<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
I. General Identifying Information
1. Reason fund is applying to deregister:
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund:
Gradison Growth Trust
3. Securities and Exchange Commission File No.: 811- 03760
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
5. Address of principal Executive Office:
580 Walnut Street
Cincinnati, Ohio 45202
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Richard Wachterman
McDonald Investments Inc.
580 Walnut Street
Cincinnati, Ohio 45202
(513) 579-5076
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules 31a-1
and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
McDonald Investments Inc.
580 Walnut Street
Cincinnati, Ohio 45202
513-579-5076
8. Classification of fund:
[X] Management company;
<PAGE>
[ ] Unit investment trust; or
[ ] Face-amount certificate company,
9. Subclassification if the fund is a management company:
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
Ohio trust
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
McDonald Investments Inc.
580 Walnut Street
Cincinnati, Ohio 45202
Blairlogie Capital Management Ltd.
4th Floor
125 Princes Street
Edinburgh EH2 4AD, Scotland
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
BISYS Fund Services Limited Partnership
3435 Stelzer Road
Columbus, Ohio 43219
McDonald Investments Inc.
580 Walnut Street
Cincinnati, Ohio 45202
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811- ____
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
November 6, 1998
<PAGE>
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
March 5, 1999
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
March 29, 1999
April 6, 1999
(b) Were the distributions made on the basis of net assets?
[ ] Yes [X] No
(c) Were the distributions made pro rata based on share ownership?
[ ] Yes [X] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
Gradison Established Value Fund 1:1 Ratio Fund was merged into a
shell investment company.
Gradison Growth & Income Fund 1.7:1 Ratio Net asset value of
the fund being merged into Victory Diversified Stock Fund.
Gradison Opportunity Value Fund 1:1 Ratio The surviving fund
maintained the financial history of this fund after merger.
Prior to the merger, the acquiring fund effected a reverse split
to equalize its net asset value with the net asset value of the
Fund.
Gradison International Fund 1.28:1 Ratio Net asset value of
the fund being merged into Victory International Growth Fund.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
<PAGE>
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
<PAGE>
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $171,972.81
(ii) Accounting expenses: $6,166.69
(iii) Other expenses (list and identify separately):
Printing: $43,238.11
Audit: $30,694.96
Solicitation: $282,846.50
(iv) Total expenses (sum of lines (i)-(iii) above): $534,919.07
(b) How were those expenses allocated? The expenses were allocated based
on the total assets of each fund prior to the merger.
(c) Who paid those expenses? The expenses were paid by the administrator,
sub-administrator and the Victory Portfolios.
(d) How did the fund pay for unamortized expenses (if any)? The
unamortized expenses were reimbursed by the Distributor.
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[X] Yes [ ] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
The Victory Portfolios -
Victory Established Value Fund - Class G Series
<PAGE>
Victory Diversified Stock Fund - Class G Series
Victory Small Company Opportunity Fund - Class G Series
Victory International Growth Fund - Class G Series
(b) State the Investment Company Act file number of the fund surviving
the Merger:
811 - 4852
(d) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
811-4852 N14 1/28/99
VERIFICATION
The undersigned states that (I) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act
of 1940 on behalf of Gradison Growth Trust, (ii) he or she is the Secretary
of Gradison Growth Trust, and (iii) all actions by shareholders, directors,
and any other body necessary to authorize the undersigned to execute and
file this Form N-8F application have been taken. The undersigned also
states that the facts set forth in this Form N-8F application are true to
the best of his or her knowledge, information and belief.
/s/ Richard Wachterman
----------------------
Richard Wachterman
Secretary
