EX-99.77C

                                                                  EXHIBIT 99.77C

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A Special  Meeting of  Shareholders  of the Fund was held on April 17, 2008,  at
which the shareholders  approved a new investment advisory agreement between the
Fund and J.J.B. Hilliard,  W.L. Lyons, LLC. Details regarding the new investment
advisory  agreement  and the  special  shareholder  meeting are  contained  in a
definitive proxy statement filed with the Securities and Exchange  Commission on
February 22, 2008.  The votes cast at the special  shareholders  meeting were as
follows:

                              For                Withheld               Abstain
                              ---                --------               -------

Common Shares             931,074,857           13,368,655            21,320,185

EX-99.77K

To the Shareholders and Board of Directors of
Hilliard-Lyons Government Fund, Inc.

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

In  planning  and   performing   our  audit  of  the  financial   statements  of
Hilliard-Lyons  Government  Fund, Inc. (the "Fund") as of and for the year ended
August  31,  2008,  in  accordance  with the  standards  of the  Public  Company
Accounting  Oversight Board (United  States),  we considered the Fund's internal
control  over  financial   reporting,   including   controls  over  safeguarding
securities,  as a basis for designing our auditing procedures for the purpose of
expressing  our  opinion  on the  financial  statements  and to comply  with the
requirements of Form N-SAR,  but not for the purpose of expressing an opinion on
the  effectiveness  of the Fund's  internal  control over  financial  reporting.
Accordingly, we express no such opinion.

The  management of the Fund is  responsible  for  establishing  and  maintaining
effective  internal  control  over  financial  reporting.   In  fulfilling  this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  A fund's internal control over
financial  reporting  is a process  designed  to  provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting  principles.  A fund's  internal  control  over  financial  reporting
includes  those polices and  procedures  that (1) pertain to the  maintenance of
records  that,  in  reasonable   detail,   accurately  and  fairly  reflect  the
transactions and dispositions of the assets of the fund; (2) provide  reasonable
assurance that  transactions are recorded as necessary to permit  preparation of
financial   statements  in  accordance   with  generally   accepted   accounting
principles,  and that receipts and  expenditures of the fund are being made only
in accordance with  authorizations  of management and directors of the fund; and
(3) provide  reasonable  assurance  regarding  prevention or timely detection of
unauthorized acquisition,  use or disposition of a fund's assets that could have
a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees,  in the normal
course  of  performing   their   assigned   functions,   to  prevent  or  detect
misstatements  on a timely  basis.  A material  weakness is a  deficiency,  or a
combination of deficiencies,  in internal control over financial reporting, such
that  there is a  reasonable  possibility  that a material  misstatement  of the
Fund's annual or interim financial  statements will not be prevented or detected
on a timely basis.

Our  consideration of the Fund's internal  control over financial  reporting was
for  the  limited  purpose  described  in the  first  paragraph  and  would  not
necessarily disclose all deficiencies in internal control that might be material
weaknesses  under  standards   established  by  the  Public  Company  Accounting
Oversight Board (United States). However, we noted no deficiencies in the Fund's
internal control over financial reporting and its operation,  including controls
over  safeguarding  securities,  that we consider  to be a material  weakness as
defined above as of August 31, 2008.

This report is intended solely for the information and use of management and the
Board of Directors of the Fund and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone  other than these  specified
parties.

COHEN FUND AUDIT SERVICES, LTD.
Westlake, Ohio
September 30, 2008