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APR 2 3 2012 <br />N-2012-045 <br />FMS G? <br />GhnTHE BANK OF NEW YORK MELLON <br />?ucxr? ? <br />-3 9 <br />CUSTODY AGREEMENT <br />(U.S. Securities) - <br />AGREEMENT, date as of March 1, 20126etween ("Customer") City of Santa Ana and <br />The Bank of New York Mellon Trust Company, National Association ("Custodian"). <br />ARTICLE I <br />DEFINITIONS <br />Whenever used in this Agreement, the following words shall have the meanings set forth below: <br />1. "Authorized Person" shall be any person, whether or not an officer or employee of Customer, duly authorized by <br />Customer to give Written Instructions on behalf of Customer, such persons to be designated in a Certificate of Authorized Persons <br />which contains a specimen signature of such person. <br />2. "BNY Affiliate" shall mean any office, branch or subsidiary of The Bank of New York Mellon Company, Inc. <br />3. "Book Entry System" shall mean the Federal Reserve/Treasury book entry system for receiving and delivering <br />securities, its successors and nominees. <br />4. "Business Day" shall mean any day on which Custodian, Book Entry System and relevant Depositories are open <br />for business. <br />5. Depository" shall include the Depository Trust Company, the Participants Trust Company and any other securities <br />depository or clearing agency (and their respective successors and nominees) registered with the Securities and Exchange Commission <br />or otherwise authorized to act as a securities depository or clearing agency <br />6. "U.S. Securities" shall include, without limitation, common stock and other equity securities, bonds, debentures <br />and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or <br />subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in the Book- <br />Entry System, a Depository or on the books of the issuer). <br />7. "Written Instructions" shall mean written communications actually received by Custodian by S.W.I.F.T., tested <br />telex, letter, email, facsimile transmission, or other method or system specified by Custodian as available for use in connection with <br />the services hereunder. <br />ARTICLE II <br />APPOINTMENT OF CUSTODIAN; ACCOUNTS; <br />REPRESENTATION AND WARRANTIES <br />1. Customer hereby appoints Custodian as custodian of all U.S. Securities and cash at any time delivered to Custodian <br />during the term of this Agreement, and authorizes Custodian to hold U.S. Securities in registered form in its name or the name of its <br />nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash <br />accounts in the name of Customer (collectively, the "Account") in which it will hold U.S. Securities and cash as provided herein. <br />2. Customer hereby represents and warrants, which representations and warranties shall be continuing and shall be <br />deemed to be reaffirmed upon Written Instruction given by Customer, that: