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May 22, 1995
Rule 24f-2 Notice for Gradison Growth Trust
1933 Act Registration No. 2-84169
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
registrant, Gradison Growth Trust, hereby advises as follows:
1. The fiscal period for which this notice is filed is the fiscal
period ended March 31, 1995.
2. The number of securities of the same class registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2 which
remained unsold at beginning of said year is none.
3. The number of securities registered during said fiscal period
other than pursuant to Rule 24f-2 is none.
4. The number of securities sold during said period is 10,080,913*.
5. The number of securities sold during said fiscal period in
reliance upon registration pursuant to Rule 24f-2 is 10,080,913*.
Calculation of Filing Fee
Aggregate Sale
(Redemption)
Number of Shares Price
Shares of beneficial
interest, no par value,
sold during the fiscal
period ended March 31,
1995* 10,080,913 $210,383,576
Shares redeemed during the
fiscal period ended
March 31, 1995 9,929,846 208,214,246
Net aggregate sales 151,067 $ 2,169,330
Amount of filing fee at
1/2900 of net aggregate
sales price $748.04
* Calculation of filing fee does not include an aggregate of 683,162
shares issued as dividends.
GRADISON GROWTH TRUST
By Richard M. Wachterman
Secretary
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May 22, 1995
Gradison Growth Trust
580 Walnut Street
Cincinnati, Ohio 45202
Gentlemen:
Reference is made to the notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, to be filed with the
Securities & Exchange Commission with respect to 10,080,913 shares of
beneficial interest, without par value, of Gradison Growth Trust (the
"Trust") sold by the Trust during its fiscal period ended March 31, 1995
(such shares are herinafter referred to as the "Shares").
I wish to advise you that I have reviewed the Trust's Declaration of
Trust, as amended, its By-Laws, the record of proceedings of its
shareholders and trustees from the date of its organization until the
present time, the applicable provisions of the laws of the State of Ohio
under which the Trust was organized, and such other documents and
questions of law as I deem necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that the Trust had authority
to issue the Shares and that, assuming such Shares were issued pursuant to
the terms, provisions and conditions set forth in the then current
Registration Statement of the Trust, under the Securities Act of 1933, as
amended, (Registration No. 2-84169), the Shares were validly issued, fully
paid and nonassessable.
Respectfully submitted,
/s/ Richard M. Wachterman
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Richard M. Wachterman
General Counsel
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