Exhibit 99
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THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND
FIDELITY MANAGEMENT TRUST COMPANY
THIS THIRD AMENDMENT TO TRUST AGREEMENT, is made and entered into April 1,
2001, by and between Fidelity Management Trust Company (the "Trustee") and
Hawaiian Electric Industries, Inc. (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated February 1, 2000, and amended August 1, 2000, and November 1,
2000 (the "Trust Agreement"), for the Hawaiian Electric Industries Retirement
Savings Plan (the "Plan"); and
WHEREAS, the Sponsor and Trustee have agreed to reduce the Annual
Participation Fee to $0; and
WHEREAS, in furtherance of the foregoing, the Trustee and the Sponsor
desire to amend said Trust Agreement as provided for in Section 13 thereunder;
NOW THEREFORE, in consideration of the above premises, the Trustee and the
Sponsor hereby amend the Trust Agreement by:
(1) Amending and restating Schedule "B", as attached.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Third
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
HAWAIIAN ELECTRIC FIDELITY MANAGEMENT TRUST
INDUSTRIES, INC. COMPANY
BY: HAWAIIAN ELECTRIC
INDUSTRIES, INC. PENSION
INVESTMENT COMMITTEE
By: /s/ Xxxxxx X. Xxxxxxx 4/4/01 By: /s/ Xxxxxxx Xxxxxx 5/8/01
-------------------------------- -----------------------------
Xxxxxx X. Xxxxxxx Date Vice President Date
Chairman
By: /s/ Xxxxx X. Xxxxx 4/4/01
--------------------------------
Xxxxx X. Xxxxx Date
Secretary and Member
Schedule "B"
FEE SCHEDULE
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Recordkeeping Fees
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* Annual Participation Fee: $0 per participant.
* Minimum Required Distribution (MRD): $25.00 per MRD recipient per year.
* Plan Establishment Fee: $2,500.00
* Loan Fee: Establishment fee of $35.00 per loan
account; annual fee of $15.00 per loan
account.**
* Plan Sponsor WebStation (PSW): All User ID fees waived.
* NetBenefits: All User ID fees waived.
* Non-Fidelity Mutual Funds: .35% annual administrative fee on the
following Non-Fidelity Mutual Fund
assets which are equity/balanced funds:
MAS Value Portfolio Adviser; Xxxxxxxxx
Xxxxxx Partners Fund-Trust Class and
the PBHG Emerging Growth Fund; .25%
annual administration fee plus an $8.00
per participant fee on all INVESCO
Dynamics Fund assets (to be paid by the
Non-Fidelity Mutual Fund vendor).
* Other Fees: separate charges for optional nondiscrimination testing,
extraordinary expenses resulting from large numbers of simultaneous manual
transactions, from errors not caused by Fidelity, reports not contemplated in
this Agreement, corporate actions, or the provision of communications materials
in hard copy which are also accessible to participants via electronic services
in the event that the provision of such material in hard copy would result in an
additional expense deemed to be material.
** This fee will be imposed pro rata for each calendar quarter, or any part
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thereof, that it remains necessary to keep a participant's loans(s) as part of
the Plan's records through the calendar yearend for 1099R reporting.
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Trustee Fee
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Investment Options
* Sponsor Stock: 0.10% per annum of such assets in the
Trust payable quarterly on the basis of
such assets as of the average market
value for each calendar quarter. In no
event will the fee be less than $10,000
nor more than $35,000 per year.
* Others: None.
Note: These fees have been negotiated and accepted based on the following
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Plan characteristics, as of 3/22/01: 1 plan in the relationship, plan
assets of $189.9 million, participation of 3,152 participants, Sponsor
Stock assets of $44.6 million, total Fidelity actively managed Mutual Fund
assets of $105.4 million, total Fidelity nonactively managed Mutual Fund
assets of $16.4 million, total Non-Fidelity Mutual Funds and ASB MMA assets
of $23.5 million, projected net cash flows of $0.0 million per year, and up
to 18 investment options. Subject to Section 13 of the Trust Agreement,
fees will be subject to review when the Sponsor requests a change to the
Plan and/or the Plan characteristics have changed by +/- 10%.
HAWAIIAN ELECTRIC FIDELITY MANAGEMENT TRUST
INDUSTRIES, INC. COMPANY
BY: HAWAIIAN ELECTRIC
INDUSTRIES, INC. PENSION
INVESTMENT COMMITTEE
By: /s/ Xxxxxx X. Xxxxxxx 4/4/01 By: /s/ Xxxxxxx Xxxxxx 5/8/01
------------------------------------ -------------------------------
Xxxxxx X. Xxxxxxx Date Vice President Date
Chairman
By: /s/ Xxxxx X. Xxxxx 4/4/01
------------------------------------
Xxxxx X. Xxxxx Date
Secretary and Member
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