EIGHTH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
THIS EIGHTH AMENDMENT, dated as of the first day of January, 1998, by and
between Fidelity Management Trust Company (the "Trustee") and Municipal Bond
Investors Assurance Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust
Agreement dated December 31, 1991, with regard to the MBIA Inc. Employees
Pension Plan and 401 (k) Salary Deferral Plan (individually and collectively,
the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said Trust
Agreement as provided for in Section 13 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and the
Sponsor hereby amend the Trust Agreement by:
(1) Amending Schedule "B" by restating the "Annual Participant Fee"
and Sponsor Stock Trustee Fee sections as follows:
o Annual Participant Fee $15.00 per participant*, subject to
a $5,000 per year minimum, billed and
payable quarterly.
o To the extent that assets are invested in Sponsor Stock,
0.10% of such assets in the Trust payable pro rata quarterly
on the basis of such assets as of the calendar quarter's
last valuation date, but no less than $10,000 nor more than
$50,000 per year.
(2) Amending the "Trustee Fees" section of Schedule "B" to eliminate
the Mutual Fund Trustee Fee.
(3) Amending Schedule "B" to eliminate the Plan Sponsor Workstation
fee.
(4) Amending Schedule "B" by adding a new "Note" section as follows.
Note: These fees have been negotiated and accepted based on the
following Plan characteristics: total current plan assets of
$79.1 million, current participation of 429 participants, current
MIP assets of $6.7 million, current stock assets of $20.2 million
and total Fidelity managed Mutual Fund assets of $52.2 million.
Fees will be subject to revision if these Plan characteristics
change significantly by either falling below or exceeding current
or projected levels. Fees also have been based on the use of up
to 11 investment options, and such fees will be subject to
revision if additional investment options are added.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Eighth
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
MBIA INC. FIDELITY MANAGEMENT TRUST COMPANY
By /s/ [ILLEGIBLE] 12/15/97 By /s/ [ILLEGIBLE] 1/23/98
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Date Vice President Date
Fidelity Institutional
Retirement Services Company
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A division of Fidelity Investments Institutional Services Company, Inc.
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January 29, 1998
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
MBIA Inc.
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Dear ▇▇. ▇▇▇▇▇▇▇▇:
Enclosed please find one fully-executed original of the Eighth Amendment to the
Trust Agreement for your files.
Please call ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with any questions regarding this document. She can
be reached at (▇▇▇) ▇▇▇-▇▇▇▇.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Contracts Administration Assistant
/dc
Enclosure
cc: ▇▇▇▇ ▇▇▇▇▇▇▇, I41A
▇▇▇▇ ▇▇▇▇▇, MM3C
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, KN3C
MBIA
MBIA Insurance Corporation
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Fax: ▇▇▇ ▇▇▇ ▇▇▇▇
e-mail: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
Director, Management Services
Schedule "E"
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Fidelity Investment Institutional Operations Company
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MBIA Inc. Employees Plan, MBIA Inc. Employees
Profit Sharing and 401 (k) Salary Deferral Plan
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter is sent to you in accordance with Section 7(c) of the Trust
Agreement, dated as of January 1, 1992, between MBIA and Fidelity Management
Trust Company. I hereby designate ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and myself, as
the individuals who may provide directions upon which Fidelity Management Trust
Company shall be fully protected in relying. Only one such individual need
provide any direction. The signature of each designated individual is set forth
below and certified to be such.
You may rely upon each designation and certification set forth in this
letter until I deliver to you written notice of the termination of authority of
a designated individual.
Very truly yours
Date: 3/10/99 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
Director, Management Services
Designated Individuals:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Financial Officer
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
Director, Management Services
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Vice President, Manager
Compensation and Benefits
NINTH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMTANY AND
MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
THIS NINTH AMENDMENT, dated as of the first day of March, 1999, by and
between Fidelity Management Trust Company (the "Trustee") and Municipal Bond
Investors Assurance Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust
Agreement dated December 31, 1991, with regard to the MBIA Inc. Employees
Pension Plan and 401 (k) Salary Deferral Plan (individually and collectively,
the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said Trust
Agreement as provided for in Section 13 thereof,
NOW THEREFORE, in consideration of the above premises the Trustee and the
Sponsor hereby amend the Trust Agreement by:
(1) Amending Section 4(b), Available Investment Options, by redefining
"Mutual Funds" as follows:
(i) securities issued by investment companies advised by Fidelity
Management & Research Company ("Fidelity Mutual Funds") and certain
securities issued by registered investment companies not advised by
Fidelity Management & Research Company ("Non-Fidelity Mutual Funds")
(collectively referred to as "Mutual Funds").
(2) Amending Section 4(d), Mutual Funds, by inserting the following
sentence before the first sentence:
All transactions involving Non-Fidelity Mutual Funds shall be done in
accordance with the Operational Guidelines for Non-Fidelity Mutual
Funds attached hereto as Schedule "H".
(3) Amending the "investment options" section of Schedules "A" and "C" by
adding the following:
-1838 Fixed Income Fund
-1838 International Equity Fund
-1838 Small Cap Equity Fund
(4) Amending Schedule "B" by adding "Non-Fidelity Mutual Funds" as
follows:
Non-Fidelity Mutual Funds: No additional fee for the 1838 Funds.
(5) Adding Schedule "H", Operational Guidelines for Non-Fidelity Mutual
Funds, as attached.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Eighth
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
MBIA INC. FIDELITY MANAGEMENT TRUST
COMPANY
By /s/ [ILLEGIBLE] 3/11/99 By
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Date Vice President Date
Schedule "H"
OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS
Pricing
By 7:00 p.m. Eastern Time ("ET") each Business Day, the Non-Fidelity Mutual Fund
Vendor (Fund Vendor) will input the following information ("Price Information")
into the Fidelity Participant Recordkeeping System ("FPRS") via the remote
access price screen that Fidelity Investments Institutional Operations Company,
Inc. ("FIIOC"), an affiliate of the Trustee, has provided to the Fund Vendor:
(1) the net asset value for each Fund at the Close of Trading, (2) the change in
each Fund's net asset value from the Close of Trading on the prior Business Day,
and (3) in the case of an income fund or funds, the daily accrual for interest
rate factor ("mil rate"). FIIOC must receive Price Information each Business Day
(a "Business Day" is any day the New York Stock Exchange is open). If on any
Business Day the Fund Vendor does not provide such Price Information to FIIOC,
FIIOC shall pend all associated transaction activity in the Fidelity Participant
Recordkeeping System ("FPRS") until the relevant Price Information is made
available by Fund Vendor.
Trade Activity and Wire Transfers
By 7:00 a.m. ET each Business Day following Trade Date ("Trade Date plus One"),
FIIOC will provide, via facsimile, to the Fund Vendor a consolidated report of
net purchase or net redemption activity that occurred in each of the Funds up to
4:00 p.m. ET on the prior Business Day. The report will reflect the dollar
amount of assets and shares to be invested or withdrawn for each Fund. FIIOC
will transmit this report to the Fund Vendor each Business Day, regardless of
processing activity. In the event that data contained in the 7:00 a.m. ET
facsimile transmission represents estimated trade activity, FIIOC shall provide
a final facsimile to the Fund Vendor by no later than 9:00 a.m. ET. Any
resulting adjustments shall be processed by the Fund Vendor at the net asset
value for the prior Business Day.
The Fund Vendor shall send via regular mail to FIIOC transaction confirms for
all daily activity in each of the Funds. The Fund Vendor shall also send via
regular mail to FIIOC, by no later than the fifth Business Day following
calendar month close, a monthly statement for each Fund. FIIOC agrees to notify
the Fund Vendor of any balance discrepancies within twenty (20) Business Days of
receipt of the monthly statement.
For purposes of wire transfers, FIIOC shall transmit a daily wire for
aggregate purchase activity and the Fund Vendor shall transmit a daily wire
for aggregate redemption activity, in each case including all activity
across all Funds occurring on the same day.
Participant Communications
The Fund Vendor shall provide internally-prepared fund descriptive
information approved by the Funds' legal counsel for use by FIIOC in its
written participant communication materials. FHOC shall utilize historical
performance data obtained from third-party vendors (currently Morningstar,
Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone
conversations with plan participants and in quarterly participant
statements. The Sponsor hereby consents to FIIOC's use of such materials and
acknowledges that FHOC is not responsible for the accuracy of such
third-party information. FIIOC shall seek the approval of the Fund Vendor
prior to retaining any other third-party vendor to render such data or
materials under this Agreement.
Compensation
FIIOC shall be entitled to fees as set forth in a separate agreement with the
Fund Vendor.