<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
BERTHEL GROWTH TRUST II
---------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 42-6603601
----------------------- ------------------------------------
(State of Organization) (I.R.S. Employer Identification No.)
701 Tama Street, Building B
PO Box 609
Marion, Iowa 52302-0609
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered: on which each class is
registered:
None None
------------ ------------
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Beneficial Interests
in Delaware Business Trust
$10 per share
------------------
(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
(a) CAPITAL STOCK
The description of the Shares of Beneficial Interests, $10 per
Share, of the Registrant, is set forth under the captions "Cover
Page," "Prospectus Summary," and "Summary of the Declaration
<PAGE>
of Trust" in Part A of the Registrant's Registration Statement
on Form N-2 filed on July 7, 2000 and is incorporated
hereunder in full by reference. The Registration Statement has
not yet been assigned a file number.
(b) DEBT SECURITIES.
Not applicable.
(c) WARRANTS AND RIGHTS.
Not applicable.
(d) OTHER SECURITIES.
Not applicable.
Item 2. EXHIBITS.
1. SPECIMENS OR COPIES OF EACH SECURITY TO BE REGISTERED:
Not applicable.
2. COPIES OF ALL INSTRUMENTS DEFINING THE RIGHTS OF THE
HOLDERS OF THE SHARES.
Form of Declaration of Trust of the Registrant (Filed as
Exhibit 2.d to the Registrant's Registration Statement on
Form N-2 of even date herewith. The Registration Statement
has not yet been assigned a file number.
Pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: July 7, 2000.
BERTHEL GROWTH & INCOME TRUST II
By: Berthel Fisher & Company Planning, Inc.
By: /s/ Henry Royer
-------------------------
Henry Royer, President
2
