HEI EXHIBIT 99.8
SIXTH AMENDMENT TO TRUST AGREEMENT BETWEEN
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND
FIDELITY MANAGEMENT TRUST COMPANY
THIS SIXTH AMENDMENT TO TRUST AGREEMENT, is made and entered into effective
January 1, 2002, 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, November 1, 2000,
April 1, 2001, December 31, 2001 and April 1, 2002 (the "Trust Agreement") for
the Hawaiian Electric Industries Retirement Savings Plan (the "Plan"); and
WHEREAS, the Sponsor has notified the Trustee that, the Sponsor has amended
the Plan document to convert the HEI Common Stock Fund to an ESOP component of
the Plan; and
WHEREAS, in furtherance of the foregoing, the Sponsor and the Trustee
desire to amend said Trust Agreement as provided for in Section 13 thereunder;
NOW THEREFORE, in consideration of the above premises, the Sponsor and the
Trustee hereby amend the Trust Agreement by:
(1) Amending and restating Section 4 (d) in its entirety, as follows:
(d) Sponsor Stock. Trust investments in HEI common stock shall be
made via the HEI Common Stock Fund (the "Stock Fund"). Investments in the Stock
Fund shall consist primarily of shares of HEI common stock. The Stock Fund shall
also include cash or short-term liquid investments, in accordance with this
paragraph, in amounts designed to satisfy daily participant exchange or
withdrawal requests. Such holdings will include Colchester Street Trust: Money
Market Portfolio: Class I or such other Mutual Fund or commingled money market
pool as agreed to in writing by the Sponsor or the PIC and Trustee. To satisfy
the Stock Fund's cash needs for participant-directed distributions and
exchanges, a target range for cash shall be maintained in the Stock Fund. Such
target range is currently 2%, +/-0.2%, and may be changed as agreed to in
writing by the Sponsor or the PIC and the Trustee via letter of direction.
Subject to its ability to execute open-market trades in HEI common stock or to
otherwise trade with the Sponsor, the Trustee shall be responsible for ensuring
that the short-term investments held in the Stock Fund falls within the
agreed-upon range over time. Each participant's proportional interest in the
Stock Fund shall be measured in units of participation, rather than shares of
HEI common stock. Such units shall represent a proportionate interest in all of
the assets of the Stock Fund, which includes shares of
HEI common stock, short-term investments and at times, receivables and payables
(such as receivables and payables arising out of unsettled stock trades). The
Trustee shall determine a daily net asset value ("NAV") for each unit
outstanding of the Stock Fund. Valuation of the Stock Fund shall be based upon:
(a) the closing price of the stock on the principal national securities exchange
on which the HEI common stock is traded; (b) if such price is unavailable, the
latest available price as reported by the principal national securities exchange
on which the HEI common stock is traded (the "Closing Price"); or (c) if neither
is available, the price determined in good faith by the Trustee. The NAV shall
be adjusted for gains or losses realized on sales of HEI common stock,
appreciation or depreciation in the value of those shares owned, and interest on
the short-term investments held by the Stock Fund, payables and receivables for
pending stock trades, receivables for dividends not yet distributed, and
payables for other expenses of the Stock Fund, including principal obligations,
if any, and expenses that, pursuant to Sponsor direction, the Trustee accrues or
pays from the Stock Fund. Dividends on shares of Sponsor Stock held in the Stock
Fund shall be: (a) paid to Participants in cash; or (b) retained by the Trustee
in the Stock Fund and used to allocate additional units of such fund to the
accounts of Participants who have elected to have dividends reinvested. The
Trustee will establish and maintain procedures as described in Schedule "K" to
allow Plan participants to elect to reinvest dividends or to amend such
elections in order to receive dividend payments from the Stock Fund in cash. In
the absence of valid Participant direction to the contrary, the Named Fiduciary
directs the Trustee to reinvest the Participant's dividend in additional shares
of the Stock Fund. The Trustee shall pay out or reinvest the dividend in
accordance with Schedule "K", attached hereto.
(i) Acquisition Limit. The Trust will be invested in HEI common
stock to the extent necessary to comply with investment directions of
participants and beneficiaries in accordance with this Agreement. The Sponsor
shall be responsible for providing specific direction on any acquisition limits
required by the Plan or for Sponsor's compliance with applicable law.
(ii) Responsibility of PIC. The PIC is responsible for offering
the Stock Fund as an investment option under the Plan. The Trustee shall not be
liable for any loss, or by reason of any breach of fiduciary responsibility,
which arises from the directions of the PIC with respect to the acquisition and
holding of HEI common stock, unless the Trustee knew or should have known that
the actions to be taken under those directions would be prohibited by ERISA or
would be contrary to the terms of this Agreement.
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(iii) Purchases and Sales of HEI common stock. Unless otherwise
directed by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and
sales of HEI common stock.
(A) Open Market Purchases and Sales. Purchase and sales of
HEI common stock shall be made on the open market in accordance with the
Trustee's standard trading guidelines, as they may be amended by the Trustee
from time to time, as necessary to honor exchange and withdrawal activity and to
maintain the target cash percentage and drift allowance for the Stock Fund,
provided that:
(1) If the Trustee is unable to purchase or sell the
total number of shares required to be purchased or sold on such day as a result
of market conditions; or
(2) If the Trustee is prohibited by the Securities and
Exchange Commission, the New York Stock Exchange or principal exchange on which
the HEI common stock is traded, or any other judicial or regulatory body from
purchasing or selling any or all of the shares required to be purchased or sold
on such day, then the Trustee shall purchase or sell such shares as soon
thereafter as administratively feasible.
(B) Purchases and Sales from or to Sponsor. If directed by
the Sponsor or PIC in writing prior to the trading date, the Trustee may
purchase or sell HEI common stock from or to the Sponsor if the purchase or sale
is for adequate consideration (within the meaning of section 3(18) of ERISA) and
no commission is charged. If Sponsor contributions or contributions made by the
Sponsor on behalf of the participants under the Plan are to be invested in the
Stock Fund, the Sponsor may transfer HEI common stock in lieu of cash to the
Trust. In either case, the number of shares to be transferred will be determined
by dividing the total amount of HEI common stock to be purchased or sold by the
Closing Price of the HEI common stock on the trading date, rounded up to the
nearest whole share.
(C) Use of an Affiliated Broker. The Sponsor hereby
authorizes the Trustee to use Fidelity Capital Markets, a division of National
Financial Services LLC ("Capital Markets") to provide brokerage services in
connection with any purchase or sale of HEI
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common stock on the open market, in accordance with directions from Plan
participants. Capital Markets shall execute such directions directly or through
its affiliates. The provision of brokerage services shall be subject to the
following:
(1) As consideration for such brokerage services, the
Sponsor agrees that Capital Markets shall be entitled to remuneration under this
authorization provision in an amount of no more than three and one-fifth cents
($.032) commission on each share of HEI common stock purchased or sold. Any
change in such remuneration may be made only by written agreement between
Sponsor and Trustee.
(2) The Trustee will provide the Sponsor with periodic
reports which summarize all securities transaction-related charges incurred with
respect to trades of HEI common stock for the Plan.
(3) Any successor organization of Capital Markets,
through reorganization, consolidation, merger or similar transactions, shall,
upon consummation of such transaction, become the successor broker in accordance
with the terms of this authorization provision, provided Capital Markets
provides advance written notice of such transfer to the Sponsor.
(4) The authorization by the Sponsor to use Capital
Markets for brokerage services as provided in this Section is terminable at will
by the Sponsor, without penalty to the Plan, upon receipt by the Trustee of a
written notice of termination, in accordance with Section 11 of this Agreement.
(iv) Execution of Purchases and Sales of Units. Unless otherwise
directed in writing pursuant to directions that the Trustee can administratively
implement, purchases and sales of units shall be made as follows:
(A) Subject to subparagraphs (B) and (C) below, purchases
and sales of units in the Stock Fund (other than for exchanges) shall be made on
the date on which the Trustee receives from the Sponsor or PIC in good order all
information, documentation, and wire transfers of funds
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(if applicable), necessary to accurately effect such transactions. Exchanges of
units in the Stock Fund shall be made in accordance with the Exchange Guidelines
attached hereto as Schedule "F".
(B) Aggregate sales of units in the Stock Fund on any day
shall be limited to the Stock Fund's Available Liquidity for that day. For these
purposes, Available Liquidity shall mean the amount of short-term investments
held in the fund decreased by any outgoing cash for expenses then due, payables
for loan principal, and obligations for pending stock purchases, and increased
by incoming cash (such as contributions, exchanges in, loan repayments) and to
the extent credit is available and allocable to the Stock Fund, receivables for
pending stock sales. In the event that the requested sales exceed the Available
Liquidity, then transactions shall be processed giving precedence to
distributions, loans and withdrawals, and otherwise on a first-in first-out
(FIFO) basis, as provided in Schedule "F-1" (the "Specified Hierarchy"). So long
as the Stock Fund is open for such transactions, sales of units that are
requested but not processed on a given day due to insufficient Available
Liquidity shall be suspended until Available Liquidity is sufficient to honor
such transactions in accordance with the Specified Hierarchy.
(C) The Trustee shall close the Stock Fund to sales or
purchases of units, as applicable, on any date on which trading in the HEI
common stock has been suspended or substantial purchase or sale orders are
outstanding and cannot be executed.
(v) Securities Law Reports. The Sponsor or PIC shall be
responsible for filing all reports required under Federal or state securities
laws with respect to the Trust's ownership of HEI common stock, including,
without limitation, any reports required under section 13 or 16 of the
Securities Exchange Act of 1934, and shall immediately notify the Trustee in
writing of any requirement to stop purchases or sales of HEI common stock
pending the filing of any report. The Trustee shall provide to the Sponsor or
PIC such information on the Trust's ownership of HEI common stock as the Sponsor
or PIC may reasonably request in order to comply with Federal or state
securities laws.
(vi) Voting and Tender Offers. Notwithstanding any other
provision of this Agreement, the provisions of this Section shall govern the
voting and tendering of HEI common stock. The Sponsor shall provide and pay for
all printing, mailing, tabulation and other costs associated with the voting and
tendering of HEI common stock. The Trustee, after consultation with the Sponsor,
shall prepare the necessary documents associated with the voting and tendering
of HEI common stock.
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(A) Voting.
(1) When the issuer of HEI common stock prepares for
any annual or special meeting, the Sponsor shall notify the Trustee at least
thirty (30) days in advance of the intended record date (or as soon as
administratively feasible) and the Trustee shall furnish to the Sponsor's
transfer agent the name, address and social security number of the participants
holding units in the Stock Fund, and each participant's interest (in number of
shares) as of the record date. The Sponsor shall prepare proxy materials and
voting instruction forms to be distributed to participants holding an interest
in the Stock Fund. The Sponsor shall provide the Trustee with a copy of any
materials provided to the participants and shall certify to the Trustee that the
materials have been mailed or otherwise sent to participants.
(2) Each participant with an interest in the Stock
Fund shall have the right to direct the Trustee as to the manner in which the
Trustee is to vote (including not to vote) that number of shares of HEI common
stock reflecting such participant's proportional interest in the Stock Fund
(both vested and unvested). Directions from a participant to the Trustee
concerning the voting of HEI common stock shall be communicated in writing, or
by such other means as is agreed upon by the Trustee and the Sponsor. These
directions shall be tabulated by an affiliate of the Sponsor or any other
organization deemed appropriate by the Sponsor, held in confidence, in
accordance with confidentiality procedures established by the Sponsor or PIC.
Upon its receipt of the directions, the Sponsor or PIC shall provide the Trustee
with an omnibus proxy form and the Trustee shall vote the shares of HEI common
stock reflecting the participant's proportional interest in the Stock Fund as
directed by the HEIRS participant. The Trustee shall vote shares of HEI common
stock reflecting the participant's proportional interest in the Stock Fund for
which it received no direction from participants in the same proportion on each
issue as it votes those shares reflecting a participant's proportional interest
in the Stock Fund for which it received voting directions from participants. The
Sponsor or PIC shall notify the Trustee of any situation regarding undue
influence including, but not limited to the following: tender offers, exchange
offers, contested board elections, mergers and the disposition of corporate
assets. In the event of any of the above mentioned actions, directions from a
participant concerning the voting of HEI common stock shall be communicated to
the Trustee. Directions from a participant to the Trustee concerning the voting
of HEI common stock shall be communicated in writing, or by such other means as
is agreed upon by the Trustee and Sponsor. These directions shall be held in
confidence by the Trustee
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and shall not be divulged to the Sponsor, or any officer or employee thereof, or
any person except (i) as necessary to meet applicable legal requirements, (ii)
in the case of any contested proxy solicitation, as may be necessary to permit
proper parties to verify the propriety of proxies presented by any person and
the results of the voting, and (iii) in the event a shareholder has made a
written comment on the proxy form. In addition, the Trustee will provide the
Sponsor as reasonably requested by the Sponsor, periodic reports indicating the
number of shares voted and not voted. Upon its receipt of the directions, the
Trustee shall vote the shares of HEI common stock reflecting the participant's
proportional interest in the Stock Fund as directed by the participant. Except
as otherwise required by law, the Trustee shall vote shares of HEI common stock
reflecting the participant's proportional interest in the Stock Fund for which
it has received no direction from the participant in the same proportion on each
issue as it votes those shares reflecting the participant's proportional
interest in the Stock Fund for which it has received voting directions from
participants.
(3) Except as otherwise required by law, the Trustee
shall vote that number of shares of HEI common stock not credited to
participants' accounts in the same proportion on each issue as it votes those
shares credited to participants' accounts for which it received voting
directions from participants.
(B) Tender Offers.
(1) Upon commencement of a tender offer for any
securities held in the Trust that are HEI common stock, the Sponsor shall notify
each Plan participant with an interest in such HEI common stock of the tender
offer and utilize its best efforts to timely distribute or cause to be
distributed to the participant the same information that is distributed to all
shareholders of HEI common stock in connection with the tender offer, and, after
consulting with the Trustee, shall provide and pay for a means by which the
participant may direct the Trustee whether or not to tender the HEI common stock
reflecting such participant's proportional interest in the Stock Fund (both
vested and unvested). The Sponsor shall provide the Trustee with a copy of any
material provided to the participants and shall certify to the Trustee that the
materials have been mailed or otherwise sent to participants.
(2) Each participant with an interest in the Stock
Fund shall have the right to direct the Trustee to tender or not to tender some
or all of the shares of HEI common stock reflecting such participant's
proportional interest in the Stock Fund (both vested and
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unvested). Directions from a participant to the Trustee concerning the tender of
HEI common stock shall be communicated in writing, or by such other means as is
agreed upon by the Trustee and the Sponsor. These directions shall be held in
confidence by the Trustee and shall not be divulged to the Sponsor, or any
officer or employee thereof, or any other person except to the extent that the
consequences of such directions are reflected in reports regularly communicated
to any such persons in the ordinary course of the performance of the Trustee's
services hereunder. However, the Trustee will provide to the Sponsor, as
reasonably requested by the Sponsor, periodic reports indicating the number of
shares tendered and not tendered. The Trustee shall tender or not tender shares
of HEI common stock as directed by the participant. Except as otherwise required
by law, the Trustee shall not tender shares of HEI common stock reflecting a
participant's proportional interest in the Stock Fund for which it has received
no direction from the participant.
(3) Except as otherwise required by law, the Trustee shall
tender that number of shares of HEI common stock not credited to participants'
accounts in the same proportion as the total number of shares of HEI common
stock credited to participants' accounts for which it has received instructions
from Participants.
(4) A participant who has directed the Trustee to tender
some or all of the shares of HEI common stock reflecting the participant's
proportional interest in the Stock Fund may, at any time prior to the tender
offer withdrawal date, direct the Trustee to withdraw some or all of the
tendered shares reflecting the participant's proportional interest, and the
Trustee shall withdraw the directed number of shares from the tender offer prior
to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if
any shares of HEI common stock not credited to participants' accounts have been
tendered, the Trustee shall redetermine the number of shares of HEI common stock
that would be tendered under Section 4(d)(vi)(B)(3) if the date of the foregoing
withdrawal were the date of determination, and withdraw from the tender offer
the number of shares of HEI common stock not credited to participants' accounts
necessary to reduce the amount of tendered HEI common stock not credited to
participants' accounts to the amount so redetermined. A participant shall not be
limited as to the number of directions to tender or withdraw that the
participant may give to the Trustee.
(5) A direction by a participant to the Trustee to tender
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shares of HEI common stock reflecting the participant's proportional interest in
the Stock Fund shall not be considered a written election under the Plan by the
participant to withdraw, or have distributed, any or all of his withdrawable
shares. The Trustee shall credit a proportional share of the proceeds received
by the Trustee in exchange for the shares of HEI common stock tendered to the
account of each participant who directed the Trustee to tender some or all of
the shares reflecting such participant's proportional interest in the Stock
Fund. Pending receipt of directions from the participant or the PIC, as provided
in the Plan, as to which of the remaining investment options the proceeds should
be invested in, the Trustee shall invest the proceeds in the investment option
described in Schedule "C".
(vii) General. With respect to all rights other than the right
to vote, the right to tender, and the right to withdraw shares previously
tendered, in the case of HEI common stock credited to a participant's
proportional interest in the Stock Fund, the Trustee shall follow the directions
of the participant and if no such directions are received, the directions of the
Sponsor or PIC. The Trustee shall have no duty to solicit directions from
participants. With respect to all rights other than the right to vote and the
right to tender, in the case of HEI common stock not credited to participants'
accounts, the Trustee shall follow the directions of the Sponsor or PIC.
(viii) Conversion. All provisions in this Section 4(d) shall also
apply to any securities received as a result of a conversion of HEI common
stock.
(2) Amending and restating Schedules "A" and "B" in their entirety, as
attached hereto.
(3) Adding Schedule "K" as attached hereto.
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IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Sixth
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
HAWAIIAN ELECTRIC INDUSTRIES, INC. FIDELITY MANAGEMENT TRUST
BY: HAWAIIAN ELECTRIC INDUSTRIES, COMPANY
INC. PENSION INVESTMENT COMMITTEE
By: /s/ Robert F. Mougeot 6/25/02 By: /s/ Carolyn Redden 8/6/02
------------------------------------ --------------------------------
Robert F. Mougeot Date Vice President Date
Chairman
By: /s/ Peter C. Lewis 6/25/02
------------------------------------
Peter C. Lewis Date
Secretary
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Schedule "A"
ADMINISTRATIVE SERVICES
Administration
* Establishment and maintenance of participant account and election
percentages
* Maintenance of the following plan investment options:
-Fidelity Retirement Money Market Portfolio
-ASB Money Market Account
-HEI Common Stock Fund
-Fidelity Puritan(R) Fund
-Fidelity Magellan(R) Fund
-Fidelity Overseas Fund
-Fidelity Freedom 2000 Fund(R)
-Fidelity Freedom 2010 Fund(R)
-Fidelity Freedom 2020 Fund(R)
-Fidelity Freedom 2030 Fund(R)
-Fidelity Freedom 2040 Fund(R)
-Fidelity Freedom Income Fund(R)
-Spartan U.S. Equity Index Fund
-MSIF Trust Value Portfolio -- Adviser Class
-Neuberger Berman Partners Fund -- Trust Class
-PBHG Emerging Growth Fund
-Fidelity U.S. Bond Index Fund
-INVESCO Dynamics Fund
* Maintenance of the following money classifications:
-Salary Reduction
-Participant Voluntary
-Rollover
-HEI Diversified Plan
-Employer ASB
-Employer Supplemental
-IRA
-Voluntary HEISOP
-Employer HEISOP
-Employer BIA
* Processing of investment option trades
* Establishment and maintenance of participant loans
The Trustee will provide only the recordkeeping and administrative services
set forth on this Schedule "A" and no others.
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Processing
* Weekly processing of contribution data and contributions
* Daily processing of transfers and changes of future allocations via the
telephone exchange system or by such other means as the Sponsor and
Trustee may agree to from time to time
* Daily processing of requests for loans, withdrawals and distributions
* Daily and weekly processing of participant data updates via the Plan
Sponsor Webstation or by such other means as the Sponsor and Trustee may
agree to from time to time
* Processing of rollovers
* Processing of excess contributions and deferrals
Other
* Reports
* Monthly trial balance
* Monthly loan reports
* Quarterly administrative reports
* Quarterly participant statements via paper or electronic copy
Financial Reporting
* 1099Rs
* Assist in the preparation of Form 5500
Account Segregation
* Account segregation for Qualified Domestic Relations Orders ("QDRO") as
directed by Sponsor
* Account segregation for named beneficiary(ies) due to a participant's
death as directed by Sponsor
Internet Services
* Plan Sponsor Webstation
* Fidelity PortfolioPlanner(SM), an internet-based educational service for
participants that generates target asset allocations and model
portfolios customized to investment options in the Plan(s) based upon
methodology provided by Strategic Advisers, Inc., an affiliate of the
Trustee. The Sponsor acknowledges that it has received the ADV Part II
for Strategic Advisers, Inc. more than 48 hours prior to executing the
Trust amendment.
* NetBenefits(SM)
Processing Services
* Minimum Required Distribution ("MRD") service
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Miscellaneous Services
* Periodic meetings with Sponsor
* Educational services as needed and mutually agreed upon by the Trustee
and the Sponsor
* Provide employee communications describing available investment
options, including multimedia informational materials and group
presentations
HAWAIIAN ELECTRIC INDUSTRIES, INC. FIDELITY MANAGEMENT TRUST
BY: HAWAIIAN ELECTRIC INDUSTRIES, COMPANY
INC. PENSION INVESTMENT COMMITTEE
By: /s/ Robert F. Mougeot 6/25/02 By: /s/ Carolyn Redden 8/6/02
---------------------------------- --------------------------------
Robert F. Mougeot Date Vice President Date
Chairman
By: /s/ Peter C. Lewis 6/25/02
----------------------------------
Peter C. Lewis Date
Secretary
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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:
MSIF Trust Value Portfolio - Adviser
Class; Neuberger Berman Partners Fund-
Trust Class and the PBHG Emerging Growth
Fund; .25% annual administration fee
plus an $8.00 per participant fee,
subject to a maximum total fee of .35%,
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 loan(s) as part of
the Plan's records through the calendar year end for 1099R reporting.
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Trustee Fees
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.
Dividend Pass-Through Fee
- $8,000 per year, payable pro rata quarterly.
- $5,000 implementation fee.
- $7 for each dividend check that is cut.
- This fee is based on the following assumptions, in addition to those
set forth in the Note section:
. Dividends will be distributed quarterly
. The default option for receiving dividends will be reinvestment
into the Stock Fund.
* 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 INDUSTRIES, INC. FIDELITY MANAGEMENT TRUST
BY: HAWAIIAN ELECTRIC INDUSTRIES, COMPANY
INC. PENSION INVESTMENT COMMITTEE
By: /s/ Robert F. Mougeot 6/25/02 By: /s/ Carolyn Redden 8/6/02
--------------------------------- --------------------------------
Robert F. Mougeot Date Vice President Date
Chairman
By: /s/ Peter C. Lewis 6/25/02
---------------------------------
Peter C. Lewis Date
Secretary
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Schedule "K"
DIVIDEND PASS-THROUGH PROGRAM OPERATING PROCEDURES FOR PROCESSING DIVIDENDS
Hawaiian Electric Industries, Inc., ("the Sponsor") and Fidelity Management
Trust Company and Fidelity Investments Institutional Operations Company, Inc.
(collectively, "Fidelity") hereby agree that the dividend pass-through program
with respect to the HEI Common Stock Fund (the "Stock Fund") established as an
investment option under the Hawaiian Electric Industries Retirement Savings Plan
(the "Plan") shall be administered in accordance with the following procedures.
Definitions:
"Dividend Payable Date" shall mean the business day Fidelity receives funding
for the Stock Fund dividends from the Sponsor's transfer agent.
Procedures:
1. Fidelity shall establish and maintain procedures for Plan participants
who have elected to invest portions of their account balances in the Stock Fund
to make and periodically amend elections to reinvest dividends or receive
dividend payments from the Stock Fund in cash. Such procedures shall be provided
to the Sponsor for review and approval prior to implementation. The procedures
may be amended from time to time by Fidelity with the prior approval of the
Sponsor, such approval to not be unreasonably withheld, or at the reasonable
request of the Sponsor.
2. The Sponsor shall, as soon as practicable prior to each dividend
payment on the Sponsor's common stock held in the Stock Fund, inform Fidelity of
the expected dividend dates (record date, ex-dividend date and payment date) and
the anticipated amount of the dividend per share.
3. Fidelity shall determine the amount of dividends attributable to each
participant who is eligible to elect to receive Stock Fund dividends in cash
under the terms of the Plan as communicated in writing by the Sponsor to the
Trustee, and who is invested in the Stock Fund on the ex-dividend date, as
follows: Fidelity shall calculate the dividend per unit in the Stock Fund by
dividing the total dividend received for shares held within the Stock Fund by
the total number of units of the Stock Fund outstanding on ex-dividend date. The
amount of dividend attributable to each eligible participant shall be determined
by multiplying the dividend per unit by the number of units held by each
eligible participant on ex-dividend date.
4. On the Dividend Payable Date, Depository Trust Company shall wire to
Fidelity the funding for the dividends paid to the Plan, on shares of Sponsor
Stock held in the Stock Fund.
5. Fidelity shall issue checks to each participant for the participant's
allocated share of dividends paid to the Stock Fund (determined in accordance
with Section 3 above) if the participant (i) holds balances in the Stock Fund on
the ex-dividend date, (ii) has elected (and has not rescinded such election in a
timely manner) to receive Stock Fund dividends in accordance with the procedures
established pursuant to Section 1 above, and (iii) is entitled to an allocated
share of dividends of $10 or greater. Processing of such checks shall begin on
the business day following Dividend Payable Date, and checks shall be issued as
promptly as administratively feasible thereafter. Participants whose allocable
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shares of Stock Fund dividends are less than $10 and participants who have not
elected to receive their dividend in cash will have their allocable portion of
the Stock Fund dividends reinvested in the Stock Fund.
6. Fidelity shall issue IRS Form 1099-DIV to each participant who
receives dividends in cash no later than January 31 of the year following the
year in which the cash dividends were paid to the participant.
HAWAIIAN ELECTRIC INDUSTRIES, INC. FIDELITY MANAGEMENT TRUST
BY: HAWAIIAN ELECTRIC INDUSTRIES, COMPANY
INC. PENSION INVESTMENT COMMITTEE
By: /s/ Robert F. Mougeot 6/25/02 By: /s/ Carolyn Redden 8/6/02
--------------------------------- --------------------------------
Robert F. Mougeot Date Vice President Date
Chairman
By: /s/ Peter C. Lewis 6/25/02
---------------------------------
Peter C. Lewis Date
Secretary
17