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3. Powers of the Custodian. The Custodian is authorized and empowered to: a. Hold assets in the name of the Custodian, which may include entering into depository arrangements for the safekeeping of records relevant to the ownership of such assets with any entity or entities as the Custodian may choose. b. Invest the assets of the Custodial Account in such investment vehicles as directed by Employer or a duly appointed investment advisor, including annuity or insurance contracts issued by licensed insurance companies, and to enter into amendments to such annuity or insurance contracts as so directed. The Custodian shall have no duty or responsibility to determine the appropriateness of any Plan(s) investment, or to cause such investments to be changed. The Employer shall be responsible to determine whether the Plan(s) and the investments directed by it are authorized by state law. The Custodian shall forward all notices, proposed contract amendments, rate or fee changes or other communications regarding all annuity or insurance contracts held in the Custodial Account to the Employer, and shall act on behalf of the Custodial Account with respect to any such notice, proposed amendment, change, or other communication only as directed by the Employer. Any rights of a contractholder under any such group annuity contract to discontinue, amend, or otherwise modify the contract shall be exercised only upon the specific written direction of the Employer to the issuer of the contract or by the Custodian at the Employer's express written direction. C. Make transfers among investment vehicles or disbursements from the Custodial Account as directed by the Employer or, if applicable, by the Plan(s) participants. d. Employ agents other than persons on its regular payroll and delegate to them such ministerial and other non - discretionary duties as it sees fit and to rely upon such information furnished by such agents. e. Deliver proxy and other materials for securities held in the Custodial Account, including offers to tender or exchange such securities, to the Employer or otherwise as the Employer may direct in writing. f Pay taxes of any and all kinds levied or assessed against the Custodial Account as directed by the Employer. g. Delegate to Great -West, any or all ministerial duties arising out of this Agreement, and appoint Great -West as agent of Custodian for such purposes, including opening accounts with investment companies, paying expenses and making distributions from the Custodial Account. In no event shall Custodian delegate to Great -West the right to hold title to the assets of the Plan(s) or Custodial Account. h. Make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any other instruunents that may be necessary or appropriate to carry out the custodianship duties and powers. i. Bold uninvested such cash fluids as may appear reasonably necessary based upon directions of the Employer to meet the anticipated cash requirements of the Plan(s) from time to time and to deposit the same or any pall thereof, either separately or together with other funds under the control of the Custodian, in its own deposit department or to deposit the same in its name as Custodian in such other depositories as it may select. 457(b) City of Santa Ana GVT Wells Fargo custodial agrmt 02 -24 -15 Page 3