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George K. Baum & Company J.P. Morgan NEW ISSUE Ratings BOOK-ENTRY-ONLY Fitch: “AA” S&P: “AA-” In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest on the Series 2010A Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes, except as described herein, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The interest on the Series 2010A Bonds is exempt from income taxation by the State of Missouri. The Series 2010A Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See “TAX MATTERS” in this Official Statement. $33,895,000 MISSOURI DEVELOPMENT FINANCE BOARD CULTURAL FACILITIES REVENUE BONDS (THE NELSON GALLERY FOUNDATION) SERIES 2010A Dated: March 9, 2010 Due: See Inside Cover The Series 2010A Bonds and the interest thereon are special, limited obligations of the Missouri Development Finance Board (the “Board”), payable solely from certain payments made under a Loan Agreement, dated as of February 15, 2010 (the “Loan Agreement”), between the Board and The Nelson Gallery Foundation (the “Foundation”). The Series 2010A Bonds are issued and secured under a Bond Trust Indenture, dated as of February 15, 2010 (the “Indenture”), between the Board and Commerce Bank, N.A., Kansas City, Missouri, as trustee (the “Trustee”), as described herein. The Series 2010A Bonds do not constitute a debt or liability of the State of Missouri (the “State”) or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and do not constitute a pledge of the faith and credit of the State or of any political subdivision thereof. The issuance of the Series 2010A Bonds will not, directly, indirectly or contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Board has no taxing power. The Series 2010A Bonds are issuable as fully registered bonds and, when issued, will be initially 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 2010A Bonds will be made in book-entry-only form in denominations of $5,000 or any integral multiple thereof. Payments of the principal of, and interest on the Series 2010A Bonds will be made directly to DTC or its nominee, Cede & Co., by the Trustee, so long as DTC or Cede & Co. is the sole registered owner. Disbursement of such payments to DTC’s Participants is the responsibility of DTC, and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and the Indirect Participants, as more fully described herein. See “BOOK- ENTRY-ONLY SYSTEM.” Principal of the Series 2010A Bonds will be payable on each December 1 in the years shown on the inside cover page. Interest on the Series 2010A Bonds is payable on each June 1 and December 1, beginning on June 1, 2010. The Series 2010A Bonds are subject to redemption as described herein. The Series 2010A Bonds are offered when, as and if issued by the Board and accepted by the Underwriters, subject to the approval of legality thereof by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, and certain other conditions. Certain legal matters related to this Official Statement will be passed upon by Gilmore & Bell, P.C., Kansas City, Missouri. Certain legal matters will be passed upon for the Board by Gilmore & Bell, P.C., Kansas City, Missouri; and for the Foundation by Husch Blackwell Sanders, LLP, Kansas City, Missouri. It is expected that the Series 2010A Bonds in definitive form will be available for delivery at DTC on or about March 9, 2010. George K. Baum & Company J.P. Morgan The date of this Official Statement is February 24, 2010 $33,895,000 MISSOURI DEVELOPMENT FINANCE BOARD CULTURAL FACILITIES REVENUE BONDS (THE NELSON GALLERY FOUNDATION) SERIES 2010A MATURITY SCHEDULE Maturity Principal Interest (Dec. 1) Amount Rate Yield CUSIP 2010 $ 455,000 2.000% 0.700% 606037 BV0 2011 45,000 2.000 1.000 606037 BW8 2012 615,000 2.000 1.300 606037 BJ7 2012 1,785,000 5.125 1.300 606037 BX6 2013 500,000 2.250 1.550 606037 BK4 2013 2,005,000 5.125 1.550 606037 BY4 2014 125,000 2.500 1.900 606037 BL2 2014 2,495,000 5.000 1.900 606037 BZ1 2015 1,210,000 2.500 2.350 606037 BM0 2015 1,540,000 5.000 2.350 606037 CA5 2016 565,000 4.000 2.700 606037 BN8 2016 2,290,000 5.000 2.700 606037 CB3 2017 380,000 3.250 3.000 606037 BP3 2017 2,615,000 5.000 3.000 606037 CC1 2018 3,135,000 5.000 3.250 606037 BQ1 2019 285,000 4.000 3.450 606037 BR9 2019 3,005,000 5.000 3.450 606037 CD9 2020 3,450,000 5.000 3.550 606037 BS7 2021 2,380,000 3.500 3.650 606037 BT5 2021 1,245,000 5.000 3.600 606037 CE7 2022 1,770,000 3.500 3.750 606037 BU2 2022 2,000,000 5.000 3.650 606037 CF4 REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesman or other person has been authorized by the Board, the Foundation or the Underwriters to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of fact. The information set forth herein has been obtained from the Board, the Foundation and other sources believed to be reliable, but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Board or the Underwriters. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Board or the Foundation since the date hereof. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of that information. IN CONNECTION WITH THE OFFERING OF THE SERIES 2010A BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2010A BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE SERIES 2010A BONDS HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FOUNDATION AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. EXCEPT FOR INFORMATION CONCERNING THE BOARD IN THE SECTIONS OF THIS OFFICIAL STATEMENT CAPTIONED “THE BOARD” AND “LITIGATION - THE BOARD,” NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE BOARD, AND THE BOARD MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. ______________________________ CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT ______________________________ Certain statements included or incorporated by reference in this Official Statement constitute “forward- looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “anticipate,” “budget” or other similar words. Such forward looking statements include, among others, certain statements under “RESULTS OF OPERATIONS” – Management’s Discussion and Analysis of Results of Operations” in Appendix A to this Official Statement and certain statements under “BONDOWNERS’ RISKS” in the forepart of this Official Statement. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE FOUNDATION DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THE EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR.
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