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, 2004

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, 2004
at 10:00 a.m. Hawaiian Standard Time;

Purposes: (c) for the following purposes:

(i) to elect eight 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 registered public
accounting firm (independent auditors) for the fiscal year
ending March 31, 2005 (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 21, 2004 (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, 2004

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 Administrator (the "Administrator") is Aquila Investment
Management LLC, 380 Madison Avenue, Suite 2300, New York, NY 10017, a subsidiary
of the Trust's founder, Aquila Management Corporation. 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, 2004.

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 provided 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,
$11.47; Class C Shares, $11.46; and Class Y Shares, $11.48. The meeting is
expected to act only upon matters that affect the Trust as a whole: the election
of Trustees and the selection of an independent registered public accounting
firm (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, 58,147,657; Class C Shares, 3,101,791;
and Class Y Shares, 2,031,749.

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. 5,609,308 Class A Shares 9.65%
4800 Deer Lake Drive 833,806 Class C Shares 26.88%
Jacksonville, FL 32246 477,758 Class Y Shares 23.51%

Fiserv Securities Inc. 6,588,201 Class A Shares 11.33%
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 6.07%

Martha N. Steele,
Trustee of the Martha
San Nicholas Steele
Declaration of Trust
2525 Pali Hwy.
Honolulu, HI 96817 163,301 Class Y Shares 8.04%

R. Dwayne Steele, Member
Steele Family Enterprises LLC
2525 Pali Highway
Honolulu, HI 96817 247,143 Class Y Shares 12.16%

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, eight 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 except for
Ms. Herrmann are presently Trustees and were elected by the shareholders in
September 2003. Ms. Herrmann, current President and Vice Chair of the Trust, was
nominated by the Trustees to replace Mr. Herrmann as a Trustee since Mr.
Herrmann will be stepping down as a Trustee in line with the Trust's retirement
policy. All nominees have consented to serve if elected. Mr. Herrmann will
assume the role of Trustee Emeritus.

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)

Diana P. Herrmann President Vice Chair of Aquila Management 6 None
New York, NY since 1998 and Corporation, Founder of the
(02/25/58) Vice Chair of Aquilasm Group of Funds(6) and
the Board parent of Aquila Investment
since 2003 Management LLC, the
Administrator, since 2004,
President and Chief Operating
Officer since 1997, a Director
since 1984, Secretary since 1986
and previously its Executive
Vice President, Senior Vice
President or Vice President,
1986-1997; Vice Chair since 2004
and President, Chief Operating
Officer and Manager of the
Administrator since 2003; Vice
Chair, President, Executive Vice
President or Senior 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;
Governor, Investment Company
Institute and head of its Small
Funds Committee since 2004;
active in charitable and
volunteer organizations.

Non-interested
Trustees

Theodore T. Mason Chairman of Executive Director, East Wind 5 Trustee, Pimco Advisors VIT.
New York, NY the Board Power Partners LTD since 1994
(11/24/35) since 2004 and and Louisiana Power Partners,
Trustee since 1999-2003; Treasurer, Alumni
1984 Association of SUNY Maritime
College since 2004 (President,
2002-2003, 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.

Thomas W. Courtney Trustee President, Courtney Associates, 5 Chairman of the Board of
Sewickley, PA since 1984 Inc., a venture capital firm, Oppenheimer Quest Value
(08/17/33) since 1988. Funds Group, Oppenheimer
Small Cap Value Fund,
Oppenheimer Midcap Fund, and
Oppenheimer Rochester Group
of Funds; Trustee of Pimco
Advisors VIT.

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., Lanilou
William Charles Lunalilo Trust Properties, Ltd.
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 -
trustees, Heald College;
trustee, the Nature Conservancy
of Hawaii; and director of other
corporate and community
organizations.

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 Group.
President, American Federation
of State, County and Municipal
Employees, AFL-CIO since 1981;
director of various civic 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.
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

Charles E. Executive Vice Executive Vice President of all N/A N/A
Childs, III President funds in the Aquilasm Group of
New York, NY since 2003 Funds and the Administrator
(04/01/57) since 2003; Senior Vice
President, corporate
development, formerly Vice
President, Assistant Vice
President and Associate of the
Administrator's parent since
1987; Senior Vice President,
Vice President or Assistant Vice
President of the Aquila
Money-Market Funds, 1988-2003.

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

Stephen J. Caridi Vice Vice President of the N/A N/A
New York, NY President Distributor since 1995; Vice
(05/06/61) since 1998 President, Hawaiian Tax-Free
Trust since 1998; Senior Vice
President, Narragansett Insured
Tax-Free Income Fund since 1998,
Vice President, 1996-1997;
Senior Vice President, Tax-Free
Fund of Colorado since 2004;
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 Barrett & 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 Chief Chief Compliance Officer since N/A N/A
New York, NY (08/23/40) Compliance 2004, Compliance Officer of the
Officer since Administrator or its predecessor
2004 and and current parent since 1998
Assistant and Assistant Secretary of the
Secretary Aquilasm Group of Funds since
since 2000 2000; 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
three Aquila Money-Market Funds
since 1990; Vice President of
the Administrator or its
predecessor and current parent
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 Administrator or its
predecessor and current parent
since 1998; Fund Accountant for
the Aquilasm Group of Funds,
1995-1998.

Trustee Emeritus(8)

Lacy B. Herrmann Founder, Founder, Chief Executive Officer N/A N/A
New York, NY Chairman of and Chairman of the Board,
(05/12/29) the Board Aquila Management Corporation,
Emeritus since the sponsoring organization and
2004, Trustee, parent of the Manager or
1984-2004, and Administrator and/or Adviser or
Chairman of Sub-Adviser to each fund of the
the Board of Aquilasm Group of Funds,
Trustees, Chairman and Chief Executive
1984-2003 Officer of the Manager or
Administrator and/or Adviser or
Sub-Adviser to each since 2004,
and Founder, Chairman of the
Board of Trustees, Trustee and
(currently or until 1998)
President of each since its
establishment, beginning in
1984, except Chairman of the
Board of Trustees of Hawaiian
Tax-Free Trust, Pacific Capital
Cash Assets Trust, Pacific
Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S.
Government Securities Cash
Assets Trust through 2003,
Trustee until 2004 and Chairman
of the Board, Emeritus since
2004; Director of the
Distributor since 1981 and
formerly Vice President or
Secretary, 1981-1998; Trustee
Emeritus, Brown University and
the Hopkins School; active in
university, school and
charitable organizations.

(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, Suite 2300, New York, NY 10017.

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

(5) Ms. Herrmann is an interested person of the Trust as that term is defined in
the 1940 Act as a shareholder and director of the Distributor.

(6) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
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
11 funds are called the "Aquilasm Group of Funds."

(7) Mr. Gushman holds minority equity interests in a limited liability company
that has an outstanding loan from Bank of Hawaii. The limited liability
company's largest aggregate amount of indebtedness during the two years ended
December 31, 2003 and the amount outstanding on that date was $6,600,000, and
the interest rate is 7%. 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 $350 million, of which Bank of Hawaii's commitment is
approximately $36 million, and is for a period of two years with certain rights
of extension.

(8) A Trustee Emeritus may attend Trustee and shareholder meetings but has no
voting power.

Securities Holdings of the Trustees
(as of 06/30/04)

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

Diana P. Herrmann C(2) E

Non-interested Trustees

Theodore T. Mason C C

Thomas W. Courtney C C

Richard W. Gushman, II B B

Stanley W. Hong C C

Russell K. Okata C C

Douglas Philpotts C D

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

(2) Balance as of July 14, 2004

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, 2004, the Trust paid a total of $156,386 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 11 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*

Theodore T. Mason $16,662 $56,600 5

Thomas W.
Courtney $16,250 $57,312 5

Richard W.
Gushman, II $17,250 $49,050 4

Stanley W. Hong $16,250 $46,250 4

Russell K. Okata $16,250 $45,450 4

Douglas Philpotts $14,200 $40,450 4

Oswald K. Stender $16,250 $46,250 4

* Messrs. Gushman, Hong, Okata, Philpotts and Stender 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 them each the amount
of $26,000.

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

The Trust's Administrator is a wholly-owned subsidiary of Aquila Management
Corporation ("AMC"), founder of each fund in the Aquilasm Group of Funds. As of
June 30, 2004 these funds had aggregate assets of approximately $3.8 billion, of
which approximately $2.4 billion consisted of assets of the tax-free municipal
bond funds. AMC's address is the same as that of the Administrator. AMC is
controlled by Mr. Lacy B. Herrmann, through share ownership directly, through
two trusts and by his wife. During the fiscal year ended March 31, 2004 the
Trust paid $1,932,980 in fees to the Administrator.

During the fiscal year ended March 31, 2004, $1,364,791 was paid under Part
I of the Trust's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $82,560 was retained by the Distributor. With respect
to Class C Shares, during the same period $275,392 was paid under Part II of the
Plan and $91,798 was paid under the Shareholder Services Plan. Of these total
payments of $367,190, the Distributor retained $68,892. All of such payments
were for compensation.

During the fiscal year ended March 31, 2004 the Trust paid to Hollyer Brady
Barrett & Hines LLP, independent counsel to the Trust, $110,955 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 the
funds in the Aquilasm Group of Funds, 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 Investment Management LLC.

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 Thomas W. Courtney, Richard W. Gushman, II, Stanley W. Hong,
Theodore T. Mason, Russell K. Okata, Douglas Philpotts and Oswald K. Stender.
The Committee (i) selects the Trust's independent registered public accounting
firm (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 the
independent registered public accounting firm 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 five
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.

The Trust has not yet formed a nominating committee nor adopted a
nominating committee charter. Since 1998, the Trust has had a Trustee Retirement
and Replacement Policy which covers many of the issues facing any nominating
committee, including matters to be considered in connection with candidates for
election to the Board of Trustees. In accordance with regulatory requirements,
the selection and nomination of all independent Trustees has been committed to
the independent Trustees, and suggestions for new Trustees are provided from
management and other interested Trustees only upon request of the independent
Trustees. The Board expects to establish nominating committee policies and
procedures before the end of the year.

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 Registered Public
Accounting Firm
(Proposal No. 2)

KPMG LLP ("KPMG"), which is currently serving as the Trust's independent
registered public accounting firm, has been selected by the Trust's Audit
Committee and ratified by the Board of Trustees, including a majority of the
Independent Trustees, as the Trust's independent registered public accounting
firm for the fiscal year ending March 31, 2005. 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
2003 and 2004, and fees billed for other services rendered by KPMG.

2003 2004

Audit Fees $20,600 $21,200

Audit related fees 0 0

Audit and audit related fees 20,600 21,200

Tax fees (1) 7,392 8,270

All other fees 0 0

27,992 29,470
Total $______ $______

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

During the year ended March 31, 2004, KPMG provided the following services
for which Bank of Hawaii (the Bank) was billed:

* Assistance to the Bank in connection
with the assessment by the Arizona Department
of Revenue for sales tax on gross receipts
(analysis of whether certain transactions
are taxable) $33,000

* Two statutory audits of the Bank subsidiaries
in Malaysia and Hong Kong 9,000

Total: $42,000

All audit and non-audit services performed by KPMG on behalf of the Trust
or non-audit services performed on behalf of affiliated entities within the
investment company complex where such engagement relates directly to the
operations and financial reporting of the Trust are pre-approved by the Audit
Committee. Services to be considered between meetings of the Committee are
pre-approved by a selected member of the Committee in accordance with applicable
regulations and subject to additional procedures established by the Committee.

The Audit Committee 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, 2005.

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.

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APPENDIX

HAWAIIAN TAX-FREE TRUST
AUDIT COMMITTEE CHARTER
September 15, 2003

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
and such other functions as deemed appropriate by the Audit Committee.

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

(a) to select, retain or terminate the 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 and approve the audit plan,
detailing the arrangements for and scope of the annual audit, any
special audits and any other services deemed appropriate; (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 and approve the fees charged by the auditors for audit and
non-audit services;

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

(f) to establish a complaint mechanism about accounting, internal
accounting controls or auditing matters, including a procedure to
receive confidential, anonymous submissions regarding questionable
accounting and audit matters;

(g) to establish procedures if it believes appropriate for delegation of
pre-approvals of services by auditors to a member or members of the
Committee; and

(h) 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 regularly and recommend any changes
to the full Board of Trustees.

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IMPORTANT NOTICE
PLEASE READ IMMEDIATELY

Hawaiian Tax-Free Trust

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 15, 2004

PROXY STATEMENT
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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
1-888-221-0697

To vote your shares by telephone, call toll free 1-888-221-0697. 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. 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, 2004
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 Wednesday, September 15, 2004 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: __________________, 2004

_________________________________
Signature(s) SIGN IN THE BOX

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) 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>

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) Thomas W. Courtney; 02) Richard W. Gushman, II; 03) Diana P. Herrmann*; 04)
Stanley W. Hong; 05) Theodore T. Mason; 06) Russell K. Okata; 07) Douglas
Philpotts; 08) Oswald K. Stender

* interested Trustee

__
[__] 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 above.

[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 at right
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 Kahului [__]

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

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

<page>