CHURCHILL TAX-FREE FUND OF KENTUCKY
                                     BY-LAWS

                                    ARTICLE I

                                  SHAREHOLDERS

                  Section 1. Place of Meeting. All meetings of the Shareholders
(which term as used herein shall, together with all other terms defined in the
Declaration of Trust, have the same meaning as in the Declaration of Trust)
shall be held at the principal office of the Fund or at such other place as may
from time to time be designated by the Board of Trustees and stated in the
notice of meeting.

                  Section 1A. Shareholder Voting. At any meeting of
Shareholders, Shareholders are entitled to one (1) vote for each dollar of net
asset value (determined as of the record date for the meeting) per Share held
(and fractional votes for fractional dollar amounts.)

                  Section 2. Annual Meeting. The annual meeting of the
Shareholders of the Fund shall be held on such date and at such time as may be
determined by the Board of Trustees and as shall be designated in the notice of
meeting for the purpose of electing Trustees until the next annual meeting and
for the transaction of such other business as may properly be brought before the
meeting.

                  Section 3. Special or Extraordinary Meetings. Special or
extraordinary meetings of Shareholders for any purpose or purposes may be called
by the Chair of the Board of Trustees, if any, or by the President or by the
Board of Trustees and shall be called by the Secretary upon receipt of the
request in writing signed by holders of Shares representing not less than one
third of the votes eligible to be cast thereat. Such request shall state the
purpose or purposes of the proposed meeting.

                  Section 4. Notice of Meetings of Shareholders. Not less than
ten days' and not more than ninety days' written or printed notice of every
meeting of Shareholders, stating the time and place thereof (and the general
nature of the business proposed to be transacted at any special or extraordinary
meeting), shall be given to each Shareholder entitled to vote thereat by leaving
the same with him or at his residence or usual place of business or by mailing
it, postage prepaid and addressed to him at his address as it appears upon the
books of the Fund.

                  No notice of the time, place or purpose of any meeting of
Shareholders need be given to any Shareholder who attends in person or by proxy
or to any Shareholder who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives such notice.

                  Section 5. Record Dates. The Board of Trustees may fix, in
advance, a date, not exceeding ninety days and not less than ten days preceding
the date of any meeting of Shareholders, and not exceeding ninety days preceding
any dividend payment date or any date for the allotment of rights, as a record
date for the determination of the Shareholders entitled to receive such
dividends or rights, as the case may be; and only Shareholders of record on such
date shall be entitled to notice of and to vote at such meeting or to receive
such dividends or rights, as the case may be.

                  Section 6. Quorum, Adjournment of Meetings. The presence in
person or by proxy of the holders of record of outstanding Shares of the Fund
representing at least one-third of the votes eligible to be cast thereat shall
constitute a quorum at all meetings of Shareholders. If at any meeting of the
Shareholders there shall be less than a quorum present, the Shareholders present
at such meeting may, without further notice, adjourn the same from time to time
until a quorum shall attend, but no business shall be transacted at any such
adjourned meeting except such as might have been lawfully transacted had the
meeting not been adjourned.

                  Section 7. Voting and Inspectors. At all meetings of
Shareholders every Shareholder of record entitled to vote thereat shall be
entitled to vote at such meeting either in person or by proxy appointed by such
Shareholder or his duly authorized attorney-in-fact.

                  All elections of Trustees shall be had by a plurality of the
votes cast and all questions shall be decided by a majority of the votes cast,
in each case at a duly constituted meeting, except as otherwise provided in the
Declaration of Trust or in these By-Laws or by specific statutory provision
superseding the restrictions and limitations contained in the Declaration of
Trust or in these By-Laws.

                  At any election of Trustees, the Board of Trustees prior
thereto may, or, if they have not so acted, the Chair of the meeting may, and
upon the request of the holders of the outstanding Shares of the Fund
representing 10% of its net asset value entitled to vote at such election shall,
appoint two inspectors of election who shall first subscribe an oath or
affirmation to execute faithfully the duties of inspectors at such election with
strict impartiality and according to the best of their ability, and shall after
the election make a certificate of the result of the vote taken. No candidate
for the office of Trustee shall be appointed such Inspector.

                  The Chair of the meeting may cause a vote by ballot to be
taken upon any election or matter, and such vote shall be taken upon the request
of the holders of the outstanding Shares of the Fund representing 10% of its net
asset value entitled to vote on such election or matter.

                  Section 8. Conduct of Shareholders' Meetings. The meetings of
the Shareholders shall be presided over by the Chair of the Board of Trustees,
if any, or if he shall not be present, by the President, or if he shall not be
present, by a Vice-President, or if neither the Chair of the Board of Trustees,
the President nor any Vice-President is present, by a Chair to be elected at the
meeting. A person who relinguishes the Chair shall not be considered present for
purposes of this Section until such time as he or she resumes the Chair. The
Secretary of the Fund, if present, shall act as Secretary of such meetings, or
if he is not present, an Assistant Secretary shall so act; if neither the
Secretary nor an Assistant Secretary is present, then the meeting shall elect
its secretary.

                  Section 9. Concerning Validity of Proxies, Ballots, Etc. At
every meeting of the Shareholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary of
the meeting, who shall decide all questions touching the qualification of
voters, the validity of the proxies, and the acceptance or rejection of votes,
unless inspectors of election shall have been appointed as provided in Section
7, in which event such inspectors of election shall decide all such questions.

                                   ARTICLE II
                                BOARD OF TRUSTEES

                  Section 1. Number and Tenure of Office. The business and
property of the Fund shall be conducted and managed by a Board of Trustees
consisting of the number of initial Trustees, which number may be increased or
decreased as provided in Section 2 of this Article. Each Trustee shall, except
as otherwise provided herein, hold office until the annual meeting of
Shareholders of the Fund next succeeding his election or until his successor is
duly elected and qualifies. Trustees need not be Shareholders.

                  Section 2. Increase or Decrease in Number of Trustees;
Removal. The Board of Trustees, by the vote of a majority of the entire Board,
may increase the number of Trustees to a number not exceeding fifteen, and may
elect Trustees to fill the vacancies created by any such increase in the number
of Trustees until the next annual meeting or until their successors are duly
elected and qualify; the Board of Trustees, by the vote of a majority of the
entire Board, may likewise decrease the number of Trustees to a number not less
than two but the tenure of office of any Trustee shall not be affected by any
such decrease. Vacancies occurring other than by reason of any such increase
shall be filled as provided for a Massachusetts business corporation. In the
event that after proxy material has been printed for a meeting of Shareholders
at which Trustees are to be elected any one or more management nominees dies or
becomes incapacitated, the authorized number of Trustees shall be automatically
reduced by the number of such nominees, unless the Board of Trustees prior to
the meeting shall otherwise determine. Any Trustee at any time may be removed
either with or without cause by resolution duly adopted by the affirmative votes
of the holders of the majority of the Shares of the Fund present in person or by
proxy at any meeting of Shareholders at which such vote may be taken, provided
that a quorum is present, or by such larger vote as may be required by
Massachusetts law. Any Trustee at any time may be removed for cause by
resolution duly adopted at any meeting of the Board of Trustees provided that
notice thereof is contained in the notice of such meeting and that such
resolution is adopted by the vote of at least two thirds of the Trustees whose
removal is not proposed. As used herein, "for cause" shall mean any cause which
under Massachusetts law would permit the removal of a Trustee of a business
trust.

                  Section 3. Place of Meeting. The Trustees may hold their
meetings, have one or more offices, and keep the books of the Fund outside
Massachusetts, at any office or offices of the Fund or at any other place as
they may from time to time by resolution determine, or, in the case of meetings,
as they may from time to time by resolution determine or as shall be specified
or fixed in the respective notices or waivers of notice thereof.

                  Section 4. Regular Meetings. Regular meetings of the Board of
Trustees shall be held at such time and on such notice, if any, as the Trustees
may from time to time determine.

                  The annual meeting of the Board of Trustees shall be held as
soon as practicable after the annual meeting of the Shareholders for the
election of Trustees.

                  Section 5. Special Meetings. Special meetings of the Board of
Trustees may be held from time to time upon call of the Chair of the Board of
Trustees, if any, the President or two or more of the Trustees, by oral or
telegraphic or written notice duly served on or sent or mailed to each Trustee
not less than one day before such meeting. No notice need be given to any
Trustee who attends in person or to any Trustee who, in writing executed and
filed with the records of the meeting either before or after the holding
thereof, waives such notice. Such notice or waiver of notice need not state the
purpose or purposes of such meeting.

                  Section 6. Quorum. One-third of the Trustees then in office
shall constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than two Trustees. If at any meeting of the
Board there shall be less than a quorum present (in person or by open telephone
line, to the extent permitted by the 1940 Act), a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.
The act of the majority of the Trustees present at any meeting at which there is
a quorum shall be the act of the Board, except as may be otherwise specifically
provided by statute, by the Declaration of Trust or by these By-Laws.

                  Section 7. Executive Committee. The Board of Trustees may, by
the affirmative vote of a majority of the entire Board, elect from the Trustees
an Executive Committee to consist of such number of Trustees as the Board may
from time to time determine. The Board of Trustees by such affirmative vote
shall have power at any time to change the members of such Committee and may
fill vacancies in the Committee by election from the Trustees. When the Board of
Trustees is not in session, the Executive Committee shall have and may exercise
any or all of the powers of the Board of Trustees in the management of the
business and affairs of the Fund (including the power to authorize the seal of
the Fund to be affixed to all papers which may require it) except as provided by
law and except the power to increase or decrease the size of, or fill vacancies
on the Board. The Executive Committee may fix its own rules of procedure, and
may meet, when and as provided by such rules or by resolution of the Board of
Trustees, but in every case the presence of a majority shall be necessary to
constitute a quorum. In the absence of any member of the Executive Committee the
members thereof present at any meeting, whether or not they constitute a quorum,
may appoint a member of the Board of Trustees to act in the place of such absent
member.

                  Section 8. Other Committees. The Board of Trustees, by the
affirmative vote of a majority of the entire Board, may appoint other committees
which shall in each case consist of such number of members (not less than two)
and shall have and may exercise such powers as the Board may determine in the
resolution appointing them. A majority of all members of any such committee may
determine its action, and fix the time and place of its meetings, unless the
Board of Trustees shall otherwise provide. The Board of Trustees shall have
power at any time to change the members and powers of any such committee, to
fill vacancies, and to discharge any such committee.

                  Section 9. Informal Action by and Telephone Meetings of
Trustees and Committees. Any action required or permitted to be taken at any
meeting of the Board of Trustees or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all members of the
Board, or of such committee, as the case may be. Trustees or members of a
committee of the Board of Trustees may participate in a meeting by means of a
conference telephone or similar communications equipment; such participation
shall, except as otherwise required by the 1940 Act, have the same effect as
presence in person.

                  Section 10. Compensation of Trustees. Trustees shall be
entitled to receive such compensation from the Fund for their services as may
from time to time be voted by the Board of Trustees.

                  Section 11. Dividends. Dividends or distributions payable on
the Shares may, but need not be, declared by specific resolution of the Board as
to each dividend or distribution; in lieu of such specific resolutions, the
Board may, by general resolution, determine the method of computation thereof,
the method of determining the Shareholders to which they are payable and the
methods of determining whether and to which Shareholders they are to be paid in
cash or in additional Shares.

                                   ARTICLE III
                                    OFFICERS

                  Section 1. Executive Officers. The executive officers of the
Fund shall be chosen by the Board of Trustees as soon as may be practicable
after the annual meeting of the Shareholders. These may include a Chair of the
Board of Trustees, and shall include a President, one or more Vice-Presidents
(the number thereof to be determined by the Board of Trustees), a Secretary and
a Treasurer. The Chair of the Board of Trustees, if any, and the President may,
but need not be, selected from among the Trustees. The Board of Trustees may
also in its discretion appoint Assistant Secretaries, Assistant Treasurers, and
other officers, agents and employees, who shall have such authority and perform
such duties as the Board or the Executive Committee may determine. The Board of
Trustees may fill any vacancy which may occur in any office. Any two offices,
except those of President and Vice-President, may be held by the same person,
but no officer shall execute, acknowledge or verify any instrument in more than
one capacity, if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers. At any time when a
person other than an interested person of the Fund under the Investment Company
Act of 1940 holds the position of Chair of the Board of Trustees, that person
shall not be considered an executive officer and the position shall be a Board
position only.

                  Section 2. Term of Office. The term of office of all officers
shall be one year and until their respective successors are chosen and qualify;
however, any officer may be removed from office at any time with or without
cause by the vote of a majority of the entire Board of Trustees.

                  Section 3. Powers and Duties. The officers of the Fund shall
have such powers and duties as generally pertain to their respective offices, as
well as such powers and duties as may from time to time be conferred by the
Board of Trustees or the Executive Committee.

                                   ARTICLE IV
                                     SHARES

                  Section 1. Certificates of Shares. Each Shareholder of the
Fund may be issued a certificate or certificates for his Shares in such form as
the Board of Trustees may from time to time prescribe, but only if and to the
extent and on the conditions prescribed by the Board.

                  Section 2. Transfer of Shares. Shares shall be transferable on
the books of the Fund by the holder thereof in person or by his duly authorized
attorney or legal representative, upon surrender and cancellation of
certificates, if any, for the same number of Shares, duly endorsed or
accompanied by proper instruments of assignment and transfer, with such proof of
the authenticity of the signature as the Fund or its agent may reasonably
require; in the case of Shares not represented by certificates, the same or
similar requirements may be imposed by the Board of Trustees.

                  Section 3. Stock Ledgers. The stock ledgers of the Fund,
containing the name and address of the Shareholders and the number of Shares
held by them respectively, shall be kept at the principal offices of the Fund
or, if the Fund employs a transfer agent, at the offices of the transfer agent
of the Fund.
                  Section 4. Lost, Stolen or Destroyed Certificates. The Board
of Trustees may determine the conditions upon which a new certificate may be
issued in place of a certificate which is alleged to have been lost, stolen or
destroyed; and may, in their discretion, require the owner of such certificate
or his legal representative to give bond, with sufficient surety to the Fund and
the transfer agent, if any, to indemnify it and such transfer agent against any
and all loss or claims which may arise by reason of the issue of a new
certificate in the place of the one so lost, stolen or destroyed.

                                    ARTICLE V
                                      SEAL

     The Board of Trustees shall provide a suitable seal of the Fund, in such
form and bearing such inscriptions as it may determine.

                                   ARTICLE VI
                                   FISCAL YEAR

         The fiscal year of the Fund shall be fixed by the Board of Trustees.

                                   ARTICLE VII
                              AMENDMENT OF BY-LAWS

                  The By-Laws of the Fund may be altered, amended, added to or
repealed by the Shareholders or by majority vote of the entire Board of
Trustees, but any such alteration, amendment, addition or repeal of the By-Laws
by action of the Board of Trustees may be altered or repealed by the
Shareholders.