CHURCHILL TAX-FREE FUND OF KENTUCKY 

        Supplement to the Prospectus dated April 30, 1999
              for Class A Shares and Class C Shares

The following supplements the information in the Prospectus
regarding purchase and redemption of shares:

     The Fund generally permits "transfer on death" registration
of shares, so that on the death of the shareholder the shares are
transferred to a designated beneficiary or beneficiaries. Ask the
Transfer Agent or your broker-dealer for the Transfer on Death
Registration Request Form. With it you will receive a copy of the
TOD Rules of the Aquilasm Group of Funds, which specify how the
registration becomes effective and operates. By opening a TOD
Account, you agree to be bound by the TOD rules.  

          The date of this supplement is May 12, 1999.



              CHURCHILL TAX-FREE FUND OF KENTUCKY 

        Supplement to the Prospectus dated April 30, 1999
              for Class Y Shares and Class I Shares
 
The following supplements the information in the Prospectus
regarding purchase and redemption of shares:

     If you own Class Y Shares, the Fund generally permits
"transfer on death" registration of shares, so that on the death
of the shareholder the shares are transferred to a designated
beneficiary or beneficiaries. Ask the Transfer Agent or your
broker-dealer for the Transfer on Death Registration Request
Form. With it you will receive a copy of the TOD Rules of the
Aquilasm Group of Funds, which specify how the registration
becomes effective and operates. By opening a TOD Account, you
agree to be bound by the TOD rules. This service is not available
for Class I Shares.

          The date of this supplement is May 12, 1999.



              CHURCHILL TAX-FREE FUND OF KENTUCKY 
                                
                           Supplement 
                 to the Statement of Additional
                Information dated April 30, 1999
 
The following supplements the information in the Statement of
Additional Information regarding purchase and redemption of
shares:

     Each of the funds in the Aquilasm Group of Funds now permits
registration of its shares in beneficiary form, subject to the
funds' rules governing Transfer on Death ("TOD") registration, if
the investor resides in a state that has adopted the Uniform
Transfer on Death Security Registration Act (a "TOD State"; for
these purposes, Missouri is deemed to be a TOD State). This form
of registration allows you to provide that, on your death, your
shares are to be transferred to the one or more persons (to a
maximum of three) that you specify as beneficiaries. To register
shares of the Fund in TOD form, complete the special TOD
Registration Request Form and review the Rules Governing TOD
Registration; both are available from the Transfer Agent. The
Rules, which are subject to amendment upon 60 days' notice to TOD
account owners, contain important information regarding TOD
accounts with the Fund; by opening such an account you agree to
be bound by them, and failure to comply with them may result in
your shares' not being transferred to your designated
beneficiaries. If you open a TOD account with the Fund that is
otherwise acceptable but, for whatever reason, neither the Fund
nor the Transfer Agent receives a properly completed TOD
Registration Request Form from you prior to your death, the Fund
reserves the right not to honor your TOD designation, in which
case your account will become part of your estate.

      You are eligible for TOD registration only if, and as long
as, you reside in a TOD State. If you open a TOD account and your
account address indicates that you do not reside in a TOD State,
your TOD registration will be ineffective and the Fund may, in
its discretion, either open the account as a regular (non-TOD)
account or redeem your shares. Such a redemption may result in a
loss to you and may have tax consequences. Similarly, if you open
a TOD account while residing in a TOD State and later move to a
non-TOD State, your TOD registration will no longer be effective. 
In both cases, should you die while residing in a non-TOD State
the Fund reserves the right not to honor your TOD designation. At
the date of this Supplement, most states are TOD States. 

          The date of this supplement is May 12, 1999.