HEI EXHIBIT 99.1
NINTH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
HAWAIIAN ELECTRIC INDUSTRIES, INC.
THIS NINTH AMENDMENT TO TRUST AGREEMENT, is made and entered into May 4,
1998, 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 November 28, 1988, and amended December 22, 1989, January 1,
1994, March 15, 1994, February 1, 1996, April 1, 1996, April 1, 1997, June 13,
1997 and February 27, 1998 (the "Trust Agreement") for the Hawaiian Electric
Industries Retirement Savings Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor wish to further amend said Trust
Agreement as provided in Section 13 thereunder; and
WHEREAS, on May 4, 1998, the Sponsor wishes to add Plan Sponsor WebStation
as a service under the Trust and remove Plan Sponsor Workstation; and
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.
(2) Adding a new Schedule "K", Plan Sponsor Webstation Agreement, as
attached.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Ninth
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/ Peter C. Lewis 5/1/98 By /s/ John DiBenedetto 5/30/98
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Peter C. Lewis Date Vice President Date
Member
By /s/ Constance H. Lau 5/1/98
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Constance H. Lau Date
Secretary and Member
Schedule "B"
FEE SCHEDULE
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Recordkeeping Fees
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* Annual Participation Fee Fees will be billed quarterly and are
(See below) subject to a $7,500.00** per year or $22.00 per participant per
year minimum fee, whichever is greater.
* 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.
* Other Fees: extraordinary expenses resulting from large numbers of
simultaneous manual transactions or from errors not caused by Fidelity.
** 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 account(s) as part of
the Plan's records, e.g. vested, deferred, forfeiture, top-heavy and terminated
participants who must remain on file through the calendar year-end for 1099R
reporting.
Trustee Fees
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* To the extent that assets are invested in Fidelity Mutual Funds, 0.0125% per
calendar quarter of the assets in the Trust as of the calendar quarter's last
valuation date, but no less than $2,500.00
(Note: The Trustee reserves the right to review migration into Non-Fidelity
Mutual Funds for potential impact on recordkeeping fees.)
HAWAIIAN ELECTRIC INDUSTRIES, INC. FIDELITY MANAGEMENT TRUST
BY: HAWAIIAN ELECTRIC INDUSTRIES, COMPANY
INC. PENSION INVESTMENT COMMITTEE
By /s/ Peter C. Lewis 5/1/98 By /s/ John DiBenedetto 5/30/98
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Peter C. Lewis Date Vice President Date
Member
By /s/ Constance H. Lau 5/1/98
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Constance H. Lau Date
Secretary and Member
SCHEDULE "K"
PLAN SPONSOR WEBSTATION AGREEMENT
This Agreement is entered into effective as of the fourth day of May, 1998,
by and between Fidelity Institutional Retirement Services Company, a division of
FMR Corp., a Massachusetts corporation ("Fidelity") and Hawaiian Electric
Industries, Inc. ("Sponsor").
1. Terms of Access and Use.
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Fidelity will provide the Sponsor and any individual authorized to act on
behalf of the Sponsor, as identified in the Trust or Recordkeeping Agreement
entered into between Fidelity or Fidelity Management Trust Company and the
Sponsor, (collectively referred to as "User") with access to Plan Sponsor
WebStation ("WebStation") upon Fidelity's acceptance of a properly completed
Security Access Form. Fidelity hereby grants the User a non-transferable
license to access WebStation in accordance with the terms and conditions
described herein. No rights are conveyed to any property, intellectual or
tangible, associated with WebStation. The User agrees to use the WebStation
in accordance with the terms described herein and will not make it available
to any third party without the prior written consent of Fidelity.
2. Authorization of Directions. User agrees that Fidelity shall not be under a
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duty to inquire as to the authority or propriety of any directions given to
Fidelity by the User and shall be entitled to act upon the direction any
person whom it reasonably believes to be an authorized representative of the
User.
3. Security of System. The User shall be responsible for the confidentiality
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and use of any passwords and other security data, methods and devices issued
to or obtained by it or its employees, representatives or agents in
connection with the use of the WebStation. The User shall comply with the
security procedures established by Fidelity for WebStation, including the
use of passwords and/or encryption methods.
The User agrees to promptly notify Fidelity of any unauthorized, negligent
or inadvertent use of the system of which it is aware. The User further
agrees to notify Fidelity of the termination of any employee who was granted
access to Plan Sponsor WebStation. Fidelity retains the right to immediately
suspend or withdraw access to WebStation, if, in Fidelity's opinion, such
action is necessary to maintain the integrity of WebStation.
4. Liability of the Parties. To the extent that Plan Sponsor WebStation
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utilizes Internet services to transport data or communications, Fidelity
will take reasonable security precautions, but Fidelity disclaims any
liability for losses or other damages to the User resulting from
interception, alteration or loss of any such data or communications.
Fidelity shall not be responsible for, and makes no warranties regarding,
the access, speed or availability of Internet or network services.
5. Miscellaneous. This Agreement shall be binding upon and inure to the
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benefit of the parties and their respective successors and assigns, and to
the beneficiaries of the Trust. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts,
except to the extent pre-empted by the provisions of the Employee Retirement
Income Security Act of 1974. This Agreement may be terminated by either
party upon seven (7) days' written notice to the other party hereto at the
address indicated below. Sections 2, 4, and 5 shall survive any termination
of this Agreement.
6. WebStation will replace Remote Access and Plan Sponsor WorkStation. All
references and fees to Remote Access and Plan Sponsor WorkStation are hereby
amended as follows:
Plan Sponsor WebStation (PSW): All User ID fees waived.
Executed this fourth day of May, 1998.
HAWAIIAN ELECTRIC INDUSTRIES, INC. FIDELITY INSTITUTIONAL
BY: HAWAIIAN ELECTRIC INDUSTRIES, RETIREMENT SERVICES COMPANY
INC. PENSION INVESTMENT COMMITTEE
By /s/ Peter C. Lewis 5/1/98 By /s/ James M. McKinney 6/29/98
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Peter C. Lewis Date Senior Vice President Date
Member
By /s/ Constance H. Lau 5/1/98
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Constance H. Lau Date
Secretary and Member