not expected that the proceeds of said issue of Bonds will be used in a

manner that would cause such obligations to be arbitrage bonds, such

certificate to be made in accordance with the provisions of the Internal

Revenue Service Regulations 1. 103-13(a)(2)(ii) adopted by the Department

of the Treasury, Internal Revenue Service, pursuant to Section 103(d) of

the Code.

           Section 2. 13. A certified copy of this Series C Resolution shall

be filed with the Trustee, and the same shall take effect immediately

upon its adoption and the filing of a certified copy hereof with the Trustee.

           ADOPTED: December 11. 1973




                                                 C hairman
                                              Board of Trustees
(SEAL)                                      University of Kentucky


ATTEST:




            Secretary



- 25 - (UK; Comm. Coll; Series C; (73))