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HEI Exhibit 99.2
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SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND
FIDELITY MANAGEMENT TRUST COMPANY
THIS SECOND AMENDMENT TO TRUST AGREEMENT, is made and entered into November
1, 2000, 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 (the "Trust
Agreement"), for the Hawaiian Electric Industries Retirement Savings Plan (the
"Plan") which restated the existing trust agreement; and
WHEREAS, the Sponsor wishes to add the INVESCO Dynamics Fund and Fidelity
Freedom 2040 Fund as investment options under the Trust; 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 Schedules "A", "B" and "C", in their entirety,
as attached.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Second
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 COMPANY
BY: HAWAIIAN ELECTRIC INDUSTRIES,
INC. PENSION INVESTMENT COMMITTEE
By: /s/ Peter C. Lewis 9/28/00 By: /s/ Carolyn Redden 10/10/00
------------------------------- -----------------------------
Peter C. Lewis Date Vice President Date
Member
By: /s/ Edwina H. Kawamoto 9/28/00
-------------------------------
Edwina H. Kawamoto Date
Secretary and Member
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Schedule "A"
ADMINISTRATIVE SERVICES
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Administration
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* 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 Fund
- Fidelity Magellan Fund
- Fidelity Overseas Fund
- Fidelity Freedom 2000 Fund
- Fidelity Freedom 2010 Fund
- Fidelity Freedom 2020 Fund
- Fidelity Freedom 2030 Fund
- Fidelity Freedom 2040 Fund
- Fidelity Freedom Income Fund
- Spartan U.S. Equity Index Fund
- MAS Value Portfolio Adviser
- Neuberger Berman Partners Trust
- 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
* Processing of investment option trades.
The Trustee will provide only the recordkeeping and administrative services
set forth on this Schedule "A" and no others.
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Processing
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* Weekly processing of contribution data and contributions
* Daily processing of transfers and changes of future allocations via the
telephone exchange system
* Daily processing of withdrawals
Other
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* Monthly trial balance
* Monthly loan reports
* Quarterly administrative reports
* Quarterly participant statements
* 1099Rs
* Account segregation for Qualified Domestic Relations Orders ("QDRO") as
directed by Sponsor
* Excess contributions report
* Participant loans
* Periodic meetings with Sponsor
* Educational services as needed and mutually agreed upon by the Trustee
and the Sponsor
* Minimum Required Distribution ("MRD") service
* Provide employee communications describing available investment options,
including multimedia informational materials and group presentations.
* 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.
HAWAIIAN ELECTRIC FIDELITY MANAGEMENT TRUST
INDUSTRIES, INC. COMPANY
BY: HAWAIIAN ELECTRIC
INDUSTRIES, INC. PENSION
INVESTMENT COMMITTEE
By: /s/ Peter C. Lewis 9/28/00 By: /s/ Carolyn Redden 10/10/00
------------------------------- ------------------------------
Peter C. Lewis Date Vice President Date
Member
By: /s/ Edwina H. Kawamoto 9/28/00
-------------------------------
Edwina H. Kawamoto Date
Secretary and Member
3
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Schedule "B"
FEE SCHEDULE
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Recordkeeping Fees
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* Annual Participation Fee: $5.00 per participant** per year, billed
and payable quarterly.
* 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 Trust 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 non-discrimination 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 account(s) and/or
loans(s) as part of the Plan's records, e.g. vested, deferred, forfeiture, top-
heavy and terminated participants, if applicable, who must remain on file
through the calendar year-end for 1099R reporting.
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.
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HAWAIIAN ELECTRIC FIDELITY MANAGEMENT TRUST
INDUSTRIES, INC. COMPANY
BY: HAWAIIAN ELECTRIC
INDUSTRIES, INC. PENSION
INVESTMENT COMMITTEE
By: /s/ Peter C. Lewis 9/28/00 By: /s/ Carolyn Redden 10/10/00
------------------------------- -------------------------------
Peter C. Lewis Date Vice President Date
Member
By: /s/ Edwina H. Kawamoto 9/28/00
-------------------------------
Edwina H. Kawamoto Date
Secretary and Member
5
<PAGE>
Schedule "C"
INVESTMENT OPTIONS
------------------
In accordance with Section 4(b), the PIC hereby directs the Trustee that
participants' individual accounts may be invested in the following investment
options:
- Fidelity Retirement Money Market Portfolio
- ASB Money Market Account
- HEI Common Stock Fund
- Fidelity Puritan Fund
- Fidelity Magellan Fund
- Fidelity Overseas Fund
- Fidelity Freedom 2000 Fund
- Fidelity Freedom 2010 Fund
- Fidelity Freedom 2020 Fund
- Fidelity Freedom 2030 Fund
- Fidelity Freedom 2040 Fund
- Fidelity Freedom Income Fund
- Spartan U.S. Equity Index Fund
- MAS Value Portfolio Adviser
- Neuberger Berman Partners Trust
- PBHG Emerging Growth Fund
- Fidelity U.S. Bond Index Fund
- INVESCO Dynamics Fund
The investment option referred to in Section 4(c) and Section 4(d)(v)(B)(5)
shall be the ASB Money Market Account.
HAWAIIAN ELECTRIC
INDUSTRIES, INC.
BY: HAWAIIAN ELECTRIC
INDUSTRIES, INC. PENSION
INVESTMENT COMMITTEE
By: /s/ Peter C. Lewis 9/28/00
-------------------------------
Peter C. Lewis Date
Member
By: /s/ Edwina H. Kawamoto 9/28/00
-------------------------------
Edwina H. Kawamoto Date
Secretary and Member
6
