Ball State University Board of Trustees Ball State University Student Fee Bonds, Series R

FIRST SUPPLEMENT DATED JANUARY 3, 2017 TO PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 16, 2016 Regarding: $127,650,000* Ball State University Board of Trustees Ball State University Student Fee Bonds, Series R This First Supplement dated January 3, 2017 (the “First Supplement”) supplements the Preliminary Official Statement dated December 16, 2016 (the “Original POS”) with respect to the Ball State University Board of Trustees Ball State University Student Fee Bonds, Series R (the “Series R Bonds”). The purpose of this First Supplement is to advise regarding a change with respect to one of the underwriters of the Series R Bonds. Specifically, effective January 3, 2017, the transaction described at page 34 of the Original POS, under “Underwriting,” paragraph four thereof, has been consummated. City Financial Corporation (“CFC”) has effectuated a Merger Agreement with Stifel Financial Corporation (“SFC”), a publicly traded financial services company, pursuant to which City Securities Corporation (“City Securities Corporation”), a wholly owned subsidiary of CFC, has been merged into SFC. As a result, the former role of City Securities Corporation as a co-manager for the public offering of the Series R Bonds has now been assumed by Stifel Nicolaus & Company, Incorporated, a wholly owned subsidiary of SFC. All references to City Securities Corporation in the Original POS are hereby amended to reflect references instead to Stifel Nicolaus & Company, Incorporated. Further, paragraph four of the Original POS under the heading “Underwriting,” at page 34 of the Original POS, is hereby deleted. * Preliminary, subject to change PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 16, 2016 NEW ISSUE RATINGS BOOK-ENTRY-ONLY Moody’s: Aa3 Standard & Poor’s: AA- In the opinion of Ice Miller LLP, Indianapolis, Indiana, Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Series R Bonds (as hereinafter defined) is excluded for federal income tax purposes from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for purposes of computing the federal alternative minimum tax imposed on certain corporations. Such opinion is conditioned on continuing compliance with the Tax Covenants (as hereinafter defined). In the opinion of Ice Miller LLP, Indianapolis, Indiana, Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Series R Bonds is exempt from income taxation in the State of Indiana. See “TAX MATTERS,” “ORIGINAL ISSUE DISCOUNT,” “BOND PREMIUM” and APPENDIX E herein. $127,650,000* BALL STATE UNIVERSITY BOARD OF TRUSTEES Ball State University Student Fee Bonds, Series R Dated: Date of Delivery Due: July 1, as shown below The Series R Bonds will be dated their date of delivery. The Series R Bonds are issuable only as fully registered bonds, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Purchases of beneficial interests in the Series R Bonds will be made in book-entry-only form, in the denominations of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Series R Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interest in the Series R Bonds. Interest on the Series R Bonds is payable on January 1 and July 1 of each year, commencing July 1, 2017, and such interest, together with the principal of the Series R Bonds, will be paid directly to DTC by First Merchants Private Wealth Advisors, a Division of First Merchants Bank, N.A. (successor to The Merchants National Bank of Muncie), as Trustee and bond registrar, as described herein, so long as DTC or its nominee is the registered owner of the Series R Bonds. The final disbursement of such payments to the Beneficial Owners of the Series R Bonds will be the responsibility of DTC, the Direct Participants and the Indirect Participants, all as defined and more fully described herein. See “DESCRIPTION OF THE SERIES R BONDS -- Book-Entry- Only System.” The Series R Bonds are subject to optional redemption, prior to maturity, as described in this Official Statement. See “DESCRIPTION OF THE SERIES R BONDS -- Optional Redemption”. The Series R Bonds are being issued pursuant to resolutions adopted by and actions authorized by the Ball State University Board of Trustees (the “University”) and a Trust Indenture dated as of November 1, 1985 (the “Original Indenture”), as heretofore supplemented and amended, and as further supplemented by a Sixteenth Supplemental Indenture dated as of January 1, 2017 (the “Sixteenth Supplemental Indenture”) (the Original Indenture, as supplemented and amended, and the Sixteenth Supplemental Indenture, collectively, the “Indenture”), each entered into by the University and the Trustee, for the purposes of (i) financing a certain new project of the University, as further described herein, and (ii) refunding certain outstanding Student Fee Bonds of the University, as further described herein. The Series R Bonds, which are issued on a parity with the Series L Bonds, the Series N Bonds and the Series Q Bonds (each as defined herein), are limited obligations of the University secured by and payable solely from a pledge of and first lien on Pledged Funds, comprised of Student Fees and any payments to the University from a Qualified Swap Provider pursuant to a Qualified Swap Agreement, the proceeds thereof, the University’s right to receive the same, and all Funds held by the Trustee pursuant to the Indenture (all as defined and more fully described herein). The Series R Bonds are not a general obligation debt or liability of the University or the State of Indiana, and no recourse shall be had for the payment of the principal of or interest on the Series R Bonds against the University or the State of Indiana, or against the property or funds of the University or the State of Indiana, except to the extent of the pledge of Pledged Funds as described above. See “SECURITY FOR THE BONDS.” See the inside cover page for maturities, principal amounts, interest rates, prices, yields and CUSIP numbers This cover page contains information for reference only and is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. By purchase of the Series R Bonds, consent will be deemed given to certain amendments to the Indenture. See “APPENDIX D: SUMMARY OF AMENDMENTS.” The Series R Bonds are offered when, as and if issued by the University and received by the Underwriters, subject to withdrawal or modification of the offer without notice, and to the approval of legality by Ice Miller LLP, Indianapolis, Indiana, Bond Counsel and Special Disclosure Counsel. Certain legal matters will be passed upon by DeFur Voran LLP, Muncie, Indiana, counsel to the University. It is expected that the Series R Bonds in definitive form will be available for delivery in New York, New York through the facilities of DTC on or about January ___, 2017. Dated: January ___, 2017 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information any such jurisdiction. priorlaws of qualification or filing under the securities to registration, be unlawful solicitation or sale would sale of these securities jurisdictionnor shall there be any in any in which such offer, * Preliminary, subject to change. MATURITIES, PRINCIPAL AMOUNTS INTEREST RATES, PRICES, YIELDS AND CUSIP1 NUMBERS $127,650,000* Ball State University Student Fee Bonds, Series R Date of Maturity* Principal Amount* Interest Rate Price Yield CUSIP1 July 1, 2017 $6,515,000 July 1, 2018 6,545,000 July 1, 2019 6,845,000 July 1, 2020 7,200,000 July 1, 2021 7,575,000 July 1, 2022 7,950,000 July 1, 2023 8,350,000 July 1, 2024 7,615,000 July 1, 2025 8,000,000 July 1, 2026 8,420,000 July 1, 2027 8,830,000 July 1, 2028 7,170,000 July 1, 2029 7,530,000 July 1, 2030 5,720,000 July 1, 2031 3,505,000 July 1, 2032 3,665,000 July 1, 2033 3,815,000 July 1, 2034 3,970,000 July 1, 2035 4,130,000 July 1, 2036 4,300,000 1 Copyright 2016, American Bankers Association. CUSIP data herein provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., an independent company not affiliated with the University. The CUSIP numbers are provided for convenience and reference only. Neither the University nor the Trustee is responsible for the selection or use of the CUSIP numbers, nor is any representation made as to their correctness on the Series R Bonds or as indicated above. * Preliminary, subject to change No dealer, broker, salesman or any other person has been authorized by the University or the Underwriters to give any information or to make any representation other than those contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been authorized by the University or the Underwriters. Certain information in this Official Statement has been obtained from the University and other sources considered to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed to be the representation of the Underwriters.

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