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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 Custodian Trust
3. Securities and Exchange Commission File No.: 811- 05198
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:
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[ X ] Management company;
[ ] 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
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:
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November 6, 1998
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 connect 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
(b) Were the distributions made on the basis of net assets?
[ X ] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[ X ] Yes [ ] 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 Government Income 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.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] 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:
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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:
(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: $22,318.92
(ii) Accounting expenses: $601.95
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(iii) Other expenses (list and identify separately): Printing: $ 4,402.81
Audit: $ 2,996.25
Solicitation: $27,609.75
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(iv) Total expenses (sum of lines (i)-(iii) above):
$57,929.68
There were no Administraton or Sub-Administration costs.
(b) How were those expenses allocated? The expenses were allocated
based on the total assets in each Fund at the time of the
merger.
(c) Who paid those expenses? The Administrator of the Victory
Portfolios (BISYS Fund Services Ohio Inc.) paid $6,500.23.
KeyCorp or one of its subsidiaries paid $20,647.73. The
Victory Portfolios paid $30,781.72 of the expenses.
(d) How did the fund pay for unamortized expenses (if any)? N/A
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [ X ] 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 - Fund for Income - 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
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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 Custodian Trust, (ii) he or
she is the Secretary of Gradison Custodian 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
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Richard Wachterman
Secretary
