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Rule 497(e)
File No. 33-89506
BERTHEL GROWTH & INCOME TRUST I
a Delaware business Trust
SUPPLEMENT DATED JUNE 14, 1996
TO PROSPECTUS DATED JUNE 21, 1995
The following shall be inserted in lieu of the second through the fifth lines on
the cover of Cumulative Supplement No. 1 to Prospectus dated June 21, 1995:
CUMULATIVE SUPPLEMENT NO. 2 TO PROSPECTUS
DATED JUNE 21, 1995
The date of this Supplement is
June 14, 1996
The following shall be inserted as the second sentence of the first full
paragraph of text on the cover of Cumulative Supplement No. 1 to Prospectus
dated June 21, 1995:
This Cumulative Supplement No. 2 replaces Cumulative
Supplement No. 1.
The following shall be inserted in lieu of the first line on page 1 of
Cumulative Supplement No. 1 to Prospectus dated June 21, 1995:
THIS CUMULATIVE SUPPLEMENT NO. 2 HAS THE FOLLOWING MAJOR
COMPONENTS:
The following shall be inserted at the end of item I at the top of page 1 of
Cumulative Supplement No. 1 to Prospectus dated June 21, 1995:
and the purpose of this Cumulative Supplement No. 2
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In item II at the top of page 1 of Cumulative Supplement No. 1 to Prospectus
dated June 21,1995, the following is inserted in lieu of April 12:
May 31
The following is inserted in lieu of the text following "I. INTRODUCTION" on
page 1 of Cumulative Supplement No. 1 to Prospectus dated June 21, 1995:
The purpose of this Cumulative Supplement No. 2 is to update
both the Prospectus dated June 21, 1995 (the "Prospectus")
and Cumulative Supplement No. 1 dated May 2, 1996. This
Cumulative Supplement No. 2 provides for the renewal of
registration and extension of the offering period to June
21, 1997, and discloses certain events that have occurred
and changes to the Offering since the effective date of the
Prospectus. This Cumulative Supplement No. 2 replaces
Cumulative Supplement No. 1, and must be read in conjunction
with the Prospectus.
A Prospectus must accompany this Cumulative Supplement No.
2, and the two documents should be read together. The
Prospectus is amended in all material respects in which it
differs from or conflicts with this Cumulative Supplement
No. 2. Except as expressly set forth in this Cumulative
Supplement No. 2, all defined terms used herein have the
same meanings as are ascribed to such defined terms in the
Prospectus.
The offering of Shares was initially scheduled to terminate
on June 21, 1996, not later than twelve months following the
effective date of the Prospectus. However, the Trust
reserved the right to renew registration with the SEC and
various state agencies, thereby extending the offering
period. As provided in this Cumulative Supplement No. 2,
the offering of Shares will terminate on the Termination
Date, which is designated in this Cumulative Supplement No.
2 as June 21, 1997.
In addition to the extension of the Offering to June 21,
1997 the purpose of this Amendment is to:
(a) Report the status of the Offering;
(b) Provide Information on the status of investments in
Portfolio Companies through May 31, 1996;
(c) Provide a description of additional information
regarding the Trust and the Offering;
(d) Show the financial statements of the Trust and Berthel
Fisher & Company Planning, Inc.
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On August 30, 1995, the Trust achieved its minimum offering size.
The escrow account was closed and the funds therein were
distributed to the Trust. Through June 10, 1996, the Trust had
raised an aggregate of approximately $6,567,000 from 543
investors.
The following modifications are made to the three paragraphs following II.
INVESTMENTS on page 1-2 of Cumulative Supplement No. 1 to Prospectus dated June
21, 1995:
The Trust Advisor has reviewed over 100 potential investment
opportunities as of the date of this Cumulative Supplement
No. 2. The Trust Advisor has actively pursued investment
opportunities, and the Trust has made investments in two
Portfolio Companies.
On April 30, 1996, the Trust completed an investment in
VisionComm, Inc., a Delaware corporation having its
principal place of business at 124 Point West Boulevard, St.
Charles, Missouri 63301. The investment in VisionComm, Inc.
was approved by the Independent Trustees. VisionComm, Inc.
is primarily engaged in the telecommunications and private
cable television business. The Trust invested $2,180,000 in
VisionComm and received a Note in the principal amount of
$2,180,000 and a seven year Warrant for the purchase of
125,000 shares of common stock of VisionComm, Inc., which
shares represent approximately 21% of VisionComm, Inc. The
Note bears interest at the rate of 14% per annum, payable on
an interest-only basis for one year, and thereafter in equal
monthly payments on the basis of a five year amortization.
The Note is due in full five years after its issuance date.
The Note is secured by all of the assets of VisionComm, Inc.
and is guaranteed by the principal stockholders of
VisionComm, Inc. The Trust received registration rights
with respect to shares of common stock issued upon exercise
of the Warrant. Prior to the Trust entering into a letter
of intent with VisionComm, Inc., the Trust had no
relationship with VisionComm, Inc.
On May 31, 1996, the Trust completed an investment in Soil
Recovery Services, Inc., a Texas corporation having its
principal place of business at 3740 Colony Drive, Suite
LL100, San Antonio, Texas 78230. The investment in Soil
Recovery Services, Inc. has been approved by the Independent
Trustees. The Trust invested $1,000,000 in Soil Recovery
Services, Inc. and received a convertible, subordinate, non-
transferable Debenture in the principal amount of
$1,000,000. The Debenture bears interest at the rate of
15% per annum. It is payable on an interest-only basis for
two years, and thereafter in equal annual payments at the
end of the third through seventh years. The Debenture is
due in full seven years after its issuance date. The
Debenture is subordinate to all senior and secured
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debt of Soil Recovery Services, Inc. It is guaranteed by the
chairman of Soil Recovery Services, Inc. The Debenture is
initially convertible for 2,896 shares of common stock of
Soil Recovery Services, Inc., which shares represent
approximately 22.5% of Soil Recovery Services, Inc. On the
dates Soil Recovery Services makes payments of the principal
amount of the Debenture, the Trust can convert the Debenture
in whole or in part, in lieu of cash repayment of the
Debenture, or accept the cash repayment and Warrants. The
number of Warrants the Trust receives will be dependent upon
certain conditions relating to the market for and price of
Soil Recovery Services, Inc. common stock. If the
conditions relating to the marketability and price of Soil
Recovery Services, Inc. common stock are not met as of all
dates of principal repayment, the Trust will receive
warrants exercisable for the full 2,896 shares of common
stock of Soil Recovery Services, Inc. However, if Soil
Recovery Services, Inc. has met the conditions relating to
the marketability and price of Soil Recovery Services, Inc.
common stock at the time of a principal repayment, the
Warrants issuable to the Trust will be for fewer shares,
such that if all price and marketability conditions were
satisfied at the time of all principal repayments under the
Debenture, and the Trust elected not to convert any portion
of the Debenture at the time of those repayments in lieu of
accepting cash, the Trust would receive the cash repayment
and Warrants exercisable at an exercise price equal to the
conversion price, for 1,500 shares of Soil Recovery
Services, Inc., constituting 13% of Soil Recovery Services,
Inc. The Trust will receive registration rights with
respect to shares of common stock issued upon conversion of
the Debenture or exercise of any Warrants. Prior to
execution of the term sheet by Soil Recovery Services, Inc.,
the Trust had no relationship with Soil Recovery Services,
Inc.
In addition to the Trust's investments in VisionComm, Inc.
and Soil Recovery Services, Inc., the Trust Advisor is
pursuing several other opportunities for investments. The
Trust Advisor's present intent is to locate up to four more
potential investments for the Trust during the second and
third quarters of 1996. There is no assurance that the
Trust Advisor will be successful in finding suitable
investment candidates.
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