FINAL OFFICIAL STATEMENT DATED JUNE 24, 2008

NEW ISSUE Moody’s Rated “Aa2” Non-Bank Qualified In the opinion of Michael Best & Friedrich LLP, Bond Counsel, assuming continued compliance with the requirements of the Internal Revenue Code of 1986, under existing law, interest on the Notes is excluded from gross income and is not an item of tax preference for federal income tax purposes. The Notes shall not be designated as "qualified tax-exempt obligations." See "TAX EXEMPTION" herein for a more detailed discussion of some of the federal income tax consequences of owning the Notes. The interest on the Notes is not exempt from present Wisconsin income or franchise taxes.

$1,000,000

MILWAUKEE AREA TECHNICAL COLLEGE DISTRICT, WISCONSIN General Obligation Promissory Notes, Series 2007-08K

Dated: July 15, 2008 Due: as shown below The $1,000,000 General Obligation Promissory Notes, Series 2007-08K (the “Notes”) will be dated July 15, 2008, will be in the denomination of $5,000 each or any multiple thereof, and will mature as shown below. Interest shall be payable commencing on December 1, 2008 and semi-annually thereafter on June 1 and December 1 of each year. The Notes are being issued pursuant to Section 67.12(12) of the Wisconsin Statutes. The Notes will be general obligations of the District for which its full faith and credit and unlimited taxing powers are pledged. The proceeds of the Notes will be used for the public purpose of financing building remodeling and improvement projects, consisting of the projects included in the District's 2007-2008 building remodeling and improvement program.

MATURITY SCHEDULE

(June 1) Amount Rate Yield 2009 $250,000 3.50% 2.30% 2010 300,000 3.50 2.85 2011 300,000 3.625 3.20 2012 150,000 3.625 3.44

The Notes shall not be subject to call and prior redemption. The Notes will be issued only as fully registered Notes and will be registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as the securities depository of the Notes. Individual purchases will be made in book-entry form only in denominations of $5,000 principal amount or any integral multiple thereof. Purchasers of the Notes will not receive certificates representing their interest in the Notes purchased. (See “BOOK-ENTRY-ONLY SYSTEM” herein.) The Milwaukee Area Technical College District Notes are offered when, as and if issued subject to the approval of legality by Michael Best & Friedrich LLP, Bond Counsel, Milwaukee, Wisconsin. The anticipated settlement date is on or about July 15, 2008.

ROBERT W. BAIRD & CO. Underwriter

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MILWAUKEE AREA TECHNICAL COLLEGE DISTRICT, WISCONSIN

DISTRICT BOARD*

Bobbie Webber, Chairperson Jeannette Bell, Vice Chairperson**

Ann Wilson, Secretary Peter G. Earle, Treasurer Lauren Baker, Member** Pedro Colon, Member** Robert Davis, Member

Dr. Victor Rossetti, Member Fred Royal, Member

ADMINISTRATION

Darnell E. Cole, Ph.D., President Vicki J. Martin, Ph.D, Provost

Theresa A. Barry, Vice President, Student Services Janice Falkenburg, Vice President and General Counsel Robert S. Hartung, Vice President, College Advancement

Michael M. Sargent, Vice President, Finance Pablo Cardona, Vice President, West Allis Campus John P. Stilp, Vice President, Oak Creek Campus

Michael Townsend, Vice President, Ph.D., Vice President, Mequon Campus

UNDERWRITER

Robert W. Baird & Co. Milwaukee, Wisconsin

BOND COUNSEL

Michael Best & Friedrich LLP Milwaukee, Wisconsin

* The new board will be seated and new officers elected on July 14, 2008. ** Jeannette Bell and Pedro Colon will be replaced by Melanie Cosgrove Holmes and Thomas A. Michalski. Lauren Baker

was re-appointed.

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REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesperson, or other person has been authorized by the Milwaukee Area Technical College District or by Robert W. Baird & Co., the Underwriter, to give any information or to make any representations other than those contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. Under no circumstances shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any other sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Milwaukee Area Technical College District.

TABLE OF CONTENTS Page

District Board, Administration, Underwriter, Bond Counsel ..........................................................................2 Regarding Use of This Official Statement.....................................................................................................3 Summary.......................................................................................................................................................4 Introductory Statement, Constitutional and Statutory Considerations and Limitations

Concerning the District's Power to Incur Indebtedness...........................................................................5 The Resolutions ............................................................................................................................................6 The District ....................................................................................................................................................7 General Information ......................................................................................................................................9 Demographic and Economic Information....................................................................................................12 Tax Levies, Rates and Collections..............................................................................................................15 Equalized Valuations...................................................................................................................................16

Indebtedness of the District ........................................................................................................................17 Financial Information...................................................................................................................................19 Comparative Statement of Revenues and Expenditures............................................................................20 Underwriting, Rating, Tax Exemption, No Designation as Qualified Tax-Exempt Obligations...................21 Continuing Disclosure, Book-Entry-Only System .......................................................................................22 Litigation......................................................................................................................................................23 Legal Matters, Miscellaneous, Authorization ..............................................................................................24

Appendix A: 2007 Basic Financial Statements and Related Notes Appendix B: Form of Continuing Disclosure Agreement

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SUMMARY

Issuer: Milwaukee Area Technical College District, Wisconsin.

Issue: $1,000,000 General Obligation Promissory Notes, Series 2007-08K.

Dated Date: July 15, 2008.

Interest Due: Commencing December 1, 2008 and on each June 1 and December 1 thereafter. Interest on the Notes will be computed on the basis of a 30-day month and a 360-day year.

Principal Due: June 1 of the years 2009 through 2012.

Redemption Provisions: The Notes shall not be subject to call and prior redemption.

Security: The full faith, credit and resources of the District are pledged to the payment of the principal of and the interest on the Notes as the same become due and, for said purposes, there are levied without limitation on all the taxable property in the District, direct, annual irrepealable taxes in each year and in such amounts which will be sufficient to meet such principal and interest payments when due.

Purpose: The proceeds of the Notes will be used for the public purpose of financing building remodeling and improvement projects, consisting of the projects included in the District's 2007-2008 building remodeling and improvement program.

Credit Rating: This issue has been assigned a “Aa2” rating by Moody's Investors Service, Inc. (See "RATING" herein.)

Tax Status: Interest on the Notes is excluded from gross income for federal income tax purposes. (See "TAX EXEMPTION" herein.)

Bank Qualification: The Notes shall NOT be designated "qualified tax-exempt obligations."

Paying Agent: Milwaukee Area Technical College District, Milwaukee, Wisconsin.

Record Date: The 15th day of the calendar month next preceding each interest payment date.

Information set forth on this page is qualified by the entire Official Statement. A full review of the entire Official Statement should be made by potential investors.

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INTRODUCTORY STATEMENT This Official Statement presents certain information relating to the Milwaukee Area Technical College District, Wisconsin (the "District" and the "State" respectively) in connection with the sale of the District's $1,000,000 General Obligation Promissory Notes, Series 2007-08K (the "Notes"). These Notes are issued pursuant to the Constitution and laws of the State and the resolutions adopted by the District (the "Resolutions") and other proceedings and determinations related thereto. The Award Resolution will provide that the District will establish a separate debt service fund with respect to payment of principal of and interest on the Notes. In practice, the District will maintain a separate account in its debt service fund for each issue. This is in accordance with the traditional interpretation by the District of its obligation under prior note and bond resolutions respecting the maintenance of separate funds. All summaries of statutes, documents and resolutions contained in this Official Statement are subject to all the provisions of, and are qualified in their entirety by reference to such statutes, documents and resolutions, and references herein to the Notes are qualified in their entirety by reference to the form thereof included in the Resolutions. Copies of the Resolutions may be obtained from the Underwriter upon request. If in any year there shall be insufficient funds from the respective tax levies to pay the principal of or interest on the Notes when due, the principal and interest will be paid from other funds of the District on hand, said amounts to be returned when the taxes levied have been collected.

CONSTITUTIONAL AND STATUTORY CONSIDERATIONS AND LIMITATIONS CONCERNING THE DISTRICT'S POWER TO INCUR INDEBTEDNESS

The Constitution and laws of the State limit the power of the District (and other municipalities of the State) to issue obligations and to contract indebtedness. Such constitutional and legislative limitations include the following, in summary form and as generally applicable to the District. Purpose The District may not borrow money or issue bonds or notes therefor for any purpose except those specified by statute, which include among others the purposes for which the Notes are being issued. General Obligation Bonds The principal amount of every sum borrowed by the District and secured by an issue of bonds may be payable at one time in a single payment or at several times in two or more installments; however, no installment may be made payable later than the termination of twenty years immediately following the date of the bonds. The District Board is required to levy a direct, annual, irrepealable tax sufficient in amount to pay the interest on such bonds as it falls due and also to pay and discharge the principal thereof at maturity. Bonds issued by the District to refinance or refund outstanding notes or bonds issued by the District may be payable no later than twenty years following the original date of such notes or bonds. Promissory Notes In addition to being authorized to issue bonds, the District is authorized to borrow money using notes for any public purpose. To evidence such indebtedness, the District must issue to the lender its promissory notes (with interest) payable within a period not exceeding ten years following the date of said notes. Such notes constitute a general obligation of the District. Notes may be issued to refinance or refund outstanding notes. However, such notes may be payable not later than twenty years following the original date of such notes.

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Temporary Borrowing The District Board may, on its own motion, borrow money in such sums as may be needed to meet the immediate expenses of maintaining the schools in the District during the current fiscal year. No such loan or loans shall be made to extend beyond November 15 of the next fiscal year or in any amount exceeding one-half of the estimated receipts for the operation and maintenance of the schools for the current fiscal year in which the loan is made. Temporary borrowing is unnecessary for the District in the current fiscal year. Debt Limit Wisconsin Statutes limit the aggregate amount of District indebtedness to an amount not to exceed five percent (5%) of the value of taxable property located in the District. The maximum bonded indebtedness of the District for purchasing school sites and constructing and equipping buildings may not exceed two percent (2%) of the value of the taxable property within the District. For information with respect to the District's percent of legal debt incurred, see the caption INDEBTEDNESS OF THE DISTRICT --"Debt Limit," herein.

THE RESOLUTIONS The following are summaries of certain provisions of the Resolutions adopted by the District pursuant to the procedures prescribed by Wisconsin Statutes. Reference is made to the Resolutions for complete recitals of their terms. The Authorizing Resolution By way of a resolution adopted on May 27, 2008, the District authorized the issuance of general obligation promissory notes in the amount of $1,000,000 for the public purpose of financing building remodeling and improvement projects, consisting of projects included in the District's 2007-2008 building remodeling and improvement program. As required by Wisconsin Statute, notice of the adoption of the Authorizing Resolution was published in the required newspaper on May 30, 2008. The resolution authorizing the issuance of the Notes is subject to referendum if, within 30 days after publication of notice of adoption of the resolution, a sufficient petition requesting a referendum is filed by the electors of the District. The petition period will expire on June 30, 2008. The Notes will not be issued if a sufficient petition for referendum is filed prior to expiration of the petition period. The Award Resolution By way of a resolution to be adopted on June 24, 2008 (the "Award Resolution"), the District will accept (or reject) the bid of the Underwriter for the purchase of the Notes, provide the details and form of the Notes, and set out certain covenants with respect thereto. The Award Resolution pledges the full faith, credit and resources of the District to payment of the principal of and interest on the Notes. Pursuant to the Award Resolution, direct, annual, irrepealable taxes will be levied for collection in the years 2009 to 2012 (or monies will otherwise be appropriated) in amounts which will be sufficient to meet the principal and interest payments on the Notes when due. The Award Resolution establishes separate and distinct from all other funds of the District a separate sinking fund with respect to payment of principal and interest on the Notes.

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THE DISTRICT The Milwaukee Area Technical College District Board is comprised of nine members (three employee members, three employer members, two elected officials and one school administrator). Members must be residents of the District. The District Board is appointed by School District Board Presidents within the District and confirmed by the Wisconsin Technical College System Board. These members are appointed for staggered three-year terms and elect a Chairperson, Vice Chairperson, Secretary and Treasurer for one-year terms The present members of the Milwaukee Area Technical College District Board and the expiration of their respective terms of office are as follows: Board Members*

Employer and Position

Expiration of Term

Bobbie Webber, Chairperson Milwaukee Fire Department, Captain June 30, 2009 Jeannette Bell, Vice Chairperson City of West Allis, Mayor June 30, 2008** Ann Wilson, Secretary Hillside Family Resource Center, Manager June 30, 2009 Peter G. Earle, Treasurer Law Offices of Peter Earle June 30, 2010 Lauren Baker, Member Milwaukee Public Schools, Program Coordinator,

Trade and Technical Education June 30, 2008**

Pedro Colon, Member State Representative, 8th Assembly District June 30, 2008** Robert Davis, Member President and CEO, Zoological Society of Milwaukee June 30, 2010 Dr. Victor Rossetti, Member Superintendent, Germantown School District June 30, 2009 Fred Royal, Member Group Leader, Delphi/Automotive June 30, 2010 * The new board will be seated and new officers elected on July 14, 2008. ** Jeannette Bell and Pedro Colon will be replaced by Melanie Cosgrove Holmes and Thomas A. Michalski. Lauren Baker

was re-appointed. Administration The present members of the Administrative Team for the Milwaukee Area Technical College District are as follows:

Name Title Years of Service Darnell E. Cole, Ph.D. President 7 Vicki J. Martin, Ph.D. Provost 20 Theresa A. Barry Vice President, Student Services 20 Janice Falkenburg Vice President and General Counsel 4 Robert S. Hartung Vice President, College Advancement 7 Michael M. Sargent Vice President, Finance 4 Pablo Cardona Vice President, West Allis Campus 23 John P. Stilp Vice President, Oak Creek Campus 21 Michael Townsend, Ph.D. Vice President, Mequon Campus Less than one*

* Prior to his appointment with the District, Mr. Townsend served as Dean of Student Services for Kankakee Community

College in Kankakee, Illinois.

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Enrollments Full-time equivalent enrollments for years 1998-99 to 2007-08 are shown below.

School

Liberal

Arts

Associate

Vocational

Basic

Community

Year Transfer Degree Diploma Adult Skills (1) Service Total 2007-08 (2) 3,250 6,200 1,100 330 2,000 2 12,882 2006-07 3,077 6,226 1,037 458 1,861 2 12,661 2005-06 3,101 6,468 1,053 414 2,005 3 13,044 2004-05 3,036 6,696 1,076 387 2,184 3 13,382 2003-04 2,866 6,675 1,101 477 2,248 3 13,370 2002-03 2,804 6,475 1,124 400 2,339 5 13,147 2001-02 2,560 6,135 1,128 444 2,230 9 12,506 2000-01 2,316 5,825 1,074 465 2,217 9 11,906 1999-00 2,434 5,648 1,050 487 2,056 15 11,690 1998-99 2,570 5,836 1,157 538 2,077 25 12,203

____________________ (1) The Wisconsin Technical College System Board added the Basic Skills full-time enrollment classified category in 1998-

99. The majority of enrollments in this category were previously classified as Diploma. (2) Estimated.

District Personnel — Authorized Full-Time Positions

2007-08 2006-07 Estimated (1)

Administrators/Supervisors 85 84 Teachers 582 583 Specialists 20 20 Subtotal Educational 687 687 Other Staff 719 717 TOTAL 1,406 1,404

(1) Based on authorized full-time positions. Employment Relations Employees of the Milwaukee Area Technical College District are represented by the following five Unions: • Local 715, International Brotherhood of Electrical Workers, AFL-CIO-CLC (contract expires on June 30,

2009); • Local 587, AFSCME, AFL-CIO an affiliate of Milwaukee District Council No. 48 (contract expires on June

30, 2009); • American Federation of Teachers Local 212, WFT, AFL-CIO (contract expires on June 30, 2009); • American Federation of Teachers Local 212, WFT, AFL-CIO for Paraprofessionals (contract expires on

June 30, 2009); • American Federation of Teachers Local 212, WFT, AFL-CIO for Part-Time Teachers (contract expires on

June 30, 2009); Collective bargaining is conducted by the District through a negotiating committee. Staff responsibilities rest with the Vice President and General Counsel.

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Pension Plan The District participates in two multi-employer retirement plans, which cover substantially all full-time and certain part-time employees. Staff employees with service dates prior to July 1, 1969 are covered by the City of Milwaukee Employees' Retirement System. Instructors, administrators, and all other staff employees are covered by the Wisconsin Retirement System. Employees participating in either of these two systems also participate under the Federal Insurance Contribution Act (FICA). The District pays both the employee and employer portions of the cost of the retirement systems for all covered employees; its policy is to fund retirement costs accrued. The aggregate cost of the retirement systems to the District for 2006 and 2007 were $11,277,498 and $11,324,090 respectively. Other Post Employment Benefits The District currently provides post employment benefits for its employees who retire and meet other negotiated criteria. Similar to other governmental units, the District has historically funded its Other Post Employment Benefits (“OPEB”) program on a pay-as-you-go basis. For information on the District’s post-employment health care benefits, please refer to Appendix A – Basic Financial Statement and Related Notes.

GENERAL INFORMATION Location The Milwaukee Area Technical College District (MATC) was established in 1912 and includes all of Milwaukee County and portions of Ozaukee, Washington and Waukesha Counties. The District was formerly known as "Milwaukee Area Vocational, Technical and Adult Education District." The name of the District was changed by the Wisconsin Technical College System Board as of July 21, 1994 pursuant to 1993 Wis. Act 399. The District encompasses an area of 470 square miles with four Main Campuses, located in Milwaukee, Mequon, Oak Creek and West Allis, 11 Evening Centers and seven Adult Day Centers. The District is located approximately 75 miles east of Madison and 90 miles north of Chicago. The Wisconsin Technical College System Board has estimated the District's 2007 population at 1,049,164. Milwaukee Campus The Milwaukee Campus is conveniently located in the Westown area of downtown Milwaukee. The easily accessible Milwaukee campus offers the most comprehensive selection of MATC programs and courses. All told, the college offers 114 associate degree and diploma programs, some 4,000 continuing education courses, an extensive distance learning program, credit transfer opportunities to four-year colleges/universities, and more. The Milwaukee Campus includes a newer Student Center for student service functions including Admissions, Registration, Career Planning, Placement, Counseling and Financial Aids. The center also provides a Family and Women's Resource Center, a Video Conference Center and Food Service/cafeteria. The District's Administrative offices are also located on the Milwaukee Campus. As part of the 1990 district-wide development/expansion plan, the college purchased the Sealman Block at North Seventh Street and West Highland Avenue, to construct a new Health Sciences Technology Center. The facility provides needed expanded classroom and dedicated laboratory space for many Health Occupations programs. Also included in the building is a new child-care center to help meet the needs of Milwaukee Campus students with young children. Other Milwaukee Campus development plan acquisitions are the former Kalmbach Publishing Company building (now Foundation Hall), which houses essential support functions, and a 900-car-capacity parking structure at 8th and State Streets.

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North Campus Located in Ozaukee County in Mequon, MATC's North Campus provides educational opportunities for individuals in the northern portion of the District. In addition to day, evening, and weekend classes at the North Campus, selected classes are held at several area day and evening centers. In 1995 a new child-care center was added as part of the 1990 community-supported development plan. Special programs at the North Campus include a cooperative agreement with nearby Concordia University, which enables students at each institution to earn an Associate Degree and a Bachelor's Degree in four years. The campus does extensive work with north region high schools for on campus training opportunities and career exploration/preparation. The Ford ASSET (Automotive Student Service Educational Training) and DaimlerChrysler CAP (College Automotive Program) programs offered through the Technical and Industrial Division and are sponsored by For Ford/Lincoln/Mercury and DaimlerChrysler dealers. Other programs exclusive to the North Campus include Landscape Horticulture, Environmental Health and Pollution Control, and Information Security Specialist. During fiscal years 2004-06, MATC expanded the Health Science Program at the North Campus. The MATC Mequon Campus began a program in renewable energy during Fiscal 2006-2007. South Campus Located just off the I-94 Freeway south of General Mitchell International Airport and accessible by Milwaukee County bus, the South Campus provides educational opportunities for individuals from the southern portions of the District. In addition to day and evening classes at the South Campus, classes are held at evening centers and at the Milwaukee Safety Academy. MATC’s Technical and Industrial Divisions offer specific programs only at the South Campus. These programs include aviation and automotive programs; Air Conditioning and Refrigeration Technology; and Air Conditioning Refrigeration and Heating. The campus includes a separate facility for the Aviation Technology program located adjacent to Mitchell International Airport. Recent campus additions through the development plan are a child-care center, burn building, indoor firing range, an emergency vehicle driving range and the Business Technology Showcase. The District will dedicate a new $7.2 million applied technology center at the South Campus during September 2007. The structure will provide programs for advanced manufacturing technology and industrial energy conservation. West Campus Conveniently located near downtown West Allis, with easy access to the I-94 and I-894 Freeways, the West Campus is served by Milwaukee county bus routes. A wide variety of classes are scheduled days, evenings, and weekends. MATC programs offered only at the West Campus include one that is available nowhere else in Wisconsin: the Funeral Service Program. Other programs exclusive to the West Campus are Electronic Engineering Technology, Welding Technology, Medical Administrative Specialist, Bilingual Office Assistant, Mechanical and Computer Drafting, and Bricklaying/Masonry. The campus also has a 10,000 square-foot child-care center.

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Vision Statement MATC is committed to being a world-class educational institution that empowers students, faculty, and staff to realize their potential. Mission Statement The Milwaukee Area Technical College is a publicly supported comprehensive higher education institution committed to increasing the potential and productivity of the people in its district through the delivery of high quality instruction and programs which are consistent with current and emerging educational and labor market needs. General Education is an integral part of MATC programs which provides the knowledge and conceptual abilities that college-educated adults must have to achieve in occupational skills training and to perform more effectively in the demanding, complex world in which they live. Programs MATC is prepared to offer as many as 2,600 courses in a wide range of program areas. These areas include Agribusiness, Business, Graphic and Applied Arts, Home Economics, Service and Health Occupations, Technical and Industrial, Television, Funeral Service, Electronics, Cosmetology and General Education. All of the instructional programs are fully accredited by the North Central Association of Colleges and Schools. The Health Occupations Division was recently given an 8-year accreditation by the National League of Nursing. An Associate Degree is awarded to a student who completes a technical level program of at least two years that is complete in itself, but shorter than that leading to a Bachelor's Degree. Associate Degree programs are also referred to as Technical Programs. Associate Degrees, Technical Diplomas and Certificates are awarded to students who complete degree work in a manner deemed satisfactory to the division standards. Graduations occur throughout the school year due to the year-round, flexible programming of the District so that graduates are available for employment at times which are best suited to their particular field. In addition, the District offers Advanced Technical Certificates for students who have an Associate Degree and are seeking advanced and/or specialized training in their field. Lastly, the District offers Apprentice Training Programs. MATC’s offerings cover a wide spectrum in adult education from Adult Basic Education to Technical Associate Degree programs and many areas in between.

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DEMOGRAPHIC AND ECONOMIC INFORMATION Population Milwaukee Ozaukee County County

Estimate, 2007 937,324 86,697 Estimate, 2006 936,498 86,300 Estimate, 2005 938,995 85,787 Estimate, 2004 939,358 85,160 Estimate, 2003 941,301 84,516 Census, 2000 940,164 82,317

Source: Wisconsin Department of Administration, Demographic Services Center. Per Return Adjusted Gross Income State of Milwaukee Ozaukee Wisconsin County County

2006 $48,107 $42,296 $85,546 2005 45,357 40,244 81,365 2004 43,512 38,350 75,435 2003 42,474 37,459 71,800 2002 40,719 36,370 69,390

Source: Wisconsin Department of Revenue, Division of Research and Analysis. Unemployment Rate

State of Milwaukee Ozaukee Wisconsin County County

April, 2008 4.4% 4.9% 3.1% April, 2007 5.2 6.1 3.8 Average, 2007 4.9% 5.9% 3.8% Average, 2006 4.7 5.7 3.6 Average, 2005 4.7 5.9 3.6 Average, 2004 4.9 6.4 3.6 Average, 2003 5.6 7.1 4.6

Source: Wisconsin Department of Workforce Development.

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Total Deposits of the Largest Banks in Milwaukee Total Bank Deposits

(as of December 31, 2007) M &I Marshall & Ilsley Bank $33,992,500,000 Bank Mutual 2,126,657,000 Guaranty Bank, SSB 1,509,823,000 Lincoln State Bank 1,050,168,000 Wauwatosa Savings Bank 1,040,996,000 Park Bank 698,015,000 Tri City National Bank 669,437,000 The Equitable Bank, SSB 469,624,000 Pyramax Bank, FSB 341,283,000 Marine Bank 301,830,000

_______________________ Source: Federal Deposit Insurance Corporation Website, April 2008. Largest Employers in the Milwaukee Area Name Type of Business Employees Aurora Health Care (1) Health Care 17,384 Wheaton Franciscan Healthcare Health Care 12,000 U.S. Government (2) Government 10,800 Roundy’s Supermarkets Inc. Grocery Store Chain 7,532 Milwaukee Public Schools (3) Education 7,137 Quad Graphics Inc. Commercial Printing 7,000 M&I Marshall & Ilsley Bank Banking/Finance and Data Services 6,869 Kohl’s Corp. Retail 6,700 GE Healthcare Medical Imaging 6,400 City of Milwaukee Government 6,070 Milwaukee County Government 5,568 WE Energies Electric/Natural Gas Utility 5,177 Northwestern Mutual Life Insurance Insurance 5,000 ProHealthcare Inc. Health Care 5,000 Medical College of Wisconsin Medical School/Academic/Health Care 4,500 Manpower Inc. Workforce Management Services 4,500 Columbia St. Mary’s Health Care 4,421 Adecco Employment Services Contract/Temporary Staffing 4,336 AT&T Wisconsin Telecommunications 4,300 Froedert Memorial Hospital Health Care 4,044 Harley-Davidson, Inc. Motorcycle Manufacturing 3,742 Wal-Mart Stores Retail 3,680 Rockwell Automation Electrical/Electronic Manufacturing 3,478 Bon-Ton Dept. Stores (Formerly Carson Pirie Scott & Co.)

Retail 3,800

(1) Aurora’s employee number includes, four hospitals, rehabilitation, homecare and hospice facilities and their corporate

office within the greater Milwaukee area. (2) Includes the Clement Zablocki Medical Center. (3) Reflects full-time equivalent employees (FTEs) only Milwaukee area. Source: The 2008 Business Journal’s Book of Lists and Employer Contacts March 2008.

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Largest Taxpayers Name

Type of Business

2006 Equalized Valuation

Mayfair Property Inc. Shopping Mall $273,773,653 Northwestern Mutual Life Insurance Insurance 263,235,525 U.S. Bank Banking 253,712,257 Metropolitan Associates Real Estate 139,448,818 Covenant Health Care Health Care 136,118,065 Towne Realty Real Estate 132,481,521 M&I Marshall & Ilsley Bank Banking 130,600,131 Harley-Davidson, Inc. Motorcycle Manufacturer 129,616,700 Southridge Mall LLC Real Estate 128,615,880 Marcus Corporation, et al Hotels/Theaters/Restaurants 126,301,080 411 East Wisconsin LLC Real Estate 103,606,436 Shoreline/Juneau Village Real Estate 77,565,788 Miller Brewing Company Brewery 74,214,500 G.E. Medical Systems Medical Equipment Manufacturer 71,913,845 Liberty Property Limited Real Estate 65,234,269 Bayshore Town Center LLC Real Estate 64,811,107 100 E. Wisconsin Avenue Joint Venture Real Estate 62,491,743 J.P. Morgan Chase Bank Banking 61,528,512 Milwaukee Landmark Apartments Real Estate 59,278,078 Inland Western Midtown Real Estate 58,333,246 Geneva Exchange Fund Real Estate 56,863,555 Flanders Westborough Real Estate 55,312,067 Dayton-Hudson Retail 54,608,919 Occidental Real Estate 52,420,483 Springbrook Circle Real Estate 51,119,264 ____________________ Source: Milwaukee Metropolitan Sewerage District and Milwaukee County, August 2007.

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TAX LEVIES, RATES AND COLLECTIONS

Real estate and personal property taxes become due as of January 31 of each year. Taxpayers may pay their property taxes in installments. The number of installment payments varies for each individual municipality. Municipalities initially collect all property taxes including county and school taxes. On or before January 15 and February 20, the City or Village Treasurer settles with other taxing jurisdictions including the County for all collections through December and January respectively. In municipalities which have authorized the payment of real property taxes in three or more installments, the City or Village Treasurer additionally settles with the other taxing jurisdictions including the County on the 15th day of each month following the month in which an installment payment is required. The County subsequently has a tax settlement with the municipalities in August of each year. The tax collection procedure within the City of Milwaukee is substantially different than the procedure outlined above. The City has ten installments with the County portion being collected by the seventh payment. The City and the County entered into an intergovernmental cooperation agreement, effective February 1, 1988, whereby the City collected all delinquent County real estate taxes in the City of Milwaukee. The agreement was subsequently revised beginning with the collection of 1990 property taxes. The City now purchases all unpaid County taxes in February of the first collection year and retains the interest and penalty collected. Foreclosure on City of Milwaukee parcels can occur after 12 months. Interest on delinquent taxes is charged at a rate of one percent per month from the preceding February. In addition, a penalty of one-half of one percent is also charged each month. Under Section 38.16 of the Wisconsin Statutes, the District Board may levy a tax not to exceed a rate of $1.50 per $1,000 of the full equalized value of taxable property within the area served by the District for the purposes of making capital improvements, acquiring equipment, and operating and maintaining schools. The mill rate limitation is not applicable to taxes levied for the purposes of paying principal and interest on general obligation debt issued by the District. For the year ending June 30, 2008, the District’s mill rate is $1.435137 for operational purposes and $.336930 for payment of debt. Set forth below are the taxes levied and the tax rate per $1,000 equalized value on all taxable property within the District and the collections for the years 2004 through 2008. The rates set forth include amounts levied for debt service:

Collection

Year

District

Tax Rate

District Levy

Uncollected Taxes

for Each Year

Percent of Levy

Collected 2008 $1.7720 $139,306,263 -In Process of Collection- 2007 1.7703 132,672,768 -0- 100.00% 2006 1.8823 126,469,303 -0- 100.00 2005 1.9390 118,610,730 -0- 100.00 2004 1.9746 111,905,000 -0- 100.00

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2007-08 Proportionate Amounts of Local Tax Revenue Per Municipality Based on 2007 Equalized Valuation

2007 Equalized Percent Amount Municipality Valuation (TID-OUT) of Levy of Levy Milwaukee County $64,482,047,700 82.251348% $114,581,280 Ozaukee County 10,715,216,946 13.467601 18,761,212 Washington County 3,081,843,211 3.848745 5,361,543 Waukesha County 333,154,557 0.432305 602,228 Total $78,612,262,414 100.000000% $139,306,263

EQUALIZED VALUATIONS All equalized valuations of property in the State of Wisconsin are determined by the State of Wisconsin, Department of Revenue, Supervisor of Assessments Office. Equalized valuations are the State's estimate of full market value. The State determines assessed valuations of all manufacturing property in the State. Assessed valuations of residential and commercial property are determined by local assessors. Set forth in the table below are equalized valuations of property located within the District for the years 2003 through 2007. The District’s tax base has grown in valuation with an average annual increase of 8.86 percent and an overall increase of 40.46 percent since 2003.

Equalized Equalized Valuation Valuation

Year (TID-IN) (TID-OUT)* 2007 $81,511,867,764 $78,612,262,414 2006 77,146,489,330 74,941,046,380 2005 69,264,147,204 67,188,906,154 2004 62,839,609,742 61,171,153,292 2003 58,033,601,261 56,671,147,011

_________________________ * Some municipalities located within the District have Tax Incremental Districts under Wisconsin Statutes Section 66.1105.

TID valuations, totaling $2,899,605,350 for 2007 have been excluded from the District’s tax base.

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INDEBTEDNESS OF THE DISTRICT

Direct Indebtedness Set forth below is the direct indebtedness of the District, including principal and interest payments due on existing debt as well as debt service on the Notes. Interest on the Notes has been calculated using an average rate of 3.58 percent.

Outstanding Debt The Notes

Year Principal Interest Principal Interest

Total Debt Service

Requirements 2008 $24,415,000 $2,634,935 $13,435 $27,063,370 2009 20,835,000 2,003,150 $250,000 31,188 23,119,338 2010 19,415,000 1,229,306 300,000 21,563 20,965,869 2011 10,730,000 587,159 300,000 10,875 11,628,034 2012 5,235,000 240,163 150,000 2,719 5,627,881 2013 530,000 86,619 - - 616,619 2014 555,000 63,547 - - 618,547 2015 575,000 38,828 - - 613,828 2016 600,000 13,125 - - 613,125

82,890,000 6,896,832 1,000,000 79,778 90,866,611

Less 2008 Sinking Funds (24,415,000) (2,634,935) 0 (13,435) (27,063,370)

TOTAL $58,475,000 $4,261,897 $1,000,000 $66,344 $63,803,241 Future Financings Proposed financings for the 2008-2009 fiscal year include the District’s annual remodeling, renovation and equipment borrowings totaling $26,000,000. The District does not anticipate the need for cash flow borrowing at this time. Underlying Indebtedness Set forth below is information relating to the outstanding underlying indebtedness of the District. Name of Entity

Amount of Debt (Less 2008

Principal Amounts)

Percent Chargeable to

District

Outstanding DebtChargeable to

District Milwaukee Metropolitan Sewerage District $ 521,274,539 100.00% $ 521,274,539 Milwaukee County 435,696,683 100.00 435,696,683 Ozaukee County 7,240,308 96.04 6,953,592 Washington County 24,085,000 23.48 5,655,158 Waukesha County 78,320,000 0.64 501,248 Total School Districts 339,282,154 100.00 339,282,154 Total Villages 172,712,087 100.00 172,712,087 Total Cities 1,193,695,163 varies 1,161,842,536 Total Towns 165,000 varies 138,170 TOTAL $2,772,470,934 $2,644,056,166

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Statistical Summary Set forth in the following table is a statistical summary of certain information relating to the District. 2007 Equalized Valuation $81,511,867,764 Direct Bonded Indebtedness Including This Issue (Less 2008 Principal Amounts) $59,475,000 Direct, Overlapping and Underlying Bonded Indebtedness Including This Issue (Less 2008 Principal Amounts) $2,703,531,166 Direct Bonded Indebtedness as a Percentage of Equalized Valuation 0.07% Direct, Overlapping and Underlying Bonded Indebtedness as a Percentage of Equalized Valuation 3.32% Population of District (2007 Estimate)* 1,049,164 Direct Bonded Indebtedness Per Capita $56.69 Direct, Overlapping and Underlying Bonded Indebtedness Per Capita $2,576.84

______________________ * Provided by the State of Wisconsin Technical College System. Debt Limit As described under the caption "CONSTITUTIONAL AND STATUTORY CONSIDERATIONS AND LIMITATIONS CONCERNING THE DISTRICT'S POWER TO INCUR INDEBTEDNESS--Debt Limit," the total indebtedness of the District may not exceed five percent (5%)(1) of the equalized value of property in the District. Set forth in the table below is a comparison of the outstanding indebtedness as a percentage of the applicable debt limit. Equalized Valuation (2007) as certified by Wisconsin Department of Revenue $81,511,867,764 Legal Debt Percentage Allowed 5.00% Legal Debt Limit $4,075,593,388 General Obligation Debt Outstanding Including This Issue (Less 2008 Principal Amounts) $59,475,000 Unused Margin of Indebtedness $4,016,118,388 Percent of Legal Debt Incurred 1.46% Percentage of Legal Debt Available 98.54%

______________________ (1) The maximum bonded indebtedness of the District for the purposes of purchasing school sites and the

constructing and equipping of school buildings may not exceed two percent (2%).

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FINANCIAL INFORMATION

The financial operations of the District are conducted primarily through a series of state mandated funds. All revenues except those attributable to the building funds and other funds authorized by State law are accounted for in the general fund, and any lawful expenditure of the District must be made from the appropriate fund and recorded therein. As in other areas of the United States, the financing of public education in the State is subject to changing legislation, variations in public opinion, examination of financing methods through litigation and other matters. For these reasons the District cannot anticipate with certainty all of the factors which may influence the financing of its future activities. The Planning and Budgeting Process The annual budget is a key element of MATC’s planning and control system. To facilitate the process of budget development, the President’s Budget Council was formed. The committee has representation from faculty and administration and makes recommendations using a shared decision-making model. Its mission is to "recommend improvements in the budget development process allowing optimal institutional input/feedback on a continuing basis." The President’s Budget Council developed an Integrated Planning Model, which linked the budget process to strategic planning. The rationale for development of this model was to demonstrate that planning drives the budget allocation rather than the budget determining the plan. In addition, the communication link between the committees, the budget process and the final strategic plan and budget is demonstrated in this model. The Administration developed an operational planning process and offered training sessions to budget managers and their planning teams on how to proceed with the development of three-year plans that have a direct link to the vision, mission and strategic goals of the District. In this plan, the budget managers were asked to form a planning team, which included a broad representation of members with an emphasis on those impacted by the plan. In addition, the teams were asked to identify what other divisions or departments would be impacted by their plan and to include them in the planning process. The operational three-year planning documents demonstrate how the departments/division’s planning and budget processes are linked. These forms were completed by all division/department leaders. All division leaders met with the Vice President of Finance before the planning/budget process to discuss budget projections and financial planning assumptions. As part of this planning process, each area was required to complete a self-assessment of past performance, as well as to identify annual plans with measurable objectives. The monitoring of these measurable objectives and reporting will help the division/department move in tandem with the strategic goals as well as provide valuable input for the next year’s planning process. The operational budget is linked to the objectives contained within each area’s three-year plan, in that divisions/departments were asked to make budget requests based on the plan and trend data. Another program planning and evaluation system for the district exists in the citizen advisory committees that support each vocational and technical education program. The advisory committees are composed of business, industry, and labor representatives as well as past and present students. Each committee provides the district with a review of its curriculum, instructional methods, facilities, and staff, and provides feedback as to how well the program meets the needs and expectations of business and industry. At the present time, the District has 89 separate advisory committees with approximately 1,100 citizen representatives in membership. MATC is unique as a public institution in the large number of citizens who are involved on a regular and systematic basis in the planning, development, and review of its educational programs. The input and advice from these committees are an integral part of the strategic planning and budgeting process.

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COMPARATIVE STATEMENT OF REVENUES AND EXPENDITURES GENERAL FUND

FOR YEARS ENDED JUNE 30

2007-08 2006-07 2005-06 2004-05 2003-04 Revenues BUDGET* ACTUAL ACTUAL ACTUAL ACTUAL Local Tax Levy $112,950,443 $103,411,370 $97,473,455 $89,902,048 $82,225,341 Intergovernmental Revenues State 24,251,000 24,241,627 26,195,999 27,422,787 26,007,090 Federal 70,000 81,397 81,330 95,092 83,431 Institutional Tuition and fees 36,756,460 33,406,338 31,888,924 31,031,759 28,388,180 Other 6,228,080 7,647,975 6,428,134 5,531,983 4,448,285 Total Revenues 180,255,983 168,788,707 162,067,842 153,983,669 141,152,327 Expenditures Instruction 122,206,388 108,600,730 106,779,481 103,851,102 99,515,985 Instruction resources 5,323,615 4,413,230 4,275,673 3,863,066 3,715,046 Student services 17,273,575 14,401,254 15,798,159 14,999,752 13,501,458 Physical Plant 18,399,934 15,906,601 15,267,305 14,019,434 12,667,798 General Institutional 18,032,757 15,521,911 14,899,458 13,604,884 13,211,836 Total Expenditures 181,236,269 158,843,726 157,020,076 150,338,238 142,612,123 Excess of Revenues over (Under) Expenditures (980,286) 9,944,981 5,047,766 3,645,431 (1,459,796) Other Financing Sources (Uses): Operating transfers in (out) (8,596,782) (2,372,579) (2,177,458) (1,302,172) (407,033) Total Other Financing Sources (8,596,782) (2,372,579) (2,177,458) (1,302,172) (407,033) Revenues and Other Sources over (under) expenditures and other uses ($9,577,068) 7,572,402 2,870,308 2,343,259 (1,866,829) Fund Balances Beginning of Year 20,947,749 18,077,441 15,734,182 17,601,011 Fund Balances End of Year $28,520,151 $20,947,749 $18,077,441 $15,734,182

* Revised to reflect contract settlements for four of the District’s unions.

The amounts shown for the years ending June 30, 2004 through June 30, 2007 were derived from the District’s financial statements, which were audited by Virchow, Krause & Company, LLP, Milwaukee, Wisconsin. The amounts shown for the year ending June 30, 2008 are on a budgetary basis. The comparative statement of revenues and expenditures should be read in conjunction with the other financial statements and notes thereto appearing in Appendix A to this Official Statement. The Auditor was not asked to perform any additional review in connection with this Official Statement.

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UNDERWRITING The Notes are being purchased by Robert W. Baird & Co., the Underwriter. The Underwriter's compensation in connection with this issue is $10,000 which will include reimbursement of certain expenses totaling $500. The initial public offering prices determined at the time of the sale may be changed without notice.

RATING This issue has been assigned a “Aa2” rating by Moody’s Investors Service, Inc. Such rating reflects only the views of such organization and explanations of the significance of such rating may be obtained from the rating agency furnishing the same. There is no assurance that such rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by such rating agency, if in the judgment of such rating agency circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Notes.

TAX EXEMPTION In the opinion of Michael Best & Friedrich LLP, Milwaukee, Wisconsin, Bond Counsel, interest on the Notes is excluded for federal income tax purposes from the gross income of the owners of the Notes under existing law and is not a separate item of tax preference for purposes of the federal alternative minimum tax. Interest on the Notes is included in a corporation's "modified alternative minimum taxable income" for the purpose of the tax imposed pursuant to Section 59A of the Internal Revenue Code of 1986, as amended (the "Code"). Interest on the Notes is included in a corporation's "adjusted net book income" and "adjusted current earnings" for the purpose of adjustments to the "alternative minimum taxable income" of a corporation (other than an S corporation, a regulated investment company, a real estate investment trust or a REMIC) under Section 55 of the Code. Moreover, the ownership of the Notes may result in collateral federal income tax consequences to financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits and taxpayers whom may be deemed to have incurred or continued indebtedness to purchase or carry Notes. In addition, certain foreign corporations doing business in the United States may be subject to a "branch profits tax" on their effectively connected earnings and profits, including interest on the Notes. THE ABOVE DISCUSSION IS ONLY A BRIEF SUMMARY OF THE EFFECTS OF THE CODE, AND EACH PROSPECTIVE PURCHASER OF THE NOTES SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR REGARDING THE TAX EFFECT ON THE ECONOMIC VALUE OF THE NOTES. Interest Not Exempt from Wisconsin Income Taxes Interest on Notes issued by the District is not exempt from present Wisconsin income taxes. Owners of any of the Notes should consult with their personal tax advisors with respect to state and local tax consequences of holding the Notes.

NO DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS The Notes are NOT designated as "qualified tax-exempt obligations" for purposes of Section 265 of the Internal Revenue Code of 1986 relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.

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CONTINUING DISCLOSURE In order to assist the Underwriters in complying with SEC Rule 15c2-12 promulgated by the Securities and Exchange Commission, pursuant to the Securities Exchange Act of 1934 (the "Rule"), the Issuer shall covenant pursuant to an Award Resolution adopted by the Governing Body to enter into an undertaking (the "Undertaking") for the benefit of holders including beneficial holders of the Notes to provide certain financial information and operating data relating to the Issuer to certain information repositories annually, and to provide notices of the occurrence of certain events enumerated in the Rule to certain information repositories or the Municipal Securities Rulemaking Board and to any state information depository. The details and terms of the Undertaking, as well as the information to be contained in the annual report or the notices of material events, are set forth in the Continuing Disclosure Certificate to be executed and delivered by the Issuer at the time the Notes are delivered. Such Certificate will be in substantially the form attached hereto as Appendix B. The Issuer has never failed to comply in all material respects with any previous undertakings under the Rule to provide annual reports or notices of material events. A failure by the Issuer to comply with the Undertaking will not constitute an event of default on the Notes (although holders will have the right to obtain specific performance of the obligations under the Undertaking). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Notes in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Notes and their market price.

BOOK-ENTRY-ONLY SYSTEM The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Notes. The Notes 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 Note certificate will be issued for each maturity of the Notes, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest 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 2.2 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, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Income Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. 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 Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Notes on DTC’s records. The ownership interest of each actual purchaser of each Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes 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 Notes, except in the event that use of the book-entry system for the Notes is discontinued.

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To facilitate subsequent transfers, all Notes 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 Notes 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 Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Notes 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. Redemption notices shall be sent to DTC. If less than all of the securities within an issue 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 Notes unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer 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 Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Notes 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 Issuer or Agent, on 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, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Notes at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Note certificates are required to be printed and delivered. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Note certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.

LITIGATION There is no controversy or litigation of any nature now pending or, to the knowledge of the Milwaukee Area Technical College District, threatened, restraining or enjoining the issuance, sale, execution or delivery of the Notes, or in any way contesting or affecting the validity of the Notes or any proceedings of the District taken with respect to the issuance or sale thereof.

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LEGAL MATTERS

Legal matters incident to the authorization and issuance of the Notes are subject to the unqualified approving legal opinion of Michael Best & Friedrich LLP, Bond Counsel. Copies of such opinion will accompany the Notes and will be available at the time of the delivery of the Notes.

MISCELLANEOUS Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Bond Counsel has not assumed responsibility for this Official Statement or participated in its preparation (except with respect to the section entitled “Tax Exemption”) and has not performed any investigation as to its accuracy, completeness or sufficiency. The execution and delivery of this Official Statement by its Secretary has been duly authorized by the District. In accordance with SEC Rule 15c2-12, the Preliminary Official Statement is deemed final except for the omission of certain information described in the rule.

AUTHORIZATION This Official Statement has been approved for distribution to prospective purchasers and the Underwriter of the $1,000,000 General Obligation Promissory Notes, Series 2007-08K, dated July 15, 2008 of the Milwaukee Area Technical College District. The District will provide to the Underwriter of the above Notes at the time of delivery of the Notes, a certificate confirming to the Underwriter that, to the best of its knowledge and belief, the Official Statement with respect to the Notes, together with any supplements thereto, at the time of the adoption of the Award Resolution and at the time of delivery of the Notes, was true and correct in all material respects and did not at any time contain an untrue statement of a material fact or omit to state a material fact required to be stated, where necessary to make the statements, in light of the circumstances under which they were made, not misleading.

MILWAUKEE AREA TECHNICAL COLLEGE DISTRICT

By /s/ Ann Wilson Secretary

APPENDIX A

MILWAUKEE AREA TECHNICAL COLLEGE DISTRICT,

WISCONSIN

BASIC FINANCIAL STATEMENTS AND RELATED NOTES

FOR THE YEAR ENDED JUNE 30, 2007

VIRCHOW, KRAUSE & COMPANY, LLP MILWAUKEE, WISCONSIN

The Auditor was not asked to perform any additional review in connection with this Official Statement.

rmoskonas

Rectangle

APPENDIX B

FORM OF

CONTINUING DISCLOSURE

AGREEMENT

$1,000,000 Milwaukee Area Technical College District, Wisconsin

General Obligation Promissory Notes, Series 2007-2008K CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”) is executed and delivered by the Milwaukee Area Technical College District, Wisconsin (the “District”), in connection with the issuance of $1,000,000 General Obligation Promissory Notes, Series 2007-2008K (the “Notes”). The Notes are being issued pursuant to the Resolutions dated May 27, 2008 and June 24, 2008 (the “Resolutions”). The District covenants and agrees as follows: Section 1. Purpose of Continuing Disclosure Agreement. This Continuing Disclosure Agreement is being executed and delivered by the District for the benefit of the Noteholders and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolutions which apply to any capitalized term used in this Continuing Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Continuing Disclosure Agreement. “Audited Financial Statements” shall mean the District's annual financial statements, which are currently prepared in accordance with generally accepted accounting principles (GAAP) for governmental units as prescribed by the Governmental Accounting Standards Board (GASB) and which the District intends to continue to prepare in substantially the same form. “Dissemination Agent” shall mean any Dissemination Agent designated in writing by the District which has filed with the District a written acceptance of such designation. “District Contact” shall mean the Vice President, Finance of the District, Milwaukee Area Technical College, Room 278, 700 West State Street, Milwaukee, Wisconsin 53233; Telephone: (414) 297-6492. “Fiscal Year” means the fiscal year of the District, currently ending on June 30 of each year. “Listed Events” shall mean any of the events listed in Section 5(a) of this Continuing Disclosure Agreement. “Material Event” means any of the events listed in Section 5(a) of this Continuing Disclosure Agreement”

“MSRB” means the Municipal Securities Rulemaking Board located at 1900 Duke Street, Suite 600, Alexandria, Virginia 22314. “National Repository” shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Currently, the following are National Repositories: Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 E-mail: munis @ bloomberg.com FT Interactive Data Attn: NRMSIR 100 William Street New York, NY 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 E-mail: NRMSIR@FTID.com Standard & Poor’s Securities Evaluations, Inc. 55 Water Street 45th Floor New York NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 E-mail: nrmsir_repository@sandp.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201) 947-0107 E-mail: nrmsir @ dpcdata.com “Noteholder” shall mean the registered owner of any of the Notes. “Official Statement” shall mean the final official statement dated June 24, 2008 delivered in connection with the Notes, which is available from the MSRB. “Participating Underwriter” shall mean the original underwriter the Notes required to comply with the Rule in connection with offering of the Notes. “Repository” shall mean each National Repository and each State Repository.

“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “State Repository” shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule. As of the date of this Agreement, there is no State Repository. “Tax-exempt” shall mean that interest on the Notes is excluded from gross income for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating any other tax liability, including any alternative minimum tax or environmental tax. Section 3. Provision of Annual Reports. (a) The District shall, or shall cause the Dissemination Agent to, not later than 270 days after the end of the District's fiscal year in each year, commencing with the fiscal year ending June 30, 2008, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Continuing Disclosure Agreement. Not later than fifteen (15) Business Days prior to said date, the District shall provide the Annual Report to the Dissemination Agent, if any. 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 Continuing Disclosure Agreement; provided that the audited financial statements of the District may be submitted separately from the balance of the Annual Report and that, if Audited Financial Statements are not available within 270 days after the end of the Fiscal Year, unaudited financial information will be provided, and Audited Financial Statements will be submitted to each Repository when and if available. (b) If the District is unable or fails to provide an Annual Report to the Repositories by the date required above, the District shall, in a timely manner, send a notice of that fact to the National Repositories, the MSRB and any State Repository. (c) The District shall determine each year prior to the date for providing the Annual Report, the name and address of each National Repository and each State Repository, if any. (d) The Dissemination Agent, if any, shall: (i) determine each year prior to the date for providing the Annual Report the

name and address of each National Repository and each State Repository, if any; and (ii) file a report with the District certifying that the Annual Report has been

provided pursuant to this Continuing Disclosure Agreement, stating the date it was provided, and listing all the Repositories to which it was provided.

Section 4. Content of Annual Reports. The District's Annual Report shall contain or incorporate by reference the Audited Financial Statements of the District, current general fund budget summary and updates of the following sections of the Official Statement to the extent such financial information and operating data are not included in the Audited Financial Statements: Tax Levies, Rates and Collections Equalized Valuations Indebtedness of the District - Direct Indebtedness 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 District is an “obligated person” (as defined by the Rule), which have been filed with each of the Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so incorporated by reference 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: (1) Principal and interest payment delinquencies; (2) Nonpayment 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 Notes; (7) Modifications to the rights of holders of the Notes; (8) Unscheduled bond calls; (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the Notes; and (11) Rating changes. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would constitute material information for Owners of Notes, provided, that any event under subsection (a)(6) will always be deemed to be

material. (c) If the District has determined that knowledge of the occurrence of a Listed Event would be material, the District shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository (the Repositories). Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the holders of affected Notes pursuant to the Resolution. (d) Unless otherwise required by law and subject to technical and economic feasibility, the District shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the District's information. Section 6. Termination of Reporting Obligation. The District's obligations under this Continuing Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Notes. Section 7. District Contact/Dissemination Agent. Information may be obtained from the District Contact. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Agreement, the District may amend this Continuing Disclosure Agreement, and any provision of this Continuing Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been affective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. Section 9. Additional Information. Nothing in this Continuing Disclosure Agreement shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Agreement or any other means of communication, or including any other information or notice of occurrence of a Listed Event, in addition to that which is required by this Continuing Disclosure Agreement. If the District chooses to include any information or notice of occurrence of a Listed Event in addition to that which is specifically required by this Continuing Disclosure Agreement, the District shall have no obligation under this Agreement to update such information or include it in any future notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the District to comply with any provision of this Continuing Disclosure Agreement any Noteholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Continuing Disclosure Agreement. A default under this Continuing Disclosure Agreement shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Continuing Disclosure Agreement in the event of any

failure of the District to comply with this Continuing Disclosure Agreement shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent, if any, shall have only such duties as are specifically set forth in this Continuing Disclosure Agreement, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Notes. Section 12. Beneficiaries. This Continuing Disclosure Agreement shall inure solely to the benefit of the District, the Dissemination Agent, if any, the Participating Underwriters, the Noteholders from time to time of the Notes and shall create no rights in any other person or entity. IN WITNESS WHEREOF, we have executed this Continuing Disclosure Agreement in our official capacities effective July 15, 2008. MILWAUKEE AREA TECHNICAL COLLEGE DISTRICT, WISCONSIN By: Bobbie Webber, Chairperson By: Ann Wilson, Secretary