File Nos. 2-92583 & 811-4084
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
HAWAIIAN TAX-FREE TRUST
(Exact Name of Registrant as Specified in Charter)
380 Madison Avenue, Suite 2300
New York, New York 10017
(Address of Principal Executive Offices)
(212) 697-6666
(Registrant's Telephone Number)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
<page>
HAWAIIAN TAX-FREE TRUST
Supplement to the Proxy Statement
Dated July 19, 2002
The following is substituted for the material under Proposal No. 2
(Ratification or Rejection of Selection of Independent Auditors).
KPMG LLP ("KPMG"), which is currently serving as the Trust's auditors, has
been selected by the Trust's Board of Trustees, including a majority of the
Independent Trustees, as the Trust's independent auditors for the fiscal year
ending March 31, 2003. Such selection is submitted to the shareholders for
ratification or rejection.
KPMG received the following fees, paid by the Trust unless otherwise stated,
during the fiscal year ended March 31, 2002:
Audit Fees: $18,000
Financial Information
Systems Design and Implementation 0
All Other Fees
Other fees paid by the Trust(1) $7,992
Fees paid by Bank of Hawaii (see below) $415,000
(1)Fees for preparation of the Trust's tax returns and tax-related memoranda.
KPMG performed a commercial lending process redesign project for the Bank
of Hawaii (not for the Asset Management Group of Bank of Hawaii, the Investment
Adviser to the Trust) for a fee of approximately $415,000. Except for that one
project, KPMG did not perform any services during the fiscal year for the
Trust's investment adviser, or any entity controlling, controlled by or under
common control with the investment adviser that provides services to the Trust.
The Audit Committee of the Trust's Board of Trustees, which consists of all
of the independent Trustees, has reviewed all services performed and fees
charged by KPMG to the Trust. It has received the report of KPMG as to fees it
was paid by the Bank of Hawaii. The Audit Committee has accepted that firm's
representation that it is independent in recommending re-appointment of KPMG for
the fiscal year ending March 31, 2003.
KPMG has no direct or indirect financial interest in the Trust, the Trust's
Administrator or the Trust's Adviser. It is expected that a representative of
KPMG will be present at the meeting.
________________________________________________
The above material relating to fees paid by Bank of Hawaii was
inadvertently omitted from the proxy statement previously distributed to you.
The final tabulation of votes for the meeting will be deferred until September
30, 2002 in order to afford you an opportunity, if you wish, to change your vote
as a result of this supplement. There is, however, no need for you to do
anything unless you wish to change your prior vote.
If you have voted on either of the proposals and wish to change your vote,
you may do so in any of the following ways:
If your shares are registered in the name of your broker or someone other
than yourself, you may authorize that person to revote your shares. If your
shares are registered in your name, you may revote in one of three ways:
(1) Proxy Card
The enclosed proxy card authorizes the persons named (or their substitutes)
to vote your shares; the Trust calls these persons the "proxy holders." As to
the election of Trustees you may authorize the proxy holders to vote your shares
for the entire slate indicated below by marking the appropriate box on the proxy
card or by merely signing and returning your proxy card with no instructions. Or
you may withhold the authority of the proxy holders to vote on the election of
Trustees by marking the appropriate box. Also, you may withhold that authority
as to any particular nominee by following the instructions on the proxy card.
As to the other matter listed on the proxy card, you may direct the proxy
holders to vote your shares on this proposal by marking the appropriate box
"For" or "Against" or instruct them not to vote your shares on the proposal by
marking the "Abstain" box. If you return your signed proxy card and do not mark
a box on the proposal, the proxy holders will vote your shares for that
proposal.
(2) Telephone Voting
To vote your shares by telephone, call the toll-free number on your proxy
card. You will be prompted to enter the control number on your proxy card.
Follow the recorded instructions using your proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
(3) Internet Voting
To vote your shares by the Internet, please contact the Trust at the
Internet address shown on your proxy card. You will be prompted to enter the
control number on your proxy card. Follow the instructions on the screen, using
your proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
General Information
You may end the power of the proxy holders to vote your shares by: (i) so
notifying the Trust in writing; (ii) signing a new and different proxy card (if
the Trust receives it before the old one is used); (iii) voting your shares at
the meeting in person or by your duly appointed agent; or (iv) calling the
toll-free number or contacting the Trust's Internet address, both of which are
detailed on your proxy card, entering your control number and revoking your
previous vote.
Shares held by brokers in "street name" and not voted or marked as
abstentions will not be counted for purposes of determining a quorum or voted on
any matter or otherwise counted as present in determining voting results.
The Trust is sending you this Supplement to the Proxy Statement in
connection with the solicitation by its Trustees of proxies to be used at the
Annual Meeting to be held at the time and place and for the purposes indicated
in the Notice or any adjourned meeting or meetings. Whenever it is stated in
this Supplement or the Proxy Statement that a matter is to be acted on at the
Meeting, this means the Meeting held at the scheduled time or any adjourned
meeting or meetings.
The date of this supplement is September 4, 2002