CHURCHILL TAX-FREE FUND OF KENTUCKY
                          Supplement to the Prospectus
                      for Class A Shares and Class C Shares
                              Dated April 30, 2001

         Footnote (1) in the table of Fees and Expenses of the Fund is changed
as follows:

(1) If you buy Class A Shares in transactions of $1 million or more there is no
sales charge but you will be subject to a contingent deferred sales charge of up
to 1% if you redeem your shares during the first two years after purchase.

         The material under the caption "Sales Charges for Purchases of $1
Million or More" is changed as follows:

         You will not pay a sales charge at the time of purchase when you
purchase "CDSC Class A Shares." CDSC Class A Shares are:

                  (i) Class A Shares issued in a single purchase of $1 million
                  or more by a single purchaser;

                  (ii) Class A Shares issued to a single purchaser in a single
                  purchase when the value of the purchase, together with the
                  value of the purchaser's other CDSC Class A Shares and Class A
                  Shares on which a sales charge has been paid, equals or
                  exceeds $1 million; and

                  (iii) Class A Shares purchased with the proceeds of redemption
                  of shares of another investment company when special dealer
                  arrangements are in effect.

         The material under the caption "Redemption of CDSC Class A Shares" is
changed as follows:

         If you redeem all or part of your CDSC Class A Shares during the two
years after you purchase them, you must pay a contingent deferred sales charge
upon redemption. This charge is 1% of the shares' redemption or purchase value,
whichever is less. This charge also applies to CDSC Class A Shares purchased
without a sales charge pursuant to a Letter of Intent.

                         The date of this supplement is
                                January 29, 2002



                      CHURCHILL TAX-FREE FUND OF KENTUCKY
                          Supplement to the Prospectus
                      for Class I Shares and Class Y Shares
                              Dated April 30, 2001

         The following material is added to the second paragraph under the
caption "Is there a Distribution Plan or a Services Plan?"

         From time to time the Manager may make payments from its own resources
to trust departments and other financial intermediaries for shareholder
servicing and/or distribution assistance with respect to Class Y Shares.

                         The date of this supplement is
                                 January 29, 2002



                       CHURCHILL TAX-FREE FUND OF KENTUCKY
                                Supplement To the
                       Statement of Additional information
                              Dated April 30, 2001


         The caption and the material under the caption "Sales Charges for
Purchases of $1 Million or More of Class A Shares" is changed as follows:

         CDSC Class A Shares

         You will not pay a sales charge at the time of purchase when you
purchase "CDSC Class A Shares." CDSC Class A Shares are Class A Shares issued
under the following circumstances:

                  (i) Class A Shares  issued in a single  purchase  of $1
                  million or more by a single purchaser;

                  (ii) All Class A Shares issued to a single purchaser in a
                  single purchase when the value of the purchase, together with
                  the value of the purchaser's other CDSC Class A Shares and
                  Class A Shares on which a sales charge has been paid, equals
                  or exceeds $1 million; and

                  (iii) Class A Shares purchased with the proceeds of redemption
                  of shares of another investment company when special dealer
                  arrangements are in effect.

          CDSC Class A Shares do not include: (i) Class A Shares purchased
without a sales charge as described under "General" below and (ii)Class A Shares
purchased in transactions of less than $1 million when certain special dealer
arrangements are not in effect under "Certain Investment Companies" set forth
under "Reduced Sales Charges," below.

         The following replaces the material under the caption "Redemption of
CDSC Class A Shares":

         If you redeem all or part of your CDSC Class A Shares
during the two years after purchase you will pay 1% of the shares' redemption or
purchase value, whichever is less.

         This charge also applies to CDSC Class A Shares purchased without a
sales charge pursuant to a Letter of Intent (see "Reduced Sales Charges for
Certain Purchases of Class A Shares").

         This charge will not apply to shares acquired through the reinvestment
of dividends or distributions or to CDSC Class A Shares held for longer than two
years. When redeeming shares, the Agent will redeem the CDSC Class A Shares held
the longest, unless otherwise instructed. If you own both CDSC and non-CDSC
Class A Shares, the latter will be redeemed first.

         The Fund will treat all CDSC Class A Shares purchases made during a
calendar month as if they were made on the first business day of that month at
the average cost of all purchases made during that month. Therefore, for
example, a two-year holding period will end on the first business day of the
24th calendar month after the date of those purchases. Accordingly, the holding
period may, in fact, be one month less than the full 24 depending on when your
actual purchase was made. If you exchange your CDSC Class A Shares for shares of
an Aquila money-market fund, running of the applicable holding period for those
exchanged shares will be suspended.

                         The date of this supplement is
                                January 29, 2002