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BROKER-DEALER AGREEMENT <br /> between <br /> THE BANK OF NEW YORK, <br /> as Auction Agent <br /> and <br /> SMITH BARNEY SHEARSON INC., <br /> as Broker-Dealer <br /> Dated as of March 1, 1994 <br /> Relating to <br /> Santa Ana Financing Authority <br /> Police Administration and Holding Facility <br /> Lease Revenue Bonds, Series 1994A <br /> Auction Rate Securities <br /> Inverse Rate Securities <br />