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Rule 497(e)
File No. 33-89506
BERTHEL GROWTH & INCOME TRUST I
a Delaware business Trust
SUPPLEMENT DATED OCTOBER 1, 1996
TO PROSPECTUS DATED JUNE 21, 1995
The first sentence following ESTABLISHMENT OF A SMALL BUSINESS INVESTMENT
COMPANY on page 42 of the Prospectus dated June 21, 1995 is deleted. The
following paragraph is inserted, in lieu thereof:
The Trust Advisor intends to recommend to the Independent Trustees that
the Trust establish an SBIC. It is probable that, with the approval of
the Independent Trustees, a newly formed entity wholly-owned by the
Trust within the meaning of Section 2(a)(43) of the Investment Company
Act of 1940 will apply to the SBA for a license to operate as an SBIC.
Investments made by the Trust following the filing of the application
for an SBIC license are eligible to be assigned to the SBIC, and the
Trust anticipates that a portion of any investments made after the
filing of the application will be transferred to its SBIC affiliate if
the SBIC obtains a license from the SBA. If an SBIC affiliate is formed
and licensed, the Trust anticipates that it will be required to invest at
least $3,000,000 in the SBIC. However, the Trust anticipates that it
will be required to invest at least $5,000,000 in the SBIC before the SBIC
will be allowed to leverage its contributed capital. While the Trust
presently has in excess of $3,000,000 in available funds, the Trust
currently does not have $5,000,000 in available funds to make this
investment. To make an investment in this amount, the Trust will be
required to sell additional Shares. The balance of the Trust's assets will
continue to be invested directly through the Trust.
The following paragraph is inserted following the partial paragraph at the
top of page 2 of Cumulative Supplement No. 2 dated June 14, 1996 to
Prospectus dated June 21, 1995:
As of September 30, 1996, VisionComm is performing ahead of projections.
It has installed more pay phones than projected, and has acquired or
contracted for a greater number of private cable operations than
originally projected. Moreover, VisionComm has expended $900,000 less in
capital than originally projected.
The following paragraph is inserted following the first full paragraph on
page 2 of Cumulative Supplement No. 2 dated June 14, 1996 to Prospectus dated
June 21, 1995:
On September 26, 1996, the Trust served a Notice of Default and a Notice
of Rescission on SRS. The Notice of Default apprised SRS that it was in
default in its obligations pursuant to the Debenture, for failing to
make a required interest payment due August 31, 1996. The Notice of
Rescission advised SRS that the Trust was rescinding its purchase of the
Debenture based on violations of the Iowa Uniform Securities Act. The
Trust presently believes that SRS is insolvent, and will be
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unable to continue making payments pursuant to the Debenture, or to
refund the amount of the Debenture. The Trust has commenced litigation
against SRS, the President and CEO of SRS, and others associated with
SRS, or involved in the investment of the Trust in SRS, to attempt to
recover the amount of the Debenture, and other damages sustained by the
Trust. Given the available assets of SRS, there is a low likelihood of
recovery from SRS. The available assets of the other defendants are
unknown. As of September 30, 1996, the Trust continued to engage in
negotiations with SRS, and explore other alternatives to restructure the
Debenture, or provide for its repayment. However, there can be no
guarantee that these efforts will continue or ultimately succeed.
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