This paper is the third in Pioneer Institute's "UMass at a Crossroads" series. This report takes a closer look at the university's growing dependency on increases in tuition and fees and expansion of out-of-state and international student enrollment to support continued expansion of the university. The first report examined whether UMass' continuing strategy of enrollment expansion makes sense given forecasts by the Western Interstate Commission for Higher Education of an 11.4 percent decline in Massachusetts high school graduates over the next twelve years. This study examines more closely the university's strategy of increasing out-of-state and international enrollment as a means of increasing revenue through higher tuition rates paid by this group of students. As this paper explains, UMass-Amherst made offers of admission to more out-of-state and international applicants to its 2015-2016 freshman class than it did to Massachusetts applicants for the first time in university history. Growing out-of-state enrollment is not limited to undergraduate programs at UMass. Overall, in-state students are in the minority in UMass graduate programs, representing 30 percent of the total master's degree student population. This study also examines state funding as measured by state support per full-time equivalent student (FTE), showing that Massachusetts' higher education institutions (including UMass, the state colleges and community colleges) receive the second highest level of state financial support of New England higher education systems by this metric, and also receive more than the national average. Pioneer Institute questions whether UMass' current strategy of increasing out-of-state and international enrollment is consistent with its primary mission of serving in-state students. Furthermore, this report raises the question of whether it makes sense to provide UMass with additional state funding for capital expansion if the intent of the expansion is in large part intended to attract and educate a rising percentage of out-of-state students. The recommendations of this report call for the Governor, state education leaders, the state legislature, and university leaders to consider whether UMass' current strategy of expanding the university's facilities and enrollment capacity in order to serve a growing percentage of out-of-state students serves the financial and educational interest of Massachusetts residents. [For "UMass at a Crossroads Part 1: Is the UMass Enrollment Expansion Plan Sustainable? White Paper No. 145," see ED598651. For "UMass at a Crossroads Part 2: Is UMass' Expansion Fiscally Sustainable? White Paper No. 146," see ED598659.]