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))
[X] Definitive Proxy Statement
[ ] 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>

Important Notice
Please Read Immediately

Hawaiian Tax-Free Trust
380 Madison Avenue, Suite 2300, New York, NY 10017

Notice of Annual Meeting of
Shareholders to Be Held
on September 15, 2003

To Shareholders of the Trust:

The purpose of this Notice is to advise you that an Annual Meeting of the
Shareholders of Hawaiian Tax-Free Trust (the "Trust") will be held:

Place: (a) at the Ala Moana Hotel, Hibiscus Ballroom,
410 Atkinson Drive, Honolulu, Hawaii;

Time: (b) on September 15, 2003
at 10:00 a.m. Hawaiian Standard Time;

Purposes: (c) for the following purposes:

(i) to elect nine Trustees; each Trustee elected will hold
office until the next annual meeting of the Trust's
shareholders or until his or her successor is duly elected
(Proposal No. 1);

(ii) to ratify (that is, to approve) or reject the selection
of KPMG LLP as the Trust's independent auditors for the
fiscal year ending March 31, 2004 (Proposal No. 2);

(iii) to act upon any other matters which may properly come
before the Meeting at the scheduled time and place or any
adjourned meeting or meetings.

Who Can
Vote What
Shares: (d) To vote at the Meeting, you must have been a
shareholder on the Trust's records at the close of
business on June 19, 2003 (the "record date"). Also,
the number of shares of each of the Trust's
outstanding classes of shares that you held at that
time and the respective net asset values of each
class of shares at that time determine the number of
votes you may cast at the Meeting (or any adjourned
meeting or meetings).

By order of the Board of Trustees,

EDWARD M. W. HINES
Secretary

August 4, 2003

Please Note:

If you do not expect to attend the Meeting, please vote by any of three ways: by
telephone, by the Internet or by completing the enclosed proxy card and
returning it in the accompanying stamped envelope. To avoid unnecessary expense
to the Trust, we request your cooperation in voting no matter how large or small
your holding may be.

Hawaiian Tax-Free Trust
380 Madison Avenue, Suite 2300, New York, New York 10017
Proxy Statement

Introduction

The purpose of the Notice preceding this Proxy Statement is to advise you
of the time, place and purposes of an Annual Meeting of the Shareholders of
Hawaiian Tax-Free Trust (the "Trust"). The purpose of this Proxy Statement is to
give you information on which you may base your decisions as to the choices, if
any, you make in voting.

The Trust's founder and Administrator (the "Administrator") is Aquila
Management Corporation, 380 Madison Avenue, Suite 2300, New York, NY 10017. The
Trust's principal underwriter (the "Distributor") is Aquila Distributors, Inc.,
380 Madison Avenue, Suite 2300, New York, NY 10017. Asset Management Group of
Bank of Hawaii, Financial Plaza of the Pacific, P.O. Box 3170, Honolulu, Hawaii
96802 is the Trust's Investment Adviser.

A copy of the Trust's most recent annual report will be sent to you without
charge upon written request to the Distributor, at the above address, or by
calling 800-437-1020 toll-free or 212-697-6666.

This Notice and Proxy Statement are first being mailed on or about
August 4, 2003.

You should read this Proxy Statement prior to voting. If your shares are
registered in the name of your broker or someone other than yourself, you may
authorize that person to vote your shares. If your shares are registered in your
name, then you may vote 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.

Proxies for shares held by brokers in "street name" and not voted or marked
as abstentions will be counted for purposes of determining a quorum. They will
be counted as present in determining voting results, which will have the same
effect as negative votes.

The Trust is sending you this Notice and 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 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 Trust pays the costs of the solicitation. Proxies are being solicited
by the use of the mails; they may also be solicited by telephone, facsimile and
personal interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the Trust's
shares so that these owners may authorize the voting of their shares. The Trust
will pay these firms their out-of-pocket expenses for doing so.

On the record date, the Trust had three classes of shares outstanding. All
shareholders of the Trust are entitled to vote at the meeting. Each shareholder
on the record date is entitled to one vote for each dollar (and a proportionate
fractional vote for each fraction of a dollar) of net asset value (determined as
of the record date) represented by full and fractional shares of any class held
on the record date. On the record date, the net asset value per share of each of
the Trust's outstanding classes of shares was as follows: Class A Shares,
$11.96; Class C Shares, $11.95; and Class Y Shares, $11.98. The meeting is
expected to act only upon matters that affect the Trust as a whole: the election
of Trustees and the selection of independent auditors. On matters that affect
the Trust as a whole, all shareholders of the Trust, including the shareholders
of all classes of shares of the Trust, are entitled to vote at the meeting.

On the record date, the total number of shares outstanding for each class
of shares was as follows: Class A Shares, 57,712,990; Class C Shares, 3,088,878;
and Class Y Shares, 2,151,837.

On the record date, the following holders held 5% or more of the Trust's
outstanding shares. On the basis of information received from the institutional
holders the Trust's management believes that all of the shares indicated are
held by them for the benefit of clients

Name and address Number Percent
of the holder of of shares of class
record

Institutional 5% shareholders

Merrill Lynch Pierce
Fenner & Smith, Inc. 5,755,241 Class A Shares 9.97%
4800 Deer Lake Drive 826,430 Class C Shares 26.76%
Jacksonville, FL 32246 488,916 Class Y Shares 22.72%

Fiserv Securities Inc. 6,448,659 Class A Shares 11.17%
2005 Market Street
STE 1200
Philadelphia,
PA 19103

Additional 5% shareholders

Bank of Hawaii, Agent
Trustee for TT Family Limited
Partnership
P.O. Box 1930
Honolulu, HI 96805 123,324 Class Y Shares 5.73%

Martha N. Steele,
Trustee of the Martha
San Nicholas Steele
Declaration of Trust
2525 Pali Hwy.
Honolulu, HI 96817 156,188 Class Y Shares 7.26%

R. Dwayne Steele, Member
Steele Family Enterprises LLC
2525 Pali Highway
Honolulu, HI 96817 236,377 Class Y Shares 10.98%

The Trust's management is not aware of any other person beneficially owning more
than 5% of any class of its outstanding shares as of such date.

Election of Trustees
(Proposal No. 1)

At the Meeting, nine Trustees are to be elected. Each Trustee elected will
serve until the next annual meeting or until his or her successor is duly
elected. The nominees selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can vote your shares in the
election of Trustees.

The following material includes information about each nominee and each
officer of the Trust. All shares of the Trust listed as owned by the Trustees
are Class A Shares unless indicated otherwise. All of the nominees are presently
Trustees and were elected by the shareholders in September 2002. All nominees
have consented to serve if elected.

Trustees
and Officers(1)(2)
Number of
Positions Held Portfolios in Other Directorships
with Fund Complex Held by Trustee
Trust Overseen by (The position held is
Name, Address(3) and and Length of Principal Occupation(s) Trustee a directorship unless
Date of Birth Service(4) During Past 5 Years indicated otherwise.)

Interested Trustees(5)

Lacy B. Herrmann Chairman of Founder and Chairman of the 12 Director or trustee, OCC
New York, NY the Board of Board, Aquila Management Cash Reserves, Inc., OCC
(05/12/29) Trustees since Corporation, the sponsoring Accumulation Trust,
1984 organization and Manager or Oppenheimer Quest Value
Administrator and/or Adviser or Funds Group, Oppenheimer
Sub-Adviser to each fund of the Small Cap Value Fund,
Aquilasm Group of Funds (6) and Oppenheimer Midcap Fund, and
Founder, Chairman of the Board of Oppenheimer Rochester Group
Trustees and (currently or until of Funds.
1998) President of each since its
establishment, beginning in 1984;
Director of the Distributor since
1981 and formerly Vice President
or Secretary, 1981-1998;
President and a Director, STCM
Management Company, Inc., sponsor
and investment adviser to Capital
Cash Management Trust since 1973;
Trustee Emeritus, Brown
University and active in
university, school and charitable
organizations.

Douglas Philpotts Trustee since Retired; formerly director, 4 Trustee, Pacific Capital
Honolulu, HI 1992 Chairman of the Board and Funds, which includes 11
(11/21/31) President of Hawaiian Trust bond and stock funds.
Company, Limited; present or
former director of various
Hawaii-based civic and charitable
organizations.
Non-interested
Trustees

William M. Cole Trustee since President, Cole International, 4 None
Westfield, NJ 1985 Inc., shipping consultants,
(05/21/31) since 1974; Chairman, Cole
Group, a real estate firm.

Thomas W. Courtney Trustee President, Courtney Associates, 5 Director or trustee, OCC
Sewickley, PA since 1984 Inc., a venture capital firm, Cash Reserves, Inc., OCC
(08/17/33) since 1988. Accumulation Trust,
Oppenheimer Quest Value
Funds Group, Oppenheimer
Small Cap Value Fund,
Oppenheimer Midcap Fund, and
Oppenheimer Rochester Group
of Funds.

Richard W. Gushman, Trustee since President and Chief Executive 4 Trustee, Pacific Capital
II(7) 1992 Officer, OKOA, Inc., a Funds, which includes 11
Honolulu, HI diversified Hawaii-based real bond and stock funds;
(02/28/46) estate organization with director, Outrigger Hotels
activities in the western U.S. since 2000; director, Servco
and the Pacific Basin, since Pacific, Inc. and Oceanic
1972; Managing Partner of Summit Time-Warner since 1998;
Financial Resources, a Salt Lake director, American Savings
City, Utah-based financial Bank since 2002.
services company; trustee, the
Estate of James Campbell since
2000 and Chairman of the Board
of Trustees since 2002; trustee,
University of Hawaii Foundation
and Hawaii Pacific University
since 1997; director, United Way
of America since 1998; board
member of the Boys & Girls Club
of Honolulu, Aloha United Way,
and other charitable and civic
organizations.

Stanley W. Hong Trustee since President, Waste Management of 4 Trustee, Pacific Capital
Honolulu, HI 1992 Hawaii, Inc. since 2002; Funds, which includes 11
(04/05/36) Corporate Vice President, Hawaii bond and stock funds;
Area, Waste Management, Inc. director, First Insurance
since 2002; Trustee, The King Co. of Hawaii, Ltd.
William Charles Lunalilo Trust
Estate since 2001; President and
Chief Executive Officer, The
Chamber of Commerce of Hawaii,
1996-2001; director, Hawaii
Public Television Foundation
since 1998; Regent, Chaminade
University of Honolulu; Chair -
State Judicial Salary Commission
since 1998; and director of
other corporate and community
organizations.

Theodore T. Mason Trustee since Executive Director, East Wind 6 Trustee, OCC Accumulation
New York, NY 1984 Power Partners LTD since 1994 Trust.
(11/24/35) and Louisiana Power Partners,
LLC since 1999; President,
Alumni Association of SUNY
Maritime College since 2002
(First Vice President,
2000-2001, Second Vice
President, 1998-2000) and
director of the same
organization since 1997;
Director, STCM Management
Company, Inc., since 1973; twice
national officer of Naval
Reserve Association, commanding
officer of four naval reserve
units and Captain, USNR (Ret);
director, The Navy League of the
United States New York Council
since 2002; trustee, The
Maritime Industry Museum at Fort
Schuyler and the Maritime
College at Fort Schuyler
Foundation, Inc. since 2000.

Russell K. Okata Trustee since Executive Director, Hawaii 4 Trustee, Pacific Capital
Honolulu, HI 1992 Government Employees Association Funds, which includes 11
(03/22/44) AFSCME Local 152, AFL-CIO since bond and stock funds;
1981; International Vice Chairman, Royal State
President, American Federation Companies.
of State, County and Municipal
Employees, AFL-CIO since 1981;
director of various civic and
charitable organizations.

Oswald K. Stender Trustee since Director, Hawaiian Electric 4 Trustee, Pacific Capital
Honolulu, HI 1992 Industries, Inc., a public Funds, which includes 11
(10/08/31) utility holding company, since bond and stock funds;
1993; trustee, the Bernice director, Grace Pacific
Pauahi Bishop Estate 1990-1999; Corporation, an asphalt
trustee, Office of Hawaiian paving company.
Affairs and a member or trustee
of several community
organizations.

Officers

Diana P. Herrmann President President and Chief Operating N/A N/A
New York, NY since 1998 Officer of the Administrator
(02/25/58) since 1997, a Director since
1984, Secretary since 1986 and
previously its Executive Vice
President, Senior Vice President
or Vice President, 1986-1997;
President, Senior Vice President
or Executive Vice President of
funds in the Aquilasm Group of
Funds since 1986; Director of
the Distributor since 1997;
trustee, Reserve Money-Market
Funds, 1999-2000 and Reserve
Private Equity Series,
1998-2000; active in mutual fund
and trade organizations and in
charitable and volunteer
organizations.

Sherri Foster Senior Vice Senior Vice President, Hawaiian N/A N/A
Lahaina, HI (07/27/50) President Tax-Free Trust since 1993;
since 1993 Vice President or Assistant Vice
President of three Aquila
Money-Market Funds; Registered
Representative of the
Distributor since 1985.

Stephen J. Caridi Vice President Vice President of the N/A N/A
New York, NY (05/06/61) since 1998 Distributor since 1995; Vice
President, Hawaiian Tax-Free
Trust since 1998; Senior Vice
President, Narragansett Insured
Tax-Free Income Fund since 1998,
Vice President 1996-1997;
Assistant Vice President,
Tax-Free Fund For Utah since
1993.
Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquilasm Group of Funds since
(11/06/56) Officer since 2003 and Treasurer since 2000;
2003 and Controller, Van Eck Global
Treasurer Funds, 1993-2000.
since 2000

Edward M. W. Hines Secretary Partner, Hollyer Brady Smith & N/A N/A
New York, NY since 1984 Hines LLP, legal counsel to the
(12/16/39) Trust, since 1989; Secretary of
the Aquilasm Group of Funds.

Robert W. Anderson Assistant Compliance Officer of the N/A N/A
New York, NY (08/23/40) Secretary Manager since 1998 and Assistant
since 2000 Secretary of the Aquilasm Group
of Funds since 2000; trustee,
Alpha Strategies Fund since
July, 2002; Consultant, The
Wadsworth Group, 1995-1998.

John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY (12/17/39) Secretary Aquilasm Group of Funds since
since 1995 1995 and Vice President of the
four Aquila Money-Market Funds
since 1990; Vice President of
the Manager since 1990.

Lori A. Vindigni Assistant Assistant Treasurer of the N/A N/A
New York, NY Treasurer Aquilasm Group of Funds since
(11/02/66) since 2000 2000; Assistant Vice President
of the Manager since 1998; Fund
Accountant for the Aquilasm
Group of Funds, 1995-1998.

(1) The Trust's Statement of Additional Information includes additional
information about the Trustees and is available, without charge, upon request by
calling 800-437-1020 (toll free).

(2)From time to time Bank of Hawaii may enter into normal investment management,
commercial banking and lending arrangements with one or more of the Trustees of
the Trust and their affiliates. The Asset Management Group of Bank of Hawaii is
the Trust's investment adviser.

(3) The mailing address of each Trustee and officer is c/o Hawaiian Tax-Free
Trust, 380 Madison Avenue, New York, NY 10017.

(4) Each Trustee holds office until the next annual meeting of shareholders or
until his successor is elected and qualifies. The term of office of each officer
is one year.

(5) Mr. Herrmann is an interested person of the Trust as that term is defined in
the 1940 Act as an officer of the Trust and a director, officer and shareholder
of the Distributor. Mr. Philpotts is an interested person of the Trust, as that
term is so defined, as a shareholder of the Adviser's corporate parent.

(6) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust, Pacific Capital Tax-Free Cash Assets
Trust and Capital Cash Management Trust, each of which is a money-market fund,
are called the "Aquila Money-Market Funds"; Hawaiian Tax-Free Trust, Tax-Free
Trust of Arizona, Tax-Free Trust of Oregon, Tax-Free Fund of Colorado, Churchill
Tax-Free Fund of Kentucky, Narragansett Insured Tax-Free Income Fund and
Tax-Free Fund For Utah, each of which is a tax-free municipal bond fund, are
called the "Aquila Bond Funds"; Aquila Rocky Mountain Equity Fund is an equity
fund; considered together, these 12 funds are called the "Aquilasm Group of
Funds."

(7) Mr. Gushman holds minority equity interests in a partnership and limited
liability company that have outstanding loans from Bank of Hawaii. He also owns
corporate entities that act as general partner and managing member, respectively
of the borrowers, and holds majority equity interests in corporate entities that
receive fees for services to the borrowers. The partnership's largest aggregate
amount of indebtedness during the two years ended December 31, 2002 and the
amount outstanding on that date was $13,100,000, and the interest rate is 6.5%.
For the limited liability company, the corresponding amounts involved were both
$7,200,000 and the interest rate is 7.0%. In addition, the Estate of James
Campbell has entered into a credit agreement with a group of commercial banks,
one of which is Bank of Hawaii, for which BNP Paribas acts as administrative
agent. The agreement provides for a variety of term and revolving loans with a
total lending commitment of $430 million, of which Bank of Hawaii's commitment
is approximately $45 million, and is for a period of two years with certain
rights of extension.

Securities Holdings of the Trustees
(as of 6/30/03)

Dollar Range of Aggregate Dollar Range of
Name of Ownership in Hawaiian Ownership in Aquilasm Investment
Trustee Tax-Free Trust(1) Companies Overseen by Trustee(1)

Interested Trustees

Lacy B. Herrmann B E

Douglas Philpotts C C

Non-interested Trustees

William M. Cole B E

Thomas W. Courtney C C

Richard W. Gushman, II B B

Stanley W. Hong C C

Theodore T. Mason C C

Russell K. Okata B B

Oswald K. Stender B C

(1) A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. over $100,000

None of the non-interested Trustees or their immediate family members holds
of record or beneficially any securities of the Adviser, Administrator or the
Distributor.

The Trust does not currently pay fees to any of the Trust's officers or to
Trustees affiliated with the Adviser or Administrator. For its fiscal year ended
March 31, 2003, the Trust paid a total of $151,787 in compensation and
reimbursement of expenses to the Trustees. No other compensation or remuneration
of any type, direct or contingent, was paid by the Trust to its Trustees.

The Trust is one of the 12 funds in the Aquilasm Group of Funds, which
consist of tax-free municipal bond funds, money-market funds and an equity fund.
The following table lists the compensation of all nominees for Trustee who
received compensation from the Trust or from other funds in the Aquilasm Group
of Funds during the Trust's fiscal year. None of such Trustees has any pension
or retirement benefits from the Trust or any of the other funds in the Aquila
group.

Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Trust Group serves*

William M. Cole $14,950 $43,200 4

Thomas W.
Courtney $15,300 $53,000 5

Richard W.
Gushman $16,300 $46,600 4

Stanley W. Hong $15,300 $44,600 4

Theodore T. Mason $15,650 $51,900 6

Russell K. Okata $15,300 $44,600 4

Douglas Philpotts $13,800 $38,600 4

Oswald K. Stender $15,300 $44,600 4

* Certain Trustees are also trustees of the 11 funds in the Pacific Capital
Group of Funds for which the Adviser is also investment adviser. For the same
period, these funds paid the following Trustees the amounts listed: Mr. Gushman,
$29,167; Mr. Hong, $29,167; Mr. Okata, $29,167; Mr. Philpotts, $29,167; and Mr.
Stender, $29,167.

Class A Shares may be purchased without a sales charge by certain of the
Trust's Trustees and officers.

The Trust's Administrator is Manager or Administrator to the Aquilasm Group
of Funds. As of June 30, 2003 these funds had aggregate assets of approximately
$3.9 billion, of which approximately $2.5 billion consisted of assets of the
tax-free municipal bond funds. The Administrator is controlled by Mr. Lacy B.
Herrmann, through share ownership directly, through a trust and by his wife.
During the fiscal year ended March 31, 2003 the Trust paid $1,839,064 in fees to
the Administrator.

During the fiscal year ended March 31, 2003, $1,311,637 was paid under Part
I of the Trust's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $73,870 was retained by the Distributor. With respect
to Class C Shares, during the same period $220,031 was paid under Part II of the
Plan and $73,344 was paid under the Shareholder Services Plan. Of these total
payments of $293,375, the Distributor received $51,746. All of such payments
were for compensation.

During the fiscal year ended March 31, 2003 the Trust paid to Hollyer Brady
Smith & Hines, independent counsel to the Trust, $108,482 for legal services.
Edward M.W. Hines, Secretary of the Trust, is a partner of that firm.

The Distributor currently handles the distribution of the shares of twelve
funds (four money-market funds, seven tax-free municipal bond funds and an
equity fund), including the Trust. Under the Distribution Agreement, the
Distributor is responsible for the payment of certain printing and distribution
costs relating to prospectuses and reports as well as the costs of supplemental
sales literature, advertising and other promotional activities. The shares of
the Distributor are owned 24% by Diana P. Herrmann, 72% by Mr. Herrmann and
other members of his immediate family, and the balance by current employees of
Aquila Management Corporation.

Other Information on Trustees

The Trustees have appointed a standing Audit Committee consisting of all of
the Trustees who are "independent" and are not "interested persons" of the
Trust, as that term is defined in the 1940 Act. The members of the Audit
Committee are William M. Cole, Thomas W. Courtney, Richard W. Gushman, II,
Stanley W. Hong, Theodore T. Mason, Russell K. Okata and Oswald K. Stender. All
of the members of the Committee are "independent" and are not "interested
persons" of the Trust. The Committee (i) selects what firm of independent
auditors will be the Trust's independent auditors (subject to shareholder
ratification); (ii) reviews the methods, scope and result of audits and the fees
charged; and (iii) reviews the adequacy of the Trust's internal accounting
procedures and controls. Selection of auditors is also ratified by the Board of
Trustees. The Audit Committee held one meeting during the Trust's last fiscal
year. The Board of Trustees has adopted a written charter for the Audit
Committee, a copy of which is attached as an appendix to this Proxy Statement.

During the Trust's last fiscal year, the Board of Trustees held seven
meetings. Each current Trustee was present for at least 75% of the total number
of Board meetings and Audit Committee meetings (if such Trustee was a member of
that committee). The Board of Trustees does not have a nominating committee.

Since the beginning of the Trust's most recently completed fiscal year, no
Trustee purchased or sold more than 1% of the outstanding shares of any class of
shares of the Adviser or its parent or subsidiaries.

Vote Required

To be elected, each nominee must receive the affirmative votes of a
majority of the shares present.

Ratification or Rejection
of Selection of
Independent Auditors
(Proposal No. 2)

KPMG LLP ("KPMG"), which is currently serving as the Trust's independent
auditors, has been selected by the Audit Committee (ratified 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, 2004. Such
selection is submitted to the shareholders for ratification or rejection.

The following table represents fees for professional audit services
rendered by KPMG for the audit of the Trust's annual financial statements for
2002 and 2003, and fees billed for other services rendered by KPMG.

2002 2003

Audit Fees: $20,000 $20,600

Audit related fees 0 0

Audit and audit related fees 20,000 20,600

Tax fees (1) 9,872 7,392

All other fees 415,000(2) 0

Total $444,872 $27,992

(1) Tax fees consisted of fees for tax consultation and tax compliance services.

(2) 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.

KPMG did not perform any services during the last 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, which consists of all of the independent and
non-interested Trustees, has reviewed all services performed and fees charged by
KPMG and has accepted its representation that it is independent in recommending
re-appointment of it for the fiscal year ending March 31, 2004.

KPMG has no direct or indirect financial interest in the Trust, the
Administrator or the Adviser. It is expected that representatives of KPMG will
not be present at the meeting but will be available should any matter arise
requiring their presence.

Receipt of
Shareholder Proposals

Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under certain
conditions, be included in the Trust's proxy statement and proxy card for a
particular annual meeting. One of these conditions relates to the timely receipt
by the Trust of any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting after the
meeting to which this Proxy Statement relates must be received by the Trust not
less than 120 days before the anniversary of the date stated in this Proxy
Statement for the first mailing of this Proxy Statement. The date for such
submission could change, depending on the scheduled date for the next annual
meeting; if so, shareholders will be notified.

The fact that the Trust receives a shareholder proposal in a timely manner
does not insure its inclusion in the Trust's proxy material, since there are
other requirements in the proxy rules relating to such inclusion.

Other Business

The Trust does not know of any other matter which will come up for action
at the Meeting. If any other matter or matters properly come up for action at
the Meeting, including any adjournment of the Meeting, the proxy holders will
vote the shares which your proxy card, telephone or Internet vote entitles them
to vote, in accordance with their judgment on such matter or matters, except as
noted. That is, by signing and returning your proxy card or by voting by
telephone or the Internet, you give the proxy holders discretionary authority as
to any such matter or matters.

<page>
APPENDIX

Hawaiian Tax-Free Trust

AUDIT COMMITTEE CHARTER

1. The Audit Committee shall be composed entirely of independent Trustees.

2. The purposes of the Audit Committee are:

(a) to oversee the Trust's accounting and financial reporting policies.

(b) to oversee the quality and objectivity of the Trust's financial
statements and the independent audit thereof; and

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper audit.

3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:

(a) to recommend the selection, retention or termination of auditors
and, in connection therewith, to evaluate the independence of the
auditors, including whether the auditors provide any consulting
services to the manager, and to receive the auditors' specific
representations as to their independence;

(b) to meet with the Trust's independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of
the annual audit and any special audits; (ii) to discuss any matters
of concern relating to the Trust's financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of said audit(s); (iii) to consider the auditors' comments
with respect to the Trust's financial policies, procedures and
internal accounting controls and management's responses thereto; and
(iv) to review the form of opinion the auditors propose to render to
the Board and shareholders;

(c) to consider the effect upon the Trust of any changes in accounting
principles or practices proposed by management or the auditors;

(d) to review the fees charged by the auditors for audit and non-audit
services;

(e) to investigate improprieties or suspected improprieties in Trust
operations; and

(f) to report its activities to the full Board on a regular basis and
to make such recommendations with respect to the above and other
matters as the Committee may deem necessary or appropriate.

4. The Committee shall meet on a periodic basis and is empowered to hold
special meetings as circumstances require.

5. The Committee shall periodically meet with the Chief Financial Officer
and/or the Treasurer of the Trust and with internal auditors, if any, for
the management company.

6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Trust.

7. The Committee shall review this Charter at least annually and recommend any
changes to the full Board of Trustees.

<page>

IMPORTANT NOTICE
PLEASE READ IMMEDIATELY

Hawaiian Tax-Free Trust

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 15, 2003

PROXY STATEMENT

<page>

THE AQUILASM GROUP OF FUNDS
380 MADISON AVENUE, SUITE 2300
NEW YORK, NY 10017

VOTE BY TELEPHONE OR INTERNET OR MAIL
24 Hours a day, 7 days a week

TELEPHONE
1-800-690-6903

To vote your shares by telephone, call toll free 1-800-690-6903. You will
be prompted to enter the 14-digit control number on this proxy card. Follow the
simple recorded instructions using this proxy card as a guide. If you vote by
phone, you need not return the proxy card by mail.

INTERNET VOTING
www.proxyweb.com/aquila

To vote your shares by the Internet, contact the Trust at
www.proxyweb.com/aquila. You will be prompted to enter the 14-digit control
number on this proxy card. Follow the simple instructions at the website, using
your proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.

MAIL

You can vote your shares by completing and returning this proxy card.
Please mark your proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.

Please fold and detach card at perforation before mailing.

Aquilasm Group of Funds
Hawaiian Tax-Free Trust

Proxy for Shareholder Meeting September 15, 2003
Proxy Solicited on Behalf of the Board of Trustees

The shareholder(s) of Hawaiian Tax-Free Trust (the "Trust") whose
signature(s)appears below does/do hereby appoint LACY B. HERRMANN, DIANA P.
HERRMANN and EDWARD M. W. HINES, or any of them, as attorneys and proxies of the
undersigned, with full power of substitution, to attend the Annual Meeting of
Shareholders of the Trust to be held on Monday, September 15, 2003 at the Ala
Moana Hotel, Hibiscus Ballroom, 410 Atkinson Drive, Honolulu, Hawaii, at 10:00
a.m. Hawaiian Standard Time, and at all adjournments thereof, and thereat to
vote the shares held in the name of the undersigned on the record date for said
meeting on the matters listed on the reverse side. Such shares are entitled to
one vote for every dollar of net asset value represented by the share balance
printed below.

Please read the proxy statement prior to voting.

Annual Meeting Attendance

We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com

Address changes/comments: _______________________________
_________________________________________________________
_________________________________________________________

(If you noted any address changes/comments above, please mark corresponding box
on other side.)

Dated: __________________, 2003

_________________________________
Signature(s) PLEASE SIGN WITHIN THE BOX

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEARS ON THIS PROXY CARD. When signing as
a custodian, attorney, executor, administrator, trustee, guardian, etc., please
sign your full title as such. Joint owners should each sign.

<page>
please fold and detach card at perforation before MAILING
Hawaiian Tax-Free Trust

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
[X] PLEASE DO NOT USE FINE POINT PENS

1. Election of Trustees

01) Lacy B. Herrmann*; 02) William M. Cole; 03) Thomas W. Courtney; 04) Richard
W. Gushman, II; 05) Stanley W. Hong; 06) Theodore T. Mason; 07) Russell K.
Okata; 08) Douglas Philpotts*; 09) Oswald K. Stender

* interested Trustees

__
[__] FOR ALL
__
[__] WITHHOLD ALL
__
[__] FOR ALL EXCEPT

INSTRUCTION: To withhold authority to vote for one or more (but not all)
nominees, mark "FOR ALL EXCEPT" and write the nominee number(s) and/ or name(s)
on the line below.

_______________

[bolded in printed form]

Management recommends a vote FOR all nominees listed above and FOR the proposal
listed below. The shares represented hereby will be voted as indicated below or
FOR if no choice is indicated.

2. Action on selection of KPMG LLP as independent auditors

(Proposal No.2 in Proxy Statement)
__ __ __
FOR [__] AGAINST [__] ABSTAIN [__]

As to any other matter said proxies shall vote in accordance with their best
judgment.
__
I plan to attend the annual meeting in Honolulu [__]
__
I plan to attend the outreach meeting in Hilo [__]
__
I plan to attend the outreach meeting in Kailua-Kona [__]

For address changes and/or comments, please check this box and write them on the
front where indicated.
_
[_]

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.

<page>