TRANSFER AGENCY AGREEMENT

     THIS AGREEMENT is made this 9th day of February, 1989, by and
between Churchill Tax-Free Trust, an unincorporated business trust
organized under the laws of Massachusetts (the "Trust"), and
Administrative Data Management Corp., a corporation organized and
existing under the laws of the State of New York ("ADM").

                         R E C I T A L S

     WHEREAS, the Trust is registered as an open-end, non-
diversified, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act") currently offering
shares (the "Shares") of Churchill Tax-Free Fund of Kentucky (the
"Fund"), a series of the Trust; and

     WHEREAS, the Trust and the Fund desire to retain ADM to serve
as the Fund's transfer agent, registrar and dividend disbursing
agent, and ADM is willing to furnish such services;

     NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto
as follows (when used below, the "Fund" shall refer to the Trust or
the Fund, as appropriate):

     1.   Appointment.  The Fund hereby appoints ADM to serve as
transfer agent, registrar and dividend disbursing agent for the
Fund, for the period and on the terms set forth in this Agreement. 
ADM accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided for in
Paragraph 15 of this Agreement.

     2.   Delivery of Documents.  (a) The Fund has furnished ADM
with copies properly certified or authenticated of each of the
following:
          (i)  Resolutions of the Fund's Board of Trustees
authorizing the execution of this Agreement;
         (ii)  Appendix B identifying and containing the signatures
of the Fund's officers and other persons authorized to sign Written
Instructions and give Oral Instructions, each as hereinafter
defined, on behalf of the Fund;
         (iii)  The Fund's Declaration of Trust filed with the
Secretary of State of the Commonwealth of Massachusetts and all
amendments thereto (such Declaration of Trust, as presently in
effect and as it shall from time to time be amended, is herein
called the "Declaration"); 
          (iv)  The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time
be amended, are herein called the "By-Laws");
          (v)  The Fund's Registration Statement on Form N-1A under
the Securities Act of 1933, as amended (the "1933 Act") and under
the 1940 Act as filed with the Securities and Exchange Commission
("SEC") and all amendments thereto;
          (vi)  The Fund's most recent prospectus and statement of
additional information (such prospectus and statement of additional
information, as from time to time in effect and all amendments and
supplements thereto are herein called the "Prospectus").
         (b)  ADM has furnished the Fund with copies properly
certified or authenticated its Registration Statement on Form TA-1
under the Securities Exchange Act of 1934, as amended and all
annual or other public reports filed with the SEC as may be
requested by the Fund.
          (c)  Each party from time to time will furnish the other
with copies, properly certified or authenticated, of all amendments
or supplements to the foregoing, if any.  Neither party is
obligated hereby to provide the other with otherwise confidential
information.

     3.   Definitions.
          (a) "Authorized Person".  As used in this Agreement, the
term "Authorized Person" means the Fund's officers and other
persons duly authorized by the Board of Trustees of the Fund to
give Oral and Written Instructions on behalf of the Fund and listed
on the Certificate annexed hereto as Appendix B or any amendment
thereto as may be received by ADM from time to time.
          (b) "Oral Instructions".  As used in this Agreement, the
term "Oral Instructions" means verbal instructions actually
received by ADM from an Authorized Person or from a person
reasonably believed by ADM to be an Authorized Person.  The Fund
agrees to deliver to ADM Written Instructions confirming Oral
Instructions.
          (c) "Written Instructions".  As used in this Agreement,
the term "Written Instructions" means written instructions
delivered by mail, telegram, cable, telex or facsimile sending
device, and received by ADM and signed by an Authorized Person or
reasonably believed by ADM to have been signed by or authorized by
an Authorized Person unless otherwise required by a resolution of
the Board of Trustees furnished to ADM pursuant to Section 2(a)
hereof.

     4.   Instructions Consistent with Declaration, etc.
          (a) Unless otherwise provided in this Agreement, ADM
shall act only upon Oral or Written Instructions.  Although ADM may
take cognizance of the provisions of the Declaration and By-Laws of
the Fund, the Fund's Prospectus and the laws, rules and regulations
applicable to the Fund, ADM may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent
with any provisions of such Declaration or By-Laws, the Fund's
Prospectus or with any laws, rules or regulations applicable to the
Fund or any vote, resolution or proceeding of the Shareholders, or
of the Board of Trustees, or of any committee thereof.
          (b) ADM shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by ADM
pursuant to this Agreement and shall have no liability for any
action which it takes or omits in accordance with such Oral
Instructions or Written Instructions, whether received from
personnel of the Fund, its investment adviser, its administrator,
or otherwise.  The Fund agrees to forward to ADM Written
Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by ADM, whether by hand delivery,
telex, facsimile sending device or otherwise, as promptly as
practicable after Oral Instructions are given to ADM.  The Fund
agrees that the fact that such confirming Written Instructions are
not received by ADM shall in no way affect the validity of the
actions or transactions or enforceability of the actions or
transactions authorized by the Fund by giving Oral Instructions.

     5.   Transactions Not Requiring Instructions.
          (a) In the absence of contrary Written Instructions, ADM
is authorized to take and to the extent set forth in the Activities
List shall take the following actions:
              (i)                  issuance, transfer and
redemption of Shares;
              (ii)                 opening, maintenance, servicing
and closing of accounts of Shareholders or prospective
Shareholders;
              (iii)                acting as agent of the Fund, in
connection with plan accounts, upon the terms and subject to the
conditions contained in the application relating to the plan
account in question;
              (iv)                 causing the reinvestment in
Shareholders' accounts of dividends and distributions declared upon
shares;
              (v)                  transferring the investment of
an investor into, or from, the shares of other open-end investment
companies, if and to the extent permitted by the Prospectus;
              (vi)                 processing redemptions;
              (vii)                examining and approving legal
transfers;
              (viii)               furnishing to Shareholders
confirmations of transactions relating to their Shares;
              (ix)                 preparing and mailing to the
Internal Revenue Service and all payees all information returns and
payee statements required under the Internal Revenue Code in
respect to the Fund's dividends and distributions and taking all
other necessary actions in connection with the dividend and other
withholding requirements of that Code;
              (x)                  mailing to Shareholders annual
and semi-annual reports prepared by or on behalf of the Fund, and
mailing new Prospectuses upon their issue to shareholders.
              (xi)                 preparation and sending such
other information from the Fund records held by ADM as may be
reasonably requested by the Fund;
              (xii)                preparation and sending to the
Fund such affidavits of mailing and certifications as are
reasonably requested by an officer of the Fund;
              (xiii)               transferring stock certificates
representing shares for other stock certificates representing such
shares;
              (xiv)                replacing allegedly lost, stolen
or destroyed stock certificates with or without surety bonds; and
              (xv)                 maintaining such books and
records relating to transactions effected by ADM as are required by
the 1940 Act, or by any other applicable provisions of law, to be
maintained by the Fund or its transfer agent with respect to such
transactions, and preserving, or causing to be preserved, any such
books and records for such periods as may be required by any such
law, rule or regulation.
          (b) ADM agrees to act as Proxy Agent in connection with
the holding of annual or special meetings of Shareholders, mailing
to Shareholders notices, proxies and proxy statements in connection
with the holding of such meetings, receiving and tabulating votes
cast by proxy and communicating to the Fund the results of such
tabulation accompanied by appropriate certificates, and preparing
and furnishing to the Fund certified lists of Shareholders as of
such date, and in such form and containing such information as may
be required by the Fund to comply with any applicable provisions of
law or its Declaration and/or By-Laws relating to such meetings. 
ADM shall be reimbursed for out-of-pocket expenses in performing
such services, such as the costs of forms, envelopes and postage. 
ADM at its cost with the consent of the Fund may employ another
firm to perform all or some of the functions required by this
subsection.  The Fund shall pay such additional charges as the
parties may agree upon for the services of the Transfer Agent in
connection with special meetings of shareholders of the Fund in
excess of one such meeting held in any fiscal year of the Fund.
          (c) ADM shall furnish to the Fund such information and
at such intervals as the Fund may reasonably request for the Fund
to comply with the normal registration and/or the normal reporting
requirements of the SEC, Blue Sky authorities or other regulatory
agencies.  All such information shall be materially correct and
complete based upon information supplied to ADM.
          (d) ADM shall, in addition to the services herein
itemized, if so requested by the Fund and for such additional fees
as the Fund and ADM may from time to time agree, perform and do all
other acts and services that are customarily performed and done by
transfer agents, dividend disbursing agents and shareholder
servicing agents of open-end mutual funds such as the Fund,
provided that normally occurring improvements in the services of
such agents will be provided without initial capital cost to the
Fund and at service fees which are competitive with those
prevailing in the industry.
          (e)  The parties hereto agree that without prejudice to
any other provisions of this Agreement, the functions of ADM and
the Fund under this Agreement will be substantially performed in
accordance with the Activities List set out in Appendix A to this
Agreement.  Such activities List as amended from time to time is an
integral part of this Agreement.  In the event that the provisions
of this Agreement are in conflict with or are inconsistent with
those set forth in such Activity List the provisions of the
Activities List shall govern.
          (f) ADM agrees to provide to the Fund upon request such
information as may reasonably be required to enable the Fund to
reconcile the number of outstanding shares of the Fund between
ADM's records and the account books of the Fund.

     6.   Authorized Shares.  The Fund hereby represents that the
Declaration authorizes the Board of Trustees to issue an unlimited
number of shares.

     7.   Dividends and Distributions.  The Fund shall furnish ADM
with the amount of each daily dividend and with appropriate
evidence of action by the Fund's Board of Trustees authorizing the
daily declaration of dividends and distributions in respect of
Shares as described in the then current Prospectus.  Upon
declaration of each dividend other than daily dividends, each
capital gain distribution or other distribution by the Board of
Trustees of the Fund, the Fund shall promptly notify ADM of the
date of such declaration, the amount payable per share, the record
date for determining the shareholders entitled to payment, the
payment date, and the reinvestment date and price which is to be
used to purchase shares for reinvestment, all sufficiently in
advance to permit ADM to process properly such dividend or capital
gain distribution or other distribution in a timely and orderly
manner.
     Sufficiently in advance of each payment date to permit ADM to
have federal funds available to it for the payment thereof, the
Fund will transfer, or cause the Custodian to transfer, to ADM in
its capacity as dividend disbursing agent, at First Financial
Savings Bank, S.L.A. or at such bank or other financial institution
as ADM  with the consent of the Fund shall select, which may but
need not be an affiliate of ADM, the total amount of the dividend
or distribution currently payable.  After deducting any amount
reasonably believed by ADM to be required to be withheld by any
applicable tax laws, rules and regulations or other applicable
laws, rules and regulations, based upon information available to
it, ADM shall, as agent for each Shareholder and in accordance with
the provisions of the Fund's Declaration and then current
Prospectus, invest dividends in Shares in the manner described in
the Prospectus or pay them in cash.
     ADM shall prepare, file with the Internal Revenue Service, and
address and mail to shareholders such returns and information
relating to dividends and distributions paid by the Fund as are
required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may
from time to time be permitted or required by the Internal Revenue
Service.  The Fund shall promptly provide ADM with the information
necessary to prepare such returns and information, all sufficiently
in advance to permit ADM to prepare properly and mail such returns
and information in a timely and orderly manner.  On behalf of the
Fund, ADM shall pay on a timely basis to the appropriate Federal
authorities any taxes withheld on dividends and distributions paid
by the Fund.

     8.   Notification of ADM:  The Fund shall promptly notify ADM
of the closing net asset value per share and the offering price per
share each day there are any transaction in shares of the Fund, but
in any event not later than sixty (60) minutes after the closing of
the New York Stock Exchange (if the Fund is not a money market
Fund) or before 1:00 p.m. New York Time (if the Fund is a money
market Fund.)  In the event ADM is not so notified, it may assume
that the price is unchanged from the prior price.

     9.   Communications with Shareholders.
          (a) Communications to Shareholders.  The Fund shall
prepare, print and provide ADM with sufficient quantities of all
communications by the Fund to its shareholders all sufficiently in
advance to permit ADM to properly address and mail in a timely and
orderly manner all communications by the Fund to its Shareholders,
including reports to Shareholders, dividend and distribution
notices and proxy material for its meetings of Shareholders.  ADM
agrees to mail all such material to shareholders of the Fund in a
timely manner. ADM or a firm employed by ADM will at ADM'S cost and
expense receive and tabulate the proxy cards for the meetings of
the Fund's Shareholders.
          (b) Correspondence.  ADM will answer such correspondence
from Shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as may from time to
time be mutually agreed upon between ADM and the Fund.

     10.  Records.  ADM shall keep the records described on the
Activities List, including but not limited to the following: 
          (a) accounts for each Shareholder showing the following
information:
              (i)                  name, address and United States
Tax Identification or Social Security number;
              (ii)                 number of Shares held and number
of Shares for which certificates, if any, have been issued,
including certificate numbers and denominations;
              (iii)                historical information regarding
the account of each Shareholder, including dividends and
distributions paid and the date and the price, if applicable, for
all transactions in a Shareholder's account;
              (iv)                 any stop or restraining order
placed against a Shareholder's account;
              (v)                  any correspondence relating to
the current maintenance of a Shareholder's account;
              (vi)                 information with respect to
withholdings in the case of a foreign account; and
              (vii)                information with respect to
withholding in the case of an account subject to backup
withholding;
              (ix)                 any information required in
order for ADM to perform any calculations contemplated or required
by this Agreement.
          (b) If agreed between the Fund and ADM, subaccounts may
be maintained for each Shareholder requesting such services in
connection with shares held by such Shareholder for separate
accounts containing the same information for each subaccount as
required by subparagraph (a) above.
              The books and records pertaining to the Fund which
are in the possession of ADM shall be the property of the Fund. 
Such books and records shall be prepared and maintained as required
by the 1940 Act and other applicable securities laws and rules and
regulations in effect from time to time.  ADM will, if so requested
by the counsel to the Fund, modify the manner in which such books
and records are prepared and maintained so as to comply with the
reasonable opinion of such counsel as to such laws and rules.  The
Fund, or the Fund's authorized representatives, shall have access
to such books and records at all times during ADM's normal business
hours.  Upon the reasonable request of the Fund, copies of any such
books and records shall be provided by ADM to the Fund or the
Fund's authorized representative at the Fund's expense.

     11.  Reports and Other Information.
          Upon reasonable request of the Fund, provided that the
cost or effort required therefor are, singly or in the aggregate,
not unduly burdensome or expensive to it, ADM will promptly
transmit to the Fund, at no additional cost to the Fund, (a)
documents and information in the possession of ADM and not
otherwise available necessary to enable it and its affiliates to
comply with the requirements of the Internal Revenue Service, the
SEC, the National Association of Securities Dealers, Inc., state
blue sky authorities, and any other regulatory bodies having
jurisdiction; (b) documents and information in the possession of
ADM necessary to enable the Fund to conduct annual and special
meetings of its shareholder; and (c) such other information,
including shareholder lists and statistical information concerning
accounts as may be agreed upon from time to time between the Fund
and ADM.

     12.  Cooperation with Accountants.  ADM shall cooperate with
the Fund's independent public accountants and shall take all
reasonable action in the performance of its obligations under this
Agreement to assure that the necessary information is made
available on a timely basis to such accountants for the expression
of their unqualified opinion, including but not limited to the
opinion included in the Fund's annual report to Shareholders and on
Form N-SAR, or similar form.

     13.  Confidentiality.  ADM agrees on behalf of itself and its
employees to treat confidentially all confidential records and
other confidential information relative to the Fund and its prior,
present or potential shareholders and relative to the Fund's
Distributor and its prior, present or potential customers.  ADM
will under normal circumstances not divulge any such confidential
records or information to anyone other than the shareholder,
dealer, Fund or other person, firm, corporation or other entity
which ADM reasonably believes is entitled to such records or
information except, after prior notification to and approval in
writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where ADM may be exposed to civil
or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.
     ADM shall not be considered to have breached this provision if
it, in good faith, has provided information or documents to an
individual, firm, corporation or other entity (governmental or
otherwise) which it reasonably believes is entitled to such
information or documents; provided that it shall, with respect to
any non-routine governmental investigation or inquiry, first
provide notice thereof to the Fund.

     14.  Equipment Failures.  ADM shall maintain adequate and
reliable computer and other equipment necessary or appropriate to
carry out its obligations under this Agreement.  In the event of
computer or other equipment failures at its own facilities beyond
ADM's reasonable control, ADM shall, at its expense, take
reasonable steps to minimize service interruptions.  The foregoing
obligation of ADM shall not extend to computer terminals owned or
maintained by others, located outside of premises maintained by
ADM.  ADM represents that it has presently in effect backup and
emergency systems described on Appendix C hereto.  ADM will
maintain such arrangements or equivalent while this Agreement is in
force unless ADM notifies the Fund to the contrary and establishes
to the satisfaction of the Fund that industry standards no longer
require such arrangements.

     15.  Compensation.  As compensation for the services rendered
by ADM during the term of this Agreement, ADM shall be entitled to
receive such reimbursement for out-of-pocket expenses and such
compensation is specified on Appendix D attached hereto or as may
from time to time be otherwise agreed on in writing between the
parties.

     16.  Responsibility of ADM.  In the performance of its duties
hereunder, ADM shall be obligated to exercise care and diligence
and to act in good faith and to use its best efforts within
reasonable limits to insure the accuracy and completeness of all
services performed under this Agreement.
     ADM and the affiliates and agents of ADM shall not be
responsible for or liable for any taxes, assessments, penalties,
fines or other governmental charges of whatever description which
may be levied or assessed on any basis whatsoever in connection
with withholding of amounts, verifying or providing taxpayer
identification numbers or otherwise under applicable tax laws and
preparing and filing of tax forms, excepting only for taxes
assessed on the basis of its compensation hereunder, provided that
ADM exercises the care and diligence required by this Agreement,
and in the case of its responsibilities for backup withholding,
verifying or providing taxpayer identification numbers or
otherwise, as to any shareholder from whom such withholding is
required, it withholds the necessary amount and attempts with
reasonable frequency, but no less often than once a calendar
quarter, to obtain the necessary information from the shareholder
until withholding is no longer required. 
     ADM and the affiliates and agents of ADM shall not be
responsible or liable for the actions, inactions, or any losses or
damages caused by any such actions or inactions of any agents,
brokers or others who are specifically selected by the Fund in
writing.

     17.  Release.  ADM understands that the obligations of this
Agreement are not binding upon any Shareholder of the Fund
personally, but bind only the Fund's property; ADM represents that
it has notice of the provisions of the Fund's Declaration
disclaiming Shareholder liability for acts or obligations of the
Fund.
          The Fund understands that the obligations of this
Agreement are not binding upon the parent corporation of ADM or any
affiliates or subsidiaries of ADM and that the Fund, its Directors,
Trustees, Officers, Shareholders and others shall look only to the
separate assets of ADM.

     18.  Right to Receive Advice.  (a) Advice of Fund.  If ADM
shall be in doubt as to any action to be taken or omitted by it, it
may request, and shall receive, from the Fund directions or advice,
including Oral or Written Instructions where appropriate.
          (b) Advice of Counsel.  If ADM shall be in doubt as to
any question of law involved in any action to be taken or omitted
by ADM, it may request advice without cost to itself from counsel
of its own choosing (who may be counsel for the Adviser, the Fund
or ADM, at the option of ADM).
          (c) Conflicting Advice.  In case of conflict between
directions, advice or Oral or Written Instructions received by ADM
pursuant to subparagraph (a) of this paragraph and advice received
by ADM pursuant to subparagraph (b) of this paragraph, ADM shall be
entitled to rely on and follow the advice received pursuant to the
latter provision alone.
          (d) Protection of ADM.  ADM shall be fully protected in
any action or inaction which it takes in reliance on the provisions
of the Fund's Prospectus, procedures established between ADM and
the Fund, or in reliance on any directions, advice or Oral or
Written Instructions received pursuant to subparagraph (a) or (b)
of this paragraph which ADM, after receipt of any such directions,
advice or Oral or Written Instructions, in good faith believes to
be consistent with such directions, advice or Oral or Written
Instructions, as the case may be.  However, nothing in this
paragraph shall be construed as imposing upon ADM any obligation
(i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions,
advice or Oral or Written Instructions when received, unless, under
the terms of another provision of this Agreement, the same is a
condition to ADM's properly taking or omitting to take such action.

     19.  Compliance with Governmental Rules and Regulations.
     ADM shall have no responsibility for insuring that the
contents of each Prospectus of the Fund complies with all
applicable requirements of the 1933 Act, the 1940 Act, and any
laws, rules and regulations of governmental authorities having
jurisdiction, except that ADM shall cause a senior officer of ADM,
who shall be its General Counsel unless otherwise agreed upon, or
his designee to provide such information and represents and
warrants that all information so furnished by it for specific use
in any such Prospectus will be correct and complete in all material
respects.

     20.  Records From Others:  ADM, its affiliates and agents
shall have no responsibility or liability for the accuracy or
completeness of any documents, records, or information maintained
or provided by or reasonably believed by ADM to have been
maintained or provided by any prior transfer agent, any shareholder
or dealer, or by the Fund or anyone on behalf of the Fund and the
Fund hereby specifically agrees that ADM, its affiliates and agents
may rely on and will be fully protected in so relying on the
completeness and accuracy of all such documents, records and
information; provided, that ADM will inform the Fund of material
errors coming to its attention in the course of the performance of
its duties hereunder.
     ADM, its affiliates and agents may conclusively rely on, and
will be fully protected in relying on, the authenticity and
accuracy of any documents or communications, whether oral, written
or facsimile, it receives from the Fund or which ADM, its
affiliates or agents reasonably believes are from the Fund,
provided these are received from Authorized Persons in accordance
with this Agreement.  This provision will apply to, among other
things, the daily public offering and net asset value prices for
Fund shares; instructions from the Fund concerning dividends and
other distributions; and other matters relating to the Fund and its
shareholders.

     21.  Responsibilities of the Fund:  The Fund and the Agents of
the Fund hereby acknowledge and agree that ADM, its affiliates and
its agents are responsible only for those functions and duties set
forth in this Agreement and unless so set forth are not responsible
for any of the following which are to be handled by the Fund:
     (a)  creating or maintaining any records on behalf of the Fund
          or others required by any federal or state law, or
          regulation or rule of any agency thereof or any self-
          regulatory authority except (i) those relating to
          shareholder account information set forth in Rule 31a-
          1(b)(2)(iv) promulgated under the 1940 Act or equivalent
          regulation applicable from time to time; and (ii) such
          additional records as may reasonably be requested from
          time to time by the Fund which are customarily maintained
          by transfer agents to mutual funds, and which ADM by use
          of its best efforts may provide at minimal cost and
          inconvenience to it; with respect to these records ADM
          agrees that they: (i) are the property of the Fund; (ii)
          will be maintained by ADM for the period prescribed in
          Rule 31a-2 or equivalent regulation; (iii) will be made
          available, upon request to the Fund and the SEC; and (iv)
          will be surrendered promptly upon the request of the
          Fund;
     (b)  determining the legality of any sale, exchange, issuance
          or redemption of any shares of the Fund;
     (c)  determining the legality of any communications, oral or
          written, which is sent or provided by ADM, its affiliates
          or its agents on behalf of the Fund;
     (d)  complying with any federal or state laws or the
          regulations or rules of any agency thereof or of any
          self-regulatory authority except those specifically
          applicable to ADM as a transfer agent;
     (e)  filing any documents on behalf of the Fund or any one
          else with any federal or state government or with any
          agency thereof or of any self-regulatory authority except
          ADM will file with the Internal Revenue Service copies of
          1099 Div, 1099R and 1099B Forms sent to shareholders of
          the Fund and forms relating to withholding and non-
          resident alien withholding;
     (f)  monitoring the activities of the Fund or any one else or
          their compliance with applicable law, rules and
          regulations or with the provisions of the Fund's
          Prospectus, of Trust, By-Laws or other governing
          instruments; or
     (g)  compliance of the Fund or others with applicable federal
          and state laws, regulations and rules of any agency
          thereof, or of any self-regulatory authority pertaining
          to the registration of the Fund or of shares of the Fund
          or the legality of their sale although ADM will, in order
          to provide the Fund with assistance in complying with
          normal Blue Sky requirements, upon the reasonable request
          of the Fund provide the Fund with a report generated from
          the information readily available to ADM detailing the
          amount of shares of the Fund purchased and redeemed and
          the states of residence of the shareholders purchasing or
          redeeming such shares.

     22.  Information and Documents:  (a) The Fund shall promptly
provide ADM with the current Prospectus for the Fund, the Annual
and Semi-Annual Reports to shareholders of the Fund, Proxy
Statement and other Fund material, all in sufficient quantities and
sufficiently in advance to permit ADM to provide them to
shareholders of the Fund in a timely and orderly fashion.
     (b) To the extent necessary or appropriate to enable ADM to
carry out its responsibilities under this Agreement, the Fund shall
     (i)      promptly notify ADM of all material events which
              affect the Fund or any affiliate of the Fund;
     (ii)     promptly notify ADM of any suits or other
              proceedings threatened or actually instituted
              against the Fund or any affiliate of the Fund by the
              federal government, any state government, or any
              agency thereof (including but not limited to the
              SEC, the Securities Commission of any state) or by
              the National Association of Securities Dealers,
              Inc., or any other self-regulatory authority;
    (iii)     promptly notify ADM of any consent order, stop
              orders or similar orders affecting the Fund or any
              affiliate of the Fund issued by the federal
              government, any state government, or any agency
              thereof (including but not limited to the SEC, the
              Securities Commission of any state) or by the
              National Association of Securities Dealers, Inc. or
              any other self-regulatory authority;
     (iv)     promptly provide ADM, with copies of the audited
              Annual Financial Statements for each affiliate of
              the Fund which is an Investment Advisor, Investment
              Sub-Advisor, Distributor or Administrator of the
              Fund;
     (v)      promptly provide ADM, upon request, with copies of
              any filings made by the Fund or any affiliate of the
              Fund which is an Investment Advisor, Investment Sub-
              Advisor, Distributor or Administrator of the Fund
              with the federal government or any state government
              or any agency thereof or with any self-regulatory
              authority; and
     (vi)     promptly provide ADM, upon request, with copies of
              any documents relating to items (ii) and (iii)
              above.
     (vii)    discuss with ADM changes in the description of ADM
              and the services which ADM provides to shareholders
              contained in the Prospectus of the Fund at the time
              of filing any amendments to the registration
              statement of the Fund involving any such change. 
              ADM shall use its best efforts to assure the
              accuracy and completeness of all material
              information furnished by it for inclusion in any
              such document.

     23.  Indemnification.  Neither party nor any of its nominees
shall be indemnified against any liability to the other party (or
any expenses incident to such liability) arising solely out of (a)
such party's or such nominee's own willful misfeasance, bad faith
or gross negligence or reckless disregard of its duties in
connection with the performance of any duties, obligations or
responsibilities provided for in this Agreement or (b) such party's
or such nominee's own negligent failure to perform its duties
expressly provided for in this Agreement or otherwise agreed to in
writing.

     24.  Liability.  (a) ADM shall be responsible for the
performance of its obligations under this Agreement notwithstanding
the delegation of some or all of such obligations to others in
accordance with the terms of this Agreement.
          (b) ADM shall not be responsible for loss, liability cost
or expense arising out of occurrences beyond its control caused by
fire, flood, power failure, unanticipated equipment failure, acts
of God, or war or civil insurrection; provided, however, that it
shall have contingency planning for equipment or electrical failure
and such other contingencies as provided in this Agreement.

     25.  Insurance.  ADM shall maintain fidelity, errors and
omissions and other insurance coverage in amounts and on terms and
conditions as set forth in information provided to the Fund from
time to time.

     26.  Advancement of Monies:  Nothing in this Agreement shall
require ADM or any affiliate or agent of ADM to pay any monies
prior to its receipt of federal funds for such payment or for ADM
or any of its affiliates or agents to incur or assume any liability
for the payment of any such monies prior to its receipt of federal
funds for such payment.

     27.  Exclusivity.  It is expressly understood and agreed that
the services to be rendered by ADM to the Fund under the provisions
of this Transfer Agency Agreement are not deemed to be exclusive
and ADM shall be free to render similar or different services to
others.

     28.  Further Actions.   Each party agrees to perform such
further acts and execute such further documents as are reasonably
necessary to effectuate the purposes hereof.

     29.  Amendments.  This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the
party against which enforcement of such change or waiver is sought.

     30.  Assignment.  This Agreement and the performance hereunder
may not be assigned by ADM without the Fund's written consent.  Not
withstanding the previous sentence, ADM may, without the Fund's
consent, assign the performance of all or a portion of its
responsibilities and duties hereunder to an affiliate of ADM,
provided that the Fund shall incur no additional cost or expense in
connection therewith.

     31.  Declaration and Termination.  This Agreement shall
continue until termination by the Fund on sixty (60) days' written
notice or by ADM on ninety (90) days' written notice.

     32.  Notices.  All notices and other communications, including
Written Instructions (collectively referred to as "Notice" or
"Notices" in this paragraph), hereunder shall be in writing or by
confirming telegram, cable, telex or facsimile sending device. 
Notices shall be addressed;

     (a) if to ADM at:

     Administrative Data Management Corp.
     10 Woodbridge Center Drive
     Woodbridge, New Jersey 07095
     Attn: Ms. Anne Condon, Vice President

or to such other address as ADM shall instruct the Fund, in
writing, from time to time;

     (b) if to the Fund at:

     ___________________________
     200 Park Avenue, Suite 4515
     New York, New York 10017
     Attention: President

or to such other address as the Fund shall instruct ADM, in
writing, from time to time; or

     (c) if to neither of the foregoing, at such other address as
shall have been notified to the sender of any such Notice or other
communication.

     33.  Miscellaneous.  This Agreement embodies the entire
agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings relating to the
subject matter hereof, provided that the parties hereto may embody
in one or more separate documents their agreement, if any, with
respect to Oral Instructions.  The captions in this Agreement are
included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their
construction or effect.  This Agreement shall be deemed to be a
contract made in New York and governed by New York law.  If any
provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.  None of the provisions
contained in this Agreement shall be deemed waived or modified
because of a previous failure of a party to insist upon strict
performance thereof.  This Agreement shall be binding and shall
inure to the benefit of the parties hereto and their respective
successors.

     IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be executed by their officers designated below 
on the day and year first above written.

                                   CHURCHILL TAX-FREE TRUST

          /s/Kenneth L. MacRitchie      /s/Lacy B. Herrmann
Attest:By: ______________________   By:______________________
           Kenneth L. MacRitchie,         Lacy B. Herrmann,
           Assistant Secretary                President


                                      ADMINISTRATIVE DATA
                                      MANAGEMENT CORP.


          /s/Andrew J. Donohue           /s/Glenn O. Head
Attest:By: ______________________     By:_______________________
     Name: Andrew J. Donohue         Name: Glenn O. Head
     Title: Secretary & General      Title: Chairman
              Counsel 


<PAGE>



                           APPENDIX A

                         ACTIVITIES LIST

     It is understood that the Fund, its Custodian, and other
persons, firms, corporations or other entities performing services
for or on behalf of the Fund shall provide ADM and the Fund with
such services, information, or other assistance as may be necessary
or appropriate to permit the Transfer Agent to properly perform the
services hereunder.

A.   SHAREHOLDER ACCOUNTING SERVICES

     1.   General Scope

          All terms used herein shall be as defined in the attached
          Agreement (the "Agreement") except that ADM is referred
          to as the "Transfer Agent."  In accordance with the terms
          of the Agreement the Transfer Agent will provide a
          comprehensive Shareholder accounting service generally
          consistent with that provided to other investment
          companies, including:

          a.  dividend accounting;

          b.  arrangement for wire receipt and payout of
              Shareholder funds;

          c.  to the extent that it is reasonably within the
              control of, or can be reasonably arranged without
              additional cost by, the Transfer Agent, the rapid
              and efficient transfer of investment monies between
              various accounts;

          d.  to the extent that it is reasonably within the
              control of, or can reasonably be arranged without
              additional cost by, the Transfer Agent, the
              effective and controlled processing of expedited
              redemptions and exchanges by telegraphic and
              telephonic means.

     2.   Computer Accounting and Record Keeping

          The Transfer Agent will perform daily maintenance and
          routine file update.
          The Transfer Agent will perform a dividend credit run as
          required in order to credit all existing Shareholder
          accounts with each daily dividend, monthly dividend,
          capital gain distribution or other distribution. The
          Transfer Agent will establish new and adjust or close
          existing Shareholder accounts if necessary on or as of
          each business day.
          The Transfer Agent will take reasonable precautions for
          safeguarding of all Shareholder accounts during these
          computer runs.
          The Transfer Agent will provide continuous proof to the
          outstanding Shares maintained by the Fund on a daily
          basis, and off-line availability of all file data
          pertaining to Shareholder accounts. 
          The Transfer Agent will to the extent technically
          feasible create and maintain the ability to liquidate and
          back out dividends reinvested in accounts which are
          subsequently liquidated by or on behalf of the Fund due
          to nonreceipt of funds, improper registration, or other
          sufficient reason.

     3.   Establishing and Servicing Accounts

          The Transfer agent will, as set forth in the Fund's
          Prospectus, or substantially in conformity with
          procedures established by or on behalf of the Fund, 
          accept instructions from investors to open new accounts
          and perform such functions consistent with opening a new
          account:

          a.  Accept applications in proper form sent directly to
              the Fund or its Custodian when they are properly
              delivered to the Transfer Agent;

          b.  Accept applications in proper form sent directly to
              it when they are received by the Transfer Agent;

          c.  Transfer Shares accompanied by apparent proper
              instructions;

          d.  Audit and verify payment items for apparent
              compliance with the requirements established by the
              Fund, e.g. minimum investment amount, apparent
              proper endorsements on third party checks or drafts
              if the Fund elects to accept such third party checks
              or drafts, and other particulars as prescribed in
              the prospectus.  The Fund will provide the Transfer
              Agent, from time to time, with names and taxpayer
              identification numbers of individuals entitled to
              purchase shares at a reduced offering price as
              described in the prospectus;

          e.  Review existing accounts to determine whether there
              are any other existing accounts with the same
              registration; process W-9 or similar forms received
              by the Transfer Agent; and compare upon receipt of
              a computer tape from the Internal Revenue Service
              taxpayer identification numbers contained in such
              tape against those maintained by the Transfer Agent
              for the Fund.

          f.  Assign account numbers as necessary and, where
              appropriate, indicate the account number on
              applications;

          g.  Review payment items to determine whether the payee,
              original or by endorsement, on such payment items
              corresponds to the registration of the account to
              which it is to be credited (permitted exceptions
              include ADM or the Fund specified as the payee when
              accompanied by a valid account number or all
              necessary documents to establish a new account or
              such other exceptions as the Transfer Agent and the
              Fund shall agree);

          h.  Upon opening incoming mail, record the date and
              approximate time of day all checks were received;

          i.  Produce microfilm record of all incoming checks and
              other documentation on filmstrips or other microfilm
              retrieval method so as to be retrievable and
              reproducible upon request;

          j.  Process address changes and acknowledge such changes
              to previous address of record;

          k.  Answer inquiries from Shareholders or other
              individuals, corporations, or other entity who
              appear to be the Shareholder, dealer or otherwise
              entitled to receive information as to account
              information;

          l.  Open new accounts per telephone instructions
              received from a prospective Shareholder, his dealer
              or his fiduciary pending receipt of funds
              transmitted by bank wire or other means; forward a
              new account application to the prospective investor;
              and issue a confirmation, including duplicates where
              requested, when funds are received by the Transfer
              Agent or the Fund's Custodian; under normal
              circumstances the new account application bearing
              the Shareholder account number assigned must be
              completed by or appear to have been completed by the
              Shareholder and received by the Transfer Agent
              before any redemption orders are accepted and
              processed for that account.

          m.  Prepare confirmations in such form as may be agreed
              between the Fund and the Transfer Agent from time to
              time for all "Open Accounts" after each non-dividend
              transaction in a Shareholder's account which affects
              the share balance; mailing confirmations to the
              Shareholder as such changes occur;

          n.  Process on a daily basis if necessary or appropriate
              routine transactions such as:

              (1) Deposit or withdrawal of Shares from 
                  Shareholders' accounts;
              (2) Changes of address;
              (3) Miscellaneous changes;
              (4) Stop-transfers;
              (5) Instructions relating to the remittance or
                  reinstatement of Dividends and other
                  distributions;

          o.  Incorporate in the Shareholder accounting software
              and procedures the necessary flags, audits, and
              tests reasonably designed to assure that the various
              provisions and requirements specified elsewhere in
              this Agreement to be performed by the Transfer Agent
              will be substantially satisfied.

B.   TRANSFER AGENT SERVICES

     In accordance with the Agreement, and in particular Section
     5(d) thereof, the Transfer Agent will perform the functions
     normally performed by the Transfer Agent for other investment
     companies of a similar type.  Such functions shall include but
     not necessarily be limited to:

     1.   Processing

          a.  Keep such records in the form and manner as the
              Transfer Agent may deem advisable but not
              inconsistent with the rules and regulations of
              appropriate governmental authorities applicable to
              the Transfer Agent or as may otherwise be agreed
              from time to time in writing between the Fund and
              the Transfer Agent;

          b.  Process transfers as requested by Shareholders or
              persons, firms, corporations or other entities the
              Transfer Agent reasonably believes to be the
              Shareholder or authorized to act on behalf of the
              Shareholder including obtaining and reviewing papers
              and all other documents necessary to satisfy
              transfer requirements; the Fund will, upon request
              of the Transfer Agent, advise the Transfer Agent of
              the transfer requirements of the Fund, and the
              Transfer Agent will be fully protected by the Fund
              if it is following such transfer requirements; 

          c.  Process initial and subsequent investments from
              Shareholders;

          d.  On a semi-monthly or other basis acceptable to the
              Transfer Agent and the Fund initiate, accept and
              process pre-authorized checks or, when available,
              electronic funds transfers drawn against
              Shareholders' checking accounts;

          e.  Process and record redemption of Shares to satisfy
              ordinary redemptions and Plan account;

          f.  Proportionally allocate dividends, which are
              provided to the Transfer Agent by the Fund in gross
              dollar amount, to the benefit of the Fund
              Shareholders entitled to receive them.  The
              procedure used must show that the amounts allocated
              daily substantially balance to the gross dollar
              amount provided by the Fund to the Transfer Agent. 
              Until otherwise specified by the Fund, dividends
              shall be in accordance with the following:  Three-
              day accrual on Monday for the previous weekend; Two-
              day accrual on the first business day following a
              holiday or Four-day accrual if the holiday
              immediately precedes or follows a weekend;
              compatibility with the Merrill Lynch Automatic
              Investment of Dividends System, and the issuance of
              all reports incidental thereto provided the Fund's
              method of operation is so compatible.

     2.   Custody and Control of Shares and Certificates:

          Certificates will not be issued except on Shareholder
          request but shares will be credited to the Shareholder's
          account in non-certificate form.  The Transfer Agent will
          examine certificates surrendered for transfer or
          redemption, or requests for transfer or redemption of
          shares not represented by certificates, for apparent
          genuineness or alterations; pass upon the apparent
          validity thereof including endorsements, signature
          guarantees and (if applicable) tax stamps or waivers,
          provided that the Transfer Agent shall not be required to
          compare any such endorsements against other records it
          maintains except in accordance with written procedures
          agreed upon between it and the Fund.  The Transfer Agent
          will also:

          a.  Countersign all certificates;

          b.  Prepare, mail, or deliver certificates for original
              issue, subsequent investments, exchanges, or
              transfers upon request from the Shareholder or one
              reasonably believed to be the Shareholder;

          c.  Prepare, mail, or deliver certificates for Shares
              previously held in non-certificate form;

          d.  Deposit certificate Shares;

          e.  Cancel surrendered certificates;

          f.  Establish and maintain safeguards for cancelled and
              uncancelled certificates;

          g.  Establish and maintain a system to monitor stop-
              transfers;

          h.  Replace lost certificates.

C.   SUBSCRIPTION AGENT SERVICES:

     The Transfer Agent will act as Subscription Agent for the
     Fund.  In addition to subscription functions described
     elsewhere in this Agreement, the Transfer Agent will:

     1.   Maintain a Subscription Account for the Fund.  This
          account shall be established and operated so as to
          satisfy the following criteria:

          a.  The account shall be established by the Transfer
              Agent for the benefit of the Fund in accordance with
              the terms of the Agreement;

          b.  The account shall be provided at no additional cost
              except as may otherwise be stated in Appendix D of
              the Agreement;

          c.  The account shall serve as the sole depository for
              subscription monies intended for the purchase of
              Fund Shares until such funds are transferred to the
              Custody Account;

          d.  The Transfer Agent shall be prepared to receive and
              efficiently process incoming cash, checks, Federal
              Reserve Drafts and bank wire transfers of funds;

          e.  Withdrawals from the account shall be for the
              purpose of transferring funds into the Custody
              Account or, where appropriate, the crediting or
              payment of commission or dealer's commissions;
              withdrawals are also permitted to accommodate net
              settlements with the Custodian;

          f.  No dividend or redemption or any other payments
              shall be made to Fund Shareholders from the
              Subscription Account;

          g.  The Transfer Agent will cashier all items presented
              in payment as expeditiously as possible.

     2.   In connection with managing the Subscription Account, the
          Transfer Agent will exercise all possible care in
          satisfying operational requirements in each of the
          following critical areas:

          a.  Validation Receipt of Good Subscription Funds

              Procedures and criteria are to be established by the
              Transfer Agent and approved by the Fund for the
              purpose of providing assurance that good (collected)
              funds were received from Shareholders prior to
              paying out any redemption proceeds (under a Plan
              account or as a result of one or more specific
              redemption requests).  Such procedures are to deal
              with:

              (1) Screening subscriptions to prevent:
              -forgery, fraud, improper endorsement or other
              unauthorized use particularly when accepting third
              party funds;
              -maintenance of accounts in names other than proper
              form; funds received where the legal existence or
              legal capacity of the subscriber is in doubt shall
              be employed in a temporary investment status until
              a proper account is established to which prior
              income will be credited, or until the funds are
              returned upon determination that no subscriber of
              legal existence and capacity exits.

              (2) Establishing and maintaining procedures
              reasonably designed to assure the clearance and
              collection of checks which are otherwise properly
              drawn.
              In this regard, the Transfer Agent with the approval
              of the Fund will:
              -Establish for all parts of the United States the
              normal number of days required for check clearance
              and return notice of uncollectability;
              -Establish redemption amount and clearing time
              criteria which together place an automatic stop on
              issuance of certificates, if any, and upon
              redemption payments until the Transfer Agent
              reasonably believes that good subscription funds
              were received.
              In general, the redemption of a subscription payment
              received in the form of a check, draft or similar
              instrument shall not be made until the Transfer
              Agent has determined, by telephone call to the
              drawee bank or otherwise, that the deposit has
              cleared the drawee bank or until fifteen (15)
              calendar days after the receipt of such subscription
              payment, in order to permit the orderly clearing
              thereof.
              -Provide a means to record and promptly retrieve the
              status of a subscription received (which may include
              days remaining before redemptions permitted, name of
              bank, or other similar information as may be agreed
              upon.)

          Shareholder checks returned for insufficient funds or
          other reasons will be promptly processed for liquidation
          on or after the date of receipt or notification to the
          effect that a check is being returned.  Returned checks
          will be cleared promptly and processed through a Returned
          Check Account in conjunction with the following actions:

          (1) Place a freeze on the account to prevent redemption
              of the amount of such returned check or such lesser
              amount as is in the affected account;
          (2) Determine how many shares are to be liquidated due
              to the investment attributable to such returned
              check;
          (3) Calculate and back out accrued dividends, if any,
              attributable to such investment;
          (4) Process the liquidation for the appropriate amount;
          (5) Mail the Shareholder confirmation of the liquidation
              and the check with a letter of explanation;
          (6) Allocate the accrued dividends, if any, which were
              attributable to such investment, as the Fund shall
              direct which will normally be to the remaining
              Shareholder accounts as of the next month-end
              dividend run;
          (7) Take reasonable steps to recover commissions or
              dealer concessions applicable to such returned
              check, although the Distributor shall be ultimately
              responsible therefor.

          b.  Establish Procedures to Process Effectively  Bank
              Wire Transfers

              Establish and maintain procedures reasonably
              designed by the Transfer Agent and approved by the
              Fund to maintain positive control over movements of
              incoming money by bank wire so as to:

          (1) Accept requests (WATS and local calls) for bank wire
              instructions, record account information and client
              telephone number, assign as appropriate a wire
              control number, establish Shareholder pending file,
              and if appropriate alert the bank wire department;
          (2) Advise the Fund of pending bank wire receipts at
              selected cutoff times during the course of each
              business day so as to facilitate full investment of
              Fund assets;
          (3) Confirm to the Fund actual bank wire receipts at
              selected cutoff times during the course of each
              business day;
          (4) Close out pending Shareholder files if bank wire
              receipts are not received as of the date agreed
              upon;
          (5) Open new or credit existing Shareholder account in
              accordance with the provisions of the current
              prospectus upon receipt of bank wire funds;
          (6) Take appropriate action to secure from Shareholders
              who invest by bank wire the necessary written
              applications and redemption authorizations.

D.   DIVIDEND DISBURSING AND REDEMPTION AGENT SERVICES

     In performance of the Dividend Disbursing and Redemption Agent
     functions, the Transfer Agent will provide the Fund with
     regular checks (or electronic funds transfer if available, at
     the Shareholder's option) and carry out the following
     functional activities:

     1.   Dividends

          a.  The Fund shall advise the Transfer Agent of dividend
              amounts which shall then be applied as described in
              the Prospectus or as directed by the Fund, or its
              officers or Trustees;

          b.  Confirmation of dividend reinvestments shall be
              mailed to Shareholders after each reinvestment.

          c.  Additional dividend information, if provided by the
              Fund to the Transfer Agent shall then be provided to
              Shareholders upon written request.

     2.   Redemption Procedures

          The Transfer Agent with the approval of the Fund shall
          establish procedures reasonably designed to insure that
          redemption requirements established by the Transfer Agent
          and agreed to by the Fund have been met, including the
          receipt and examination of stock certificates,
          endorsements, signature guarantees and obtaining any
          needed papers or documents, including properly completed
          Application, where lacking.  More specifically:

          a.  The Transfer Agent will accept redemption requests
              in written, telegraphic or telephonic form provided
              the necessary instructions and authorizations are
              reasonably believed by the Transfer Agent to be in
              good form.  Generally, telephonic redemption
              requests will be repeated for confirmation to the
              person making the request, and upon voice
              confirmation by such person, will be recorded in a
              log kept for that purpose.

          b.  Requests for the redemption of shares not
              represented by certificates received and without
              signature guarantees will be honored only if:
          (1) the applicable portion of the Application has been
              completed and the proceeds are forwarded to the
              previously designated bank account, address, or
              other destination identified on the Application;
          (2) Expedited Redemption Authorization instructions
              filed at any time other than upon the original
              opening of a Shareholder's account are filed on an
              appropriate form and bear or reasonably appear to
              bear a signature guarantee;
          (3) Shareholder accounts in the name of joint tenants
              shall generally be handled on the basis of jointly
              signed instructions and signature guarantees (where
              applicable) for any payments.

          c.  The Transfer Agent will provide a means to record,
              call up, and display on Cathode Ray tube or
              otherwise an appropriate symbol or other indication
              that redemption authorization instructions are on
              file and appear to be in proper form.

          d.  All redemption requests will be promptly reviewed to
              insure:
          (1) that there are sufficient shares available in the
              Shareholder's account;
          (2) the applicable subscription check has not been
              returned to ADM or its agent and the applicable
              period of days has expired before using the funds
              for redemption (see above);
          (3) that no redemptions in accounts represented in whole
              or in part by certificates are effected without
              cancellation of an adequate number of certificate
              shares, if necessary.
          (4) that no signature guarantees shall be acceptable
              unless they reasonably appear to have been provided
              by a commercial bank or by a brokerage firm which is
              a member of the New York, American, Midwest, or
              Pacific Stock Exchanges, except as otherwise stated
              in the Prospectus or in instructions received from
              the Fund.

          e.  Certificate acceptance and replacement:
          (1) Accept for redemption, certificates received for
              redemptions accompanied by what reasonably appears
              to be Shareholder's instructions.
          (2) Furnish to the Shareholder, after with the policies
              and procedures established by the Fund and the
              Transfer Agent proper investigation and receipt of
              necessary documentation for protection of the Fund,
              replacement certificates and dividend and redemption
              checks alleged to have been lost, stolen, destroyed,
              or not received.

3.   Dividend Account

          The Transfer Agent will maintain a Dividend Account for
the Fund.  This account shall be established and operated so as to
satisfy the following criteria:

          1.  This account shall be used to disburse cash in
          payment of dividends, capital gain distributions and
          returns of capital.

          2.  This account shall be operated in the same manner as
          the Redemption Account (see below) except as otherwise
          required by the purpose for which it shall be used; it
          may, at the election of the Transfer Agent, be operated
          as a combined account with the Redemption Account (see
          below).

4.   Redemption Account

          The Transfer Agent will maintain a Redemption Account for
          the Fund.  This account shall generally be established
          and operated so as to satisfy the following criteria.

          1.  All withdrawals from the account shall be for the
              exclusive purpose of making payments to Fund
              Shareholders.  These payments are to be made only to
              satisfy automatic or other account liquidation
              payment requirements.

          2.  No deposits or subscription receipts shall be made
              directly in the Redemption Account.

          3.  The Transfer Agent will advise the Fund at various
              mutually established times during each business day
              as to the total demand for valid payments to be
              honored that day or the following day.  Valid
              payments consist of liquidations of shares for which
              funds are payable in cash or check to shareholders,
              whether initiated by check, wire, letter, automatic
              distribution plan, determination of the Fund or
              otherwise.  The notification of demand for payments
              shall only include valid demands for payment which
              are actually in hand, such that the Fund need not
              fund the Redemption Account with any more funds than
              are actually required.  The Fund agrees to fund, or
              cause the Custodian to fund, the Redemption Account
              sufficiently to cover all demands for payment which
              are currently valid or will become valid the
              following business day.  The Fund and the Transfer
              Agent agree that a goal of this procedure is to
              allow for the maximum employment of Fund Assets
              while still adequately funding the Redemption
              Account.  The Transfer Agent and its affiliates
              shall not be required to honor any demand for
              payment for which previously collected funds have
              not been received from the Custodian or other Agent
              of the Fund.

          4.  The Transfer Agent with the approval of the Fund
              will develop specific procedures reasonably designed
              to protect against:
          (a) raising of dollar amounts or any other alteration of
              instruments representing redemption payments;
          (b) fraudulent or forged endorsements;
          (c) other improper use of a redemption item which could
              result in the Fund or its Shareholders being
              defrauded.
              Such procedures shall take into account the type of
              accounts involved, the sums involved and the cost
              effectiveness of such procedures.

     5.   Employ due diligence in servicing redemption requests as
          promptly as possible.

E.   EXCHANGE AGENT SERVICES

     The Transfer Agent will provide services as required to
     implement the exchange privileges described from time to time
     in the prospectus of the Fund.  The Transfer Agent will
     install and utilize a telephonic system that is designed to
     afford the Shareholder the opportunity to exchange Shares
     among eligible Funds and that will record the telephone
     request for such exchange.  It is understood that the Transfer
     Agent is only able to effect exchanges among funds for which
     the Transfer Agent has entered into an agreement similar to
     this Agreement for provision of Transfer Agency services.

F.   PROXY AGENT SERVICES

     The Transfer Agent agrees to act as Proxy Agent in connection
     with the holding of annual or special meetings of
     Shareholders, mailing to Shareholders notice, proxies and
     proxy statements in connection with the holding of such
     meetings, receiving and tabulating votes cast by proxy and
     communicating to the Fund the results of such tabulation
     accompanied by appropriate certificates, and preparing and
     communicating to the Fund certified lists of Shareholders as
     of such date, and in such form and containing such information
     as may be required by the Fund to comply with any applicable
     provisions relating to such meetings.  The Transfer Agent may
     at its expense employ another firm to provide all or a portion
     of such services.

     I.   Reports to be provided by Transfer Agent:

          A.  Daily
              1. Payment Journals
              2. Transfers
              3. Non-Certificate Redemption Journal
              4. Original Issue Non-Certificate Shares
              5. Clerical Journal
              6. New Account Journal
              7. Closed Account Journal
          B.  Monthly
              1. Sales By State and Dividends Reinvested
              2. Withdrawals and Dividends Paid in Cash List
              3. Record of Out-of-Pocket Costs Incurred
          C.  Annual Reports
              Provide Fund Management upon request with all
              reports reasonably required to conduct an annual
              review of Transfer Agency functions relating to the
              Fund, including but not limited to performance,
              volume, error ratios, costs and other matters
              relating to the Fund.  The Transfer Agent shall also
              provide to the Fund general information concerning
              its operations which might be believed to affect
              adversely the future services to the Fund.
          D.  Periodic Marketing Reports - Provided these reports
              are readily available from existing information and
              can be produced without unreasonable effort or
              expense by the Transfer Agent, including, e.g.,
              1. Geographic Distribution Data
              2. Size of Holdings Data

II.  Other Services

          The Transfer Agent will provide the following additional
          services:

     A.   Security

          1.  Design and maintain security procedures reasonably
              designed to guard against the possible theft and/or
              use by others of the names and addresses of Fund
              Shareholders.

          2.  Periodic duplication of all records
              (computer/microfilm/hardcopy/copy) at a frequency
              and in a detail reasonably designed to assure
              protection of Shareholder record information in the
              event of a disaster to the Transfer Agent's
              facilities, including:
                 (a) significant voltage drop;
                 (b) power blackout;
                 (c) major destruction of the Transfer Agent's
                     central facilities.

          3.  The Transfer Agent will maintain equipment
              reasonably designed or represented to assure an
              uninterrupted power supply of at least 10 minutes at
              the offices of the Transfer Agent to allow for
              orderly shut down of hardware in the event of a
              power outage; periodic back-up of tapes to be stored
              at an offsite facility of the Transfer Agent's
              choosing; and will provide redundancy capacity in
              accordance with the Agreement.

     B.   Statements

          1.  Provide for up to two extra lines of print on
              Shareholder statements which may be employed by the
              Fund to advise Shareholders of such information as
              yield or other explanatory account information.  The
              Fund will advise the Transfer Agent of such
              information sufficiently in advance to permit it to
              properly insert such information in a timely and
              orderly manner.

          2.  Provide a combined dividend check and statement to
              Shareholders electing cash distributions.

     C.   Processing Routine Shareholder Inquiries

          1.  Receive, control, research, and promptly reply to
              all routine Shareholder and other inquiries whether
              received by written or telephonic means which
              pertain to a Shareholder's account.
          2.  Exercise due care to protect confidential
              information in responding to inquiries.
          3.  Request ATT or such other telephone company as may
              be appropriate to provide, at the Distributor's
              expense, for a dedicated transmission line between
              Aquila Distributors, 200 Park Avenue, New York and
              Transfer Agent, Woodbridge, N.J. for inquiry via a
              dedicated or P.C. terminal.
          4.  Provide if possible for continuity of present 800
              telephone numbers for existing funds and adequate
              personnel for live telephone response generally
              until 7:00 PM, New York time on normal business
              days.  It is mutually understood that continuity of
              the 800 numbers is dependant on cooperation from the
              prior transfer agent and appropriate telephone
              companies.
          5.  Provide for the automated tracking of all
              Shareholder/Dealer telephone inquiries with on line
              update status.

     D.   Other Mailings

          1.  Mailing services include addressing, enclosing, and
              mailing quarterly reports, semi-annual reports,
              annual reports, prospectuses and notices to all
              accounts will be provided.  To the extent the
              Transfer Agent utilizes the services of another firm
              to accomplish this for any First Investors Fund, it
              shall be permitted to do so for the Fund, at the
              Transfer Agent's expense.
          2.  All routine mailings to Shareholder/Dealers will,
              where appropriate, utilize pre-sorted zip codes.
          3.  All month-end reinvestment statements, with any
              month-end dividend check attached, will generally be
              mailed to Shareholders, with duplicates to dealer
              and representative, by the fourth business day of
              the next month.
          4.  Commission checks and statements will generally be
              mailed to brokerage firms on at least a weekly basis
              for direct investments of prior weeks.

     E.   Other Services

          1.  Refer all Shareholder, dealer or governmental
              inquiries of a policy or non-routine nature to the
              Fund.
          2.  Provide an Account Officer to serve as the primary
              point of contact between the Fund and the Transfer
              Agent.  The Transfer Agent will exercise due care in
              assigning an individual who is both conversant with
              standard investment company practices and of
              sufficient stature to deal quickly and efficiently
              with problems peculiar to placing a new investment
              company on line.

     F.   Messenger Service

          Provide messenger pick-up and delivery as necessary but
          no less frequently than once daily between the Fund's
          offices provided they are located within the borough of
          Manhattan and the offices of the Transfer Agent.


<PAGE>


                            Exhibit 1

     The Fund and the Transfer Agent anticipate that the following
     activities should be incorporated into and become a part of
     Appendix A as they become effective:

          1.  Installation of the National Security Clearing
              Corporation, Fund/SERV system which shall be
              operational no later than June 30, 1989.
          2.  The Transfer Agent will make a best effort to
              provide networking capabilities with tape
              transmission to dealers when and as required by
              market competitiveness.
          3.  The Transfer Agent will work with the Distributor to
              define criteria for an Audio Response system and
              arrange for the implementation of such a system on
              a timely basis.


<PAGE>

                    CHURCHILL TAX-FREE TRUST

                           APPENDIX B

                           Signatures

     On the date of the Agreement and thereafter until further
notice, the following persons shall be Authorized Persons as
defined therein:
                                         /s/Lacy B. Herrmann
Lacy B Herrmann                          _____________________
Chairman of the Board of Trustees        Lacy B. Herrmann

                                         /s/William C. Wallace
William C. Wallace                       _____________________
Vice President                           William C. Wallace

                                         /s/Robert P. Sanchez
Robert P. Sanchez                        _____________________
Senior Vice President                    Robert P. Sanchez

                                         /s/Rose F. Marotta
Rose F. Marotta                          _____________________
Treasurer                                Rose F. Marotta

                                         /s/Kenneth L. MacRitchie
Kenneth L. MacRitchie                    _____________________
Assistant Secretary                      Kenneth L. MacRitchie

                                         /s/William K. Killeen
William K. Killeen                       _____________________ 
                                         William K. Killeen

                                         /s/Diana P. Herrmann
Diana P. Herrmann                        _____________________
                                         Diana P. Herrmann

                                         /s/Charles E. Childs III
Charles E. Childs III                    ______________________
                                         Charles E. Childs III

                                         /s/Stephen J. Caridi
Stephen J. Caridi                        ______________________
                                         Stephen J. Caridi

                                         /s/Brian R. Katzman
Brian R. Katzman                         ______________________
                                         Brian R. Katzman

                                         /s/Sandra J. Hermida
Sandra J. Hermida                        ______________________
                                         Sandra J. Hermida

<PAGE>


                           APPENDIX C

                       Backup Arrangement

     ADM currently has in effect a redundancy arrangement with
Comdisco Disaster Recovery Services, Inc.  The agreement with
Comdisco provides that in the event of a data processing systems
disaster at ADM's facilities in Woodbridge, New Jersey, ADM may use
equipment available at Comdisco's facilities for routine and other
processing.  The agreement with Comdisco also provides for
dedicated time on Comdisco's data processing equipment each year to
allow ADM to test the redundancy system.


<PAGE>


                           APPENDIX D

                          Compensation

     In accordance with the provisions of Section 15 of the
attached Agreement, the Fund shall pay ADM the monthly amount of
$1.25 for each account in the Fund open at any time during the
month.  The minimum amount of compensation for each month shall be
$208.33.
     In addition to the above charges, the Fund shall pay or
reimburse ADM for out-of pocket expenses, including but not limited
to: postage; forms relating to the Fund or shareholders of the
Fund; envelopes; paper; bank charges; costs relating to the
production of special reports for the Fund, its distributor, or
otherwise; and similar expenses.  The Fund will also reimburse ADM
for counsel fees in accordance with the Agreement.