GRADISON GROWTH TRUST
N-30D/A, 1996-06-25
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<PAGE>   1
                                ESTABLISHED VALUE
                                      FUND



                                GRADISON-McDONALD



                                  ANNUAL REPORT
                                 MARCH 31, 1996

                                GRADISON-McDONALD

This material is intended for distribution to shareholders of the
Gradison-McDonald Established Value Fund. It may be distributed to other persons
only if it is preceded or accompanied by a current prospectus of the
Gradison-McDonald Established Value Fund. McDonald & Company Securities, Inc.-
Distributor

                     A COMMON STOCK FUND INVESTING IN LARGE
                       COMPANIES JUDGED TO BE UNDERVALUED
<PAGE>   2
                                GRADISON-McDONALD
                             ESTABLISHED VALUE FUND

LETTER TO SHAREHOLDERS                                              May 16, 1996

Dear Shareholder:

We are pleased to provide you with the audited annual report for the Fund's
fiscal year ended March 31, 1996.

THE ECONOMY AND THE MARKET - It has been difficult to evaluate the level of
strength or weakness of the economy so far this year. Severe weather and the
earlier government shutdown distorted the economic statistics from the first
several months. It appeared that the economy remained in a slow growth mode
following the fourth quarter of 1995. However, more recent data, including
strong employment figures, rising commodity and oil prices, and increased
consumer spending, have hinted at economic strength and have sparked some fear
of inflation. The result has been a sharp rise in interest rates. Despite the
near term reaction by the bond market, it appears unlikely that the Federal
Reserve will take action until there is clear and convincing evidence that
inflation is accelerating.

The uncertainty surrounding the economy has led to volatility in the stock
market. The major stock market indices have been subject to severe daily price
swings as investors digest various economic figures.

The stock market experienced its best performance in the last 37 years during
1995. Low inflation, a favorable interest rate environment and strong corporate
earnings helped push the market to record levels. The performance of the
financial markets over the past year will be a difficult act to follow. It
remains to be seen what events will shape the markets in 1996. The past year
should remind investors that adhering to a sound, long-term investment strategy
remains prudent.

PERFORMANCE - Total returns for the Fund and the benchmark S&P 500 Index follow
this letter. The return for the Fund during the third quarter was 1.23% versus
6.02% for the S&P 500 Index. The underperformance by the Fund can be attributed
to the weakness in the technology sector. Following three consecutive quarters
of significant outperformance, the prices of technology related stocks declined
considerably during the final calendar quarter of 1995. Investors, betting on a
stronger economy, began to purchase more cyclical securities during the fourth
fiscal quarter, pushing the price of those securities higher. The retail and
aerospace groups also experienced favorable price action during the quarter. As
a result, the fund outperformed the S&P 500 Index during the fourth fiscal
quarter with a return of 6.27% versus 5.37% for the benchmark.

During the last year, our aerospace and technology companies accounted for much
of the performance with Loral, Lockheed Martin, Raytheon and Sun Microsystems
leading the way.

Finally, cash remains at approximately 30% which hopefully will serve to lower
the volatility risk but may dampen the returns in periods like the last year.

                          1-800-869-5999 [Phone Logo]

<PAGE>   3

LETTER TO SHAREHOLDERS (CONTINUED)

PORTFOLIO - The Fund's net assets increased to $366 million as of the fiscal
year ended March 31, 1996. This represents an increase of $89 million compared
to net assets of $277 million as of March 31, 1995.

Since our semiannual report of September 30, 1995, the Fund has purchased shares
of insurance companies Safeco Corporation and St. Paul Companies. Among other
additions to the Fund are Snap-On Incorporated, a manufacturer of hand power
tools, and Northrop Grumman Corporation, an aerospace and electronics maker. The
Fund's holdings in Ford Motor Company, Briggs and Stratton Corporation, Ryder
Systems, and Beneficial Corporation were sold during the same period.

As always, we remain committed to serving your investment needs.

Sincerely,

Gradison-McDonald Established Value Fund

William J. Leugers, Jr.                               
Executive Vice President and Portfolio Manager        

Daniel R. Shick                            
Senior Vice President and Portfolio Manager


COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT               MAY 3, 1986 TO
                                                                  MARCH 31, 1996


             TOTAL RETURN PERIODS ENDED MARCH 31, 1996

                          Average Annual
              10 Years   5 Years    3 Years   1 Year

 Established   12.23%     14.15%    14.23%    24.84%
 S & P 500     13.95      14.66     15.70     31.11



<TABLE>
<CAPTION>
   
                 Gradison-
                 McDonald
Measurement     Established      
  Period        Value Fund      S&P 500
- ---------------------------------------------
<S>             <C>             <C>
5-1-86          10,000.00       10,000.00
4-30-87         12,985.97       12,627.02
4-30-88         13,457.25       11,825.78
4-30-89         15,777.06       14,505.61
4-30-90         15,952.23       16,043.59
4-30-91         17,235.35       18,868.43
4-30-92         18,543.78       21,512.99
4-30-93         22,227.82       23,496.46
4-30-94         24,738.74       24,745.10
3-31-95         26,926.88       28,230.60
3-31-96         33,615.48       37,294.81
    

</TABLE>

Past performance is not predictive of future performance. The investment return
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than the original cost. The
Standard & Poor's (S&P) 500 Composite Stock Price Index is an unmanaged group of
common stocks widely recognized as an index of market performance the investment
returns of which do not include any securities transaction expenses.

2
<PAGE>   4
FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

<TABLE>
<CAPTION>
                                                                    ELEVEN MONTHS
                                                         YEAR           ENDED                   YEAR ENDED APRIL 30,
                                                        ENDED       MARCH 31, 1995     --------------------------------------
                                                   MARCH 31, 1996     (NOTE 1)           1994           1993           1992

<S>                                                   <C>            <C>               <C>            <C>            <C>     
Net asset value at beginning of period                $ 23.381       $ 22.515          $ 21.375       $ 18.366       $ 17.754
                                                      --------       --------          --------       --------       --------
INCOME FROM INVESTMENT OPERATIONS:
    Net investment income                                 .436           .376              .256           .286           .386

    Net realized and unrealized
       gains on investments                              5.190          1.520             2.104          3.278           .916
                                                      --------       --------          --------       --------       --------
Total income from investment operations                  5.626          1.896             2.360          3.564          1.302
                                                      --------       --------          --------       --------       --------

DISTRIBUTIONS TO SHAREHOLDERS:
    Dividends from net investment income (1)             (.430)         (.370)            (.220)         (.285)         (.420)
    Distributions from realized capital gains (1)       (1.010)         (.660)           (1.000)         (.270)         (.270)
                                                      --------       --------          --------       --------       --------
Total distributions to shareholders                     (1.440)        (1.030)           (1.220)         (.555)         (.690)
                                                      --------       --------          --------       --------       --------
Net asset value at end of period                      $ 27.567       $ 23.381          $ 22.515       $ 21.375       $ 18.366
                                                      ========       ========          ========       ========       ========
Total return                                             24.84%          8.85%(2)         11.30%         19.86%          7.59%
                                                      ========       ========          ========       ========       ========

RATIOS/SUPPLEMENTAL DATA:
Net assets at end of period (in millions)             $  366.4       $  277.4          $  253.3       $  203.6       $  175.5
Ratio of expenses to average net assets                   1.15%          1.20%(3)          1.22%          1.28%          1.31%

Ratio of net investment income
   to average net assets                                  1.70%          1.87%(3)          1.15%          1.48%          2.12%
Portfolio turnover rate                                  18.48%         24.23%            38.39%         28.08%         67.96%
</TABLE>



On October 4, 1991, McDonald & Company Securities, Inc. became investment
adviser of the Fund as a result of a merger with Gradison & Company
Incorporated.

(1)      The Board of Trustees declared a dividend from net investment income of
         $0.13 per share and a long-term capital gain distribution of $0.60 per
         share payable on May 31, 1996 to shareholders of record on May 30,
         1996.

(2)      Total return for the eleven months ended March 31, 1995 represents the
         actual return over the period and has not been annualized.

(3)      Annualized.

                 See accompanying notes to financial statements.

3
<PAGE>   5
PORTFOLIO OF INVESTMENTS   MARCH 31, 1996  

<TABLE>
<CAPTION>
   NUMBER        COMMON STOCKS - 74.03%         VALUE
  OF SHARES

 AEROSPACE/DEFENSE COMPANIES - 10.56%
<S>          <C>                             <C>        
   99,756    Lockheed Martin Corporation     $ 7,568,987
  280,000    Loral Corporation                13,720,000
   80,000    Northrop Grumman Corporation      5,090,000
  126,400    Raytheon Company                  6,478,000
   70,000    Textron, Inc.                     5,600,000
                                              ----------
                                              38,456,987
                                              ----------
 AUTOMOTIVE - 2.73%
   86,000    Cummins Engine Company, Inc.      3,472,250
  149,000    Echlin, Inc.                      5,401,250

   42,000    ITT Industries, Inc.              1,071,000
                                              ----------
                                               9,944,500
                                              ----------
 CHEMICALS - 3.92%
  255,000    Engelhard Corporation             5,960,625
  134,000    Hercules, Inc.                    8,308,000
                                              ----------
                                              14,268,625
                                              ----------
 COMPUTING PRODUCTS - 10.02%
  186,000(1) Compaq Computer Corporation       7,184,250
  126,000    Intel Corporation                 7,150,500
   62,000    International Business
               Machines Corporation            6,889,750
  240,000(1) Sun Microsystems, Inc.           10,500,000
  103,000    Tandy Corporation                 4,763,750
                                              ----------
                                              36,488,250
                                              ----------
 CONSUMER DURABLES - 2.78%
   97,000    Goodyear Tire & Rubber
                (The) Company                  4,947,000
 111,000     Snap-on, Inc.                     5,189,250
                                              ----------
                                              10,136,250
                                              ----------

 CONSUMER NON-DURABLES - 2.25%
 138,400     American Greetings Corporation    3,823,300
 238,000     Archer-Daniels-Midland Company    4,373,250
                                              ----------
                                               8,196,550
                                              ----------

 FINANCIAL SERVICES - 6.16%

 119,000     Household International, Inc.     8,002,750
  70,000     Transamerica Corporation          5,241,250
 139,000     Travelers, Inc.                   9,174,000
                                              ----------
                                              22,418,000
                                              ----------
 INDUSTRIAL PRODUCTS - 7.81%
  120,000    Foster Wheeler Corporation        5,325,000
   90,000    Goodrich (B.F.) Company           7,155,000
   90,000    Harris Corporation                5,568,750
   74,000    Johnson Controls, Inc.            5,522,250
  105,000    Timken Company                    4,843,125
                                              ----------
                                              28,414,125
                                              ----------

 INSURANCE - 4.65%
    42,000   ITT Hartford Group, Inc.          2,058,000
   110,000   Providian Corporation             4,908,750
   143,000   SAFECO Corporation                4,790,500
    93,000   St. Paul Companies, Inc.          5,161,500
                                              ----------
                                              16,918,750
                                              ----------

 NATURAL RESOURCES /FOREST PRODUCTS - 7.66%
  152,000    Asarco, Inc.                      5,320,000
  145,000    Coastal Corporation               5,727,500
  150,000    Cyprus Amax Minerals Company      4,237,500
  110,000    International Paper Company       4,331,250
  100,000    Potlatch Corp.                    4,275,000
   85,000    Temple-Inland, Inc.               3,984,375
                                              ----------
                                              27,875,625
                                              ----------
</TABLE>


                 See accompanying notes to financial statements.

4
<PAGE>   6


PORTFOLIO OF INVESTMENTS   MARCH 31, 1996 

<TABLE>
<CAPTION>
   NUMBER       COMMON STOCKS (CONTINUED)                             VALUE
  OF SHARES

 RETAIL TRADE & SERVICES - 5.79%
<S>                 <C>                                               <C>
   160,000           American Stores Company                          $5,280,000
    75,000           Dillard Department
                     Stores, Inc.                                      2,596,875
    42,000(1)        ITT Corporation                                   2,520,000
    99,000           Mercantile Stores, Inc.                           6,076,125
   254,000           Wendy's International, Inc.                       4,603,750
                                                                      ----------
                                                                      21,076,750
                                                                      ----------
TELEPHONE COMMUNICATIONS - 4.03%
   210,000 (1)       Andrew Corporation                                8,032,500
   220,000           MCICommunications
                     Corporation                                       6,655,000
                                                                      ----------
                                                                      14,687,500
                                                                      ----------
TRANSPORTATION - 5.67%
   190,000          Consolidated Freightways, Inc.                  $  4,868,750
    75,000          Consolidated Rail Corporation                      5,371,875
    67,000(1)       Federal Express Corporation                        4,681,625
   156,000          Pittston Brink's Group                             4,173,000
    78,000          Pittston Burlington Group                          1,530,750
                                                                    ------------
                                                                      20,626,000
                                                                    ------------
                     TOTAL COMMON STOCKS
                      (COST = $155,568,960)                         $269,507,912
                                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
   PRINCIPAL            COMMERCIAL PAPER - 18.42%                                    MATURITY  INTEREST      VALUE
    AMOUNT                                                                                      RATE (2)


<S>             <C>                                                                   <C>        <C>     <C>         
  $  5,000,000  Air Products & Chemicals, Inc.                                        4/12/96    5.12%   $  4,992,178
     6,000,000  Ameritech Corporation                                                 4/29/96    5.14       5,976,013
     5,000,000  AT&T Capital Corporation                                              4/30/96    5.13       4,979,338
     6,000,000  Dun & Bradstreet Corporation                                          5/07/96    5.30       5,968,200
     6,000,000  Dupont (E.I.) de Nemours & Company                                    5/06/96    5.19       5,969,725
     6,000,000  Heinz (H.J.) Company                                                  5/03/96    5.15       5,972,533
     6,300,000  Motorola Credit Corporation                                           4/23/96    5.30       6,279,595
     5,000,000  Pitney Bowes Credit Corporation                                       4/04/96    5.11       4,997,871
     6,000,000  PPGIndustries, Inc.                                                   5/13/96    5.23       5,963,390
     5,000,000  Toys "R" Us, Inc.                                                     4/08/96    5.20       4,994,944
     6,000,000  United Parcel Service of America, Inc.                                5/01/96    5.17       5,974,150
     5,000,000  Weyerhaeuser Company                                                  5/14/96    5.27       4,968,526
                                                                                                         ------------
                TOTAL COMMERCIAL PAPER (COST = $67,036,463)                                              $ 67,036,463
                                                                                                         ------------
</TABLE>



<TABLE>
<CAPTION>
   PRINCIPAL                     REPURCHASE AGREEMENT - 7.55%                               MATURITY  INTEREST      VALUE
    AMOUNT                                                                                            RATE (2)
<S>            <C>                                                                            <C>         <C>     <C>
 $27,500,000   First Chicago Capital Markets
                  dated 3/29/96, collateral; U.S. Treasury Bills, due 9/19/96
                  with a market value of $28,060,796; repurchase proceeds: $27,512,031
                  (COST = $27,500,000)                                                         4/01/96    5.32%   $ 27,500,000
                                                                                                                  ------------


               TOTAL INVESTMENTS, AT VALUE (NOTE 1) (COST = $250,105,423)  - 100%                                 $364,044,375
                                                                                                                  ============
</TABLE>

(1)      Non-income producing.

(2)      For commercial paper, the rate is the discount rate at the time of
         purchase by the Fund. For repurchase agreements, the rate shown
         reflects the actual rate of return to the Fund.

                 See accompanying notes to financial statements.

5
<PAGE>   7

STATEMENT OF ASSETS AND LIABILITIES     

<TABLE>
<CAPTION>
                                                                                                       MARCH 31, 1996

ASSETS
<S>                                                                                                      <C>         
   Investments in securities, at value (Note 1) (Cost $250,105,423)                                      $364,044,375
   Receivable for Fund shares sold                                                                          2,303,021
   Dividends and interest receivable                                                                          307,231
   Cash                                                                                                       205,598
   Prepaid expenses and other assets                                                                           23,237
                                                                                                         ------------
      TOTAL ASSETS                                                                                        366,883,462
                                                                                                         ------------


LIABILITIES
   Accrued investment advisory fee (Note 2)                                                                   163,768
   Other liabilities payable to adviser (Note 2)                                                              175,279
   Payable for Fund shares redeemed                                                                           108,038
   Other accrued expenses and liabilities                                                                      19,549
                                                                                                         ------------
      TOTAL LIABILITIES                                                                                       466,634
                                                                                                         ------------
NET ASSETS                                                                                               $366,416,828
                                                                                                         ============
Net assets consist of:
   Aggregate paid-in capital                                                                              244,189,659
   Accumulated undistributed net investment income                                                            745,359
   Accumulated undistributed net realized gains                                                             7,542,858
   Net unrealized appreciation of investments                                                             113,938,952
                                                                                                         ------------
Net Assets                                                                                               $366,416,828
                                                                                                         ============

Shares of capital stock outstanding
   (no par value - unlimited number of shares authorized)                                                  13,291,936
                                                                                                         ============

Net asset value and redemption price per share (Note 1)                                                  $      27.57
                                                                                                         ============
</TABLE>


                 See accompanying notes to financial statements.

6
<PAGE>   8

STATEMENT OF OPERATIONS     


<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                   MARCH 31, 1996

INVESTMENT INCOME:
<S>                                                           <C>             <C>      
   Dividends                                                  $ 4,013,844
   Interest                                                     5,311,252
                                                              -----------
      Total investment income                                                 $ 9,325,096


EXPENSES:
   Investment advisory fees (Note 2)                            1,890,225              
   Distribution (Note 2)                                        1,460,779              
   Transfer agency fees (Note 2)                                  242,289              
   Accounting services fees (Note 2)                               52,703              
   Registration fees                                               29,649              
   Printing                                                        20,578              
   Professional fees                                               19,081              
   Custodian fees                                                  15,617                 
   Trustees' fees (Note 2)                                          9,114              
   Postage and mailing                                              2,414              
   Other                                                           29,185              
                                                              -----------
      TOTAL EXPENSES                                                           3,771,634
                                                                             -----------
NET INVESTMENT INCOME                                                          5,553,462

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
   Net realized gain on investments                            13,508,988                
   Net increase in unrealized appreciation of investments      51,890,255                
                                                              -----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                                65,399,243
                                                                              -----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                          $70,952,705
                                                                              ===========
</TABLE>


                 See accompanying notes to financial statements.

7
<PAGE>   9
STATEMENTS OF CHANGES IN NET ASSETS   

<TABLE>
<CAPTION>
                                                                                                       ELEVEN MONTHS
                                                                                       YEAR                ENDED
                                                                                       ENDED           MARCH 31, 1995
                                                                                    MARCH 31, 1996        (NOTE 1)

FROM OPERATIONS:
<S>                                                                                 <C>                  <C>        
   Net investment income                                                            $  5,553,462        $  4,489,701
   Net realized gain on investments                                                   13,508,988           7,099,956
   Net increase in unrealized
      appreciation of investments                                                     51,890,255          11,638,554
                                                                                    ------------        ------------
      Net increase in net assets resulting from operations                            70,952,705          23,228,211
                                                                                    ------------        ------------

FROM DISTRIBUTIONS TO SHAREHOLDERS:
   Net investment income                                                              (5,404,325)         (4,392,688)
   Net realized capital gains                                                        (12,516,066)         (7,525,690)
                                                                                    ------------        ------------
      Decrease in net assets from distributions to shareholders                      (17,920,391)        (11,918,378)
                                                                                    ------------        ------------

FROM FUND SHARE TRANSACTIONS:
   Proceeds from shares sold                                                         204,134,880         163,689,905
   Net asset value of shares issued in reinvestment of distributions                  17,748,840          11,790,560
   Payments for shares redeemed                                                     (185,868,913)       (162,712,174)
                                                                                    ------------        ------------
      Net increase in net assets from Fund share transactions                         36,014,807          12,768,291
                                                                                    ------------        ------------

TOTAL INCREASE IN NET ASSETS                                                          89,047,121          24,078,124

NET ASSETS:
      Beginning of period                                                            277,369,707         253,291,583
                                                                                    ------------        ------------
      End of period (including undistributed net investment
         income of $745,359 and $596,222, respectively) (Note 1)                    $366,416,828        $277,369,707
                                                                                    ============        ============

NUMBER OF FUND SHARES:
   Sold                                                                                7,979,631           7,449,070
   Issued in reinvestment of distributions to shareholders                               709,780             541,606
   Redeemed                                                                           (7,260,289)         (7,377,921)
                                                                                    ------------        ------------
      Net increase in shares outstanding                                               1,429,122             612,755
   Outstanding at beginning of period                                                 11,862,814          11,250,059
                                                                                    ------------        ------------
   Outstanding at end of period                                                       13,291,936          11,862,814
                                                                                    ============        ============
</TABLE>


                 See accompanying notes to financial statements.

8
<PAGE>   10

NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996 

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

Gradison Growth Trust (the "Trust") is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end management investment
company. The Trust was created under Ohio law on May 31, 1983; it commenced
investment operations and the public offering of its shares on August 16, 1983.
The Trust consists of four series, the Gradison-McDonald Established Value Fund,
the Gradison-McDonald Opportunity Value Fund, the Gradison-McDonald Growth
& Income Fund and the Gradison-McDonald International Fund (collectively, the
"Funds"); each of which in effect represents a separate fund with its own
investment policies. This Annual Report to Shareholders pertains only to the
Gradison-McDonald Established Value Fund (the "Fund"). The Fund's investment
objective is to seek long-term capital growth by investing primarily in common
stocks.

The Fund changed its fiscal year end to March 31, effective with the September
30, 1994 Semiannual Report.

The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles. The preparation of
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amount of income and expenses for the
period. Actual results could differ from those estimates.

SECURITIES VALUATION -- Portfolio securities listed or traded on the New York or
American Stock Exchanges are valued at the last sale price on that exchange, or
if there were no sales that day, the securities are valued at the closing bid
price. All other portfolio securities for which over-the-counter market
quotations are readily available are valued at the latest bid price. Commercial
paper and discount notes are valued using the amortized cost method which
approximates market value. This involves initially valuing a security at its
original cost and thereafter assuming a constant amortization to maturity of any
discount or premium. Portfolio securities for which market quotations are not
readily available are valued at their fair value as determined in good faith
under procedures adopted by the Board of Trustees.

Repurchase agreements, which are collateralized by U.S. Government obligations,
are valued at cost which, together with accrued interest, approximates market.
Collateral for repurchase agreements is held in safekeeping in the customer-only
account of the Fund's custodian. At the time the Fund enters into a repurchase
agreement, the seller agrees that the value of the underlying security,
including accrued interest, will be equal to or exceed the face amount of the
repurchase agreement. In the event of a bankruptcy or other default of the
seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying security and losses. These losses would not exceed an
amount equal to the difference between the liquidating value of the underlying
security and the face amount of the repurchase agreement and accrued interest.
To minimize the possibility of loss, the Fund enters into repurchase agreements
only with selected domestic banks and securities dealers which the Fund's
investment adviser believes present minimal credit risk. Refer to the Fund's
Portfolio of Investments for the face amount of repurchase agreements and
repurchase proceeds as of March 31, 1996.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are
accounted for on the trade date (the date the order to buy or sell is executed),
and dividend income is recorded on the ex-dividend date. Interest income is
accrued as earned. Gains and losses on sales of investments are calculated on
the identified cost basis for financial reporting and tax purposes.

9
<PAGE>   11

NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996 

TAXES -- It is the Fund's policy to comply with the provisions of the Internal
Revenue Code available to regulated investment companies. As provided therein,
in any fiscal year in which the Fund so qualifies, and distributes at least 90%
of its taxable net income, the Fund will be relieved of federal income tax on
the income distributed. Accordingly, no provision for income taxes has been
made.

In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year, at least 98% of its net investment income (earned during the
calendar year) and 98% of its net realized capital gains, if any (earned during
the twelve months ended October 31), plus undistributed amounts from prior
years.

The tax basis of investments is equal to the cost as shown on the Statement of
Assets and Liabilities. For both financial reporting and tax purposes, gross
unrealized appreciation and gross unrealized depreciation of securities at March
31, 1996 was $114,472,602 and $533,650, respectively.

FUND SHARE VALUATION AND DISTRIBUTIONS TO SHAREHOLDERS -- The net asset value
per share is computed by dividing the net asset value of the Fund (total assets
less total liabilities) by the number of shares outstanding. The redemption
price per share is equal to the net asset value per share.

Distributions to shareholders are recorded on the ex-dividend date. During the
year ended March 31, 1996, the Fund made total distributions of $1.44 per share,
of which $.43 was treated as dividend income, $.06 was treated as short-term
capital gain, and $.95 was treated as long-term capital gain.

EXPENSES -- Common expenses incurred by the Trust are allocated to the Fund
based on the ratio of the net assets of the Fund to the combined net assets of
the Trust. In all other respects, expenses are charged to the Fund as incurred
on a specific identification basis.

NOTE 2 -- TRANSACTIONS WITH AFFILIATES

The Trust's investments are managed, subject to the general supervision and
control of the Trust's Board of Trustees, by McDonald & Company Securities, Inc.
("McDonald"), a registered investment adviser and securities dealer, pursuant to
the terms of an Investment Advisory Agreement ("Agreement"). Under the terms of
the Agreement, effective June 1, 1995, the Fund pays McDonald a fee computed and
accrued daily and paid monthly based upon the Fund's daily net assets at the
annual rate of .65% on the first $100 million, .55% on the next $100 million and
 .45% on any amounts in excess of $200 million. McDonald is to reimburse the Fund
for the amount by which the Fund's aggregate expenses for a fiscal year,
including the advisory fee but excluding interest, taxes and extraordinary
expenses, exceed limits set by state securities regulations. No such
reimbursement was required for the year ended March 31, 1996. Prior to June 1,
1995, the Fund paid McDonald an investment advisory fee at an annual rate of
 .90% on the first $100 million, .80% on the next $100 million and .70% on any
amounts in excess of $200 million.

The Agreement provides that McDonald bears the costs of salaries and related
expenses of executive officers of the Fund who are necessary for the management
and operations of the Fund. In addition, McDonald bears the costs of preparing,
printing and mailing sales literature and other advertising materials and
compensates the Trust's trustees who are affiliated with McDonald. All expenses
not specifically assumed by McDonald are borne by the Fund.

10
<PAGE>   12
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996 

Under the terms of a Transfer Agency, Accounting Services and Administrative
Services Agreement, effective June 1, 1995, McDonald provides transfer agent,
dividend disbursing, accounting services and administrative services to the
Fund. The Fund pays McDonald a monthly fee for transfer agency and
administrative services at an annual rate of $18.25 per shareholder non-zero
balance account, plus out-of-pocket costs for statement paper, statement and
reply envelopes and reply postage. The Fund pays McDonald a monthly fee for
accounting services based on the Fund's average daily net assets at an annual
rate of .03% on the first $100 million, .02% on the next $100 million, and .01%
on any amount in excess of $200 million, with a minimum annual fee of $40,000.

Prior to June 1, 1995, the Fund paid McDonald a monthly fee at an annual rate of
$7.36 per shareholder non-zero balance account for data processing services
provided to the Fund plus the cost of shareholder statement printing. Prior to
June 1, 1995, the Fund also reimbursed McDonald for the cost of furnishing
personnel to perform shareholder and certain other services.

In accordance with the terms of a Distribution Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, the Fund pays McDonald a fee for its
assistance in distribution of shares of the Fund. Effective June 1, 1995, in
connection with a reduction of the investment advisory fee by .25%, the
Distribution Service Plan was amended to increase the total fee by .25% to .50%,
the components of which are set forth in the remainder of this paragraph. The
Fund pays McDonald a service fee for personal services to shareholders,
including shareholder liaison services such as responding to shareholder
inquiries and providing information to shareholders about their Fund accounts.
This fee is computed and paid at an annual rate of .25% of the Fund's average
daily net assets. The Fund also pays McDonald a fee for its assistance in
selling shares of the Fund, including advising shareholders regarding purchase,
sale and retention of Fund shares. This fee is computed and paid at an annual
rate of .25% of the Fund's average daily net assets.

The officers of the Trust are also officers of McDonald.

Each trustee of the Trust who is not affiliated with McDonald receives fees from
the Trust for services as a trustee. The amounts of such fees for each trustee
are as follows: (a) an annual fee of $5,000 payable in quarterly installments
for service during each fiscal quarter and (b) $500 for each Board of Trustees
or committee meeting attended.

NOTE 3 -- SUMMARY OF PURCHASES AND SALES OF INVESTMENTS

For the year ended March 31, 1996, the cost of purchases and proceeds from the
sale of securities, excluding short-term securities, amounted to $43,503,220 and
$47,342,065, respectively.

11
<PAGE>   13
                                     ARTHUR
                                    ANDERSEN

                            ARTHUR ANDERSEN & CO, SC

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of the
Gradison-McDonald Established Value Fund
of the Gradison Growth Trust:

We have audited the accompanying statement of assets and liabilities of the
Gradison-McDonald Established Value Fund of the Gradison Growth Trust (an Ohio
business trust), including the portfolio of investments, as of March 31, 1996,
and the related statement of operations for the year then ended, the statements
of changes in net assets for the periods indicated thereon, and the financial
highlights for each of the four periods in the period then ended. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits. The financial
highlights for the year ended April 30, 1992, of the Gradison-McDonald
Established Value Fund of the Gradison Growth Trust, was audited by other
auditors whose report dated May 22, 1992, expressed an unqualified opinion on
those financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1996, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Gradison-McDonald Established Value Fund of the Gradison Growth Trust as of
March 31, 1996, the results of its operations for the year then ended, the
changes in its net assets for the periods indicated thereon, and the financial
highlights for each of the four periods in the period then ended, in conformity
with generally accepted accounting principles.

Cincinnati, Ohio,
May 30, 1996

12
<PAGE>   14
GRADISON-McDONALD FAMILY OF FUNDS                                               

Increasingly, MUTUAL FUNDS are the preferred vehicle for starting and building
an investment program. And today, GRADISON-McDONALD is a preferred name in
mutual funds for a GROWING number of investors. Gradison-McDonald offers a full
line of mutual fund products.

GOVERNMENT INCOME FUND

An income fund which invests in intermediate to long-term U.S. Government
securities.

INTERMEDIATE MUNICIPAL INCOME FUND

An income fund which seeks to provide income exempt from regular Federal income
tax through investment in a municipal bond portfolio with a three to ten year
average maturity.*

OHIO TAX-FREE INCOME FUND

An income fund which seeks to provide income exempt from regular Federal income
tax and Ohio state personal income tax.*

GROWTH & INCOME FUND

A common stock fund that seeks long-term capital growth, current income and
growth of income.

OPPORTUNITY VALUE FUND

A common stock fund that seeks long-term capital growth by investing in
companies that are generally smaller in size than those included in the Standard
& Poor's 500 Index.

INTERNATIONAL FUND

A common stock fund that seeks capital growth by investing in common stocks of
non-United States companies.

MONEY MARKET FUNDS

Gradison-McDonald offers a full range of taxable and tax-free money market
funds.

Prospectuses are available upon request by calling (800) 869-5999 and should be
read carefully before you invest. AN INVESTMENT IN THE MONEY MARKET FUNDS IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO
ASSURANCE THAT THEY WILL BE ABLE TO MAINTAIN A STABLE $1.00 SHARE PRICE. The
return and principal value of an investment in other funds will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than the
original cost. The returns of all funds will fluctuate.

*Investment income may be subject to the federal alternative minimum tax.
Capital gains, if any, are taxable. Investment income of the Intermediate
Municipal Income Fund may be subject to state and local taxes.

13
<PAGE>   15
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14
<PAGE>   16
                                                                                

                       This page intentionally left blank.







15
<PAGE>   17

                                 GROWTH & INCOME
                                      FUND




                                GRADISON-McDONALD




                                  ANNUAL REPORT
                                 MARCH 31, 1996


                                GRADISON-McDONALD

This material is intended for distribution to shareholders of the
Gradison-McDonald Growth & Income Fund, It may be distributed to other persons
only if it is preceded or accompanied by a current prospectus of the
Gradison-McDonald Growth & Income Fund. McDonald & Company Securities,
Inc.-Distributor



                                                                            

                  A COMMON STOCK FUND SEEKING LONG-TERM GROWTH
                OF CAPITAL, CURRENT INCOME, AND GROWTH OF INCOME
<PAGE>   18
                               GRADISON-McDONALD
                              GROWTH & INCOME FUND

LETTER TO SHAREHOLDERS
                                                                    May 14, 1996

Dear Shareholder:

At March 31, 1996, the Gradison-McDonald Growth & Income Fund completed its
thirteenth month of operation.

PORTFOLIO - During the fiscal year, investments have been made in our Fund at
levels averaging eight hundred thousand dollars a month. At March 31, 1996, our
Fund approached a balance of twelve million dollars. New monies have been
applied to common stock purchases employing a strategy of dollar-cost averaging.
Since June, 1995 over 90% of our Fund's assets have been invested in common
stock. At March 31, 1996, assets totaling 96% of the Fund were committed to
common stocks.

Throughout this year of rising stock prices, we have adhered to our focus and
primary objective and have resisted the temptation to deviate from our stated
investment policies. Indeed, as shown in the table below, your Fund's assets are
invested primarily in the common stock of high quality, well-known companies
with histories of growing profits and dividends. It is our view that companies
with these characteristics are usually good candidates for capital appreciation
and income growth.

The Fund's holdings exhibited the following value and growth characteristics at
March 31, 1996:

<TABLE>
<CAPTION>
                                                             GRADISON-MCDONALD      S&P 500
                                                            GROWTH & INCOME FUND      INDEX
      <S>                                                   <C>                      <C>
       Yield                                                        2.7%               2.2%
       Price/earnings ratio*                                       19.5x              21.3x
       Return on equity                                            21.7%              15.4%
       Average annual five years earnings growth                   11.8%               9.5%
       Annual five year dividend growth rate                        9.4%               2.8%
       Beta                                                        1.04               1.00
<FN>
      *based on trailing 12 month earnings
</TABLE>

                                                   1-800-869-5999 [Phone Logo]
<PAGE>   19
LETTER TO SHAREHOLDERS (CONTINUED)

INVESTMENT PERFORMANCE - For the year ending March 31, 1996 your Fund achieved a
total return of 23.1%. This compares to the 32.1% total return achieved by the
S&P 500 for the same time period. The main reason for the lower investment
performance by your Fund is the more conservative nature of its diversification.
Compared to the S&P 500, the Fund had smaller positions in technology and
cyclical stocks which were top performing sectors for the year. Your Fund's
greater exposure to defensive positions and the accompanying growth of new
investors' substantial investments inhibited performance. While it is still
early in your Fund's operation to have meaningful and comparable performance
data, since its inception (February 28, 1995) your Fund has achieved an
annualized total return of 22.5% whereas the S&P 500's total return for the same
period was 32.7%.

DIVIDENDS - On August 28th your Fund paid its first quarterly dividend. In the
fiscal year ending March 31, 1996, shareholders received the following
distributions:

<TABLE>
<CAPTION>
                                                               INCOME           CAPITAL GAINS
                                                            DISTRIBUTIONS       DISTRIBUTIONS
      <S>                                                   <C>                 <C>
      August 28, 1995                                           $0.060             $0.000
      November 24, 1995                                          0.060              0.035
      December 29, 1995 (year end distribution)                  0.040              0.000
      February 23, 1996                                          0.025              0.000
</TABLE>

In total, $0.22 per share has been distributed to shareholders in the fiscal
year just ended. We plan to pay dividends each quarter. Subject to the Board of
Trustees' approval, we expect to pay our next dividend consisting of earned
income and capital gains in May, 1996.

DIVIDEND REINVESTMENT PLAN - The Fund has a dividend reinvestment plan available
to all shareholders. You may elect to automatically receive cash payments of
dividends and/or capital gains distributions. You may change or terminate this
election at any time.

MARKET OUTLOOK - The economy has entered its sixth year of growth. The longevity
of economic progress is beginning to show some signs of disquietude as evidenced
by its uneven growth in the past five quarters. Recent economic strength masks
trends of slowing growth, declining corporate profits and rising interest rates.
The rise in energy prices is likely to be reflected in a combination of lower
economic growth and higher inflation. These factors are but a few among several
causing volatility in market prices as investors' attention alternates between
these concerns. Growth in overseas economies will continue to have a positive
effect on the U.S. economy for 1996 as export growth is expected to offset
moderate import growth. Inflation, as measured by the Consumer Price Index
(CPI), has been low for almost 5 years. In the latter stages of an economic
expansion corporate profit growth begins to slow as companies are forced to make
price concessions to entice customers while costs remain high. This downward
pressure on prices may dampen the effect of recent increases. A slowing economy
may force rates lower in future months negating any stimulative response by the
Federal Reserve Board.

Stock market averages have moved close to their all time highs despite some
negative first quarter earnings reports as well as higher interest rate levels.
A good number of companies are expected to record earnings gains this year,
although the overall trend is likely to be flat. We are maintaining a generally
cautious approach to common stock selection with emphasis on earnings
reliability and reasonable price/earnings multiples.


2
<PAGE>   20
LETTER TO SHAREHOLDERS (CONTINUED)
PUBLISHED PRICES - In the next few weeks the Gradison-McDonald Growth & Income
Fund will be listed in daily newspaper mutual fund price listings.

All of us with the Gradison-McDonald Growth & Income Fund thank you for your
confidence and trust. We will continue to do our best to serve you and your
investing needs.

Sincerely,

Gradison Growth Trust
Gradison-McDonald Growth & Income Fund





Julian C. Ball, CFA
Executive Vice President and Portfolio Manager



COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT            FEBRUARY 28, 1995
                                                               TO MARCH 31, 1996


<TABLE>
<CAPTION>
 TOTAL RETURN PERIODS ENDED MARCH 31, 1996 

                          Average Annual
                      1 Year         Inception      
 <S>                   <C>             <C>   
 Growth & Income       23.09%          22.46%
 S & P 500              32.11           32.68
</TABLE>

<TABLE>
<CAPTION>
                 Gradison-
                 McDonald
Measurement   Growth & Income      
  Period           Fund        S&P 500  
- -----------------------------------------
<S>             <C>             <C>      
 2/28/95        10,000          10,000
 3/31/95        10,126          10,273
 4/30/95        10,360          10,560
 5/31/95        10,566          10,944
 6/30/95        10,606          11,176
 7/31/95        10,820          11,532
 8/31/95        10,760          11,528
 9/30/95        11,241          11,990
10/31/95        11,161          11,930
11/30/95        11,714          12,420
12/31/95        12,034          12,637
 1/31/96        12,367          13,049
 2/29/96        12,384          13,139
 3/31/96        12,465          13,244

</TABLE>

Past performance is not predictive of future performance. The investment return
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than the original cost. The
Standard & Poor's (S&P) 500 Composite Stock Price Index is an unmanaged group of
common stocks widely recognized as an index of market performance the investment
returns of which do not include any securities transaction expenses. Expense
reimbursement by the Fund's investment adviser increased return during the
period shown. Such reimbursement is subject to termination which would reduce
future returns.


3
<PAGE>   21
FINANCIAL HIGHLIGHTS   (For a share outstanding throughout each period)

<TABLE>
<CAPTION>
                                                                             YEAR         FOR THE PERIOD
                                                                             ENDED      FEBRUARY 28, 1995*
                                                                        MARCH 31, 1996  TO MARCH 31, 1995
<S>                                                                     <C>             <C>    
Net asset value at beginning of period                                      $15.189           $15.000
                                                                            -------           -------
INCOME FROM INVESTMENT OPERATIONS:

    Net investment income                                                      .173              .030
    Net realized and unrealized
      gains on investments                                                    3.317              .159
                                                                            -------           -------

Total income from investment operations                                       3.490              .189
                                                                            -------           -------

DISTRIBUTIONS TO SHAREHOLDERS:

   Dividends from net investment income (1)                                   (.185)             --
   Distributions from realized capital gains (1)                              (.035)             --
                                                                            -------           -------

Total distributions to shareholders                                           (.220)             --
                                                                            -------           -------

Net asset value at end of period                                            $18.459           $15.189
                                                                            =======           =======

Total return                                                                  23.09%             1.27%(2)
                                                                            =======           =======

RATIOS/SUPPLEMENTAL DATA:

Net assets at end of period (in millions)                                   $  12.0           $   1.2
RATIOS NET OF EXPENSES WAIVED AND REIMBURSED BY THE ADVISER (3):
   Ratio of expenses to average net assets                                     1.50%             0.00%(4)
   Ratio of net investment income to average net assets                        1.39%             4.09%(4)

RATIOS ASSUMING NO ADVISER WAIVER OR REIMBURSEMENT OF EXPENSES (3):

   Ratio of expenses to average net assets                                     2.87%            13.88%(4)
   Ratio of net investment income (loss) to average net assets                  .01%            (9.79%)(4)
Portfolio turnover rate                                                        3.07%             3.62%
<FN>

(1) The Board of Trustees declared a dividend from net investment income of
    $0.05 per share, a short-term capital gain distribution of $0.04 per share,
    and a long-term capital gain distribution of $0.01 per share payable on May
    31, 1996 to shareholders of record on May 30, 1996.

(2) Total return represents the actual return over the period and has not been
    annualized.

(3) The adviser absorbed expenses of the Fund through waiver of fees and
    reimbursement of certain expenses (Note 2).

(4) Annualized.

* Date of public offering
</TABLE>

                 See accompanying notes to financial statements.


4
<PAGE>   22
PORTFOLIO OF INVESTMENTS         MARCH 31, 1996

COMMON STOCKS - 100.00%

<TABLE>
<CAPTION>
   NUMBER
  OF SHARES                                                             VALUE
<S>              <C>                                                <C>
 BANK SERVICES - 8.40%

  5,000          Huntington Bankshares, Incorporated                $   119,375
  5,000          Morgan, (J.P.) & Company,                              
                   Incorporated                                         415,000
 12,000          Norwest Corporation                                    441,000
                                                                    -----------
                                                                        975,375
                                                                    -----------
 CONSUMER DURABLES - 4.27%

  2,000          Cooper Tire & Rubber Company                            51,500
  8,000          Shaw Industries Corp.                                   88,000
  4,000          TRW Inc.                                               356,500
                                                                    -----------
                                                                        496,000
                                                                    -----------
 CONSUMER NON-DURABLES - 14.16%

  4,000          CPC International, Inc.                                277,500
 14,000          Heinz, (H.J.) Company                                  463,750
 14,000          Newell Company                                         374,500
  3,000          Pepsico, Inc.                                          189,750
  4,000          Procter & Gamble Company                               339,000
                                                                    -----------
                                                                      1,644,500
                                                                    -----------
 ENERGY - 9.92%

  5,000          Chevron Corporation                                    280,625
  5,000          Exxon Corporation                                      408,125
  4,000          Mobil Corporation                                      463,500
                                                                    -----------
                                                                      1,152,250
                                                                    -----------
 FINANCIAL SERVICES - 6.61%

  6,000          American Express Company                               296,250
  8,000          American General Corporation                           276,000
  3,100          Cincinnati Financial Corporation                       196,075
                                                                    -----------
                                                                        768,325
                                                                    -----------
 HEALTHCARE & PHARMACEUTICALS - 11.50%

  3,000         American Home Products Corporation                      325,125
  5,000         Bristol-Myers Squibb Company                            428,125                           
  4,000         Merck & Co.,Inc.                                        249,000
  5,000         U.S. Healthcare, Inc.                                   230,000
  1,000         Warner-Lambert Company                                  103,250
                                                                    -----------
                                                                      1,335,500
                                                                    -----------

 INDUSTRIAL PRODUCTS - 5.65%                   

  5,000         General Electric Company                            $   389,375
  3,000         Pall Corporation                                         76,875
  6,000         WMX Technologies, Inc.                                  190,500
                                                                    -----------
                                                                        656,750
                                                                    -----------
 NATURAL RESOURCES - 4.81%

  3,000         Avery-Dennison Corporation                              162,000
  3,000         Du Pont (E.I.) de Nemours                         
                   & Company                                            249,000
  7,000         Schulman, (A.) Inc.                                     147,875
                                                                    -----------
                                                                        558,875
                                                                    -----------
 RETAIL TRADE & SERVICES - 8.27%

  6,000         Dun & Bradstreet Corporation                            363,750
  6,000         May Department Stores Co.                               289,500
  3,000         McDonald's Corporation                                  144,000
  5,000         Walgreen Co.                                            163,125
                                                                    -----------       
                                                                        960,375
                                                                    -----------
 TECHNOLOGY - 16.50%

  4,000         Automated Data Processing, Inc.                         157,500
  2,000         Intel Corporation                                       113,500
  7,000         Minnesota Mining &                                 
                   Manufacturing Company                                454,125
  8,000         Motorola Inc.                                           424,000
  9,000         Pitney-Bowes, Inc.                                      441,000
 10,000         Premier Industrial Corporation                          326,250
                                                                    -----------
                                                                      1,916,375
                                                                    -----------
UTILITIES - 9.91%

  6,000         Ameritech Corporation                                   327,000
  9,000         Central & South West Corporation                        256,500
  5,000         Duke Power Company                                      252,500
  6,000         SBC Communications, Inc.                                315,750
                                                                    -----------
                                                                      1,151,750
                                                                    -----------
TOTAL COMMON STOCKS 
  (COST=$10,428,866)                                                $11,616,075
                                                                    ===========
</TABLE>

                 See accompanying notes to financial statements.

5
<PAGE>   23
STATEMENT OF ASSETS AND LIABILITIES 

<TABLE>
<CAPTION>
                                                                      MARCH 31, 1996
<S>                                                                   <C>
ASSETS
   Investments in securities, at value (Note 1) (Cost $10,428,866)     $11,616,075
   Cash                                                                    352,122
   Receivable for Fund shares sold                                          19,253
   Dividends receivable                                                     18,898
   Prepaid expenses and other assets                                         7,090
   Organization expenses, net (Note 1)                                       4,939
                                                                       -----------
      TOTAL ASSETS                                                      12,018,377
                                                                       -----------
LIABILITIES
   Liabilities payable to adviser (Note 2)                                  25,994
   Other accrued expenses and liabilities                                   15,025

                                                                       -----------
      TOTAL LIABILITIES                                                     41,019
                                                                       -----------
NET ASSETS                                                             $11,977,358
                                                                       ===========

Net assets consist of:
   Aggregate paid-in capital                                            10,774,149
   Accumulated undistributed net investment income                          11,621
   Accumulated undistributed net realized gains                              4,379
   Net unrealized appreciation of investments                            1,187,209
                                                                       -----------
Net Assets                                                             $11,977,358
                                                                       ===========

Shares of capital stock outstanding
   (no par value - unlimited number of shares authorized)                  648,877
                                                                       ===========

Net asset value and redemption price per share (Note 1)                $     18.46
                                                                       ===========
</TABLE>


                 See accompanying notes to financial statements.


6
<PAGE>   24
STATEMENT OF OPERATIONS                                      

<TABLE>
<CAPTION>
                                                                      YEAR ENDED
                                                                    MARCH 31, 1996
<S>                                                           <C>              <C>
INVESTMENT INCOME:
   Dividends                                                  $  167,716
   Interest                                                       20,190
                                                              ----------      
      Total investment income                                                 $  187,906

EXPENSES:
   Investment advisory fees (Note 2)                              42,321
   Accounting services fees (Note 2)                              40,000
   Distribution (Note 2)                                          32,555
   Registration fees                                              30,512
   Professional fees                                              11,004
   Transfer agency fees (Note 2)                                  10,901
   Custodian fees                                                  7,323
   Trustees' fees (Note 2)                                         6,507
   Printing                                                        4,126
   Amortization of organization expenses (Note 1)                  1,367
   Other                                                             398
                                                              ----------      
      Total expenses                                             187,014
      Less fees waived by the adviser (Note 2)                   (89,335)
                                                              ----------      
      Net expenses                                                                97,679
                                                                              ----------
NET INVESTMENT INCOME                                                             90,227

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
   Net realized gain on investments                               19,093
   Net increase in unrealized appreciation of investments      1,179,997
                                                              ----------  

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                                1,199,090
                                                                              ----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                          $1,289,317
                                                                              ==========
</TABLE>


                See accompanying notes to financial statements.



7
<PAGE>   25
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                YEAR         FOR THE PERIOD
                                                                               ENDED        FEBRUARY 28, 1995*
                                                                           MARCH 31, 1996   TO MARCH 31, 1995
<S>                                                                        <C>              <C>
FROM OPERATIONS:
   Net investment income                                                    $    90,227         $    2,404
   Net realized gain on investments                                              19,093                410
   Net increase in unrealized appreciation of investments                     1,179,997              7,212
                                                                            -----------         ----------
      Net increase in net assets resulting from operations                    1,289,317             10,026
                                                                            -----------         ----------

FROM DISTRIBUTIONS TO SHAREHOLDERS:
   Net investment income                                                        (81,010)              --
   Net realized capital gains                                                   (15,124)              --
                                                                            -----------         ----------
      Decrease in net assets from distributions to shareholders                 (96,134)              --
                                                                            -----------         ----------

FROM FUND SHARE TRANSACTIONS:
   Proceeds from shares sold                                                 10,777,990          1,198,480
   Net asset value of shares issued in reinvestment of distributions             93,588               --
   Payments for shares redeemed                                              (1,295,409)              (500)
                                                                            -----------         ----------
      Net increase in net assets from Fund share transactions                 9,576,169          1,197,980
                                                                            -----------         ----------

TOTAL INCREASE IN NET ASSETS                                                 10,769,352          1,208,006

NET ASSETS:
      Beginning of period                                                     1,208,006               --
                                                                            -----------         ----------
      End of period (including undistributed net investment
          income of $11,621 and $2,404, respectively) (Note 1)              $11,977,358         $1,208,006
                                                                            ===========         ==========

NUMBER OF FUND SHARES:
   Sold                                                                         640,085             79,564
   Issued in reinvestment of distributions to shareholders                        5,402               --
   Redeemed                                                                     (76,141)               (33)
                                                                            -----------         ----------
      Net increase in shares outstanding                                        569,346             79,531
   Outstanding at beginning of period                                            79,531               --
                                                                            -----------         ----------
   Outstanding at end of period                                                 648,877             79,531
                                                                            ===========         ==========

<FN>
*Date of public offering.
</TABLE>

                 See accompanying notes to financial statements.


8
<PAGE>   26
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

Gradison Growth Trust (the "Trust") is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company. The Trust
was created under Ohio law on May 31, 1983; it commenced investment operations
and the public offering of its shares on August 16, 1983. The Trust consists of
four diversified series, the Gradison-McDonald Growth & Income Fund, the
Gradison-McDonald Established Value Fund, the Gradison-McDonald Opportunity
Value Fund and the Gradison-McDonald International Fund (collectively, the
"Funds"); each of which in effect represents a separate fund with its own
investment policies. This Annual Report to Shareholders pertains only to the
Gradison-McDonald Growth & Income Fund (the "Fund"), the public offering of
shares of which commenced on February 28, 1995. The Fund's investment objective
is to seek long-term growth of capital, current income, and growth of income
consistent with reasonable investment risk.

The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles. The preparation of
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of income and expenses for the
period. Actual results could differ from those estimates.

SECURITIES VALUATION -- Portfolio securities listed or traded on the New York or
American Stock Exchanges are valued at the last sale price on that exchange, or
if there were no sales that day, the securities are valued at the closing bid
price. All other portfolio securities for which over-the-counter market
quotations are readily available are valued at the latest bid price. Commercial
paper and discount notes are valued using the amortized cost method which
approximates market value. This involves initially valuing a security at its
original cost and thereafter assuming a constant amortization to maturity of any
discount or premium. Portfolio securities for which market quotations are not
readily available are valued at their fair value as determined in good faith
under procedures adopted by the Board of Trustees.

Repurchase agreements, which are collateralized by U.S. Government obligations,
are valued at cost which, together with accrued interest, approximates market.
Collateral for repurchase agreements is held in safekeeping in the customer-only
account of the Fund's custodian. At the time the Fund enters into a repurchase
agreement, the seller agrees that the value of the underlying security,
including accrued interest, will be equal to or exceed the face amount of the
repurchase agreement. In the event of a bankruptcy or other default of the
seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying security and losses. These losses would not exceed an
amount equal to the difference between the liquidating value of the underlying
security and the face amount of the repurchase agreement and accrued interest.
To minimize the possibility of loss, the Fund enters into repurchase agreements
only with selected domestic banks and securities dealers which the Fund's
investment adviser believes present minimal credit risk. There were no
repurchase agreements held in the portfolio at March 31, 1996.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are
accounted for on the trade date (the date the order to buy or sell is executed),
and dividend income is recorded on the ex-dividend date. Interest income is
accrued as earned. Gains and losses on sales of investments are calculated on
the identified cost basis for financial reporting and tax purposes.

TAXES -- It is the Fund's policy to comply with the provisions of the Internal
Revenue Code available to regulated investment companies. As provided therein,
in any fiscal year in which the Fund so qualifies, and distributes at least 90%
of its taxable net income, the Fund will be relieved of federal income tax on
the income distributed. Accordingly, no provision for income taxes has been
made.


9
<PAGE>   27
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996


In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year, at least 98% of its net investment income (earned during the
calendar year) and 98% of its net realized capital gains, if any (earned during
the twelve months ended October 31), plus undistributed amounts from prior
years.

The tax basis of investments is equal to the cost as shown on the Statement of
Assets and Liabilities.

For both financial reporting and tax purposes, gross unrealized appreciation and
gross unrealized depreciation of securities at March 31, 1996 was $1,309,077 and
$121,868, respectively.

FUND SHARE VALUATION AND DISTRIBUTIONS TO SHAREHOLDERS -- The net asset value
per share is computed by dividing the net asset value of the Fund (total assets
less total liabilities) by the number of shares outstanding. The redemption
price per share is equal to the net asset value per share.

Distributions to shareholders are recorded on the ex-dividend date. During the
year ended March 31, 1996, the Fund made total distributions of $.22 per share,
$.185 of which was treated as dividend income and $.035 was treated as
short-term capital gain.

EXPENSES -- Common expenses incurred by the Trust are allocated to the Fund
based on the ratio of the net assets of the Fund to the combined net assets of
the Trust. In all other respects, expenses are charged to the Fund as incurred
on a specific identification basis.

ORGANIZATION EXPENSES -- Expenses of organization have been capitalized and are
being amortized on a straight-line basis over 60 months commencing upon the
public offering of the Fund's shares.

NOTE 2 -- TRANSACTIONS WITH AFFILIATES

The Trust's investments are managed, subject to the general supervision and
control of the Trust's Board of Trustees, by McDonald & Company Securities, Inc.
("McDonald"), a registered investment adviser and securities dealer, pursuant to
the terms of an Investment Advisory Agreement ("Agreement"). Under the terms of
the Agreement, the Fund pays McDonald a fee computed and accrued daily and paid
monthly based upon the Fund's daily net assets at the annual rate of .65% on the
first $100 million, .55% on the next $100 million and .45% on any amounts in
excess of $200 million. McDonald is to reimburse the Fund for the amount by
which the Fund's aggregate expenses for a fiscal year, including the advisory
fee but excluding interest, taxes and extraordinary expenses, exceed limits set
by state securities regulations.

The Agreement provides that McDonald bears the costs of salaries and related
expenses of executive officers of the Fund who are necessary for the management
and operations of the Fund. In addition, McDonald bears the costs of preparing,
printing and mailing sales literature and other advertising materials and
compensates the Trust's trustees who are affiliated with McDonald. All expenses
not specifically assumed by McDonald are borne by the Fund.

Under the terms of a Transfer Agency, Accounting Services and Administrative
Services Agreement, McDonald provides transfer agent, dividend disbursing,
accounting services and administrative services to the Fund. The Fund pays
McDonald a monthly fee for transfer agency and administrative services at an
annual rate of $18.25 per shareholder non-zero balance account, plus
out-of-pocket costs for statement paper, statement and reply envelopes and reply
postage. The Fund pays McDonald a monthly fee for accounting services based on
the Fund's average daily net assets at an annual rate of .03% on the first $100
million, .02% on the next $100 million and .01% on any amount in excess of $200
million, with a minimum annual fee of $40,000.


10
<PAGE>   28
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996

Under the terms of an Expense Reimbursement Agreement, McDonald has agreed to
forego fees owed to it under the Advisory Agreement or any other agreement with
the Trust and to reimburse the Fund if, and to the extent that, expenses
(excluding brokerage commissions, taxes, interest and extraordinary items) borne
by the Fund in any fiscal year exceed 2.00% of the average net assets of the
Fund. This agreement is in effect until August 1, 1996 and is subject to
termination by either party upon written notice subsequent to that date. In
addition, McDonald may, at its discretion, agree to waive fees and/or reimburse
the Fund for other expenses in order to limit the Fund's expenses to a specified
percentage of average net assets lower than 2.00%. For the year ended March 31,
1996, McDonald waived advisory fees of $42,321, transfer agency fees of $10,901,
and accounting services fees of $36,113.

In accordance with the terms of a Distribution Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, the Fund pays McDonald a service fee for
personal services to shareholders including shareholder liaison services such as
responding to shareholder inquiries and providing information to shareholders
about their Fund accounts. This fee is computed and paid at an annual rate of
 .25% of the Fund's average daily net assets. The Fund also pays McDonald a fee
for its assistance in selling shares of the Fund including advising shareholders
regarding purchase, sale and retention of Fund shares. This fee is computed and
paid at an annual rate of .25% of the Fund's average daily net assets.

The officers of the Trust are also officers of McDonald.

Each trustee of the Trust who is not affiliated with McDonald receives fees from
the Trust for services as a trustee. The amounts of such fees for each trustee
are as follows: (a) an annual fee of $5,000 payable in quarterly installments
and (b) $500 for each Board of Trustees or committee meeting attended.

NOTE 3 -- SUMMARY OF PURCHASES AND SALES OF INVESTMENTS

For the period ended March 31, 1996, the cost of purchases and proceeds from the
sale of securities, excluding short-term securities, amounted to $9,848,164 and
$180,804, respectively.


11
<PAGE>   29
                                     ARTHUR
                                    ANDERSEN

                            ARTHUR ANDERSEN & CO, SC


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of the
Gradison-McDonald Growth & Income Fund
of the Gradison Growth Trust:

We have audited the accompanying statement of assets and liabilities of the
Gradison-McDonald Growth & Income Fund of the Gradison Growth Trust (an Ohio
business trust), including the portfolio of investments, as of March 31, 1996,
and the related statement of operations for the year then ended, and the
statements of changes in net assets and the financial highlights for the periods
indicated thereon. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1996, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Gradison-McDonald Growth & Income Fund of the Gradison Growth Trust as of March
31, 1996, the results of its operations for the year then ended, and the changes
in its net assets and the financial highlights for the periods indicated
thereon, in conformity with generally accepted accounting principles.




Cincinnati, Ohio,
May 30, 1996


12
<PAGE>   30
GRADISON-MCDONALD FAMILY OF FUNDS

Increasingly, MUTUAL FUNDS are the preferred vehicle for starting and building
an investment program. And today, GRADISON-MCDONALD is a preferred name in
mutual funds for a GROWING number of investors. Gradison-McDonald offers a full
line of mutual fund products.

GOVERNMENT INCOME FUND

An income fund which invests in intermediate to long-term U.S. Government
securities.

INTERMEDIATE MUNICIPAL INCOME FUND

An income fund which seeks to provide income exempt from regular Federal income
tax through investment in a municipal bond portfolio with a three to ten year
average maturity.*

OHIO TAX-FREE INCOME FUND

An income fund which seeks to provide income exempt from regular Federal income
tax and Ohio state personal income tax.*

ESTABLISHED VALUE FUND

A common stock fund that seeks long-term capital growth by investing in
companies that are included in the Standard & Poor's 500 Index and other large
companies.

OPPORTUNITY VALUE FUND

A common stock fund that seeks long-term capital growth by investing in
companies that are generally smaller in size than those included in the Standard
& Poor's 500 Index.

INTERNATIONAL FUND

A common stock fund that seeks capital growth by investing in common stocks of
non-United States companies.

MONEY MARKET FUNDS

Gradison-McDonald offers a full range of taxable and tax-free money market
funds.

Prospectuses are available upon request by calling (800) 869-5999 and should be
read carefully before you invest. AN INVESTMENT IN THE MONEY MARKET FUNDS IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO
ASSURANCE THAT THEY WILL BE ABLE TO MAINTAIN A STABLE $1.00 SHARE PRICE. The
return and principal value of an investment in other funds will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than the
original cost. The returns of all funds will fluctuate.

*Investment income may be subject to the federal alternative minimum tax.
Capital gains, if any, are taxable. Investment income of the Intermediate
Municipal Income Fund may be subject to state and local taxes.


13
<PAGE>   31
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14
<PAGE>   32
                       This page intentionally left blank.


15




<PAGE>   33
                                GRADISON-McDONALD


This material is intended for distribution to shareholders of the
Gradison-McDonald International Fund. It may be distributed to other persons
only if it is preceded or accompanied by a current prospectus of the
Gradison-McDonald International Fund. McDonald & Company Securities,
Inc.-Distributor



                                  INTERNATIONAL
                                      FUND


                                GRADISON-McDONALD



                                  ANNUAL REPORT
                                 MARCH 31, 1996



                          A COMMON STOCK FUND INVESTING
                         IN NON-UNITED STATES COMPANIES
<PAGE>   34
                                GRADISON-MCDONALD
                               INTERNATIONAL FUND

LETTER TO SHAREHOLDERS
                                                                    May 16, 1996

Dear Shareholder:

On May 31, 1995 we commenced operations in the Gradison-McDonald International
Fund. We began purchases of international securities on September 14th. You will
recall that we chose Blairlogie Capital Management of Edinburgh, Scotland to be
our subadviser on this Fund. Blairlogie specializes in managing international
stock portfolios and offers a strategy which includes investments in both
developed and emerging stock markets, called the hybrid strategy.

Since our last letter (November 1, 1995) several important events regarding the
Fund have occurred. The Fund is now listed on NASDAQ under the symbol INTFX and
appears daily in most major newspapers under the heading Gradison-McDonald.
Since the end of the fiscal year, the Fund has continued to attract new
shareholders and now stands at almost $17 million in assets.

PORTFOLIO - Your Fund invests approximately 70% of its assets in companies in
developed foreign countries and approximately 30% in companies based in emerging
market countries. Blairlogie believes this allocation offers the most favorable
risk/reward ratio to the Fund's investors. As of March 31st, the top five
countries represented 49.7% of the Fund's net assets as listed below:

<TABLE>
<CAPTION>
                                                                             PERCENT OF
      COUNTRY                                                                NET ASSETS
      <S>                                                                    <C>  
      Japan                                                                     26.4%
      Great Britain                                                              8.2%
      France                                                                     5.6%
      Germany                                                                    5.3%
      Brazil                                                                     4.2%
</TABLE>

The remaining 50.3% of the portfolio was diversified over an additional eight
established and seventeen emerging markets. The entire portfolio breakdown by
country is shown in the enclosed financial statements.

INVESTMENT PERFORMANCE - Ten months is much too short a history to provide truly
meaningful performance data. Nonetheless, your Fund's non-annualized performance
for the ten months from inception to the end of the fiscal year on March 31st
was +5.7%, while the hybrid index for the comparable period was +8.2%. We
believe that the Fund's lower return during this period can largely be
attributed to it being in its start-up phase. Recent performance has been very
encouraging with the Fund outperforming the index for the first quarter of 1996
with a return of 4.2% versus 3.9% for the hybrid index. The first four months of
1996 has been even stronger with a return of +8.23% compared to the index's
+7.33%.

                                                     1-800-869-5999 [Phone Logo]
<PAGE>   35
LETTER TO SHAREHOLDERS (CONTINUED)

REVIEW AND OUTLOOK - Our recent performance is attributable to good stock
selection in the developed markets of Japan, France and Germany. We also had
positive results in the emerging markets of Turkey and Poland.

Looking toward the remainder of 1996, we would characterize our outlook for the
developed markets as solid. Economic growth in these markets is subdued but
stock valuations appear reasonable, particularly when compared to alternative
investments in bonds or cash. We think the emerging markets offer better profit
opportunities, albeit with greater volatility. Economic growth, in general, is
running at twice the rate of the developed markets, corporate profitability is
strong, and valuations are reasonable.

Our long-term outlook for international investing is quite positive based on a
combination of above-average economic growth, strong demographic trends and a
growing acceptance of free market economics. As such, we believe that most
investors with a long-term perspective will benefit from their portfolio having
an international component.

We appreciate your participation in the Gradison-McDonald International Fund. We
will do our best to serve your investing needs.

Sincerely,

Gradison Growth Trust
Gradison-McDonald International Fund



Bradley E. Turner
President

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT             MAY 31, 1995 TO
                                                                MARCH 31, 1996

<TABLE>
<CAPTION>
                  TOTAL RETURN
          PERIOD ENDED MARCH 31, 1996
                               NOT ANNUALIZED
                                YEAR-TO-DATE
 <S>                           <C>           
 International Fund                5.76%      
 MSCI EAFE Index                   9.84
 Hybrid Index                      8.22
</TABLE>

                                                
                                                
                                                
<TABLE>
<CAPTION>
                 
                                  Morgan Stanley 
                                     Capital        
              Gradison-McDonald    International  
Measurement     International          EAFE       Hybrid
 Period              Fund             Index       Index
- -------------------------------------------------------
 <S>              <C>             <C>        <C>
 5-31-95            10,000           10,000     10,000                
 6-30-95            10,026            9,827      9,888                
 7-31-95            10,073           10,441     10,385                
 8-31-95            10,120           10,045     10,035                
 9-30-95             9,986           10,244     10,161                
10-31-95             9,646            9,972      9,874                
11-31-95             9,820           10,252     10,001                
12-31-95            10,148           10,667     10,416                
 1-31-96            10,489           10,714     10,659                
 2-29-96            10,409           10,753     10,636                
 3-31-96            10,569           10,984     10,821                

</TABLE>

Since the Fund's inception, its investment adviser has been waiving receipt of
certain fees otherwise due to be paid by the Fund and paying certain Fund
expenses. Without consideration of such waiver and reimbursement, the Fund's
non-annualized performance for the period from its inception would have been
4.8%. Waiver and reimbursement arrangements may be terminated which would lower
future performance. Performance figures are historical. The investment return
and principal value of an investment in the Fund will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. Past performance is not predictive of future performance. The hybrid index
is composed of investing 70% in the developed markets represented in the Morgan
Stanley Capital International ("MSCI") EAFE Index, and 30% in the emerging
markets of the MSCI Emerging Markets Free Index.



2
<PAGE>   36
FINANCIAL HIGHLIGHTS     (For a share outstanding throughout the period)


<TABLE>
<CAPTION>
                                                                         MAY 31, 1995* THROUGH
                                                                             MARCH 31, 1996
<S>                                                                      <C>
Net asset value at beginning of period                                         $15.000
                                                                               -------
INCOME FROM INVESTMENT OPERATIONS:

    Net investment income                                                        0.065

    Net realized and unrealized
      gain on investments                                                        0.799
                                                                               -------

Total income from investment operations                                          0.864
                                                                               -------

Dividends to shareholders from net investment income                            (0.042)
                                                                               -------

Net asset value at end of period                                               $15.822
                                                                               =======

Total return (1)                                                                  5.76%
                                                                               =======

RATIOS/SUPPLEMENTAL DATA:

Net assets at end of period (in millions)                                      $  15.3

RATIOS NET OF EXPENSES WAIVED AND REIMBURSED BY THE ADVISER (2) (3):
   Ratio of expenses to average net assets                                        1.75%
   Ratio of net investment income to average net assets                           0.70%

RATIOS ASSUMING NO ADVISER WAIVER OR REIMBURSEMENT OF EXPENSES (2) (3):
   Ratio of expenses to average net assets                                        3.73%
   Ratio of net investment loss to average net assets                            (1.28%)

Portfolio turnover rate                                                          71.78%

<FN>

(1) Total return represents the actual return over the period and has not been
    annualized.

(2) The adviser absorbed expenses of the Fund through waiver of fees and
    reimbursement of certain expenses (Note 2).

(3) Annualized.

* Date of public offering
</TABLE>



                 See accompanying notes to financial statements.


3
<PAGE>   37
PORTFOLIO OF INVESTMENTS         MARCH 31, 1996

PREFERRED STOCKS - 3.20%

<TABLE>
<CAPTION>
   NUMBER                                                               VALUE
  OF SHARES
<S>                   <C>                                              <C>
 BRAZIL- 3.20%

        25,500        Aracruz Celulose                                 $40,792
     6,130,000        Banco Bradesco SA                                 64,237
        51,000        Brasmotor SA                                      13,167
     1,310,000        Cia Energetica Minas Gerais                       36,739
       426,870        Companhia Vale Do Rio Doce                        66,990
       238,000        Elerobras Centrais Eletricas                      65,061
     1,100,000        Paranapanema                                      14,256
       364,000        Petroleo Brasileiro SA (Petrobras)                43,488
         5,800        Souza Cruz SA                                     43,631
    31,300,000        Usiminas Siderugicas Minas Gerais                 34,542
                                                                      --------
TOTAL PREFERRED STOCKS
 (COST = $432,244)                                                    $422,903
                                                                      ========

</TABLE>

COMMON STOCKS - 96.80%

<TABLE>
<CAPTION>
   NUMBER                                                               VALUE
  OF SHARES
<S>                   <C>                                              <C>
ARGENTINA - 0.97%

         1,482        Banco Frances del Rio de la Plata                $13,416
           200        Buenos Aires
                        Embotelladora SA ADR                             3,325
         2,260        Compania Naviera Perez
                        Compac SA ADR                                   25,727
         6,500        Dalmine Siderca SA                                 6,502
           246        IRSA(Inversiones y
                        Representaciones SA) 144A ADR                    6,920
           720        Molinos Rio de la Plata                            6,770
           750        Telefonica de Argentina ADR                       19,219
         2,300        YPF Sociedad Anonima ADR                          46,288
                                                                       -------
                                                                       128,167
                                                                       -------

AUSTRALIA - 1.52%

         2,600        Amcor Ltd.                                        16,921
         7,400        Boral Ltd.                                        19,391
         3,100        Broken Hill Proprietary Co. Ltd.                  44,181
         4,000        Comalco Ltd.                                      22,872
         6,800        David Jones Ltd.                                  10,532
         3,800        News Corp Ltd.                                    22,264
         3,500        Southcorp Holdings                                 9,144
         3,800        Western Mining Corp. Holding                      25,147
         6,400        Westpac Banking Corp.                             30,137
                                                                       -------
                                                                       200,589
                                                                       -------

BRAZIL - 1.62%

     1,430,000        Lojas Americanas SA                              $34,458
       578,000     (1)Paulista de Forca e Luz                           35,113
         2,900        Telebras SA ADR                                  144,275
                                                                       -------
                                                                       213,846
                                                                       -------

CHILE - 2.59%

         2,500        Banco Osorno La Union ADR                         39,062
           800        Cia Cervercerias Unidas ADR                       17,000
         1,030        Compania de Telefonos de
                       Chile ADR                                        87,293
         2,600        Empresa Nacional de
                       Electridad SA ADS                                50,050
         3,200        Enersis SA ADR                                    90,400
           900        Madeco SA ADR                                     22,500
         1,000        Maderas y Sinteticos ADR                          17,750
           340        Quimica y Minera Chile SA ADR                     17,765
                                                                       -------
                                                                       341,820
                                                                       -------

COLUMBIA - 1.12%

         5,600        Banco Ind Columbiano ADS                         103,600
         2,850        Cementos Diamante 144A ADR                        44,175
                                                                       -------
                                                                       147,775
                                                                       -------

FINLAND - 0.70%

         1,779        Finnair Oy                                        14,473
           420        Nokia (AB) Oy                                     14,502
           500     (1)Rauma Oy                                           8,848
           650        Repola Oy                                         12,905
           550        Valmet Oy                                         12,640
         1,600     (1)Werner Soderstrom                                 29,176
                                                                       -------
                                                                        92,544
                                                                       -------

</TABLE>

                 See accompanying notes to financial statements.


4
<PAGE>   38
PORTFOLIO OF INVESTMENTS         MARCH 31, 1996

COMMON STOCKS (CONTINUED)

<TABLE>
<CAPTION>
   NUMBER                                                               VALUE
  OF SHARES
<S>           <C>                                                    <C>
FRANCE - 6.49%                

        648   Alcatel Alst                                           $    60,089
      1,266   AXA                                                         77,820
         99   Carrefour                                                   72,514
      1,620   Cie de Suez                                                 62,901
        707   Club Mediterranee                                           68,804
        490   Credit Local De France                                      38,382
        628   Eaux (Compagnie Generale)                                   64,234
        380   Peugeot  SA                                                 57,962
        312   Roussel-Uclaf                                               68,162
        102   Salomon SA                                                  65,636
      1,750   Schneider SA                                                77,507
      1,129   Total SA                                                    76,238
      4,050   Usinor Sacilor                                              66,239
                                                                       ---------
                                                                         856,488
                                                                       ---------

GERMANY - 6.16%                 

        550   Adidas AG                                                   40,233
         29   Allianz AG Holding                                          53,880
        271   Bayer AG                                                    92,311
         80   Daimler Benz AG                                             43,511
      1,270   Deutsche Bank                                               63,939
         88   Karstadt AG                                                 33,230
        160   M.A.N. AG                                                   44,107
        287   Mannesmann AG                                              104,584
      1,150   Merck AG                                                    49,813
          8   Muenchener Rueckversicherungs-
               Gesellschaft                                               16,662
        162   Siemens AG                                                  89,154
      2,377   Veba AG                                                    115,519
        188   Volkswagen AG                                               65,898
                                                                       ---------
                                                                         812,841
                                                                       ---------

HONG KONG - 2.24%                   

      6,000   Cheung Kong (Holdings)                                      42,286
      4,000   Citic Pacific                                               15,518
      4,200   Hang Seng Bank                                              42,907
     16,400   Hong Kong
               Telecommunications                                         32,766
      7,000   Hutchison Whampoa Ltd.                                      44,174
      8,000   Sun Hung Kai Properties Ltd.                                71,640
      4,000   Swire Pacific Ltd.                                          35,174
      3,000   Television Bra                                              11,037
                                                                       ---------
                                                                         295,502
                                                                       ---------

INDIA - 3.21%

      1,250   Bajaj Auto Ltd. GDR                                      $  38,906
        100   Century Textile & Industries GDR                            18,000
      1,800   East India Hotels GDR                                       39,150
      2,300   Grasim Industries GDS                                       40,020
      1,450   Hindalco Industries GDR                                     53,650
      4,300   Indian Aluminum GDR                                         31,476
      2,800   Indian Rayon & Industries GDR                               42,700
      2,000   Larsen & Toubro Ltd. GDS                                    31,500
        900   Raymond Ltd. GDR                                            18,113
      2,750   Reliance Industries Ltd. GDS                                39,875
      4,500   Tata Engineering & Locomotive
               Co. Ltd. GDR                                               70,875
                                                                       ---------
                                                                         424,265
                                                                       ---------
                   
INDONESIA - 0.00%

        475   Indah Kiat Paper & Pulp Corp.                                  371
                                                                       ---------

         14   Africa Israel Investments Ltd.                              14,174
     10,500   Bk Hapoalim Ltd.                                            15,140
      3,600   Blue Square Chain Stores                                    25,965
        350   Koor Industries Ltd.                                        33,273
      4,000   Osem Investments Ltd.                                       24,108
      6,800   Tadiran Ltd.                                                24,947
      1,500   Tadiran Ltd., New GDR                                       22,500
         60   Teva Pharmaceutical Industries 
               Ltd.                                                       23,003
                                                                       ---------
                                                                         183,110
                                                                       ---------

ITALY - 3.03%               

      2,000   Benetton Group SpA                                          22,868
     66,325   Credito Italiano SpA                                        70,978
      6,000   Edison SpA                                                  30,156
     11,100   Eni SpA                                                     40,268
     42,000   Parmalat Finanziaria SpA                                    38,579
      4,400   Riunione Adratica di Sicurta SpA                            42,883
     10,390   Sasib SpA                                                   20,649
     21,000   STET-SocietaFinanziaria Telefonica                          58,257
     25,000   Telecom Italia SpA                                          39,574
      5,710   Unicem (Union Cem March Emil)                               36,009
                                                                       ---------
                                                                         400,221
                                                                       ---------
</TABLE>

                 See accompanying notes to financial statements.

5
<PAGE>   39
PORTFOLIO OF INVESTMENTS         MARCH 31, 1996            
COMMON STOCKS (CONTINUED)
<TABLE>
<CAPTION>
   NUMBER                                                            VALUE
  OF SHARES
<S>            <C>                                                   <C>
JAPAN - 30.58%

     15,000    Daiwa Securities Co. Ltd.                              $  228,925
     19,000    Fujisawa Pharmaceutical Co.                               183,234
     13,000    Hitachi Ltd.                                              126,588
     34,000    Marubeni Corp.                                            190,687
     16,000    Matsushita Electric Works                                 172,279
     43,000    Mitsubishi Chemical Corp.                                 227,474
     85,000 (1)Mitsui Engineering & Shipbuilding                         252,286
     19,000    Mitsui Fudosan Co. Ltd.                                   247,277
     53,000 (1)Mitsui O.S.K. Lines Ltd.                                  179,638
     39,000    Nippon Oil Co.                                            249,402
         32    Nippon Telephone & Telegraph Corp.                        234,300
     65,000 (1)NKK Corp.                                                 188,056
     18,000    Obayashi Corp.                                            154,714
      1,500    Sony Corp.                                                 89,744
     12,000    Sumitomo Bank                                             242,689
     20,000    Sumitomo Metal Mining                                     192,878
     14,000    Sumitomo Trust & Banking                                  192,691
      6,900    Tokyo Electric                                            177,017
      8,000    Tokyo Steel Manufacturing                                 145,314
     29,000    Tokyu Corp.                                               221,295
     36,000    UBE Industries                                            139,546
                                                                      ----------
                                                                       4,036,034
                                                                      ----------

MALAYSIA - 3.71%                  

      8,000    Edaran Otomobil Nasional                                   71,820
      7,000    Land & General Berhad                                      18,548
     14,000    Malayan Banking Berhad                                    130,669
     22,000    Metacorp Berhad                                            67,431
     12,000    R J Reynolds Berhad                                        33,221
     31,000    Road Builder                                              118,923
      8,000    Sungei Way Holdings Berhad                                 34,803
      2,000    United Engineers Berhad                                    13,842
                                                                      ----------
                                                                         489,257
                                                                      ----------

MEXICO - 4.24%

      8,300    Apasco SA de CV                                        $   42,378
     34,000 (1)Cifra SA de CV                                             45,270
     37,000 (1)Controladora Comercial
                Mexicana SA de CV                                         30,815
      4,200 (1)Desc SA de CV                                              19,049
      2,920    Empresas ICA Sociedad
                Controladora SA                                           38,259
     10,000 (1)Fomento Economico Mexicano
                SA de CV                                                  28,778
     13,800 (1)Grupo Financiero Banamex
                Accival SA de CV                                          26,354
      7,600 (1)Grupo Mexico SA                                            27,213
     10,700    Grupo Modelo SA de CV                                      49,665
      1,100 (1)Grupo Televisa ADR                                         27,363
      5,500    Industrias Penoles SA                                      23,486
      1,800    Kimberly-Clark de Mexico SA                                34,303
      4,720    Telefonos de Mexico ADR                                   155,170
      1,400 (1)Tubos de Acero de Mexico SA                                11,047
                                                                      ----------
                                                                         559,150
                                                                      ----------

NETHERLANDS - 1.98%                    

        726    ABN-AMRO Holdings NV                                       36,113
        613    Ahold (Koninklijke) NV                                     29,564
      1,320    Elsevier NV                                                20,209
        255    Fortis Amev NV                                             17,977
        790    K.L.M. Royal Dutch Air Lines NV                            27,488
        518    Koninklijke PTT Nederlands                                 20,375
        685    Philips Electronics NV                                     24,912
        312    Polygram NV                                                18,880
        320    Royal Dutch Petroleum Co.                                  45,312
      1,220    VNU (Verenigde Nederlandse
                Uitgevbedri Verigd Bezit)                                 20,302
                                                                      ----------
                                                                         261,132
                                                                      ----------

NORWAY - 0.76%                

        550    Aker AS                                                    10,163
      3,950    Christiana Bank Og Kreditkasse                              9,177
      3,272    Den Norske Bank AS                                         10,153
        380    Hafslund Nycomed Class B                                   10,370
        475    Leif Hoegh & Co. AS                                         6,814
        470    Norsk Hydro AS                                             20,484
        350    Norske Skogindustrier AS                                   10,642
        326    Orkla AS                                                   14,259
        310    Sparebanken NOR                                             8,484
                                                                      ----------
                                                                         100,546
                                                                      ----------

</TABLE>

                 See accompanying notes to financial statements.

6
<PAGE>   40
PORTFOLIO OF INVESTMENTS         MARCH 31, 1996            

COMMON STOCKS (CONTINUED)
<TABLE>
<CAPTION>
   NUMBER                                                                VALUE
  OF SHARES
<S>            <C>                                                     <C>
PERU - 0.83%              

      7,000    Cerveceria Backus & Johnston SA                         $   8,774
     32,400    Compania Peruana Telefonica
                B Shares                                                  64,704
      1,414    Co de Minas Buenaventura SA                                10,382
        943    Credicorp Ltd. ADR                                         16,974
        600    Minsur SA                                                   4,716
      1,000    Southern Peru Copper Corp.                                  3,824
                                                                       ---------
                                                                         109,374
                                                                       ---------

PHILLIPPINES - 1.44%                      

     18,600    Ayala Corp.                                                26,997
      1,800    Metropolitan Bank  & Trust Co.                             44,690
     45,600    Petron Corp.                                               19,595
        800    Phillipine Long Distance
                Telephone Co. ADR                                         42,600
      9,700    San Miguel Corp. Class B                                   32,605
     80,000    SM Prime Holdings                                          23,835
                                                                       ---------
                                                                         190,322
                                                                       ---------

POLAND - 1.00%                

      1,570    Bank Gdanski GDR                                           16,799
      1,560    Bank Rozwoju Eksportu SA                                   33,217
      1,055    Debica S.A.                                                25,731
      6,310    Elektrim Spolka Akcyjna S.A.                               37,376
      3,740    Polifarb-Cieszyn   S.A.                                    19,547
                                                                       ---------
                                                                         132,670
                                                                       ---------

PORTUGAL - 1.02%                   

      1,330    Banco Comercial Portugues                                  18,262
        960    Cimentos de Portugal SA                                    18,083
      1,000 (1)Investec Consultadoria Internacional                       23,595
        310    Jeronimo Martins & Filho                                   23,001
      1,430    Portugal Telecom SA                                        32,287
        790    Sonae Investimentos Sociedade
                Gestora de Participacoes Sociais SA                       18,893
                                                                       ---------
                                                                         134,121
                                                                       ---------

SINGAPORE - 2.09%

     28,000    Comfort Group Ltd.                                         25,861
      2,000    Cycle & Carriage Ltd.                                      23,019
      8,000    DBS Land Ltd.                                              30,692
      6,000    Hong Leong Finance Ltd.                                    26,003
      3,000    Keppel Corp. Ltd.                                          27,282
      4,000    Oversea-Chinese Banking
                Corp. Ltd.                                                55,842
      8,000    Overseas Union Bank Ltd.                                   56,837
      9,000    Straits Steamship Land Ltd.                                30,308
                                                                       ---------
                                                                         275,844
                                                                       ---------

SOUTH AFRICA - 0.9%                      

      3,370    Amalgamated Banks of South Africa                          17,789
        145    Anglo American Gold
                Investment Co. Ltd.                                       14,944
      1,470    Barlow Ltd.                                                18,845
        640    De Beers Centenary AG                                      20,592
        440    Liberty Life Assoc. of Africa Ltd.                         13,825
      6,100    Norwich Holdings Ltd.                                      11,040
      3,050    Smith (C.G.) Ltd.                                          19,550
        355    South African Breweries Ltd.                               11,244

                                                                       ---------
                                                                         127,829
                                                                       ---------

SOUTH KOREA - 1.47%                      

      8,800    Korea Fund, Inc.
                (closed-end mutual fund)                                 185,900
        320    Pohang Iron & Steel Co. Ltd. ADR                            7,760
                                                                       ---------
                                                                         193,660
                                                                       ---------

SPAIN - 2.32%                

      2,250    Aumar (Autopistas del Mare
                Nostrum SA)                                               27,011
        885    Banco Santander SA                                         42,141
        262    Banco Popular Espanol SA                                   45,259
      5,555    Iberdrola SA                                               51,246
        756    Empresa Nacional de Electridad SA                          43,308
      1,445    Repsol SA                                                  54,486
      2,670    Telefonica De Espana                                       42,379
                                                                       ---------
                                                                         305,830
                                                                       ---------
</TABLE>

                 See accompanying notes to financial statements.

7
<PAGE>   41
PORTFOLIO OF INVESTMENTS         MARCH 31, 1996            

COMMON STOCKS (CONTINUED)

<TABLE>
<CAPTION>
   NUMBER                                                               VALUE
  OF SHARES
<S>           <C>                                                    <C>

THAILAND - 1.92%

      1,900   Advanced Info Service                                  $    35,695
      5,500   Bangkok Bank Public Co. Ltd.                                74,117
      1,000   Industrial Finance Corp. of Thailand                         3,646
      8,100   Industrial Finance Corp.  
               of Thailand (Alien Mkt.)                                   29,215
      5,200   Krung Thai Bank Public Co. Ltd.                             24,526
        600   Land & House Co. Ltd.                                        9,893
      3,000   Phatra Thanakit Co. Ltd.                                    27,586
      2,300   Property Perfect Public Co. Ltd.                            10,757
      3,300   Thai Farmers Bank Public Co. Ltd.                           38,716
                                                                     -----------
                                                                         254,151
                                                                     -----------

TURKEY - 1.79%                

    112,800   Adana Cimento Sanayii                                       20,529
    185,900   Akal Tekstil Sanayii                                        23,944
    228,000   Arcelik AS                                                  30,005
     50,000   Bagfas Bandirma Gubre AS                                    17,150
     60,000   Brisa Bridgestone Sabanci                                   21,420
    532,000   Demirbank                                                   20,482
    220,000   Eregli Demir Co                                             25,564
     31,200   Migros Turk TAS                                             33,197
     62,000   Netas Telekomunik AS                                        19,096
    126,000   Turk Sise AS                                                25,137
                                                                     -----------
                                                                         236,524
                                                                     -----------

UNITED KINGDOM - 9.55%

      8,940   Abbey National PLC                                      $   76,832
      9,975   BAA PLC                                                     81,768
      6,500   Barclays PLC                                                72,333
      7,700   Boots Co. PLC                                               70,524
     19,900   British Telecommunications PLC                             112,305
      6,900   Commercial Union PLC                                        60,037
      6,900   Granada Group PLC                                           79,207
     14,859   Lloyds TSB Group PLC                                        71,222
     23,450   Pilkington PLC                                              75,172
      6,000   Scottish & Newcastle PLC                                    58,526
      4,300   Shell Transportation &
               Trading PLC                                                56,910
     18,140   Tesco PLC                                                   73,934
     18,300   Tomkins PLC                                                 70,955
     10,630   Wolseley PLC                                                71,398
     11,040   Zeneca Group PLC                                           228,858
                                                                     -----------
                                                                       1,259,981
                                                                     -----------
                   
VENEZUELA - 0.09%

      3,000     Mavesa SA 144A ADR                                        11,430
                                                                     -----------

TOTAL COMMON STOCKS                    
 (COST = $12,205,028)                                                $12,775,394
                                                                     ===========
                    
TOTAL INVESTMENTS,
 AT VALUE (NOTE 1)
 (COST = $12,637,272) - 100.00%                                      $13,198,297
                                                                     ===========
<FN>


(1) Non-income producing.
</TABLE>

The following abbreviations are used in this portfolio.

ADR - American Depository Receipts 

ADS - American Depository Shares 

GDR - Global Depository Receipts 

GDS - Global Depository Shares.

144A - These securities are exempt from registration under rule 144A of the
Securities Act of 1933. Such securities may be resold, normally to qualified
institutional buyers, in transactions exempt from registration. See Note 1 of
the Notes to Financial Statements for valuation policy. Rule 144A securities
amounted to $62,525 as of March 31, 1996.



                See accompanying notes to financial statements.

8
<PAGE>   42
STATEMENTS OF ASSETS AND LIABILITIES

                                                  

<TABLE>
<CAPTION>
                                                                                                   MARCH 31, 1996
<S>                                                                                                <C>
ASSETS
   Investments in securities, at value (Note 1) (Cost $12,637,272)                                   $13,198,297
   Cash                                                                                                1,697,685
   Foreign currency, at value (Note 1) (Cost $514,535)                                                   510,866
   Receivable for Fund shares sold                                                                        74,906
   Dividends and interest receivable                                                                      43,793
   Receivable from adviser (Note 2)                                                                       24,245
   Receivable for securities sold                                                                         23,815
   Organization expenses, net (Note 1)                                                                    19,918
   Forward foreign currency contracts (Note 1)                                                            13,037
   Futures variation margin receivable (Note 1)                                                           11,616
   Other assets                                                                                            6,184
                                                                                                     -----------
      TOTAL ASSETS                                                                                    15,624,362
                                                                                                     -----------

LIABILITIES
   Payable for securities purchased                                                                      253,086
   Accrued custodian fees                                                                                 51,572
   Accrued investment advisory fee (Note 2)                                                                9,532
   Other accrued expenses and liabilities                                                                  5,076
                                                                                                     -----------
      TOTAL LIABILITIES                                                                                  319,266
                                                                                                     -----------

NET ASSETS                                                                                           $15,305,096
                                                                                                     ===========

Net assets consist of:
   Aggregate paid-in capital                                                                         $14,719,979 
   Accumulated undistributed net investment income                                                        21,788 
   Accumulated net realized loss from investments and foreign currency transactions                      (27,769) 
   Net unrealized appreciation of investments                                                            561,025 
   Net unrealized appreciation on translation of assets and liabilities in foreign currencies             30,073
                                                                                                     -----------
Net Assets                                                                                           $15,305,096
                                                                                                     ===========

Shares of capital stock outstanding
   (no par value - unlimited number of shares authorized)                                                967,360
                                                                                                     ===========

Net asset value and redemption price per share (Note 1)                                              $     15.82
                                                                                                     ===========
</TABLE>


                See accompanying notes to financial statements.


9
<PAGE>   43
STATEMENT OF OPERATIONS
                                      

<TABLE>
<CAPTION>
                                                                                        FOR THE PERIOD MAY 31, 1995*
                                                                                              TO MARCH 31, 1996
<S>                                                                                     <C>                 <C>
INVESTMENT INCOME:
   Interest                                                                             $  99,385
   Dividends, net of foreign withholding taxes of $9,804                                   83,254
                                                                                        ---------
      Total investment income                                                                               $182,639

EXPENSES:
   Investment advisory fees (Note 2)                                                       74,223
   Custodian fees                                                                          55,070
   Accounting services fees (Note 2)                                                       50,000
   Distribution (Note 2)                                                                   37,112
   Registration fees                                                                       22,695
   Professional fees                                                                       13,780
   Transfer agency fees (Note 2)                                                           11,601
   Trustees' fees (Note 2)                                                                  5,250
   Amortization of organization expenses (Note 1)                                           3,984
   Other                                                                                    4,192
                                                                                        ---------
      TOTAL EXPENSES                                                                      277,907
      LESS FEES WAIVED AND EXPENSES REIMBURSED BY THE ADVISER (NOTE 2)                   (147,343)
                                                                                        ---------
      NET EXPENSES                                                                                           130,564
                                                                                                            --------
NET INVESTMENT INCOME                                                                                         52,075

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
   Net realized gain on investments                                                        60,985
   Net realized loss on foreign currency transactions                                     (88,754)
   Net increase in unrealized appreciation of investments                                 561,025
   Net increase in unrealized appreciation on translation of
      assets and liabilities in foreign currencies                                         30,073
                                                                                        ---------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY                                  563,329
                                                                                                            --------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                        $615,404
                                                                                                            ========
<FN>


*Date of public offering.
</TABLE>



                 See accompanying notes to financial statements.

10
<PAGE>   44
STATEMENT OF CHANGES IN NET ASSETS
                                                 

<TABLE>
<CAPTION>
                                                                                                    FOR THE PERIOD
                                                                                                    MAY 31,1995* TO
                                                                                                    MARCH 31, 1996
<S>                                                                                                  <C>
FROM OPERATIONS:
   Net investment income                                                                                $    52,075
   Net realized gain on investments                                                                          60,985
   Net realized loss on foreign currency transactions                                                       (88,754)
   Net increase in unrealized appreciation of investments                                                   561,025
   Net increase in unrealized appreciation on translation of assets
      and liabilities in foreign currencies                                                                  30,073
                                                                                                        -----------
      Net increase in net assets resulting from operations                                                  615,404
                                                                                                        -----------

FROM DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME                                               (30,287)
                                                                                                        -----------

FROM FUND SHARE TRANSACTIONS:
   Proceeds from shares sold                                                                             17,657,397
   Net asset value of shares issued in reinvestment of distributions                                         30,169
   Payments for shares redeemed                                                                          (2,967,587)
                                                                                                        -----------
      Net increase in net assets from Fund share transactions                                            14,719,979
                                                                                                        -----------
TOTAL INCREASE IN NET ASSETS                                                                             15,305,096

NET ASSETS:
      Beginning of period                                                                                    --
                                                                                                        -----------
      End of period (including undistributed net investment income of $21,788) (Note 1)                 $15,305,096
                                                                                                        ===========

NUMBER OF FUND SHARES:
   Sold                                                                                                   1,162,052
   Issued in reinvestment of distributions to shareholders                                                    1,987
   Redeemed                                                                                                (196,679)
                                                                                                        -----------
      Net increase in shares outstanding                                                                    967,360
   Outstanding at beginning of period                                                                        --
                                                                                                        -----------
   Outstanding at end of period                                                                             967,360
                                                                                                        ===========
<FN>

*Date of public offering.
</TABLE>



                 See accompanying notes to financial statements.

11
<PAGE>   45
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996            

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

Gradison Growth Trust (the "Trust") is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company. The Trust
was created under Ohio law on May 31, 1983; it commenced investment operations
and the public offering of its shares on August 16, 1983. The Trust consists of
four diversified series, the Gradison-McDonald International Fund, the
Gradison-McDonald Established Value Fund, the Gradison-McDonald Opportunity
Value Fund and the Gradison-McDonald Growth & Income Fund (collectively, the
"Funds"); each of which in effect represents a separate fund with its own
investment policies. This Annual Report to Shareholders pertains only to the
Gradison-McDonald International Fund (the "Fund"), the public offering of shares
of which commenced on May 31, 1995. The Fund's investment objective is to seek
long-term growth of capital.

The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles. The preparation of
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of income and expenses for the
period. Actual results could differ from those estimates.

SECURITIES VALUATION -- Listed equity securities are valued at the last sale
price reported on national securities exchanges, or if there were no sales that
day, the security is valued at the closing bid price. Unlisted securities, 144A
securities and short-term obligations (and private placement securities) are
generally valued at the prices provided by an independent pricing service.
Portfolio securities and other assets for which market quotations are not
readily available are valued at their fair value as determined by management of
the Fund and approved in good faith by the Board of Trustees. Short-term
securities with remaining maturities of sixty days or less are valued at
amortized cost, which approximates value.

FOREIGN CURRENCY TRANSLATION -- The accounting records of the Fund are
maintained in U.S. dollars. All assets and liabilities denominated in foreign
currencies ("FC") are translated into U.S. dollars based on the rate of exchange
of such currencies against U.S. dollars on the date of valuation. Purchases and
sales of securities, income and expenses are translated at the rate of exchange
quoted on the respective date that such transactions are recorded. Differences
between income and expense amounts recorded and collected or paid are adjusted
when reported by the custodian bank. The Fund does not isolate that portion of
the results of operations resulting from changes in foreign exchange rates on
investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, sales of FCs, currency gains or losses
realized between the trade and settlement dates on securities transactions, the
difference between the amounts of dividends, interest, and foreign withholding
taxes recorded on the Fund's books, and the U.S. dollar equivalent of the
amounts actually received or paid. Net unrealized foreign exchange gains and
losses arise from changes in the value of assets and liabilities, other than
investments in securities, resulting from changes in the exchange rate.

FUND SHARE VALUATION AND DISTRIBUTIONS TO SHAREHOLDERS -- The net asset value
per share is computed by dividing the net asset value of the Fund (total assets
less total liabilities) by the number of shares outstanding. The redemption
price per share is equal to the net asset value per share.

Distributions to shareholders are recorded on the ex-dividend date. During the
period ended March 31, 1996, the Fund made distributions of $0.042 per share
which is treated as dividend income.

12
<PAGE>   46
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996            

FORWARD FOREIGN CURRENCY CONTRACTS -- At March 31, 1996, the Fund had entered
into forward foreign currency contracts under which it is obligated to exchange
currencies at specified future dates. The Fund's currency transactions are
currently transaction hedges and portfolio hedges involving either specific
transactions or portfolio positions.

The contractual amounts of forward foreign exchange contracts do not necessarily
represent the amounts potentially subject to risk. The measurement of the risks
associated with these instruments is meaningful only when all related and
offsetting transactions are considered. Risks arise from the possible inability
of counterparties to meet the terms of their contracts and from movements in
currency values. The Fund had the following outstanding contracts at March 31,
1996:

PORTFOLIO HEDGES:

<TABLE>
<CAPTION>
                                                                                                  UNREALIZED
                                                            U.S. DOLLAR    SETTLEMENT     APPRECIATION (DEPRECIATION)
   BUY/SELL        AMOUNT           FOREIGN CURRENCY         PROCEEDS         DATE             AT MARCH 31, 1996
<S>             <C>             <C>                        <C>              <C>                    <C>
  Sell            4,000,000     French Franc               $   788,000      4/11/96                $(6,084)
  Buy             1,167,696     German Deutschmark             789,000      4/11/96                  2,166
  Buy               236,855     German Deutschmark             160,000      4/11/96                    480
  Sell              804,455     German Deutschmark             542,000      4/11/96                 (3,054)
  Sell           25,000,000     Japanese Yen                   237,304      4/11/96                  2,835
  Sell          160,000,000     Japanese Yen                 1,511,145      5/15/96                 14,067
  Sell           20,000,000     Spanish Peseta                 160,760      4/11/96                   (200)
  Buy               650,000     Swiss Franc                    542,000      4/11/96                  4,360
                                                                                                   -------
                                                                                                   $14,570
                                                                                                   =======
</TABLE>

TRANSACTION HEDGES:

<TABLE>
<CAPTION>
                                                                                                  UNREALIZED
                                                            U.S. DOLLAR    SETTLEMENT     APPRECIATION (DEPRECIATION)
   BUY/SELL        AMOUNT           FOREIGN CURRENCY         PROCEEDS         DATE             AT MARCH 31, 1996
<S>              <C>            <C>                         <C>            <C>                     <C>
  Buy            26,177,982     Japanese Yen                 $246,683        4/2/96                $(1,579)
  Buy                46,313     Malaysian Ringgit              18,298        4/8/96                     18
  Buy               101,780     Singapore Dollar               72,276        4/2/96                     34
  Buy               379,357     Thai Baht                      15,042        4/2/96                     (6)
                                                                                                   -------
                                                                                                   $(1,533)
                                                                                                   =======
</TABLE>

At March 31, 1996, the Fund had sufficient cash and/or securities to cover any
commitments under these contracts.




                 See accompanying notes to financial statements.

13
<PAGE>   47
NOTES TO FINANCIAL STATEMENTS   MARCH 31, 1996            

FUTURES CONTRACTS -- Initial margin deposits made upon entering into futures
contracts are recognized as assets due from the broker (the Fund's agent in
acquiring the futures position). During the period the futures contract is open,
changes in the value of the contract are recognized as unrealized gains or
losses by "marking to market" on a daily basis to reflect the market value of
the contract at the end of each day's trading.

Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the opening and
closing value of the contract.

Currencies with an aggregate market value of $504,864 have been segregated with
the custodian (an additional $171,067 in currency was segregated on settlement
date of April 2, 1996) for the following open stock index futures contracts at
March 31, 1996:

<TABLE>
<CAPTION>
                                                                      OPENING   MARKET
                                                                      MARKET     VALUE     UNREALIZED
      TYPE                                             EXPIRATION      VALUE    3/31/96   APPRECIATION
<S>             <C>                                    <C>           <C>       <C>         <C>
      Long      Nikkei 300 (Yen)                          6/96       $533,209  $552,104      $18,895
      Long      FT-SE 100 (Pound)                         6/96        139,730   141,333        1,603
</TABLE>

SECURITIES TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are
accounted for on the trade date (the date the order to buy or sell is executed),
and dividend income is recorded on the ex-dividend date. Interest income is
accrued as earned. Gains and losses on sales of investments are calculated on
the identified cost basis for financial reporting and tax purposes.

TAXES -- It is the Fund's policy to comply with the provisions of the Internal
Revenue Code available to regulated investment companies. As provided therein,
in any fiscal year in which the Fund so qualifies, and distributes at least 90%
of its taxable net income, the Fund will be relieved of federal income tax on
the income distributed. Accordingly, no provision for income taxes has been
made.

In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year, at least 98% of its net investment income (earned during the
calendar year) and 98% of its net realized capital gains, if any (earned during
the twelve months ended October 31), plus undistributed amounts from prior
years.

The tax basis of investments is equal to the cost as shown on the Statement of
Assets and Liabilities.

For both financial reporting and tax purposes, gross unrealized appreciation and
gross unrealized depreciation of securities at March 31, 1996 was $890,942 and
$329,917, respectively.

EXPENSES -- Common expenses incurred by the Trust are allocated to the Fund
based on the ratio of the net assets of the Fund to the combined net assets of
the Trust. In all other respects, expenses are charged to the Fund as incurred 
on a specific identification basis.

ORGANIZATION EXPENSES -- Expenses of organization have been capitalized and are
being amortized on a straight-line basis over 60 months commencing upon the
public offering of the Fund's shares.


14
<PAGE>   48
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996            

NOTE 2 -- TRANSACTIONS WITH AFFILIATES

The Trust's investments are managed, subject to the general supervision and
control of the Trust's Board of Trustees, by McDonald & Company Securities, Inc.
("McDonald"), a registered investment adviser and securities dealer, pursuant to
the terms of an Investment Advisory Agreement ("Agreement"). Under the terms of
the Agreement, the Fund pays McDonald a fee computed and accrued daily and paid
monthly based upon the Fund's daily net assets at the annual rate of 1.00% of
the first $100 million of the Fund's average daily net assets, .90% of the next
$150 million, .80% of the next $250 million and .75% of net assets in excess of
$500 million for acting as its investment adviser. McDonald has engaged
Blairlogie Capital Management ("Blairlogie") as Portfolio Manager for the Fund
pursuant to a Portfolio Management Agreement, and McDonald compensates
Blairlogie from its advisory fee at the rate of .80% of the first $25 million of
average daily net assets, .70% of the next $25 million, .60% of the next $50
million, .50% of the next $150 million, and .40% of assets in excess of $250
million. McDonald is to reimburse the Fund for the amount by which the Fund's
aggregate expenses for a fiscal year, including the advisory fee but excluding
interest, taxes and extraordinary expenses, exceed limits set by state
securities regulations.

The Agreement provides that McDonald bear the costs of salaries and related
expenses of executive officers of the Fund who are necessary for the management
and operations of the Fund. In addition, McDonald bears the costs of preparing,
printing and mailing sales literature and other advertising materials and
compensates the Trust's trustees who are affiliated with McDonald. All expenses
not specifically assumed by McDonald are borne by the Fund.

Under the terms of a Transfer Agency, Accounting Services and Administrative
Services Agreement, McDonald provides transfer agent, dividend disbursing,
accounting services and administrative services to the Fund. The Fund pays
McDonald a monthly fee for transfer agency and administrative services at an
annual rate of $19.25 per shareholder non-zero balance account, plus
out-of-pocket costs for statement paper, statement and reply envelopes and reply
postage. The Fund pays McDonald a monthly fee for accounting services based on
the Fund's average daily net assets at an annual rate of .045% on the first $100
million, .03% on the next $100 million and .015% on any amount in excess of $200
million, with a minimum annual fee of $60,000.

Under the terms of an Expense Reimbursement Agreement, McDonald has agreed to
forego fees owed to it under the Advisory Agreement or any other agreement with
the Trust and to reimburse the Fund if, and to the extent that, expenses
(excluding brokerage commissions, taxes, interest and extraordinary items) borne
by the Fund in any fiscal year exceed 2.00% of the average net assets of the
Fund. This agreement is in effect until August 1, 1996 and is subject to
termination by either party upon written notice subsequent to that date. In
addition, McDonald may, at its discretion, agree to waive fees and/or reimburse
the Fund for other expenses in order to limit the Fund's expenses to a specified
percentage of average net assets lower than 2.00%. For the period ended March
31, 1996, McDonald waived advisory fees of $24,385, transfer agency fees of
$11,601, accounting services fees of $50,000, and distribution expenses of
$37,112 and reimbursed the Fund $24,245 for other operating expenses.


15
<PAGE>   49
NOTES TO FINANCIAL STATEMENTS     MARCH 31, 1996            

In accordance with the terms of a Distribution Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, the Fund pays McDonald a service fee for
personal services to shareholders including shareholder liaison services such as
responding to shareholder inquiries and providing information to shareholders
about their Fund accounts. This fee is computed and paid at an annual rate of
 .25% of the Fund's average daily net assets. The Fund also pays McDonald a fee
for its assistance in selling shares of the Fund including advising shareholders
regarding purchase, sale and retention of Fund shares. This fee is computed and
paid at an annual rate of .25% of the Fund's average daily net assets.

The officers of the Trust are also officers of McDonald.

Each trustee of the Trust who is not affiliated with McDonald receives fees from
the Trust for services as a trustee. The amounts of such fees for each trustee
are as follows: (a) an annual fee of $5,000 payable in quarterly installments
and (b) $500 for each Board of Trustees or committee meeting attended.

NOTE 3 -- SUMMARY OF PURCHASES AND SALES OF INVESTMENTS

For the period ended March 31, 1996, cost of purchases, and proceeds from the
sale of securities, excluding short-term securities, amounted to $17,433,338 and
$4,857,052, respectively.

NOTE 4 -- PORTFOLIO COMPOSITION

The Fund invests in equity securities of non-U.S. issuers. Although the Fund
maintains a diversified investment portfolio, the political or economic
developments within a particular country or region may have an adverse effect on
the ability of domiciled issuers to meet their obligations. Additionally,
political or economic developments may have an effect on the liquidity and
volatility of portfolio securities and currency holdings.

At March 31, 1996 the Portfolio was diversified within the following industries:

<TABLE>
<S>                                              <C>
      Automotive                                    3.15%
      Banking                                      11.98
      Beverages and Tobacco                         2.09
      Building Materials                            2.18
      Broadcasting and Publishing                   0.99
      Chemicals                                     5.19
      Consumer Goods                                0.64
      Construction and Housing                      3.39
      Diversified Companies                         4.26
      Electronics                                   4.21
      Energy                                        5.62
      Financial Services                            5.08
      Food and Household Products                   0.99
      Forest Products and Paper                     1.15
      Health and Personal Care                      2.54
      Household Appliances and Durables             0.97
      Industrial Components                         0.73
      Insurance                                     2.23
      Investment Companies                          1.41
      Machinery and Engineering                     3.27
      Materials and Commodities                     0.73
      Merchandising                                 3.43
      Metals and Mining                             3.37
      Public Services                               0.69
      Real Estate                                   3.47
      Steel                                         3.99
      Telecommunications                            8.59
      Textiles and Apparel                          0.93
      Tourism                                       1.42
      Transportation                                4.22
      Utilities                                     5.36
      Wholesale Trade                               1.73
                                                  ------
                                                  100.00%
                                                  ======
</TABLE>

16
<PAGE>   50
                                     ARTHUR
                                    ANDERSEN

                            ARTHUR ANDERSEN & CO, SC
                                                                        




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of the
Gradison-McDonald International Fund
of the Gradison Growth Trust:

We have audited the accompanying statement of assets and liabilities of the
Gradison-McDonald International Fund of the Gradison Growth Trust (an Ohio
business trust), including the portfolio of investments, as of March 31, 1996,
and the related statement of operations, the statement of changes in net assets
and the financial highlights for the period indicated thereon. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of March 31, 1996, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Gradison-McDonald International Fund of the Gradison Growth Trust as of March
31, 1996, the results of its operations, the changes in its net assets and the
financial highlights for the period indicated thereon, in conformity with
generally accepted accounting principles.



Cincinnati, Ohio,
May 30, 1996


17
<PAGE>   51
GRADISON-McDONALD FAMILY OF FUNDS

Increasingly, MUTUAL FUNDS are the preferred vehicle for starting and building
an investment program. And today, GRADISON-McDONALD is a preferred name in
mutual funds for a GROWING number of investors. Gradison-McDonald offers a full
line of mutual fund products.

GOVERNMENT INCOME FUND

An income fund which invests in intermediate to long-term U.S. Government
securities.

INTERMEDIATE MUNICIPAL INCOME FUND

An income fund which seeks to provide income exempt from regular Federal income
tax through investment in a municipal bond portfolio with a three to ten year
average maturity.*

OHIO TAX-FREE INCOME FUND

An income fund which seeks to provide income exempt from regular Federal income
tax and Ohio state personal income tax.*

GROWTH & INCOME FUND

A common stock fund that seeks long-term capital growth, current income and
growth of income.

ESTABLISHED VALUE FUND

A common stock fund that seeks long-term capital growth by investing in
companies that are included in the Standard & Poor's 500 Index and other large
companies.

OPPORTUNITY VALUE FUND

A common stock fund that seeks long-term capital growth by investing in
companies that are generally smaller in size than those included in the Standard
& Poor's 500 Index.

MONEY MARKET FUNDS

Gradison-McDonald offers a full range of taxable and tax-free money market
funds.

Prospectuses are available upon request by calling (800) 869-5999 and should be
read carefully before you invest. AN INVESTMENT IN THE MONEY MARKET FUNDS IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO
ASSURANCE THAT THEY WILL BE ABLE TO MAINTAIN A STABLE $1.00 SHARE PRICE. The
return and principal value of an investment in other funds will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than the
original cost. The returns of all funds will fluctuate.

*Investment income may be subject to the federal alternative minimum tax.
Capital gains, if any, are taxable. Investment income of the Intermediate
Municipal Income Fund may be subject to state and local taxes.

18
<PAGE>   52
                       This page intentionally left blank.

19


<PAGE>   53
                                OPPORTUNITY VALUE
                                      FUND


                                GRADISON-McDONALD


                                  ANNUAL REPORT
                                 MARCH 31, 1996

                                GRADISON-McDONALD

This material is intended for distribution to shareholders of the
Gradison-McDonald Opportunity Value Fund. It may be distributed to other persons
only if it is preceded or accompanied by a current prospectus of the
Gradison-McDonald Opportunity Value Fund. McDonald & Company Securities, Inc.-
Distributor

                    A COMMON STOCK FUND INVESTING IN SMALLER
                       COMPANIES JUDGED TO BE UNDERVALUED
<PAGE>   54

                                GRADISON-McDONALD
                             OPPORTUNITY VALUE FUND

LETTER TO SHAREHOLDERS

                                                                    May 16, 1996

Dear Shareholder:

We are pleased to provide you with the audited annual report for the Fund's
fiscal year ended March 31, 1996.

THE ECONOMY AND THE MARKET - It has been difficult to evaluate the level of
strength or weakness of the economy so far this year. Severe weather and the
earlier government shutdown distorted the economic statistics from the first
several months. It appeared that the economy remained in a slow growth mode
following the fourth quarter of 1995. However, more recent data, including
strong employment figures, rising commodity and oil prices, and increased
consumer spending, have hinted at economic strength and have sparked some fear
of inflation. The result has been a sharp rise in interest rates. Despite the
near term reaction by the bond market, it appears unlikely that the Federal
Reserve will take action until there is clear and convincing evidence that
inflation is accelerating.

The uncertainty surrounding the economy has led to volatility in the stock
market. The major market indices have been subject to severe daily price swings
as investors digest various economic figures.

The stock market experienced its best performance in the last 37 years during
1995. Low inflation, a favorable interest rate environment and strong corporate
earnings helped push the market to record levels. The performance of the
financial markets over the past year will be a difficult act to follow. It
remains to be seen what events will shape the markets in 1996. The past year
should remind investors that adhering to a sound, long-term investment strategy
remains prudent.

PERFORMANCE - Total returns for the Fund and the benchmark Russell 2000 Small
Stock Index follow this letter. The quarterly returns for the third and fourth
fiscal quarters for the Fund were 2.75% and 4.85%, respectively, versus 2.20%
and 5.09% for the Russell 2000 Index during the same periods.

The single best performing asset in the Fund over the past year has been Comair
Holdings, a regional passenger airline. Similarly, the returns of Input/Output
Incorporated, a maker of seismic data gathering equipment, and Universal Health
Services, an acute care hospital operator, have significantly outpaced the broad
market during the period. Holdings in the financial sector also provided
outstanding returns for the Fund.

Finally, cash remains at approximately 30% which hopefully will serve to lower
the volatility risk but may dampen the returns in periods like the last year.


                                                     1-800-869-5999 [Phone Logo]
<PAGE>   55
LETTER TO SHAREHOLDERS (CONTINUED)

PORTFOLIO - Since our March 31, 1995, annual report, net assets in the Fund have
increased from $84 million to $102 million as of the fiscal year ended March 31,
1996.

The Fund sold its holdings of Xtra Corporation, Heilig-Myers Company, Cordis
Corporation, Quantum Corporation, and Western Digital Corporation since our last
report. There have been several additions to the Fund from the technology sector
over the past several months. These include Innovex Incorporated, Integrated
Device Technologies, Alliance Semiconductor and Computer Data Systems
Incorporated. These purchases occurred following a meaningful, broad based price
decline in the technology sector. As a result, the shares of these companies
exhibited the value characteristics that the Fund seeks.

As always, we remain committed to serving your investment needs.

Sincerely,

Gradison-McDonald Opportunity Value Fund

William J. Leugers, Jr.                                    
Executive Vice President and Portfolio Manager             

Daniel R. Shick                    
Senior Vice President and Portfolio Manager

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT               MAY 1, 1986 TO
                                                                  MARCH 31, 1996

       TOTAL RETURN PERIODS ENDED MARCH 31, 1996


<TABLE>
<CAPTION>
                          Average Annual
              10 Years   5 Years    3 Years   1 Year
<S>           <C>        <C>        <C>       <C>
 Opportunity   10.15%     13.29%    11.84%    28.00%
 S& P 500      13.95      14.66     15.70     32.11
 Russell 2000  10.34      15.87     14.53     28.82
</TABLE>


<TABLE>
<CAPTION>
   
                  Gradison-
                  McDonald
Measurement      Opportunity      
  Period         Value Fund      S&P 500       Russell 2000
- ----------------------------------------------------------
<S>             <C>             <C>            <C>      
5-01-86          10,000.00       10,000.00      10,000.00
4-30-87          10,733.83       12,627.02      11,016.52
4-30-88          10,760.79       11,825.78      10,135.26
4-30-89          12,021.43       14,505.61      11,684.14
4-30-90          12,641.60       16,043.59      11,430.33
4-30-91          14,024.69       18,868.43      12,586.30
4-30-92          16,633.65       21,512.99      14,734.96
4-30-93          18,557.47       23,496.46      17,057.95
4-30-94          20,367.18       24,745.10      19,586.19
3-31-95          20,723.76       28,230.60      20,456.27
3-31-96          26,524.61       37,294.81      26,350.96
    

</TABLE>

Past performance is not predictive of future performance. The investment return
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than the original cost. The
Russell 2000 Small Stock Index is an unmanaged group of stocks representative of
small company stock performance; the Standard & Poor's (S&P) 500 Composite Stock
Price Index is an unmanaged group of common stocks widely recognized as an index
of market performance. The investment returns of these indices do not include
any securities transaction expenses.

2
<PAGE>   56
FINANCIAL HIGHLIGHTS   (For a share outstanding throughout each period) 

<TABLE>
<CAPTION>
                                                                   ELEVEN MONTHS
                                                       YEAR            ENDED                  YEAR ENDED APRIL 30,
                                                       ENDED       MARCH 31, 1995     ------------------------------------
                                                   MARCH 31, 1996     (NOTE 1)          1994          1993          1992
<S>                                                   <C>            <C>              <C>           <C>           <C>     
Net asset value at beginning of period                $ 18.100       $ 18.348         $ 17.547      $ 16.462      $ 14.767
                                                      --------       --------         --------      --------      --------
INCOME FROM INVESTMENT OPERATIONS:

    Net investment income                                 .193           .136             .086          .081          .173

    Net realized and unrealized
      gains on investments                               4.731           .176            1.585         1.744         2.467
                                                      --------       --------         --------      --------      --------
Total income from investment operations                  4.924           .312            1.671         1.825         2.640
                                                      --------       --------         --------      --------      --------

DISTRIBUTIONS TO SHAREHOLDERS:

    Dividends from net investment income (1)             (.185)         (.120)           (.070)        (.100)        (.270)

    Distributions from realized capital gains (1)        (.575)         (.440)           (.800)        (.640)        (.675)
                                                      --------       --------         --------      --------      --------
Total distributions to shareholders                      (.760)         (.560)           (.870)        (.740)        (.945)
                                                      --------       --------         --------      --------      --------

Net asset value at end of period                      $ 22.264       $ 18.100         $ 18.348      $ 17.547      $ 16.462
                                                      ========       ========         ========      ========      ========

Total return                                             28.00%          1.75%(2)         9.75%        11.57%        18.60%
                                                      ========       ========         ========      ========      ========
RATIOS/SUPPLEMENTAL DATA:

Net assets at end of period (in millions)             $  103.0       $   84.7         $   83.3      $   68.2      $   47.4

Ratio of expenses to average net assets                   1.41%          1.37%(3)         1.38%         1.44%         1.49%

Ratio of net investment income
   to average net assets                                   .95%           .84%(3)          .47%          .61%         1.32%

Portfolio turnover rate                                  23.98%         31.90%           40.41%        39.00%        64.25%
<FN>


On October 4, 1991, McDonald & Company Securities, Inc. became investment
adviser of the Fund as a result of a merger with Gradison & Company
Incorporated.

(1) The Board of Trustees declared a dividend from net investment income of
    $0.065 per share and a long-term capital gain distribution of $0.95 per
    share payable on May 31, 1996 to shareholders of record on May 30, 1996.

(2) Total return for the eleven months ended March 31, 1995 represents the
    actual return over that period and has not been annualized.

(3) Annualized.
</TABLE>

                 See accompanying notes to financial statements.

3
<PAGE>   57
PORTFOLIO OF INVESTMENTS   MARCH 31, 1996 

<TABLE>
<CAPTION>
   NUMBER        COMMON STOCKS - 71.32%                                VALUE
  OF SHARES
<S>          <C>                                                     <C>
 BANKS - 7.73%

   29,600    Boatmen's Bankshares                                    $1,161,800
    5,000    First Empire State Corporation                           1,230,000
   31,100    Firstar Corporation                                      1,391,725
   45,000    HUBCO, Inc.                                                877,500
   30,750    Mercantile Bankshares
                Corporation                                             807,188
   25,252    Old Kent Financial Corporation                           1,003,767
   24,800    Union Planters Corporation                                 750,200
   10,000    Zions Bancorporation                                       707,500
                                                                     ----------
                                                                      7,929,680
                                                                     ----------

 BUSINESS SERVICES - 5.65%

   45,000    ABM Industries, Inc.                                     1,490,625
   40,500    Banta Corporation                                        1,083,375
   25,000 (1)Interpool, Inc.                                            437,500
   50,000 (1)Norstan, Inc.                                            1,337,500
   26,000    PHH Corporation                                          1,446,250
                                                                     ----------
                                                                      5,795,250
                                                                     ----------

 COMPUTER HARDWARE - 8.06%

   45,000 (1) Adaptec, Inc.                                           2,171,250
  115,000 (1) Alliance Semiconductor
                Corporation                                           1,092,500
   56,250 (1) D.H. Technologies, Inc.                                 1,350,000
   55,000     Dallas Semiconductor Corporation                        1,010,625
   60,000 (1) EXAR Corporation                                          855,000
   79,000 (1) Integrated Circuit Systems, Inc.                          770,250
   89,000 (1) Integrated Device Technology, Inc.                      1,012,375
                                                                     ----------
                                                                      8,262,000
                                                                     ----------

 COMPUTER SOFTWARE - .89%

   37,000    Computer Data Systems, Inc.                                578,125
   11,250 (1)Keane, Inc.                                                336,094
                                                                     ----------
                                                                        914,219
                                                                     ----------

 CONSUMER DURABLES - 4.87%

   46,000    Agco Corporation                                         1,109,750
   56,000    Breed Technologies, Inc.                                 1,043,000
   42,000    Culp, Inc.                                                 441,000
   45,000    Titan Wheel International
                Corporation                                             742,500
   70,500    Wynn's International, Inc.                               1,656,750
                                                                     ----------
                                                                      4,993,000
                                                                     ----------

 CONSUMER NON-DURABLES - 3.35%

   67,500    Comair Holdings, Inc.                                   $2,320,312
   50,000 (1)CSS Industries, Inc.                                     1,112,500
                                                                     ----------
                                                                      3,432,812
                                                                     ----------

 ELECTRONICS - 7.25%

   80,000    Innovex, Inc.                                            1,060,000
   75,000 (1)Input/Output, Inc.                                       2,325,000
   60,000 (1)Kent Electronics Corporation                             2,122,500
   45,000    Pioneer Standard Electronics, Inc.                         680,625
   74,450 (1)Sterling Electronics Corporation                         1,240,706
                                                                     ----------
                                                                      7,428,831
                                                                     ----------

 FINANCIAL SERVICES - 6.69%

   47,000    Aames Financial Corporation                              1,692,000
   33,000    AdvantaCorporation                                       1,707,750
   20,000    Orion Capital Corporation                                  905,000
   46,000    Raymond James Financial,Inc.                             1,035,000
   42,000    TCF Financial Corporation                                1,522,500
                                                                     ----------
                                                                      6,862,250
                                                                     ----------

 HEALTH CARE - 6.63%

   49,000 (1)Community Health Systems, Inc.                           2,009,000
   70,000 (1)HealthSouth Corporation                                  2,380,000
   40,800 (1)United American Healthcare
                Corporation                                             550,800
   35,000 (1)Universal Health Services, Inc.                          1,859,375
                                                                     ----------
                                                                      6,799,175
                                                                     ----------

 HOUSING / BUILDING MATERIALS - 5.21%

   39,000    Butler Manufacturing Company                             1,287,000
   43,000    Lennar Corporation                                       1,069,625
   40,000    Oakwood Homes Corporation                                1,985,000
   76,500    Republic Gypsum Company                                  1,004,063
                                                                     ----------
                                                                      5,345,688
                                                                     ----------

 INDUSTRIAL PRODUCTS - 2.18%

   30,000    Amcast Industries Corporation                              532,500
   15,000    Gleason Corporation                                        609,375
   21,000 (1)Raymond Corporation                                        367,500
   31,900    Varlen Corporation                                         725,725
                                                                     ----------
                                                                      2,235,100
                                                                     ----------
</TABLE>


                 See accompanying notes to financial statements.

4
<PAGE>   58
PORTFOLIO OF INVESTMENTS   MARCH 31, 1996 

<TABLE>
<CAPTION>
   NUMBER       COMMON STOCKS (CONTINUED)                             VALUE
  OF SHARES
<S>          <C>                                                     <C>
 INSURANCE COMPANIES - 5.81%

   35,000    American Bankers
                Insurance Group, Inc.                                $1,225,000
   26,000    Equitable of Iowa Corporation                              929,500
   56,100    Fremont General Corporation                              1,325,362
   66,811    GAINSCO, Inc.                                              743,272
   29,000    Protective Life Corporation                                978,750
   30,000    PXRE Corporation                                           750,000
                                                                    -----------
                                                                      5,951,884
                                                                    -----------

 NATURAL RESOURCES  - 3.87%

   37,000    First Mississippi Corporation                              883,375
   54,000 (1)Mueller Industries, Inc.                                 1,910,250
   95,000    Patrick Industries, Inc.                                 1,175,625
                                                                    -----------
                                                                      3,969,250
                                                                    -----------

 RETAIL TRADE & SERVICES  - 3.13%

   55,000 (1)DAKA International, Inc.                                $1,375,000
   51,000 (1)Rex Stores Corporation                                     707,625
   43,000 (1)Waban, Inc.                                              1,128,750
                                                                    -----------
                                                                      3,211,375
                                                                    -----------
 TOTAL COMMON STOCKS
    (COST = $42,727,110)                                            $73,130,514
                                                                    -----------
</TABLE>

<TABLE>
<CAPTION>
   PRINCIPAL                       COMMERCIAL PAPER - 21.37%                        MATURITY   INTEREST      VALUE
    AMOUNT                                                                                     RATE (2)
<S>           <C>                                                                  <C>         <C>      <C>
 $  1,500,000 Air Products & Chemicals, Inc.                                        4/12/96    5.12%    $ 1,497,653
    2,000,000 Ameritech Corporation                                                 4/29/96    5.14       1,992,005
    1,500,000 AT&T Capital Corporation                                              4/30/96    5.13       1,493,801
    2,000,000 Dunn & Bradstreet Corporation                                         5/07/96    5.30       1,989,400
    2,000,000 Dupont (E.I.) de Nemours & Company                                    5/06/96    5.19       1,989,908
    2,000,000 Heinz (H.J.) Company                                                  5/03/96    5.15       1,990,845
    2,000,000 Motorola Credit Corporation                                           4/23/96    5.30       1,993,522
    1,500,000 Pitney Bowes Credit Corporation                                       4/04/96    5.11       1,499,361
    2,000,000 PPG Industries, Inc.                                                  5/13/96    5.23       1,987,797
    1,500,000 Toy's "R" Us, Inc.                                                    4/08/96    5.20       1,498,483
    2,000,000 United Parcel Service of America, Inc.                                5/01/96    5.17       1,991,383
    2,000,000 Weyerhaeuser Company                                                  5/14/96    5.27       1,987,411
                                                                                                        -----------
               TOTAL COMMERCIAL PAPER (COST = $21,911,569)                                              $21,911,569
                                                                                                        -----------
</TABLE>

<TABLE>
<CAPTION>
   PRINCIPAL                     REPURCHASE AGREEMENT - 7.31%                       MATURITY   INTEREST      VALUE
    AMOUNT                                                                                     RATE (2)
<S>            <C>                                                                   <C>        <C>     <C>
 $  7,500,000  First Chicago Capital Markets
                  dated 3/29/96, collateral; U.S. Treasury Bills, due 9/19/96
                  with a market value of $7,654,275; repurchase proceeds: $7,503,281
                  (COST = $7,500,000)                                                4/01/96     5.32%  $  7,500,000
                                                                                                        ------------

               TOTAL INVESTMENTS, AT VALUE (NOTE 1) (COST = $72,138,679)  - 100%                        $102,542,083
                                                                                                        ============
<FN>

(1) Non-income producing.

(2) For commercial paper, the rate is the discount rate at the time of purchase
    by the Fund. For repurchase agreements, the rate shown reflects the actual
    rate of return to the Fund.
</TABLE>


                 See accompanying notes to financial statements.

5
<PAGE>   59
STATEMENT OF ASSETS AND LIABILITIES    

<TABLE>
<CAPTION>
                                                                                                       MARCH 31, 1996
<S>                                                                                                    <C>
ASSETS
   Investments in securities, at value (Note 1) (Cost $72,138,679)                                      $102,542,083
   Receivable for Fund shares sold                                                                           469,736
   Cash                                                                                                      143,434
   Dividends and interest receivable                                                                          50,683
   Prepaid expenses and other assets                                                                          10,835
                                                                                                        ------------
      TOTAL ASSETS                                                                                       103,216,771
                                                                                                        ------------


LIABILITIES
   Payable for Fund shares redeemed                                                                          118,971
   Accrued investment advisory fee (Note 2)                                                                   54,854
   Other liabilities payable to adviser (Note 2)                                                              54,897
   Other accrued expenses and liabilities                                                                      9,519
                                                                                                        ------------
      TOTAL LIABILITIES                                                                                      238,241
                                                                                                        ------------

NET ASSETS                                                                                              $102,978,530
                                                                                                        ============


Net assets consist of:
   Aggregate paid-in capital                                                                              68,093,037
   Accumulated undistributed net investment income                                                           176,382
   Accumulated undistributed net realized gains                                                            4,305,707
   Net unrealized appreciation of investments                                                             30,403,404
                                                                                                        ------------
Net Assets                                                                                              $102,978,530
                                                                                                        ============

Shares of capital stock outstanding
   (no par value - unlimited number of shares authorized)                                                  4,625,391
                                                                                                        ============

Net asset value and redemption price per share (Note 1)                                                 $      22.26
                                                                                                        ============
</TABLE>



                 See accompanying notes to financial statements.

6
<PAGE>   60
STATEMENT OF OPERATIONS    

<TABLE>
<CAPTION>
                                                                                                YEAR ENDED
                                                                                              MARCH 31, 1996
<S>                                                                                 <C>                  <C>
INVESTMENT INCOME:
   Interest                                                                         $   1,457,206
   Dividends                                                                              705,090
                                                                                      -----------
      Total investment income                                                                            $  2,162,296


EXPENSES:
   Investment advisory fees (Note 2)                                                      631,571
   Distribution (Note 2)                                                                  421,414
   Transfer agency fees (Note 2)                                                          106,779
   Accounting services fees (Note 2)                                                       33,333
   Registration fees                                                                       19,286
   Professional fees                                                                       18,983
   Custodian fees                                                                          14,465
   Printing                                                                                14,121
   Trustees' fees (Note 2)                                                                  9,054
   Postage and mailing                                                                      1,196
   Other                                                                                   18,839
                                                                                      -----------
      TOTAL EXPENSES                                                                                        1,289,041
                                                                                                         ------------
NET INVESTMENT INCOME                                                                                         873,255

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
   Net realized gain on investments                                                     4,563,431
   Net increase in unrealized appreciation of investments                              17,064,801
                                                                                      -----------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                                                            21,628,232
                                                                                                         ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                     $ 22,501,487
                                                                                                         ============
</TABLE>


                 See accompanying notes to financial statements.

7
<PAGE>   61
STATEMENTS OF CHANGES IN NET ASSETS    

<TABLE>
<CAPTION>
                                                                                                         ELEVEN MONTHS
                                                                                         YEAR                ENDED
                                                                                         ENDED          MARCH 31, 1995
                                                                                    MARCH 31, 1996         (NOTE 1)
<S>                                                                                 <C>                  <C>
FROM OPERATIONS:
   Net investment income                                                            $     873,255        $    639,271
   Net realized gain on investments                                                     4,563,431           2,529,940
   Net increase (decrease) in unrealized
      appreciation of investments                                                      17,064,801          (1,671,004)
                                                                                    -------------        ------------
      Net increase in net assets resulting from operations                             22,501,487           1,498,207
                                                                                    -------------        ------------

FROM DISTRIBUTIONS TO SHAREHOLDERS:
   Net investment income                                                                 (836,073)           (573,964)
   Net realized capital gains                                                          (2,617,212)         (2,002,612)
                                                                                    -------------        ------------
      Decrease in net assets from distributions to shareholders                        (3,453,285)         (2,576,576)
                                                                                    -------------        ------------

FROM FUND SHARE TRANSACTIONS:
   Proceeds from shares sold                                                           57,418,476          45,495,191
   Net asset value of shares issued in reinvestment of distributions                    3,398,854           2,526,554
   Payments for shares redeemed                                                       (61,625,425)        (45,501,572)
                                                                                    -------------        ------------
      Net increase (decrease) in net assets from Fund share transactions                 (808,095)          2,520,173
                                                                                    -------------        ------------

TOTAL INCREASE IN NET ASSETS                                                           18,240,107           1,441,804

NET ASSETS:
   Beginning of period                                                                 84,738,423          83,296,619
                                                                                    -------------        ------------
   End of period (including undistributed net investment

      income of $176,382 and $139,200, respectively) (Note 1)                       $ 102,978,530        $ 84,738,423
                                                                                    =============        ============

NUMBER OF FUND SHARES:

   Sold                                                                                 2,817,109           2,552,279
   Issued in reinvestment of distributions to shareholders                                180,968             141,556
   Redeemed                                                                            (3,054,423)         (2,551,892)
                                                                                    -------------        ------------
      Net increase (decrease) in shares outstanding                                       (56,346)            141,943
   Outstanding at beginning of period                                                   4,681,737           4,539,794
                                                                                    -------------        ------------
   Outstanding at end of period                                                         4,625,391           4,681,737
                                                                                    =============        ============
</TABLE>


                 See accompanying notes to financial statements.

8
<PAGE>   62
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996 

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

Gradison Growth Trust (the "Trust") is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end management investment
company. The Trust was created under Ohio law on May 31, 1983; it commenced
investment operations and the public offering of its shares on August 16, 1983.
The Trust consists of four series, the Gradison-McDonald Opportunity Value Fund,
the Gradison-McDonald Established Value Fund, the Gradison-McDonald Growth &
Income Fund, and the Gradison-McDonald International Fund (collectively, the
"Funds"); each of which in effect represents a separate fund with its own
investment policies. This Annual Report to Shareholders pertains only to the
Gradison-McDonald Opportunity Value Fund (the "Fund"). The Fund's investment
objective is to seek long-term capital growth by investing primarily in common
stocks.

The Fund changed its fiscal year end to March 31, effective with the September
30, 1994 Semiannual Report.

The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles. The preparation of
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of income and expenses for the
period. Actual results could differ from those estimates.

SECURITIES VALUATION -- Portfolio securities listed or traded on the New York or
American Stock Exchanges are valued at the last sale price on that exchange, or
if there were no sales that day, the securities are valued at the closing bid
price. All other portfolio securities for which over-the-counter market
quotations are readily available are valued at the latest bid price. Commercial
paper and discount notes are valued using the amortized cost method which
approximates market value. This involves initially valuing a security at its
original cost and thereafter assuming a constant amortization to maturity of any
discount or premium. Portfolio securities for which market quotations are not
readily available are valued at their fair value as determined in good faith
under procedures adopted by the Board of Trustees.

Repurchase agreements, which are collateralized by U.S. Government obligations,
are valued at cost which, together with accrued interest, approximates market.
Collateral for repurchase agreements is held in safekeeping in the customer-only
account of the Fund's custodian. At the time the Fund enters into a repurchase
agreement, the seller agrees that the value of the underlying security,
including accrued interest, will be equal to or exceed the face amount of the
repurchase agreement. In the event of a bankruptcy or other default of the
seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying security and losses. These losses would not exceed an
amount equal to the difference between the liquidating value of the underlying
security and the face amount of the repurchase agreement and accrued interest.
To minimize the possibility of loss, the Fund enters into repurchase agreements
only with selected domestic banks and securities dealers which the Fund's
investment adviser believes present minimal credit risk. Refer to the Fund's
Portfolio of Investments for the face amount of repurchase agreements and
repurchase proceeds as of March 31, 1996.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are
accounted for on the trade date (the date the order to buy or sell is executed),
and dividend income is recorded on the ex-dividend date. Interest income is
accrued as earned. Gains and losses on sales of investments are calculated on
the identified cost basis for financial reporting and tax purposes.


9
<PAGE>   63
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996 

TAXES -- It is the Fund's policy to comply with the provisions of the Internal
Revenue Code available to regulated investment companies. As provided therein,
in any fiscal year in which the Fund so qualifies, and distributes at least 90%
of its taxable net income, the Fund will be relieved of federal income tax on
the income distributed. Accordingly, no provision for income taxes has been
made.

In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year, at least 98% of its net investment income (earned during the
calendar year) and 98% of its net realized capital gains, if any (earned during
the twelve months ended October 31), plus undistributed amounts from prior
years.

The tax basis of investments is equal to the cost as shown on the Statement of
Assets and Liabilities.

For both financial reporting and tax purposes, gross unrealized appreciation and
gross unrealized depreciation of securities at March 31, 1996 was $31,087,055
and $683,651, respectively.

FUND SHARE VALUATION AND DISTRIBUTIONS TO SHAREHOLDERS -- The net asset value
per share is computed by dividing the net asset value of the Fund (total assets
less total liabilities) by the number of shares outstanding. The redemption
price per share is equal to the net asset value per share.

Distributions to shareholders are recorded on the ex-dividend date. During the
year ended March 31, 1996, the Fund made total distributions of $.76 per share,
of which $.185 was treated as dividend income and $.575 was treated as long-term
capital gain.

EXPENSES -- Common expenses incurred by the Trust are allocated to the Fund
based on the ratio of the net assets of the Fund to the combined net assets of
the Trust. In all other respects, expenses are charged to the Fund as incurred
on a specific identification basis.

NOTE 2 -- TRANSACTIONS WITH AFFILIATES

The Trust's investments are managed, subject to the general supervision and
control of the Trust's Board of Trustees, by McDonald & Company Securities, Inc.
("McDonald"), a registered investment adviser and securities dealer, pursuant to
the terms of an Investment Advisory Agreement ("Agreement"). Under the terms of
the Agreement, effective June 1, 1995, the Fund pays McDonald a fee computed and
accrued daily and paid monthly based upon the Fund's daily net assets at the
annual rate of .65% on the first $100 million, .55% on the next $100 million and
 .45% on any amounts in excess of $200 million. McDonald is to reimburse the Fund
for the amount by which the Fund's aggregate expenses for a fiscal year,
including the advisory fee but excluding interest, taxes and extraordinary
expenses, exceed limits set by state securities regulations. No such
reimbursement was required for the year ended March 31, 1996. Prior to June 1,
1995, the Fund paid McDonald an investment advisory fee at an annual rate of
 .90% on the first $100 million, .80% on the next $100 million and .70% on any
amounts in excess of $200 million.

The Agreement provides that McDonald bears the costs of salaries and related
expenses of executive officers of the Fund who are necessary for the management
and operations of the Fund. In addition, McDonald bears the costs of preparing,
printing and mailing sales literature and other advertising materials and
compensates the Trust's trustees who are affiliated with McDonald. All expenses
not specifically assumed by McDonald are borne by the Fund.

10
<PAGE>   64
NOTES TO FINANCIAL STATEMENTS    MARCH 31, 1996 

Under the terms of a Transfer Agency, Accounting Services and Administrative
Services Agreement, effective June 1, 1995, McDonald provides transfer agent,
dividend disbursing, accounting services and administrative services to the
Fund. The Fund pays McDonald a monthly fee for transfer agency and
administrative services at an annual rate of $18.25 per shareholder non-zero
balance account, plus out-of-pocket costs for statement paper, statement and
reply envelopes and reply postage. The Fund pays McDonald a monthly fee for
accounting services based on the Fund's average daily net assets at an annual
rate of .03% on the first $100 million, .02% on the next $100 million, and .01%
on any amount in excess of $200 million, with a minimum annual fee of $40,000.

Prior to June 1, 1995, the Fund paid McDonald a monthly fee at an annual rate of
$7.36 per shareholder non-zero balance account for data processing services
provided to the Fund plus the cost of shareholder statement printing. Prior to
June 1, 1995, the Fund also reimbursed McDonald for the cost of furnishing
personnel to perform shareholder and certain other services.

In accordance with the terms of a Distribution Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, the Fund pays McDonald a fee for its
assistance in distribution of shares of the Fund. Effective June 1, 1995, in
connection with a reduction of the investment advisory fee by .25%, the
Distribution Service Plan was amended to increase the total fee by .25% to .50%,
the components of which are set forth in the remainder of this paragraph. The
Fund pays McDonald a service fee for personal services to shareholders,
including shareholder liaison services such as responding to shareholder
inquiries and providing information to shareholders about their Fund accounts.
This fee is computed and paid at an annual rate of .25% of the Fund's average
daily net assets. The Fund also pays McDonald a fee for its assistance in
selling shares of the Fund including advising shareholders regarding purchase,
sale and retention of Fund shares. This fee is computed and paid at an annual
rate of .25% of the Fund's average daily net assets.

The officers of the Trust are also officers of McDonald.

Each trustee of the Trust who is not affiliated with Gradison receives fees from
the Trust for services as a trustee. The amounts of such fees for each trustee
are as follows: (a) an annual fee of $5,000 payable in quarterly installments
for service during each fiscal quarter and (b) $500 for each Board of Trustees
or committee meeting attended.

NOTE 3 -- SUMMARY OF PURCHASES AND SALES OF INVESTMENTS

For the year ended March 31, 1996, the cost of purchases and proceeds from the
sale of securities, excluding short-term securities, amounted to $15,965,932 and
$25,677,259, respectively.

11
<PAGE>   65
                                             ARTHUR
                                            ANDERSEN

                                    ARTHUR ANDERSEN & CO, SC



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of the
Gradison-McDonald Opportunity Value Fund
of the Gradison Growth Trust:

We have audited the accompanying statement of assets and liabilities of the
Gradison-McDonald Opportunity Value Fund of the Gradison Growth Trust (an Ohio
business trust), including the portfolio of investments, as of March 31, 1996,
and the related statement of operations for the year then ended, the statements
of changes in net assets for the periods indicated thereon, and the financial
highlights for each of the four periods in the period then ended. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits. The financial
highlights for the year ended April 30, 1992, of the Gradison-McDonald
Opportunity Value Fund of the Gradison Growth Trust, was audited by other
auditors whose report dated May 22, 1992, expressed an unqualified opinion on
those financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1996, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Gradison-McDonald Opportunity Value Fund of the Gradison Growth Trust as of
March 31, 1996, the results of its operations for the year then ended, the
changes in its net assets for the periods indicated thereon, and the financial
highlights for each of the four periods in the period then ended, in conformity
with generally accepted accounting principles.


Cincinnati, Ohio,
May 30, 1996


12
<PAGE>   66
                       GRADISON-McDONALD FAMILY OF FUNDS

Increasingly, MUTUAL FUNDS are the preferred vehicle for starting and building
an investment program. And today, GRADISON-McDONALD is a preferred name in
mutual funds for a GROWING number of investors. Gradison-Mcdonald offers a full
line of mutual fund products.

GOVERNMENT INCOME FUND

An income fund which invests in intermediate to long-term U.S. Government
securities.

INTERMEDIATE MUNICIPAL INCOME FUND

An income fund which seeks to provide income exempt from regular Federal income
tax through investment in a municipal bond portfolio with a three to ten year
average maturity.*

OHIO TAX-FREE INCOME FUND

An income fund which seeks to provide income exempt from regular Federal income
tax and Ohio state personal income tax.*

GROWTH & INCOME FUND

A common stock fund that seeks long-term capital growth, current income and
growth of income.

ESTABLISHED VALUE FUND

A common stock fund that seeks long-term capital growth by investing in
companies that are included in the Standard & Poor's 500 Index and other large
companies.

INTERNATIONAL FUND

A common stock fund that seeks capital growth by investing in common stocks of
non-United States companies.

MONEY MARKET FUNDS

Gradison-McDonald offers a full range of taxable and tax-free money market
funds.

Prospectuses are available upon request by calling (800) 869-5999 and should be
read carefully before you invest. AN INVESTMENT IN THE MONEY MARKET FUNDS IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO
ASSURANCE THAT THEY WILL BE ABLE TO MAINTAIN A STABLE $1.00 SHARE PRICE. The
return and principal value of an investment in other funds will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than the
original cost. The returns of all funds will fluctuate.

*Investment income may be subject to the federal alternative minimum tax.
Capital gains, if any, are taxable. Investment income of the Intermediate
Municipal Income Fund may be subject to state and local taxes.




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