<PAGE>
Exhibit 1.2
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
TO
HILLIARD-LYONS GOVERNMENT FUND, INC.
Pursuant to the provisions of Sections 2-105(c) and 2-208.1 of the General
Corporation Law of Maryland, an amendment to the articles of incorporation of
Hilliard-Lyons Government Fund, Inc. (the "Corporation") increasing the
Corporation's authorized capital has been adopted as follows:
FIRST: Immediately prior to the amendment to the Corporation's Articles of
Incorporation, Article Five of the Corporation's Articles of
Incorporation stated that "The total number of shares of stock
which the Corporation shall have authority to issue is One Billion
Five Hundred Million (1,500,000,000) shares of the par value of One
Cent ($0.01) per share, all of which shall be of a single class
called Common Stock, such shares having an aggregate par value of
Fifteen Million Dollars ($15,000,000)."
SECOND: Immediately after the amendment to the Corporation's Articles of
Incorporation, Article Five of the Corporation's Articles of
Incorporation states that "The total number of shares of stock
which the Corporation shall have authority to issue is Two Billion
(2,000,000,000) shares of the par value of One Cent ($0.01) per
share, all of which shall be of a single class called Common Stock,
such shares having an aggregate par value of Twenty Million Dollars
($20,000,000)."
THIRD: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.
FOURTH: The Board of Directors of the Corporation approved this amendment
to the Corporation's Articles of Incorporation increasing the total
number of shares of capital stock that the Corporation has
authority to issue in accordance with Section 2-105(c) of the
General Corporation Law of Maryland.
IN WITNESS WHEREOF, I have signed these Articles of Supplementary and have
acknowledged the same to be the act of Hilliard-Lyons Government Fund, Inc.
under penalties of perjury on this 12th day of December 2000.
/s/ JOSEPH C. CURRY, JR.
-------------------------------
Joseph C. Curry, Jr., President
Witness:
/s/ DIANNA P. WENGLER
--------------------------------------
Dianna P. Wengler, Assistant Secretary
