ASSIGNMENT AND ASSUMPTION AGREEMENT


     This Assignment and Assumption Agreement is entered into this 25th day of
November, 2003 by and among Aquila Management Corporation ("Former Adviser"), a
New York corporation, Churchill Tax-Free Trust (the "Fund"), and Aquila
Investment Management LLC ("New Adviser"), a Delaware limited liability company.

     WHEREAS, pursuant to an Advisory and Administration Agreement dated as of
May 23, 2003 (as from time to time amended or supplemented, the "Management
Agreement"), the Fund has retained Former Adviser to provide investment
management services to the Fund;

     WHEREAS, at the time of the effectiveness of the Assignment (as defined in
numbered paragraph 1 below), New Adviser will be registered with the SEC as an
investment advisor under the Investment Advisers Act of 1940 and the rules and
regulations thereunder, as amended from time to time;

     WHEREAS, both the Board of Trustees of the Fund and Former Adviser desire
that Former Adviser be replaced as the Fund's investment manager by New Adviser
in a transaction which does not result in a change of actual control or
management in accordance with Rule 2a-6 of the Investment Company Act of 1940
(the "1940 Act"); and

     WHEREAS, Former Adviser desires to assign its rights, duties and
responsibilities under the Management Agreement to New Advisor, and New Advisor
wishes to assume such rights, duties and responsibilities, each subject to the
terms and conditions of this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

     1. Assignment and Assumption. Subject to the terms and conditions contained
herein, Former Adviser hereby assigns to New Adviser all of Former Adviser's
rights, duties, and obligations under the Management Agreement (the
"Assignment") and New Adviser accepts such Assignment and hereby assumes all
such rights, duties, and obligations under the Management Agreement, together
with any other obligations of Former Adviser to the Fund. Any procedures
established from time to time by agreement between Former Adviser and the Fund
are hereby adopted by New Adviser, subject to the terms and conditions contained
herein and subject to amendment by mutual agreement of New Adviser and the Fund.

     2. Term. The Assignment shall become effective at 12:01 A.M. on January 1,
2004 and shall extend for so long as the terms specified in Section 6 of the
Management Agreement are satisfied or until terminated in accordance with said
Section 6.

     3. No Termination. The parties agree that the Assignment shall not
constitute an "assignment" of the Management Agreement for purposes of Section 6
of the Management Agreement or the 1940 Act, and that the Management Agreement,
as assigned by this Assignment and Assumption Agreement, shall remain in full
force and effect after the Assignment.


     4. Representation and Warranty. Former Adviser hereby represents and
warrants that, immediately prior to or simultaneously with the Assignment,
Former Adviser contributed, assigned, conveyed or otherwise transferred
substantially all of its assets and liabilities to New Adviser. For purposes of
this Assignment and Assumption Agreement, Former Adviser will be considered to
have transferred a lease to New Adviser if New Adviser is granted the right to
occupy and use the leased premises for a term co-extensive with Former Adviser's
lease.

     5. Guarantee. Former Adviser hereby guarantees the performance by New
Adviser of all of New Adviser's obligations under the Management Agreement and
this Assignment and Assumption Agreement, and if all or any part of the New
Adviser's obligations under the Management Agreement or this Assignment and
Assumption Agreement shall not be performed in full by New Adviser in accordance
with their terms, Former Adviser will, upon notice from Fund, perform such
obligations, without any other demand, protest or any other notice whatsoever,
from Fund or otherwise.

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     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the day and year first above written.



ATTEST:                                     AQUILA MANAGEMENT
                                            CORPORATION

   /s/ Rosa Valentin                            /s/ Diana P. Herrmann
____________________________                By:______________________
Name:   Rosa Valentin                          Name: Diana P. Herrmann
                                               Title: President


                                            CHURCHILL TAX-FREE TRUST

   /s/ Rosa Valentin                            /s/ Joseph P. DiMaggio
____________________________                By:______________________
Name:  Rosa Valentin                           Name: Joseph P. DiMaggio
                                               Title: Chief Financial Officer
                                                       and Treasurer



                                             AQUILA INVESTMENT
                                             MANAGEMENT LLC


   /s/ Rosa Valentin                            /s/ Diana P. Herrmann
____________________________                By:______________________
Name:   Rosa Valentin                          Name: Diana P. Herrmann
                                               Title: President