| [ ]    | Preliminary Proxy Statement                     |
|--------|-------------------------------------------------|
| [ ]    | Confidential, for Use of the Commission Only    |
|   | (as permitted by Rule 14a-6(e)(2))              |
| [X]    | Definitive Proxy Statement                      |
| [ ]    | Definitive Additional Materials                 |
| [ ]    | Soliciting Material Pursuant to Sec. 240.14a-12 |

| [X] | No fee required |
|-----|-----------------|

|  |   | Churchill Tax-Free Fund of Kentucky |
|--|--------|-------------------------------------|

| Place:                    | (a)    | at Papa John’s Cardinal StadiumBrown & Williamson ClubUniversity of Louisville2800 South Floyd StreetLouisville, Kentucky;                                                                                                                                                                                                                                                                                                                                      |   |
|---------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Time:                     | (b)    | on Friday, April 29, 2011at 8:30 a.m. Eastern Daylight Time;                                                                                                                                                                                                                                                                                                                                                                                                              |   |
| Purposes:                 | (c)    | for the following purposes:                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                      | (i)    | to elect eight Trustees; each Trustee elected will hold office until the next annual meeting of the Fund’s shareholders or until his or her successor is duly elected (Proposal No. 1);                                                                                                                                                                                                                                                                             |
|                      | (ii)   | to ratify (that is, to approve) or reject the selection of Tait, Weller & Baker LLP as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2011 (Proposal No. 2);                                                                                                                                                                                                                                                  |
|                      | (iii)  | to act upon any other matters which may properly come before the Meeting at the scheduled time and place or any adjourned meeting or meetings.                                                                                                                                                                                                                                                                                                                                 |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Who Can Vote What Shares: | (d)    | To vote at the Meeting, you must have been a shareholder on the Fund’s records at the close of business on February 3, 2011 (the “record date”).  Also, the number of shares of each of the Fund’s outstanding classes of shares that you held at that time and the respective net asset values of each class of shares at that time determine the number of votes you may cast at the Meeting (or any adjourned meeting or meetings).  |   |

| Name and address of the holder of record                                                          | Number of shares         | Percent of class |   |
|---------------------------------------------------------------------------------------------------|--------------------------|------------------|--------|
|                                                                                              |                     |             |   |
| Institutional 5% shareholders                                                                     |                     |             |   |
|                                                                                              |                     |             |   |
| NFS LLC FEBOStock Yards Bank200 S. 5th St.Louisville, KY                                          | 2,660,445 Class A Shares | 14.77%           |   |
|                                                                                              |                     |             |   |
| VALLEE & CO FBO SGc/o M&I TRUST CO NA11270 W Park PlMilwaukee, WI                         | 2,320,762 Class Y Shares | 61.73%           |   |
|                                                                                              |                     |             |   |
| Danky & Co.P.O. Box 28Danville, KY                                                            | 356,333 Class Y Shares   | 9.48%            |   |
|                                                                                              |                     |             |   |
| Morgan Keegan & Company, Inc.FBO Bankdanc/o Kentucky Trust Company218 W. Main St.Danville, KY | 271,044 Class Y Shares   | 7.21%            |   |
|                                                                                              |                     |             |   |
| Bankdanc/o Kentucky Trust Company218 W. Main St.Danville, KY                                      | 197,468 Class Y Shares   | 5.25%            |   |
|                                                                                              |                     |             |   |
| Pershing LLCP.O. Box 2052Jersey City, NJ                                                          | 666,826 Class I Shares   | 92.63%           |   |
|                                                                                              |                     |             |
| Additional 5% shareholders                                                                        |                     |             |

| Nominees                                                   |
|-----------------------------------------------------------------|
|     Name, Address(1) and Date of Birth |  Positions Held withFund and Length of Service(2) |     Principal Occupation(s) During Past 5 Years(3) | Number of Portfolios in Fund Complex(4)Overseen by Trustee | Other Directorships Held by Trustee During Past 5 Years |
|  Interested Trustee(5)                                |   |   |   |   |
| Diana P. HerrmannNew York, NY(02/25/58)                    | Trustee since 1995 and President since 1999  | Vice Chair and Chief Executive Officer of Aquila Management Corporation, Founder of the Aquila Group of Funds(6) and parent of Aquila Investment Management LLC, Manager since 2004, President since 1997, Chief Operating Officer, 1997-2008, a Director since 1984, Secretary since 1986 and previously its Executive Vice President, Senior Vice President or Vice President, 1986-1997; Chief Executive Officer and Vice Chair since 2004, President and Manager  since 2003, and Chief Operating Officer (2003-2008), of the Manager; Chair, Vice Chair, President, Executive Vice President and/or Senior Vice President of funds in the Aquila Group of Funds since 1986; Director of the Distributor since 1997; Governor, Investment Company Institute (the trade organization for the U.S. mutual fund industry dedicated to protecting shareholder interests and educating the public about investing) for various periods since 2004, and head of its Small Funds Committee, 2004-2009; active in charitable and volunteer organizations.  | 12 | ICI Mutual Insurance Company, a Risk Retention Group (2006-2009 and since 2010) |
| Non-interestedTrustees                                     |   |   |   |   |
| Thomas A. ChristopherDanville, KY(12/19/47)                | Chair of the Board of Trustees since 2005 and Trusteesince 1992  | Vice President of Robinson, Hughes & Christopher, C.P.A.s, P.S.C., since 1977; President, A Good Place for Fun, Inc., a sports facility, since 1987; Director, Sunrise Children’s Services Inc. (2010); currently or formerly active with various professional and community organizations.  | 5 | None |
| David A. DuffyNorth Kingstown, RI(08/07/39)                | Trustee since 2009  | Chairman, Rhode Island Convention Center Authority since 2003; director (advisory board) of Citizens Bank of Rhode Island and Connecticut since 1999; retired Founder, formerly President, Duffy & Shanley, Inc., a marketing communications firm, 1973-2003; past National Chairman, National Conference for Community and Justice (NCCJ); Past Chair, Providence College President’s Council; Past Vice Chair, Providence College Board of Trustees; officer or director of numerous civic and non-profit organizations.  | 2 | Delta Dental of Rhode Island |
| Theodore T. MasonHastings-on-Hudson, NY(11/24/35)               | Trustee since 1987  | Executive Director, East Wind Power Partners LTD since 1994 and Louisiana Power Partners, 1999-2003; Assistant Treasurer, Fort Schuyler Maritime Alumni Association, Inc., successor to Alumni Association of SUNY Maritime College, since 2010 (Treasurer, 2004-2009, President, 2002-2003, First Vice President, 2000-2001, Second Vice President, 1998-2000) and director of the same organization since 1997; Director, STCM Management Company, Inc., 1973-2004; twice national officer of Association of the United States Navy (formerly Naval Reserve Association), Commanding Officer of four naval reserve units and Captain, USNR (Ret); director, The Navy League of the United States New York Council since 2002; trustee, The Maritime Industry Museum at Fort Schuyler, 2000-2004; and Fort Schuyler Maritime Foundation, Inc., successor to the Maritime College at Fort Schuyler Foundation, Inc., since 2000.  | 9 | Formerly Trustee, Premier VIT |
| Anne J. MillsCastle Rock, CO (12/23/38)                    | Trustee since 1987  | President, Loring Consulting Company since 2001; Vice President for Business Management and CFO, Ottawa University, 1992-2001, 2006-2008; IBM Corporation, 1965-1991; currently active with various charitable, educational and religious organizations.  | 5 | None |
| John J. PartridgeProvidence, RI(05/05/40)                  | Trustee since 2009 | Founding Partner, Partridge Snow & Hahn LLP, a law firm, Providence, Rhode Island, since 1988, Senior Counsel, since January 1, 2007; Assistant Secretary – Advisor to the Board, Narragansett Insured Tax-Free Income Fund, 2005-2008, Trustee 2002-2005; director or trustee of various educational, civic and charitable organizations, including Ocean State Charities Trust, Memorial Hospital of Rhode Island, and The Pawtucket Foundation.  | 5 | None |
| James R. RamseyLouisville, KY(11/14/48)                    | Trustee since 1987 | President, University of Louisville since November 2002; Professor of Economics, University of Louisville, 1999-present; Kentucky Governor’s Senior Policy Advisor and State Budget Director, 1999-2002; Vice Chancellor for Finance and Administration, the University of North Carolina at Chapel Hill, 1998 to 1999; previously Vice President for Finance and Administration at Western Kentucky University, State Budget Director for the Commonwealth of Kentucky, Chief State Economist and Executive Director for the Office of Financial Management and Economic Analysis for the Commonwealth of Kentucky, Adjunct Professor at the University of Kentucky, Associate Professor at Loyola University-New Orleans and Assistant Professor at Middle Tennessee State University.  | 2 | Community Bank and Trust, Pikeville, KY and Texas Roadhouse Inc. |
| Laureen L. WhiteNorth Kingstown, RI(11/18/59)              | Trustee since 2009 | President, Greater Providence Chamber of Commerce, since 2005, Executive Vice President 2004-2005 and Senior Vice President, 1989-2002; Executive Counselor to the Governor of Rhode Island for Policy and Communications, 2003-2004. | 2 | None |

| Diana P. Herrmann:     | More than 20 years of experience in mutual fund management.                                                   |
|------------------------|--------------------------------------------------------------------------------------------------------------------|
| Thomas A. Christopher: | Experienced trustee of mutual funds, knowledgeable about financial and local matters.                         |
| David A. Duffy:        | Experienced mutual fund trustee, knowledgeable about local government affairs.                                |
| Theodore T. Mason:     | Extensive financial and management experience; knowledgeable about operation and management of mutual funds.  |
| Anne J. Mills:         | Extensive financial and management experience; knowledgeable about operation and governance of mutual funds.  |
| John J. Partridge:     | Lawyer, knowledgeable about finance and corporate governance.                                                 |
| James R. Ramsey:       | Experienced educator and knowledgeable about local economy and governmental affairs.                          |
| Laureen L. White       | Knowledgeable about local government affairs.                                                                      |

|     Name, Address(1)  and Date of Birth |  Positions Held with Trust and Length of Service(2)                               |      Principal Occupation(s) During Past 5 Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|------------------------------------------------------------------|----------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  Other Individuals Chairman Emeritus(7)           |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Lacy B. HerrmannNew York, NY(05/12/29)                           | Founder and Chairman Emeritus since 2005, Chairman of the Board of Trustees, 1987-2005 | Founder and Chairman of the Board, Aquila Management Corporation, the sponsoring organization and parent of the Manager or Administrator and/or Adviser to each fund of the Aquila Group of Funds; Chairman of the Manager or Administrator and/or Adviser to each since 2004; Founder and Chairman Emeritus of each fund in the Aquila Group of Funds; previously Chairman and a Trustee of each fund in the Aquila Group of Funds since its establishment until 2004 or 2005; Director of the Distributor since 1981 and formerly Vice President or Secretary, 1981-1998; Director or  trustee, Premier VIT, 1994-2009; Director or trustee of Oppenheimer Quest Value Funds Group, Oppenheimer Small Cap Value Fund, Oppenheimer Midcap Fund, 1987-2009, and Oppenheimer Rochester Group of Funds, 1995-2009; Trustee Emeritus, Brown University and the Hopkins School; active in university, school and charitable organizations.  |
| Officers                                                    |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Charles E.Childs, IIINew York, NY(04/01/57)                 | Executive Vice President since 2003                                                    | Executive Vice President of all funds in the Aquila Group of Funds and the Manager and the Manager’s parent since 2003; Chief Operating Officer of the Manager and the Manager’s parent since 2008; formerly Senior Vice President, corporate development, Vice President, Assistant Vice President and Associate of the Manager’s parent since 1987; Senior Vice President, Vice President or Assistant Vice President of the Aquila Money-Market Funds, 1988-2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Marie E. AroDenver, CO(02/10/55)                                 | Senior Vice President since 2010                                                  | Co-President of the Distributor since 2010, Vice President, 1993-1997; Senior Vice President, Aquila Three Peaks Opportunity Growth Fund since 2004; Senior Vice President, Tax-Free Trust of Arizona since 2010 and Vice President, 2004-2010; Senior Vice President, Aquila Three Peaks High Income Fund since 2006; Senior Vice President, Hawaiian Tax-Free Trust, Tax-Free Fund For Utah, Tax-Free Fund of Colorado, Tax-Free Trust of Oregon, Churchill Tax-Free Fund of Kentucky and Narragansett Insured Tax-Free Income Fund since 2010; Vice President, INVESCO Funds Group, 1998-2003.                                                                                                                                                                                                                                                                                                                                                 |
| Paul G. O’BrienCharlotte, NC(11/28/59)                     | Senior Vice President since 2010                                                       | Co-President, Aquila Distributors, Inc. since 2010, Managing Director, 2009-2010; Senior Vice President of Aquila Three Peaks Opportunity Growth Fund, Aquila Three Peaks High Income Fund, and each of the Aquila Municipal Bond Funds since 2010; held various positions to Senior Vice President and Chief Administrative Officer of Evergreen Investments Services, Inc., 1997 - 2008; Mergers and Acquisitions Coordinator for Wachovia Corporation, 1994 - 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Todd W. CurtisPhoenix, AZ(06/08/49)                         | Vice President since 2004                                                         | Senior Vice President and Portfolio Manager, Tax-Free Trust of Arizona, since August 2004; Vice President and Portfolio Manager, Churchill Tax-Free Fund of Kentucky, since 2009, backup portfolio manager, 2004-2009; Vice President and Co-Portfolio Manager, Tax-Free Fund For Utah, since 2009; Vice President and Portfolio Manager, Banc One Investment Advisors, Inc. and its predecessors, 1981-2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| James ThompsonBountiful, Utah(03/17/55)                     | Assistant Vice President since 2009                                               | Vice President and Co-Portfolio Manager, Tax-Free Fund For Utah, since 2009; Assistant Vice President and Backup Portfolio Manager, Tax-Free Trust of Arizona and Churchill Tax-Free Fund of Kentucky, since 2009; Senior Vice President, First Security Bank/Wells Fargo Brokerage Services LLC, Salt Lake City, UT, 1991-2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Jason T. McGrewElizabethtown, KY(08/14/71)                       | Vice President since 2001                                                         | Vice President, Churchill Tax-Free Fund of Kentucky since 2001, Assistant Vice President, 2000-2001; Vice President, Aquila Three Peaks Opportunity Growth Fund since 2006; Investment Broker with Raymond James Financial Services 1999-2000 and with J.C. Bradford and Company 1997-1999; Associate Broker at Prudential Securities 1996-1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Robert S. DriessenNew York, NY (10/12/47)                   | Chief Compliance Officer since 2009                                                    | Chief Compliance Officer of each fund in the Aquila Group of Funds, the Manager and the Distributor since December 2009; Vice President, Chief Compliance Officer, Curian Capital, LLC, 2004-2008; Vice President, Chief Compliance Officer, Phoenix Investment Partners, Ltd., 1999- 2004; Vice President, Risk Liaison, Corporate Compliance, Bank of America, 1996-1999; Vice President, Securities Compliance, Prudential Insurance Company of America, 1993-1996; various positions to Branch Chief, U.S. Securities and Exchange Commission, 1972-1993.                                                                                                                                                                                                                                                                                                                                                                                     |
| Joseph P. DiMaggioNew York, NY(11/06/56)                    | Chief Financial Officer since 2003 and Treasurer since 2000                       | Chief Financial Officer of each fund in the Aquila Group of Funds since 2003 and Treasurer since 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Edward M. W. HinesNew York, NY(12/16/39)                         | Secretary since 1987                                                              | Of Counsel to Butzel Long, a professional corporation, counsel to the Fund, since 2010 and previously Shareholder since 2007; Partner of Hollyer Brady Barrett & Hines LLP, its predecessor as counsel, 1989-2007; Secretary of each fund in the Aquila Group of Funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

|                    |                                                                |                                                                                    |
|-------------------------|---------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
|  Name of Nominee   | Dollar Range of Ownership in Churchill Tax-Free Fund of Kentucky(1) | Aggregate Dollar Range of Ownership in the Aquila Group of Funds Overseen by Trustee(1) |
|                    |                                                                |                                                                                    |
| Interested Nominee      |                                                                |                                                                                    |
|                    |                                                                |                                                                                    |
| Diana P. Herrmann       | C                                                                   | E                                                                                       |
|                    |                                                                |                                                                                    |
| Non-interested Nominees |                                                                |                                                                                    |
|                    |                                                                |                                                                                    |
| Thomas A. Christopher   | E                                                                   | E                                                                                       |
|                    |                                                                |                                                                                    |
| David A. Duffy          | C                                                                   | C                                                                                       |
|                    |                                                                |                                                                                    |
| Theodore T. Mason       | C                                                                   | E                                                                                       |
|                    |                                                                |                                                                                    |
| Anne J. Mills           | C                                                                   | D                                                                                       |
|                    |                                                                |                                                                                    |
| John J. Partridge       | C                                                                   | E                                                                                       |
|                    |                                                                |                                                                                    |
| James R. Ramsey         | E                                                                   | E                                                                                       |
|                    |                                                                |                                                                                    |
| Laureen L. White        | B                                                                   | B                                                                                       |

| Name                  | Compensation from the Fund | Compensation from all funds in the Aquila Group of Funds | Number of boards on which the Trustee now serves |
|-----------------------|----------------------------|----------------------------------------------------------|--------------------------------------------------|
|                  |                       |                                                     |                                             |
| Thomas A. Christopher | $22,442                    | $102,500                                                 | 5                                                |
| David A. Duffy        | $11,250                    | $28,500                                                  | 2                                                |
| Theodore T. Mason     | $11,185                    | $140,250                                                 | 9                                                |
| Anne J. Mills         | $13,200                    | $74,000                                                  | 5                                                |
| John J. Partridge     | $11,333                    | $41,000                                                  | 5                                                |
| James R. Ramsey       | $14,250                    | $28,500                                                  | 2                                                |
| Laureen L. White      | $11,000                    | $25,500                                                  | 2                                                |
|                  |                       |                                                     |                                             |

|                         | 2009    | 2010    |
|------------------------------|---------|---------|
|                         |    |    |
| Audit Fees                   | $17,600 | $18,500 |
| Audit related fees           | 500     | 0       |
| Audit and audit related fees | $18,100 | $18,500 |
| Tax fees (1)                 | 3,200   | 3,300   |
| All other fees               | 0       | 0       |
| Total                        | $21,300 | $21,800 |

|  (1) | Tax fees consisted of fees for tax consultation and tax compliance services. |
|-----------|------------------------------------------------------------------------------|

|   | Your Proxy Vote is important! And now you can Vote your Proxy on the PHONE or the INTERNET. It saves Money! Telephone and Internet voting saves postage costs.  Savings which can help minimize expenses. It saves Time!  Telephone and Internet voting is instantaneous – 24 hours a day. It’s Easy!  Just follow these simple steps: 1. Read your Proxy Statement and have it at hand. 2. Call toll-free 1-800-337-3503, or go to website: www.proxy-direct.com 3. Follow the recorded or on-screen directions. 4. Do not mail your Proxy Card when you vote by phone or Internet. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | VOTE VIA THE TELEPHONE: 1-800-337-3503VOTE VIA THE INTERNET: www.proxy-direct.com                                                                                                                                                                                                                                                  |    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
|   | 999 9999 9999 999                                                                                                                                                                                                                                                                                                                  |    |   |
|   |                                                                                                                                                                                                                                                                                                                               |    |   |
|   | Note:  PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS PROXY CARD.  When signing as custodian, attorney, executor, administrator, trustee, guardian, etc., please sign your title as such.  Joint owners should each sign.                                                                    |    |   |
|   |  ____Signature (if held jointly) ____Signature (if held jointly) ____Date                                        |    |   |
|   |                                                                                                                                                                                                                                                                                                                               | YES     | NO |
|   | I plan to attend the Annual Meeting in Louisville                                                                                                                                                                                                                                                                                  | ⁮ | ⁮ |
|   |                                                                                                                                                                                                                                                                                                                               |    |   |
|   |                                                                                                                                                                                                                                                                                                                               |    |   |

|                                                                                                                                                                                                                   |                 |                   | FOR     | WITHHOLD | FOR ALL |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|------------------------|---------|----------|---------|
|                                                                                                                                                                                                                   |                 |                   |    |     |    |
| 1. Election of Trustee Nominees:                                                                                                                                                                                  |                 | ⁮                | ⁮ | ⁮  |
|                                                                                                                                                                                                                   |                 |                   |    |     |    |
| 01) Thomas A. Christopher                                                                                                                                                                                              | 02) David A. Duffy   | 03) Diana P. Herrmann* |    |     |    |
| 04) Theodore T. Mason                                                                                                                                                                                                  | 05) Anne J. Mills    | 06) John J. Partridge  |    |     |    |
| 07) James R. Ramsey                                                                                                                                                                                                    | 08) Laureen L. White |                   |    |     |    |
|                                                                                                                                                                                                                   |                 | *Interested Trustee    |    |     |    |
|                                                                                                                                                                                                                   |                 |                   |    |     |    |
| To withhold authority to vote for one or more (but not all) nominees, mark “For All Except” and write the nominee number(s) and/or name(s) on the line below.                                              |                 |                   |    |
|                                                                                                                                                                                                                   |                 |                   | FOR     | AGAINST  | ABSTAIN |
|                                                                                                                                                                                                                   |                 |                   | ⁮ | ⁮  | ⁮ |
| 2. Action on selection of Tait, Weller & Baker LLP as independent registered public accounting firm.  (Proposal No. 2 in Proxy Statement)                                                           |                 |                   |    |
|                                                                                                                                                                                                                   |                 |                   |    |     |    |
| As to any other matter said proxies shall vote in accordance with their best judgment.                                                                                                                                 |                 |                   |    |
|                                                                                                                                                                                                                   |                 |                   |    |     |    |
| Annual Meeting Attendance – You are encouraged to attend the Annual Meeting of Shareholders.  If you can attend, please so indicate on the proxy card or e-mail us at info@aquilafunds.com   |

| HAS YOUR ADDRESS CHANGED |   | DO YOU HAVE ANY COMMENTS |
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