tax consequences of purchasing, holding or selling the Series 2015 Bonds.

Series 2015 Bonds. The Board has covenanted not to use the proceeds of the Series 2015 Bonds in a manner which would cause the Series 2015 Bonds to be "private activity bonds."

Bond Counsel is of the opinion that, under existing law, the interest on the Series 2015 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas and that the Series 2015 Bonds are further exempt from property taxes in the State of Arkansas. Prospective purchasers of the Series 2015 Bonds should also be aware that Section 17 of Act 785 of the Acts of Arkansas of 1993 added new subsections (b) and (c) to Section 26-51-431 of the Arkansas Code of 1987 Annotated. Subsection (b) states that Section 265(a) of the Internal Revenue Code is adopted for the purpose of computing Arkansas individual income tax liability. Subsection (c) provides that in computing Arkansas corporation income tax liability, no deduction shall be allowed for interest "on indebtedness incurred or continued to purchase or carry obligations the interest on which is wholly exempt from the taxes imposed by Arkansas law." On December 8, 1993, the Arkansas Department of Finance and Administration Revenue Division issued Revenue Policy Statement 1993-2, which provides in part:

Financial institutions may continue to deduct interest on indebtedness incurred or continued to purchase or carry obligations which generate tax-exempt income to the same extent that the interest was deductible prior to the adoption of Section 17 of Act 785 of 1993.

As of this date, there has been no notice of rescission of Revenue Policy Statement 1993-2.

Premium Bonds. As shown on the cover page of this Official Statement, certain of the Series 2015 Bonds are being sold to purchasers at a premium (collectively, the "Premium Bonds"). An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over such Premium Bond’s term using constant yield principles, based on the purchaser’s yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, by amortizing the premium to the call date, based on the purchaser’s yield to the call date and giving effect to the call premium). As premium is amortized, the amount of the amortization offsets a corresponding amount of interest for the period and the purchaser’s basis in such Premium bond is reduced a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser’s basis may be reduced, no federal income tax deduction is allowed. Purchasers of the Premium Bonds should consult their tax advisers with respect to the determination and treatment of premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond.

LEGAL MATTERS

Issuance of the Series 2015 Bonds is subject to the approving opinion of Bond Counsel to the effect that the Series 2015 Bonds are valid obligations of the Board in accordance with their terms.

Enforcement of the remedies available under the Indenture may depend on judicial action and may be subject to the application of federal bankruptcy laws or other debtor relief or moratorium laws. Therefore, enforcement of those remedies may be delayed or limited, or the remedies may be modified or unavailable. Bond Counsel will express no opinion as to the effect upon any right, title, interest or relationship created by or arising under the Indenture of the application of state or federal bankruptcy, insolvency, reorganization, moratorium or similar debtor relief laws affecting creditors' rights which are presently or may from time to time be in effect.

No litigation is pending, or to the knowledge of the University threatened, an adverse decision in which would affect the validity of the Series 2015 Bonds or materially affect the security for the Series 2015 Bonds.

UNDERWRITING

The Underwriters are purchasing the Series 2015 Bonds at a price equal to $1,971,318.46 (being the principal amount thereof, plus a net reoffering premium of $1,154.40, less Underwriters' discount of $30,000, plus accrued interest from and including the date of the Bonds to the delivery date thereof - $164.06).

The Underwriters are offering the Series 2015 Bonds to the public initially at the yields set forth on the inside cover page of this Official Statement, which may subsequently change without any requirement of prior notice. The Underwriters reserve the right to join with dealers and other underwriters in offering the Series 2015 Bonds to the public. The Underwriters may offer and sell Series 2015 Bonds to certain dealers (including dealers depositing Series 2015 Bonds into investment trusts) at prices lower than the public offering price.

In the Continuing Disclosure Agreement, the Board has agreed to give notice of certain material events.

BOARD OF TRUSTEES OF ARKANSAS TECH UNIVERSITY

By: /s/ Dr. Robin E. Bowen President

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