EXHIBIT 99(K)(6)
TRUST REIMBURSEMENT AGREEMENT
This TRUST REIMBURSEMENT AGREEMENT dated as of this ___ day of November,
1998, between ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. ("▇▇▇▇▇▇▇ ▇▇▇▇▇") and ANZ Exchangeable
Preferred Trust II, a business trust created pursuant to the Business Trust Act
of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C.
(Sections 3801 et seq.)) (such trust and the trustees thereof acting in their
capacities as such being referred to herein as the "Trust").
WHEREAS, the Trust has filed with the Securities and Exchange Commission a
registration statement on Form N-2 (File Nos. 333-65849 and 811-09069) and Pre-
Effective Amendment No. 1 thereto in connection with the offering (the
"Offering") of up to __________ of its Trust Units Exchangeable for Preference
SharesSM pursuant to a Purchase Agreement, dated as of November __, 1998, among
the Trust, Australia and New Zealand Banking Group Limited and the Underwriters
named therein (the "Purchase Agreement"); and
WHEREAS, the Trust desires to make provisions for the payment of certain
initial expenses of the Trust relating to the Offering.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement and other valuable consideration, the parties agree
as follows:
1. DEFINITIONS. Capitalized terms used herein and not defined herein shall
have the meanings ascribed thereto in the Purchase Agreement.
2. AGREEMENT TO REIMBURSE OFFERING EXPENSES. On the Closing Date, the Trust
agrees to reimburse ▇▇▇▇▇▇▇ ▇▇▇▇▇ for all fees and expenses set forth in
Schedule I hereto.
3. NO ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. No party to this Agreement
may assign its rights or delegate its duties hereunder without the prior written
consent of the other party. Nothing herein, express or implied, shall give to
any person, other than the parties hereto and their respective successors and
assigns, any benefit of any legal or equitable right, remedy or claim hereunder.
4. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the
parties with respect to the matters contained herein and supersedes all prior
agreements or understandings. No amendment or modification of this Agreement
shall be valid unless the amendment or modification is in writing and is signed
by all the parties to this Agreement.
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/SM/ Service ▇▇▇▇ of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
5. NOTICES. All notices given by any party under this Agreement shall be
directed as follows (or to such other address for a particular party as shall be
specified by such party in a like notice given pursuant to this Section 5):
▇▇▇▇▇▇▇ ▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
The Trust: ANZ Exchangeable Preferred Trust II
c/o Puglisi & Associates
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Except as otherwise specifically provided herein, all notices and other
communications provided for hereunder shall be in writing and shall be deemed to
have been duly given if either (i) personally delivered (including delivery by
courier service or by Federal Express or any other nationally recognized
overnight delivery service for next day delivery) to the offices set forth
above, in which case they shall be deemed received on the first Business Day by
which delivery shall have been made to said offices, (ii) transmitted by any
standard form of telecommunication to the offices set forth above, in which case
they shall be deemed received on the first Business Day by which a standard
confirmation that such transmission occurred is received by the transmitting
party (unless such confirmation states that such transmission occurred after
5:00 P.M. on such first Business Day, in which case delivery shall be deemed to
have been received on the immediately succeeding Business Day), or (iii) sent by
certified mail, return receipt requested to the offices set forth above, in
which case they shall be deemed received when receipted for unless
acknowledgment of receipt is refused (in which case delivery shall be deemed to
have been received on the first Business Day on which such acknowledgment is
refused).
6. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.
8. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their authorized representatives the date first above written.
ANZ EXCHANGEABLE PREFERRED TRUST II
By: ___________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC.
By: ___________________________________
Authorized Signatory
SCHEDULE I
(Up-Front Expenses)
Item Amount
---- --------
SEC Registration Fee $63,940
NASD Fee 23,500
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Total $87,440