INVESTMENT ADVISORY AGREEMENT 
 
 
     THIS AGREEMENT, made as of July 17, 1995, by and between
CHURCHILL TAX-FREE TRUST (the "Trust"), a Massachusetts business
trust, 380 Madison Avenue, Suite 2300, New York, New York 10017,
and BANC ONE INVESTMENT ADVISORS CORPORATION (the "Adviser")


                      W I T N E S S E T H :

 
     WHEREAS, the Business Trust and the Adviser wish to enter
into an Investment Advisory Agreement referred to hereafter as
"this Agreement," with respect to a portfolio of the Business
Trust entitled Churchill Tax-Free Fund of Kentucky (the "Fund"); 
 
     NOW THEREFORE, in consideration of the mutual promises and
agreements herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows: 
     
          
1. In General
 
     The Adviser agrees, all as more fully set forth herein, to
act as managerial investment adviser to the Fund with respect to
the investment of the Fund's assets, and to supervise and arrange
the purchase of securities for and the sale of securities held in
the portfolio of the Fund. 
 
2. Duties and Obligations of the Adviser With Respect To 
Investment of the Assets of the Fund

          (a) Subject to the succeeding provisions of this
section and subject to the direction and control of the Board of
Trustees of the Business Trust, the Adviser shall: 

          (i) Supervise continuously the investment program of
          the Fund and the composition of its portfolio;
 
          (ii) Determine what securities shall be purchased or
          sold by the Fund;
 
          (iii) Arrange for the purchase and the sale of
          securities held in the portfolio of the Fund; and
 
          (iv) At its expense provide for pricing of the Fund's
          portfolio daily using a pricing service or other source
          of pricing information satisfactory to the Fund and,
          unless otherwise directed by the Board of Trustees,
          provide for pricing of the Fund's portfolio at least
          quarterly using another such source satisfactory to the
          Fund.

          (b) Any investment program furnished by the Adviser
under this section shall at all times conform to, and be in
accordance with, any requirements imposed by: (1) the Investment
Company Act of l940 (the "Act") and any rules or regulations in
force thereunder; (2) any other applicable laws, rules and
regulations; (3) the Declaration of Trust and By-Laws of the
Business Trust as amended from time to time; (4) any policies and
determinations of the Board of Trustees of the Business Trust;
and (5) the fundamental policies of the Fund, as reflected in its
registration statement under the Act or as amended by the
shareholders of the Fund. 

          (c) The Adviser shall give the Fund the benefit of its
best judgment and effort in rendering services hereunder, but the
Adviser shall not be liable for any loss sustained by reason of
the adoption of any investment policy or the purchase, sale or
retention of any security, whether or not such purchase, sale or
retention shall have been based upon (i) its own investigation
and research or (ii) investigation and research made by any other
individual, firm or corporation, if such purchase, sale or
retention shall have been made and such other individual, firm or
corporation shall have been selected in good faith by the
Adviser.  Nothing herein contained shall, however, be construed
to protect the Adviser against any liability to the Fund or its
security holders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason
of its reckless disregard of its obligations and duties under
this Agreement. 

          (d) Nothing in this Agreement shall prevent the Adviser
or any affiliated person (as defined in the Act) of the Adviser
from acting as investment adviser or manager for any other
person, firm or corporation and shall not in any way limit or
restrict the Adviser or any such affiliated person from buying,
selling or trading any securities for its own or their own
accounts or for the accounts of others for whom it or they may be
acting, provided, however, that the Adviser expressly represents
that it will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations to the Fund
under this Agreement.  It is agreed that the Adviser shall have
no responsibility or liability for the accuracy or completeness
of the Business Trust's Registration Statement under the Act and
the Securities Act of 1933, except for information supplied by
the Adviser for inclusion therein.  The Adviser shall promptly
inform the Business Trust as to any information concerning the
Adviser appropriate for inclusion in such Registration Statement,
or as to any transaction or proposed transaction which might
result in an assignment of the Agreement.  The Business Trust
agrees to indemnify the Adviser to the full extent permitted by
the Business Trust's Declaration of Trust.
                                                                 
          (e) In connection with its duties to arrange for the
purchase and sale of the Fund's portfolio securities, the Adviser
shall select such broker-dealers ("dealers") as shall, in the
Adviser's judgment, implement the policy of the Fund to achieve
"best execution," i.e., prompt, efficient, and reliable execution
of orders at the most favorable net price.  The Adviser, as agent
for the Fund, shall cause the Fund to deal directly with the
selling or purchasing principal or market maker without incurring
brokerage commissions unless the Adviser determines that better
price or execution may be obtained by paying such commissions;
the Fund expects that most transactions will be principal
transactions at net prices and that the Fund will incur little or
no brokerage costs.  The Business Trust understands that
purchases from underwriters include a commission or concession
paid by the issuer to the underwriter and that principal
transactions placed through dealers include a spread between the
bid and asked prices.  In allocating transactions to dealers, the
Adviser is authorized to consider, in determining whether a
particular dealer will provide best execution, the dealer's
reliability, integrity, financial condition and risk in
positioning the securities involved, as well as the difficulty of
the transaction in question, and thus need not pay the lowest
spread or commission available if the Adviser determines in good
faith that the amount of commission is reasonable in relation to
the value of the brokerage and research services provided by the
dealer, viewed either in terms of the particular transaction or
the Adviser's overall responsibilities as to the accounts as to
which it exercises investment discretion.  If, on the foregoing
basis, the transaction in question could be allocated to two or
more dealers, the Adviser is authorized, in making such
allocation, to consider (i) whether a dealer has provided
research services, as further discussed below; and (ii) whether a
dealer has sold shares of the Fund or any other investment
company or companies having the Adviser as its investment adviser
or having the same sub-adviser, administrator or principal
underwriter as the Fund.  Such research may be in written form or
through direct contact with individuals and may include
quotations on portfolio securities and information on particular
issuers and industries, as well as on market, economic, or
institutional activities.  The Business Trust recognizes that no
dollar value can be placed on such research services or on
execution services, that such research services may or may not be
useful to the Fund and/or other accounts of the Adviser, and that
research received by such other accounts may or may not be useful
to the Fund. 
                                                                
3.  Allocation of Expenses
 
     The Adviser agrees that it will furnish the Fund, at the
Adviser's expense, all office space, facilities, equipment and
clerical personnel necessary for carrying out its duties under
this Agreement.  The Adviser agrees that it will supply, or cause
to be supplied, to any sub-adviser, administrator or principal
underwriter of the Fund all necessary financial information in
connection with such sub-adviser's, administrator's or principal
underwriter's duties under any agreement between such sub-
adviser, administrator or principal underwriter and the Business
Trust.  The Adviser will also pay all compensation of the Fund's
officers, employees, and Trustees, if any, who are affiliated
persons of the Adviser.  The Fund agrees to bear the costs of
preparing and setting in type its prospectuses, statements of
additional information and reports to its shareholders, and the
costs of printing or otherwise producing and distributing those
copies of such prospectuses, statements of additional information
and reports as are sent to its shareholders.  All costs and
expenses not expressly assumed by the Adviser under this
Agreement or by such sub-adviser, administrator or principal
underwriter shall be paid by the Fund, including, but not limited
to (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums; (iv) compensation and expenses of its
Trustees other than those affiliated with the Adviser or such
sub-adviser, administrator or principal underwriter; (v) legal
and audit expenses; (vi) custodian and transfer agent, or
shareholder servicing agent, fees and expenses; (vii) expenses
incident to the issuance of its shares (including issuance on the
payment of, or reinvestment of, dividends); (viii) fees and
expenses incident to the registration under Federal or State
securities laws of the Fund or its shares; (ix) expenses of
preparing, printing and mailing reports and notices and proxy
material to shareholders of the Fund; (x) all other expenses
incidental to holding meetings of the Fund's shareholders; and
(xi) such non-recurring expenses as may arise, including
litigation affecting the Fund and the legal obligations for which
the Business Trust may have to indemnify its officers and
Trustees. 

4. Compensation of the Adviser

          (a) The Business Trust agrees to pay the Adviser, and
the Adviser agrees to accept as full compensation for all
services rendered by the Adviser as such, a management fee
payable monthly and computed on the net asset value of the Fund
as of the close of business each business day at the annual rate
of 0.17 of 1% of such net asset value, provided, however, that
for any day that the Fund pays or accrues a fee under the
Distribution Plan of the Fund based upon the assets of the Fund
(other than a fee allocable by class to certain shares of the
Fund), the annual management fee shall be payable at the annual
rate of 0.14 of 1% of such net asset value.
                                                                 
          (b) The Adviser agrees that the fee under (a) above
shall be reduced, but not below zero, by an amount equal to its
pro-rata portion (hereafter described) of the amount, if any, by
which the total expenses of the Fund in any fiscal year,
exclusive of taxes, interest and brokerage fees, shall exceed the
lesser of (i) 2.5% of the first $30 million of average annual net
assets of the Fund plus 2% of the next $70 million of such assets
and 1.5% of such assets in excess of $100 million, or (ii) 25% of
the Fund's total annual investment income.  The payment of the
fee under (a) above at the end of any month will be reduced or
postponed so that at no time will there be any accrued but unpaid
liability under this expense limitation, subject to readjustment
during the year. The pro rata portion, as between the
Administrator and Adviser, is based on the aggregate of the fee
of the Adviser and the fee of the Administrator (exclusive of
amounts paid or to be paid out by the Administrator, if any, for
the applicable period pursuant to the Fund's Distribution Plan).

5. Duration and Termination
 
          (a) This Amended and Restated Investment Advisory
Agreement shall become effective on September 11, 1995, and shall
continue for 120 days thereafter unless during that period it is
approved by the shareholders of the Fund, in which case it shall,
unless terminated as hereinafter provided, continue in effect
until the June 30 next preceding the second anniversary of the
effective date of this Agreement, and from year to year
thereafter, but only so long as such continuance is specifically
approved at least annually (1) by a vote of the Business Trust's
Board of Trustees, including a vote of a majority of the Trustees
who are not parties to this Agreement or "interested persons" (as
defined in the Act) of any such party, with votes cast in person
at a meeting called for the purpose of voting on such approval,
or (2) by a vote of the holders of a "majority" (as so defined)
of the outstanding voting securities of the Fund and by such a
vote of the Trustees.

          (b) This Agreement may be terminated by the Adviser at
any time without penalty upon giving the Business Trust sixty
days' written notice (which notice may be waived by the Business
Trust) and may be terminated by the Business Trust at any time
without penalty upon giving the Adviser sixty days' written
notice (which notice may be waived by the Adviser), provided that
such termination by the Business Trust shall be directed or
approved by a vote of a majority of its Trustees in office at the
time or by a vote of the holders of a majority (as defined in the
Act) of the voting securities of the Fund outstanding and
entitled to vote. This Agreement shall automatically terminate in
the event of its assignment (as defined in the Act). 
                                                                 
 6.  Disclaimer of Shareholder Liability
 
          The Adviser understands that the obligations of this
Agreement are not binding upon any shareholder of the Fund
personally, but bind only the Business Trust's property; the
Adviser represents that it has notice of the provisions of the
Business Trust's Declaration of Trust disclaiming shareholder
liability for acts or obligations of the Fund. 

7. Notices of Meetings

          The Business Trust agrees that notice of each meeting
of the Board of Trustees of the Business Trust will be sent to
the Adviser and that the Business Trust will make appropriate
arrangements for the attendance (as persons present by
invitation) of such person or persons as the Adviser may
designate. 

          IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized
officers and their seals to be hereunto affixed, all as of the
day and year first above written. 
 

 
ATTEST:                    Churchill Tax-Free Trust 
 



________________________   By:___________________________________
                                Lacy B. Herrmann 
Assistant Secretary             President and Chairman 
 


 
ATTEST:                 Banc One Investment Advisors Corporation
 
 
 
________________________   By:___________________________________