ex25_1.htm

Exhibit 25.1

UNITED STATES

securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

William Diaz

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 466-6781

(Name, address and telephone number of agent for service)

Essex Portfolio, L.P.

(Exact name of Registrant as Specified in its Charter)

California		77-0369575
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

925 East Meadow Drive
Palo Alto, California		94303
(Address of Principal Executive Offices)		(Zip Code)

3.625% Senior Notes due 2022

(Title of the Indenture Securities)

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of September 30, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

Not applicable.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City and County of San Francisco, State of California on the 6th day of February, 2013.

	By:	/s/ Andrew Fung
		Andrew Fung
		Vice President

Exhibit 2

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, el seq, as amended, and 12 USC 1, el seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. "U.S. Bank National Association," Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today, May

	9, 2012, I have hereunto subscribed my

	name and caused my seal of office to be

	affixed to these presents at the U.S.

	Department of the Treasury, in the City of

	Washington, District of Columbia.


	/s/ Thomas J. Curry
	Comptroller of the Currency

Exhibit 3

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I. John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. "U.S. Bank National Association," Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668.12 USC 92a. and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today,

	September 14, 2011, I have hereunto

	subscribed my name and caused my seal of

	office to be affixed to these presents at the

	U.S. Department of the Treasury, in the City

	of Washington. District of Columbia.


	/s/ John Walsh
	Acting Comptroller of the Currency

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 6, 2013

	By:	/s/ Andrew Fung
		Andrew Fung
		Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

1. As of 9/30/2012

($000’s)

	9/30/2012
Assets
Cash and Balances Due From	$	9,381,745
Depository Institutions
Securities		73,560,962
Federal Funds		54,418
Loans & Lease Financing Receivables		216,024,463
Fixed Assets		5,197,616
Intangible Assets		12,193,832
Other Assets		26,214,236
Total Assets	$	342,627,272

Liabilities
Deposits	$	248,628,028
Fed Funds		4,356,963
Treasury Demand Notes		0
Trading Liabilities		389,944
Other Borrowed Money		31,814,742
Acceptances		0
Subordinated Notes and Debentures		5,846,882
Other Liabilities		12,415,475
Total Liabilities	$	303,452,034

Equity
Common and Preferred Stock		18,200
Surplus		14,133,290
Undivided Profits		22,926,251
Minority Interest in Subsidiaries	$	2,097,497
Total Equity Capital	$	39,175,238

Total Liabilities and Equity Capital	$	342,627,272