EX-99 4 dex99.txt THIRD AMENDMENT TO TRUST AGREEMENT Exhibit 99 ---------- 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/ Robert F. Mougeot 4/4/01 By: /s/ Carolyn Redden 5/8/01 -------------------------------- ----------------------------- Robert F. Mougeot Date Vice President Date Chairman By: /s/ Peter C. Lewis 4/4/01 -------------------------------- Peter C. Lewis Date Secretary and Member Schedule "B" FEE SCHEDULE ------------ Recordkeeping Fees ------------------ * 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; Neuberger Berman 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 -------- 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. 2 Trustee Fee ----------- 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 ---- 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/ Robert F. Mougeot 4/4/01 By: /s/ Carolyn Redden 5/8/01 ------------------------------------ ------------------------------- Robert F. Mougeot Date Vice President Date Chairman By: /s/ Peter C. Lewis 4/4/01 ------------------------------------ Peter C. Lewis Date Secretary and Member 3